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HomeMy WebLinkAboutAgenda - 06-29-1993 - VIII-B 1 ORANGE COUNTY BOARD OF COMMISSIONERS Action Agenda Item No. VIE-8 ACTION AGENDA ITEM ABSTRACT Meeting Date: June 29, 1993 SUBJECT: CONTRACT APPROVAL; SOUTHERN HUMAN SERVICES BUILDING DESIGN SERVICES DEPARTMENT: PURCHASING AND CENTRAL SERVICES PUBLIC HEARING:YES: NO: ATTACHMENT(S): INFORMATION CONTACT: PAM JONES, ext. 2650 CONTRACT Telephone Number- Hillsborough 732-8181 Chapel Hill 967-9251 Mebane 227-2031 Durham 688-7331 PURPOSE: To consider approving a contract with Hakan/Corley and Associates for the design services associated with the Southern Human Services Building, Chapel Hill, NC. BACKGROUND: THE REQUEST FOR PROPOSAL(RFP) PROCESS Orange County recently solicited a Request for Proposal (RFP) for design services associated with the proposed Southern Human Services Building. Twenty-three firms responded. The planning committee reviewed each proposal and produced a "short-list" of six firms with whom to conduct interviews.The planning committee consists of Commissioners Stephen Halkiotis and Alice Gordon,Joyce Brown,Chapel Hill Town Council, Ned Brooks and Anne Maddry, neighborhood representatives, John Link, Jr, County Manager, Albert Kittrell, Assistant County Manager/Human Services, Martha Pryor-Cook, Social Services Director, Paul Thames, County Engineer and Pam Jones, Director of Purchasing and Central Services. The six short-listed firms were interviewed on May 19, 1993. After extensive review and discussion, the firm of Hakan/Corley and Associates, Chapel Hill, NC is being recommended to the Board of Commissioners as the design firm for the Southern Human Services Building. The design team assembled by Hakan/Corley for this project will include the following firms: Croxton Collaborative Architects,Heery International Energy Engineering,Neville Engineering,Reece,Noland and McElrath Engineering and Swanson and Associates. The fee for providing the design services indicated in the attached contract is proposed at $356,320. 2 SERVICES PROVIDED The fee includes the following services: 1. Programming, which includes, among other things, discussions with the various proposed occupants and begins to define the space and how it should function. 2. Studying the re-use of the existing house and how it might fit into the picture. 3. Studying the feasibility of a multi-function space which could also be used as a Commissioners meeting room. 4. Design development of a facility not to exceed 30,000 square feet. 5. Obtaining all approvals required by various regulatory agencies, eg. Special Use Permit (SUP) from the Town of Chapel Hill. 6. Preparation of all documents necessary for bidding and construction. 7. Twelve (12) months of construction administration. DIFFERENCES BETWEEN SOUTHERN HUMAN SERVICES BUILDING (SHS) AND GOVERNMENT SERVICES BUILDING (GSC) CONTRACTS You will note several differences between this contract and the contract for the Government Services Center(GSC) Project. The differences are more easily understood within the context of the expectations for this building as expressed by the planning committee and the proposed building occupants. First, it is anticipated that the Southern Human Services Building (SHS) will be less conventional than any other structure which the County has undertaken. From a functional perspective, the Human Services Department heads have expressed a desire to create a facility which acknowledges the changing needs of human service delivery. From an environmental perspective, the planning committee had as their driving premise the idea of efficient use of renewable energy sources in building materials, while creating an innovative and environmentally sustainable building.Each of these areas present new challenges to whatever design team we retain. Compared to the GSC contract, you will note these cost differences: 1. Basic service package for GSC was $231,000. Basic service package for SHS is $267,600, a 15.8% increase. Components which make up this increase include the following: a. There is $15,000 additional money in the SHS for additional project complexity and to coordinate a greater number of consultants than was the case with GSC. Since many of the ideas which are explored during the design of this building are not"business as usual", there will be considerably more time required of the architects and their consultants to research and verify the feasibility of the use of building products and equipment. b. There is a total of$65,000 included for construction administration in the SHS project. Although this is an additional $15,000 than was included in the GSC project, the need for supervision of the potentially specialized equipment, coupled with the fact that the actual hours spent for GSC were approximately$68,000(although Hakan/Corley billed only for the contract amount) serves to justify the request. c. There is an additional$1,400 included for meetings which require the involvement of the architects and/or their consultants. The planning committee has requested to be more involved in the project than was true of the GSC planning committee. It is anticipated that 3-4 additional meetings at critical project milestones will be needed. d. Compared to the GSC, there is an additional $9,000 allowed for civil engineering work. Since this site will require parking lot development, as opposed to parking lot enhancement as was the case at GSC, and since a new access road must be developed,there will need to be more hours spent on the SHS project. 3 e. The quotation for services from the mechanical engineer is$45,000 for SHS, as compared to $26,000 for GSC. This too must be considered within the context of the expectation of the facility. The mecanical engineer will be considerably more time involved in systems research for this project. It is interesting to note the delicate balance between the energy efficiency goal through the effective use of daylighting and the effect it will have upon the climate control systems for the building. Reece,Noland,McElrath,the mechanical consultant will work hand in hand with the design team to ensure our use of solar energy does not convert the building into a "boiler". ADDITIONAL SERVICES Services which are included as "Additional Services" in the contract, basically fall into three categories: 1. Site Master Planning, $15,500; 2. Regulatory, $26,220; and 3. Environmental and Energy related, $47,000. Site Master Planning We understand that it is premature at this point to actually site future buildings. However, we have requested that Hakan/Corley provide master planning to the extent that we would have reliable information about potential building locations on the site and associated square footage allowances. This would provide direction for future growth on the site. In addition, the resulting information will site the SHS building in a manner which will allow us to maximize the use of the land in the future. Regulatory These costs are directly related to the work that is required to prepare documentation and make presentations necessary to obtain the Special Use Permit (SUP) and the Zoning Compliance Permit from the Town of Chapel Hill. Representatives from Hakan/Corley will be present at the Commissioners meeting to elaborate on the various steps of the process. Note: Costs associated with preparations for the Town of Hillsborough's approval process for GSC is estimated to have been approximately $7,000. Environmental and Energy Related As indicated earlier in this document, a primary focus of the SHS planning committee was choosing a firm who could design an environmentally sensitive and an environmentally sustainable building. To that end, the Hakan/Corley design team includes Croxton Collaborative and Heery International Energy Engineering. Randy Croxton,a Manhattan,NY designer and a native of Lincolnton, NC, is well-known for his work with the National Audobon Society Building, NYC. The Audobon Building has a lighting budget of 0.72 watts/s.f./year. As a point of reference, the NC Building Code requires that a building be designed at 2.50 watts/s.f./year. Croxton Collaborative has developed a methodology over the last six years to address the sustainable/environmental and humanistic dimensions of designing for the built environment. Mr. Croxton Indicates in his proposal that, "In all cases, consideration is given to energy and resource conservation, indoor air quality (HVAC and material/product selection) and the life cycle impact of raw materials: extraction/gathering, embodies energy (transportation/processing), processing effects on water, land and global atmospherics. In addition, materials, products and systems re reviewed "in use" in terms of performance and humanistic impact. Final destination is considered with a view to reducing waste and landfill impacts." Heery will provide computer analysis which will test the design ideas and provide accurate estimates regarding energy and economic analysis and life cycle costing information. 4 The third member of the "Environmental/Energy issues" team is Costing Services Group. In order to ensure that we keep a balance between design goals and the budget, they will provide construction estimates at various critical points in the project. We have advised Hakan/Corley of what we perceive to be the project goals of the planning committee and proposed department heads, as well as what money is currently available for the project. We have requested that whenever project goals conflict with the funds available that they provide to us cost estimates of achieving the goal, as well as alternatives to how the goal might me met. The information will subsequently be referred to the Board for further direction. All of the aforementioned services are included in the contract amount of$356.320. As is true of all architectural and engineering contracts, certain expenses are added as "reimbursables". These include, but are not limited to, such items as printing, postage, facsimiles, mileage and travel expenses. The estimate given by Hakan/Corley for these expenses is approximately$20,000 for the life of the project. WHAT IS NOT INCLUDED IN THIS CONTRACT? As we proceed into programming,the expectation of the multi-purpose/Commissioners meeting room may require the services of an acoustical or audio visual consultant We will advise the Board as soon as we know that this will be necessary. The Board can subsequently provide direction based on the information received during the project's programming phase. Hakan/Corley has indicated that should an acoustical consultant be deemed necessary we could expect approximately $10,000 additional consultant expense. PROPOSED OCCUPANTS As a reminder,the following departments/functions were identified in 1988 to become occupants of the facility:Health Department (presently located in leased space at Carr Mill Mall, Carrboro), Department of Social Services, Department on Aging and JOCCA senior center programs and nutrition site,all of which are presently located in the Northside Facility on Caldwell Ext.,Chapel Hill, the Housing and Community Development office (presently located in leased space in the Moody Building,Carrboro),and Child Support Enforcement(presently operating one morning per week from leased space in the Moody Building). Since 1988 additional needs have been cited which should potentially be addressed through this project. These include a satellite office for the Sheriff's Department, and Commissioners meeting room and potentially an office for part time use by Cooperative Extension Service. RECOMMENDATION: Based on the preceding information and what we perceive the expectations of this project to be,the Manager recommends that the Board approve a contract with Hakan/Corley and Associates, Chapel Hill, NC, in the amount of $356,320 for design services of the Southern Human Services Building; and authorize the Chair to sign on behalf of the Board, contingent upon Attorney and staff review. 5 6/24/93 SOUTHERN HUMAN SERVICES BUILDING Chapel Hill, NC • Project #9316 EXHIBIT "A" MODIFICATIONS OF THE STANDARD AlA CONTRACT DOCUMENT B141 THE FOLLOWING SECTTONS ARE MODIFTED TO READ: Article 1, paragraph 1 .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 work. Upon request of the Owner, the Architect shall Submit for the Owner s approval a schedule for the performance of the Architect's services which may be adjusted by mutual agreement of the Owner and the Architect, as the project proceeds, and shall include allowances for periods of time required for the Owner's review and for the 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. Article 2, paragraph 2. 2.1: The Architect shall furnish a program to the Owner, as Basic Services, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner, and shall submit such understanding in writing, and shall furnish a copy to the Owner for its approval before proceeding with preliminary designs . Article 2, paragraph 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, Contruction Documents consisting of Drawings and Specifications setting forth in detail the work required for the Architectural, Structural, Mechanical, Electrical, service- connected equipment, and site work, and the necessary general conditions of the Contract. He shall provide the services of Professional Structural, Mechanical, Civil and Electrical Engineers, qualified by training and experience in their respective fields as needed to address the requirements of the project as defined herein; and shall require such professional engineers to place their seal, name and signature on the drawings and specifications prepared by them. Article 2, paragraph 2.4.2: The Architect, after consultation with Owner, shall prepare the necessary bidding information and bid forms to comply with public building laws as set forth in North Carolina General Statutes Chapter 143, including the necessary information required by Chapter 87 of the North Carolina General Statutes pertaining to the licensing of contractors, and shall assist the Owner in the preparation of the conditions of the contract and the form of the agreement between the Owner and the General and Prime Contractors. -1- 6 Article 2, paragraph 2 .4 . 3 : The Architect shall advise the Owner of any adjustments to previous preliminary estimates of probable Construction Costs indicated by changes in scope of the work requirements or general market conditions. Add as Article 2, paragraph 2.4 . 5: The Architect shall include in the bidding information, plans or specifications, a requirement that Prime Contractors provide operation manuals and adequate training for the experienced staff of the Owner in the operation of mechanical, electrical, heating and air-conditioning systems installed by the Prime Contractors. Add as Article 2, paragraph 2.5.2: In the event the lowest responsible bids exceed the funds appropriated for the project, the Architect, in consultation with, and at the direction of, the Owner, shall provide such modifications in the Contract Documents and/or negotiations with the low bidder as shall be necessary to bring the cost of the Project within the Project's budget. Article 2, paragraph 2 . 6 . 2 : The Architect shall provide administration of all prime Contracts for Construction, as set forth below, and in the 21st Edition of Form OC-15 by the State Construction Office of the North Carolina Department of Administration INSTRUCTIONS TO BIDDERS AND GAL CONDITIONS OF THE CONTRACT, dated April 1991 * The Architect prefers to use this document, as it more clearly defines the Multiple Prime Contract system than does the AIA form. Article 2, paragraph 2.6 . 3 : Construction Phase duties, responsibility and limitation of authority of the Architect shall not be restrianddArchatectdand extended of the Owner Article 2, paragraph 2 . 