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HomeMy WebLinkAboutAgenda - 10-07-2008 - 4iORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: October 7, 2008 Action Agen a ~ Item No. ~_ SUBJECT: Contract for Architectural Feasibility and Design Services, Jail Expansion DEPARTMENT: Purchasing PUBLIC HEARING: (Y/N) No ATTACHMENT(S): INFORMATION CONTACT: a) AIA Standard Form of Agreement Pam Jones, 919-245-2652 with Exhibit A -Feasibility Study Scope of Services b) 2008 Standard Rate Schedule PURPOSE: To consider approving a contract with Ware Bonsall Architects to conduct a feasibility study covering options for adding cell space to the County's Jail. BACKGROUND: The Board has recently been apprized of the continuing concerns of the Sheriff regarding overcrowding in the Jail and specifically the additional cell space needed for female inmates. The Sheriff and County staff have previously discussed the need for programming two 20-bed dormitory containment bays for female and misdemeanant males with Glen Ware of Ware Bonsall Architects, a design firm that specializes in inmate housing. Staff and Ware Bonsall concluded that a basement expansion could meet this need, but would require further feasibility analysis. Expanding the overall footprint of the jail has not previously been considered in light of the Hillsborough Historic Commission guidelines. However, additional study regarding the use of a modular unit placed adjacent to the existing Jail building will also be explored. The Scope of Services is included as Exhibit A in the attached AIA agreement. The analysis would provide options and detail the recommended project scope, schedule, design, conceptual budget, and construction delivery method. The work completed during this phase will provide the basis of design development, in the event the Board determines the project should move forward after reviewing the options. FINANCIAL IMPACT: The work contained in the Scope of Services will not exceed $17,500, plus reimbursable expenses. Reimbursable expenses include such things as copying, mileage, phone charges, etc. Funding for this work is included in the proposed FY 2008-2018 Capital Investment Plan. RECOMMENDATION(S): The Manager recommends that the Board approve a contract, contingent upon final review by staff and the County Attorney review, with Ware Bonsall Architects to conduct a feasibility study covering options for adding cell space to the County's Jail at snot-to-exceed cost of $17,500; and exempt this project from the qualifications based selection process for architects and engineers as provided in G.S. 143-64-32; and authorize the Chair to sign on behalf of the Board. Document B151" ~-1991 . Abbrevfafed Standard Form of Agreement Between Owner' and Archifecf AGREEIY~NT made as of tiro twenty-first day of (Iri WOTdS, indicate day, month and year) . 131T4YEEN the Architect's client ideatifieci as the Owner: (Name, address and other information) Orangc Coortty 129 east ling Street Hillsborough NC 27278 Telephone Numbest 919-245-2652 and fbe Arzihi6ecC (Name, address erred other Leformatfon) Ware Bonsall Archit>;cts, Inc, 10710 Sikes place, Suite 125 Charlotte, NC 28277 Telephone Number. (704) 846-1477 Fax Number, (704) $46-2108 octobcr in the year zoos ADDf110NS AND DL-"LETION& The author of this docunent has , added Information needed for Ifs oompietfon. The author may also Itave revised the teed of the oflg[rml AIA standard Form. An AdafHorts and AeleBons i~ort that notes added hrtomtatlon as weA as revisions to the standard form te>Q Is aval~ble from the author end should be reviewed. A verllcal Ilne in the left margin of this document irut;cffies where the author has added necessary 6lfornration and where the author has added to or defaced from fhe oflginal AIA teak This document has knportarrt Iegai cansequenoes. CorlsuHatlon with an attamey fs enwufaged with respect to its cwnpletlon or mod~icatlon. For the following Project: (Include detailed description of Project) Jail ExpansioB and Renovation Hillsborough, NC - The Qvvner and Architect agree as follows. AlA Document 8131 ~ - t987. Copy-IpIN m 1974,1979, 1887 and 1897 by The Arnerban instidrte Of Arohaeots. All riptda reserved. WARtilliti: This NAB hilt pooumaM Is prolectad by U.9. Copyright 6sW end tntstnetrond Tieeltas, lJnaulhotized reproduction or dfatrtbutlon of ihia AIA~ Document, er any .~ portion of t4 may raselt. in aovara viva and criminal penettlss, and wfll he proseoutad to lhs maximum extent possible under the law. Tt~ia doounxxd was t uprafiroed~ AUt aogware at 12:18:17 on 09/18r200e under Order No.1000358709,_1 wtdoh swims on t316N2009, and h not for msale. (t2D6414043) 3 ARTICLE 1 ARCHITECTS RESPONSII3A.ITIES § 1.1 The services performed by the Architect, Architects ernpiayees and Architect's eonsnltants shall be as enumerated in Articles 2, 3 and 12. § 11 The Architect's services shall be performed as expedidousiy as is consistent with professional skill and cane and the orde+cly progress of the Project. The Architect shaIl submit for the Owner's approval a schedule for the pedormance of the Architect's services which maybe adjusted as tfle Project proceeds. This sehednle shall include aIlowances for periods of time nequirod for the Owner's review a>rd for approval of submissions by authorities having jurisdiction over the Project Time limids established by this schedule approved by the Owner shall not, except for reasotmble cease, be exceeded by the Architect or Owner. § 1.3 The Architect shell designate a represenfativc authorized m act on behalf of lire Architect with respect to the Project § 1 A The services covered by this Agreement are subject to the time limitatioae contained is Section 11,5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES § 2,1 DEFWITION The Architrrct's Basic Services consist of those descxfbed in Sections 2.2 through 2.ti and any other srxvioes identiIIed in Article 12 as part of Basic Services, and include Thermal structural, mechanical and electrical engineering services. § 2.23CHEAlATIC DESIGN PHASE § 2.2.1 The Architect shall review the program furnished by the Owner m ascertain the requirements of the Project and shall strive at a mutual understanding of such requirements with the Owner. § 2.2.2 Tha Architect shall provide a preliminary evaluation of the Owner's program, schedule and constractitsn budget require-,~RYR~ each in teens of the other, subject to the limitations setfasth 3n Seedon 5.2.1. § 2.2.3 The Architect shall review with the Owner alte;'native approaches to design and construction of the Project. § Z.2.4 Based err the mutually agreed-upon program, schedule and construction bodgetregaistmcnts, the Architect shall prepare, far approval by the Owner, Schematic Design Docm[ents consisting of drawings and othcx documents illustrating the scale and relationship of Project oompoaents. - § 2.2.5 The Architect shall subaat to the Owner a preliminary estimate of Construcxion Cost based on current area, volume or similar conc:eptuai estimating techniques. § 2.3 DESIGN DEVEI.OPMENi PHASE § 2.3.i Based on the approved Schematic Design Documents and any adjustments authorized by the Owner is the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other doenments to IIx and describe the size and character of the Project as to architectural, atrncttnal, mechanical sad electrical systems, materials and such other elements as maybe appropriate. § 2.5.2 The Architect sbaIl advise the Owner of any adjustments to the prellzohrary estimate of Constructon Cost. § 2.4CONSTRUCTIDN DOCUMENT8 PHASE § 2:41 Based on the approved Design Devdopmcnt Documents and any fntiher adjustments in the scope or quality of " the Project or in the construction budget authorized by the Owner, the Architect shall prepare, far approval by the Owner, Construction Documents oonsiating of Drawings and Specifications setting forth in detaII the requirements far the construction of the Project § 2.42 The Architect shari assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract,"and the form of Agteemtwt between fhe Owner and Contractor. ktit AIA 1>ocumant 81b7 n -19BX CoPYrb~ • 1874,1879,1887 and 1887 by The Amer[tatri ins8btle at ArcH[ecis. Alt rights rtasarved. WAHHIHO: This AIAs Oooument la proteM,t<t by U.S. Copyr)ghl t.avr and tntarhationrl Trestles. UnaulhorlTSd rsproducaan or Glstraflaton o1 this AIAs nooumsnr, or arty 2 person of Ft, may retell In severs olva snd diminal penalties, er,d will be proseouled 10 the maximum sttishl possible under the law. This document was I U~ Nolte AW sotNmro at [2:18:1 i on 00/19(2009 under thderlda10W8687o9_1 whloh expires on 6!6!2006, and b eerier resat. (1206414043) y § 24.3 The Architect stall advise the Owner of any adjustments to previous praDmtnary estimates of Constnretion Cost indicated by changes in regairemeuts or general marktt conditions. § 24.4 The Architect shall assist the Owner in cormection with the Owner's rtsponsfbrlity for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 2.5 B®DRIG OR NEGOTIATION PHASE The Architect. foAowing the Owner's approval of the Constroction Docamenta end of the latest preDminery estimate of Coast<uction Cost, shall assist the Owtrer in obtaining bids or negotiated proposals and assist in awarding sad Preparing contracts for construction. . § 26 CONSTRt1CT10N PHASE~4DNpNlSTRATION OF THE CONSTRUCTION CONTRACT § 26,1 