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LUMP SUM AGREEMENT FOR
DESIGN CONSULTANT SERVICES
BETWEEN
Augusta, Georgia, a political subdivision of the State of Georgia
Acting by and through the
Richmond County Commission
Hereinafter Referred to as Owner
AND
KSGW Architects
Hereinafter Referred to as Design Consultant
PROJECT: Expansion of the Webster Detention Center.
DATE: November 2, 2006
Article 1
Article 2
Article 3
Article 4
Article 5
Article 6
Article 7
i Article 8
I
I. Article 9
. Article 10
Article 11
Article 12
Article 13
Article 14
Article 15
Exhibit A
Exhibit B
Exhibit C
Exhibit D
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AGREEMENT FOR DESIGN CONSULTANT SERVICES
TABLE OF CONTENTS
Page
Definitions.......................................................................................................... 1
Relationship of the Parties .......... ............... ........................... ............ ... ... .... ...... 4
Basic Services..................................................................................................... 5
Compensation..................................................................................................... 9
Period of Services............................................................................................ .11
Owner's Responsibilities. ..... .................. ... .... ............. .... .......... ...... .............. ... .12
Additional Services.......................................................................................... 13
Notices.............................................................................................................. 13
Insurance........................................ .......................................................... ........ 14
Indemnifica tion ................................................................................................ 16
Termination of Agreement. ....... ........ .......... ...... ..................... ...... .... ..... ... ........ 16
Dispute Resolution ....... ... ...... ........ ......................................... ..... ..... ..... ... .... ....18
Successors/Assignment/Third Parties ... ...... .......................... ..... ....... ... ... ........18
Ownership of Documents/
Confidential Information....................................................... .......................... 18
Additional Provisions....................................................................................... 19
Design, Construction and Equipment Budget ............................................... Al
Master Schedule.............................................................................................. B 1
Scope of Services ........ ..... ..... ....................... .............. .................. .................... C 1
Additional Services. ........ ..... ....................... ...... ................. .... ..... ........ ............ D 1
AGREEMENT FOR
DESIGN CONSULTANT SERVICES
AGREEMENT made this 2nd day of November, 2006, BETWEEN the Owner: Augusta,
Georgia, a political subdivision of the State of Georgia, acting by and through the
Richmond County Commission; and the Design Consultant: KSGW Architects., For
Professional Services in connection with the Project known as: Architectural Design
Services for Expansion of the Webster Detention Center. Augusta Richmond County,
Georgia
The Construction Program Manager for the Project is: Heery International, Inc.
The Owner and the Design Consultant agree as set forth below:
ARTICLE 1
DEFINITIONS
The following words and phrases where appearing in initial capitalization, shall for the
purposes of this Agreement have the following meanings:
1.1 PROJECT. The Project shall be: All architectural, engineering and associated
work, as described herein, for expansion of Augusta Richmond County's Webster
Detention Center, including pre-design, design, bidding, construction
administration and post-construction services.
1.2 SERVICES. The Services to be performed by the Design Consultant under this
Agreement shall consist of the Basic Services and any Additional Services both as
defined herein.
1.3 BASIC SERVICES. Basic Services shall consist of the architectural and
engineering services as described in Article 3 and as indicated and specifically
designated in Exhibit "D" to be performed and provided by the Design Consultant
under this Agreement in connection with the Project.
1.4 ADDITIONAL SERVICES. Additional Services shall consist of the architectural
and engineering services agreed to be performed by the Design Consultant in
connection with the Project but which are not specifically designated as Basic
Services in Article 3 or Exhibit "C". A listing of potential Additional Services is
included as Exhibit "D".
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1.5 WORK. The Work shall consist of the total construction, design and related
services (excluding the Services rendered by the Design Consultant) performed on
the Project.
1.6 PROJECT DOCUMENTS. The Project shall be completed in accordance with the
following Project Documents which were prepared or approved by the Owner
prior to the execution of this Agreement between the Design Consultant and the
Owner:
1. Owner/Construction Program Manager Contract.
2. Design and Construction Budget.
3. Master Schedule.
1. 7 CONSTRUCTION CONTRACT DOCUMENTS. The Construction Contract
Documents shall consist of the plans and specifications prepared by the Design
Consultant and Commissioning Agent, and any addenda and change orders
thereto, the Owner's Project Manual documents such as the Conditions of the
Contract, Contract Forms, Bidding Requirements, etc., and the Owner-Contractor
agreement, all of which shall be compatible and consistent with this Agreement
and the Owner/Construction Program Manager Contract.
1.8 CONTRACTOR. The Contractor is the person or entity which enters into an
agreement with the Owner to perform the construction of or any construction on
the Project, including, without limitation, the providing of labor, materials, and
equipment incorporated or to be incorporated into the Project. The term
"Contractor" means the Contractor or its authorized representative, but excludes
the Construction Program Manager and the Design Consultant.
1.9 BASIC SERVICES COMPENSATION. Basic Services Compensation shall be the
lump sum fee designated in Article 4 to be paid by the Owner to the Design
Consultant in connection with the performance of the Basic Services by the
Design Consultant.
1.10 ADDITIONAL SERVICES COMPENSATION. Additional Services Compensation
shall be the fees determined in accordance with Article 7 to be paid by the Owner
to the Design Consultant in connection with the performance of Additional
Services.
1.11 REIMBURSABLE EXPENSES. In connection with Additional Services,
Reimbursable Expenses are those actual expenditures made by the Design
Consultant, its employees, or its Professional Consultants in the interest of the
Project including but not limited to, County standard per diem out-of-pocket
expenses for travel and living expenses in connection with the Project, long
distance telephone, telex, expressage, professional consultants (other than those
required for the performance of the Basic Services), and Owner-approved
document reproduction. Pre-approved document reproduction expenses for Basic
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Services include expenses incurred for review submittals required by the
Agreement, Bidding Documents, exclusive of addenda, and documents issued for
permitting and/or construction. Travel expenses shall be covered by Basic
Services, except where the number of out-of-town trips during the design phase
exceeds twenty (20).
1.12 OWNER/CONSTRUCTION PROGRAM MANAGER CONTRACT. The
Owner/Construction Program Manager Contract is the agreement between the
Owner and the Construction Program Manager, dated May 6, 2004, for the
performance of construction program management services on the Project.
1.13 BUILDING PROGRAM. The Building Program or "Program" is the detailed
written summary of the requirements of the facility which sets forth the Owner's
design objectives, constraints and criteria, including space requirements and
relationships, quality levels, flexibility and expandability, special equipment and
systems and site requirements.
1.14 MASTER SCHEDULE. The Master Schedule is a graphic display of the major
activities, phases, sequences and timing of the major project activities for design,
construction procurement, construction and occupancy as described in "Exhibit
B."
1.15 DESIGN PHASE CHANGE ORDER. A Design Phase Change Order is the form
of documentation from the Owner approving and authorizing a modification to
the Program, Budget, Master Schedule, or previously approved Design Phase
documents. '
1.16 COMMISSIONING AGENT. The quality assurance consultant hired by the
Owner to review, validate and document that the facility and its systems are
designed, installed and tested in conformance with the design intent.
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ARTICLE 2
RELATIONSHIP OF THE PARTIES
2.1 DESIGN CONSULTANT SERVICES. The Design Consultant shall provide
professional architectural/engineering services for the Project in accordance with
the terms and conditions of this Agreement. The Design Consultant's
performance of services shall be as professional consultant to the Owner to carry
out the activities of Project design and construction administration and to provide
the technical documents and supervision to achieve the Owner's Project
objectives.
2.2 COMMISSIONING AGENT SERVICES. The Design Consultant understands
that the Owner intends to enter into a separate contract with an independent
Commissioning Agent and agrees to communicate, through the Construction
Program Manager, with Commissioning Agent on matters pertaining to building
systems, including mechanical, electrical, plumbing and exterior envelope, to the
extent needed to support the Commissioning Agent's mission to validate and
document that the facility and its systems are designed, installed and tested in
conformance with the design intent.
2.3 OWNER REPRESENTATION. The Construction Program Manager is under
separate contract with the Owner to provide construction program management
services. The Construction Program Manager has no design responsibilities of
any nature. None of the activities of the Construction Program Manager
supplant or conflict with the design, budget or any other services and
responsibilities customarily furnished by the Design Consultant or
subconsultants in accordance with generally accepted architectural/engineering
practices except as otherwise modified by this Agreement. The Design
Consultant understands and agrees that the Construction Program Manager is
the Owner's exclusive representative to the Design Consultant and Contractor
insofar as this Agreement is concerned. All instructions by the Owner to the
Design Consultant relating to services performed by the Design Consultant will
be issued or made through the Construction Program Manager. All
communications and submittals of the Design Consultant to the Owner and
Contractor shall be issued or made through the Construction Program Manager
unless the Construction Program Manager shall otherwise direct. The
Construction Program Manager shall have the authority to establish procedures,
consistent with this Agreement, to be followed by the Design Consultant and
Contractor and to call periodic conferences to be attended by the Design
Consultant, and his subconsultants, throughout the term of this Agreement.
