HomeMy WebLinkAboutresolution.council.087-94
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RESOLUTION NO.83-
Series of 1994
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN GIBSON-RENO
ARCHITECTS, INC. AND THE CITY OF ASPEN, COLORADO, AND AUTHORIZING TJm
CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF
ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a professional services
agreement between Gibson-Reno Architects, Inc. and the City of Aspen, a true and accurate copy
of which is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN,
COLORADO:
That the City Council of the City of Aspen hereby approves that agreement betWeen
Gibson-Reno Architects, Inc. and the City of Aspen, a copy of which is annexed hereto find
incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute
said agreement on behalf of the City of Aspen.
INTRODUCEf;, READ AND ADOPTED by the City Council of the City of Aspen on
the.,;J[ day of /' I~ /, 1993.
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John S. Bennett, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is
a true and accurate copy of that resolution adopted by the City Council of the City of Aspen,
Colorado, at a meeting held on thel day hereinabove stated.
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K n S. Koch, CIty Clerk
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AGRFFMFNT FOR PROFFSSIONAI. SFRVTrRS
This Agreement made and entered on the date hereinafter stated, between the CITY OF ASPEN, Color#o,
("City") and Gibson - Reno Architects ("Professional") for all services outlined herein for the DOOLITTLE DRIVE
HOUSING PROJECT. .
For and in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Scope of Work.. Professional shall perform in a competent and professional manner the Scope of Work
as set forth in Exhibit "A" and Standard Terms and Conditions for Professional Architectural Services Contracts attached
hereto, and by this reference incorporated herein.
2. rnmplf':tion. Professional shall commence work immediately "l,lpon receipt of a written Notice to
Proceed from the City and complete all phases of the Scope of Work as expeditiously as is consistent with professional
skill and care and the orderly progress of the Work in a timely manner. Upon request of the City, Professional shaII
submit, for the City's approval, a schedule for the performance of Professional's services which shall be adjusted as
required as the project proceeds, and which shall include allowances for periods of time required by .the City's project
engineer for review and approval of submissions and for approvals of authoritites having jurisdiction overthe project.
This schedule, when approved by the City, shall not, except for reasonable cause, be exceeded by the Professional.
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3. PoymenL In consideration of the work performed, City shall pay Professional a total amount not to
exceed One Hundred Fifty Three Thousand Dollars, ($153,000.00), in the event that all Phases are performe\! as
requested by the City. Professional shall submit, in timely fashion, invoices for work performed. The City shall re~iew
such invoices and, if they are considered incorrect or untimely, the City shall review the matter with Professional within
ten days from receipt of the Professional's billing, the City understanding of the disposition of the issue. Professional's.
invoice shall be for the period ending the 25th day of each month. The invoice should be received by the City's project
director no later than the 1st of each month. The City shall have the option of asking the Professional to perform, any
number of phases of the project. Payment shall bo based upon the Fee Proposal, for phases performed. The City Will
notify the Proressional of phases it wishes.to have performed via formal written Notices to Proceed. Fees shall not exceed
the following amounts for each given phase:
Plarnting Phase
Schematic Design Phase
Design Development Phase
Construction Document Phase
Bidding and Negotiation Phase
Construction Phase
$25,000.00
$14,000.00
$26,500.00
$53,000.00
$5;500.00
$32,000.00
4. Nnn_A!\!':;.e:n~hit;fy".. Both parties recognize that this contract is one for personal services and cannot be
transferred, assigned, or sublet by either party without prior written consent of the other. Sub-Contracting, if authorized,
shall not relieve the Professional of any of the responsibilities or obligations under this agreement. Professional shall be
and remain solely responsible to the City for the acts, errors, omissions or neglect of any subcontractors office~s. agents
and employees, each of whom shall, for this purpose be deemed to be an agent or employee of the Professional to the
extent of the subcontract. The City shall not be obligasted to payor be liable for payment of any sums due which ,may
be due to any sub-contractor.
