Loading...
HomeMy WebLinkAbout4457 +--------------------------------------------------------------------------+ tEnter Search Criteria, Press Esc Key to Transmit + tPress Del Key to Terminate Delete Mode + + CHANGE Contract Transactions t + Contract Number 4457 + + + +Vendor Name MILES YANICK & CO + +Subject ARCHITECT SERVICES - MARTIN LUTHER KING LIBRARY + +Department FINANCE + +Status Code PRO + + Amount $52986.00 + + Begin Date 07/15/2004 + + Insurance End Date 02/28/2006 + + Type Amount Review Date 02/15/2008 + + GL $2000000.00 + + AL $1000000.00 + + + + Insurance Total $3000000.00 + + Insurance Review Date 11/01/2005 + + + + Comments VAULT 01/01/2008 + + + + + +-------------------~------------------------------------------------------+ PROFESSIONAL SERVICES AGREEMENT Martin Luther King Library - Bremerton The City of Bremerton ("City") and Miles Yanick & Co. ("Consultant") referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated June 23, 2004, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H. of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. If the terms of this Agreement and Exhibit A conflict, the terms of this contract take precedence and control. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed fifty two thousand nine hundred eighty-six dollars ($52,986) of which the Record Drawing Preparation, as outlined in Exhibit D, shall not exceed fourteen thousand nine hundred eighty-six dollars ($14,986). Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit B and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit B. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit B. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. Payments by the City to Consultant shall be in accordance with Exhibit C. Bremerton/Miles Yanick & Co. Martin Luther King Library Page 1 of 7 IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. Bremerton/Miles Yanick & Co. Martin Luther King Library Page 2 of 7 VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and 3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and aggregate. 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), wkich may be provided on a "claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. Bremerton/Miles Yanick & Co. Martin Luther King Library Page 3 of 7 VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Bainbridge Island, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Consultant to Maintain Records to Support Independent Consultant Status: On the effective date of this Agreement (or shortly thereafter), Consultant shall: 1. File a schedule of expenses with the Internal Revenue Service for the type of business Consultant conducts; 2. Establish an account with the Washington State Department of Revenue and other necessary state agencies for the payment of all state taxes normally paid by employers, register to receive a unified business identifier number from the State of Washington; and 3. Maintain a separate set of books and records that reflect all items of income and expenses of Consultant's business, all as described in the Revised Code of Washington (RCW) Section 51.08.195, as required to show that the services performed by Consultant under this Agreement shall not give rise to an employer- employee relationship between the parties which is subject to RCW Title 51, Industrial Insurance. Bremerton/Miles Yanick & Co. Martin Luther King Library Page 4 of 7 D. Work Performed at Consultant's Risk: Consultant shall take ail precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shail be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Bainbridge Island, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shail take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agxeement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or orai, that have not been set forth in the text of this Agreement. G. Sevembility: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full rome and effect. H. Modification: This Agreement may only be modified by written insmunent signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address Consultant Address City Clerk Miles Yanick 239 Fourth Street 600 Winslow Way E, #247 Bremerton, WA 98337 Bainbridge Island, WA 98110 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any fight or power arising out of this Agreement shail not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shail not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. Bremerton/Miles Yanick & Co. Martin Luther King Library Page 5 of 7 M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated, at will, by either Party upon sixty (60) days notice to the other Party. This Agreement may