2.4 Design Consultant understands and agrees that it is not a third party beneficiary
of any contract between the Owner and the Construction Program Manager or of
their performance thereunder; nor is Design Consultant a third party beneficiary
of any contract between the Owner and the Commissioning Agent. Design
Consultant waives any rights, claims or causes of action it may have as an alleged
third party beneficiary of any such contracts or of the performance of the parties
thereunder.
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2.5 DESIGN CONSULTANT REPRESENTATION.
2.5.1 The Design Consultant shall provide a list of all consultants which the Design
Consultant intends to utilize relating to the Project. The list shall include such
information on the qualifications of the consultants as may be requested by the
Owner. The Owner, through the Construction Program Manager, reserves the
right to review the consultants proposed, and the Design Consultant shall not
retain a consultant to which the Owner, through the Construction Program
Manager, has a reasonable objection.
2.5.2 The Design Consultant shall provide to the Owner, through the Construction
Program Manager, a list of the proposed key project personnel of the Design
Consultant and its consultants to be assigned to the Project. This list shall
include such information on the professional background of each of the assigned
personnel as may be requested by the Owner, through the Construction Program
Manager. Such key personnel and consultants shall be satisfactory to the Owner
and shall not be changed except with the consent of the Owner unless said
personnel cease to be in the Design Consultant's (or its consultants, if applicable)
employ.
2.6 DIVISION OF RESPONSIBILITIES/SERVICES. The Design Consultant
understands and agrees that should the Construction Program Manager provide
the Design Consultant with any estimating assistance, cost or time control
recommendations or other consultation, recommendations or suggestions, any or
all such activities on the part of the Construction Program Manager or any other
representative of the Owner shall in no way relieve the Design Consultant of the
responsibility of fulfilling its obligations and responsibilities under this
Agreement.
ARTICLE 3
BASIC SERVICES
3.1 SCOPE OF SERVICES.
3.1.1 The Basic Services to be provided by the Design Consultant shall be performed in
the seven phases described hereinafter and shall include architectural, structural
engineering, civil engineering, mechanical engineering, electrical engineering,
plumbing engineering, fire protection engineering, security systems engineering,
interior design (except where noted as an Additional Service), food service design
and all other services customarily furnished by an architect/engineer and its
consultants in accordance with generally accepted architectural and engineering
practices consistent with the terms of this Agreement, and specifically identified
and described in Exhibit "C" attached hereto and made a part of this Agreement.
The seven phases are Pre-Design, Schematic Design, Design Development,
Construction Documents, Bid/Award, Construction, and Post-Construction.
3.2
DESIGN CONSULTANT'S
STANDARD OF CARE.
PROFESSIONAL RESPONSIBILITY AND
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3.2.1
3.2.2
3.2.3
3.2.4
By execution of this Agreement, the Design Consultant warrants that (a) it is an
experienced architectural and engineering firm having the skill and the legal and
professional ability necessary to perform all the Services required of it under this
Agreement in connection with the design and construction of a project having the
scope and complexity of the Project contemplated herein; (b) it has the
capabilities and resources necessary to perform its obligations hereunder; and (c)
it is familiar with all current laws, rules and regulations which are applicable to
the design and construction of the Project (such laws, rules and regulations
including, but not limited to, all local ordinances, requirements of building codes
of city, county, state and federal authorities which are applicable to the Project,
local sanitary laws and rules and regulations, and all orders and interpretations
by governing public authorities of such ordinances, requirements, laws, rules and
regulations in effect at the time of commencement of services on the Project), and
that all drawings, specifications and other documents prepared by the Design
Consultant shall be prepared in accordance with and shall accurately reflect and
incorporate all such laws, rules and regulations.
The Design Consultant hereby repres8nts and agrees that the drawings,
specifications and other documents prepared by it pursuant to this Agreement
shall be complete and functional for the purposes intended, except as to any
deficiencies which are due to causes beyond the control of the Design Consultant,
and that the Project, if constructed in accordance with the intent established by
such drawings, specifications and other documents, shall be structurally sound
and a complete and properly functioning facility suitable for the purposes for
which it is intended.
The Design Consultant shall be responsible for any errors, inconsistencies or
omissions in the drawings, specifications, and other documents. While the Design
Consultant cannot guarantee the various documents required herein to be
completely free of minor human errors and omissions, it shall be the
responsibility of the Design Consultant throughout the period of performance
under this Agreement to use due care with professional competence. The Design
Consultant will correct at no additional cost to the Owner any and all errors and
omissions in the drawings, specifications and other documents prepared by the
Design Consultant. The Design Consultant further agrees, at no additional cost,
to render assistance to the Owner in resolving problems relating to the design or
specified materials.
In the event of a construction change order resulting from completed construction
work that must be demolished, disassembled, redone or removed, as a result of
errors or omissions in the Design Consultant's drawings and specifications, the
Design Consultant assents to the Owner's right to withhold payments to Design
Consultant, in the amount of the change order that is attributable to the errors
and omissions. The Owner shall not have the right to unjust enrichment or
withholding payments to the Design Consultant for portions of change orders that
convey reasonable value to Owner, such as approved work or materials associated
with the finished building.
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3.2.5 It is the responsibility of the Design Consultant to make certain that all
drawings, specifications and other documents are in accordance with applicable
laws, statutes, building codes and regulations and that appropriate approvals are
obtained from Federal, State and local governments.
3.3 PROJECT REQUIREMENTS.
3.3.1 Attached hereto and made a part of this Agreement as Exhibit "A" is the Design
and Construction Budget, a component of which is the Project Construction
Budget. The Project Construction Budget shall be defined as the total cost of
constructing the Project, as illustrated in Exhibit "A" hereto. A component of the
Project Construction Budget is the Construction Contract Award Price,
hereinafter referred to as CCAP. The CCAP for this Project, or designated
portion thereof, may be modified in writing only in the form of a Design Phase
Change Order, executed by the Owner, Construction Program Manager, and
Design Consultant. The Design Consultant shall prepare drawings, specifications
and other documents necessary so that the construction contract bid from a
responsive, responsible bidding contractor, acceptable to the Owner and the
Construction Program Manager, will be within the CCAP.
3.3.1.1 During all phases of the Project the Design Consultant shall prepare such
estimates as it deems necessary, at no additional cost to the Owner, to assure
itself that the estimated Project cost is within the CCAP and shall supply copies
of such data, information or estimates as the Owner may require to substantiate
the Design Consultant's contention that the Project cost is within the CCAP.
3.3.1.2 With each Design Phase submittal and each interim, revision or subsequent
design submittal of the Design Consultant to the Owner, the Design Consultant
shall make the following statement in writing: "The drawings, specifications, and
other documents submitted herewith, in my/our professional opinion, fulfill the
Building Program requirements and the work indicated by them may be
purchased by the Owner in a construction contract or contracts, the total price of
which (CCAP) will not exceed $26,500,000.00 (based on bid date of no later than
January 15, 2008) and may be constructed completely within said contract price
and the in-progress contingency fund of 4% of said price. Further, in my/our
professional opinion, the above-mentioned documents submitted herewith have
been prepared in accordance with the Design Consultant Services Agreement."
3.3.2 The Building Program, which defines the physical and environmental parameters
for the Project and establishes the design objectives and criteria, will be
developed by the Design Consultant and approved by the Owner. After approval,
no deviations from the Program shall be allowed without written approval for
change, in the form of a Design Phase Change Order executed by the Owner, I
Construction Program Manager and Design Consultant.
3.3.3 Incorporated herein and made a part of this Agreement by reference as Exhibit
"B" is the Project Master Schedule, which defines the sequence and timing of the
design and construction activities. Also included in Exhibit "B" is the Critical
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Date Schedule, indicating critical dates to be adhered to by the Design
Consultant.
No deviation from the Master Schedule shall be allowed without written approval
for a change in the Master Schedule, in the form of a Design Phase Change Order
executed by the Owner, Construction Program Manager and Design Consultant.
Should the Owner and Construction Program Manager determine that the Design
Consultant is behind schedule, the Design Consultant shall expedite and
accelerate its efforts, including additional manpower and/or overtime, to maintain
the approved design schedule at no additional cost to the Owner.
3.4 PROJECT CONFERENCES.
3.4.1 Throughout all phases of the Project, the Design Consultant and its consultants
shall meet periodically with the Owner and Construction Program Manager when
reasonably requested. Attendees shall be as jointly determined by the Owner,
Construction Program Manager and Design Consultant. As a miniinum,
regularly scheduled meetings which the Design Consultant will attend include:
3.4.1.1 Project Launch.
3.4.1.2 Predesign'conferences on a biweekly basis.
3.4.1.3 Pre design Project Analysis Sessions, two days maximum.
3.4.1.4 Six design conferences each, during Schematic Design and Design Development
phases, respectively, and three conferences during the Construction Documents
phase.