The Architect's responsibility to provide Basic Services for the Corrstrnction Phase under this Agreemeat commences with the award of the initial Contract for Construction and terminatz's at the earlier of the issuance to the Owner of the $tial l:ertigr~te for Payment or 60 days after the date of Substantial Completion of the Work. § 2.6.2 The Architect shall provide administration of the Contract far Construcdoa es set forth below and in the edition of AlA Document A2Q i, General Conditions of the Contract for Construction, aurnent as of the data of this Agreement, unless otherwise provided in this Agreement. Modifications made to the General Coadidons, when adopted as part of the Contract Documents, shall be enforceable under this Agmement only to the extent that they are consistent whir this Agreemeat or approved is writing by the Architect. § 2.6.3 Duties, responsr'bilities and limitations of authority of fire Architect wader Phis Section 2.6 shall notbe restricted, modified or extended without written agreement of fire Owner and Architect with eonsertt of the Contractor, which consent will not be anreasonabiy withheld § 2.6.4 'l he Architect shall be a represcrttativa of and shall advise sad consult with the Owner during tiro ad~rtistration of the Contract fox Construction. The Axehittxt shall have authority to act on behalf of the Owner only to the eataotprovided in this Agreemett unless otherwise modified by wrtttcn amendmerif. § 2.6.5 The Archited, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or u otberwise agreed by the Owner sod the Architect in Article 32, (1) bo become generally familiar with and to keep the Owner infa~ed stoat the progress and quality of the portion of the Work completed, {2) be endeavor to g9aid the Owner against dafect$ and deficiencies in the Work, and {3) to dtsterrttiae is general if the Work is being performed is a manner indicating that the Work, when fully completed, will' be in aocardance whir fire Contract Documents. However, the Architect shall not be requhtd to mate exhaustive or condnuoua on-site inspections to check die quality or gtrandty of the Work. The Architect shall aeither have control over or charge of, nor be responst'bla for, tba construcNan meals, methods, techtrigriea, sequences or procedures, or for safety precantians and programs in connection with the Work, since these are solely the Contractor's rights and responsibDities under the Contract Documents. § 2.8.6 The Architect shall report !n the Owner known dmriations from the Contract Documents and from the most rrcent construction schedule submitted by the Contradar. However, the Architect shall trot ba responsible for the Contractor's failure to perform the Work in accor'danoo with the requfremetits of the Contract Documents. The Architect shall be responsible for fire Architect's negligent acts or omissions, but shall not have control over or charge of a>Yi shaIl not be responsible for ads or omissions of the Coatractor, Subcontractors, or their agents or employees, ar of a~ other parsons or entities performing portions of the Work. § 28.7 Tha Architect shall at all times have access to the Work wherever it is in preparation or progress. § 2,8.8 l3xeept as otirerwisa provided in this Agreement or whoa direct cammunicatioas have bees specially autho~.ed, the Owner shall endeavor Oo ooinmunicate widr the Cantracbar through the Architect about matters arising out of ar r~elatirig to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. AIA aooreiront B1b1TM -1997. l:opyrSgM ®1974,1978,19a7 and 1997 by The Amerk«in hutltute of Architects. All rig)rta reserved WARNING: 'f1,ls AIA° trt~ aocument Is protested by U.3. Copyright taw and Internatianai Treaties. Uneuthorired reproduction or dlstrlbrrtlon o! this AlA° aooumsnt, of any ~ par(ton of 11, may result In severe oivti sad cHmlrW petwrttee, and will 6e prosaetAed to the madmum extant possible under the law. 7h1s document was / dtroed by ~ safh>rera a< 12:13:11 on 09l18l2D06 under Order Na1000366709_7 which w~iroa on d8r2909, and Is not tw resale. Usx Notes: 11265414049) 5 § 26 9 CER't1F1CA7E3 FOR PAYMENT § 26.9.1 The Architect shall review and ratify the amounts due file Contractor and shall issue certificates In such amounts. § 2.69.2 The Architect's certification for payment shaII constitute a t+epreseatation to the Owner, based on 11ta Architect's evaluation of the Work as provided in Season 2.6.5 and on the data comprising the Contractor's Application for Payment, that ~e Work has progressed to the point indicated at-d that, to the best of cite Architect's knowledge, iafortnadon and belief, the quality of the Work is is acoor'dance with the Contract Documents The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Conract Docu»rcnts upon Substantial Completion, (2) >p results of sabsegnent testa and inspections, (3) to comction of minor deviations from the Contras Docnmettts prior to completion, and (4) bo specific qualifications exprressed by the Architect. § 2.6.8,3 The issuance of a Cxrtifieabe for Payment shall not be a tepresentaflon that the Architect has (I) made exhaustive or continuoas on-site. inspections to chock the grta]ity or quantity of the W or1r, (2} reviewed consttltetion moans, methods, bechaigoes, aegnences or procedures, (3) reviewed espies of requisitions received from Subcontrnctors and material suppliers and other data requested by the Owner !b substantiate file Contractor's right to payment, ar (4) e~ertained how or for what purpose fire Contractor has aced money previously paid on account of the Contras Sum. § 2.8.10 The Arcchitea shall have aathority bo tt jest Work that does not conform td the Contras Doctrrrtettts. Whenever the Arrdlitect considers it necessary ar advisable, the Architect shall have authority m require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed, However, neither this authority of the Architect nor a decision made in good faith either m exercise ar not to txerciae such authority shall give rise >A a duty or xt;sponsibitity of litc Architect to the Contractor, Subcontcacinrs, material and egaiptnent suppliers, their agerrts or employees or other persons or entifies performing portions of the Work. § 2.8.11 The Architect shall review and approve or fates other appropriate action upon the Contractor's submittals each as Strop Drawings, Product Data sad Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Catttrac Documents. The Arclrites's action shall be taken with such ieasottable promptness as to cause no delay in die Work or in the activities of the Owner, Contractor or separate eontt~ectors, while allowing stlf6cient time in the Architect's professional judgment to permit adoquate review. Review of such submittals is not conduced for the purpose of determining the accuracy and completeness of other details each as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as requited by the Contractl>oeitmettts. The Architect's review shall not constitute approval of satiety precautions or, unless odrerwise specifically stated by- the Architect, of any cxfnsuuction means, methods, tt:chuiques, segttenoes or procedures. The Architect's approval of a specific ibom shalt trot indicate approval of an assembly of which the item is a component. § 2.8.12 If professional design services or certifications by a design professional related to systems, materials or eq»iptnem are specifically required of cite Contractor by cite Contras Documents, the Arcltitecx shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retainedby cite Contractor shall boar such pmfessionak's written approval when submitted to the Architect The Architect shall be etrtitted to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design grofessiotrnls. § 2.6.13 The Architect shall prepare Change Orders and Constraction Change Directivos, with supporting documentation and data ig deemed necessary by the Architect as provided in Sections 3.1. l and 3.3.3, for the Owtrer's approval and execution in accordance with the Contract Documents, and'may authorizo minor changes ib the Work not involving an adjustment to the Contras Sum or an exbensien of the Contract Time which are consistent with the infant of the Coniras Documents. § 2.6.14 The Archites shall condos inspesiona to determine the data or dates of Substantial Completion and the date of final completion, shall ireeive from the Contractor and forward to the Owner, for the Owner's ieview and records, writtca wa>ranties and related docur~tta rogoired by the Contract Documents and assembled by the Contractor, and Inlt AIA ooa:mant 6181"' -1997. Copyright @ 1 D74, 7978, t 987 and 1997 by The Americas Ina81uM of Anddtecis. All r19iNs roarwd WARNING: This AIA~ Document to prolecled by U.S Copyright I.hw and inlemational'Iteellas. UrmulhoNted reproduotlon or dtsMbulion of thin AIAa. 0oeument, ar wry 4 potlloh o1 It, may result In severe olva end aNminal panaittes, and w19 bs prosecuted to ltre maximum extend posstbte under the law. This document was ~ - pmd<asd by AIA eofWua:e at 12:16:11 on 09!18/2099 wider Order Na.1000958799 1 Mfdoh e~iros on sf6f2008. and Is not for resale. (120541A043) ilssr Notes: l0 shall issue a final CertiScate for Payment based upon a final inspection indicating the Work complies with the requirements of die Contract Documents. . § 26.15 The Architect shall interpret and decide nrattera cotreerning