5. Tf':rmimHion. TIle Professional or the City may terminate this Agreement, without specifying the reason
therefor, by giving notice, in writing, addressed to the other party, specifying the effective date of the termination. No
fees shall be earned after the effective date of the termination. Upon any termination, all finished or unfinished documents,
data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the Professional ,shall
become the property of the City. Notwithstanding the above, Professional shall not be relieved of any liability to theiCity
for damages sustained by the City by virtue of any breach of this Agreement by the Professional, and the City,may
withhold any payments to the Professional for the purposes of set-off until such time as the exact amount of damages due
the City from the Professional may be determined.
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6. r()v~mmt Ag~im:t C:ontingp.nt 'Rp.p.~. The Professional warrants that slhe, has not been employed or
retained any company or person, other than a bona fide employee working for the Professional, to solicit or secure t\iis
contract, that s/he has not paid or agreed to pay any company or person, other than a. bona fide employee, any fep,
commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or
maldng of this contract. For a breach or "iolation of this contract without liability. or in its discretion to deduct from the
contract price Of 'consideration, or otherwise recover, the ful,l amount of such fee, commission, percentage, brokerage
fee, gift or contingent fee.
7. Tnclp.rncll'mt r.()ntT~r:tnr ~~hl~ It is expressly aclmowledged and understood by the parties that nothiJ;lg
contained in this agreement shall result in, or be construed as establishing an employment relationship. Professional shall
be, and shall'perform as, an independent Contractor who agrees to use his or her best efforts to provide the said services
on bebalf of the City. No agent, employee, or servant of Professional shall be, or shall be deemed to be, the employee,
agent or servant of the City. City is interested only in the results obtalned under this contract. The manner and means .
of conducting the work are under the sole control of Professional. None of the benefits provided by City to its employees
including, but not limited to, workers' compensation insurance and unemployment insurance, are available from City:to
the employees, agents or servants of Professional. Professional.shallbe solely andentirely responsible for its acts "lid
for the acts of Professional's age!1ts, employees, servants and subcontractors during the performance of this contract.
Professional shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for
payment of a1l federal, state and local taxes or contributions imposed 9< required under unemployment insurance, soc~al
security and income tax law, with respect to Professional and/or Pr~)'fessional's employees engaged in the performance
of the services agreed to herein.
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8. Tn<iemnifir~rion. Professional agrees to indenmify and hold harmiess the City, its officers, employees,
insurers, and self-insurance pool. from and against all liability, claims, and demands, on account of injury, loss, 'or
damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property
loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with t\1is
contract, if such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part
by, the act, omission, error, professional error, mistake, negligence, or other fault of the Professional, -any subcontractor
of the Professional, or any officer, employee, representative, or agent of the Professional or of any subcontractor of the
Professional, or which arises out of any workmen's compensation claim of any emPloyee of the.Professional or of ally
employee of any subcontractor of the Professional. The Professi9nil agrees to investigate, handle, respond to, and to
provide defense for and defend against, any such liability, claims. or demands at the sole expense of the Professional" or'
at the option of the City, agrees to pay the City or reimburse the. City for the defense costs incurred by the City in
connection with, any such liability, claims, or demands. The Professional also agrees to bear all other costs and expen,\es
related thereto, including court costs and attorney fees, whether or nopmy such liability, claims, or demands alleged are
groundless, false, or fraudulent. If it is determined by the final judgment of a court of competent jurisdiction that such
injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or: its
employees, the City shall reimburse the Professional for the poction of the judgment attributable to such act, omission,
or other fault of the City, its officers, or employees.
9. Prof~""10mll '0;: Tmllnmr.e:. (a) Professional agrees to procure and maintain, at its own expense, a policy
or policies-of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by 'the
Professional pursuant to Section 8 above. Such insurance shall be in addition to any other insurance requirements imposed
by this contract or by law. The Professional shall not be relieved of any liability, claims, demands, or other obligatipns
assumed pursuant to Section 6 above by reason of its failure to procure or maintain insurance, or by reason of its failure
to procure or maintain insurance in sufficient amounts, duration, or types.