be immediately terminated for cause by a Party if the other Party substantially falls to perform through no fault of the terminating Party, and the non-performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. Termination shall be effective ten calendar days after Consultant's receipt of the written notice by certified mail. A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City Bremerton/Miles Yanick & Co. Martin Luther King Library Page 6 of 7 without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. CITY OF B~ CONSULTANT By: I~IL~ES YA~K its: F~[~ ~ '~_ Date:its:May°r Date: ~J~ /)J ~'¢ Approved as to fo~: A~e~? ~ Ci~ Cle~ ' R:~EG~XCon~O~S~fession~ Se~i~ A~m~t Fora (~003).d~ Bremerlon/Miles Yanick & Co. Martin Lather King Library Page 7 of 7 EXHIBIT A SCOPE OF WORK 6/23/04 Page 1 Downtown Bremert0n/Martin Luther King Jr. Librarn/Proiect June 11, 2004 Vision The Bremerton Downtown/Martin Luther King Jr. Library shall be a multi-use, diverse resource facility serving as a community focal point. Objectives 1) Serve as community memory piece tying the past to the future - theme is the old meets new (Library, Admiral Theatre and post office versus the new Government Center, Conference and other new downtown facilities) 2) Self-service facility offering diverse programs and services 3) Improve public use through interior and exterior improvements, make the facility more colorful/artistic, more welcoming - "jazz up the place to bring the public back" 4) Enhance the art-deco style and community character of the building 5) Make it a key walkable-destination facility for the public that will not be dependent upon parking 6) Focus on use by downtown residents & employees who work in the downtown co~ 7) Provide more new and diverse materials/resources in a more attractive and fun environment to attract patrons Priorities (project phasing) 1 ) Roof repairs 2) Replace windows with art deco style 3) Exterior improvements w/focus on from of the building, front entrance/doors, building color, landscaping, & signage. Convert bathrooms under entrance stairs to maintenance/equipment storage. Prepare outside courtyard area for placement of tables and benches (book reading, lunch) 4) Interior of building priorities: upgrade lighting with art deco style rotunda and skylight/dome · ceiling tile replacement · new restroom · HVAC system · carpeting · trim/woodwork · interior window treatment DOWNTOWN BREMERTONfMARTIN LUTHER KING JR. LIBRARY 2004 CAPITAL RENOVATION PROJECT BUDGET 10-Jun~04 PROJECT EXPENSE Exterior Reroofing and weatherization $7,000 Exterior restoration, painting and coating 15,500 Entry lighting, fiber optics infrastructure 7,000 Replace exterior doors 6,000 Replace art deco style windows 60,000 Landscaping, signage, irrigation 5,000 Interior Replace acoustical ceiling tiles 10,000 Painting, including decorative work 22,500 Replace flooring at main floor 38,000 Plumbing upgrades 20,000 Casework, trim and millwork replacement 10,000 New handicap accessible restroom 18,500 Replace lighting at main floor 25,000 Technology infrastructure upgrades 10,000 Electrical upgrades 12,500 HVAC ststem upgrades for air delivery 12~500 Sub-total 279,500 General Contractor Overhead & Profit 13.50% 37,733 Subtotal - Construction Expense 317,233 Washington State Sales Tax 8.60% 27,282 Consultant Services: Architectural & Engineering 12.00% 38,068 Record drawings - architect 14,986 Administration, Bidding & Estimating Contingency 1.50% 4,758 Permits and fees 2,504 Subtotal - Project Expense 87,598 Subtotal - Combined Construction & Project Expense 404,831 Project Contingency 3.50% 14,169 Total Expense ~ PROJECT REVENUE CDBG Grant 100,000 Gates Foundation Grant 100,000 Friends of the Library 19,000 City of Bremerton 100,000 Kitsap County 100,000 Total Revenue $419.00~0 ARTICLE 1 ^RCH~TECT'S RESPON$181LIT~[S The services performed by thc Architect~ Architect's employees and Architect's consultants shall be as enumerated in Articles ;t, 3 and 22, 1,2 The Architect's services shal! be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds. This schedule shall include allowances for periods of time required for the Owners review and for approval of submissions by authorities having jurisdiction over the Project, Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.3 The Architect shall designate a representative authorized to act on behalf of the Architect with respect to the Project. 1.4 The services covered by this Agreement are subject to the time limitations contained in Subparagraph ~1,54. ,ARTICLE 2 SCOPE OF ARCNITECT'$ gA$IC SERVICES 2.1 DEFiNiTION The Architect's Basic Services consist of those described in Paragraphs 2.a through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical engineering sercices. 