performance of the Oanar and Contractor under, • . and requirements of, the Contract Documents on written request of either the Owner ar Co>ttcactor. The Atcititect's response to such ragrrests shall be made in writing within any tune Limits agreed upon or otherwise with reasonable promptness. § 28.16 Intezpretatione and decisions of the Architect shall ba consistent with the imertt of and reasonably inferable fi:om the Contras Documents and shall be in writing or in Ere form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show pacdelity to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. § 26.17 The Arrltitect shall rebear initial deoisions on claims, disputes or other matters in question bswcen the Owner and Catrlractar ea provided in the Contract Documents. However, the Architect's deciaiotffi on matters relating bo aesthetic effect sftaII be final if consistent wltft the intent expressed in the Contract Documents. § x.6.18 The Archfttx't's decisions on claims, disputes or other matters in question between the Owner and Contrsctor, except frn those relating to aesthetic affect as provided in Section 2.6.17, shall be subject to mediation and arbitration as provisos fn this Agreement sad in the Contract Documents. . ARTICLE S ADDITIONAL SERVICES § 3.1 t3ENERAL • § 3.1.1 The servivea dascn'bcd in this Article 3 are not included fn Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. Tits services described under Sections 3.2 and 3.4 shall only be provided if authorized az confirmed in writing by the Owner. If selviets described under Contingent Additional Services in Section 3.3 arc required sae iao circumstances beyond We Architect's cotttrol, the Archites shall notify the Owner prior to commencing such stawieea. If the Owtwac • deems that such services described under Station 3.3 are not regalreci, the Owner shall give prompt written notice to • the Architect. If the Owner indicates in writing that all orpart of such Contingent Additlonal Services are not required, the Architect shaIl have no obligation to provide those services. § 3.2 PROJECT REPRESEN7A710N BEYOND. BASIC SERVICES § 3211E more extensive representation at the site than is descrbed is Section 2.65 is rtgoirt:d, the Architect shalt provide out or more Project Representatives to assist in carrying out such. additiartal on-site r+espoosrbr']fties. § 3.2.2 Project Representatives shall be seltxxed, employed and ditestd by the Arohitect, sod the Architect shall be compensated thaefor as agreed by the Owaar and Architect. The duties, responsibilidesand limitations ofauthority of Project Repreacntatives shalt be as deacnbed in Lira oditioa of AIA Docutne~t B352 current as of the data of this Agreement, unless otherwise agreed. § 3.2.3 Through the prrsentn; at the site of strehProjoot Represeatativas, the Architect shall endeavor to provide 5rrthar . protection for the Owner against defers and deficiencies in the Work, but the ftn~nishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. § 3.3 CON'CINGENT ADDITIONAL SERVICES . § 3,3.1 Making revisions in drawings, specificadons or other docutnetus when such revisions are: .1 inconslstartt with approvals or Instructions previously given by the Owner, including revisions made necessary by adjnstmerda in the Owner's program or ProjtxtbudgeG .2 required by the enasrnerrt or revision of codes, laws or regalatfons subsequent to the preparation of such documents; or .3 dui m changes required as ti result of the Owner's failure in render' decisions in a tittxly manner. § 3.3.2 Providing services required because of signii3cant changes In the Project including, but trot limited to, size, quality, Co2rrirtcxtty, the Owner's schedule, or the method of bidding or negotiating arxi contracting for construction, except for services required under Batson 5.2.5. INt AW Dooumattt B16iTK- ta97. Copyright O 197,1979,1887 and 1997 try The Arnerloan Institute of Mchllecls-lUl rights reserved.aWARNINa: 7hia AIA° Docutn°M b protemad by 11.5. CopyNpht Lew antl International Treaties. Unauthorized raproduelion of dlatetbtt9on ar t1Us AIA Doeumant, or any ~ porlfen of h, may restdl in severe civil and orlmhal penattles, and will tie prosecuted Io 1he maximum extent possible under the Iavrc.Titls dowmr#ttwas 1 Produwd br AIA 9orMata at 121 a:t 1 on 09!'1 af20D6 Ix~der Order No.100os997o8 t whiWl eapkas on 619/2008, and b not for tease. UsM Plotess (120541~04.~ 7 § 8.3.3 Preparing Drawings, Specifications lard other documentation and supporting data, evaluating Coaitactor's proposals. and providing other services in connection with Change Orders and Construction Change Directives. § 3.3.4 Providing services in conaction with evaluating substittrtioos proposed by the Contractor and ntttking subsequent revisions bo Drawings, Specifications and other documentation resulting therefrom § 5.3.8 Providing consaltaflon cot~cemitlg repiaceaneut of Warlc damaged by fire ar other cause during construction, and furnishing services required is connection with the replacement of sack Work § 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or de5cier-cies in the 1lVoric of the ContracGorr, or by faihue of performance of either the Owner or Contractor under the tbntract for Construction. § 3.3.T Providing services in evaluating an extensive ttutnber of claims submitted by the Carrkactor or others in connection widrthe Wank § 3.3.8 Providing servieea in cannection with a public hearing, a dispute resolution proceeding or a legal proceeding except where lire Arrlrifect is party thereto. § 3.3.8 Preparing documents for alternate, septaate or segaeadal bids or providing services in connection with . bidding, negotiation or construction prior to the comp}etion of the Construction Doournents Phase. § 3a4 OPTIONAL ADDITIONAL SERVICES . § 3.4.1 Providing analyses of the Owne='s needs and programming the requirements of the Projecx. § 3x4.2 Providing financial feasibility ar other special studies. § 3~.3 Providing planning surveys, siUe evaluations or cemparativa studies of prospective sites. § 3A 4 Providing special surveys, anvimnmantal ~.ndias and submissions required for approvals of governmental authorities or others having jurisdiction ova the Project. § 3A.5 Providing services relative to future facilities, systems and equipment. § 3.4.6 Providing sarvlces to investigate existing conditions or facilities o< to mttka meast>red drawings thereof. § 3.4.7 Providing services in verify the ~caracy of drawings or other information furnished by the Owner. § 3.4.8 Providing coordination of construction ptrfotttted by separate contractors ar by lira OwrteQ's own forces and cocrdination of services required in connection with construction petformod and equipment supplied by the Owner. § 314.8 Providing servioea in connection with the wont of a constntction manager or separate consultants retained by the Owner, • § 3.4.10 Providing detailed estimates of Construction Cost. . § 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. § 3.4.12 Providing analyses of owning and operating costs. ~ ' § 3.4.15 Providing interior design and other similar services required far or in connection with the selection, procurement or installation of furnitam, furnishings and related equipment. . § 5.4.14 Pmvidiag services far planning tenant or rental spaces. § 3.4`15 Making imrestigattons,inventories of materials or equipment, or valuations ttnd detailed appraisals of existing facilities. Init. AIA t)owatont 9161ry -1967. Copy-I9ht ®1974,197a, t9B7 and 1887 by The gmertcarr hret9ule of Archkeots_ Atl r1pMs rasarvetl. wAttttltao: This Aloe DooumertS U protected by U.3. Copyri8hi t.swand Internatlonai Trestles. Unauthorized reptoduanon or dleWbudon of rids AlA° Dooumertt, at arty ~ . parlton of Il, may result in severe olvtl and Criminal penalties, and will be prosecuted to tiw maximum axlaM poaslble wrier the Iaw. This dmument was ~ I~iaoer Nd~AIA software el 1219;1 t m DBI19/2009 under Order No.te9o856705_i wNch expires an 6~Bf2009, and k rrot for resale. tt~5414043} g § 5.4.16 Peeparing a set of reproducrble record drawings showLag sfg»~ficant changes in the Work made during construction based on marked up prints, drawings and other data fitraished by the Contracmr to the Architect. § 3A17 Providing assistance in the utllizatian of equipment or systems such as testing, adjusting and balandng, pmparation of operation and mairtteaauce manualB, training petBOnnel for operatlon and tnainteaance, sad consultation daring operation § 3.4,18 Providing services af#er issuance to the Owner of the final Certifircate for Paymenk ar In the absence of a final Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work. § 3.4.19 Providing services of twnsaltsnts far other than arehiteataral, strvctmal, mechatical and eletxrFcal engineering pordons of the Projectpmvided as apart of Basic 5ervicea. § 3.4.20 Prm~iding any other servicxs not otherwise irtclndad in this Agreement or not customarily farniahed in accordance with generally accepted ardripectaral practkxi. AR7ICL,E 4 OWNER'S RESPONS831l.tilES § 4.1 The Owner shall pmvide fall informatinn in a timely manner regarding requirements for and limitations on the Project, including a writtep program which shall set forth the Owner's objectives, schedule, constraints and criteria, including specs requirements and relationships, flexibility, expandability, special equipment, sysbetns