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Agenda - 10-20-2009 - 4j
ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: October 20, 2009 Action Agenda Item No. ~ -- ~ SUBJECT: Contract Award for Architectural Services, Piedmont Food and Agricultural Processing Center DEPARTMENT: Asset Management & PUBLIC HEARING: (Y/N) No Purchasing Services ATTACHMENT(S): Professional Services Contract INFORMATION CONTACT: Pam Jones, 919-245-2652 PURPOSE: To consider approval of the Architectural Professional Services Contract with Corley Redfoot Zack ("CRZ") for the Piedmont Food and Agricultural Processing Center project. BACKGROUND: On February 19, 2008, the BOCC unanimously approved the allocation of the former Orange Enterprise Building on Valley Forge Road for the development of a regional value-added shared use food and agricultural processing center. This contribution of real property to this project represented Orange County's partnership in this important regional project. Staff conducted a request for qualification process and interviewed three design firms for this project. Opportunities to interview the candidates were extended to representatives from the project's partner counties; however, each deferred to Orange County's recommendation. The Orange County team included: Brad Broadwell, Noah Ranells, Willie Best, David Cannell and Pam Jones. Following interviews and deliberation, Corley Redfoot Zack Inc. (CRZ) of Chapel Hill, NC is recommended as the designer for this project. CRZ will be supported by: • Reece, Noland & McElrath Engineers (mechanical, electrical, plumbing engineers); • Foodesign Associates, Charlotte, for kitchen design assistance; and • Mary Lou Sturgi, the manager of the first facility of its type in Buncombe County, North Carolina. Ms. Sturgi also participated in the design process of the Buncombe facility and will provide a valuable perspective on operational impacts of design decisions. FINANCIAL IMPACT: The Basic Services for the attached contract total $99,600 and include fees for the preliminary schematic work, the developmental drawings, the construction drawings, and construction administration. The estimated development cost is $1,242,500, including approximately $350,000 for kitchen equipment. To date, funds in the amount of $1.098MM have been assembled by way of the successful grant receipts from the Golden Leaf foundation, the Tobacco Trust Fund, and the NC Agricultural Development and Farmland Preservation Trust Fund. Consultants and staff are pursuing secondary market purchases for equipment which are likely to significantly reduce the 2 $350,000 estimate. Economic Development staff is investigating additional grant opportunities that may supplement the kitchen equipment budget as well. The architect will be asked to provide a program which allows the Center's infrastructure to be fully functional at opening, but may provide for a phasing of equipment purchases if additional grant funds cannot be secured in the near-term. RECOMMENDATION(S): The Manager recommends the Board approve a contract with Corley Redfoot Zack for architectural services associated with the Piedmont Food and Agricultural Processing Center and authorize the Chair to sign on behalf of the Board. :~~ ~~' ~ ~ ~~~ q ~~~~~ ~ocun~ent B151 TM~ 1997 3 4 ~ARTICI.E 1 ARCI~lTECTS RESPONSfBILITlES § 7.4 The services performed by the Architect, Architect's eiaployees and Architect's consultaiZts xh;ill hr ;~~ rnumerated in Articles 2, 3 and 12. § 'E.2 The Architect's services shall be performed as e;cpeclitious:y as is consistc;nt with professional skill and care and the orderly progress of the Project. The; Architect shat) 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 appproved by the Owner shall uot, except for reasonable cause, be exceeded by the Architect or Owner- Sen ~rhir,LQ 12,12.1. ~ ~ . § 1.3 The Architect shall designate a representative authorized to act on behalf of the Architect with respect to the Project. § 7.4 The services covered by this Agreement are subject to the time limitations contained in Section I t.S. I . A1tTICLE:2..SCOPEOFARCNIT.ECT'SBASICSERVICES Sam attache3 CR7 prcoposal for dc~s.ign services §21 DtF1N!•TIUPI letter. ~te3 13/lG/Oa For additional inforrttar_ion regardiT~ :se~cvi~es . K R "IG'lie Architect's Basic.Services: consist of those described in Sections 2.2 through 2.6 and any other services identified in Article 12;-as p$it ofBastc Seiviees, and include normal strucWral, mechanical and electrical engineering services. §-~~x $GNEMATiC-DESION RHAS~: _ ~ 2i2.~ 'i`1te Architect si~il=tcvr~~tr'the program furnished by the O~yner to ascet4ain the requirements of the Project and -shall amv~-atrta mutuat.underst~nding of such requiremoi~t.~nyitj,t~ the Owner. __ 3:2 2 ',i.',he Arc~hztect shall `provide a prelimutary e~valusiion of the Owner's program, schedule and constr+z'i`tion buiiget requnements, each in teriYis of the other,,:str~ject to the limitations set forth in Section 5.2.1. _ - ti ~• 2:2 3-Tlie•Arehtfect shallfievirrw wifli~he Owner alternative approaches to design and co~struptibn of the Project. § 2:2 4Based•on t6r; mutually agreed-upon program, schedule and construction:bt~ciget requirements, the Architect shall ~repa~{lot approval by the Qwner, Schematic Design Documents consisting of :drawings and other documents illistrattiigthe si`a#t= atati=i@la4onship of Project components. - ' .§ 2.2 5 Tfie.,Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, } ` - vQlumtr o~ suriilar';co~lceptual estimating techniques. - >~. ,. ~-fi~~ DRSIGN'OE1~>=LOPMEN~"'PHASE -~ x ~J~.>i § 2 ~ 1 l3at~,~-an the approved Schematic Design Documents and any adjustments authorized by the Owner in the t ~~.F rog?~tn, sGt~leN~or construction budget, .the Architect, shall prepare, for approval by the Owner, Design Development - '~~~o~cuttt'~htafec~zis5i§ting>9f drawings and other documents to fix and describe the size and character of the Project as to - '~~ir~lii~etural, structural, mechanical aiid electrical systems, materials and such other elements.as may be appropriate. § 2;3~~The Architect shall advise the Owner of any adjustments tei:the preliminary estimate of Construction Cost ~-;t~ - -~, ;- ~~ "§ 2 4 CONSTRUCi'ION DOCUR~ENTS P.. RASE .~ ~ ~- 2=4.t Based on the a roved Deli ~- " .~~, = ~ pp gtrDevelopm~i~itments and any further adjustments in the scope o~gtl"ik~! of _~ 3 • -~e: project or in.the construction budget authgt,~zed'~y the Owner„the Architect shall prepare, for app~va~ b~!ldie .Owner, Construction Documents consli~~,ojl~rawings anti Specifications setting forth in detail tli~re~ttfements.fot ~,.- the construction of the Project, ~~"'~ ~, R' ~ Fri 3 Y _ .eP° w ~ - ..:... § 2,4 ~~'he Archttect shal,~ ~st Clie Ownerin the preparation of the necessary bidditysltination,. bidding forms, the !: 7 ~ ~ Tondil~ibns~f the,~oit¢1,-~ttid the forrtt•of A~ement between the Owner al~d~(-t'~c or. _" ~~§~`2 4.3 The'Arc~-ttect shall advise the Owner of any adjustments to previopfeliminary estimates of Construction Cast indicated by changes in requirements or general market conditions: AIA Document 6151 TM -199.7: Copyright ®1974;.1976, 1987,. and 1997 byThe American lrestitute bt Archketits. All rights reserved. NfARNINQ: This ' AIA° Document is protected by US. Copyright l.sw and tnternatlo~l-Treaties. WnaUtl-o~ized reproduction or distribution of this AIA° D'ocumerM, 2 - or any portion of it, may result in severe c1v11 and crlnelnal periahies;: and .will'be prosecuted to the maximum extent'possible under the law. Purchasers are permitted to reproduce. tart (Tt)) copies of this dowment when:campleted: To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@afa.org. s a _ § 2.4.g The Architect shall assist the Owner in connection with the t)wncr's responsibility fur I'iiin.; docunx•nts rcquirrd for the approval of governmental authorities having jurisdiction over fire Project § 2.5 BIDDING OR NEGOTIATION PHASE; The A,*chitect, following the Owners approval