2.Z SCHEMATIC DESIGN PHASE 2.2,1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. 2.2,2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 2~2.] The Architect shall review with the Owner alternative approaches to design and Construction of the Project. 2.2.4 Based on the mutually agreed-upon progr~an, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design .. 'Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.E The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. 2,] DESIGN DEVELOPMENT PHASE 2.]1.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other doc- uments to fix and describe the size and character of the Project a~ to anzhitectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. 23.2 The Architect shall advise the Owner o£ any adjustments to the preliminary' estimate of Construction Cost. 206?801201 MI~ES Y~ICK ~ ~ P~GE 05 .~-4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development DOCUments and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement the Owner and Contractor. between 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 1L4.4 The Architect shall assist the Owner in connection with the O ' ' wner s responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project, 2.5 BIDDING OR NEGOTIATION PHASE The Architect, followhtg the Owner*s approval of the Construction Documents and of the latest preliminaxy estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and a~ssist in awarding and preparing contracts for construction, 2,6 CONSTI~UCTION PHASIE-ADMINISTRATION OF THE CONSTRUCTION CONTI~ACT 2.~i.l The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the initial Contract for Construction and terminates at the earlier Of the issuance to the Owner of the final Certificate for Pa)nnent or 60 days after the date of Substantial Completion of the Work. 2,$.2 The Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document Aaol, General Conditions of the Camtract for Construction, current as of the date of this Agreement, unless otherwise providkd in this Agreement. Modifications made to the General Conditiom, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. 2.G3 Duties, responsibilities and limitations of authority of the Arcbgtect under this Paragraph 2.6 shall not be restricted, modified or extended without vaitten agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably widgaeld 2.G.4 The Architect shall be a representative of and shall ad, se and consult with the Owner dunng the admmlstrataon of the Contract for Construction. The Architect shall have aathority to act on behalf of the Owner only to the extent pro~ded in this Agreement unless otherwise modified by written amendment. 2.~.s The Architect, as a repres~ntetive of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Ovn~er ~nd the Architect in Article u, (t) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against detects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or MILES YANICK & CO. PAGE 86 continuous on-site inspections to check the quality or quantity of the Work. The Architect shall neither have control Over or charge of, nor be responsible for, the construction means, methods. techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these ~e solely the Contractor's rights and responsibilities under the Contract Documents. 2.6.$ The Architect shall report to the Owner known deviations from the Gontract Documents and from the most recent construction schedule submitted by the Contractor. However, the Amhitect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of' the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. 1.$.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2~6~8 ]Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. 2.6,9 CERTIFICATE/FOIl. PAYMENT 2-6.9,1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. 1.8.9,1 The Architect's certification for payment shall constitute a repre~entatinn to the Owner, based o.n. the Architect's evaluation of the Work a* provided in Subparagraph 1.6.5 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (z) to an evaluation of the Work for conformallce with the Contract Documents upon Substantial Completion, (2) to results of subsequem tests and inspections, (9) to correction of minor deviations fi'om the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. 1.t&il The issuance of a Certificate for Payment shall not be a representation that the Architect has (0 made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (a) ~eviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of/~xtuisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's r/ght to payment, or (4) ascertained how or for what purpoSe the Contractor has used money previously paid on account of the Contract Sum. 1.