3.4.1.5 Prebid conference for each construction contract.
3.4.1.6 Preconstruction conference for each construction contract.
3.4.1. 7 Construction progress meetings on a weekly basis for each construction contract.
3.4.1.8 Substantial Completion, Final Completion and completion of warranty period
inspections for each construction contract.
3.4.2 The Design Consultant shall be responsible for scheduling and attending any and
all meetings necessary to properly coordinate the design effort including meetings
with Owner's Commissioning Agent, governing agencies, code officials and
applicable utilities.
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ARTICLE 4
COMPENSATION
4.1 BASIC SERVICES COMPENSATION
4.1.1 The Owner shall compensate the Design Consultant in accordance with the terms
and conditions of this Agreement, including the following:
4.1.2 For the Basic Services of the Design Consultant, Basic Services Compensation
shall be in the amount of Two Million Two Hundred Eighteen Thousand Five
Hundred Dollars ($2,218,500).
4.1.3 The Basic Services Compensation stated in paragraph 4.1.1 includes all
compensation and other payments due the Design Consultant (manpower,
overhead, profit, direct costs, etc.) in the performance of the Basic Services.
4.2 PAYMENTS TO THE DESIGN CONSULTANT. Payments on account of the
Design Consultant shall be made as follows:
4.2.1 Payments for Basic Services shall be made monthly in proportion to services
performed so that the total to-date compensation at the completion of each Phase
shall equal the following percentages of the total Basic Services Compensation.
Pre- Design Phase.................................................................................................... 4%
Schematic Design Phase.........................................................................,............. 17%
Design Development Phase.................................................................................. 40%
Construction Documents Phase ... ............... .... .... ........ ..................... ............. .......75%
Bidding or Negotiations Phase ................... ................ ...... ........... ..... .......... .......... 77%
Construction Phase ............... ......... .............. ................ ........ ..... ........ ....... ...... .......97%
Post Construction Phase....... ........ ............... .............. ............... ........ .......... ... ..... 100%
4.2.2 No deductions shall be made from the Design Consultant's Basic Services
Compensation on account of penalty, liquidated damages, retainage or other sums
withheld from payments to Contractor.
4.2.3 If the Project is suspended for more than six months or abandoned in whole or in
part by the Owner, the Design Consultant shall be paid compensation for services
performed prior to receipt of written notice from the Owner of such suspension or
abandonment, and all reasonable termination expenses resulting from such
suspension or abandonment. If the Project is resumed after being suspended for
more than six months, the Design Consultant's Basic Services Compensation
shall be equitably adjusted.
4.2.4 Invoices shall be submitted monthly to the Construction Program Manager, as
follows:
Heery International, Inc.
501 Greene Street
Suite 313
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Augusta, GA 30901
Attn: Bob Munger
4.2.5 The terms of this instant agreement supersede any and all provisions of the
Georgia Prompt Pay Act.
4.3 ADDITIONAL SERVICES COMPENSATION.
4~3.1 With respect to any Additional Services, as described in Article 7 herein,
performed by the Design Consultant hereunder, the Design Consultant and
Owner shall negotiate an equitable adjustment to the Basic Services
Compensation. However, if negotiations are not successful prior to the time the
additional services are needed, the Owner may elect to contract with another
entity to perform the Additional Service(s); or the Owner may direct the Design
Consultant to proceed with the Additional Services on a time spent basis with
Additional Compensation Services to be computed as follows:
4.3.1.1 Principal's time at the fixed rate of One Hundred Sixty Dollars ($160.00) per
hour. For the purposes of this agreement, the Principals are: David Sholl and Joe
Johnson.
4.3.1.2 Project Manager's time at the fixed rate of One Hundred Forty Dollars ($140.00)
per hour. For the purposes of this Agreement, the Project Manager is Karen
Sicner.
4.3.1.3 Project Designer's time at the fixed rate of One Hundred Twenty-Five Dollars
($125.00) per hour. For the purposes of this Agreement, the Project Designers are
Richard Stump and Gregory Washington.
4.3.1.4 Senior Project Engineer's time at a fixed rate of One Hundred Fifteen Dollars
($115.00) per hour. For the purposes of this Agreement, the Senior Project
Engineers are William Farmer, Ralph Salzmann and Jorge Gomez.
4.3.1.5 Project Architect's time at a fixed rate of Ninety. Five Dollars ($95.00) per hour.
For the purposes of this Agreement, the Project Architect is an architect licensed
to practice architecture within the United States, whose identity has yet to be
determined.
4.3.1.6 Technical staff members' time at various fixed rates as follows:
4.3.1.6.1 Senior (non-licensed) Architect or Engineer - $80/hour.
4.3.1.6.2 Engineer In Training - $72/hour
4.3.1.6.3 Intern Architect - $65/hour
4.3.1.6.4 Spec Writer - $110/hour
4.3.1.6.5 Site Inspector - $115/hour
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4.3.1.6.6 Clerical - $58/hour
4.3.1. 7 Employee's time computed at a multiple of two times the employee's Direct
Payroll Expense. Direct Payroll Expense includes cost of salaries and of
mandatory and customary benefits such as statutory employee benefits,
insurance, sick leave, holidays and vacations, but shall not exceed 1.3 times the
base hourly wage of each employee.
4.3.1.8 Reimbursable Expenses incurred while performing Additional Services shall be
computed at a multiple of 1.10 times actual cost. Reimbursable Expenses shall
also include expense of renderings or models for the Owner's use over and above
those provided for in Basic Services, if authorized in advance by the Owner.
Before incurring any Reimbursable Expenses, the Design Consultant must
request and receive written authorization from the Owner.
4.3.1.9 Should the Owner elect to contract with a separate entity to perform Additional
Services, as described under Paragraph 4.3.1, the Design Consultant shall comply
with reasonable requests from Owner, without additional compensation, with
regards to design coordination with the respective separate entity.
4.3.2 Payments for Additional Services of the Design Consultant shall be made
monthly upon presentation of the Design Consultant's statement of services, fully
supported by invoices, time cards, and other documentation as requested by the
Owner.
4.4 ACCOUNTING RECORDS.
4.4.1 Records of the Design Consultant with respect to Additional Services and payroll,
consultant and other expenses (including Reimbursable Expenses) pertaining to
the Project, shall be kept on generally accepted accounting principals and shall be
available to the Owner or its authorized representative for inspection and copying
at mutually convenient times.
4.4.2 At the request of the Owner or its authorized representative the Design
Consultant will supply in a timely manner and certify as accurate, unaltered
copies of all time sheets, invoices, and other documents to substantiate and
document any and all Additional Services and Reimbursable Expenses.
ARTICLE 5
PERIOD OF SERVICE
5.1 Specific dates relating to the period of services are set forth in Exhibit "B."
5.2 Unless earlier terminated as provided in Article 11 hereof, this Agreement shall
remain in force for a period which may reasonably be required for the Basic
Services and Additional Services hereunder. However, the provisions of the
Agreement relating to Professional Responsibility (paragraph 3.2); Dispute
Resolution (Article 12); Professional Liability coverage (Article 9)~ Indemnification
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(Article 10); and Ownership of Documents/Confidential Information (Article 14)
shall remain in effect after termination of the other provisions of the Agreement.
5.3 If the Project is delayed through no fault of the Design Consultant, all specific
dates noted in the Master Schedule that are affected by the delay will be adjusted
by the number of calendar days ofthe delay.
5.4 If the Owner materially revises the Project, a reasonable time extension and/or
credit shall be negotiated between the Design Consultant and the Owner.
5.5 Time is of the essence of this Agreement.
ARTICLE .6
OWNER'S RESPONSIBILITIES
6.1 The Owner shall provide full information regarding the requirements for the
Project.
6.2 The Owner shall examine documents submitted by the Design Consultant and
shall render decisions pertaining thereto promptly, to avoid unreasonable delay in
the progress of the Design Consultant's Services.
6.3 The Owner shall furnish a certified land survey of the site, giving as applicable,
grades and lines of streets, alleys, pavements and adjoining property;
rights.of-way, restrictions, easements, encroachments, zoning, deed restrictions,
boundaries and contours of the site; locations, dimensions and complete data
pertaining to existing buildings, other improvements and trees.
6.4 The Owner shall pay for the services of a soils engineer or other consultant, when
such services are deemed necessary by the Design Consultant or Construction
Program Manager, to provide reports, test borings, test pits, soil bearing values,
percolation tests, air and water pollution tests, ground corrosion and resistivity
tests and other necessary operations for determining subsoil, air and water
conditions, with appropriate professional interpretations thereof.
6.5 The Owner shall pay for structural, mechanical, chemical and other laboratory
tests, inspections and reports as required by law that are not otherwise called for
in this Agreement.
6.6 The Owner shall furnish such legal, accounting, and insurance counseling
services as the Owner may deem necessary for the Project, and such auditing
services as it may require to ascertain how, or for what purposes, the Contractor
has used the moneys paid to it under the Construction Contract.