of the Construction Documents and of the latcsl preliminary cslimafe of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarctin~~ 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 liar the Construction Phase under this Agn;cn~enl commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to the -Owner of the. final Certiftcate for Payment or 60 days after the date ot~ Substantial Completion of the Work. § 2.fi.2 The Architect shall provide administration of the Contract for Construction ae set forth below anct in the odition of AIA Docu;lr<ent A3Al, General Conditions of the Contract for Construction, cun-ent xs of the daft: oP this Agreement, unless othevvjse•provided in this Agreement. Modifications made to the General Conditions, when adapted as part of the' Contra.GC-~ocumet~CS,. shall be enforceable under this Agreement only to the extent that they are consistent with tlvs A:git'eenierit=oir,.appioved`in wining by the Arcbitect. _:§ 2.6:3_Duties, resppnsibilities,and limitations of authority of the Architect ;under this Section 2.b shall noC be restricted, :._ modr)`ied~or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent wti~ not;~e unreasonably withheld. §`•~ 6 ~ The ~lxchttecr shall be a~epresentative of and shall advise and consult with the Owner during the administration § 2 6 5 The Aichitect,:as~ .:.;Contractors ,onerations_ , uettora,'The Architect shah ltage authority to act on behalf of the Owner only to the,extt { •- - aG~riiless otherwise:ttf©dl#ed by written amendment. . - re resintattve4Q~'3he Owner, shall visit the site at intervals appropriate: to the stage of the r as ~othert~se agreed by the Owner and the Architect ~in Article 12; (:l ~ to become generally the-fawner inforrried about the progress and quality of the porciQn of the Work completed, (2) lvuner against defects and deficiencies in the Work, attd`~ ~~~rto~determine in general if the in,a;manner indicating that the Work, when fully ~m_p)eted, will be in accordance with the rever, the Architect shall not be required to make exhaustive or continuous on-site inspections inary of the Work. The Architect shall neither have control over or charge of, nor be uction means, methods, techniques, sequences or procedures, or for safety precautions and ith the Work, since these are solely the Contractor's rights and responsibilities under the e~,;A~cficlc 12,12.2 ,<;~, `i,~. :- ~ ~_." - _ 4..~. J ~. ~-` ~~ ~,: -. i y ', .~~ .. :ct shall report to the Owner known deviations from.the Contract Documents and from the most t schedule submitted by the Contractor. however, the Architect shall,not be responsible for the to perform the Work in accordance with the requirements of the Contract Documents. The Architect e for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall for' acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other _',. ~~' perfiQ3ts or entities performing portions of the Work. J ,`-~ ,` ~" § Z.fi.T The Architect shall at all times have access to, tbea~it~ wherever it is in preparation or progress. ~ ~~ ~.8 Except as otherwise provided in this :P~g~ree n~ or when directcominunications have. been spe~~al,~u'~liiorized, `~ the Owner shall endeavor to commurli~at~;~i~t~th~e Contractor through,tpe Architect .about mattes ~rtsi~g'but of or relating to the Contxat:t Docum~~ititiicati.bttt; by and with,tlie Architect's consultan )lal~e~hrough the. ' s 1 ~~ ~i~17i~:tect. ~ y ~I ~~.~~ v 2 b 9 CER~-iFl(i7~;~ES~ . AENT tom", ~,~ 9,.~ 'F~t~~~tect~shail review and certify the amounts due the Con ~fat-fl shall issue certificates in such ~~iacoilft~s. AIA DocumenE 6161 Tr -1897. Copyright ®1974, 1978, 1967; arM 1997 by The American. Institute of Architects. AtI rights reserved. WARNING: This 'AIA°Document'is protected by U.S. Copyri~M Law.and Intamadonat Treaties.-Unauthorized reproductbnor distribution of this AIA°nocumdnt; ::: ' 3 .or any portion of i4 may rerun in severe cfvll ant! crtminal penalties, and' will be prosecuted to'the mezimum. extent possible underthe law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright oblations of A(A Contract t7ocumerds, e•metl The American Institute of Architects' legal counsel, oopyright(c~ala.org. t` ~~ 4 § ~.~.9.2 TFte Architect's cer-tiitcation far payment shall constit«te a represeiltati~•,n to the Uwaer, h:ised on thr f~rchitecl'ti evaluation of the Work as provided in Section 2.C~.S and on the da!a comprising the Contractcti~'s nppfica[ion for Payment, that the Work has progressed to the point indicated aid that, to the best of [tic llrchit~cl'ti I:aowlcd~r. information and belief, the quality of the Work is in accordance with thf: Crnrt~~lcf Docr.unen[s. The Poregoin~~ representations are subject (1) to an evaluation of the Work far con!'ormance with the ColiU Sul Docuizients upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to con•ection of minor deviations from the Contract Documents prior to completion, and (4) to specific. qualifications .:xpressed by the l~rchi[a:f. § 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 consU•uction means, methods, techniques, sequences or procedures, (3) reviewed. copies of requisitions received from Subcontractor and material suppliers and other data requested by the Owner to substantiate the Contractors 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 yr 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; neithex t}ris authority of the Architect nor a decision made in good faith either to exercise or noL• to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and egtripnaent suppliers, their agents or employees or other persons or entities performing portions of the Work. - :§.2,6,1.~'~The ~irchitect shall re~iteVV.' and approve or take othelt•appropriate action upon the Contractor's submittals such as .;Shop Dra~urttgs,l'rodgct ~Datg arid; Samples, but only fpr tliil.iinited purpose of checking for conformance with 'informati'on greet-a~t1d'thedesrgti'concept expressr'd,ittt tli_e'Contraci Documents. The Architect's action shall tie •taiceh °: with such reasoftafle p~o~iptneSS as to cause po rl~Xa'y in the Work or in the activities of the Owner, Cont~aetor or separate cgntraetors, while,~llowng sufficceent-hme in the Architect's professional judgment to permit adequate review. ~. - ;Review of,such subrtatttals rs not~g>rjdulrted for the purpose of determining the accuracy and completeness of other details such as drncnsrons and quan't~ues, or for substantiating instructions for installation=or pet~ormance of equipment ' : or systeruS all of which remain the responsibility of the Contractor as required by tt{e Contract Documents. The Architect's_revrew;shall not constitute approval of safety precautions or, unless otherwise specifically stated by the '.Archrtect;of~ny ciittstruction means, methods, techniques, sequences or procedures The Architect's approval of a sp~ctfic item shill :ttotrlnclicate approval of an assembly of which the item is a component. § 2;612 •I£professibnaldeslgn services or certifications by a design professional:related to systems, materials or equipritetit;ate specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate Qerformarace and tlieSrgr ~riieria that such services must satisfy. Shop Drawings and other submittals related to the Work desigrt+~d or certifiel:.by the .design professional retained by the Contractor shall bear such professional's written approval 1v~ien submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness oftkre services, certifications or approvals performed by such design professionals. §;2:6 ~3.The Architect shall prepare Change Orders and Construction Change D'uectives, with supporting documentation and ~iiata if deemed necessary by the Architect as provided in Sections 3.1.1 and 3.3.3, for the Owner's approval and execti_ti[on in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an __ :adjtistment in the Contract Sum or an.extetision of the Contract Time which are consistent with the intent of the Contract Documents. - ~~~ g.'