~.10 The Architect shall have authority to reject Work that do~s not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neitber this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Amhitect to the Contractor, Subcontractors. material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. I PAGE 07 ~Ji.ll The Architect shall review and approve or take other appropria~.e actio~ upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept express~ in the Contract Documents. The Architect*s action shall be taken with sucl-~ reasonable promptness as to cause no delay ~n the Work or in the activities of the Owner, ContraCtor or separate contractors, while allowing sufficient time in the Architect's professional iudgrnent to permit adequate review. Review of such submittals is not conducted for the purpose of determin- ing the accuracy and completeness of other details such aa dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the ~esponsibility of the Contractor as required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unles~ otherwise specifically stated by' the Architect, of any construction means, methods techniques, s ~'quences or procedures. The Architect s approval of a Specific item shall not indicate approval of ~n assembly of whlch the item is a component. ~.~.t~ Ifpr~fessi~na~designserv~ces~rcerti~cati~nsbyadesignpr~essi~na~re~atedt~systems~ materials or equipment are specifically required of the Contractor by the Contract Documants, the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed bt, such design professionals. ~t.~.l~ The Architect shall prepare Change Orders and Construction Change Directives, with sup- porting documentation and data if deemed necessary by the Architect as p~ovided in Subparagraphs 3.~.~ and ~-3.3, for the Owner's approval and execution in acco~lance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an e~ension of the Contract Time which are consistent with the intent of the Contract Documents. :1.~.14 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive from the Contractor and forv/ard to the O ncr, for the Owner s revtew and records, written warranues and related documents :required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment ba~ed upon a final inspection indicating the Work complies with the requiren'~ents of the Contract Documents. 1.t;.1,~ The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents on written request of either .then ner or Contractor. The An:h~tect s response to such requasts shall be made in writing with_ m any time limits agreed upon or otherwise with reasonable promptness. :~,~.1~ Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of draw- ings. When making such interpretations and initial decisions, the Architect shall et~deavor to secure faithful performance by both Owner and Contractor, shall not show partiality- to either, and shall not be liable for results of interpretations or decisions so rendered in good fitith~ 2Al.l/ The Architect shall render ~nitial decisinns on claims, disputes or otber matters m question between the Owner and Contractor as provided in the Contract Documents. However. the Architect's decisions on matters relating to aesthetic effect shall be ~nat if consistent with the intent expressed in the Contract Documents. 1 07/0@~004 1~:04 20~780120~ ~ILE$ YANIC~ & CO. P~E 0~ Z$-18 The ,~x:h .ects dec sons on clam~s, disputes or other matters in question between the Owner and Contractor, except for those relating to aesthetic effect as prox4ded in Subparagraph z.647, shall be subject to mediatioo and arbitration as provided in this Agreement and in the Contract Documents. AIqTICL£ 3 ADDITIONAL ].1 G[NERAL 3.1.1 The services described in this ~icle 3 are not included hi Basic Settees unless so identified in ~ticle ~2, ~d they shaU be paid for ~ the Owner ~ pr~d~ in ~is Agreement, in addition to the com~nsatJon for Basic ~rvices. The semites described under Par~raphs 3,2 and 3.4 shall only ~ provided if authoriz~ or con~rmcq in writing by the Owner. If se~ices descried under Contingent ~ditional Se~ces in Paragraph 3.3 am required due to circumstances &yond the ~chitcct's control, the ~chiteci shall noti~- the Owner prior to commencing such se~ices. If the ~ner deems that such settees &grind tinder Paragraph 3.3 are not ~quir~, the Owner shall give prompt written notice to the Aghitecl. If the ~ner in~cata in ~iting that a~ or pat of such Contingent Mditional Semites are not required, the ~chitect shall have no obligation to provide ~ose settees. 