6 .4 : The Architect shall be the representative of the Owner during the construction phase of the contract period, and shall advise and consult with the Owner. Instructions to the Prime Contractors shall be forwarded through the Architect. The Architect shall have authority to act on Agreement, extent provided written agreement. Article 2, paragraph 2.6.5: The Architect shall visit the site periodically at intervals appropriate to the stage of construction, or as otherwise agreed by the Owner and the Architect in writing and shall review the work in progress during these on-site visits to endeavor to determine for the Owner's benefit and protection if the work is proceeding in accordancewith the intent of the Contract Documents and the construction schedule. The Architect shall be held to the standard of care (with regard to review by on-site visits) which is generally accepted in the industry among architects of similar skill and standing in the community. This duty shall not be interpreted to mean full-time service, without an amendment to the contract in writing, specifying this as an additional -2- 7 service. The Architect shall not be responsible for construction means, methods , techniques, sequence or procedures or for safety precautions and related programs in connection with the work; and he shall not be responsible for the Prime Contractors' schedules or failure to carry out the work in accordance with the Contract Documents . This paragraph shall govern and control in the event of any conflicts herewith in this agreement, except as otherwise provided in Article 12 . Article 2, paragraph 2. 6.6 shall read as follows: The Architect represents that he will follow the standards of care which are generally accepted among Architects of similar skill and standing in the community in performing all services under this agreement. Any defective designs or specifications furnished by the Architect shall be promptly redesigned by the Architect at no cost to the Owners. The Owner's approval, acceptance, use of or payment for all or any part of the Architect's services hereunder, or the project itself, shall in no way diminish the Architect's obligations of the Owner's rights hereunder. Article 2, paragraph 2.6.8 : Owner and Prime Contractors shall communicate through the Architect, Communications by and with the Architect's consultants shall be through the Architect. Article 2, paragraph 2.6.9 shall read: Based on the Architect's observations of the work, site visits, and evaluations of the prime Contractor' s applications for payment, the Architect shall review and certify the amounts due the Contractor. Article 2, paragraph 2.6.12 shall read: The Architect shall review and approve, or take other appropriate action upon, the Prime Contractors' submittals, including such things as shop drawings, product data, and samples, according to the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay in the progress of the work. The Architect's review shall not constitute approval of safety precautions, 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. Article 2, paragraph 2.6.20 shall be added and shall read: The Architect shall prepare or provide a set of record drawings, which Owner shall be at liberty to reproduce, showing significant changes in the work made during construction, based on marked-up prints, drawings and other data furnished by the Prime Contractors to the Architect, including, but not limited to, the location of water, sewer, telephone, eletric, gas, and other utility lines. Article 2, paragraph 2.6.21 shall be added and shall read: The Construction Administration phase will commence with the award of the contracts for construction and will terminate sixty (60) days after Substantial Completion. Any work performed later than sixty (60) days da s after Substantial Completion shall be billed to the Owner as an additional s ervice. -3- 8 Article 3, paragraph 3 .1 .1 : The services described in this Article 3 are not included in Basic Services , unless so identified in Article 12, or the attached Article 12-Exhibit A, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services . The services described under Paragraphs 3 .2 and 3.4 shall only be provided if authorized in advance in writing by the Owner. In the opinion of the Architect, if services described under Contingent Additional Services in Paragraph 3. 3 are required, due to circumstances beyond the Architect's control, the Architect shall notify the Owner of the need for these services and shall notify the Owner in writing prior to commencing such services. if the Owner deems that such services described under paragraph 3 . 3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required , the Architect shall have no obligation to provide those services . If however, The Owner indicates that, in his opinion, the services described under paragraph 3.3 are required, due to circumstances within the control of the Architect, and directs such services be provided as part of Basic Services, the Architect reserves the right to furnish said services and file a claim for additional payment. Article 3, paragraph 3.2.1 shall read: If the Owner and Architect agree that more extensive representation at the site than is described in Subparagraph 2.6 .5 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities, as Additional Services. Article 3, paragraph 3. 3.3, shall read: Preparing Drawings, Specifications, and other documentation and supporting data, (evaluating contractors' proposals deleted) and providing other services in connection with Change orders and Construction Change Directives, provided such change orders and construction change directives are required by causes not within the control of the Architect. Article 3, paragraph 3.4.1, is deleted. Article 3, paragraph 3.4.6, should be included as Basic Services, but only in order to arrive at a program of space needs. Article 3 , paragraph 3. 4. 16, is deleted. Article 6 , paragraph 6 .1 shall read: The Drawings, Specifications , and other documents prepared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project, and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory, and other -4- 9 reserved rights, including the copyright. The owner shall be permitted to retain copies, including reproducible copies, of the Architect's Drawings, Specifications, and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Architect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this Project, or for completion of this Project by others, unless the Architect is adjudged in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. The Owner may use the Drawings, Specifications and other documents prepared by the Architect for making repairs, modifica- tions, additions, or renovations of this Project without the knowlege or prior consent of the Architect, provided the Owner agrees to waive any claim against the Architect and defend, and indemnify to the extent permitted by law, and hold the Architect harmless from any claim or liability for injury or loss alledgedly arising from each use of said documents by Owner without participation of the Architect. Article 7, Negotiation and Dispute Resolution, shall read: 7.1 : The Owner and Architect agree to endeavor to provide written notification in advance of any litigation, concerning claims, disputes, and other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof. 7.2: The parties agree to endeavor to negotiate in good faith prior to litigation, concerning claims, disputes and other matters in question arising out of or relating to this Agreement or the breach thereof. 7. 3: Nothing herein contained shall be construed to require the parties to provide written notification or engage in negotiations prior to the institution of litigation, nor to submit for arbitration by a third party or parties, any such claim, dispute or other matter in question between the parties, but the parties may by mutual agreement submit any claim, dispute or other matter at Issue to arbitration in accordance with the North Carolina Uniform Arbitration Act, GS 1-567 .1, et seq. , or such other arbitration procedure as may be mutually agreed upon between the parties. Article 10, paragraph 10 .2.1.6 : delete. Article 12, paragraph 12.2, add the following paragraph: The Architect shall purchase and maintain in full force and effect a Professional Libability insurance policy issued by a company or companies licensed to do business in North Carolina, providing coverage in an amount not less than $250,000 and the Architect shall provide the Owner a Certificate of Insurance issued and endorsed by the insurance carrier certifying that -5- 10 the said policy or policies shall not be cancelled, modified, allowed to expire, or reduced in coverage until at least thirty days prior written notice has been given to the Owner by certified mail. Cancellation of the said policy without replacement with a substitute policy preventing a lapse in coverage or a modification or reduction in coverage without the written consent of the Owner shall constitute a breach of this Agreement by the Architect. -6- ORANGE COUNTY SOUTHERN HUMAN SERVICES BUILDING 11 Exhibit 'B„ 6124/93 DESCRIPTION OF OTHER SERVICES AND ADDITIONAL SERVICES INCLUDED WITHIN BASIC COMPENSATION: . . I. The Programming of the various County offices and agencies to be housed in this facility is part of Basic Services. 2. The Basic Compensation is based on Orange County's building program of 30,000 S.F. of building area. Increases in the scope of the project beyond 30,000 shall require a change order to this contract for the additional design services required to design a larger project. This contract assumes that the project will be bid as one construction project. Bidding in phases, or as separate construction projects, shall require additional compensation to the Designer for increased design and administrative costs. 3. The basic services include the design of a simple multipurpose meeting room (i.e. not an auditorium with fixed seating) to be used, in part, for County Commissioners' meetings. Basic Services include the design of this space as a level-floored, subdividable room without special acoustical or audio- visual enhancements. Should the program for this space be revised to require that the services of an acoustical, audiovisual, food service or other specialty consultant(s), then those fees shall be reimbursed to the Designer as an Extra Service. 4. The basic services include the structural investigation of the existing dwelling on the project site to determine the feasibility of the re-use of this building. The basic services include th,e study of the potential for the use of this dwelling to serve the needs of this or future projects for this site. Should it be determined that this dwelling can be incorporated into the 30,000 SF building program for Southern Human Services, then the associated design services are included in the Basic Compensation. Design services involving the use of the existing dwelling outside of the 30,000 SF program shall be considered Extra Services. 5. With regard to the importance of sensitivity to the environment: As designers, we are pleased that we have been directed by Orange County to take an environmentally enlightened approach to designing this project. Environmental sensitivity involves re-thinking and broadening our entire page 1 ORANGE COUNTY SOUTHERN HUMAN SERVICES BUILDING 12 Exhibit "B" 6/24/93 approach to building and site design. Toward that end, we will study alternative materials, methods, and building forms which can achieve an environmentally responsible design. To assist us in this effort, we will secure the service of the Croxton Collaborative, and specifically Mr. Randy Croxton, as our consultants, as described below under "Additional Services". We will consider issues of indoor air quality, recycling and recycled building products, low embodied energy, microclimate, site runoff, etc. This will not be a "business-as-usual" approach to designing a project. At the same time, we will not ignore that we are also addressing a functional program and a budget. We will advise you when we perceive that environmental goals are at variance with the program or budget so that the Committee and elected officials may participate in the value judgements which will be inevitably necessary. 6. The construction administration fees for this project are based on an anticipated 12-month construction period. Construction Administration Services beyond the period 12-months from the Notice-to-Proceed to the Contractor shall be considered Extra Services. 7. At the conclusion of the Programming Phase, Hakan/Corley & Associates shall prepare an estimated schedule of the time for design, approval, and construction phases of this project. We shall update this schedule periodically and notify the County of any foreseen changes to each subsequent schedule. Due to the fact that elements of the schedule, such as County and Town approval processes and contractor performance, are not within the control of the Designer, Hakan/Corley & Associates shall not be responsible for the failure of the project to meet any specific deadline. 8. Hakan/Corley & Associates understands that the scope of interior design services is limited to color selection and the selection of furnishings for the reception and common areas. Hakan/Corley & Associates will, however, provide a criteria package describing the environmental and color aspects of furniture selection for the balance of the building. We understand that the County will provide its own inventory of existing furnishings. page 2 ORANGE 93 COUNTY SOUTHERN HUMAN SERVICES BUILDING 13 Exhibit "B" 6/24/ H. 1 _•► . • • R.WIL• Ili • • • 7 • ' i I • •► , .;•!&/_ ,._ • :. M ►.'.s :. _► .. ,in the Basic Co 1, .e. '6n am►unt of A� Sire Master Planning Hakan/Corley & Associates will explore site potentials toward the goal of ascertaining that the design and siting of the Southern Human Services Building does not needlessly limit the future utilization of the site. This is as opposed to developing a finite and fared plan that will be rigidly adhered to. It is our understanding that the master plan will not be part of the two site schemes required under Orange County's defined approval process, nor will it be part of the Special Use Permit submittal. As part of the master-planning process we will study and make recommendation on the desirability of rezoning the property to allow more built area, keeping in mind that maximizing the land use ratio may run counter to our environmental goals. The use of the existing house, either for the SHS program, or for future or alternate uses, will be considered as part of our master-planning effort. Hakan/Corley & Associates will make application, on behalf of Orange County, to the Town of Chapel Hill for a Special Use Permit for the design approved by the County Commissioners. This portion of our fees includes the services of a Landscape Architect and of a Traffic Consultant, both of which are required to satisfy Town of Chapel Hill requirements. Also included are services required to obtain a Zoning Compliance Permit from the Town. Our services include representation at the various public meetings which constitute part of the Town SUP approval process. ncreased envir.n tal . .iti .n. n- •- I ss_- _ • -s'•, e • _ . I. Recognizing how crucial the issues of energy efficiency and environmental preservation are to the mission of this project, we will retain Randy Croxton and his firm, Croxton Collaborative, as an integral part of the design process. We have Mr. Croxton's commitment to seven visits during the design and presentation stages. His personal appearances at critical stages may be page 3 ORANGE COUNTY SOUTHERN HUMAN SERVICES BUILDING 14 Exhibit "B" 6/24/93 supplemented by videotaped presentations of the concepts and recommendations of the design team with regard to environmental issues. The services of the Croxton Collaborative will be supplemented by computer daylighting analysis by other consultants and by professional cost estimating of systems alternatives. 2. Hakan/Corley & Associates will set as our goal minimizing energy consumption to the degree that practicality and budget permit. While we feel it would be both premature and potentially misleading to commit to numeric values at this point, we are aware of the goal of the Committee with specific reference to energy is 20,000 BTU's/sf/yeax, and for lighting cost is $1.00/sf/yr. We do not fed that we know enough of the program specifics, especially with regard to time-of-day usage of the building, to guarantee that these goals are achievable. Our commitment then is to come as dose as possible to these goals within the existing budget. If the goals prove to be non- achievable within that budget, we will advise the Committee of the estimated additional costs of meeting them. III. The following services are excluded from this ement. Should these services be requested of •i aosidcrcd Extra Services: 1. Reimbursables as described in Article 10.2 2. Assistance in obtaining public or private grants for energy studies and energy conservation, etc. 3. Interior design services, other than for common areas and providing the selection criteria described above. 