~= • '" ~ §-2:6.14 The Architect shall conduct >nspectio,ts #a'determine the date or dates of Substantial Completrona d~io' date of frnal coxnpletton, shall receive frorn'th ~pn(trtct~r and forward to the Owner, for the Owner's re~iew"atl~ cords; written warrand[es and related doc ~quired by the Contract Docui[nents and assemble~d~by ~laaeontcactor, and. ~. shall-iscuea:~nal;~ertificate~ nt based upon a final inspection indicating the Wrc~np~ies with the - iecluiremerit5 of the Contr~l~ o~me_ nts. ~~ "° G }~ k t r ~, ti = § x.6:1 S The-Arc,hitec[ shall interpret and decide. matters concerning perforiii~of the Owner and Contractor under; afid requiroirient~ of, the Contract Documents on_ written request of either ie'~wner or Contractor. The Architiect's response to such requests shall be made. nt writing within any time limits agreed upon or otherwise with reasonable promptness. AIA Document B151'r"r -1997. Copyright ~ 7974; 1978,1987, and 1997 ny The American Institute of Architects. AI rights. re5arvad. WARNING: This AIAs Document is protected by U.S. Copyrlght.l.a'w and.lnternatlonal Treatles..Unauthorized reproduction or distribution of this AIAeDoeGmBnt, or any portion of it, may result in severe civil and criminal penaHles; and will be prosecuted to the maxtmum extern possible under the law. 4 Purchasers are permitted to reproduce ten (i0).coptes of this doarmerrt when completed. To report cwpyrlght violations of AIA Contras Documents, a-mail . The American institute of Architects' legal counsel, copyright~aia.org. § 2.6.16 Interpretations %u~d decisions of QZe Archi[ec€. sha31 fie comistent with the intent ~~f urn-1 rc:n~n~ahly i{ifrrahfr f'ruui the Contract Documents and shall be in writing or in ih~~ form of drawings. When niakin« such inlrr~x~~lali~~~~~ anct initial decisions, the Architect shall endevvv!- to secure faithful perforlmu~cc by both Owner and Ci~ntract~~r, sh,~ll n„t r.bow partiality to either, and shall not be liable far resalts o!' interpretations i~r decitiioi~s r:o rc.ndcred in ~~xn-I f,til.lt_ § 2.6.17 The Architect shall render initial decisions on claims, disputes or other matters in questicm brtween the Owner and Contractor as provided in the Contract Documents. However, the Architect's da;isions on nrUiers 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 ether matters in gaestion between the Owner and Contractor, except for those relating to aesthetic effect as provided in Section 2.6.17, steal[ be subject to mediation and arbitration as provided in this Agreement and in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES See At~chr~i CR7 ~rop~sal for design szrvices 1er_ter date3 § 3.1 GENERAL 3/26/09 €oc ar3ditiotial in~ocreation icegardit-t~ sLrvices . K.lq §.3:1:1 The services described in this Article 3 are not included in Basic Services unless so identiFed in Article 12, and -- they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation I'or 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 " beyapd;the:Arcititect's controls the Architect shall notify the Owner prior to commencing such services. ff 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 ATClufeet shalt have'no obltgatttzri;to provide those services ' ~es~ Ail-tide 12 ~ I2.3 j~,R , ' '~ ,~ 3.2 PR13JE~T REPRESENTATfQN BEYOND BASIC SER1(ICL$ ,.. s '_§,3 21;If more.extensive-representation at the~i_t~~#han is described in Section 2.6.5 is inquired, the Architect shall ~`provxde one or more Froj:ect Representq~i~s toaassist in carrying out such additional on-site responsibilities. § 3 2 2 Prai~ct Reprt'centatrves;shall~eselected, employed and directed by the Architect, and the Architect shall be - -com~#~ns~ted-therefor as agreed by the Owner and Architect. The duties, responsibilities. and limitations of authority of _ ,Ri-o~ec~ Representatives shall be as described in the edition of AIA Document B~52 current as of the date of this Agceeigient, unless otherwise.:agreed. §.:3.2.3 Through tI~r{ presi;nGe 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 - ~ 'stall no~niodi#y- the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. - ~' 3.3 ~QNTINGENT~4DI31TIOPIAL SERVICES - ,§ 3 31 Ivfal~ng revisions in drawings, specifications or other documents when such revisions are: =a ~n'consi~tent with approvals or instructions previously given by the Owner, including revisions made - 'riecessaiy 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 significa~C^~~ges in the Project including, but not limited to s K quality, complexity, the Owner's schedule, or the vd~f~`bidding or negotiating and contracting for cons~r~xh Vii, . r +,~ .'' eiic~pt for services required under Section 5 ~;~~£,'~ '~ F ~h' ~~ r ~, ~= -. $, `.. ~-~ , as ~~ § 3c3 3 Preparing Drawings, Spec>~i~~ _ and other documentation and supporting data, ev~~l~~~~t`ontractor's " t; x~l;~pos~als~,azid 13r6i+iding oti~er ~,: - rn connection with Change Orders and Construc>ion-C ge Dtrectrves. y ~ ~'~ ~§ 3~3 # Pix~dtitg servj:~n-zronnectiomwith evaluating substitutions:proposedh~~~ontractor and making +~ z~ T Sul~SCquetit~eyisrons t~ Drawings, Specifications and other documentatro~es~lling 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. AIA Document 8151 *^ -1997. CopyNght ®-1974; 1978, 1987; and 1997 by The American Insfltute.of Architects. All rlgMs reserved. WARNINGvThig A1AeDocument is protected by U.S. Ctipyrlgfit Law and International Treaties. Unauthorizbd reproduction or dlsiTibution.of this.glAaDoeument, or any portion of It, may result in severe dull and criminal penalUea, and wiitbe.prosecuted to the maximum extent possible under the law. 5 Purchasers are permitted to. reproduce ten 110) copies of this document when completed. 7o report wpyright vblatlons of AIA Cantracc Documents; e-mail The American Institute of Architects' legal counsel, copyrigttt~alaorg- - § 3.3.6 Providing services made necessary by the default of the Cuni:rueaor, by m~tiur ekaec[s <n- c!eliciencics ill t(ic Wurh of the Contractor, or by failure of performance of either the O4vncr ur </c±nU'aC[Ql' L!l1dCl' thl (~OIiIrIICL IUI" (_~UntiIfUCIIOn- § 3.3.7 Providing services in evaluating an extensive number of claims sub+niftcd by the Cono~actor or ulhcrs ill connection with the Work. § 3.3.8 Providing services in connection with a public hearing, a dispute resolution proceeding or a legal prexecding 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 llocuments 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 Ptoviding plaintting surveys, site evaluations or comparative studies of prospective sites. _ § 3.4.4:Pcoviding-special-surveys, environmental studies and submissions required fvr approvals of governmental ,' authorities or others havngjuiisdiction over the Project. - §;.3.43 Ifmyli3ing services relattve~to future facIIities, systems and~qu>ipment. - §:34 6 Ptovidingser~+~lces :tainvestigate existing corxdrttdns or facilities or to make measured drawings thereof. ;- ;. ~ __ ; § 3.4 7 Providing serant:es:to'verify the aeoeracy csf drawings or other information furnished by the Owner. `;§ 3:4 $ Proyii3ing.coordmation of cotstuction performed by separate contractors or by the Owner's own forces and - .coordination of services r~uired in connection with construction performed and e~ulli~eit~supplied by the Owner. _ § 3:4 9 Providing services in connection with the work of a construction man'~iger or separate consultants retained by the - Owi+ner: ,. ;.; ,.-: _... § 3:4.10 Proyiding detained estimates of Construction Cost. § 3 411 Providing detailed quantity surveys or inventories of material, equipment and labor. - ~~ §3:412 Providing analyses of owning and operating costs. ~~ <, , - ~ ; - f3 ~ 3413 Pro~idin'g interior design and other similar services required for or in connection with the selection, prizcuement or installation of furtuture; furnishings and related equipment. - § 3,4:14 Providing services for planning tenant or rental spaces. .:. ~ ~.