(b) Professional shall procure and maintain, and shall cause any subcontractor of the Professional to proqure
and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with
forms and insurance acceptable to the City. All coverages shall be con9in.uously maintained to cover all liability, claims,
demands, and other obligations assumed by the Professional pursuant to Section 8 above. In the case of any claims-made
policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous
coverage.
(i) Workmen's Compensation insurance to cover obligations imposed by applicable laws for iany
employee engaged in the performance of work under this contract, and Employers' Liability insurance with miniritum
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limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED THOUSAND
DOLLARS ($500,000.00) disease - policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease -
each employee. Evidence of qualified self-insured status may be substituted for the Workmen's Compensation
requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single limits of ONE
MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000,00)
aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage I for
bodily injury, broad form property damage (including completed operations), personal injury (including coverage
for contractual and employee acts), blanket contractual, independent contractors, products, and completed
operations. The policy shall contain a severability of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily
injury and properly damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and
ONE MILLION DOLLARS ($1,000,000.00) aggregate with respect to each Professional's owned, hired Md
non-owned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a
severability of interests provision. If the Proressionalhas no owned automobiles, the requirements of this Secrion
shall be met by each employee of the Professional prov.iding services to the City Under this contract.
(iv) . Professlonol Liability insurance with the minimum lintits of FIVE HUNDRED THOUSAND
DOLLARS ($500,000) each claim and FIVE HUNDRED THOUSAND DOLLARS ($500,000) aggregate.
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(c) The policy or policies required above shall be endorsed to include the City and the City's officers 'and
employees as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by
dle City, its officers or employees, or carried by or provided through any insurance pool of the City, shall be exces"and
not contributory insurance to that provided by Professional. No additional insured endorsement to the policy required
above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Profes-
sional shall be solely responsible for any deductible losses under any policy required above.
(d) The certificate of insurance provided by the City shall be completed by the Professional's insurance agent
as evidence that policies providing the required coverages, conditions, and minimum lintits are in full force and effect,
and Sball be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall
be used. The certificate shall identify this contract and shall provide :that the cov.erages afforded under the policies shall
not be cancelled, terminated or materially changed until at least thirty (30) days. prior written notice has been given to the
City.
(e) Failure on the part of the Professional to procure or maintain policies providing the required coverages,
conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate
this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and
may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Professional
to City upon demand, or City may offset the cost of the premiums against moriies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any policy and any endorsement dlereto.
(g) The parties hereto understand and agree that City is relying on, and does not waive or intend to wai~e by
any provision of dus contract, the monetary limitations (presently $150,000.00 per person and $600,000 per occurrence)
or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101
et seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees.
10. I rity'~ Tmmnmr.e. The parties hJ.;reto understand that the City is a member of the Colorado Intergovern-
mental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies o'f the
CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Professional for
inspection during normal business hours. City makes no representations whatsoever with respect to specific cove~ages
offered by ClRSA. City shall provide Professional reasonable notice of any' changes in its membership or particip,ation
in CIRSA.
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11. Complf'tf';nf'~F:. of AE;Tf"p.mf';nt. It is expressly agreed:that this agreement contains the entire undertaking
of the parties relevant to the subject matter thereof and theJ;"e: are~no verbal or written representations. agreemeq.ts,
warranties or promises pertaining to the project matter thereof riot expressly incorporated in this writing.
12. Notice. Any written notices as called for herein may'behand delivered to the respective persons and/or
addresses listed below or mailed hy certified mail return receipt requested, to:
City:
Amy Margerum, City Manager
City of Aspen
130' South Galena Street
Aspen, Colorado 816!1
Professional:
David c;ihson, Principal
Gibson - Reno Architects, Inc.
210 E. Hyman Ave., No. 202
Aspen, Colorado 81611
13. Non_ni~r.rimln::ltinn. pf";n::llty. No discrimination because of race, color, creed, sex, marital status,
affectional or sexl.lal orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in
the employment of persons to perform services under this contra~t "Professional agrees to meet all of the requirements
of City's municipal code, Section 13-98, pertaining to non-discrimil:'i'tion in employment.