4. Consultants fees for specialty consultants associated with the multi-purpose meeting room (e.g. acoustical, audio-visual, food service consultants) page 4 SOUTHERN HUMAN SERVICES 6/22/93 15 Exhibit "C" page 1 Who Based on Fee quote Hakan/Corley Basic Services including Programming, Arch, Civil,CA& As-builts $200 400 Reece, Noland quote $45,040 & McElrath Neville quote $15,000 Swanson quote 7,200 Subtotal Basic $267400 Services Note that the above Basic Services fees are based on a project area of 30,000 SF and a±34 acre site. Construction Administration is based on a 12-month construction period. SOUTHERN HUMAN SERVICES 6/22/93 16 Exhibit "C" page 2 Additional Services, Master Planning Master Planning H/C &A $10,000 Swanson 2,500 Croxton 3,000 subtotal, Master Planning = $15,500 Additional Services, Regulatory Town of Chapel process only_doesn't Hill Special Use include Civil D.D. Permit process, (which is included in including the basic services) Zoning Com- pliance Permit -Ha.kan/Corley $19,000 Swanson 2,000 Parsons- quote $5,220 Brinckerhoff (traffic consultant) subtotal, $26,220 regulatory - Additional Services, Environmental and Energy Related Croxton quote $36,000 Collaborative Heery quote $9,000 Costing Services to price energy related 2,000 Group alternatives _ subtotal, environmental Sr energy $47,000 related = Subtotal Additional Services $88,?20 Total Services a $356,320 TOTAL P. 12 • T H E A M E R I C A N I N S T I T U T E O F A R C H I T E C T 17 MA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT trade as of the twenty-fourth day of June in the year of Nineteen Hundred and ninety-three. BETWEEN the Owner: County of Orange, North Carolina (Name and address) -- P. 0. Box 8181 Hillsborough, NC 27278 • and the Architect: Hakan/Corley & Associates, Inc. Name and addreaa) P. 0. Box 2368 121 S. Estes Drive, Suite 206 Chapel Pill, NC 27514 For the following Project: (Include detaaed dfscr4 mon (Pr+Oject. tocatkm, address and SCope) Orange County Southern Human Services Building at Homestead Road, Chapel Hill, NC. The Owner and Architect agree as set forth below. copyright 1917,1926, 1948, 1951,1953,1958,1961,1963,1966, 1967,1974,1974,1977,t 1987 by The AencrIcan institute of Architects, 1735 New York Avenue, N.W.,Washington, D.C. 20006. Reproduction of the material herein or Substantial quotation of its provisions without written permission of rhr MA vielates the copyright laws of the United Stales and Will be subject to legal prosecution AIA cocumintr 8141•OWNER-AKCHITEt 'AGREEMENT• POURTBCNTI(EDITION•A]A° •01967 THE AMEitICAN INSTITUTE OP ARc MrrecTS.1735 NEW YORK AVENUE.NW.,WASHINGTON,D.C.20006 5141-1987 1 s. • is 18 TriuviS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents ARCHITECT'S RESPONSIBILiTIES consisting Of drawings and other documents to lox and describe the size and character of the Project as to architectural, stoic- 1.1 QT'S SERVICES tural, mechanical and electrical systems materials and such 1.1.1 The Architect's services consist of those services per- other elements AS may be aopropriatC. formed by the Architect, Architect's employees and Archtiteel's 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Coca and ally other services included in Article 12. 1.1.2 The Architect's services stall be performed as expedi- 2.4 CDNSTRUC?10N DOCUMENTS PHASE tiously as is cnni1Stcxlt with professional skill and care arlci the 2.4.1 Based on the approved Design Development Duey- orderly progress of the Work.Upon request of the Owner,the merits and any further adjustments in the scope ur aptafity of Architect shall submit for the Owner's approval a schedule for the Project or in the exeutrtmcnt1 In tJtct authorpeet by the the performance of the Arclds.and s services which may has Owner,the Architect stall prepare,for approval by the Owner. adjusted d the Project proceeds,aril shall include allowances Construction Dsocu ente consisting of Orewings and SpcCifice. for periods of time required fie the Owner's review and for lion setting forth in detail the requirements for the ConStruc- approval of submissions by authorities having jurisdiction over lion of the Project. the Project, Time limits established by this schedule approved by the Owner'shall nix,exceje for reasonable CIUSe,he Lv tUCd 2.4.2 The Architect shell assist the Owner in the preparation of by the Architect or Owner. the neceeary bidding information. bidding forms, the Condi- tions of the Contract,and the form of Agreement between the 1.1.3 The services covered try this Agreement are subject ro Owner and Contractor. the rime limitations contained in Stihpurlgraph 11.5.1. 2.4.3 The Architect shall advise the Owner of any adjustments .E 2 to previous pl'eliminery estimates of Construction Cost indi- cated by changes in requirements or general market conditions, SCOPE OF ARCHITECT'S BASIC SERVICES 2.4.4 The Architect shalt arse the Owner its Connection with 2.1 DEFIM,nON the Owner's responsibility for filing documents trquircci for the approval of goverraneetel authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of t dse described over the Project. in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic 5crviCv,and inchtde normal stele- 2.5 RDDING OR NEGOTIATION PHASE turd, ntechenical and ciertrical engineering services. 2.5.1 The Architect, following the Owner's approval of the 2.2 SCHEMATIC DESIGN PHASE Construction Docurneres and of the latest preiimirnary estimate 2.2.1 The Architect shall review the program ibrntshed by the of C'nnstnJCtirar' Cost,shall assist the Owner in tnhtainirhg bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual tnale•r landing Of SUCtI requirements with the contracts for construction. Owner- 2.6 CONSTiNJCTIOitI PHASE—ADMINISTRATION 2.23 The Architect shall provide a preiirttionary evaluation of OF THE Qp1 RUCTION CONTRACT the owner's program, scitedtile and construction budget requirements,each in terms of the other,subject to t c lirnita- 2.6.1 The Architect's responsibility to provide Basic Services tions set forth in Subparagraph 51-1- for the Construction Phase under this Agtocmcrtt commences' with the award of the Contract for Construction and terminates 2.2.3 The Architect shall review with the Owner *emotive at the earlier of the issuance to the Owner at'the final Certificate approaches to design and construction of the Pr+ojcct. for Payment or 60 days after the date of Substantial Completion 23.4 Based on the Mutually agreed-upon progrartl, Schedule of the Work,unless extended under the terms of Subparagraph and construction budget requirements, the Architect shall 10.3.3. prepare, for approval by the Owner, Schematic Designn.Doco- 2.6.2 The Architect shall provide edministratirrf of the Con- rments consisting of drawings and other documents illustrating tract for Construction as set forth below and In the edltican of the scale and relationship of Project components. A1A Document A201, General Conditions of tlx:Contract for 2.24 The Architect shall submit to the Owner a preliminary Construction, current at of the date of this Agreement,unless estiunale of Construction Cost based on current area,volume or otherwise provided in this Agreement. other unit costs. 2.6.3 Duties,responsibilities end limitations of authority caf the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted,modified or extended without written agreement of the Owner and Architect with cogent of 2.3.i Based on the approved Schematic Design Documents the Contractor, which consent shall not he unreasonably and any adjustments authorized by the Owner in the program, withheld. AiA OOCYMERrT 6141 OWNF3t•AACNITECT AGREEMENT•5dx RTtE111'H EDiTlON •AMA* •e19e7 Bi�t•1SB7 THE AMERICAN IN5TSTUTE OF ARCHITECT.1735 NEW YORK AVENUE.N,W.,WASI tUNGTpty,D.C.20006 19 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work,(2)reviewed construction means,meth- and consult with the Owner(i)during construction until final ode,techniques,scgvences or procedures,(3)reviewed copies payment to the Contractor is due,and(2)as an Additional Scr of requisitions received from Suhc.ontracto s Rod material sup- vice at the Owner's direction from time to time during the eon pliers and other data requested by the Owner to substantiate rectiOn period described in the Contract for Construction.The the Contractor's right to payment or(4)ascertained how or for Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided In this Agreement unless otherwiFc on account of the Contract Sum. modified by written instrument, 2.6.11 The Architect shall have authority to reject Work which 2.6.5 The Architect shall visit the site at interval,4 appropriate does not conform to the Contract focume*tts. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally Pzniliar iron of the intent of the COntraci Docurtienas, the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed ink man. Work in acconiarnti with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor manta, whether or not such Work is fabricated, installed or dance with the Contract Documents. However, the Architect completed.However,neither this authority of the Architect nor shall not he required to make exhaustive or continuous on-site a derision made in good faith either to exercise or not to eater• inspections to check the quality or quantity of the Work. On clay such authority shalt give rise to a duty or responsibility of the basis of on-site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers. their agents or employees or tither per the Work, and shall endeavor to guard the Owner again;tt stns performing portions of the Work. defects and deficiencies in the Work. (More extensive site representation may be agreed to as an ftddflirmal Sertricx as 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop Drawings Product Data and Samples, but only for the limited 2.6.8 The Architect shall not have control over or chharlte of purpose of checking for conformance with information given and shall not be responsible for construction means,methods, and the design concept expressed in the Contract Documents_ techniques, sequences or procedures,or rot safety ixtx:atuiuns The Architect's action shall he takers with such reasonable and programs in connection with the Work, since these are promptness as to Cause no delay in the Work or in the eon- solely the Contractor's reaporist ility under the Contract for struction of the Owner or(if separate corttraCtorS,while allow- C'"ctnstruction. The Architect shall not be rnsponsit$e nit the ink,*Sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in aCCor" permit adequate review. Review of such submittals is not con- dance with the Contract Documents. The Architect shall not ducted fps the purpose of determining the accuracy and corn have control over or charge of acts or omissions of the Connie- pletenenc of other details such as dimensions and quantities Of tor. Subcontractors, or their agents or employees, or of any for substantiating in ructions for installation or perkxmancr of other persons performing portions of the Work, equipment or systems designed by the Contractor,all of which . ' remain the responsibility of the Contractor to the extent 2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architects review wherever it is in preparation or progress, shall not constitute approval of safety precautions or, unless otherwise ape ifically stated try the Architect, of cotraructam 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures, The Docuniet•its Or when direct communications have been •fl- Architect's approtal of a sperlfic' item shall not indicate cially authorized,the Owner and Cona.•-tor shall conmitinicute approval of art assembly Of which the item is a component. through the Architect,Communications by anti with the Archi- When professional certification of performance characturisticx tect's consultants shall be through the Architect, of materrais,systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon suit 2.8.8 Batted on the Architect's observations and evaluations of certification to establish that the materials, systems or equip- the Contractor's Appiiutin ne for Payment, the Architect shall merit will meet the performance criteria required by the Con- te-view and certify the amtnmis due the Contractor, tract Uocvntcnt5. 2.6.10 The Architect's cariticarion for payment shalt cons- 2.6.13 The Architect shall prepare Change Orders and Con- cute a representation to the Owner, bated on the An-hitcct'a struction Change f)irectives, with supposing cicx-umcnution ci i'envatkuis al the site as provided in Subparagraph 2.6.5 and iind data if deemed necessary by the Architect as provided i on the data comprising the Contractor's Application for Pay- Subparagraph 3n_1 and 3,3.3. for the Owner's approval and anent, that the Work has progressed to the point indicated and execution to accordance with the (3antra:I I)ocuments, arid that,to the best of the Architecx's knowledge,information and may authorize minor changes in the Work not involving an belief,f,quality of the Work is in accordance rordancc.with the Contract adjustment in the Contra t Sum or an extension of the Contract Documents. The foregoing representations are subject to an Tine which are not inconsistent with the hit:nit of the()srntract evaluation cif the Work for conformance with the Contract ()moments. D euments upon Substantial Completion. to results of Subse- quent testy;and inspections,to minor devitaktns from the(axe 2.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to ape• the date or dates of Substantial Completion and the date of final cifhc qualificatioxn%expxeane:d by the Architect.The issumceof•a cumpiction, shall receive and forward at the Owner for the Certificate for Payment shall further Constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and a5sein- fled. however, the Laurance of a Certificate for Payment shall bk'ei by the Contractor.and shall issue a final Certificate fur Pav- nor he a representation that the Architect hat{t)made exhaui;- rncnt upon r;tnnphance with the requtremenos<il•the contract eve or continuous cm:site inspections to check the quality or f]oxument5. AlA DOCUMENT Inc •cw NER-ARcHtr-cCE AGREEMENT•FOcKTtasrrm anslON•AtA• •3 i907 3 8141-1987 TiinAMetticaN taarrne•r 05 ARC71ITECTS,1735 NEW YORK ANf„"<t E,N.W..WsSMlNOTCrt,DC.70005 19 2.6.15 The Architect shall interpret and decide matters con. 3.2.3 Through the observations by such Project ICeptesen- cerning performance of the Owner arid Contractor under the tatives,the Architect shall endeavor to provide further melee- requirements of the Contract Documents on written request of don for the Owner against defects and deficiencies in the Work, either the Owner or Contractor. The Architect's response to but the furnishing of such protect representation shaft not such newests shall br made with rerisoneblc promptness and modify the rights,responslbilities ar obligations of the Architect within any time limits agreed upon, as described elsewhere in this Agreement, 24.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reann2bly inferable from the Contract Documents and shall be in writing or in the roan of 3.3.1 Making revisions in Drawings, Specifications or other drawings, When making such interpretations and initial tied- documents when such revisions arc: sleets, the Architect shall endeavor to secure faithful perfor- mance by both owner and Contractor,shall not show partiality .1 inconsistent with tipprovats or instructions previously to either,and shall not he liable for results of interpretations or given by the Owner,including revisions male neoes- decisions So rendered in good faith. sary by Adjustments in the Owner's program or Proj- 2.G 17 The Architect's decisions on matters relating to aesthe- set budget; tic effect shall be Final if consistent with the intent expressed in .2 required by the enactment or revision of codes,laws the Contrail lku•timems. or regulations subsequent to the preparation of such documents;or 2.6.12 The Architect shall 3tndtV written decisions within a reas enable time on all claims,disputes or other matters in clues .3 due to changes required as a result of the Owner's bil- lion between the.Owner and C:ontractor relating to the execu- ure to render decisions in a timely merrier. tion or progress of the Work as pruvidcd in the Contract Documents, 3.3.2 Providing services required because of significant 2.6 1!! The Architect's decisions on claims, disputes or other `hams in the Project including,but not limited to, size,qual- ity, complexity,the Owner's schedule,or the method of bid- matters, including those in question between the Owner and ding or nego thtingand cu trio*ins for constnactinn,except.for Contractor, except for those relating to aesthetic effect as pro set-vices required under Subparagraph 5,1.5. vided in Subparagraph 2.6.17,shall be subject to arbitration as provided in this Agreement and in tlx:Contract Documents. 