~ § .4.15 Making investigations, inventories o1`.itiaterialr e~ttiipment, or valuations and detailed appraisals of existing ~~~aeilities. r~~~~, 7 - - '4-~ s ~- syw. 4nW, ~' ~': § 3 4.16 Preparing a set of reproducible'awings showing significant changes in-the Work,~ig~r4luruig construcpon based on marked u drawmgs ;and other data famished by the Contractor$to th~~shitect. - ,~ § 3 4'17 Prov~dtttg'~assistan~e ~ti a uttlization of equipment or systems such as tes 'rr,~~ddt~§ttng and balancing, '°'° V E; } pz'cparaUon of ggpratxnn~and=maintenance manuals, training personnel for ope• atrd~`main[enance, and consultation - ~.~~~ during operac~brl .~ ~' - .~= -.. - ~. - AIA Document 8151 TM -1997. Copyright ®7874,1978, 1887, a(W .1997_ by The American institute of Architects. All rights re9arved..WARNING: This AIAeDocument is protected by US. Copyright tavirand inte~tionat Trestles. UnAUtliorized reprAduction or distr'ibutian of this AIA•Docymerrt; or any pordon of h, may result in serene civil arld criminal penalties, afrd wlii lie prosecuted to the maximum extent possible urrdeY the Itiw: 6 Purchasers are.permitted to reproduce ten (10) copies of this dacumeritwhen. comploted. To report copyright violations of AIA Contract Documents; a-mail The American Institute of Architects' legal counsel, copyright@ala.arg. f § 3.4.'!8 Providing services after issuance to the Owner oP the final Certificate 12~r Payment. or in thc~ uhr:c~iu-t• of a i~inai f'ertificate for Payment, more than 60 days after the date ol` Substantial Conf~letion of the Worl:. § 3.4.95 Providing services of consultants for other [hail :architectural, structural, nierhanirtl anti rlcclrical cn,*ii~ezrii~g portions of the Project provided as a part of Basic Services. § 3.4.20 Providing any other services not otherwise incluclcd in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES § A.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 reyuest, information - necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 4.2 The ;Owner shalTeStablish:and periodically update an overall budget for the Project, including the Construction - -_ .Cost, the C)wncr's otFter costs and reasonable contingencies related to all of these costs. ~~' 4 3 'i'Fie:Owner.shall destgnite.a representative authorized to act on the Qwner s behalf with respect to the Project. The _ Ownei; or such designated representative shall render decisions in a tt~e~lx.:manner pertaining to documents submitted by file Atclutce(:..zin orderto"avoid unreasonable delay in the orderly and~sequential progress of the Architect's services. } _ ~§ 4 4,"phg aC3wt~er shill furnish surveys to describe physical}~hargeteristics, Legal limitations and utility locations for;.the - ' ste;of the Pcojeet azid a,writtenlegal descriptioa.of file Sit~.~ The surveys and legal information shall include as ; ~ `' appltc~ble, grades and lines ~~streets, alleys p'avem~nts and adjoining property and structures; adjacent .drainage; ~. ' xights-of~vay, rest~ttdis easements, encroac`'hments, zoning, deed restrictions, boundaries and contours of the site; `'locations;~lt~ensiotlS atid~necesSaty datti_~+vith respect to existing buildings, other improvements and,.trees; and `finfor>x~attan concerising ayail2ible utility services and lines, both public and private, above.; and•l~elow grade, including z{~invarts,aiid depths ALl,ihe uifaimation on the survey shall be referenced to a Proje~.t l~enclittuark. § ~ 5 Thy Owner shall futnisbt the services of geotechnical engineers when such services are requested by the Architect. Such set~ces mad ~tnt=~u~le lStit are not limited to test borings, test pits, detern~irations of soil bearing values, percolation -tests evalu~tsar~s~al`]tazai-doiis materials, ground corrosion tests and resistivity tests, including necessary operations for - ` auticipatittg su~lisoil conditions, with reports and appropriate recommendations. F § 4.6 Th~OwgEx;i~all ftirnish==the services of consultants other than those designated in Section 4.5 when such services `are requested by ,the Architeia~and aze reasonably required by the scope of the Project. -. r f § 4.7 The Qvltner ,shall ~ttrnish structural,. mechanical, and chemical tests; tests .for air and water pollution; tests for ~~h~zardi5iis=sfetials, aiid other Laboratory and environmental tests, iutspections aad reports required by law or the ~©n~ct Documents. -,, - § 4:8 the Owner shall furnish ail legal, accounting and. insurance services that may be necessary at any time for the f `~~ Project to meet the Owner's needs and interests. Such services shall include auditing services the Owner may require to ' „ "~ ~~r~rify the Contractor's Applications for Payment or to aS~i~ka~tt how or for what.purposes the Contractor has used the Y ~ ~anoney paid by or on behalf of the Owner. ='~~Ii"~ }'~` :: _ ~ ,: _ ~ .. -_ § 4.9 The services, information, surveys:: .~i~~ required by Sections 4:4 through 4.8 shall lie._ t{rt~Yisfie~'at the • Owner s expense and the: Archit~[~~e entttled to rely upon the' accuracy and completenetss ~ f. _. ~_ •§ d~10 Tli~ Owner shall rCf~,~p mpt.uviitten.notice to the Architect if the Owner f~~ a are of any fault or defect ;t ~ ut t(ie"Project,ln din~it eirors, omissions.tir inconsistencies in the Arclut~ei~~'n~tr~ments of Service. ~~ ~ 1;;~. t~ Es n1 WYYIII011~ ~ 1.71 ""'~' ITJ/~ a.vpYngnc~ar ,b/a, iy/~s, ,yesi, ana-iaai oy ~ ne Hmencan msotute orr-rcnaects. ~u~ ngnis reserves. wE-esnmr~i:~in~s ~ - ~ - AIA°Document is protected by U.S. Copyright Law and.lnternatfona6 Treaties:'Unauthorized reproduction.or dlstributiort of this AIA° Document, .or any portion of it, may r9sult In savors civil and criminal penalties, and Nrtq be. prosecuted to the maximum extent possible under the law., 7 Purchasers are permitted to reproduce ten (t 0) copies of this document when completed: To report copyrlght:violatbns of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyrlpht@ala.org. i~ ,~RTlCLE S CONS'CRUG7lOfd COST § 5.1 DEFtNITlQAi § 5.1.'f The Construction ti~ost shall be the total cost or, to the extent the iJl'O~ECt IS ilOl CD111(7(Ctlti.l, i1;C estirnated cost to the Owner of alt elernet~ts oi` the Project designed or specitiecl by the Arr_hiiect. § 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 cvsts of management or supervision of construction or installation provided by a sepu-ate 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 tkte land, rights-of-way and financing or other costs that are the responsibility of the Owner as provided in Article 4. § 5:2 RESPONSlB1LITY FOR CON5TRUCTtON COST §.5.2.1 Evaluations of the Owner's Project budget, the preliminary estimate of Construction Cost and detailed estimates of.Consiruction Cost, if any, prepared by the Architect, represent the At~chitect'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 sari does not warrant or represent that bids of negotiated prices will not vary from the Owner's Protect budget or from any estimate of Constnictiva,Cosi: or.evaltiation prepared or agreed to by the Architect, § 52 3 No::fi4ed li{iutof Construction Cost shall be established as a condition of this Agreement by the furnishing,:., proposal or establishment of a P~bject budget, un)~ss ~uch>ffxed limit has been agreed upon in writing and stgned_the parties hereto ~If such a~fixed limit has been esst#F~i_'sNed, the Architect shall be permitted to include contutgeneies for destgtt; bidding andpice escalation, todd~ what materials, equipment, component systems and types df -- construction are to`be:ncluded inthe°~c~~tt~act Doctunertts, to make reasonable adjustments in.the;.seope of the Project and to include rrr~ the~Contract D.ocrzt~eiits alternate bids as may be necessary to adjust the:Cotts~i!uctaon Cost to the fixed limrt.:)yiXed-limits, tf any, shall be increased in the amount of an increase in the Co~tttra~t-Bruit occurring after execution of the Contract for .Construction. - 5r3 3 If.the $iddiig L1irNegotiation Phase has not commenced within 90 days after the Architect submits the CQristcuction Doeurnetits; to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to 'reflect ghan~es lit the general level of prices in the construction industry. §;5:2 4 If a.ftxed li,~t-of construction Cost {adjusted as provided in Section 5.2.3) is exceeded by the lowest bona fide - 'bid ox.negotiateil:pixzposal, tie Owner shall: ..1 -. ,;,.give written approvaLof an increase in such fixed limit; *• ~ 2 aiithor~ze rebidding or renegotiating of the Project within a reasonable time; -'~ - ~'~- termin'afe in accordance with Section 8.5; or - ~ .4 cooperate in revising t'he Project scope and quality as required to reduce the Construcgon Cost. ` § 5;~:3.If the Owner chooses to proceed urider Section 5.2.4:4, the Architect, without additional compensation, shall . xmoilify the documents for which the Architect is responsillleatnder this Agreement as necessary to comply with the k ~ f Yeti limit, if established as a condition of this Agreet~~t~~te modification of such documents without cost to tliti ,- ~,vrner shall be the limit of the Architect's respoila~y under this Section 5.2.5. The Architect shall.be en~.tl;~;; ,, ~' compensation in accordance with this Agreent~fd~ all services performed whether or not the Constr~uofi~.