14. lIiaiYer. The waiver by the City of any term, covenant, or condition hereof shall not operate as a wai:;er
of any subsequent breach of the same or any other term. No term, coyernwt, pr condition of this Agreement can be waiyed
except by the written consent of the City, and forebearance or indulg~nce by the City in any regard whatsoever shall not
constitute a waiver of any term, covenant, or condition to be performed by Professionai to which the same may apply and,
until complete performance by Professional of said term, covenant. or condition, the City shall be entitled to invoke any
remedy avaIlable to it under this Agreement or by law despite ally such forbearance or indulgence.
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15. RX"f'r:lltinn of Agre:e:me:nt hy rity. This agreement shall be binding upon all parties hereto and their
respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained
herein, this agreement shall not be binding upon the City unless duly executed by the Mayor of the City of Aspen (or a
duly authorized official in his absence) following a Motion or Resolution of the Council of the City of Aspen authorizing
the Mayor (or a duly authorized official in his absence) to execute the same.
16. ne:ne:r::ll Te:rmR.
(a) It is agreed that neither this agreement nor any of its terms, provisions, condiMns,
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representations or covenants can be modified, changed, terminate~ or amended, waived, superceded or extended except
by appropriate written instrument fully executed by the parties. .
(b) If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it Shall
not affect or impair the validity, legality or enforceability of any other provision.
(c) The parties ackoowledge and understand that there are no conditions or limitations to ,this
understanding except those as contained herein at the time of the execution hereof and that after execution no alteration,
change or modification shall be made except upon a writing signed by the parties.
(d) This agreement shall be governed by the laws of the State of Colorado as from time to time
in effect.
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IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized offic\als,
this Agreement in three copies each of which shall be deemed an original on the date hereinafter written.
Dated: .tkNs-
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ATTESTED BY:
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WITNESSED BY:
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CITY OF ASPEN, COLORADO:
By: JOhnt:, M~
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APPROVED AS TO FORM BY:
L-_mJt:P-/)("Y~ ZJ5:;;
Jol1wP. Wester, City Attorney
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January 11, 1995
APPENDIX # 1 TO THE OWNER/ARCHITECT AGREEMENT
DOOLITTLE HOUSING PROJECT
The following representations and conditions have been assumed during the
formulation of the foregoing description Services and.are hereby incorporated into the
Agreement
o Planning Phase fee shall not be changed if scope is changed.
o . 2-Step review process, plus neighborhood meetings.
o All utility connections are assumed to be made within inlmediate site boundaries!
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o . No new improvements or changes included to the primary utility lines servicing the
project; nor for the water plant areas and facilities.
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No new water main work
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Single bidding phase, construction contract and single General Contractor.
o The City of Aspen, the Water Department or APCHA will serve as
OwnerlDeveloper of the project
o Standard interior finishes with minimal buyer input
o Surveys, soils, testing will be paid for by Owner and administered by
Architect
o Master deed's provided by Owner.
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DEC 07 '94 02:24PM GIBSON & RENO
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GmSON & RENO ARCmTECTS
CURRENTLY HOURLY RATE SCHEDULE 1994
PRINCIPALS
PROJBCI' ARCHITECTS
DRAFTSPERSON
CLERICAL
S125.oo PER HOUR
S 90.00 PER HOUR
S 65.00 PER HOUR
S 40.00 PER HOUR
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THE CITY OF ASPEN
STANDARD TERMS AND CONDmONS
FOR PROFESSIONAL ARCHITECTURAL SERVICES CONTRACTS
These standard terms and conditions have been prepared by the City of Aspen to be incorporated by reference into
Agreements' entered into between the City of Aspen and architects or professional architectural firms for professi*nal
architectural services. The provisions herein are interrelated with other standard .contract documents customarily used
by the City of Aspen and a change in one may necessitate a change in others. Whenever a conflict exists in the teJ:ms
and conditions of this document and the Agreement, the terms and conditions set forth in the Agreement shall talce
precedence.
ARTICLE 1
ARCHITECT'S SERVICES AND RESPONSIBILITIES
1.1. GENERAL
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1.1.1. The Architect shall perform the services undertaken according to the Agreement with the City. The part
of the project for which Architect is to provide services pursuant to the Agreement with the City is hereinafter ClIlled
This Part of the Project.