and site requirements. The Owner shall finnish to the Architect, within 15 days after receipt of a written rtgaest, information accessary and relevant for the Architect to evaluate, give notice of or enforce lieu rights. § 4.2 The Owner shall establish and periodically update an overall budget for the Project, iaolnding the Conatroction Cost, the Owner's other cysts and reasonable contingencies relemed >b all of these costs. § 4.5 The Owner ehail designate a representative authorized to act on the Ownar's behalf with respect to the Project. The Owner or such designated representative shall render decisions in a timely tuaonar pertai»ing bo documents submitted by the Arehitect in order to avoid nnreaaonable delay in the orderly end segnenHal progress of the Architect's services. . § 4.4 The Owner shall famish surveys to describe physical characteristics, le$allimitations and utility locations for the site of the Project, and a written legal description of the site. Tbc surveys and legal infonnadcm shall include, as applicable, grades and lines of streets. alleys, Pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, anoroachmants, zoning, deed restricdona, boundaries and canootus of tho site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and . information concerning available ute~iiy services and lines, both public and private, above and below grade, including inverts and depths. All We information on the survey shall be referenced to a Project benchmark. . • § 4.5 The Owner shall famish the eesvices of geotechnical engineers when each services are requested by the •- Architect. Such servicd may inelnde but are not limited to test borings, test pits, detarminadons of soil bearing values, percolation tests, evahradons of hazardous materials, ground caavsion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with t~eports and appropriate Peaotntnendations. § 4.8 The Owner shall furnish ffie services of consulgota other than those designated in Section 4S when such services ace requested by the Architect and ate reasonably required by the scope of the Project § 4.7 The Owner shalt furnish atmetural, mechanical, sad chemical tests; tests for air and water polhrtion; tests far hazardous materials; sad other laboratory and environmental tests, inspections end reports required bylaw or the Contracx Documears. • § 4.8 The Owner shall famish all legal, accounting attd instaance services that may be necessary at any time far the • Project to meet the Owner's needs and iniereats. Such services shall include auditing services the Owner may require to verify the Contractor's .Applications far Fayment or to ascertain how or fair what purposes the Contractor has need the money paid by or on behalf of the Owner. A{A Document B1li17Y -1997. Copyrisallt i 1874,1978, 1987 end 7887 6y The AnwdOan N»tituta of Arohkeols. All riphls resertred. WARNING: Tids AIA° tali nocumenl is proteald:t by U.3. Copyright LaN and Internetlona{ Trealles. thrAalhoHyad raproduenon or dlstrwutlon of Ihla AIA° Document, or any portion at Il, may resWl In aew3ra dvil and crUnlnal penalties, and will 6e prosecuted to the maxlm:im exianl possible raider the law. Thb dooumanl was roduoed by AN sofirrara at 12:19:11 an 09/'IBV2008 under ceder No.i00035B709 t which expires on 8/812009, and is not la resat. User Notes: (1205g1401a) § 49 The services, iriformatian, surveys and sports regaii+ed by Sections 4.4 through 4.8 shall be furnished at the Owner's expense, and the Architect shaA be errtitied fo rely upon the accuracy and completeness theQeof. § 4.10 The Owner sbeIl provide prompt writteat notice to the Architect if the Owner becomes aware of any faalt or defect in the Projax, including any errors, omissions or inconsist~cies in the An,.hitect's hratnunents of Service. ARTICLE 5 CONSTRUCTION COST § 5.1 DEFINITION § 5.1.1 The Co natruction Cost shall be fire total coat or, to the extent the P'rojoct is not completed, the estimated cast to the Owner of ail alemcrtta of the Project desigtrtd or specified by the Art:hiboct. $ 5.1.2 The Construction Gost shall include the cost at carrent nrarlaet rates of labor and tnatpdals furnished by the Owner and equipment designed, specafiod, selected or specially provided for by life Arohitect, including the costa of management or snperwision of construction or installation provided by a separate construction manager ar conhactor, plus a reasonable sAowance for their overhead and profit In addition, a reasonable allowance for contingencies shall be inchrded for market conditions at lira time of balding and fee changes in lire Work. § 5.1.3 Construction Cost does not include the compensation of fire Architect and the ArehitecCs consultants, the costs of the land, rights-of-way and financing or other costs that are the iespanslbiHty of tbe Owna as provided in Article 4, § 52 RESPONSIBWTY FOR t:ONSTRUCTION COST § 52.1 Evaluations of the Owner's Project budget, the preliminary estimate of Construction Cast and detailed estimates of Construction Cost, if any, prepared by the Architect, roprosrsrt tht Architect's judgment as a design professional familiar wiW the consh action industry. Itis racognizai, However, that naithar tt~ ArchltECt nor the Owner has control over the r:ost of labor, tnatcriala or txlaipmant, over the Contractor's methods of determining bid prices, or over competitive bldditrg, market ~ negotiating eanditions. Accordingly, the Architect cannot and does not waiYank or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Constmction Cost ar evalua6oa prepared or agreed to by the Architect. § 5.2.2 No fixed limit of Co7rstractian Coat shall be established ae a oondidon of this Agreemcrtt by the furnishing, proposal or establishttteat of a Pcajectbudget, unless arch fixed limit has bean agreed upon is writing and azgned by lira parties htzceto, If such a flxad limit has been established, the Archiseet shall be permitted to incintic contingencies for design, bidding and price escalation, to detartttine what nuuErials, equipment, component systems end types of construction are to be included fn the Contract Documents, Do malre reasonable adjustments in the scope of the Project and do include in the Contract Documents aiternata bids as may be necessary to adjust the Construction Cast to iho fixed innit Fried limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract far Conafrucdon. § 5.2.3 If the Bidding as Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documens to the Owner, any Project budget to fixed Writ of Constroction Cost shall be adjusted to reflect changes lathe general level of prices io the construction industry. § 6.2.4 If a fined limit of Construction Cost (adjusted as provided in Section 5.2.3) is exceeded by the Lowest bona fide bid or negotiated proposal, the Owner shalt: .1 give written approval of an increase in such fixed limit; ,Z authorize rebidding or rttregotiathrg of the Project within a reasonable time; .3 terminate in accordance with Section 8.5; or .4 cooparata in revising the Project scope and quality as required to reduce the Construction Cost: § 5.2.51f the Owner chooses to proceed under Section 5.2,4.4, the Architect, witiront additional compensation, shall modify the documents for which the Ardritext is rrsponsibla under this Agreement as necessary to comply with tiro fixed limit, if established as a condition of this Agreement" The nadi@catian of each documents without cost to the Owner shaIl be the limit of the Arciddect's responsibility ttndra this Section 5,2,5. The Architect shaIl be endtiad m compensation in accordance with this Agreement for aIl services performed whether or not the Conshuction Phase is commenced. AtA DowaaerN 8781 n -1997. Copyright Q 1974,1978, i9a7 acrd iTi97 by The Amedoen InelTWte of Architeck. All -t9hts reserved. WARNMG: ^Ihis AIA° ~~_ Dooumenils protected by U.S. Copyright few and Intornetlolte[ 7reMtes. Urfaathorked reproduclTon ar dlatrliwdon of tins AIA° Document, or erry 8 portion of TI, may reauU Tn severe olvil and crlmR~al penalUea, and will be prosecuted to Iha maximum extent posalbb under the law. This document was ~ rxoduoed by AIA eniteara a112:i8:11 on 08d1812DOa under Order Na.f 00u3567W_1 whlah exphes on &612009, and fs rot frr nrsala. YJaer (tEOti4i 10A31 Nofes: io ARTICLE 6 USE OF ARCHRECT'S INSTRU~FJdTS OF 5ERVICE § 6.1 Drawings, specifications and other docameats, including those in e]etxrarac form, prepared by the Architect and the Architect's coasoltants are Instrurrrenta of Service for use solely with respect to this Projeck The Architect and the Architect's con~ltants shalt be deelncd the authors and owners of their respective Instrutnants of Service and shall retain all common la~v, swnrnory and other resfxved rights, including copyrights. § 63 Upon execution of this Agreement, the Architect grants 1p the Owner a.nonezcluaive license to reproduce the Architect's Instmments of Service solely for purposes of txmstracting, acing and maintaining the Project, provide$ that the Owner shall' comply with all obligations, ineItrdtng prompt payment of all sums when due, tinder this Agreement. The Architect shall obtain similar nanexcloatve licenses from the Architect's consultants censistent with dris Agreement. Any t$~nation of this Agreement prior to comptation of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of Fnstruments of Service and stall rtxwn to