~'se is commenced ~,~~_` ~: ,ter ,~~ s. '~ ~ and as deemed. reasonably ,the Architect ~-~.~~ .~'1CL~ 6 ~1S~ dF ARCHIT~~CT~S~~RUpIIENTS OF 5ERVICE ~ ~ ~°'~ K'R- ~~' X1;1 Drawf~sxs~iecrf~cadr?d~9~'ri'~ other documents, including those in electronic ~ierrcl~iteet's~eopsulfar~.tstsai`ehlnstruments of Service for use solely with respect r;~rcltttt~t's cc~rlsulfants~'shall be deemed the authors and owners of their r 't~j~f Yetain aft comerit7ti-law, statutory and other reserved rights, including copyrxgh'`ts. ;d by the Archttect and . 'I7ie Architect and the _ of Service and -shall ~~~•--Saar:a.[ry~ynym~[u.iary,.[ara,:[aor, ana ~syr.oy.~na nmeacan msuw[e o~wuus3[as. Nn ngn[s nrservea. vrwmm~u: [mS AIA° Document is protected by trS. CopyNght-Law and IgtemattonatTreatiP_ss. Unauthorized reproduction of distribution of this AIAe.Dgcumer~i; or any portion of it, may result in severe dull and criminal penalties, and will.be prosecuted to the maximum extent possible under the law. $ Purchasers are pertnlQed to reproduce ten (1 OJ copies of Phis document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal wunsel, copyrlghtC aia.org. § fr.2 i,pon execution of this ~`,greemeta, the Architect <~r-ants [o the 04vner a trotu~xclutii~.~e lirrnsr Ic: rrprodu~•c the Architect's Istrutnenis of Servicesofely 1'orpu~poses ofconstruclin:;, usin~~ :uul rn:_tinl:rinin lire f'r~~jcct. hr-ovidcd that tAhe t?wner shall comply with al[ obligations, including prompt payment of all sums ~dhen glue. ltnclcr this ~reenrent. The Architect shall obtain similar nonexckrsivc iicernes from the ~lrchitcct's ~;unsull:utts corrsistcr+t with ibis Agreement. Any termination of this Agreement prior to completion of the Project sha[1 lenninate this license. Upon such termination, the Owner shall refrain From making Further reproductions of )nstrcmicnts of Service and shall rc;turn to the Architect within seven days of termination a)1 originals and reprcxluctions in the Owner's pi>ssession or control. If and upon the date the Architect is adjudged in default of this Agreement, theeoregaing 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 pwposes 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 shaII not assign, delegate, sublicense, pledge or otherwise transfer any licentie granted herein to another party without the prior written agreement of the Architect. However, the Owner shat] be perntted to authorize [rte Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to n:produce 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 sinailar_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 oi• alterations to this Project or for other projects, unless the Owner obtains the prior written agreement of the - Architect and rile Arohitect's consultants. Any unauthorized use o_f;the Instruments of Service shall be at the Owner's ,role risk arii~ widtout )liability to`the Architect and the Architect's consultants. - §_f 4 Poor to the Arcltiteet providing to the Ownec-an3r I>,ist'itments of Service in electronic form or the Ownerpioviiing -to the A:tchttect°any electronic data for incor~Qratiota- iiito the Instruments of Service, the Owner and the.Atchitect shall - ~ ` by separate written _xgze~ement set forth .th~:speciilc conditions governing the fornnat of such Instruments of Service or ~- eiecYxotiiC'data, i:nc~iiding any special 1Titrt%tations or licenses not otherwise provided in this Agreement: `ARTICLE 7. QISPUTE RISQLUTION ,may k/Z . _ § 71 MEflilAT10N . ~ <g 71 1 ~nq claitrr, dtspuee or outer matter in question arisiung out of or related t~i'tltis.Agreement SCi~li be subject to ztiedxafioi3 ~s a:comchhoji p~•ec~dent to arbitration or the institution of legal or~equitable proceedings by either party. If such tnafter relates tcl of is'the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with ~pplicalile law to comply with the lien notice ox filing deadlines prior to resolution of the matter by redtatl4tx~r byarbltratton. 1~ Kam. ~:~-,1~2 The Owpe and test shall endeavor to resolve claims, disputes and other matters in question between them by-mtgdratiQn which,~r~~c~e parties mutually agree~etherwise, shall be in accordance with the Construction Industry 1VlediaGon-~ll~les;of t1,le;American Arbitration Association currently in effect Request for mediation shall be filed itlt wY,'tttng tivitfi tTie othei•~arty to this AgreemenGand with the American Arbitration Association. The request may be made '= nc3fi7rently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of -- . -_ ai~ii[raton o1i!=~~_gal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the - date:o€ 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 ~tay'~d~ fees equally. The mediation shall beheld in the place ~ Where the Project is located, unless another loeati` i'~au'lually agreed upon. Agreements reached in mediati:Q-shall be- elt,fQrceable as settlement agreements in anytcont~having jurisdiction thereof. s~° ~,~ ~,~- - , ~, ~.,- . 6 72 A_RBiTRATION tr ~'e~. -~ r ~~.~ d ". .~:'~'-'~.O ~ ~ d`nv) .-li~,~~i,'~a,~..,,m r.. .r - e,~. ~~r::,r .~rieino not of nr rPlat~ to t}liR ~IPfF 1eCt (.a ~,~ + ` ~.`~' r ~~ ~ .u. AIA Document 1i151TM -1997. Copyright ®1974,1978, 1987, and 1997 by The Amedcan Institute of Architects. All rights reserved. WARNING: This A1A° Document is protected by U.S. Copyright l.aw and.Internatlot1a17reatEes. Unauthorized reproduction or disMbution of this AIA° Document, g of any portion of It: may result Ih severe civil and criminal peuahies, acrd will be pros~uted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completod. To report copyright violations of AW Contract Documents, e-maN The American Institute of Architects' legal counsel, copyright~aia_org. ~a `~'~~ § ~ . x Claims, disputes and other matters in question hetwecri the pw-tics than ore not. resolved by nu;diatiuu shah jbe -~ decide arbitration which, unless the parties mutually agree otherwise, shalt be in accorJance with the (_'o~~Va'tfCCion Industry Lion Rules of the American Arbitration Association currently in effect. The dc+nand for atbifi-alion shat I be filed in wasting 'th the other party to Phis Agreenu.l:t and with the American Arbitration Associ;~tifiii § 7.2.3 A demand for arbitrat shall be made within a reasonable time after the claim, d~ ute or other matter in question has arisen. In no events the demand for arbitration be made after the when institution of legal or equitable proceedings based on such c dispute or other matter in questio cold be b:u•red by the applicable statute of limitations. § 7.2.4 No arbitration arising out of or relating to this A nt shall include, by consolidation or joinder or in any other manner, an additional person or entity not a pa o thi. A reement, except by written consent containing a specific reference to this Agreement and sign the Owner, Ar ' ect, and any other