6.7 All services, information, surveys and reports required of the Owner, shall be
furnished at the Owner's expense and the Design Consultant shall be entitled to
rely upon their accuracy and completeness.
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6.8 The Owner shall furnish information and approvals required of it expeditiously,
for orderly progress of the Work and shall endeavor to adhere as closely as
possible with the time conditions for such Owner activities as set forth in all
approved schedules for the Project.
6.9 The Owner shall secure and pay for and the Design Consultant shall assist in
obtaining all necessary permits, licenses, approvals, easements, assessments, and
charges required for the construction, use or occupancy of permanent structures
or for permanent changes in existing facilities.
ARTICLE 7
ADDITIONAL SERVICES
7.1 Attached hereto and made a part of this Agreement as Exhibit "D" is the list of
services which exceed the Scope of Basic Services under this Agreement. If any of
these Additional Services are authorized in advance by the Owner in writing, the
Design Consultant shall provide or obtain from others the authorized services.
7.2 The Owner will compensate the Design Consultant for authorized Additional
Services performed as herein provided to the extent that they exceed the
obligations of the Design Consultant under this Agreement.
ARTICLE 8
NOTICES
8.1 Any notice required by this Agreement or other communications to either party
by the other shall be in writing and deemed given when delivered personally or
five (5) days after deposit in the United States Post Office, postage prepaid
certified mail, return receipt requested, addressed as follows, or to such other
address as shall be duly given by notice meeting the requirement of this Article.
8.1.1 To Owner: Mr. Fred Russell
Augusta Richmond County Administrator
530 Greene Street,
Room 801
Augusta, GA 30911
8.1.2 To Design Consultant: Mr. Gregory Washington
KSGW Architects
2500 N orthwinds Parkway
Suite 250
Alpharetta, GA 30004
8.1.3 With Copy to Construction Program Manager: .
Mr. Bob Munger
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Heery International, Inc.
501 Greene Street; Suite 313
Augusta, GA 30901
ARTICLE 9
INSURANCE
9.1 The Design Consultant shall purchase and maintain insurance for protection
from claims under worker's or workmen's compensation acts; claims resulting
from negligent acts or omissions for damages because of bodily injury, including
personal injury, sickness, disease or death of any of the Design Consultant's
employees or any other person; claims for damages because of injury to or
destruction of personal property including loss of use resulting therefrom; and
claims arising out of the performance of this Agreement and caused by negligent
acts or omissions for which the Design Consultant is legally liable. Minimum
limits of coverage shall be:
INSURANCE DESCRIPTION
a. Worker's Compensation
b. Commercial General Liability
Bodily Injury: Each Person
Bodily Injury: Each Accident
Property Damage: Each Accident
c. Automobile Liability & Property Damage
Bodily Injury: Each Person
Bodily Injury: Each Accident
Property Damage: Each Accident
d. Professional Liability
a. (Design Consultant):
b. Subconsultants
i. Engineers
ii. Architects
Minimum Required Coverage
Statutory
$1,000,000 per occurrence
$100,000
$200,000
$100,000
$1,000,000 Combined Limit
$100,000
$200,000
$100,000
$2,000,000 per Loss/Claim
$1,000,000 per Loss/Claim
$1,000,000 per Loss/Claim
9.2 Evidence of such insurance shall be furnished to the Owner, and the Owner shall
receive thirty (30) days prior written notice of any cancellation, non-renewal or
reduction of coverage of any of the policies. Upon notice of such cancellation, non-
renewal or reduction, the Design Consultant shall procure substitute insurance so
as to assure the Owner that the minimum limits of coverage are maintained
continuously throughout the period of this Agreement.
9.2.1 The Design Consultant shall deliver to the Owner a certificate of insurance for its
Professional Liability coverage annually, so long as it is required to maintain
such coverage under paragraph 9.4.
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9.3 All insurance policies (with the exception of Professional Liability) required under
this Agreement shall name the Owner as an additional insured for the insurance
and shall contain a waiver of subrogation against the Owner.
9.4 The Design Consultant shall maintain in force during the performance of this
contract and for 2 years after final completion of the Project, the Professional
Liability insurance coverage referenced above.
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ARTICLE 10
INDEMNIFICATION
10.1 Notwithstanding anything to the contrary contained herein, the Design
Consultant shall indemnify and hold harmless the Owner, the Construction
Program Manager and their agents and employees from and against all claims,
damages, losses and expenses, including but not limited to attorney's fees, arising
out of or resulting from (i) the Design Consultant's performance or failure to
perform its obligations under this Agreement and (ii) any claim, damage, loss or
expense attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of personal property including the loss of use resulting therefrom and
caused in whole or in part by any negligent act or omission of the Design
Consultant, anyone directly or indirectly employed by the Design Consultant or
anyone for whose acts the Design Consultant may be liable. Such obligation shall
not be construed to negate, abridge or otherwise reduce any other right or
obligation of indemnity which would otherwise exist as to any party or person
described in this Article.
10.2 Except as otherwise set forth in this Agreement, the Design Consultant and the
Owner shall not be liable to each other for any delays in the performance of their
respective obligations and responsibilities under this Agreement which arise from
causes beyond their control and without their fault or negligence, including but
not limited to, any of the following events or occurrences: fire, flood, earthquake,
epidemic, atmospheric condition of unusual severity, war, state or local
government acting in its sovereign capacity, and strikes. Owner shall not be
liable to the Design Consultant for acts or failures to act by Construction Program
Manager, the Contractor or the Owner's consultants.
ARTICLE 11
TERMINATION OF AGREEMENT
11.1 If (1), the Owner abandons the Project or the Project is stopped for more than six
(6) months due to actions taken by the Owner, or under an order of any court or
other public authority having jurisdiction, or as a result of an act of government,
such as a declaration of a national emergency making materials unavailable
through no act or fault of the Design Consultant or its agents or employees, or (2),
the Owner has failed to substantially perform in accordance with the provisions
of this Agreement due to no fault of the Design Consultant and such
non-performance continues without cure for a period of thirty (30) days after the
Owner receives from the Design Consultant a written notice of such
nonperformance (including a detailed explanation of the actions of the Owner
required for cure), the Design Consultant may, upon fifteen (15) day's additional
written notice to the Owner, terminate this Agreement, without prejudice to any
right or remedy otherwise available to the Owner, and recover from the Owner
payment for all services performed to the date of the notice terminating this
Agreement.
ARCH-LS.PM 1/13/04
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11.2 Upon the appointment of a receiver for the Design Consultant, or if the Design
Consultant makes a general assignment for the benefit of creditors, the Owner
may terminate this Agreement, without prejudice to any right or remedy
otherwise available to the Owner, upon giving three (3) working days written
notice to the Design Consultant. If an order for relief is entered under the
bankruptcy code with respect to the Design Consultant, the Owner may
terminate this Agreement by giving three working days written notice to the
Design Consultant unless the Design Consultant or the trustee: (1), promptly
cures all breaches; (2), provides adequate assurances of future performance; (3),
compensates the Owner for actual pecuniary loss resulting from such breaches;
and (4), assumes the obligations of the Design Consultant within the statutory
time limits.
11.3 If the Design Consultant persistently or repeatedly refuses or fails, except in
cases for which extension of time is provided, to supply sufficient properly skilled
staff or proper materials, or persistently disregards laws, ordinances, rules,
regulations or orders of any public authority jurisdiction, or otherwise
substantially violates or breaches any term or provision of this Agreement, then
the Owner may, without prejudice to any right or remedy otherwise available to
the Owner, and after giving the Design Consultant written notice, terminate this
Agreement.
11.4 Upon termination of this Agreement by the Owner under paragraph 11.2 or 11.3
it shall be entitled to furnish or have furnished the Services to be performed
hereunder by the Design Consultant by whatever method the Owner may deem
expedient. Also, in such cases, the Design Consultant shall not be entitled to
receive any further payment until completion of the Work; and the total
compensation to the Design Consultant under this Agreement shall be the
amount which is equitable under the circumstances. If the Owner and the Design
Consultant are unable to agree on the amount to be paid' under the foregoing
sentence, the Owner shall fix an amount, if any, which it deems appropriate in
consideration of all of the circumstances surrounding such termination, and shall
make payment accordingly.
11.5 The Owner may, upon thirty day's written notice to the Design Consultant
terminate this Agreement, in whole or in part, at any time for the convenience of
the Owner, without prejudice to any right or remedy otherwise available to the
Owner. Upon receipt of such notice, the Design Consultant shall immediately
discontinue all services affected unless such notice directs otherwise. In the
event of a termination for convenience of the Owner, the Design Consultant's sole
and exclusive right and remedy is to be paid for all work performed and to receive
equitable adjustment for all work performed through the date of termination.
The Design Consultant shall not be entitled to be paid any amount as profit for
unperformed services or consideration for the termination of convenience by the
Owner.