3.J P~OJECT ~EP~Ei[NTATION BEYOND B~IC ~-2-1 If more *xtensive ~pr~entation at the site thau is described in Subp~raph 2.6.~ is required, the ~chitect sha~ provide one or more Proje~ Rep~senta~ves to ~sist in car~ing out such additional on-site responsibilities. 1.2.2 ~oject Representatives shall ~ selected, employed ~d directed by the ~chite~, and the ~chitect shall be compensated therefor as agreed by the Owner and ~hitect. The duties, responsibilities and limitations of authority of Project Representatives sha~ be ~ descri~d i~ the edition o~ AIA Document B3~ cur~nt ~ of ~e date of this ~reement, unl~s othe~ise agreed. a.23 Through the p~sence at the site of such Project Representati~s, &e ~tect shall endeavor to provide ~her protection for the Owner ~ainst &fects and deficienci~ in ~e Work, : but the ~rnisMng of such project representation shall, not mod~ ~he rights, r~ponsibilities or obligations of the ~hltea as descfib~ ds~here in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 M~g r~sions ~ drawings, s~cifications or other documents wh~ such rev~ions ~e: ,1 inconsistent Mth approvals or instru~ons p~viously given ~ ~e Owner, including ~visions made necmsa~ ~ adjus&ments in the O~er's pr~ram or P~kct ~dget; .~ requi~d by the enactm~t or revision of c~es, l~s or reg~ations subsequent to the preparation of such documents; or 3 due to chang~ required ~ a result of the Owner's failu~ to ~nder decisions in a timely manner. 1.].2 ~oviding se~ices required because of significant changes in the ProNct including, '" but not limited to, size. quality, compl~ty, the O~er s schedule, or the method of b~dding or negotiating and contra~ing for construction, except for ~ces req~red trader 5ubp~raph 5.2.5. ~33 Preparing Drawings, Specifications and other d~umentation and supporting data, ~luahng Contractor's proposals~ and pr~iding o~er semites in connection with Change Orders and Construction Change Dire~Jves. ~-*.~ Providing services in connection with ~aluating substitutions propo~d by the Contractor and maki~ subsequent revisions to Drawings, Specifications and other do~mentation resulting therefrom, 07~08/200~ 1~:0~ 2067~01201 M~$ ¥~ICK ~ CO. .~.:1.5 Providing consultation concerning replacement of Work damaged by fi~ or other cause dunng constrocuon, and furmshmg services reqrured in connection with the replacement o£such Work. ~.3.6 Providing services made necessa~ by the default o£ the Contractor, by maior defects or deficiencies in the Work o£ the Contractor, or by faLl,,re of performance of either the Owner or Contractor under the Contract for Construction, ].3.? Providing services in evaluating an extensive number of claims submined by the Contractor or others in connection with the Work. 3.3.$ Pro'riding services in connection with a public hearing, a dispute resolution proceeding Or a legal proceeding except where the Architect is party thereto. $.3.9 Preparing documents for alternate, separate or sequential bids Or providing services in connection with bidding, negotiation or construction prior to the completion of the Cc,nstrt~¢tiorl Documents Phase. 3,4 OPTIONAL ADDITIONAL 3[RVICES 3.4~I Providing analyses of the Owner's needs and programming the requirements of the Project. Pro¼ding financial feasibility- or other special studies. Providing planning surveys, site evaluations or comparative studies of prospeciive sites. Providing special surveys, environmental studies and submissions requim:t for approvals of governmental authorities or others having jurisdiction over the Project. ].4.5 Pro¼dkng services relative to future facilities, systems and equipment. : ].4.~ Providing services to investigate existing conditions or facilities or to make measured drawings thereof. · 3.4.7 Prov~dlng services to verify the accuracy of drawings or other in~rmafion fumbled by the Owner, $.4.a ,Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection v,4th construction performed and equipment supplied by the Owner. 3,4.~ Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. ............ 3.4.10 Providing detailed estimates of Construction Cost. 3.4.1; Providing detailed quantity surveys or inventories of material, equipment and labor, ].4.12 Providing analyses of owning and operating costs, Providing interior design and other similar services required for or in connection with the selection, procurerneot or installation of furniture, furnishings and related equipment MILES YANICK & CO. PAGE 10 3.4.14 Providing services for planning tenant or rental spaces. :~.4..15 Making investigations, inventories of materials or equipme~lt, or valuations and detailed appraisals of existing facilities. 