person or entity sought to be joined. Consent to arbitration involving ditional person or entity s not constitute consent to arbitration of any claim, dispute or other.matter in on not described in the written consen with a person or entity not named or describecl.therein. The foreg ' agreement to arbitrate and other agreements to ar ' ate with an additional person or entity duly consented parties to this Agreement shall be specifically enforceable t cordance with applicable law in any court hav' unisdiction thereof. § 7 2+ e.avaard rendered by.the arbitrator or arbitrators shall be f"mal, and judgment may be entered u it in cordance with applicable law in any court having jurisdiction thereof '. -- § ~7.3`CLAIM$ FOR ~O~ISEQU~NTIAI. DAMAGES The Arclutect.and>Owner waive consequential damages for_claiins, disputes or other matters in question arising out of oc relating~to this ~lgreemiant:.This mutual waive~,is applicable, without limitation, to a1I consequential damages, tiutFto .: ,: ,- reither~party's tein7iilatic3n:iu acccordance with Artiele`8:" • ~j1RTICL~ 8 TERMINATION O.R SUSP~I~srb~1 § 8.1 If tlie,Ownerfails to .malce:paytnents to the Architect in accordance with this Agreement, such failure shall be cott~ird-erect: substantial nfl~;peiformance and cause for termination or, at the Architects option; cause for suspension of ' petformauce bf seiviceS under this Agreement. If the Architect elects to suspend _seivices, prior to suspension of serrne~stbe Arclitect shall Give seven days' written notice to the Owner. In the event of a suspension of services, the _ Atcluiect shall ~ia~ezrto liability to the Owner for delay or damage caused th~Owner because of such suspension of services. B-ef4r~ re§urliii~lg _services, the Architect shall be paid all sums due prior to suspension and any expenses inciyrred ip.the iitferrtzptaon and resumption of the Architect's services. The Architect's fees for the remaining services -:and the toile schedgles.shall be equitably adjusted. • $~L If the Pro3ects suspended by the Owner-for more than 30 consecutive days, the Architect shall be compensated for. seirvtces pe~•fo>s'pned prior to notice of such suspension. When the Project is resuir~d, the Architect shall be compensated far e~Cpenses~~rxrec~in the interruption and resumption:of the Architect's services. The Architect's fees for the reniaining~ 5ervi'ces atiil:the time schedules shall be equitably adjusted. ,; =w § $:3"If41e 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 Iess than.seven days' written notice. >' --~ r. § $.4 This Agreement may be terminated by either party t>~:t><ot less than seven days' written notice should the other `. party fail substantially to perform in accordance ~i~tal~rms'of this-Agreement through no fault of the p,, tii~ating _ thttiermination. ~~~ ~. ~z ~, ~~ .: ~ w _ ~ 8 5 This Agreementmay be termi~nat~d ~y the Ownet• upon not-less than seven days' written,~itttc~'.the Architect for •• ~_, the Owner s_epnlcenience an~t~'~1>;cLut~ause~. ~ ~ - t ~ ~ § B S Iz[ this e~+~fi~of terrrunation not the fault of:the Architect, file Architect shhlfi compensated for services perfortried prt9r tea teaxl4iti~tio~t, tdi'~ether with Reimbursable Expenses then due and 2~I~ttnation Expenses as defined in Section .-. ~- AIA Document-815f TM -1997. Copyright.p 1974, 1978, 1887, and 1997'by The Ameri~an.lnstitute of Ancfiitects. Alt rights reserved. WARNING: This AIA®Document Is protected by U.S. Copyright Law and International Treaties: Unsuthorized reproduction or distrfbution.of this AIA•Document, or any portion of it, may result in severe civil and criminal penaRies, and will be prosecuted to the maximum extent possible under the law. ~ ~ Purchasers are permitted to reproduce ten {7 Ol copies of this document when completed. To report copydgM violations of AIA.Contrad Documents, a-mail The American Institute of Architects' legal counsel, copyright@aia.org. ~~ § $.7 Termination Expenses ate in addition to a:xrpcnsation iu,- tl3e ser~~ia::; ul'Ihr f:~~rrcmcul ;in~i inianilc ~~~penses directly attributable to termination for which ehe Architect is not uthrrwisc conipunsalecl, plus an amount for lh~.• Architect's anticipated profit on the value of the services ix~t perForrrcd by the. Architect. ARTICLE 9 NAISCE! 1.ANEOUS PROVISIONS § 9.'i 'phis Agreement shad be governed by the law ol• the principal place ol• business of the Arcl~iiccf, unless od~crwisc provided in Articie 12. § 9.2 Terms in this Agreement shall have ttte same meaning as those in the edition of AlA Dcx:umenf A2O I ,General Conditions of the Contract for Construction, current as of the date of this A~reeuicnt. § 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall he 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 boat 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 ate substantially completed. § 9.41'o the extent-dattiageS are covered by property insurmce during construction, the Owner and Architect waive alt 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.Condt,ticfns of the. Cimtract for Construction, current as of the date of this Agreement. The Owner or the - Architect, as appoprttiteq 5~a11 require of the contractors, consultants, agents and employees of any of them similar _ _ waivers in f~vdr of thh ~otiiei partjes enumerated herein. § 9.5 The Owner end YArciutetk, respectively, bind,themselveS, their partners, successors, assigns and legal - .~ 'representatives to'the other; party to this Agreeme~tt.and to the partners, successors, assigns and legal representatives of ' :such-other party-witlr respect to all covenant. of this Agreement. Neither the Owner nor the Architect shall assign this ;Agreement ~rithQ.uC the ziirttten cinsent~oi`t2ie outer, except that the Owner may assign this Agreement= to an institutional lender p>•ovldmg.,financing fo _[lie PCOjeck h1 such event, the lender shall assume the Owners rights and obligations -- _ `under this Agreetner~k Tkie Architect shall execute all consents reasonably required to facilitate such assignment. :~.;~ 6 TliiS.Agreerient represents the entire and integrated agreement between thts.Owner and the Architect and -. ,;supersedes all pripF ne~ofrations, representations or agreements, either written, or oral. This Agreement may be amended only-by written ~itistrurt~ept~:signed by both Owner and Architect. § 9,7 )Tot-lfirtgxontatned. in this Agreement shall create a contractual relationship with or a cause of action in favor of a - ~thircl party agatnsk~etther the;owner or Architect. § 9:9 ~.)n~ess otherwise provided ittt this Agreement, the Architect and Architect's consultants shall have no responsibility .;foF the dtscttye ;,presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic sub.'stances=3ri° ~ forttiat the Project site. § ~:9'Tlte Architect shall have the right to include photographic. or artistic representations of the design of the Project °' •'~` amo~jg;the Architect's promotional and professional materials. The Architect shall be given reasonable access to the - ~ >~ompleted Project to make such representations. However,_the Architect's material shall not include the Owner's confidential or proprietary information if the Owner has ~~vfusly advised.the Architect in writing of the specific information considered by the Owner. to be conftde,~iYii%l:~r proprietary. The Owner shall provide professiona}~oftc~t for ,j ,:s` -t-lie' ~-rchitect in the Owner's promotional ma;a"'l,s for the Project. ~,~ ~ 9.10 Tf the Owner requests the Arc13xt to execute cerUificates, the proposed language of such ct~cates shall.be -a , ~ullirtttted t~ the ~rchitect f ~,~ 'r-- least 14 days prior to the requested dates of exet~attlj,~tn ,, Architect shall-not 't` : ~lie,reCf('gtfetl~to e~cxrute ce~~ieS` that would require knowledge, services or respontnifii~s~eyond the scope of this ~'r m F" .. P~ .2 G. ~4 ,fir' _ 3 - M1,_~.ffi• ~~ AIA Document B151 TM -1997. Copyright ®1974, 1978; 1987;.and 1997 by The Amerkan Institute of Arctitects. All rights