3,3.3 Preparing Drawings, Spcciftratkins and other docurntti- tation and supporting data. evaluating Cos ttattOt S proposals, and providing other services in connection with Chattfae ARTICLE 3 Orders and Construction Change Directives, ADDITIONAL SERVICES 3.3.4 Providing services in connection wen evaluating sutastl. tvtions proposed by the Contractor and making subsequent 3.1 GENERAL _ . revisions to Drawings,Spcci&cationss and other documentation resulting therefrom, 2.1.1 The services described bt this Article 3 are not included in Basic Services unless sn identified in Article 12.and they shaft 13.5 Providing consultation concerning repl cement of Work be paid for by the Owner as provided in this Agrccnient. in ddm tai hr firs or other caress during construction, anti fur- addition to the compensation for Basic Services. The services nislting services rexiuircni lei connection with the replacement described under Paragraphs 32 and e.4 shall only he p rtwickd c}f such Work. If authorized or confirmed ir1 writing by the Owner.If services 3.3.6 Providing;services made necessary by the default of the described under Contingent Additional Services in Paragraph Cu,ttrrCtor,by major defects or dieficienciess in the Work of the 3.3 are required due to circurntaanet'.s beyond the Architect's C.c>ntradrttyr,un by Canute of performance of either the r)wrter c it control, the Arthitter shall notify the Owner prior to corn- Contractor under the Contract for C onsttu tir)n. mcnring such services.If the Owner deems that Such sinuses described under Patagreph 3.3 art not required. the Owner 3.3.7 Providing services in evaluating an extensive number of shall give prompt written notice to the Architect. tf the Owner elafat,S submitted by the Contractor or '.'there in connection indicates in writing that all or part of such Contingent Adkil- with the Work. , serial Services are not required,the Architect shall have no ohli 3.3.s Providing servicel in connection with a public hearing, gation to provide those services. arbitration proceeding or legil proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for ahemit e,separate or eequetltiil hies or providing services in connection with bidding,negotie- 3.21 If more extensive r prise tatiooe at the site than is tine or construction prior to(he completion of the Construe - provide in Subparagraph 2.6.5 is required.the Architect bhall provide one or more eroj et Kepreseinalivr to assist in carry slim A(ecumertta Phase. ing out such additional on•sitc responsibilities. 3.4 OPTIONAL AOOITIOMAL SERVICES 8.2.2 t'rojcci Representatives shall be;aelss tcd, employed and directed by the Architect, and the Architect shall hr romp en- 3.4.1 Providing analyses of die Owner's needs and progritm- sated therefor as agreed by the Owner and Architect. The ruing th>s; requirements of the Project. duties, r sponsibiiltics and limitations of authority of Project 3.4.2 Prtt.iding financial feasibility or other special steadies. Representatives shall be as described in the edition (if AlA isueumcrit 13352 c-urrcnt as of the elate of this Ay,rxtmrnt,tintrvs 3.4.3 providing planning surveys, site evaluations or con- otherwise agreed. p)aradve studies of prospective sites. AlA DOCUMENT D1t1 •OWNER•ARCIIITECT AGREEMENT•FOURTEENTH EDITION•ALA• •6t5tStar THE.AMERICAN INSTITUTE OF ARCHITECTS,less NEW YORK AVENUE.NW.,WASHINGTON.D.C,20(Ke6 8141-1987 4 • 20 3.4.4 Pmvidirtg special surveys, environmental Studies and 4.2 The Owner shall establish and update an overall budget for submissions required fur approvals of governmental authorities the Project,including[the Construction Cost,the Owner's outer or others having jurisdiction over the relent. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities systems 4.3 if requested by the Architect, the Owner shall furnish evi- and equipment dente that finaneiel arrangements have been made to fulfill the 3.4.5 Providing services to investigate existing conditions or (3wrtGr'.a nhlip ationt tinder this Agreement. facilities or to make measured drawings thereof. 4.4 The Owner shall des etc a represetiiatrve authoriend to 3.4,7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The other information furnished by the Owner_ Owner or such authorized re piescntxtive efull render decisions in a timely nuutricr pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation n of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical 3.4.9 Prpvidingt scrvicYS in connection with the work Of a con- characteristics,legal limitations and utility locations for the site struction manager or separate curnuharns retained by the of the Project, and a written legal n s description of ama site. The f}wnez surveys anti l�l information [;hall include, as applicable, spades and lines of streets, alleys, paaaernents and adjoining 3.4.10 Providing detailed cstimatcs of Coestruction Cost. property and structures; ad eeent drainage; rights-of-way, restrictions, eeeemena, encroachments, zoning, deed restric- 3.4.11 Prtwiding detailed quantity surveys or inventories of lions, boundaries and Contours of the site; locations, damn. material, equipment and labor. shins and necessary data pertaining to existing buildings, other 3.4.12 Providing analyses of owning and operating carne;. improvements and tines;and information concerning available utility services and lines, both public and private, above and 3.4.13 Providing interior design and other simikir services below grade, including inverts and depths.All the information requited for or in conncrtion with the selcthon, procurement on the survey stall be referenced to a()reject bencle nark_ or install ltion of furniture,f irnishings and relined equipment. 3.4.14 Providing services for pilot tenant or rental cos, 4.6 The Owner shall furnish the services of geotechnical ens". pl n$ spa veers when such services are requested by the Architect. Such 3.4.15 Rival investfinaions. inventories of maitxrais or equip- ee'rvi[es may include but are not limited to test bctriegs, two merit,or valuations and detailed appraisals of existing feeittiat: pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,ground corrosion and make 3.4.18 Preparing a set oaf reproducible record drawings show- tivity tests, including necessary operations for arnicip afin8 Sub- ing significant changes in the Work nude durwig construction soil conditions, with reports and appropriate professional based on marked-up prints, drawings and other data furnished recommentintionc. by the Contractor to the Architect, 4.6.1 The Owner shall furnish the services of other consul- 3.4.11 l?reviding assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems suds as toting,adjusting and balancing,preparation of Of the Project and arc requested by the Architect. operation and maintenance manuals, training personnel for operation and maintenance,and consultation during operation, 4.7 The Owner shall furnish structural,mecharnical,t heroic 1, 3.4.16 Providing KIVtCCi after issuance to the Owner of the air and water p Oliutio n IOTA, tests for harardous materials, and other laboratory and environmental tests, inspcCripns and final Certificate for PeyUlcit, or in the absence.of a final Ccr- BLS required by law or the Comma Dox-urticnes, tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work- 4.4 The Owner shall furnish all legal,accounting and insurance 3.4.19 Providing services of consultants for other than archi counseling services as may be necessary at any time for the icctural, structural, mechanical and electrical engineering pole Project. ioteludiitg auditing Services the Owner may requite to dons of the Project provided as a part of l aic Services. verify the Contractor's Applications for Payment or to asceruin how or for what pi/Toilet the Centers/30r has used the money 3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner, this Agreement or not customarily furnished in accordance with generally accepted architectural preceice. 4.9 The services,information,surveys and reports required by Paragraphs 4,5 through 4,8 shall be furnished at the Owner's expense, and the Architect shall he entitled to rely upon the accuracy and complete-new thereof. ARTiCLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. i 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications trquirancnts for the Project, including a program which shall requested of the Architect or Architect's consultants shall he act forth the Owner's objectives,schedule, constraints and cri- submitted to the Architect for review and approval at least 14 term, including space requirements and reJsekorishipv, flexi- days print to execution.The Owner stall not request certifies- bUlly, expandability, Special equipment, systems and site dons that would require knowledge or services beyond the requirements. scope of this Agreement. AU OOWRIENT 1141 • owNER•ARcHrrE'CT MixtItMtNT• FOURTEENTH EDITION•AIA* • ©19117 5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS.1755 NEW YORX AVENUE,NW.,WASHINGTON,D C.20006 21 ARTICLE 5 .3 if the Protect is abandoned, terminate In accordance CONSTRUCTION COST with paragraph 8.3;or .4 cooperate in revising the Project scope and quality as 5.1 required to reduce the Construction Cost, 5.1.1 The Construction Cost shall be the total cost or ti 5.25 if the Owner chooses to proceed under Clause 52.4.4, mated coast to the Owner of all clematis of the Project designed the Architect, without addition charge,shall modify the,C.rm- or specified by the Architect, tract I vw'rae cu%sea necessary to comply with the fixed limit,if established as a condition of this Agreement.The modification 5.1.2 The Construction Cost shall Include the cost at current of Contract Documents shall be the limit of the Architect's market rates abhor and materials furnished by the Owner tall responsibility arising out of the establishment of a fixed limit. equipment designed, specified, :clecrrtl or specially provided The Architcct shall be entitled to compensation in accordance for by the Architect,plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tTae[or's overhead and profit. In addition, :r rextnnable allow- the Construction Phase is commenced. ante for contingencies shall he included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Ardtiteet and Architect's consultants, the costs of the land, ovecricsnows AND OTHER DOCUMENTS rigbts•of•way, financing or other costs which arc the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and other documents pre- ' 5.2 FOR CONSTRUCTION COST payed by the Architect for this Project arc instruments of the Archtteett•s service for ace solely with respect to this Project 5.2.1 !:valuations of the Owner's Project budget,preliminary and,unless otherwise provided, the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documenn and shall retain all common law, strutdctn Cast,If any, prepared by the Architect,represent the statutory and other reserved rights, including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,inducting repro- the construction industry. tt its recognierre however,that oei- dueible copies,of the Architect's Drawings,Specifications and Cher the Architect nor the Owner has control over the cost of other dCtcumenes for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project.The Mehl- of determining bid prices,or over nunpetitive bidding,marker tort's Drawings,Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot tied by the Owner or others on other projects,for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others.unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement. estimate of Construction Cost or evaluation prepared Of agreed except by agreement in writing and with appropriate compen- to by the Architect. =bon to the Architect. 5.2.2 No fixed limit of Construction cost shall be established i.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing,proposal or regulatory requirements or for sinner purposes in contortion %Stahiishment of a Project budget, unless such fixed limit etas with the Project is not to be construed as publication in drrrrga- been agreed upon in writing and signed by the parties hereto.If Ilan of the Architect's reserved rights. such a fired IiMit hat been established, the Architect shalt be permitted to include contingencies for design, bidding and price oscalstitrn,to determine what materials,equipment,com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in ARTICLE 7 the scope of the Project and to include in the Contract Docu ARBITRATION ments alternate bids to adjust the Construction Cost to the fixed limit.Fixed lirnitx,if arty,shall be increased in.the amount of an 7.1 Claims,disputes or other matters in question betwet n the increase in the Contract Stum occurring after execution Of the parties to this Agreement arising out of or relating to this Agree- Contract tor Construction, anent or breach Memo( be subject to and decided by arbi- 5.2.2 If the Bidding or Negotiation Phrase has not commenced [ration in accorctinee with the Construction Industry Arbltr4- within 90 days after the Architect submits the ConstruCtioil Lion Rules of the American Arbitration Association currently in Daemxnents to the Owner,any Project budget or fixed limit of effect unless the parties mutually agree otherwise. Construction Cost shall be adjuster to reflect changes in the 7.2 Denzeid for atbitration shall be filed in writing with the general level of prices in the construction industry between the Arbiter- date of submission of the Construction Documents to the other party to t.A demand for and with the shall be can within Owner and the date on which proposals are sought. afore sonabltlon.A demand for arbitrnkxt shall be other matter within a reasonable time after the claim, dispute or uthCr matter in 6.2.4 If a need limit of Coreaructkan cost (adjusted as lm} question has arisen In no event shall the demand for arbitration's vided in Subparagraph 5.2.3)is exceeded by the lowest bona be made after the date when institution of legal or equitable fide bid or negotiated proposal. the Owner shall: proceedings based on such claim, dispute or other matter in .1 give written approval of an increase lo such fitted ClueStk10 would be tamed by the applicable statutes of!decent ions, hitrlitt 7.3 No arbitration arising out of or relating to this Agreement .2 authorize rebidding or renegotiating of the Project shall include,by consolidation,joinder or in any ether manner, within a reasonable time; an additional person or entity not a parry to this Agreement, AM DOCIM i4T 0141 •O'NER•ARCHrrECT AGREEMENT•FOURTHENTH EDO1tNr•AMA' •0?me 7 THE AMERICAN lNST1TUTE Of ARCHITECTS,2735 NEW YORK AVENUE,NW.,VASISINGTONV,D.C.20006 8141-1987 6 22 except by written consent containing a specific reference to .2 Ten percent of the total compensation for Basic and Ole Agreement signed by the Owner,Architect,and any other Additional Services earned to dale if termination person or entity sought to be joined, consent to arhitratinn occurs during the Design Development Phase;or involving an additional person or entity shall riot constitute .3 Five percent of the tote!compensation for Basic and consent to arbitration of any claim, dispute or other matter in Additional Services earned to date if termination question not described in the written consent or with a person occurs during any subsequent phase. or entity not named or described therein.The foregoing agree meet to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shalt be specifically enforceable in accordance ARTICLE q with applicable law in any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS 7.4 The award rendered by the arbitrator or arbitrators shall be final,and jueignneat may he entered upon it