1.1.2. The Architect shall designate, when necessary, a representative authorized to act in the Architect's behalf
with respect to This Part of the Project.
1.1. 3. The Architect's services shall be performed in character, sequence and timing so that they will be
coordinated with those of the City and all other consultants for the Project.
1.1.4 The Architect shall recommend to the City the obtaining of such investigations, surveys, tests, analys~ and
reports as may be necessary for the proper execution of the Architect's services.
1.1.5 The Architect shall provide progress copies of drawings, reports, specifiClltions and other necessary
information to the City and other consultants. Preparation of all documents for all aspects of the Work designed
by the Architect shall be coordinated by the Architect, and the Architect shall also become familiar with the Work
designed by the City and other design consultants as necessary for the proper coordination of the Project.
1.1.6 The Architect shall cooperate with the City in determining the proper share of the construction budget to
be allocated to This Part of the Project.
1.2 BASIC SERVICES
The Scope of Work document shall set forth the Basic Services which the Architect has agreed to perform., The
Scope of Work may consist of one or more of the following phases. The terms and conditions set forth below ~pply
to those phases which have been made a part of the Scope of Services.
PLANNING PHASE
PROGRAMMING
1.2.1 Needs Assessment
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Conduct interviews with staff to evaluate physical housing needs.
Develop preliminary space programs.
Present preliminary program options for staff recommendations.
Modify programs per staff recommendations.
1.2.2 Land Use Issues
Meet with city agencieS to evaluate land use regulations as they pertain to this project.
SITE PLANNING
1.2.3 Site Visits
Visit site with staff as necessary to investigate existing conditions.
1.2.4 Site Plan
Develop conceptual site plan options.
Meet with staff to evaluate site plan options and receive input.
Draft site plan options with recommendations for options.
Formalize Space Programs
PUBLIC INPUT PROCESS
1.2.5 Present conceptual designs to Aspen City Council, Planning & Zoning Commission, and Blue Ribbon
Committee. Incorporate input into conceptual designs.
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MASTER PLAN
1.2.6 Develop a Master Plan including the following elements:
a. Area Map
b. Conceptual Site Plans
c. Conceptuill Building and Landscaping Elevations
d. Statement of Current and Projected Uses
e. Needs Analysis I Space Programs
f. Discussion of Architectural Options
g. Conceptual Cost Estimates
h. Summary of Public Input Issues, Land Use Issues, and Responses to Issues
SCHEMATIC DESIGN PHASE
1.2.7 The Architect shall ascertain the requirements for This Part of the Project and shall confirrosuch
requirements with the City.
1. 2. 8 The Architect shall review alternative systems with the City, attend necessary conferences, prepare
necessary analyses, drawings and other documents, be available for general consultation, and make recommendations
regarding basic systems for This Part of the Project. When necessary, the Architect shall consult with public
agencies and other organizations concerning utility services and requirements.
1.2.9 The Architect shall prepare and submit to the City a Statement of Probable Construction Cost of This Part
of the Project based on current area, volume or other unit costs, as directed by the City.
DESIGN DEVELOPMENT PHASE
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1.2.10 When authorized by the City, the Architect shall prepare from the Schematic Desigu Studies approved by
the City the Desigu Development Documents. These shall consist of drawings and other documents to fil' and
describe This Part of the Project, including materials, equipment, component systems and types of construction as
may be appropriate, all of which are to be approved by the City.
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1.2.11 The Architect shall submit to the City a further Statement of Probable Construction Cost of This Par! of
the Project
CONSTRUCTION DOCUMENTS PHASE
1.2.12 When authorized by the City, the Architect shall prepare from the Design Development Docum~nts
drawings and specifications setting forth in detail the requirements for the construction of This Part of the Project,
all of which are to be approved by the City. The Architect shall prepare the Drawings and Specifications in such
format as the City may reasonably require.
1.2.13 The Architect shall advise the City of any adjustments to previous Statements of Probable Construction Cost
of This Part of the Project indicated by changes in requirements or general market conditions.