3.4,16 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Architect. ~1.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3~4.t8 Providing services after issuance to the Owper of the final Certificate for Payment~ or in the absence of a final Certificate for Payment, more than 6o days after the. date of Substantial Completion of the Work. 5-4.15 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions of the Proiect provided as a part of Basic Services. !.4.1o Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandabflity, special equipment, systems and site requirements. The Owner shall furnish to the Architect, within x5 days after receipt of a written request, information necessary axed relevant for the Axchitect to evaluate, give notice of or enforce lien fights. : 4.~ The Owner shall establish and periodically update an overall budget for the Project, hxcluding the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. ~.~ The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such designated representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the o~erly and sequential progress of the Architect's services. 4.4 ' The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alle)~, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. ~.S The Owner shall furnish the services of geotechrfical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, 07~0~/~004 ~i~04 2067~0120~ MI~ES YAN~C~ ~ ~ I PAGE i1 determinations of soll bearing values, percolation tests, evaluations of hazardous,; materials, ground corrosion tests and resistivity tests~ including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. 4.~ The Owner shall furnish the services of consultants.other than those designated in Paragraph 4-5 when such services are requested by the Architect and are reasonably required by the scope of tile Project. 4.1 The Owner shall furnish structural, mechanical, and chemical tests; tests for air and water pollution: tests for hazardous materials; and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4,~ The Owner shall furnish all legal, accounting and insurance services that may be necessary at any time for the Project to meet the Owner's needs and interests. Such services shall include auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner, 4.9 The services, information, surveys and reports required by Paragraphs 4,4 through 4.,8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy, and compIeteness thereof. ~,,10 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or incoos:stencies in the Architect's Instruments of Service, ^R!rlCLE S CONSTRUCTION COST S.1 DEFINITION 5,1,1 The Construction Cost shall be the total cost or, to the extent the Pro'cci is not completed, the estimated cost to the Owner of all elements of the Project designed: or Specified by the Architecc s.t2 The Constr~ction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervbion of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Woi'k. ......... s,1,3 Construction Cost does not include the compensation of the Architect and the Architect's - consultants, the costs of the land, rights-of-way and financing or other costs that are the respon- sibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST [' S.2.1 Evaluations of the Owner's p-~-, ~ ~ ........ ' ,,,~,-~ ~,uuge~, toe prenmmary esbmate of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. u~/u~/zom~ il:~a WUb/WUiZUi MILES YANICK ~ CO. PAGE 12 I !L2.2 NO fixed limit of Construction Cost shall be established as a condition of this Agreemcm by the furnishing, proposal or establishment of a Proiect budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. [f such a fixed limit has been established, the Architect shall be permitted to include cootingencles for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary, to adjust the Construction Cost to the fi~ed limit. Fixed limits, it' any, shall be increased in the amount of an increase in the Contract 5ufo occurring after execution or- the Cont,:act for Construction. ~.23 It' the Bidding or Negotiation Phase has not commenced x,*ithin 90 days after the Architect submits the Construction Documents to the Owner. any Proiect budget or fixed limit of' Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry. $.2.4 If a fixed limit of Construction Cost (adjusted a~ provided in Subparagraph $~1,3) i.~ exceeded by the lowest bona fide bid or negotiated proposal, the Owner shaih .~ give written approval of an increase in such raced limit; ,z authorize rebiddlng or renegofiating of the Project within a reasonable time; J terminate in accordance with Paragraph 8.5: or .,~ cooperate in revising the Project scope and quality as required to reduc~ the Construction Cost. S,2.S It- the Owner chooses to proceed under Clause 5.a.4.