the Architect within seven days of termination all originals and neproductiona in the Owner's possession or control If end upon the date the Architect is adjudged in default of this Agreement, the foregoing license shad be deemed terminated and replsord by a aecoad, nonexclusive license petmittir4g the Owner to anthoaze other similarly credentialed design pmfesttionaIs bo reproduce and, where permitted by law, to melts changes, oorrectiona or additions to the Instt cements of Service eolety for purposrs of completing, using and maintaining the Projeak § $.3 t3zoept for the licenses granted In Section 6.2, no other license or right shall be deemed greeted or implied under ttris Agreement The Owner shall not assign, delegate, subficensa, Hodge or otherwise h~ansfer any license granted herein to another party without lire prior writoen agreement of the Arohiteck I3awever, the Owner shalt be permiEted 60 authorize the Contractor, Snbcorrtracoara, Sub-subcontractors and ma0eriel or equipment suppliers to reproduce applicahte port3ona of the Tnstramer-ks of Service appropriate bo and fur use in their execution of fire Work by license granted igSection 6.2. Submission or distabution of Instruments of Sen+Ice to meet ofRcial regulatory regnirernants or far simt7ar purposes in com>ection with the Projecx is not to be construed as gnblication in derogation of the reserved rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments of Stmice for future additions or alterations bo this Pmjt:ct or for other puojects, finless the Owner obtains the prior written agreement of the Architect and the Architect'a consultants. Any naaathorized use of the lnstrvmems of Service shall be at the Owner's sole risk and without liabr"lity to the Architect and the Ar+chitect's consultants. § 6.4 Prior to the Arrbitcct providing m the Owner any lnstzumauts of Service in elecu+onic form or the Owner providing m the Architect any electronic data for irtearporation into the ]natmments of Service, the Owner and the Architect shall by separate written agreement sat forth the specific wnditions gweming the format of each Instrnmenta of Service or elactrotdc data, including any special limitations or Iii not atherwiae provided in this Agreemenk ARTICLE 7 DISPUTE RESOLUTION § 7.1 MEDIATION § 7.1.1 Any claim, dispute or other matter in quesflon arising out of ar related ~ this Agreement shall be subject to mediation se a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. Ig such matter relates to or is the subject of a lien at~sLrg out of the Architect's servioea, the Architect may pror:oed in accordance with applicable law bo comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration. § 7.1.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question iretween thaw by mediation which,lmless the parties matnally agree otherwise, shall be is accordance with the Constnrction Industry Mediation Rules of the American Arbitration Association currently in effeck ttequest fur mediation aha11 be filed in writing with the other party to this Agreenurnt and with the American Arbitration Association. The regacst maybe made concurrently with lira filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or lager or equitable pmeeoc(Ings, which shaIl be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer p¢iod by agreeinerrt of the parties or court order, § 7.1.8 The parties shalt share the mediator's fee and any filing fats equally, The mediation shall be ]raid in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforcxable as settlement agreements in any court having jurisdictiaal th+areof: tnh. AIA Pooumat+t 87 51~ -.7997. Copyrlphl O 1974,187x, 1897 and 1887 by The Mierfaan InalaWe of Arohltecis. All rights reaerved,oWARNINa: Tlda AlA° Doewnanl la protacled try U.S. Copyright taw and lydNnaxolud Treeika. Unaulherlxad raprodUNfon of dfaMlbudon of thlR AlA Qooument, ar any porllon of It, may result fn severe olva end erltn[nsf peneltles, and will he prosecuted to the maximum etttehl posax>la under tl» iaw.llda document was prods Nged~AlA eoflwwo at 12t3:t 1 on 09I18!1DOB under Order Na1t1(W3567e9 r wldoh exptres on 6/B/20ftB, and is not for resale. UUaaesrr (120541404x} § 7.zaReITRATION § 7.2.1 Any claim, dispute or other matter in question atittirrg out of or related to this Agreement sbaII be subject to arbitration. Prior to arbitration, the parties shalt urdeavor to resolve disptttea by mediation In accordance with Section 7.L. § 722 Claims, disputes and other matters in question between the parties that are net resolved by mediation shall be decided by arbitration which, unless the parties mataally agree otherwise, shall be in accordance with the Construction Industry At9sitration Rules of the American Ati>•itradon Association eturetttiy in effect. The demand for arbitration gall be filed in writing with the other party m this Agreement and with the American Arbitration Association. § 7.2,3 A demand for arbitration shall be made w'stbin a~reasonable time after the claim, dispute or other matter in question has crises. l n no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other meth in question would be based by the applicable staxuts of limitations. § 7.Rr4 No arbitration arising out of or re]ating to this Agreement shell include, by consolidation or joinder or is any other manner, an additional person or entity not a party to this Agreement, except by written consent containing a specific refe2'enpE to thin Agreement and signed by ttte~Owner, Architect, and any other person or entity sought to be joined. Consent to ~bitratian involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other merrier in question not described is the written consent or with a person or entity not Wanted or described therein. T}te foregoing agreement m arbitrate and other agteemeats bo arbitrate wlth as additional person or entity duly consented to by parties to this Agreement ahaIl be specifically enforceable in accordance whit applicable law in any court having jurisdiction thereof. § 7.2.5 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordanoa with applicable law in any eoart having jurisdiction tbereoi; § 7.3 CLAIIIpS FOR CONSEQUENTW. DANlAt3ES The Architect and Owner waive consequential damages for claims, disputes or other matters in gttestian anising out of or relating to this Agreement, This mutual waiver is applicable, without limitation, to all consequential damages due to' either party's terminatipn in accordance with Article 8. ARTICLE 8 TERMINATION OR SUSPENSION $ 8.1 If the Owner fails lD make payments to the ArcltiGect in accordance with this Agreement, such failure shall be considered snbstaatial nonperformance and cause for termination err, at the Arohitect's option, cause for suspension of pcrforrnanca of services under this Agreemem. If the Architect elECts to suspend services, prior to suspension of services, the Architect shalt give seven days' writlrar notice to lire Owner. In the event of a suspension of services, the Architect shall have no liability to the t?wtter for delay or damage craved the Owner because of such suspension of services. Before resuming servioes, the Architect shall be paid aI! sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for We remaining aerVicea and the time schednlea shaII be Equitably adjusted. § 8.2 If t}re Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. VYhen the Project ig resumed, the Architect shall be compensated for expenses irtetttred in the int~oruption and resumption of the Architect's services. The Arehitoct's fees for the t+emaining services and the time schedules shall be equitably adjusted. § 8.3 If the PrajECt is suspended or the Arcltttect's services arc suspended for more than 90 consecutive days, the Architect may terminate this Agreeattmt by giving not less than seven days' written notice. § SA This A.grtremeat may be terrnitlatedby either party upaua not Iesa than seven days' written notitx should the other patty fat? substantially In perform in accordance with the utsrms of this Agreenusnt through ao fault of the party initiating the terminatton. . g 8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convcnieace and without cause. AIA Document x151 *a -19s7. lopyNght ~ 1874,1878,1887 and 1887 by The Amedwn Irpadrte of Arch%da. Ati rlgtrs resaru°tl. WAAP1tNIG: This AIA° inti Document ie protected 6y a.s. Copyright tie anti Intemaibrmil Treefiea Uneulhorizea reproduatlon err dtstrtbutton o1 this AIA° Doamwny or any 10 portion of it, a,sy rasWt In severe otva and crlmafsl permlges, and will be prvaeeuted to the maximum exterrt poe9arle under the ]aw. This dacuraeM Was / produ ~ AU1 software at t~19:11 on 08/1 a12008 tattier Order No.1 tiooa58709 1 whbh e~frea on s/a20o9, and [s not for resale, 12x541 User ( 40431 is § 8.B in the event of termination not the (milt of tbe Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination 13xpetlses as defined in 3ectian 8.7. § 8.7 Termination Expenses are in addition W compensation for the services of the Agreement and include expenses directly atta'bnteble to termination for which die Arehitect is not otherwise compensated, plus an amoant foi the Architect's anticipated profit on the value of the services not performed by the Architect. ARTICI.