1.2.14 The Architect shall assist the City as necessary in connection with the responsibility for filing the documents
concerning This Part of the Project required for the approval of governmental authorities having jurisdiction Qver
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BIDDING OR NEGOTIATION PHASE
1.2.15 Ifrequired by the City, the Architect shall assist the City's project engineer in obtaining and evalq,ating bids
or negotiated proposals, and in awarding and preparing contracts for construction.
CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
1.2.16 The Construction Phase will commence with the award of the Contract for Construction and together with
the Architect's obligation to provide Basic Services under this Agreement, will terminate when final payment to the
Contractor is due or, in the absence of a final Certificate for Payment or of such due date, sixty days after the date
of Substantial Completion of the Work, whichever occurs first.
1.2.17 Unless otherwise provided in this Agreement and incorporated in ~ Contract Documents, the Archi,tect
shall assist the City in the Administration of the Contract for Construction with respect to This Part of the Project,
as set forth below and in General Conditions of the Contract for Construction.
1.2.18 The Architect shall visit the site at intervals appropriate to the stage of construction for This Par! of the
Project or as othelWise agreed with the City in writing, to become familiar with the progress and quality of the Work
for This Part of the Project and to determine if such Work is generally proceeding in accordance with the Con\ract
Documents. The Architect shall keep the City informed of the progress and observed quality of the Work for This
Part of the Project and shall endeavor to guard the City against defects and deficiencies in .such Work of the
Contractor.
1.2.19 The Architect shall at all times have access to the Work for This Part of the Project wherever it is in
preparation or progress.
1.2.20 The Architect, based on observations at the site and on evaluations of the Contractor's Applications for
Payment, shall assist the City in determining the amounts owing to the Contractor for This Part of the Project' and
shall certify ~"ch amounts to the City. Such certification shall be in writing if requested.
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1.2.21 . Certification by the Architect to the City of an amount owing to the Contractor shall constil1\te a
representation by the Architect to the City that, based on the Architect's observations at the site as provid<id in
Subparagraph 1.2.12 and the data comprising the Contractor's Application for Payment, the Work for This Part of
the Project has progressed to the point indicated; that in the Architect's professional opinion, the quality of such
Work is in accordance with the Contract Documents (subject to an evaluation of such Work for conformance with
the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or perfo$ned
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under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion,
and to any specific qualifications stated by the Arcltitect); and that the Contractor is entitled to payment in the
amount certified.
1.2.22 Upon written request of the City, the Arcltitect shall ftnnish to the City, with reasonable promplJ1ess,
written interpretations of the Contract Documents prepared by the Architect, if, in the opinion of the City, such
interpretations are necessary for the proper execution or progress of the Work.
1.2.23 The Arcltitect shall render written recommendations, within a reasonable time, on all claims, disputes' and
other matters in question between the City and the Contractor relating to the execution or progress of This Part of
the Project"or the interpretation of the Contract Documents.
1.2.24 The Architect shall assist the City in determining whether the City shall reject Work for This Part of the
Project which does not conform to the Contract Documents or whether special inspection or testing is required.
1. 2. 25 The Architect shall review and approve, or take other appropriate action upon, and fotWard to the City for
final disposition the Contractor's submittals such as Shop Drawings, Product Data and Samples with respect to ,This
Part of the Project; but only for conformance with the design concept of the Work anil with the information given
in the Contract DOcuments. Such action shall be.taken with reasonable promptness so as tn cause no delay. 'The
Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a compo(Lent.
1.2.26 The Architect shall assist the City in preparing Change Orders for This Part of the Project fOJ; the qity's
approval and execution in accordance with the Contract Documents. The Architect shall recommend to the, City
minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time
which are not inconsistent with the intent of the Contract Documents.
1.2.27 The Architect shall assist the City in conducting inspections, with respect to This Part of the Project, to
determine the dates of Substantial Completion and final completion, and shall review and approve, or take pther
appropriate action on, the Contractor's list of items to be completed or corrected and shall fotWard the list to the
City for fmal disposition. The Architect shall assist the City in soliciting, receiving and fotWarding for review
written warranties and related documents required by the Contract Documents and provided by the Contractor with
respect to This Part of the Project. The Arcltitect shall issue to the City a final certificate in writing with respect
to fmal payment for This Part of the Project.