in accordance with 8.1 Unless otherwise provided, this Agreement shall be gov- applicable law in any court having jurisliclinn thereof. crncd by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as AR1 lE 8 those in MA Document A201,General Conditions of the Corr inlet for Construction current as of the date of this Agreement. TERMINATION, SUSPEl+ig10N OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement 0.1 ThLs Agreement may be tcnminatett by either party upon to acts or failures to act shalt he deemed to have not less than seven days' written notice should the other patty and the applicable statutes of limitations shall mm fail substantially to perfurttl in accuriiance with the terms of this mence to run not later than either the date of Substantial Com- Agreement throuaJ no fault of the party initiating the fermi nation. pletnorl for acts or failures to act cxrurring prior to Substantial Completion,or the (kite of issuance of the final Certificate for 8.2 IC the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall he compensated for sex- Completion. vices performed prior in notic.e of melt etaapereilam.When the 9.4 The Owner and Architect waive all rights agoarksc each Project ji resumed,the Architect's compensation shall nt ctlui- other and against the contractors, consultants, agents and c;al�lp adjusted to provide for expenses incurred in the lnterrup rmplklyens Cif ihr.,xher for damages,but only to the extent coy• abut anti resumption of the Arehitecth Kfrvives. eyed by property insurance during constr'uctiorl, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such instance as set not less than seven days'written notice to the Architect in the forth in the edition orAlA Document A201,General Conditions event that the Prnjeet is permanently ahendnned.if the Project of the Contract for Construction,current as of the date of this is abandoned by the Owner for more-than y0 consecutive days. Agreement.The Owner and Architect each shall require similar the Architect may terminvite this Agreement by giving written waivers from their contractors,consukiutts and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 5.4 Failure of the Owner to make payments to the Architect in their partners,succe+sors, assigns and legal representatives to Accordance with this Agreement shall he considered.substantial the other party to this Agreement and to the partners,sucers- noJnp rformance and cause for termination, sores,assigns and legal representatives of such other party with 8.5 [f the Owner fails to make lYaynte nt when due the Archi- respect to all crncnanr of this Agreement, Neither Owner riot tet t for services and expenses, the Architect may,upon 3t vr:r1 sent Architect t e to mien this Agreement without the written crm� days'written notice to the Owner,suspend perfot mmee et ann. scrip of the Other. vices tender this Agreement. I lnk:s'payment in full is received 9.6 This Agreement represents the attire and integrated agree- by the Architect within severs days of the date Of the notice,the meet between the Owner and Architect and supersedes all suspension stab take effect without further notice.in the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liahtlity ten or oral. This Agreement may he amended only by written to the Owner for delay or damage caused the Owner because instrument signed try both Owner and Architect. of such stsspen5inn of services. 9.7 Nothing contained in this Agreement shall create a corn rat- 8.6 in the event of termination not the faun Of the Architect, teal relationship with or a cause of action in favor of a thin! the Architect shall he compensated for services performed prior party against either the Owner or Architect. Ti)termination, together with Reimbursable Expense's then due arttl all Termination Expenses as defined in Paragraph lei.7. 9•S Unless otherwise provided in this sgreement,the Architect and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses arc in addition to compensation for discovery, presence, handling, removal or disposal of or expo- Basic and Additional.Services,and include expenses which are sure of persons to hawardous materials in any form at the Project directly attributabk to termination, Termination Expenses shall site, including hut not limited ro asbestos, asbestos prrtducta, be computed as a percentage of the total caatpeneatit n for polychlorinated biphenyl(PCB)or other toxic substances Basic Services and Additional Services earned to the time of ter- mination, as folkows. 8.$ The Architect shalt have the right to include representa- tions of'the design of the Project,including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's J?rnrtk)tirtrl:U and and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign,site;inaheis;,or include the Owner's cue fidemti tl or proprietary information if Schematic resign Phases;or the Owner has previously advised the Architect in writing of DQtitrtrF-NT 8141 • OWNER-ARCHVTFC-r AGREEMENT• FOURTEENTH{SOITION MAID • W1907 7 B141-1967 THE AMERICAN lamina OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,I)C 40(X16 23 the specific infvtmation considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary, The Owner shall provide professional credit for the Architect on the construction sign and in the T 10.3.1 An initial payment as set forth in Paragraph 11.1 Is the motional materials for the Project. minimum paymoalt under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable,shall be in proportion to see. ARTICLE 10 vices performed within each phase of service,on the basis set forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and as the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agr emertt is exceeded nr extended through no F.1vIt of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall he salaries of the Architect's personnel engaged on the Pmjcet and computed in the manner set forth.in Subpananaph 11,3.2. the portion of the cost of their mandatory and customary c txi- tributions and benefits related thereto, such as crnpioymcrlt 70.3.4 When Cnti any is portions of based on a percentage cl of Con. razes and other statutory errtf►Jtryrr. 11cr1efirs, insurance, ,tick st her, n Cost and any p ortions of the Project art deleted or leave, holidays, vacations, pensions and similar contributions the Project not shall b t1rpayu compensation e extent for those portions are is of ant!hcrletits. the Project shall be paalable to the extent servpres are pct- formed on those portions, in accordance with the schedule set 10.2 REIAAELJR$iABLE EXPENSES forth in Subparagraph 1 1.2.2,based on(1)the It:ewest bona tide bid or negutiatcd proposal, or(2)if no such hid or proposal. is 10.2.1 Reimbursable Expenses are in addition to cxintpcttsa received,the most recent pxditttilary estimate of Construction por- tion for bask' and Additi red Services and include cx i 1'ises cost tx deta,�ed estimate of Construction Cost for such pxsr- incurred by the Architect and Architect's employees and core tints of the Project. suhanis in the inl eresi of the P)tnje et,as itlt;ntifie d in the follow- 10.4 PAYlA NT6 ON ACCOUNT OF ADDITIONAL irtg Clauscs. SERVICES 10.2.1.1 Expense of transportation U) connection with the 10.4.1 Payments on account of the Architect's Additional Project: expenses in connection with authorized out-Of•tnwn Services and for Reimbursable Expenses shall he made monthly' travel; long-distance cornmunic;uions;and fees paid for secur upon presentation of the Architect's statement of Services rcn ing approval il of authorities having jurisdiction Over the t'ropeul. tiered or expenses incurred. 10.2.1.2 Expense of reproductions, postage and handling of 105 PAYMENTS WITHHELD Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner. expense of 10. .1 No deductions shall he made from the Architect's s corn• h3 p cresatkxl o n account of penalty, liquktatcd damages or tether overtime work requiring higher than regular hits. Scans withheld from payments to cOntracion.,or on account of 10.2.1.4 Expense of renderings.,models and mockups reow.ted the cost of changes in the'Fork Other than uprise for winch the by the. Owner. Architect has been found to be liable. 10,2.1.5 Expense of additional insurance ext•cage or limits. 10.5 ARCHITECTS ACCOUNTING RECORDS including professions] liability insurance. requested by the 10.6.1 Records of Reimbursable Expenses and expenses per Owner in excess of that normally carried by the Architect and Architect's consultants raining to AdOIit al Services and services performed on the basis of a multiple of Direct Personnel Expense shall he avail- '10,2.1,6 Expense of computer-aided design and drafting able to the Owner or the Owner's autht)ri ed representative at equipment time when used in connection with the Project. mutually convenient times. • ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of zero Dollars:(1 —0— t shall he 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,Basle compensation shall be computed as follows: Morn fusAff cTimpenraruxr, inovirmg volt arr,i iwnn:, intro pars pr p.n'e,mtase.. and identify phet..u.(r)u iHtl,parNt nior mru,tnii• ViMpt-P'utka/44 6. If nt+CYmaty.} $267,600 (Two hundred sixty—seven thousand and six hundred dollars) BASIC SERVICES $ 88,720 (Eighty—eight thousand and seven hundred twenty dollars) ADDITIONAL SERVICES $356,320 (Three hundred fifty—six thousand three hundred fifty dollars) DEsiCN FEE A1A DORAENT 8141 6 OWNER.ARC1r1TPcT AGREEMENT• FOURTEENTH EDITION•ALA, •0l987 TICE AMERICAN INSTITUTE Ut AAC:H!TtC:TS,1735 N1:W YORK AVENUE_N.W.,WASIiTNOTON.D.C.2(XK6 13141.1987 8 24 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 payahle: (insert additional phases as appropriate) Fees shall be billed and paid monthly, based on services performed in previous month. Services defined in thin Contract as Additional Services shall be billed monthly se these Programming: 5% are performed Schematic Design Pte pmt(15 %) Design Development Phase: percent(20 %) Conatntction Documents Phase percent(27 %) Bidding or Negotiation Phase: percent( 3 9G) Construction Phase: percent(30%) Total Basic Compensation: one hundred percent(100%) 112 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION $RYOND SAS1C SERVICES,as described in Paragraph 3.2-sxxnpcncation shall be com- puted ass follows: Ptiticipal/Partner: $70/hr. Landscape Designer: $60/hr. Architect: 65/hr. Draftsmen: 50/hr. Structural Engineer: 67.50/hr. Special Consultant Civil Engineer: 60/hr. (Croxton Collaborative): 110/hr. mechanical Engineer: 75/hr. Electrical. Engineer: 75/hr. Construction Administration: 60/hr. 11,3,2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Protect Representation,as described in Paragraph 3.2,and(2)SerVICeS included in Mick 12 IS part of Additional Services,but excluding ser- vices of consultants,compernation shall be computed as follow& /lawn bash of ralrrrpd+rsaNutt. including rains and/or maltiptea of tweet Per rwrnet Expense fur nrinegans and ensolvres,and idrrxrfy Princrfurs and chastity endpXOyites. j required./dbnlibt tperCitt'C.ter,-„r,kr se**/. 714-+der rnetbuds yf Wwyynsatevn task sk If ar+cesra►y.) Same as 11.3.1 above. 11.5.3 FOR ADDITIONAL SERVICES OF CONSULTANTS. including additional structural, mechanical and electrical engineering services and these pmvicied under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a muh of one and two tenth# 1_2 )times the amounts hilkri to the Architect for such services. (lthmgfv Ford*Ion u/cratudtants In Article 12. if matured,) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as described in 1.10.2,and any other items inclwded in Artirlc 12 as Rdmbursablc 8XPCrL s,a multiple of one (110 }times the expenses incurred by the Architect,the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF 7771E BASIC SERVICES covered by this Agreement have not been completed within thirty ( 30 )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 Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable twenty—one ( 21 ) days from the date of the Architect's invoice. Amounts unpaid sixty ( 60 )days after the invoice date stall 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. CJnw+r rate of interest.rgrred sours) 1.0% per month. (unify low and reyatrenwau vender for Federal reida in L Icd,itinelar slate and loose COn d.Ina'r cn.NI IaWS arra vise regM4stromr at the Q arar k artaA Went. lee I to Palma Orfo' r o�ca if rr � on rof a PnYC elsrrrdiere rear+a�p'a for wrftarrty of rhos provision.Sjed*legal aelHer wound Ar mntatwlyd tiro rr'b Y eg r44 regr/trenteals sin*at written trsatossars ar waivers.) AN 9 B141-1 s T A DOCNNENT asst • OWNER-ARCHITECT AGRERMENT•swarm-11m EDITION•AIA'a • R41997 TIME AMERICAN INSTITUTE Of ARCHITECTS,1755 NEW YOIUf AVEt■UE,N.V.,WASHINGTON,DC.,4".101,5 25 11.$.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect_ • ARTICLE 12 OTHER CONDITIONS OR SERVICES zcsterf Qrt+fGa,Abottify AtdditiUiol SrTTTCes ifttrudtd sn.rM6ns If r.�*G criitilkvnmtrim rind modlj►aattttls to the payment and compels 1tton ler rrs frIClM Cd Mel S f.Q(jTel/nfM1RJ See attached:. _ .1: Exhibit "A" dated 6/24/93 "Modifications of the Standard AIA Contract Document B141" 2. Exhibit "B" dated 6/24/93 Description of Other Services and Additional Services included within Basic Compensation 3. Exhibit "C" dated 6/22/93 This Agreement entered into as of the day and year first written above. OWNER COUNTY OF ORANGE, NC .ARcHrrECT FIAT/COPLEY & ASSOCIATES, INC. (S gnat8 r) (sip:taw!) Glenn D. Corley, A.I.A., President (PniThted tterra a and tint) (Printed name and tale) AIA DOCUSENT Rl4r •OWNER-ARCHITECT AGREEMENT•FOuRTE-E TH EDITION•AIAe •C1.987 TITS AN5RICAN INSTITUTE OF AAGHITEGTS.1735 NEW YORK AVENug,N.W..WASHINGTON,D.C.moos 51414 957 10 TOTAL P. 1E0 T H E A M E R I C A N I N S T I T U T E O F A R C H I T E C T S 114 DATE ,,,,/:;q.,94.5 ITEM AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made as of the twenty-fourth day of June in the year of Nineteen Hundred and ninety-three. BETWEEN the Owner: County of Orange, North Carolina (Name and address) _ , P. 0. Box 8181 Hillsborough, NC 27278 and the Architect: Hakan/Corley & Associates, Inc. (Name and address) P. 0. Box 2368 121 S. Estes Drive, Suite 206 Chapel Hill, NC 27514 For the following Project: (Include detailed description of Project, location, address and scope.) Orange County Southern Human Services Building at Homestead Road, Chapel Hill, NC. II The Owner and Architect agree as set forth below. Copyright 1917,1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966,1967, 1970, 1974, 1977,©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA') • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 schedule or construction budget, the Architect shall prepare, ARCHITECT'S RESPONSIBILITIES for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe 1.1 ARCHITECT'S SERVICES the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- - other elements as may be appropriate. formed by the Architect,Architect's employees and Architect's 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost. and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- 2.4 CONSTRUCTION DOCUMENTS PHASE tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the 2.4.1 Based on the approved Design Development Docu Architect shall submit for the Owner's approval a schedule for ments and any further adjustments in the scope or quality of the performance of the Architect's services which may be the Project or in the construction budget authorized by the adjusted as the Project proceeds, and shall include allowances Owner,the Architect shall prepare,for approval by the Owner, for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specifica- approval of submissions by authorities having jurisdiction over bons setting forth in detail the requirements for the construe the Project. Time limits established by this schedule approved lion of the Project. by the Owner shall not,except for reasonable cause, he exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract, and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. SCOPE OF ARCHITECT'S BASIC SERVICES 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services,and include normal struc- 2.5 BIDDING OR NEGOTIATION PHASE tural, mechanical and electrical engineering services. 