>: !! MISCELLANEOUS PROVISWN3 . § 9.1 This Agtrxrnent shall be governed by dlt law of the principal place of basiness of the Architect, amass otherwise provided in Article I2, § 9,x Teams in dlia Agreement shall have the same rnearrutg as those In dre edition of AIA Document A7A1, General Conditions of the Contract for Constractioa, current as of the date of this Agreement. § 9,8 Ceases of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accraed and the applicable statates of limitadons shall commence to ran not later dean either the data of Substantial Compledon for acts or fm7ures to act occurring prior to Sabstantial Completion or the data of issuance of the final Certificate for Payment for acts or fnllirt:s to act occurring after Substantial Comgledon. In no event shall such statutes of limitations commence to ran any later than the data when the Architect's services art suhstantially cx~mpleted. $ 9A To the extant damag8a are eoveried by property insnranco during constriction, the Owner and Architect waive all rights against each other and against the contractrns, wnsultants, agents and employees of the other far damages, except such rights as they may have to the proceeds of sack Insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, anneal as of the date of dris Agreement. The Owner or the Architect, as appropriate, shall rcgltire of the contractors, consultants, agents and employees of any of them similar waivers In favor of the other parties enamerated herein. § 9,5 The Owner and Arohitect, respectively, bind themselves, their partners, successors, assigns and legal • representatives to the other party bo this Agreement and to the pattnets, successors, assigns and legal representatives of such other patty with respect to all covenants of this Agt+eemetrt. Neither the Owner nor xhe Architect shall assign this Agreement without the written conl~nt of the other, except thattbe Owner map assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall sesame the Owner's rights and obligations nndtx this Agreement, The Arohitect shaII execute elf consents reasonably required to faeilltate such assigtrmenk . § 9.8 This Agreement represents the entire and integrated agraemenR between the Owner and the Architect sad supersedes all prior negotiations, representations or agreemetrts, either written oe oral. This Agreement maybe amended only by written instrument signed by both Owner and Architect. § 9.7Nathing contained in this Agreement shall create a congscttuti relationship with or a cause of action in favor of a third party against either the Owner m Architect. § 9.B Unless otherwise provided in this Agreement, the Architect and Aroltitect's oonsultanta shall have no tesponsibih'ty for the discovery, presence, handling, removal or disposal of or exposure of persons to haa~rdous • materials or toxic substances in any form at the Pro jest site, § 8.8 The Architect shall have the right to include photographic or artistic representations of the design of the Project atttong the Architect's promotional and professional materials. The Arrltitect shall be given reasonable access to the completed Project to make each representations, However, the Architect's materials shall not inclade the Owner's oonlidential or proprietary information if the Owner has previously advised the Arohitect is writing of the spedfic information considered by the Owna to be cordidentisl or proprlcxary.The Owner shall grovide professional credit for the Architect in the Owner's pmtnotionai materials far the Project. , § 9.101f the Owner requests the Architect to exescitte certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution, The Architect shall not A1A Dooumant B16iTM -11387. Copyright ~ 1974, 7 976, tB67 trod 1997 hY The Assutoan Inetltuie of Arahibaoh. AIt rights ressrvad. WARNlWti: This AIA° tail, . aaoument Is protected by 11.3. Copyright Law arW Intematlonaf Treaties. Unauthor(zed reproduction w dl~lbutlon of this AIA~ DoaumeM, or any 11 porllon of Il, may result in ea<*ere oNll at~d crlml~»I pahalilas, >,nd will he prosecuted to Iha madmum extent posaWla under [ho law. This doaumentwae / ~uosd~ AIA software al 121sti i on oal18r2006 under Ordsr kai DOOS66709 1 which a~iros an ti~/2o09, end is not for resale. (1205414043) (3 be required ro execute certificates that world require Imowledge, services or responsibilities beyond the scope of this Agreement. ARTICLE 14 PAYMENTS TO THE ARCHITECT § 10.1 CNRECT PERSONNEL EXPENSE ~ . Direct Persormel Bzpense is defined as the direct salaries of the Architect's persotrael engaged on the Project and the portion of the cost of their mandatory and customary contn'budans and benefits related thereto, such as employment tease and other stattmrcy empIoyea benefits, insurance, sick leave. holidays, vacations, employee ratrt plans and shnilar cona•Ibntions. § 10.2 REIMBURSABLE E)(Pf=NSES § 1021 Reimbtusable.Bapenses axe in addition to compeusation for Basic at-d Additional Services and include expenses incurred by the Architect and Architect's arnployeas and consultants directly related 6o the Project, as identified in the following Clauses: .1 transportation is connoetion wltir the Project, atttharized oat-0f-baron travel and subsistence, and electronic cormnumcations; 2 fees paid far securing approval of aathoryties having jurisdiction over the Project; .3 reproducxioas, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expanse of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings, models and mock-ups requested by the Qwner, .6 expense of professional liability instrranca dedicated exclusively to this Projector the expense of addiflo~l insnranrx coverage or limits requested by the Owner in excess of that tMrrmally carried by the Architect and the Architect's consultants; .} reimbursable expanses ~ designated in Article 12; • .8 other similar direct Project-related expenditures. § ?0.3 PAYMENTS ON ACCOUNT, OF BASIC SERVICt?SS § ?4.3.1 An initial payment as set forth in Section 11.1 is the minimum payment under this Agreement. § 10.3.2 Subsequenipayurents for Basic Services shall be made monthly and, where applicable, shall be in proportion to services pexfo>med within each phase of service, on the basis set forth in Section 11.2.2. § 14.9.3 )f mad to the erttent that the lima hritiaDy established in Section 11.5.1 of Phis Agreement is exceeded or extended through fro fault of the Ari3ritect, compensation for any services rendered during the additional period of time shall ba computed in the matrnex set forth in Section 11.3.2. § 14.4 When crnnpansation is based one percentage oP tlonstruction CosC and any portions of the Project are deleted or otherwise not constructed, compensation for dross portions of the Project shaIl be payable to the extent services era performed on those portions, in accordance wisfi the schedule set fortir in Section 11.2.2. based on (1) dre lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Corrstntction Cost or detailed estimate of Consttuctlon Coat for such portions of the Project. § 14A PAYMENTS ON ACCOUNT t>F ADDITIONAL SER1tICES Payments on account of the Architect's Additional Services and for RaimbursabIo Bxpcnses shall be.made tnondrly upon presentation of the Architect's etaterrlertt of services rendered or expenses incurred. § 14.5 PAYMENTS iAiIiIIHE1D No deductions shall bo made from the Arnhitect's compensation on account of penalty, liquidated damages or other sums withheld from paymeata to contractors, nr on account of the cost of changes in the W ork other than those for which the Architect has bean adjudged bo ba liable . ~ 146ARCHTfECT'S ACCOUNTING RECORDS Records of Reirrdrtrraable Hxpenaea and expenses pertaining to Additional Services and sorvicas performed on the basis of hourly rates or a multiple of Direct Parsonnal Expense shall ba available to the Owner or the Owner's authorized representative at mutually convenient times. . lull Aa uoe:ar:snt Bi51n- isl17. t:opyrlght ®1974,1979, 1897 and 1997 by The Amerlosn hxdaule of Archheob. All rights reoarvsd. WARNlfiti: Thta AIA° . Document ie protacled by U.S. Gopyrlyht rsW and IrrteCr:Aibnsi'[r~9611ea. UraullroMaed reproduction o- diatdbuaon otthis AIA~ [}o:as:rent, or any 12 portion Or It, rosy resuil to eswre o1v0 end orirr:lnsl penalties, sndwlp be prosecuted to the mazhntun extent posatble under the law. Thb dowanent was f by AN software ai 12:19:11 on 09/1814006 under Order No.1000a69709 1 whbh expires on 81912009. and is not for resale. Wx Nobse: (1205414045) i~ ARTICLE 11 BASIS OF GOMPENSATiON The Owner shall ~mpensate the Architect as follows: § 11.1 An Initial Payment of Zero Dollars and Zem Ceuta {$ 0.00) shall be made upon execution of this Agreement and credited to tltk Owner's account at final payment. • § 11.2 BASIC COIVIPENSATION § 11.2.1 For Basic Services, as described in Article 2, and any other services included in Article 12 as part of Baaio Sen+itxs, Basic Can~sation shall be comlxitad as foIlows: {Insert basis of compensation, including stipulated sums, multiples or percentages and ident~y phases to which particular methods of comptnsation apply, ~f necessary.) Phase I -Feasibility Study - Bxhibit A -stipulated sum of Twenty Tfloueand and OOJ100 Dollars ($20,000:00), including expenses. • Phase II -Design through Consteudioa -fee to be determined based on ten percent (1096) of the construction cost. § 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Goat, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable; {Xnsert additional phases as approprFate.) Schematic Design Phase: ' Zero percent ( 0 9b} Design Development Phase: Twenty-five percent ( 2S %) Constmetion Documents Phase: Forty-ffve pert ( 45' 9b} Bidding or Negotiation Phase; Five petcartt ( 5 96) Constntation Phase: Twenty percent ( 20 96) Total Basic Compensation one hundred •percent (. 