1.2.28 Ifat any time during This Part of the Project the Architect determines that it isnecessary to provide ,more
extensive representation at the site for the Architect to fulfill the Arcltitect's responsibilities at the site as described
hereinabove, the Architect shall provide one or more Project Representatives, as necessary, to assist the Architect.
Such Project Representatives shall be selected, employed and directed by the Architect.
1.3 ADDITIONAL SERVICES
The following Services are not included in Basic Services unless specifically included in the Scope of Work. They
shall, however, be provided if requested in writing by the City, and they shall be paid for by the City as pnC\vided
in the Agreement, in addition to the compensation for Basic Se~ices.
1. 3.1 Providing financial feasibility or other special studies.
1.3.2 Providing planning surveys, site evaluations, environmental studies or comparative studies of prospective
sites, and preparing special surveys, studies and submissions required for approvals of governmental authorities or
others having jurisdiction over the Project.
1.3.3 Providing services relative to future facilities, systems and equipment which are not intended I to be
constructed during the construction Phase.
1. 3.4 Providing services to investigate existing conditions or facilities, or to make measured drawings thereof,
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or to verify the accuracy of drawings or other information related thereto.
1.3.5 Preparing documents for alternate, separate or sequential bids, or providing extra services in connection
with bidding, negotiation or construction prior to the completion of the Construction Documents Phase, when
requested by the City.
1.3.6 Providing coordination of work performoo by separate contractors or by the City's own forces.
1.3.7 Providing services in connection with the work of a construction manager qr separate consultants retained
by the City.
1.3.8 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailoo
quantity surveys or inventories of material, equipment and labor.
1.3.9 Providing engineering services or special consultants relatoo to interior design services and other siroilar
services requiroo for, or in connection with, the selection, procurement or installation of furniture, furnishings and
relatoo equipment.
1.3.10 Providing services for planning tenant or rental spaces.
1.3.11 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with
written approvals Or instructions previously given, are required by the enactment or revision of cod~, laws or
regulations subsequent to the preparation of such documents, or are due to other causes not solely within the control
of the Architect.
1.3.12 Preparing Drawings, Specifications and supporting data, and providing other services in connection with
Change Orders to the extent that the adjustment in the Basic Compensation resulting from the. adjustoo Construqtion
Cost is not commensurate with the services requiroo of the Architect, providoo such Change Orders are requiroo
by causes not solely within the control of the Architect.
1.3.13 Making investigations, surveys, valuations, inventories or detailoo appraisals of existing facilities,'and
providing services requiroo in connection with construction performoo by the City.
1.3.14 Providing consultation concerning replacement of any Work damagoo by fire or other cause during
construction, and furnishing services as may be required in connection with the replacement of such Work.
1.3.15 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies
in the Work of the Contractor, or by failure ofperforrnance of either the City or the Contractor under the Con~ract
for Construction.
1.3.16 Preparing a set of reproducible record drawings showing significant changes in the Work made during
construction, basoo on markoo-up prints, drawings and other data furnishoo by the Contractor to the City.
1.3.17 Providing extensive assistance in the utilization of any equipment or system, such as initial start-up or
testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation
and maintenance, and consultation during operation.
1.3.18 Providing services after issuance to the City of the final Certificate for Payment, or in the absence' of a
final Certificate for Payment, ml're than sixty days after the Date of Substantial Completion of the Work:'
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1.3.19 Preparing to serve or serving as an expert wituess in connection with any public hearing, arbitration
proceeding or legal proceeding.
1.3.20 Providing services of consultants for other than the normal engineering services for This Part o'f the
Project.
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1.3.21 Providing any other services not otherwise included in this Agreement or not customarily furnished in
accordance with generally accepted architectural and engineering practice.