2.5.1 The Architect, following the Owner's approval of the 2.2 SCHEMATIC DESIGN PHASE Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.6 CONSTRUCTION PHASE—ADMINISTRATION 2.2.2 The Architect shall provide a preliminary evaluation of OF THE CONSTRUCTION CONTRACT the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limita- 2.6.1 The Architect's responsibility to provide Basic Services tions set forth in Subparagraph 5.2.1. for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates 2.2.3 The Architect shall review with the Owner alternative at the earlier of the issuance to the Owner of the final Certificate approaches to design and construction of the Project. for Payment or 60 days after the date of Substantial Completion of the Work,unless extended under the terms of Subparagraph 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall 10.3.3. prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con- ments consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of the scale and relationship of Project components. AIA Document A201, General Conditions of the Contract for 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area,volume or otherwise provided in this Agreement. other unit costs. 2.6.3 Duties,responsibilities and limitations of authority of the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted,modified or extended without written agreement of the Owner and Architect with consent of 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably and any adjustments authorized by the Owner in the program, withheld. ki AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 2 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2) reviewed construction means, meth- and consult with the Owner(1)during construction until final ods, techniques, sequences or procedures,(3)reviewed copies payment to the Contractor is due,and(2)as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate rection period described in the Contract for Construction. The the Contractor's right to payment or(4)ascertained how or for Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise on account of the Contract Sum. modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally familiar tion of the intent of the Contract Documents,the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- ments, whether or not such Work is fabricated, installed or dance with the Contract Documents. However, the Architect completed.However,neither this authority of the Architect nor shall not be required to make exhaustive or continuous on-site a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On rise such authority shall give rise to a duty or responsibility of the basis of on-site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per- the Work, and shall endeavor to guard the Owner against sons performing portions of the Work. defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited 2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques, sequences or procedures, or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con- solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors,while allow- Construction. The Architect shall not be responsible for the ing sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con- dance with the Contract Documents. 'l'he Architect shall not ducted for the purpose of determining the accuracy and corn- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of other persons performing portions of the Work. equipment or systems designed by the Contractor,all of which remain the responsibility of the Contractor to the extent 2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate daily authorized,the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect. Communications by and with the Archi- When professional certification of performance characteristics tect's consultants shall be through the Architect. of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such 2.6.9 Based on the Architect's observations and evaluations of certification to establish that the materials, systems orequip- the Contractor's Applications for Payment, the Architect shall ment will meet the performance criteria required by the Con- review and certify the amounts due the Contractor. tract Documents. 2.6.10 The Architect's certification for payment shall consti- 2.6.13 The Architect shall prepare Change Orders and Con- tute a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and ment, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and that, to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final cific qualifications expressed by the Architect.The issuance of a completion, shall receive and forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fied. However, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay- not be a representation that the Architect has(1)made exhaus- ment upon compliance with the requirements of the Contract tive or continuous on-site inspections to check the quality or Documents. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•MA® • ©1987 3 B141-1987 TILE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- cerning performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of lion for the Owner against defects and deficiencies in the Work, either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights,responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings, Specifications or other drawings. When making such interpretations and initial deci- documents when such revisions are: sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor,shall not show partiality .1 inconsistent with approvals or instructions previously to either,and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sary by adjustments in the Owner's program or Proj- 2.6.17 The Architect's decisions on matters relating to aesthe- ect budget; tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes, laws the Contract Documents. or regulations subsequent to the preparation of such documents; or 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. tion or progress of the Work as provided in the Contract Documents, 3.3.2 Providing services required because of significant 2.6.19 The Architect's decisions on claims, disputes or other changes in the Project including, but not limited to, size, qual- ity, complexity, the Owner's schedule, or the method of bid matters, including those in question between the Owner and Contractor, except for those relating to aesthetic effect as pro- ding or negotiating and contracting for construction,except for vided in Subparagraph 2.6.17, shall be subject to arbitration as services required under Subparagraph 5.2.5. provided in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL _ revisions to Drawings, Specifications and other documentation resulting therefrom. 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 3.3.5 Providing consultation concerning replacement of Work be paid for by the Owner as provided in this Agreement, in damaged by fire or other cause during construction, and fur- addition to the compensation for Basic Services. The services Wishing services required in connection with the replacement described under Paragraphs 3.2 and 3.4 shall only be provided of such Work. if authorized or confirmed in writing by the Owner. If services 3.3.6 Providing services made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor, by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor,or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner 3.3.7 Providing services in evaluating an extensive number of • shall give prompt written notice to the Architect. If the Owner claims submitted by the Contractor or others in connection indicates in writing that all or part of such Contingent Addi- with the Work. tional Services are not required,the Architect shall have no obli- 3.3.8 Providing services in connection with a public hearing, gation to provide those services. arbitration proceeding or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate,separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding, negotia- described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Construc- provide one or more Project Representatives to assist in carry-lion Documents Phase. ing out such additional on-site responsibilities. 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen- 3.4.1 Providing analyses of the Owner's needs and program- sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project. duties, responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or other special studies. Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement,unless 3.4.3 Providing planning surveys, site evaluations or com- otherwise agreed. parative studies of prospective sites. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA° • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 4 • 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project,including the Construction Cost,the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect, the Owner shall furnish evi- and equipment. dente that financial arrangements have been made to fulfill the 3.4.6 Providing services to investigate existing conditions or Owner's obligations under this Agreement. facilities or to make measured drawings thereof. 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The other information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site 3.4.9 Providing services in connection with the work of a con- of the Project, and a written legal description of the site. The struction manager or separate consultants retained by the surveys and legal information shall include, as applicable, Owner. grades and lines of streets, alleys, pavements and adjoining 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restric- 3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site; locations, dimen- material, equipment and labor. sions and necessary data pertaining to existing buildings, other 3.4.12 Providing analyses of owning and operating costs. improvements and trees;and information concerning available utility services and lines, both public and private, above and 3.4.13 Providing interior design and other similar services below grade, including inverts and depths. All the information required for or in connection with the selection, procurement on the survey shall be referenced to a project benchmark. or installation of furniture, furnishings and related equipment. 4.6 The Owner shall furnish the services of geotechnical engi- 3.4.14 Providing services for planning tenant or rental spaces. veers when such services are requested by the Architect. Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not limited to test borings, test ment, or valuations and detailed appraisals of existing facilities. pits, determinations of soil Dearing values, percolation tests, evaluations of hazardous materials,ground corrosion and resis- 3.4.16 Preparing a set of reproducible record drawings show- tivity tests, including necessary operations for anticipating cub- ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional based on marked-up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul- 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing,adjusting and balancing,preparation of of the Project and are requested by the Architect. operation and maintenance manuals, training personnel for operation and maintenance,and consultation during operation. 4.7 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and 3.4.18 Providing services after issuance to the Owner of the other laboratory and environmental tests, inspections and final Certificate for Payment, or in the absence of a final Cer- reports required by law or the Contract Documents. tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 4.8 The Owner shall furnish all legal,accounting and insurance 3.4.19 Providing services of consultants for other than archi counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to tectural, structural, mechanical and electrical engineering por verify the Contractor's Applications for Payment or to ascertain tions of the Project provided as a part of Basic Services. how or for what purposes the Contractor has used the money 3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner. this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 4.9 The services,information,surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives, schedule,constraints and en- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, flexi- days prior to execution. The Owner shall not request certifica- bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the requirements. scope of this Agreement. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•ALA® • ©1987 5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASIIINGTON,D.C.20006 ARTICLE 5 .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or CONSTRUCTION COST .4 cooperate in revising the Project scope and quality as 5.1 DEFINITION required to reduce the Construction Cost. 5.1.1 'I he Construction Cost shall be the total cost or esti 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, mated cost to the Owner of all elements of the Project designed the Architect, without additional charge, shall modify the Con- or specified by the Architect. tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement.The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Documents shall be the limit of the Architect's market rates of labor and materials furnished by the Owner and responsibility arising out of the establishment of a fixed limit. equipment designed, specified, selected or specially provided The Architect shall be entitled to compensation in accordance for by the Architect, plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tractor's overhead and profit. In addition, a reasonable allow- the Construction Phase is commenced, ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants, the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and other documents pre- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget, preliminary and, unless otherwise provided, the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law, struction Cost, if any, prepared by the Architect, represent the statutory and other reserved rights, including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro- the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Specifications and ther the Architect nor the Owner has control over the cost of other documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project.The Archi- of determining bid prices,or over competitive bidding,market tect's Drawings, Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects,for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement, estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect. sation to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing, proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget, unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto.If tion of the Architect's reserved rights. 