100.00 %) § 1i.3 COMPENSJITION FOR ADDITIONAL SFRNIt'UrS ' § 11.3,1 Far Project }Zeprese~ation Beyond Basic Services, as desan"bed in 3ectioh 3.2, wmpensatlon shaIl be ca~mpuDcd as follovta~ To be determined if requested § 11.32 For Additional Services of the ArcMtect, as described in Articles 3 and 12, other tltaa (1) Additional Project Representation, as dcscrtbed in Section 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of eansulturtts, eampensatton shall be computed as follows: (Insert basis of compe-rsatlon. including rates arul multiples of Direct Personnel Ekpanse for Principals and employees, and identify Principals and classify employees, if requirecL Ident(fy spec~fc services fo which particular methods of compensation apply, ~'neeessary.) I $ased upon the Arcbitect.'s Standard Rate Sheet, attaehcd, or mutnaIly agreed open stipulated sum, § 11.3,3 For Additional Services of Consultants, ienluding additional structural, mechanical and electrical engineering services and those paovldod under Section 3.4.19 or identified 3n Article 12 as part of Additional Services, a multiple of One and two-tenths (1.20 )times the amounts billed to the Architzd far such services. (Identify specific types of consultants in Article X2, (J'requlred) § i1A REIMBURSABLE EXPENSES For Reimbursable ]3zpeuaes, as described in Section 10.2, and any other items included in Article 12 as Reimbursable F.xpenges, a mtiltiple of One and two-tenths (1.20 )times the expenses incurred by the Architect, the Architect's employees and consultants diieatly relabel to the Project. init. Atq oocum^rd 8151 ~ -1997. Copyri~rt O 1874, 1879,18e7 end tee? by The Ametloali trend,te ~ ArclAteote- All r-gtds reserved WARNtNti: This AIA" Document is protected by V.3. Copyriphr Low and ieternalonal Treatlos, tJnaatho~txsd raproduotton or dtsMbuOan of this AIAw Document, or any 1$ portion of Il. may result In savors civil end erlmlrral penafllea, and will he prosecuted to the maximum erlenl possible under the Iaw. This dooumanl was ~ produOOd by AIA software at 12^19: t i on 09f18/200a under Order No.10009~708_1 which e~lres ai GI612008, and b hot for resets [leer Notes: (12t>rrt1A043) 15 § 11.5 ADDITIONAL PROVISIONS - § 11.5.1 If We Basic Savict:s covtxed by this Agreement bave notbeen colnpleltd wllldn Twelve (12) months of the date hereof, through no fault of fbe Architect, extension of the Architect's services beyond [fret time td1aII be compensated as provided in Sections 10.3.3 and I1,3,2, § 11.5.2 Paymetlta arc due and payable Thirty (30) days from the data of the Architect's iavoice. Amotmts unpaid Sixty (t50) 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 Eti lime at the principal place of business of the Architect. (Insert rate of interest agreed upon,) f 12.0096 per antwm (Usury laws and requirements under the Federal TYuth in Lending Ad, similar state and focal coruumer credit laws and other regulations of the Owner's and Architect's principal places of business, the location of the Project and elsewhere may c~`ect the validity of thisprovision Speck legal advice should be abtaitted with respect to deletions or modijleatio-rr, and also regarldtrig requirements such as written dlsdosures or waivers.) § 11.5.5 The rates and multiples set forth for Additional Services sitatt be adjusted in accordance with the normal salary review practices of the Architect, • ARTICLE 12 OTHER CONDITIONS OR SERVICES (Yeses[ descriptions of other services, identify Additiaral Services included within Basic Compensation and rrfod{f cartons to the payment and compensation terms included in this Agreement.} See attached Article 12. This AgrcemenE entered 'onto as of the day and year Rtat written above. OYYNEit (Stgnatrw•e) - (Printed name and title) ARCHRECT (signature) .Glean 3ohnson ware, AIA, Managing Principal (Printed name and title) AiA Document t311i1~ - ilt97, Copyright ®1874,1976,1887 and 1897 by The Amarloan Erret6ute of Arohltools, All right rseerwd. WARNlrK3: This AIA° Mir' Document la protected try U.S. Gopyrighl lass and fitermtional TraaUes Unauthorized r°ptoduotten or dlatrlbuUott of this AtA° Docunteni, or any 14 portion or SI, may result in severe clvlt and arlmlr+af peneHlea, end will be prosecuted to the maximum extent po8srblo under the taw. This dooumerd uses produ~o ~ AIA aafMism et 1218:11 an 091i6M~008 ands Order tVa10009b67D9 i whkh expkes on 8/82008, and is rwt for nab. 1205414043 l~ Additions and Deletions Report for A!A Doarment 8159' -1997 This Additions and DeleBons Report, as defined on page 1 of the associated documert, reproduces nelow a0 text the autftor has added to the standard form AIA document in artier to complete It, as wall as any taxi the author may have added to or deleted from the original AIA text. Added text is shown rarderdned, Deleted text Is Indicated with a horizontal One tiemtt~- the original AIA text. Note: This Atkittions and belatlans Report la provldod tar IMormatton purposes only and Is not incorporated irrto or oonsOWle any part of iho associated AIA document. This Additions and Deletlorts Report ancf Its aa~oclated document ware generated simuManeousy by AIA software at 12;13;11 on 08/itt/'d008. PAGE1 Ai3REgNENT made as of tho t ~ y-first day of tktober in die year Qrange Cotmty 129 East x3Dg street ~Iillaboroagh NC 27278 TeI~phgne Number: 919 245-2652 Ware Bonsall Architects„ Inc. 10710 Sfkes Place. Suite 125 Charlotte. NC 28277 Telephone Number: (704) 846-1 Fax Number. ('704) 646-2108 Jail BxpaDSion and Renovation HiIlsborough_N~ PAGE 18 § 91.1 An Initial. Payment of 7xav DaIlara ~ Zeco Cents (1; 0.00 shaII be made upon execution of this Agreement and credited to the Owner's account at final paymeox. Phase I - Fesaibillt~stgl(y - F.rdtlbit A - stinaluted sum oPTwen(xThoysand 00/100 Dollars (S2A 000.00). Rio, f ling expenses, Phase li - Design through Cons~gon -fee to be determined based on bee p~ettt (1Q9b) of the constmction cost. Schematic Design Phase: 7cro percent ( 0 '1b) Design Development Phase; fiwenty-fiw peroont ( 25. %) Construction Documents Phase: Po - percetrt ( ~S 9b] Bidding or Negotiation Phase: Five percent ( 5 96) Construction Phase: Tv~is( percent { 20 96) Addttfons anti Delatbna Report for AIA Dootaaeirt B191Te _ 78rr7. t:apyrlpM ~ 1974,1 tr78,1887 and 1 BB7 NyTM American InsllWle of Archpecte. All rights reserved. WARNING: Ttds AIAe Document Is protected by U.S. Copyrtght Lew and rntamatlonet Treaties. llnauthorixed teproduoNan or Olatrltwtion of this AIA° pocumant, a erry porgon of It, they reetdl !n severe cNil and arimlrret penalties, and wilt be prosecuted to the maximum extent poseibia under 1 the law. Thla documentwas produced byAlA aofhraro at 12:16:11 ~ Daf182008 under tAder No.1000a68709 1 wMd: axplrea on 8l8~09, and k not tar resat. UsartVOtaa: (1806414043} 17 ~'o be determined if reauastcd. i unon the Architect's Standard Ratio Sheet, attached or mutaally at*~_avon stipulated § tt 3,.3 Por Additional Services of Consultants, including additional sttncnual, tnecltattical and elex;trical engineering services and those provided under Section 3.4.19 or iden#iSad in Article iz as part of Additional Services, a multiple of One and,two-tantha (1.20 ) times the amouota tidied to the A-rhitect for sack serv3eea. For Reimban;able EapCaaas, e8 desctlbcd in Secdon LQ.2, and any other items included in Artlcla 12 as Reimbursable Expenses, a multiple of One and two-ninths (,~.1~, times the expenses incased by the Architect, the Amltitect's employees and consaltanfs directly related to the Project. PAGE 14 § 115.1 If the Basic Services covered by this Agroetnent have not been cotttpletcd within Twelve (.~ months of the da6a hemof, through no fault of the Architect, extonsion of the Architect's services beyond that time shall be coropensatad as provided is Sections 10.3,3 and 11.3,2, g 11.5.2 Payments are doe and payable ~( 30 days from the data of the Architect's invoice. Amoants un~d Ste( 6QJ days after the invoice date shall bear inLoneat 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 Atnhiteck See attached Article 12. Glenn John~n Wsra. AIA. Manatt'?no Pt9ncloal AddlUoere and Peletlons Report for AUI Doorrrnent Btai ~ -19Y7. Copyrtyht ®1574, 1578,1 SB7 and 1 aS7 bf' The American lne8ute d ArohMeds. Ali rights reserve+ WARNtNQ: Thla AiAA Document !s protected by U~. Copyright taw and tnternellorwl 7reatlea, unauthorized reprostuotton ar dietrtbutbn of 2 nits AIA Doeumen4 or any portion of it, may result In severe dull and orimtnal penaales, ~d will iw prosecuted to ttw maximum Pxtenl possible under the Iaw.7his document Was produced byAW saflorere at 12:13.'11 on 09118/2006 wrier Order No.i 000358708 1 which explra an B18f1D05, and b not for resale. User Notss: (120541 X0431 i~ Cepcation of Document's Authenticity AJA® Document D409TM ~- 2003 I, Glean 7ohnson Waco, AIA, hereby certify, ro the best of rtry)cnowladge, information and belief, that I created the attached final dacamant simultaneously with its associated Additions and Deletions Report sad this certification at 12:13:11 on t}9/1F/2008 nnd~ Order No. 100035ti709_1 from A1;A Contract Docutaents software and that in preparing the attached final documetttI made no changes to the original tent of AIAv Documwt B 151't'~ -1997 - Abbreviated Standard Form of Agtt:emern Between Owner and Architect, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report, {Signed) {Title} (Dated) AIA Uooteneht D401 ~ -2003. copyright ®1la2 end 2008 by The American Inci0u0a of Aref4tecis. All rights reserved, wAitNUto: Thhs AFA° Uocwnenl is protected by t1.S. Copyright LaW Mid Intsrnaaonal Treaaes. Unauthorlud roproduotlon or dletrlitutlen ~ this AIA° Document, er arry portion of h, may result In severe civil and orkninsi petrelUes, end wtil be proeeanted to the mpxlmum sxlenl poesibh3 under the law. This dooumsnl was produced bi' AIA eoAware et 1213:11 on 09/19/200a under ceder Nat 000368700 1 which expires on aMJ2000, and is not for reeeb. User Notex (1205414043) Iq ARTICLE 12 OF Al[A B151 The provisions of this Article 12.0 take precedence over airy provision of the printed Form B151 (1997 Edition} which is in Eontlict with this Article. 