11.6 Should the Owner terminate the Design Consultant as provided for under this
Article, the Owner will acquire such drawings, including the ownership and use
of all drawings, specifications, documents and materials relating to the Project
ARCH-LS.PM 1/13/04
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prepared by or in the possession of the Design Consultant. The Design
Consultant will turn over to the Owner in a timely manner and in good unaltered
condition all original drawings, specifications, documents and materials.
11.7 The payment of any sums by the Owner under this Article 11 shall not constitute
a waiver of any claims for damages by the Owner for any breach of the Agreement
by the Design Consultant.
ARTICLE 12
DISPUTE RESOLUTION
12.1 Should mediation of disputes prove unsuccessful, the parties to this Agreement
agree that the matter(s) in question will be decided in the Superior Court of
Richmond County, Georgia. By signing this Agreement, the Design Consultant
waives any right to contest the venue in the Superior Court of Richmond County,
Georgia.
ARTICLE 13
SUCCESSORS/ASSIGNMENT
13.1 This Agreement shall inure to the benefit of and be binding on the heirs,
successors, assigns, trustees and personal representatives of the Owner, as well
as the permitted assigns and trustees of the Design Consultant.
13.2 The Design Consultant shall not assign, sublet or transfer its interest in this
Agreement without the written consent of the other, except that the Design
Consultant may assign accounts receivable to a commercial bank or financial
institution for securing loans, without prior approval of the Owner.
ARTICLE 14
OWNERSHIP OF DOCUMENTS/CONFIDENTIAL INFORMATION
14.1 Drawings and Specifications as instruments of service are and shall remain the
property of the Design Consultant except as provided for under paragraph 11.6
whether the Project for which they are made is built or not. Said documents and
design concept are not to be used by the Design Consultant on other projects.
Then Design Consultant agrees to transmit a digital copy of all plan drawings, in
their native CAD file format, to Owner prior to project closeout. Said electronic
files and documents are not to be used by the Owner on projects at separate
facilities, without a written agreement with the Design Consultant, except as
provided for under paragraph 11.6.
14.2 In order for the Design Consultant to fulfill this Agreement effectively, it may be
necessary or desirable for the Owner to disclose to the Design Consultant
confidential and proprietary information and trade secrets pertaining to the
Owner's past, present and future activities. The Design Consultant hereby
agrees to treat any and all information gained by it as a result of the Services
performed hereunder as strictly confidential. The Design Consultant further
ARCH-LS.PM 1/13/04
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agrees that it will not disclose to anyone outside of the authorized Project team (i)
Owner's trade secrets during the period of this Agreement or thereafter or (ii)
Owner's confidential and proprietary information during the period of this
Agreement and thereafter for a period of 2 years.
ARTICLE 15
ADDITIONAL PROVISIONS
15.1 Whenever renderings, photographs of renderings, photographs of models,
photographs, drawings, announcements, or other illustration or information of
the Project are released for public information, advertisement or publicity,
appropriate and proper credit for architectural and other services shall be given
to the Design Consultant and Construction Program Manager respectively.
15.2 This Agreement and its Exhibits and Attachments represent the entire and
integrated agreement between the Owner and the Design Consultant and
supersedes all prior negotiations, representations or agreements, either written
or oral. This Agreement may be amended only by written instrument signed by
both Owner and Design Consultant.
15.3 Unless otherwise specified, this Agreement shall be governed by the law of the
State of Georgia, U.S.A.
15.4 If anyone or more of the provisions contained in this Agreement, for any reason,
are held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions thereof and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.
15.5 Except where specifically stated otherwise, all periods of time stated in terms of
days shall be considered periods calculated in calendar days.
15.6 The headings or captions within this Agreement shall be deemed set forth in the
manner presented for the purposes of reference only and shall not control or
otherwise affect the information set forth therein or interpretation thereof.
15.7 For the purpose of this Agreement unless the context clearly indicates otherwise,
the singular includes the plural, and the plural includes the singular.
15.8 This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and the counterparts shall constitute one and the
same instrument, which shall be sufficient evidence by anyone thereof.
15.9 The Owner reserves the right to require that design team members utilize web-
based project management software, along with the Owner's project management
team and the general contractor. Should the Owner exercise such a right, the
Owner agrees to pay for the Design Consultant's associated software and/or
licensing fees for not less than four (4) design team members.
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This Agreement executed the day and year first written above.
OWNER
DESIGN CONSULTANT
Augusta, Georgia, a political
KSGW Architects, LLC
Subdivision of the State of Georgia
A<;t;ing by and through the
'"1"1 v\S~ -
Richmond County Commission
!;lB' ,
D~ke . Copenhaver
:t::~::c4iJqk:,w
Clerk
Attest:
Witness
fLo~
f
--
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EXHIBIT A
DESIGN AND CONSTRUCTION BUDGET
DATE: November 2,2006
OWNER: Augusta, Georgia
PROJECT: Expansion of Augusta Richmond County's Webster
Detention Center
1. This budget is based on construction dates as follows:
Construction Contract Award: January, 2008
Substantial Completion: December, 2009
Final Completion: March, 2010
2. Escalation rates shall be determined by the R. S. Means Cost Index for
Augusta (or nearest available city). Based on recent Index history in the area, a
projected rate of escalation of six percent (6%) has been allowed for in the figures below
based on the dates shown in Item l. In the event of delay and/or publication of above
referenced Index Data contrary to projected. rate of escalation, all of the following
figures are automatically adjusted by the foregoing Cost Index.
3. Budget for Construction Contract(s) Award Price (s): CCAP
$ 26,500,000 note 1
4. In-progress Contingency Fund to cover change orders
for unforeseen site conditions, minor design refinements,
and correction of minor errors and omissions in the Contact Documents.
Four percent <..1..%) of item 3 $1,060,000
5. Project Construction Budget
(Line 3 plus Line 4)
$27,560,000
6. Recommended FFE Allowance:
$2,420,250
7. Professional Fees Allowance:
$4,275,000
8. Total Design, Construction, FFE Budget:
Total of Lines 5, 6 and 7)
$34,255.250
9: Owner's Contingency and Non-Design Allowances:
$1,744,750
10: Total Project Budget:
$36,000,000
Note 1: CCAP of $26,500,000 includes cost of new security fencing. If new security fencing is
contracted as an early award package, the CAP budget for the main package shall be reduced by an
identical amount.
ARCH-LS.PM 7/31/92
Al
EXHIBIT B
MASTER SCHEDULE & CRITICAL DATE SCHEDULE
Exhibit B consists of the following, attached documents:
1. WEBSTER DETENTION CENTER EXPANSION - EXHIBIT B MASTER
SCHEDULE, dated August 16, 2006.
2. WEBSTER DETENTION CENTER EXPANSION - EXHIBIT B CRITICAL DATES,
dated August 16, 2006.
ARCH-LS.PM 7/31/92
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EXHIBIT C
SCOPE OF SERVICES
The Basic Services below to be performed by the Design Consultant consist of professional
tasks which have as their objective the design, technical documents and construction
administration to provide the Owner with a complete and properly functioning facility.
The Basic Services shall be performed in accordance with the standard of care set forth in
this Agreement. The facility shall be suitable for the purposes for which it is intended,
comply with all applicable codes and laws, and completed on a timely basis within the
approved construction budget. The services are described under the Project Phases in
which they customarily occur. This order is for convenience only and does not necessarily
reflect the sequence in which a service will actually be performed, or necessarily limit the
Project, or a designated portion of the Project, to one of each Phase. These Phases may be
divided to facilitate the procurement of segregated portions of the Work, pursuant to the
approved Master Schedule (Exhibit B). The Owner reserves the right to designate the
phasing of segregated portions of the Work and to modify the Master Schedule, within the
terms and conditions of this Agreement.
A. PRE-DESIGN PHASE
1. Upon analysis of all available information and prior to initiating any Pre-design
tasks, the Design Consultant shall participate in a Pre-Design Project Launch
Conference on the dates specified in the Master Schedule contained in Exhibit B or
as may subsequently be approved. The Design Consultant shall have in attendance
the individuals who will represent the primary architectural and engineering
disciplines on the project and others as may be requested by the Construction
Program Manager. The Construction Program Manager, in conjunction with the
Design Consultant, shall take and transcribe minutes of the sessions.
2. The Design Consultant shall examine and analyze available information provided
by the Owner and Construction Program Manager and shall advise and recommend
as to additional information necessary to begin programming work on the Project.
3. The Design Consultant shall review, analyze and summarize the Owner's Needs
Assessment. The Needs Assessment shall include historical (from 1997 to present)
and projected inmate populations, broken down by classification, historical and
projected average daily population, historical and average length of stay, and low,
average and peak inmate population for each month in the last statistical year.
4. The Design Consultant shall attend user group meetings as required to develop the
final Needs Assessment, space needs and space standards.