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,corn- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in ARTICLE 7 the scope of the Project and to include in the Contract Docu- ARBITRATION ments alternate bids to adjust the Construction Cost to the fixed limit.Fixed limits, if any,shall be increased in the amount of an 7.1 Claims, disputes or other matters in question between the increase in the Contract Sum occurring after execution of the parties to this Agreement arising out of or relating to this Agree- Contract for Construction. ment or breach thereof shall be subject to and decided by arbi- 5.2.3 If the Bidding or Negotiation Phase has not commenced tration in accordance with the Construction Industry Arbitra- within 90 days after the Architect submits the Construction tion Rules of the American Arbitration Association currently in Documents to the Owner, any Project budget or fixed limit of effect unless the parties mutually agree otherwise. Construction Cost shall be adjusted to reflect changes in the 7.2 Demand for arbitration shall be filed in writing with the general level of prices in the construction industry between the date of submission of the Construction Documents to the other party to this Agreement and with the American Arbitra- Owner and the date on which proposals are sought. tion Association.A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- question has arisen.In no event shall the demand for arbitration vided in Subparagraph 5.2.3) is exceeded by the lowest bona be made after the date when institution of legal or equitable fide bid or negotiated proposal, the Owner shall: proceedings based on such claim, dispute or other matter in .1 give written approval of an increase in such fixed question would be barred by the applicable statutes of limitations. limit; 7.3 No arbitration arising out of or relating to this Agreement .2 authorize rebidding or renegotiating of the Project shall include,by consolidation,joinder or in any other manner, within a reasonable time; an additional person or entity not a party to this Agreement, AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 6 except by written consent containing a specific reference to .2 Ten percent of the total compensation for Basic and this Agreement signed by the Owner,Architect, and any other Additional Services earned to date if termination person or entity sought to be joined. Consent to arbitration occurs during the Design Development Phase; or involving an additional person or entity shall not constitute .3 Five percent of the total compensation for Basic and consent to arbitration of any claim, dispute or other matter in Additional Services earned to date if termination question not described in the written consent or with a person occurs during any subsequent phase. or entity not named or described therein.The foregoing agree- ment to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance ARTICLE 9 with applicable law in any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS 7.4 The award rendered by the arbitrator or arbitrators shall be final,and judgment may be entered upon it in accordance with 9.1 Unless otherwise provided, this Agreement shall be gov- applicable law in any court having jurisdiction thereof. erned by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act shall be deemed to have not less than seven days' written notice should the other party accrued and the applicable statutes of limitations shall corn fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Corn- Agreement through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- 9.4 The Owner and Architect waive all rights against each tably adjusted to provide for expenses incurred in the interrup other and against the contractors, consultants, agents and tion and resumption of the Architect's services. employees of the other for damages,but only to the extent cov- ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201,General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for morethan 90 consecutive days, Agreement. The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for termination. sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con- tect for services and expenses, the Architect may, upon seven sent of the other. days'written notice to the Owner,suspend performance of ser- vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- by the Architect within seven days of the date of the notice,the went between the Owner and Architect and supersedes all suspension shall take effect without further notice. In the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect, of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement, the Architect and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence, handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination.Termination Expenses shall site, including but not limited to asbestos, asbestos products, he computed as a percentage of the total compensation for polychlorinated biphenyl(PCB)or other toxic substances. Basic Services and Additional Services earned to the time of ter- mination, as follows: 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign,site analysis,or include the Owner's confidential or proprietary information if Schematic Design Phases; or the Owner has previously advised the Architect in writing of AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 7 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 the specific information considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- 10.3.1 An initial payment as set forth in Paragraph 1 1.I is the motional materials for the Project. 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 ser- ARTICLE 10 vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2. the portion of the cost of their mandatory and customary con 10.3.4 When compensation is based on a percentage of Con- tributions and benefits related thereto, such as employment struction Cost and any portions of the Project are deleted or taxes and other statutory employee benefits, insurance, sick otherwise not constructed, compensation for those portions of leave, holidays, vacations, pensions and similar contributions the Project shall be payable to the extent services are per and benefits. formed on those portions, in accordance with the schedule set 10.2 REIMBURSABLE EXPENSES forth in Subparagraph 11.2.2, based on(1)the lowest bona fide bid or negotiated proposal, or(2) if no such bid or proposal is in addition to compensa- tion received, the most recent preliminary estimate of Construction 10.2.1 Reimbursable Expenses are i for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such por incurred by the Architect and Architect's employees and con- bons of the Project. sultants in the interest of the Project,as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project; expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly travel; long-distance communications; and fees paid for secur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings, Specifications and other documents. corn- 10.2.1.3 If authorized in advance by the Owner expense of 10.5.1 No deductions shall be made from the Architect's corn- x pensation on account of penalty, liquidated damages or other overtime work requiring higher than regular rates. sums withheld from payments to contractors, or on account of 10.2.1.4 Expense of renderings,models and mock-ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and 10.6.1 Records of Reimbursable Expenses and expenses per Architect's consultants. taming to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- 10.2.1.6 Expense of computer-aided design and drafting able to the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of zero Dollars($ —0— 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: (Inser( basis of compensation, including stipulated sums, multiples or percentages, and identify phases to u'bich partictdar methods of compensation apply, if necessary.) $267,600 (Two hundred sixty-seven thousand and six hundred dollars) BASIC SERVICES $ 88,720 (Eighty-eight thousand and seven hundred twenty dollars) ADDITIONAL SERVICES $356,320 (Three hundred fifty-six thousand three hundred fifty dollars) DESIGN FEE MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 TILE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 8 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: (Insert additional phases as appropriate.) Fees shall be billed and paid monthly, based on services performed in previous month. Services defined in this Contract as Additional Services shall be billed monthly as these Programming: 5% are performed. Schematic Design Phase: percent(15 %) Design Development Phase: percent(20 %) Construction Documents Phase: percent(27 %) Bidding or Negotiation Phase: percent( 3 %) Construction Phase: percent(30 %) Total Basic Compensation: one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follows: Principal/Partner: $70/hr. Landscape Designer: $60/hr. Architect: 65/hr. Draftsmen: 50/hr. Structural Engineer: 67.50/hr. Special Consultant Civil Engineer: 60/hr. (Croxton Collaborative) : 110/hr. Mechanical Engineer: 75/hr. Electrical Engineer: 75/hr. Construction Administration: 60/hr. 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 Paragraph 3.2,and(2)services included in Article 12 as part of Additional Services,but excluding ser- vices of consultants, compensation shall be computed as follows: (Insert basis of compensation, including rates and/or 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.) Same as 11.3.1 above. 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of one and two tenth 1.2 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any other items included in Article 12 as Reimbursable Expenses,a multiple of one ( 1.0 )times the expenses incurred by the Architect,the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within thirty ( 3G . )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 Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable twenty—one ( 21 ) clays from the date of the Architect's invoice. Amounts unpaid sixty ( 60 )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.) 1.0% per month. (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owners and Archi- tect'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.) AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA° • ©1987 9 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. 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 terns included in this Agreement.) See attached:: 1: .... Exhibit "A" dated 6/24/93 "Modifications of the Standard AIA Contract Document B141" 2. Exhibit "B" dated 6/24/93 Description of Other Services and Additional Services included within Basic Compensation 3. Exhibit "C" dated 6/22/93 This Agreement entered into as of the day and year first written above. OWNER COUNTY OF ORANGE, NC ARCHIT CT HAKAN/CORLEY & ASSOCIATES, INC. C.71/1-Z--c) r / (Signature) (Signature) • /`fir Muse l .e..eey tJl�f J r Glenn D. Corley, A.I.A. , President (Printed name and title) ! (Printed name and title) AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA° • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 10 6/24/93 SOUTHERN HUMAN SERVICES BUILDING Chapel Hill, NC Project #9316 EXHIBIT "A" MODIFICATIONS OF THE STANDARD AIA CONTRACT DOCUMENT B141 THE FOLLOWING SECTIONS ARE MODIFIED TO READ: Article 1 , paragraph 1 . 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 work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect 's services which may be adjusted by mutual agreement of the Owner and the Architect, as the project proceeds, and shall include allowances for periods of time required for the Owner's review and for the 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 . Article 2 , paragraph 2 . 2 . 1 : The Architect shall furnish a program to the Owner, as Basic Services, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner, and shall submit such understanding in writing, and shall furnish a copy to the Owner for its approval before proceeding with preliminary designs . Article 2 , paragraph 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, Contruction Documents consisting of Drawings and Specifications setting forth in detail the work required for the Architectural, Structural, Mechanical, Electrical, service- connected equipment, and site work, and the necessary general conditions of the Contract. He shall provide the services of Professional Structural, Mechanical, Civil and Electrical Engineers, qualified by training and experience in their respective fields as needed to address the requirements of the project as defined herein; and shall require such professional engineers to place their seal, name and signature on the drawings and specifications prepared by them. Article 2, paragraph 2 . 4 . 2 : The Architect, after consultation with Owner, shall prepare the necessary bidding information and (' bid forms to comply with public building laws as set forth in North Carolina General Statutes Chapter 143 , including the necessary information required by Chapter 87 of the North Carolina General Statutes pertaining to the licensing of contractors, and shall assist the Owner in the preparation of the conditions of the contract and the form of the agreement between the Owner and the General and Prime Contractors . -1- Article 2 , paragraph 2 . 4 . 3 : The Architect shall advise the Owner of any adjustments to previous preliminary estimates of probable Construction Costs indicated by changes in scope of the work requirements or general market conditions . Add as Article 2 , paragraph 2 . 4 . 5 : The Architect shall include in the bidding information, plans or specifications , a requirement that Prime Contractors provide operation manuals and adequate training for the experienced staff of the Owner in the operation of mechanical, electrical, heating and air-conditioning systems installed by the Prime Contractors . Add as Article 2 , paragraph 2 . 5 . 2 : In the event the lowest responsible bids exceed the funds appropriated for the project, the Architect, in consultation with, and at the direction of, the Owner, shall provide such modifications in the Contract Documents and/or negotiations with the low bidder as shall be necessary to bring the cost of the Project within the Project' s budget. Article 2 , paragraph 2 . 6 . 2 : The Architect shall provide administration of all Prime Contracts for Construction, as set forth below, and in the 21st Edition of Form OC-15 by the State Construction Office of the North Carolina Department of Administration INSTRUCTIONS TO BIDDERS AND GENERAL CONDITIONS OF THE CONTRACT, dated April 1991 * The Architect prefers to use this document, as it more clearly defines the Multiple Prime Contract system than does the AIA form. Article 2 , paragraph 2 . 6 . 3 : Construction Phase duties , responsibility and limitation of authority of the Architect shall not be restricted , modified or extended without written agreement of the Owner and Architect and notice to Prime Contractors . Article 2 , paragraph 2 . 6 . 4 : The Architect shall be the representative of the Owner during the construction phase of the contract period, and shall advise and consult with the Owner . Instructions to the Prime Contractors shall be forwarded through the Architect. 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 agreement. Article 2 , paragraph 2 . 6 . 5 : The Architect shall visit the site periodically at intervals appropriate to the stage of construction, or as otherwise agreed by the Owner and the Architect in writing and shall review the work in progress during these on-site visits to endeavor to determine for the Owner's benefit and protection if the work is proceeding in accordancewith the intent of the Contract Documents and the construction schedule. The Architect shall be held to the standard of care (with regard to review by on-site visits) which is generally accepted in the industry among architects of similar skill and standing in the community. This duty shall not be interpreted to mean full-time service, without an amendment to the contract in writing, specifying this as an additional -2- service. The Architect shall not be responsible for construction means , methods , techniques , sequence or procedures or for safety precautions and related programs in connection with the work; and he shall not be responsible for the Prime Contractors ' schedules or failure to carry out the work in accordance with the Contract Documents . This paragraph shall govern and control in the event of any conflicts herewith in this agreement, except as otherwise provided in Article 12 . Article 2 , paragraph 2 . 6 . 6 shall read as follows : The Architect represents that he will follow the standards of care which are generally accepted among Architects of similar skill and standing in the community in performing all services under this agreement. Any defective designs or specifications furnished by the Architect shall be promptly redesigned by the Architect at no cost to the Owners . The Owner's approval, acceptance, use of or payment for all or any part of the Architect's services hereunder, or the project itself, shall in no way diminish the Architect' s obligations of the Owner ' s rights hereunder . Article 2 , paragraph 2 . 6 . 8 : Owner and Prime Contractors shall communicate through the Architect . Communications by and with the Architect's consultants shall be through the Architect . Article 2 , paragraph 2 . 6 . 9 shall read : Based on the Architect ' s observations of the work , site visits, and evaluations of the Prime Contractor' s applications for payment, the Architect shall review and certify the amounts due the Contractor . Article 2 , paragraph 2.6 . 