reserved. WARNlIVCi: This AIAeDocument is protected by U.S. CopyHgM Law and lntemational Treaties. Unauthorized reproductbn or distrlbunon of this AIAeDacuinent, ' 1 or any portion of h, may result In severe dvN end tximirealpettaKies, and will bB prosecuted to thematdmum extent posstbfe under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright vio{ations of AIA Contract Documents, a=melt The American Institute of Architects' legal counsel, copyrighK~aia.org. i~ ARTICLE 10 PAYMEN'T'S TO THE ARCliiTECT § 10.1 DIRECT PERSONNEL EXPENSE Direct Persanrel Expense is defined as the direct salaries of the Architect's persannef engaged on the; l'r~ject acid the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as en~p{oymene taxes and other statutory employee beretits, insurance, sick leave, holidays, vacations, employee retirement Mans and similar contributiorus. See attar~t~~i Cft7 pic~pasal Letter dte3 $/2f/U9 fr~r a3ciitional inlortnation regarding services. ~~, § 10.2 REIMBURSAf3LE EXPENSES § 10.2.1 Reimbursable Expenses aze is addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 ~ reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; :4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings, models and mock-ups requested by the Owner; :6 expense of professional liability insurance dedicated exclusively to this Project or the expense of - _ additional insurance coverage or limits requested by the Owner in excess of that normally carried by the - _ _ ~ArchiYect and tbie Architect's consultants; :7 reimbursable expenses as designated in Article 12; - . • .8 other similar'direct.Project-related expenditures.., a ' '~;- _ - .. ' §`'10-3 PAYI4IENT&ON.ACCOUHT'OF BASIC SERVICES.. ~. - ~:' .: § 10:3.1 ?in uiitial p~ytnent' as see:forth in Section,l l 1 isrtfte minimum payment under this Agreement. _ ,_ _ _ :_• . - y. §`;10 3 2 Subsequent payments for Basic. 5tryrc~s'~hall be made monthly and, where applicable, shall be in-proportion to - , . ~services`performed within each•phase of ~se~vice, on the basis set forth in Section 11.2.2. _ __ •'§ 10 3 3;If'and to the extent that the time initially established in Section 11.5.1 of tht$.,Agreenlient is exceeded or _ extended.:thcougli no fault::of the Architect, compensation for any services rendet'~d during the additional period of time - - shall be :computed in the rrianner set forth in Section 11.3.2. - §'10 3.4 'When coinpeji~~tion is based on a percentage'of Construction Cost and any portions of the Project are deleted or _ ;-otlieiwiSe not conistiac#ed, compensation for those portions of the Project shall be payable to the extent services are 'pBrforrned on those portions, in accordance with the schedule set forth in Section 11.2.2, based on (1) the lowest bona ;fide •bid oT negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of ' ~ons~utt;ron Cost _or detailed estimate of Construction Cost for such portions of the Project. " , §>90 4 Rx"YfVIENTSz;ON !ACCOUNT QF ADDITIONAL SERVICES ~ - Pa1+~entS` on ~i:ount b1= the Architect's Additional Services and for Reimbursable Expenses shall be made monthly iiport xesentation of the Architect's statement of. services rendered or expenses.incurred. ~-',- - § 10 5~AYM~NTS WITHHELD No deductions shall'be made from the Architect's compen~atj~on on account. of penalty, liquidated damages or other hums withheld from payments to coittraetors, of on accpttri~:t~the cost of cliangesin the Work other than those f>~r wkfich the Architect has been adjudgedto be lia~b• ~ _~ j -~ =~r . § 10.6 ARCHITECTS ACCOUNTING REG,~3i~RS ~~ ~ ~ ~' Rl~ ,s Records of Reimbursable Expense$'~dmexflenses portal 'ng to-Additional'Services and serv~lc~,p~med on tbe basis g =- ., N pf ~z~url~tes tits multiple ~reists~ersotinel Expense shall be available to the Owned o~~ owner'sauthorized F, _ .~ `~preSettatt~e at~uutuall?1'~e.~~elsient times'. _ - ~~ - -G., ~ ~ -`Fir ~ ~. 'S ~ . . AIA-Rocurnent 8f5f"' -.].887. Copyrlgnt ®7yL4.::797tl, lya/ Anp.l!!L/ Dy me nmere:an-~nauwyv y~ rwe.naw~a...n ..yuw .~a..o...,...~s..-......... . A!A° Document is protected by U.S. Copyright Law and tntemadonal Trestles. Unauthorized reproduci'ion w disirlbutlon of thi-S A{A Document„ 12 ar any portion of it, may result in severe civil and crtmtnal penafties,:and will be prosecuted to the maximum extern possible under the law. Purchasers are permitted to reTrroduce ten (101 copies of this dobument when completed. To report copyright violations.of AIA ConVact Documents, e-mail The American instltute of Architects' legal counsel, oopyrightC~afa.org. -S A1S1"ICLE 91 BASIS OF COAAPENSATION 'Ifie Owrrer shall compensate the Architect as follows: § 11.9 An Initial Payment of KA {$ i~tA )shall be made upon exe;ution o1= this Agreement and credited to tlic Owner', aceuuni at final payment. § 11.2 BASIC COiwPENSATION § 11.2.1 For Basic Services, as described in Article 2, and :my other services included in Arliclc 12 as part of Baste Services, Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums. multiples or percentagea•, and iclerttif)• p/arses to whi~•h particular methods of compensatlon apply, if necessa,y.) Basis of ctxapensation is a Stipulated Sure of$99,600.0~~ (Ninety nine thUUSartd six hun3red dol~.ars) Design and Construt,tion Docurnant Phase: $69,720 Bidding use: 4,930 _ Const~uctitin :Adfnini.stratinn Phase: 24909 X33, ~~ ~-= 10~% Total Basic Compensation one hundred percent ( 100.00% ) §~19 3~.OMPENSATiON FOR ADDITIONAL SERVICES _ § 11.3.1 For ~to~ject Representation Beyond Basic Services,. as described in Section 3.2, compensation shall be computed as #~Z~lows: Pc~ncipal's Tirne ~'~~' F * a ~ L1C 1~i~thl.t~ : s ~ Time: _ ~ "'~ ~~ tittle:. ~"'~~ ~'~70/hs~ur r ~ ~ ~ ~T °r`istructYOn Adtni~nistrat~:on T 80/haur. ~ then .employe;~s at a ra X75 ..times dirr~ct haurly-wage. ~ ~,~_~~ ~ V 0 ~ ~x ~r r i ~ ~~~, P ~,. ~ i ~rv--:. -- . ~gg dp 9=be."y ALL? 4~' Y 4:• y*y- .E ~ ~. AIA Document B151TM -1997. Copyright ®1974, ] 978, .1987; and 1897 by The American Institute of Architects. A I rights rasenred. WA sNiNG: This AIA° iocument Is protected by U.S. Copyright Law acid international Treaties Unauthorized reproduction or distribution of this AfA Document, ,t 3 or any portion of it, may result in.savelre cfvil.and criminal penalties, and will ba pro4ecvted lathe mazimgm_extent possible under the law. Purchasers are permuted to reproduce ten (10) copies of this document when completed.. To report.copyilght vldatlons of AfA Contract73ocuments, a-mail The American Institute of Architects' legal counsel, copyrigM~aia.org: 1~ § 11.3.2 ror Additional Services of the Architect, as described in Articles ;anti I'3, olhcr th_ui i I } Arfdiliunal Pri~jcc[ Representation, as described in Section 3.2, and (2) services included in Article 12. as part of 13asir Scrvic:cs, bw excluding services of consultants, compensation shall be computed as li~llaws: (Insert basis of compensation, including rates and multiples of Direct Perronne l Expeus'e.for l'rurcvpcrls and rmplnycrrs. and identify Principals ctnd classify employees, if required. lderrtifj~ .5)~ecifr`c services to ~-vhic'h partic•rrlcrr ~nr. thocLs of compensation apply, if necessary.) SeP paragraph 11.3.1 at~ve ,~ ; - § J1 ! 3,3 for Adti~ti©nal Services `of Consultants, in~ud~-g aadidonal structural, mechanical and electrical engin~ri~g - setvice~ and tho~e.provtdecl under Section 3 419~d~ntified in Article 12 as part of Additional Services; a mttiltiple of one mid 210 - ( ,~:~-~., ')times the amounts billed to the Architect for such.selatices. _~. ,,,__ (Identify s)tecifie: types:of consultdrttsT~rc,4rficle 12, if required.) - § 11'4 REMB}JRSABLL ~CpENSES ' ' : ` For Reitnbursabl~Expetises; as described in Section 10.2, and any other items tnirjttdedtn Article 12 as Reimbursable Expenses; a multiple of t~Cit' ( 1, 0 ) titnaes.