12.1 LIMITED LIABILITY ENTITY The Owner acloxowledges that the Architect and ifs consultants are limited liability entities and agree ti,at any claim made by it arising oat of any act or omission of any director, officer, or employee of the Architect, or its consultans, in the execution or perl~armapce of this Agreement, shall be made against the entity and not against any of their individual' directors, off cers, or employees. 12.2 LIMITATION OR LIABII,TI`Y Owner and persons claiming through the Owner agree to limit the liability of the Architect, its agents, consultants,. and employees for all claims arising out ofi in connection wig, or resulting from the performance of services under this Agreement to one million dollars ($1,000,000.00). 123 STANDARD OF CARE/DISCLA~R OF WARRANTIES Nothing contained in this Agreement shall regaire ti-e Arohitect to exercise professional skill and judgment greater than that which can be reasonably expected from other architects performing similar services fio those required hereunder. Architect makes no other warranties, express or implied. This Iimitatian shall not be modified by any certification or represenEa#ion made by Architect as as accommodation upon request of Owner. The parties acknowledge that notwithstandingthe exercise of due care and skill, no set of plans and specifications is entu ely free of est+ors and omissions and that the existence of an error or omission does not sutamatieally constitute a breach of the standard of care. Accordingly, if, as a resalt of any negligent acts, errors and omissions, the Owner incurs an accumulation of excess casts over two percent {2%) of the actual project construction cost, not including any improvement casts or betterment costs, the Architect shall bear the burden of such accumuhation of excess costs over the two percent (2%). The Architect shall have no liability for any such access costs which are less than two percent (2°~) of the actual project construction cast. i2.4 SCHEDULE OF SERVICES 12.4. i Design and Contract Administration Services beyond the following limits shah be provided by the Architect as a Change in Services in accordance with Section 3.3.1: .1 up to () reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor. .Z up W { }visits to the site by the Architect over the duration of the Project during constntction. .3 up to { )inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contact DocomenRs. .4 up to ( }inspections for any portion of the Work to determine final completion. 12.4.2 The following Design and Caniract Administration Services shall be provided by the Architect es a Change in Services in accordance with Section 3.3.1: Page 1 of 2 ao ARTICLE 12 OF ALA 8151 .1 review of a Contf~ectnr's submittal out of sequence from 8re submittal schedule agreed to by the Architect; .2 responses to the Contractor's requests far information where such information is available to the Contractor from a careful stady and comparison of the Conrad Documents, field conditions, other Ownortprovided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation; 3 Chango Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning i+eplacement of Work resulting from fire or other cause during constrr~tion; .S evaluation of an extensive number of claims submitted by the Owner's consulte-vts, the Contractor or others in connection with the Wozlry .6 evaluation of substitutions proposed by rho Owner's consultants or contractors and making . subseque~ r$visions to Instruments of Service resulting therefrom; .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; or .8 Contract Administration Services provided 60 days after the date of Substau>t3al Compleiion of the Work. ~ . 12.5 RESPONSIBILITY LrOR CODE COMPLIANCE The Architect shall conform the Drawings and Specifications to applicable federal, state, and local laws, statutes, ordinances, nrles, regulations, orders, or other legal requirements, regula#ions, and ordinances relating to rho construction, use, and occupancy of the Project in existence on the date of this Agreement. However, the Qwnet recognizes that interpretations by govenemontal officials are oftea subject to change even after issuance of a building permik If after issuance of the building pernut, modifications to the Drawings of Specificaticns are required because of an . interpretation by ffie Code Authority which had not been previously given, or which if given was different than a prior interpretation of the Coda Authority, Architect shalt make the required modifications, but the cost of such modifications shall be componsated as a Contingent Additional Service. Nothing contained herein shall relieve the Architect of its obligations to modify at its own expense Plans and Specifications where the Architect has negligently failed to prepare &em incompliance with the applicable codes and regulations. 12.6 ]ELAZARDOIIS MATERIALS Add to the beginning of Subparagraph 9.8: "Unless otherwise disclosed and arranged for disposal, the Owner represents to the Architect that no hazardous or #oxic substances within the meaniag of any applicable statute or regulation are presently sbar+ad, or otherwLse located on the Project site or a~jacentthereto. Further, within the definition of such statutes or regulations, no part of the Project site or adjacent real estate, including the ground water located theroon, is presently contaminated with such substances: ' 12.7. SERVICE TAX If any governmental autbarlty imposes a tax on the professional services set forth in this Agreement and obligates the Architect to play a role in ifs collection, the Architect may include the amount of the tax is itv periodic invoices, and Owner agrees to pay it. Page 2 of 2 a) Orange County Jlail Renovation and Expansion ~ibit A The Phase I -Feasibility Study will be developed io provide Orange County with a plan for expanding the existing Jail Facility to accommodate addfiior-af inmate housing. k is the County's desire to provide two 20-bed housing units, one for Misdemeanant Males and one for Females. Options to be explored include additions to the existing footprint as well as possible upfit of the unfinished space located in the basement of the jail. The Couniy also intends to provide a video visitation area for the public near the entrance to the jail. The following tasks are included in Phase I: 1) Code ~ Standards Review • a) The Architect will review the NC Building Code and the NC Jail Standards to determine the requirements for the proposed uses Z) Facility Assessment a) The Architect shall employ plumbing, mechanical, electrical and structural engineers to examine the existing systems and determine the feasibility c2f expanding or modifying existing systems to support the proposed expansion and renovation options for the building. i) Plans of the existing building shall be n~viewed ii) engineers shall visit the site to field verify existing conditions 3) Conceptual Pian Development a) The Architect will (derrtify potential options for expansion ar renovation for review with the County b) The Architect will develop iwo conceptual plan options for t1nal evaluation c) The Architect will meet with the County to review the proposed options, discuss _ operational issues with the Sheriff's Office and salad a preferred option for final design development. 4} Final Recommendation a) Determine final project scope, budget and schedule b) Document findings in a final report Ware l3onsall Arc:hibecls Page 1 of 1 a~ WB.1 W A R E B O N S A L L 10710 Sikes P[aae X125 ARCHITECT $ Charlotoe, NC 282 77 704.846.9 977 Fax 704.846,2108 2008 Standard hate Schedule Hourly Rates for Services Principal Architect $150 A0/hour Construction Administrator $130.00/hour Architect/Designer $110.00/hour Associate ArchitectlSetrior Technician $ 90.OO/hour Intern ArchitectrTechnician $ 70.00/hota Administrative Assistant $ 50.00/hour Reimbursable Expenses Automobile Mileage (rate allowed by IRS at tithe of travel) $ .585/mile • Plots (review sets and construction documents) $ 5.00/sheet All other costs, such as transportation, accommodations, meals, telephone, postageldelivery and outside consultants, will be reimbursed at a multiple of 1.2 times the amount billed Ware Bonsall Architects. The rates listed above are applicable through December 31, 2008