12 shall read : The Architect shall review and approve, or take other appropriate action upon, the Prime Contractors ' submittals , including such things as shop drawings , product data, and samples , according to the Contract Documents . Such action shall be taken with reasonable promptness so as to cause no delay in the progress of the work. The Architect's review shall not constitute approval of safety precautions, construction means, methods, techniques, sequences, specific item shall or procedures. The Architect's approval of a s p not indicate approval of an assembly of which the item is a component. Article 2 , paragraph 2 . 6 . 20 shall be added and shall read : The Architect shall prepare or provide a set of record drawings , which Owner shall be at liberty to reproduce, showing significant changes in the work made during construction, based on marked-up prints, drawings and other data furnished by the Prime Contractors to the Architect, including, but not limited to, the location of water, sewer , telephone, eletric, gas , and other utility lines . Article 2 , paragraph 2 . 6 . 21 shall be added and shall read: The Construction Administration phase will commence with the award of the contracts for construction and will terminate sixty ( 60) days aft er Substantial Completion. Any work performed later than sixty (60 ) days after Substantial Completion shall be billed to the Owner as an additional service. -3- Article 3 , paragraph 3 . 1 . 1 : The services described in this Article 3 are not included in Basic Services , unless so identified in Article 12 , or the attached Article 12-Exhibit A, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services . The services described under Paragraphs 3 . 2 and 3 . 4 shall only be provided if authorized in advance in writing by the Owner . In the opinion of the Architect, if services described under Contingent Additional Services in Paragraph 3 . 3 are required, due to circumstances beyond the Architect' s control, the Architect shall notify the Owner of the need for these services and shall notify the Owner in writing prior to commencing such services . If the Owner deems that such services described under paragraph 3 . 3 are not required , the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required , the Architect shall have no obligation to provide those services . If however, The Owner indicates that, in his opinion, the services described under paragraph 3 . 3 are required, due to circumstances within the control of the Architect, and directs such services be provided as part of Basic Services, the Architect reserves the right to furnish said services and file a claim for additional payment. Article 3 , paragraph 3 . 2 . 1 shall read : If the Owner and Architect agree that more extensive representation at the site than is described in Subparagraph 2 . 6 . 5 is required , the Architect shall provide one or more Project Representatives to assist in carrying out such additional- on-'site responsibilities , as Additional Services. Article 3 , paragraph 3 . 3 . 3 , shall read : Preparing Drawings , Specifications , and other documentation and supporting data, (evaluating contractors ' proposals deleted) and providing other services in connection with Change Orders and Construction Change Directives , provided such change orders and construction change directives are required by causes not within the control of the Architect. Article 3 , paragraph 3 .4. 1, is deleted. Article 3 , paragraph 3 .4 .6 , should be included as Basic Services , but only in order to arrive at a program of space needs . Article 3 , paragraph 3 . 4 . 16 , is deleted . Article 6 , paragraph 6 . 1 shall read : The Drawings , Specifications , and other documents prepared by the Architect for this Project are instruments of the Architect ' s service for use solely with respect to this Project, and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory , and other -4- reserved rights , including the copyright. The Owner shall be permitted to retain copies, including reproducible copies , of the Architect's Drawings, Specifications , and other documents for information and reference in connection with the Owner' s use and occupancy of the Project. The Architect's Drawings , Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this Project, or for completion of this Project by others , unless the Architect is adjudged in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect . The Owner may use the Drawings , Specifications and other documents prepared by the Architect for making repairs , modifica- tions , additions, or renovations of this Project without the knowlege or prior consent of the Architect, provided the Owner agrees to waive any claim against the Architect and defend , and indemnify to the extent permitted by law, and hold the Architect harmless from any claim or liability for injury or loss alledgedly arising from each use of said documents by Owner without participation of the Architect. Article 7 , Negotiation and Dispute Resolution, shall read : 7 . 1 : The Owner and Architect agree to endeavor to provide written notification in advance of any litigation, concerning claims , disputes , and other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof. 7 . 2 : The parties agree to endeavor to negotiate in good faith prior to litigation, cpncerning claims , disputes and other matters in question arising out of or relating to this Agreement or the breach thereof. 7 . 3 : Nothing herein contained shall be construed to require the parties to provide written notification or engage in negotiations prior to the institution of litigation, nor to submit for arbitration by a third party or parties , any such claim, dispute or other matter in question between the parties , but the parties may by mutual agreement submit any claim, dispute or other matter at issue to arbitration in accordance with the North Carolina Uniform Arbitration Act , GS 1-567 . 1 , et seq. , or such other arbitration procedure as may be mutually agreed upon between the parties . Article 10 , paragraph 10 . 2 . 1 . 6 : delete. Article 12 , paragraph 12 . 2, add the following paragraph: The Architect shall purchase and maintain in full force and effect a Professional Libability insurance policy issued by a company or companies licensed to do business in North Carolina, providing coverage in an amount not less than .-5v7000 and the Architect shall provide the Owner a Certificate ofInsurance 1;7 ,7 issued and endorsed by the insurance carrier certifying that / -5- U" ` the said policy or policies shall not be cancelled, modified, allowed to expire, or reduced in coverage until at least thirty days prior written notice has been given to the Owner by certified mail . Cancellation of the said policy without replacement with a substitute policy preventing a lapse in coverage or a modification or reduction in coverage without the written consent of the Owner shall constitute a breach of this Agreement by the Architect. -6- ORANGE COUNTY SOUTHERN HUMAN SERVICES BUILDING Exhibit "B" 6/24/93 DESCRIPTION OF OTHER SERVICES AND ADDITIONAL SERVICES INCLUDED WITHIN BASIC COMPENSATION: I. Clarifications to the scope of Basic Services described herein: 1. The Programming of the various County offices and agencies to be housed in this facility is part of Basic Services. 2. The Basic Compensation is based on Orange County's building program of 30,000 S.F. of building area. Increases in the scope of the project beyond 30,000 shall require a change order to this contract for the additional design services required to design a larger project. This contract assumes that the project will be bid as one construction project. Bidding in phases, or as separate construction projects, shall require additional compensation to the Designer for increased design and administrative costs. 3. The basic services include the design of a simple multi-purpose meeting room (i.e. not an auditorium with fixed seating) to be used, in part, for County Commissioners' meetings. Basic Services include the design of this space as a level-floored, subdividable room without special acoustical or audio- visual enhancements. Should the program for this space be revised to require that the services of an acoustical, audiovisual, food service or other specialty consultant(s), then those fees shall be reimbursed to the Designer as an Extra Service. 4. The basic services include the structural investigation of the existing dwelling on the project site to determine the feasibility of the re-use of this building. The basic services include the study of the potential for the use of this dwelling to serve the needs of this or future projects for this site. Should it be determined that this dwelling can be incorporated into the 30,000 SF building program for Southern Human Services, then the associated design services are included in the Basic Compensation. Design services involving the use of the existing dwelling outside of the 30,000 SF program shall be considered Extra Services. 5. With regard to the importance of sensitivity to the environment: As designers, we are pleased that we have been directed by Orange County to take an environmentally enlightened approach to designing this project. Environmental sensitivity involves re-thinking and broadening our entire page 1 ORANGE COUNTY SOUTHERN HUMAN SERVICES BUILDING Exhibit "B" 6/24/93 approach to building and site design. Toward that end, we will study alternative materials, methods, and building forms which can achieve an environmentally responsible design. To assist us in this effort, we will secure the service of the Croxton Collaborative, and specifically Mr. Randy Croxton, as our consultants, as described below under "Additional Services". We will consider issues of indoor air quality, recycling and recycled building products, low embodied energy, microclimate, site runoff, etc. This will not be a "business-as-usual" approach to designing a project. At the same time, we will not ignore that we are also addressing a functional program and a budget. We will advise you when we perceive that environmental goals are at variance with the program or budget so that the Committee and elected officials may participate in the value judgements which will be inevitably necessary. 6. The construction administration fees for this project are based on an anticipated 12-month construction period. Construction Administration Services beyond the period 12-months from the Notice-to-Proceed to the Contractor shall be considered Extra Services. 7. At the conclusion of the Programming Phase, Hakan/Corley & Associates shall prepare an estimated schedule of the time for design, approval, and construction phases of this project. We shall update this schedule periodically and notify the County of any foreseen changes to each subsequent schedule. Due to the fact that elements of the schedule, such as County and Town approval processes and contractor performance, are not within the control of the Designer, Hakan/Corley & Associates shall not be responsible for the failure of the project to meet any specific deadline. 8. Hakan/Corley & Associates understands that the scope of interior design services is limited to color selection and the selection of furnishings for the reception and common areas. Hakan/Corley & Associates will, however, provide a criteria package describing the environmental and color aspects of furniture selection for the balance of the building. We understand that the County will provide its own inventory of existing furnishings. page 2 ORANGE COUNTY SOUTHERN HUMAN SERVICES BUILDING Exhibit "B" 6/24/93 II. Hakan/Corley shall perform the following Additional Services, as described below within the Basic Compensation amount of this contract: A) Site Master Planning : Hakan/Corley & Associates will explore site potentials toward the goal of ascertaining that the design and siting of the Southern Human Services Building does not needlessly limit the future utilization of the site. This is as opposed to developing a finite and fixed plan that will be rigidly adhered to. It is our understanding that the master plan will not be part of the two site schemes required under Orange County's defined approval process, nor will it be part of the Special Use Permit submittal. As part of the master-planning process we will study and make recommendation on the desirability of rezoning the property to allow more built area, keeping in mind that maximizing the land use ratio may run counter to our environmental goals. The use of the existing house, either for the SHS program, or for future or alternate uses, will be considered as part of our master-planning effort. B) Chapel Hill Special Use Permit and rezoning processes: Hakan/Corley & Associates will make application, on behalf of Orange County, to the Town of Chapel Hill for a Special Use Permit for the design approved by the County Commissioners. This portion of our fees includes the services of a Landscape Architect and of a Traffic Consultant, both of which are required to satisfy Town of Chapel Hill requirements. Also included are services required to obtain a Zoning Compliance Permit from the Town. Our services include representation at the various public meetings which constitute part of the Town SUP approval process. C) Increased environmentally sensitive and energy efficient design services: 1. Recognizing how crucial the issues of energy efficiency and environmental preservation are to the mission of this project, we will retain Randy Croxton and his firm, Croxton Collaborative, as an integral part of the design process. We have Mr. Croxton's commitment to seven visits during the design and presentation stages. His personal appearances at critical stages may be page 3 ORANGE COUNTY SOUTHERN HUMAN SERVICES BUILDING Exhibit "B" 6/24/93 supplemented by videotaped presentations of the concepts and recommendations of the design team with regard to environmental issues. The services of the Croxton Collaborative will be supplemented by computer daylighting analysis by other consultants and by professional cost estimating of systems alternatives. 2. Hakan/Corley & Associates will set as our goal minimizing energy consumption to the degree that practicality and budget permit. While we feel it would be both premature and potentially misleading to commit to numeric values at this point, we are aware of the goal of the Committee with specific reference to energy is 20,000 BTU's/sf/year, and for lighting cost is $1.00/sf/yr. We do not feel that we know enough of the program specifics, especially with regard to time-of-day usage of the building, to guarantee that these goals are achievable. Our commitment then is to come as close as possible to these goals within the existing budget. If the goals prove to be non- achievable within that budget, we will advise the Committee of the estimated additional costs of meeting them. III. The following services are excluded from this agreement. Should these services be requested of the designer, they shall be considered Extra Services: 1. Reimbursables as described in Article 10.2 2. Assistance in obtaining public or private grants for energy studies and energy conservation, etc. 3. Interior design services, other than for common areas and providing the selection criteria described above. 4. Consultants fees for specialty consultants associated with the multi-purpose meeting room (e.g. acoustical, audio-visual, food service consultants) page 4 SOUTHERN HUMAN SERVICES 6/22/93 Exhibit "C" page 1 Who Based on Fee quote Hakan/Corley Basic Services including Programming, Arch, Civil,C.A.& As-builts $200,400 Reece, Noland quote $45,000 & McElrath Neville quote $15,000 Swanson quote 7,200 Subtotal Basic $267,600 Services Note that the above Basic Services fees are based on a project area of 30,000 SF and a ±34 acre site. Construction Administration is based on a 12-month construction period. SOUTHERN HUMAN SERVICES 6/22/93 Exhibit "C" page 2 Additional Services, Master Planning: Master Planning H/C &A $10,000 Swanson 2,500 Croxton 3,000 subtotal, Master Planning = $15,500 Additional Services, Regulatory Town of Chapel process only doesn't Hill Special Use include Civil D.D. Permit process, (which is included in including the basic services) Zoning Com- pliance Permit —Hakan/Corley $19,000 — Swanson 2,000 Parsons- quote $5,220 Brinckerhoff (traffic consultant) _- subtotal, $26,220 regulatory = Additional Services, Environmental and Energy Related Croxton quote $36,000 Collaborative Heery quote $9,000 Costing Services to price energy related 2,000 Group alternatives subtotal, environmental & energy $47,000 related = Subtotal Additional Services $88,720 Total Services = $356,320