~te expenses incurred by the Architect, the Arc.iutect s-eiiiplo}!ees:andconsultanes directly related to the Project. §-11`5 /~DlTIOtdAL PROVt$lONS covered by this Agreement have not been completed within twelve date hereof, through no fault of the Architect, extension of the Architect's services beyond scl as provided in Sections .10.3.3 and 11.3.2. § 11 5 2 p~y~th~tsare; dtte and payable tW611ty ( 20 }days from the date of tbe u., Arc,~,tec`t's it-voice. Amounts tinpaid twt?xlty-f:ive ( 25 }.days after the invoice date shall ~~ wrest a; the rate entered below,.or in the absence thereof at the legal rate prevailing from time to time at the principl3dl plaebf business of the Architect. = (Lisert,rate o,~nterest agreed upon.) Six per~.et,2t (6%) . r ~ , - ~ i . ~ ~ _ {Usury laws and requirements under~~~irai``Truth in:Lendtng Act simtlar stet and other regulattgns at the Owner rchttect`s prtnctpal places ofbttstness; ti ;~ el~ewhere'tna~'~'ect the val~dt~~~rs provision. Spec:fit legal tdvtce.should be c {; s tirtodtftcations~ d~td also zar~ui~ requirements such. as written disclosures or wad 3~ _ ,~~_ S. ,§ 1'F S 3 'T'l~_~a~s~nd f5~ultiples set forth for Additional Services shall be ad~i review"pnc~tirz;so~the.Architect.. -~ - ?ilc3'edit laws jest piid . to aleletions.or accordance with the:nomial salary A!A° Qbcument is protected by U S., Copyright L.aw and Ititertratiori8i7reattes. Unauthorized reproducdoh o'r~disMbutton of this i41A° l)ooument, ' 4 or any portion of it, may result in severe civil and crhniiiai: peoaltles, and rvipte prostFCuteii to.thq maximurtr extent possible underiha lew. f urohasers are permitted to reproduce ten (10) copies of lids moment when completed: To repoit copydght yblafions of A1A Contract Uocliments; a-mail The American Institute of Architects' legal counsel, copyright(~aia.org.: i~ ~IRTICLE 12 OTHER COND1710NS OR SERVICES (insert descriptions of other services, identify A:~ditiortr~l Sen~ice.c~ irirlu~/c~rl iri~l~i~~ [~u,rrc C'~,i~ry,c~n~;«~i~,n ~wc/ modifcaiions fo the payrrxertt and compensation terms included ire tfus ~1rc~~~nrent. l See atr_ae~3 e'~rtiele 12 (use 1~) Se' attach~~i ~i~s.ign E~~-c~p~sat letl;er dated ~/ZG/09 i~ AIA Document B151-1997 page 16 Proposed Piedmont Food and Agricultural Processing Center ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 The Designer's ability to adhere to the schedule proposed by the Owner is predicated upon timely receipt of reviews and approvals from the Owner, authorized agencies or agents of the Owner, consultants or contractor hired by the Owner and Iocal or state agencies haviung jurisdiction over the project. It is Corley Redfoot Zack's understanding that the project will be competitively bid and that the latest schedule provides milestone dates that lead to a proposed completion date within the third quarter of 2010. 12.2 CONSTRUCTION PHASE: During the construction phase of the work, the term "INSPECTION" shall be defined as follows: "Inspection shall consist of visual observations of materials, equipment or construction work for the purpose of ascertaining that the work is in substantial conformance with the Contract Documents and with the design intent. Others shall not rely upon such inspection as acceptance of the work, nor should it be construed to relieve the Contractor in any way from the obligations and responsibilities the Contractor assumes under the construction contract. Specifically, but without limitation, inspection by the Design Professional shall not require the Design Professional to assume responsibilities for the means and methods of construction, nor for safety on the jobsite." Add the following paragraph to Article 2.6.5: "Site visits shall be made weekly, for the estimated seven- (~-month construction period and are included under Basic Services. If additional trips are required for whatever reason, these trips shall be deemed as Additional Services and will be billed at hourly rates (see 11.3.1). If the completion date of the project is extended, Additional Services will be billed at hourly rates." 12.3 SERVICES NOT INCLUDED: A. Services not included: - Legal fees - Geotechnical investigation - Town permitting or approval process fees - Renderings or models - Construction Administration beyond Basic Services. - Testing of materials during construction period. - Asbestos survey or lead paint removal from existing building. - Mileage Q $0.55/mile. 0910-con.12 GLENN D. CORLEY, AIA Chairman KENNETH E. REDFOOT, AIA, LEED AP President MICHAEL L. HAMMERSLEY, P6 Partner . ANDREW R. CRUICKSHANIC, AIA, LEED AP '. _ Partner DAVID M. TAYLOR, AIA, LEED AP Partner KIMBERLY D. BUFF, AIA, LEED AP Associate . LAURENCE W. BUNCH,'AIA Associate HARRY M. JENSEN ASSOCIate KENNETH 6. SMITH Associate t~ r- ARCH T 'E' L C T S G N G (N I:i f: R S ° f' E. /~ N N b; K S August 26, 2009 Ms. Pamela K. Jones, Director Purchasing & Central Services Orange County 129 East King Street Hillsborough, Nc 27278 RE: Piedmont Food & Agricultural Processing Center 500 Valley Forge Road Hillsborough, NC PROPOSAL FOR PROFESSIONAL DESIGN SERVICES Dear Ms. Jones: Corley Redfoot Zack, Inc. greatly appreciates the opportunity to present our design fee proposal for the above-referenced project. Our understanding of the-scope of services is based on Orange County's RFP X5152 and on subsequent discussion held at our meetings ion May 26~ and July 29'x, 2009. We also understand that a construction budget for Building and Sitework and budget for Kitchen Equipment have been established as follows: Building and Sitework Budget: $ 892,500 Kitchen Equipment Budget: 350,000 Total: $1,242,500 Po Box 2368 .. Chapel Hill, lVC 27515-2368 • ?22 Cloister Court Chapel Hill, NC 2751-2212 ,~ YEARS (919) 401-8586 Telephone (919)'493-7306 Fax ww w.corleyredf ootzack. com It is also our understanding that improvements to the site will include design of required handicapped accessibility, design and detailing required for the truck dock area located at the northeast corner of the building, and development of an on-site storage area for Solid Waste. Parking and landscaping will be designed to meet the Town of Hillsborough's zoning requirements. The existiung one-story pre-engineered metal building, formerly the Orange Enterprise Facility, will be.renovated to accommodate the programmatic and budgetary constraint of the Piedmont Food & Agricultural Processing Center. Major renovations to the building include adding a wet and dry kitchen and a shipping and receiving area with a wash line easily accessible to the loading dock area. Also, a fire sprinker/protection system ~~ Ms. Pamela K. Jones August 2h, 2009 RE: Piedmont Food & Agricultural Processing Centrr paf;e 2 will be added to the building, and a new mechanical system is required for heating, air conditioning and ventilation. Corley Redfoot Zack's services include preparation for agency reviews involving the following: 7.. Town of Hillsborough Zoning Compliance 2. Orange County Building Inspections reviews, ultimately leading to obtaining a Building Permit 3. Orange County Environmental Health review and approval (since the project includes catering kitchens). 4. Town of Hillsborough Fire Marshal and Orange County Fire Marshal reviews of fire protection. 5. Town of Hillsborough Engineer s review and approval of grease interceptor review and approval. 6. North Carolina Department of Agriculture review and approval of food storage areas. We respectfully submit our design fee proposal of $99,600 for the scope of work outlined above. Included in this amount are the fees for a Food Service design consultant and a consultant with direct experience operating this Type of facility. Reimbursable expenses are not included in the design fee and will be billed at direct~cost on the monthly statements. Reimbursables include, but are not limited to, printing and copying costs, postage and shipping. Additional information pertaining to reimbursable expenses will defined in the Owner/Architect Agreement. We look forward to continuing our work on this very important and exciting project for Orange County. Sinter , i~~E~~ E. Redfoot, AIA, L,EED AP resident o910-pro ~ r ~ Coxr.~r 1Z~FOO~r ZACx