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Cl
5. The Design Consultant shall refine the Needs Assessment, including inmate
projections by classification such as male minimum, medium and maximum security
beds; female minimum, medium and maximum security beds; and special need beds
for mental and medical health.
6. The Design Consultant shall review and assist the Owner III production of
Preliminary and Final Staffing Plans.
7. The Design Consultant shall conduct field investigations of existing detention
facilities, including building systems (where applicable), at both the Webster
Detention Center and the Law Enforcement Center.
8. The Design Consultant shall conduct engineering analysis of mechanical, electrical,
plumbing, civil, fire protection and security systems, including new and existing
systems.
9. The Design Consultant shall produce a Draft Program, including preliminary Space
Program, adjacency diagrams, site and floor plan concept drawings, and narrative
describing the primary building systems, including structural, mechanical,
electrical, plumbing, fire protection, food service and security systems.
Considerations for both Phase One and future (Phase Two) expansion of the
Detention Center shall be included. The Phase Two expansion shall master planned
to accommodate projected facility needs through the Year 2030.
10. The Design Consultant shall produce a preliminary construction phasing plan,
determined by a workshop between the Design Consultant, Owner and Construction
Program Manager, utilizing the Design Consultant's preliminary building and site
concept plans.
11. The Design Consultant shall produce a preliminary site security fencing plan with
specifications, sufficient for solicitation of proposals. Preliminary fencing location
shall be determined by a design workshop between the Design Consultant, Owner
and Construction Program Manager, utilizing the Design Consultant's preliminary
site concept plans and preliminary construction phasing plans.
12. The Design Consultant shall conduct preliminary budget & program reconciliation
analysis, in concert with the Construction Program Manager.
13. The Design Consultant shall produce a final Program & Master Plan for Owner's
review and approval, consistent with the project budget, in keeping with the
completed budget and program reconciliation analysis. The project budget will
pertain only to Phase One work.
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14. Upon Owner's approval of the Program, the Design Consultant shall complete a
Pre- Design Project Analysis, in accordance with the Master Schedule of Exhibit C.
This report to the Owner (hereinafter referred to as the Design Narrative)
represents the Design Consultant's interpretation of the Project requirements,
design parameters and objectives, and results of the Pre- Design Project Analysis.
To the maximum extent possible, the Design Narrative will contain diagrammatic
studies and pertinent text relative to: design concept; Building Program; internal
functions; human, vehicle and material flow patterns; general space allocations;
detailed analysis of operating functions; studies of adjacency, vertical and horizontal
affinities; and outline descriptions of major building components and systems. The
report shall be tailored to the project budget, as established herein.
15. The Design Consultant shall produce final bidding documents for security fencing.
B. SCHEMATIC DESIGN PHASE
1. Upon written authorization from the Owner to proceed and, based on the approved
Design Narrative, the Project Construction Budget, Building Program of
requirements, and the Master Schedule (Exhibits A, and B) the Design Consultant
shall prepare Schematic Design Studies consisting of drawings and other documents
illustrating the design concept, scale and relationship of the Project components for
approval by the Owner.
2. The Design Consultant shall provide the Construction Program Manager
periodically with copies of Schematic Design Studies for the Construction Program
Manager's review during the Schematic Design Phase. At the end of the Schematic
Design Phase the Design Consultant shall provide the' Construction Program
Manager with eight (8) complete, half-size sets of the drawings and other
documents for approval by the Owner.
3. Documents prepared by the Design Consultant for final Schematic Design Phase
submittal shall include drawings and a written report. The drawings shall include,
but not be limited to, a proposed site utilization study of the property of the Project,
schematic plans of all floor plan conditions, and simplified elevations indicating the
fundamentals of the architectural concept. The report shall incorporate the Design
Consultant's Construction Contract(s) Award Price(s) (CCAP) estimate and
breakdown, as well as the Project Schedule. The Design Consultant shall prepare
such estimates as it deems necessary to assure itself that the project cost is within
the CCAP. Further, the report shall include such discussion of design factors, if
any, as are pertinent in the opinion of the Design Consultant and outline
descriptions of proposed engineered systems, construction methods, materials and
work to be included in the construction contracts.
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4. To be considered acceptable for final Schematic Design Phase submittal, the
documents shall contain, as a minimum:
a. Architectural
Single-line drawings showing complete building layout, identifying the
various major areas, core areas and their relationships.
Preliminary exterior wall cross section and elevation indicating location
and size of fenestration, and indicating overall thermal transfer value for
exterior wall envelope.
Identification of roof system, deck, membrane flashing and drainage
technique and indicating overall combined heat transfer coefficient for
roof/ceiling composite and roof area.
Identification of all proposed finishes (includes all exterior surfaces, doors
and windows).
Site plan with building located and overall grading plan with a minimum
of 2'- 0" contour lines. All major site development such as access road
paving, walls and outside support buildings, structured parking facilities,
and paved parking lots should be shown.
Gross and net area calculations separated to show conformance with the
Building Program.
b. Structural
Structural systems layout with overall dimensions and floor elevations.
Identification of structural system (precast, structural steel with
composite deck, structural steel with bar joists, etc.).
Identification of foundation requirements (fill requirements, piles,
caissons, spread, footings, etc.).
c. Mechanical
Block heating, ventilating and cooling loads calculations including skin
versus internal loading.
Minimum of two HV AC systems that appear compatible with loading
conditions for subsequent life-cycle costing.
Single-line drawings of all mechanical equipment spaces, duct chases and
pipe chases.
Location of all major equipment in allocated spaces.
d. Electrical
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Lighting fixtures outlined in plan and roughly scheduled showing types
and quantities of fixtures to be used.
Major electrical equipment roughly scheduled indicating size and capacity.
Complete preliminary one-line electrical distribution diagrams with
indications of final location of service entry, switchboards, motor control
centers, panels, transformers and emergency generator, if required.
Legend showing all symbols used on drawings.
e. Food Service
Preliminary food service equipment plans, drawn to scale, indicating all
major new equipment
List of all new equipment planned, including manufacturer's product data,
showing required utility connections, physical dimensions, and functional
characteristics.
f. Security Systems
Narrative description of all proposed security systems, including outline
specifications
5. The Owner, Construction Program Manager and Commissioning Agent will review
the Schematic Design Submittal. Written review comments will be provided to the
Design Consultant, by the Construction Program Manager, upon completion of the
review. The Design Consultant will provide written response to all comments,
indicating dispensation, within two weeks of receipt of said comments.
6. Upon Owner acceptance and approval of the Schematic Design, the floor elevations
and exterior wall locations (building "footprint") may not be changed except by
written authorization from Owner.
C. DESIGN DEVELOPMENT PHASE
1. The Design Consultant shall prepare from the approved Schematic Design Studies,
for further approval by the Owner, the Design Development Documents consisting
of drawings and other documents to fix and describe the size and character of the
entire Project as to structural, mechanical and electrical systems, materials and
such other essentials as may be appropriate.
2. Design Development Documents prepared by the Design Consultant shall include
drawings and a written report in more detail than the Schematic Design Documents
and shall take into account the Owner's comments on the previous submittal.
Drawings shall include dimensioned site development plan, floors plans, elevations,
and one or more typical sections indicating proposed construction. Drawings shall
also include information on major finishes as well as diagrammatic drawings
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illustrating fundamentals of major engineered systems, i.e., structural, mechanical
and electrical.
3. The Design Consultant shall provide the Construction Program Manager with two
copies of in-progress Design Development Documents during the Design
Development Phase, at the mid-point of the phase. At the end of the Design
Development Phase the Design Consultant shall provide the Construction Program
Manager with eight (8) complete sets of half-size drawings and other documents for
approval by the Owner. The documents for this final Design Development Phase
submittal shall consist of, as a minimum:
a. Architectural
Floor plans with final room locations including all openings.
Wall sections showing final dimensional relationships, materials and
component relationships.
Identification of all fixed and loose equipment to be installed in contract.
Finish schedule identifying all finishes.
Well-developed door schedule showing final quantity plus type and quality
levels.
Virtually complete site plan including grading and drainage.
Preliminary development of details and large scale blow-ups.
Legend showing all symbols used on drawings.
Outline specifications.
Reflective ceiling development including ceiling grid and all devices that
penetrate ceiling (i.e., light fixtures, sprinkler heads, ceiling register or
diffusers, etc.).
b. Structural
Plan drawings with all major structural members located and sized.
Footing, beam, column and connection schedules.
Final building elevations.
Outline specifications.
Foundation drawings.
c. Mechanical
Heating and cooling load calculations for each space and major duct or
pipe runs sized to interface structural.
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Major mechanical equipment scheduled indicating size and capacity.
Duct work and piping substantially located and sized.
Devices in ceiling located.
Legend showing all symbols used on drawings.
Outline specifications.
d. Electrical
All power consuming equipment and load characteristics.
Total electric load.
Major electrical equipment (switchgear, distribution panels, emergency
generator, transfer switches, UPS system, etc.) dimensioned and drawn to
scale into the space allocated.