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the fixed limit, it' established as a condition of thi~ Agreement, The modification of such documents without cost to the Owner shall be the limit of the Architect's responsibility under this Subparagraph 5.2.5. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the : Construction Phase is commenced. EXHIBIT B MILES YANICK + COMPANY ARCHWECTURE LANDSCAPE DESIGNERS PLANNERS Hourly Rate Schedule - Multiple of Direct Pemonnel Expenses (June 2002) (Nme: ~ .ad mulfiplc~ .;e re~<l Pe~edi~tlly ~ ~.ordmzcs wjt~ eta' normal solar/z~-~ pn~etioe~.) MO/~Ole ofD#~fPe~onr~Exoenses in~ude$ dire~ axd~irie~ of the ArehlteGtt personnel, and the portion of Ihs ¢~ost of their mandatory end customary contributions end benefits related Umreto, such es federal, state and local omploymem taxes lind other stetutoty employee benefits, insurance, si(:~ leave, holk:leys, vacations, pension and stellar contrloulions ansi benefits. ;'exempis: Employee Hourly F~te ' 12.10 x 3.06 = $37.00 PROFE~81ONAL SERVICE8: ~ I~rl~don of Primary I. Mitel Ylntok, PHne4pel $94 / hour Primary architectural end land~uepe design Registered Arc~tect respomflbility for alt of the wo~; progmmn~ng; Senior Project Architect scheduling; rneeting~ with client and govern- Project Manager merit agencies; presentations, spacifica~or;s & cost e-,timates; field inspections. IL Registered Architect ~ hour Total quality management, production of ~,n- Senior Designer struetlon contract documenL~, document coordi- nation, lond~;ape design, ~ost estimates. IlL RegiMered Arcflitect $76 / hour Project man,igor; architectural end Me design; Designer programming; scheduling; meetings with Project Manager and government egencios; presentations; speciflcation~ & coat eMimatss; quality oontrci; preparation of construction ~lwir~gs, tschr,ical ~na .,nd other documents; con~b'uction cordraCt rlla~ent; field imlpecfions. IV. Registered Architect ~6 / hour Construction contract document productioe teem Design Production Manager leader;, technical end design a'sistence al~:l 8eflior 0raflspemon coat e~tlmates; quality control. V. Landscape Amhltect ~e6 / hour Assists emhltects with destgn and preparation of Interior Designer landscape Nte development plans, interior design Other Specialist plans, or other ape~elized infon-,'tatlofl and plonk; doournametlon, specifications end co~l eetimstes. VI. Intermediate [Xaffsperlon $50 / hour Preparation of pm~duction drawings end p~ssnta- VII. Jutlior DraRsperson $41 1 hour fion materiel; code mseerch; governmentel · gency liaison. .VfiL Admlrlstrator $39 / hour Job co~t accounting, project schedulo DraRing A~sistant n~$eere~, drawing, and document paste-up and production REIMBURSABLE F-XPEN~ Consultant Fees: Coat + 16%. Includes slmcturet, me~.'hanlcal, electrical, and civil engineers; interior and graphic designers; special consultants, Reimburesbis Expecaes Incurred on Behalf of Client: Co~t * '16% (e.g. filing fees, other fees, postage & shipping, reporl & drawing reproduction, q~ecial services & supplies) ImHouee Exppnees: Blueprints: $2.751 sheet Miloege: $0.351 mile CAD plot~: $13.50 1 sheet Per Diem: ~50 1 person / day All accounts ere due in full upon receipt of invotce. Interest at the rate of 1.5% per month will be choq~ed on accounts due over :30 days. pAYMeNTS TO THE ARCHITECT Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or o~her sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. Rei_mbursable F. xp~nses are in addition to compensation for the Architect's services and include expenses:incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: a transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Proiect; ~ reproductions,, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .~ renderings, mocIels and mock-ups requested by the Owner; .~ expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Archi~ct and the Architect's consultants; .; reimbursable expenses as designated in Paragraph .a other similar direct Project-related expenditures. Records of Reimbursable Ex'peases, of expenses perta.tning to a Change in Services, aad of · services performed on the basis of hourly rates or a multiple of Direct Personnel Expense sh~.lt be available to the Owner or the Owner's authorized representative at mutually convenient times. Direct Personnel Facpeme is defined as the direct salaries of the Architect's persormel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plan:; and similar contributions.