Complete preliminary site lighting design.
Outline specifications.
Lighting, power, telecommunications and office automation devices and
receptacles shown in plan.
Light fixture schedule with all major fixtures identified.
Interior electrical loads estimate for systems furniture, receptacles,
lighting, food service equipment, and any other special use areas, etc.
e. Food Service
Food service equipment plans, drawn to scale, indicating final locations of
all new equipment.
Final list of all new equipment planned, including manufacturer's product
data, showing required utility connections, physical dimensions, and
functional characteristics.
Outline specifications of all food service equipment.
f. Security Systems
Preliminary Security Systems Floor Plans
Outline specifications
4. The Owner, Construction Program Manager and Commissioning Agent will review
the Design Development Submittal. Written review comments will be provided to
the Design Consultant, by the Construction Program Manager, upon completion of
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the review. The Design Consultant will provide written response to all comments,
indicating dispensation, within two weeks of receipt of said comments.
D. CONSTRUCTION DOCUMENTS PHASE
1. Upon written authorization from the Owner to proceed, the Design Consultant shall
prepare from the approved Design Development Documents, Working Drawings and
Specifications setting forth in detail the requirements for the construction of the
entire Project. The Owner will provide the Conditions of the Contract (General and
any Supplementary), Advertisement for Bids, Instructions to Bidders, time control
specification provisions, and Construction Proposal Forms and Agreement(s) which
the Design Consultant shall incorporate into the Construction Documents.
2. Construction Documents shall be packaged as prescribed in the Master Schedule
and completed in accordance with the Schedule.
3. Detailed drawings shall cover all work included in the Project or designated portion
thereof.
4. Specifications shall be prepared using the Construction Specifications Institute 16
division format.
5. The Design Consultant shall provide the Construction Program Manager with two
half-size (2) copies of in-progress Construction Documents during this phase, at the
50% CD completion stage. Additionally, and in accordance with the Master
Schedule, the Design Consultant shall submit for approval by the Owner four (4)
sets of preliminary Construction Documents at the stage of 90% completeness. The
90% stage shall include complete technical specifications from all disciplines.
6. Mter review and approval of the 90% Construction Documents by the Owner, the
Design Consultant shall continue with preparation of final Construction Documents
and Bid Documents, including assimilation of complete Project Manual with final
Technical Specifications and Owner's front end documents, for all authorized work
on the Project and shall incorporate in those final documents the comments and any
modifications and changes desired by the Owner and any modifications required for
compliance with all applicable codes, regulations, standards, the approved program,
and prior written approvals and instructions of the Owner. The resulting final
Construction Document submittal is to be a complete, fully coordinated, integrated
package, suitable for bidding distribution, without any significant addenda or
further clarification required. Submit one complete, final set of proposed Bid
Documents to the Owner, along with written responses to 90% Review Comments,
for final review.
7. The Design Consultant shall participate in such reviews and meetings as are
necessary to ensure that the project design confirms to all applicable codes and
requirements of responsible agencies, and will make any changes to the
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Construction Documents which are required for issuance of all permits and legal
authorizations needed to construct the Project.
8. The Design Consultant shall make any changes to the Construction Documents
which are deemed necessary to result in a Contract Award Price which will fall
within the CCAP budget established in Exhibit A.
E. CONSTRUCTION BID/AWARD PHASE
1. After receiving written authorization from the Owner, the Design Consultant shall
proceed with the Construction Bid/Award Phase.
2. The Design Consultant shall prepare such clarifications and addenda to the bidding
documents as may be required. The Design Consultant will provide these to the
Owner.
3. The Construction Program Manager will schedule and conduct Pre bid Conferences
with prospective bidders to review the Project requirements. The Design
Consultant shall provide knowledgeable representatives, including representatives
of its consultants, to participate in these conferences to explain and clarify Bidding
Documents. Within two days after the Pre bid Conference the Design Consultant
shall deliver to the Owner, if needed, a final Addendum.
4. The Design Consultant shall assist the Construction Program Manager and the
Owner in obtaining or evaluating bids or negotiating proposals and preparing
recommendations for the Owner concerning the contract award.
5. Should first bidding or negotiation produce prices in excess of the approved CCAP,
the Design Consultant shall participate with the Construction Program Manager in
such rebidding, renegotiation, and redesign, at no additional expense to the Owner,
as may be necessary to obtain price(s) within the approved CCAP or price(s)
acceptable to the Owner. The Owner will assist in redesign decisions. All redesign
must be approved by the Owner.
6. Should the Design Consultant redesign or, conduct rebidding under its
responsibilities set out in the preceding paragraph, its Construction Phase and Post
Construction Phase services shall be extended to take redesign/rebid delays into
account at no additional expense to the Owner.
7. The Design Consultant shall assist the Construction Program Manager in the
preparation of the Agreement(s) Between Owner and Contractor(s) for the Owner's
execution. The Construction Program Manager will coordinate award(s) and
Notice(s) to Proceed for the Owner.
F. CONSTRUCTION PHASE
1. The Construction Phase for each portion of the Project will commence with the
award of the Construction Contract and will terminate when the Substantial
Completion payment is made by the Owner.
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2. The Design Consultant shall consult with the Construction Program Manager and
the Owner and participate in all decisions as to the acceptability of subcontractors
and other persons and organizations proposed by the Contractor for various portions
of the work.
3. The Design Consultant shall review and approve shop drawings, samples, and other
submissions of Contractor(s) as well as the Work performed by the Contractor(s) for
conformance with the design concept of the Project and for compliance with the
Contract Documents. The review and return of submittals shall be accomplished by
the Design Consultant within fourteen (14) calendar days from date of receipt
except when otherwise authorized by the Construction Program Manager.
4. The Construction Program Manager will establish with the Design Consultant
procedures to be followed for review and processing of all shop drawings, catalog
submissions, Project reports, test reports, maintenance manuals, and other
necessary documentation, as well as requests for changes and applications for
extensions of time.
5. The Design Consultant shall, when requested by the Construction Program
Manager, prepare Change Order documentation.
6. The Design Consultant shall render to the Construction Program Manager, within
two (2) working days unless otherwise authorized by the CPM, requested
interpretations of requirements of the Contract Documents. The Design Consultant
shall make all interpretations consistent with the intent of and reasonably inferable
from the Contract Documents. The Design Consultant's decision in matters relating
to artistic effect shall be final if consistent with the intent of the Contract
Documents.
7. Should errors, omissions or conflicts in the drawings, specifications or other
Contract Documents by the Design Consultant be discovered, the Design Consultant
will prepare and submit to the Construction Program Manager, within two (2)
working days unless otherwise authorized by the CPM, such amendments or
supplementary documents and provide consultation as may be required, for which
the Design Consultant shall make no additional charges to the Owner.
8. The Construction Program Manager, as the exclusive representative of the Owner
throughout this Contract, shall be the single point of contact with any and all
Contractors, except when the Construction Program Manager or the Owner shall
direct the Design Consultant otherwise. All instructions to the Contractor(s) shall
be issued by and through the Construction Program Manager except when the
Design Consultant is directed otherwise by the Construction Program Manager.
9. The Design Consultant will have access to the Work at all times. All site visits,
observations and other activities by the Design Consultant shall be coordinated
through the Construction Program Manager.
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10. The Design Consultant and its consultants (including, but not limited to, the
structural, mechanical and electrical disciplines) shall make such periodic visits to
the Project site as may be necessary to familiarize themselves generally with the
progress and quality of the Work and to determine in general if the Work is
proceeding in accordance with the Contract Documents. On the basis of such
on-site observations, the Design Consultant and its consultants shall take the
appropriate steps to guard the Owner against defects and deficiencies in the Work
of the Contractor. If the Design Consultant observes any work that does not
conform to the Contract Documents, the Design Consultant shall immediately make
an oral and written report of all such observations to the Construction Program
Manager. The Design Consultant and its consultants shall not be required to make
exhaustive or full-time on-site observations to check the quality or quantity of the
Work, but shall make as many observations as may be reasonably required to fulfill
their obligations to the Owner. The Design Consultant shall not be responsible for
construction means, methods, techniques, sequences or procedures, or safety
precautions and programs in connection with the Work, and shall not be responsible
for the Contractor's failure to carry out the Work in accordance with the Contract
Documents.
11. Periodic visits of the Design Consultant shall be not less than once weekly, timed to
coincide with the weekly construction progress meeting with the Contractor. Each
engineering discipline shall make periodic visits not less than once every two weeks,
during the course of work applicable to its discipline. During critical work phases,
each engineering discipline may be required to make periodic visits weekly, timed to
coincide with the weekly construction progress meeting. The engineering
disciplines shall prepare and submit a report on each visit, submitted via the
Design Consultant to the Construction Program Manager within 3 working days of
the visit.
12. The Design Consultant shall render written field reports relating to the periodic
visits and observations of the Project required by paragraph 11 within three (3)
working days to the Construction Program Manager in the form required by the
Construction Program Manager.
13. Based upon observations at the site and upon the Contractor's applications for
payment, the Construction Program Manager and Design Consultant shall
determine the amount owing to the Contractor(s), pursuant to the terms of the
Owner/Contractor Agreement, and shall issue Certificates for Payment to the
Owner in such amounts. The Construction Program Manager shall consult with the
Design Consultant in the determination of the amount due the Contractor and the
Design Consultant shall sign the Certificate of Payment prior to the time it is
transmitted to the Owner by the Construction Program Manager.
The Design Consultant's signing of a Certificate of Payment shall constitute a
representation by the Design Consultant to the Owner, based upon the Design
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Consultant's observations at the site and the data comprising the Application for
Payment that the Work has progressed to the point indicated, that to the best of the
Design Consultant's knowledge, information and belief, the quality of the Work
appears to be in accordance with the Contract Documents (subject to: an evaluation
of the Work for conformance with the Contract Documents upon Substantial
Completion; the results of any subsequent tests required by the Contract
Documents; minor deviations from the Contract Documents correctable prior to
completion; and to any specific qualifications stated in the Certificate for Payment),
and that the Contractor is entitled to payment in the amount certified. However, if
it should later be found that the Contractor has failed to comply with its contract
with the Owner in any way or detail, such failures and subsequent compliance shall
be the sole responsibility of said Contractor. By signing a Certificate for Payment to
the Owner, the Design Consultant shall not be deemed to represent that it has
made any examination to ascertain how and for what purpose the Contractor has
used the monies paid on account of the Construction Contract Sum.
14. If, in accordance with its duty, the Design Consultant advises the Construction
Program Manager of non-conforming work as stated in paragraph 10, the Design
Consultant shall confirm the non-conformance in writing to the Construction
Program Manager within two (2) days of observation.
15. The Construction Program Manager shall have authority to condemn or reject Work
on behalf of the Owner when in the Construction Program Manager's or the Design
Consultant's opinion the Work does not conform to the Contract Documents.
Whenever in the Construction Program Manager's or the Design Consultant's
reasonable opinion it is considered necessary or advisable to insure the proper
implementation of the intent of the Contract Documents, the Construction Program
Manager shall have the authority to require special inspection or testing of any
Work in accordance with the provisions of the Contract Documents whether or not
such Work is fabricated, installed or completed.
16. The Design Consultant shall assist in obtaining governing agency occupancy
approval if any exceptions arise related to the design or specified materials.
17. When the Owner and the Construction Program Manager agree that the Work or
portions of the Work are substantially complete, the Design Consultant and its
consultants shall inspect the Work or portions of the Work and prepare and submit
to the Construction Program Manager punchlists of the Work of the Contractor(s)
which is not in conformance with the Contract Documents. The Construction
Program Manager shall transmit such punchlists to the Contractor(s). The Owner
may request that the Design Consultant inspect and prepare a punchlist on any
portion of the Work.
18. The Design Consultant or its consultants shall perform a reasonable amount of
services in connection with unforeseen conditions, the limit of which is defined in
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Exhibit E "Additional Services." These services shall be provided by licensed
Architects and Engineers of pertinent qualifications or by other qualified technical
personnel acceptable to the Owner. Unforeseen conditions include underground
conditions, such as rock or remaining subsurface structures, which have not been
identified or noted by surveys or geotechnical reports.
G. POST CONSTRUCTION PHASE
1. The Post Construction Phase will commence upon the issuance of the Substantial
Completion Certificate and shall be completed upon the expiration of the
guarantee/warranty period.
2. The Design Consultant shall prepare a set of reproducible record prints of drawings
showing significant changes in the Work made during the construction process,
based on neatly and clearly marked-up contract drawings, prints, and other data
furnished by the Contractor(s) and the applicable Addenda, Clarifications, and
Change Orders which occurred during the Project.
3. The Design Consultant shall provide the owner with a set of electronic CAD files
(Autocad 2000 or later version) of the completed Project, consisting of all
construction drawings. If such CAD files are kept up to date with Construction
Phase changes, their submittal will be considered as fulfillment of requirements
stated in G.2 above.
4. The Design Consultant and/or its consultants shall observe and review test data of
the original operation of any equipment or system such as initial start-up testing,
adjusting and balancing to make sure that all equipment and systems are properly
installed and functioning in accordance with the design and specifications.
5. The Design Consultant shall review the Contractor furnished maintenance and
operating instructions, schedules, guarantees, bonds, and certificates of inspection
as required by the Construction Documents and forward all approved copies to the
Construction Program Manager for use by the Owner. In addition, the Design
Consultant shall conduct such observations as necessary to ensure all material and
equipment warranties are in compliance with applicable specifications.
6. The Design Consultant and its consultants shall conduct up to two (2)
comprehensive Final Completion inspections per construction contract at the
request of the Owner. If more than two (2) Final Completion inspections are
required, through no fault of the Design Consultant, the additional inspections shall
be deemed additional services.
7. Upon correction of the deficiency reports (punchlists), and acceptance of all other
close-out submittals and certificates of the Contractor, the Construction Program
Manager and the Design Consultant shall approve the Application for Final
Payment and forward it to the Owner for execution.
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8. The Design Consultant and its consultants shall conduct an inspection of the Project
ten (10) working days prior to warranty expiration and provide to the Owner a
written report specifying any warranty deficiencies which may exist. This effort
does not require an exhaustive punchlist, and is expected to consist of half-day
inspections by Architect of Record, and Mechanical, Plumbing and Electrical
Engineers of Record, along with interviews the facility User and the building's
Maintenance supervisor. A written report of findings shall be submitted to the
Owner no later than five (5) working days prior to warranty expiration.
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EXHIBIT D
ADDITIONAL SERVICES
If any of the following Additional Services are authorized in advance by the Owner in
writing, the Design Consultant shall furnish or obtain from others the authorized services.
The Design Consultant shall be paid for these additional services by the Owner as herein
provided to the extent they exceed the obligations of the Design Consultant under this
Agreement.
1. Design plans, details and specifications for interior furnishings, fixtures and
equipment (FF&E), other than pre-manufactured corrections furnishing and
equipment in housing pods, including assistance with procurement and installation.
2. Fully detailed presentation models or presentation renderings.
3. Providing planning surveys or alternative site evaluations.
4. Making major revisions in Drawings, Specifications or other documents when such
revisions are inconsistent with written approvals or instructions previously given by
the Owner or are due to causes beyond the control and without the fault and
negligence of the Design Consultant or its consultants or agents.
5. Preparing supporting data and other services in connection with an Owner-initiated
change order if the Basic Compensation is not commensurate with the services
required of the Design Consultant.
6. Providing operating and maintenance manuals, training personnel for operation
and maintenance, and consultation during operations other than initial start-up.
7. Providing soils sampling, classification and analysis; however, analysis of existing
soils information and soils analysis during the Design Phase and recommendations
needed during the Construction Phase of the Project are not considered additional
serVIces.
8. Preparing to serve or serving as an expert witness for the Owner in connection with
any public hearing, arbitration proceeding or legal proceeding; however, preparing
to serve or serving as a fact witness for the Owner or rendering testimony necessary
to secure governmental approval of zoning or land use clearances for the Project
shall not constitute an additional service.
9. Providing services of graphics design (other than functional signage).
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10. Providing professional services made necessary by the default of a Contractor or by
major defects in the Wotk of the Contractor in the performance of the Construction
I
Contract. I
11. Providing surveying ser~ices such as platting; mapping; subdivision agreements or
recording subdivision plJts.
Providing additional or ~xtended services during construction made necessary by (a)
defective work of the Cohtractor; (b) prolongation of the Construction Contract time
by more than 90 days, ptovided the prolongation is not due to the fault or negligence
of the Design Consultant, its employees, consultants or agents and (c) default under
the Construction Contrabt due to delinquency or insolvency.
Providing extensive as~istance in the initial start-up and test operations of
equipment or systems which is beyond the scope of that normally required to insure
proper operation in accordance with the design and specifications.
I
Providing more than lone (1) complete Substantial Completion (punch-list)
inspection attended by all disciplines and more than two (2) follow' up inspections to
I
determine Final Completion, per Construction Contract. '
Providing additional ser~ices and costs necessitated by out-of-town travel required
by the Design Consultant and approved by the Owner other than visits to the
Project and other than fJr travel required to accomplish the Basic Services.
Providing any other sekvices not otherwise included in this Agreement or not
customarily furnished iri accordance with generally accepted architectural practices
consistent with the terms of this Agreement.
Providing services by Ithe Design Consultant or its consultants, during the
Construction Phase, in connection with unforeseen conditions, over and beyond an
agreed-to Basic Service I limit for such services, equal to twenty (20) man-hours.
These services shall be provided by licensed Architects and Engineers of pertinent
qualifications or by other qualified technical personnel acceptable to the Owner.
, I
12.
13.
14.
15.
16.
17.
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