1.3.21 Providing services in connection with land use approvals over and above the two-step "Planned Unit
Development", Special Review, Subdivision, and GMQS exemptions process
ARTICLE 2
THE CITY'S RESPONSIBILITIES
2.1 The City shall, with reasonable promptness, provide all available information regarding the requirements
for This Part of the Project and the Architect shall be permitted to reasonably rely upon the accuracy 'and
completeness of such information.
2.2 The City shall designate, when necessary, a representative authorized to act in the City's behalf with respect
to This Part of the Project. The City, or such authorized representative, shall examine documents submitted by the
Architect and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the
Architect's services.
2.8 If the City observes or otherwise becomes aware of any fault or defect with respect to This Part of the
Project, or nonconformance with the Contract Documents, prompt written notice thereof shall be given by the i::ity
to the Architect.
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2.9 The City shall consult with the Architect before issuing interpretations or clarifications of the Architi:ct's
Drawings and Specifications and shall request the recommendation of the Architect before acting upon Shop
DraWings, Product Data, Samples or other submissions of the Contractor, or upon Change Orders affecting This
Part of the Project.
2.11 The City shall advise the Architect of the identity of other consultants participating in the Project and the
scope of their services.
2.12 The City shall review the Architect's work for compliance with the City's program and for overall
coordination with the City's and other engineering requirements.
ARTICLE 3
CONSTRUCTION COST
3.1 The Construction Cost of the Project shall be the total cost or estimated cost to the City of all elements of
the Project designed or specified by the City or the City's consultants. The Construction Cost of This Part of the
Project shall be the total cost or estimated cost to the City of all elements of the Project designed or specifi~ by
the Architect.
3.2 The Construction Cost of the Project or of This Part of the Project shall include at current market f.ltes,
including a reasonable allowance for overhead and profit, the cost of labor and materials furnished by the City and
any equipment which has been designed, specified, selected or specially provided for by the City and, the City's
consultants.
3.3 Construction Cost does not include the compensation of the City's consultants, tl;te cost of the land, rights-
of-way, or other costs which are the responsibility of the City as provided in Article 2:
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3.4 Evaluations of the City's Project budget, Statements of Probable Construction Cost and Detailed EstiInates
of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design
professional familiar with the construction industry.
3.5 If a fixed limit of Construction Cost has been established, the City and the Architect shall establi$h, if
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practicable, a fixed limit of Construction Cost for This Part of the Project. If such a fixed limit is established, the
Architect, after consultation with the City, shall be permitted to include contingencies for design, biddinj: and price
escalation, to determine what materials, equipment, component systems and types of construction are to be incl~ded
in the Contract Documents with respect to This Part of the Project, and to make reasonable adjustments in the SCOpe
of This Part of the Project to bring it within the fixed limit. If required, the Architect shall assist the City in
including in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Any such fixed
limit shall be increased in the amount of any increase in the Contract Sum related to This Part of the Project
occurring after execution of the Contract for Construction.
3.5.1 If the Bidding or Negotiation Phase for This Part of the Project has not co=enced within three months
after the City receives the Construction Documents any Project budget or fixed limit of Construction Cost for This
Part of the Project established as a condition of this Agreement shall be adjusted to reflect any change in the general
level of prices in the construction industry between the date of submission of the Construction Documents to the ~ity
and the date on which bids or proposals are sought.
3.5.2 If a Project budget or fixed limit of Construction Cost for This Part of the.Project (adjusted as provided.
in Subparagraph 3.5.1) is exceeded by the lowest bona fide bid or negotiated proposal, the City may requir~ the
Architect without additional charge, to modify the Architect's Drawings and Specifications for This Part of the
Project as necessary to bring the Construction Cost thereof within such fixed limit for This Part of the Project. If
it was not practicable to establish a fixed limit of Construction Cost for This Part.of the Project, and if the lowest
bona fide bid or negotiated proposal, the Detailed Estimate of Construction Cost or the Statement of Probable
Construction Cost established for the entire Project (including the bidding contingency) exceeds the fix~ limit of
Construction Cost of the entire Project, the City may require that the Drawings and Specifications prepared by the
Architect be modified without additional compensation as necessary to make them bear a reasonable portion of the
burden of reducing the Construction Cost of This Part of the Project so that the fixed limit of Construction Cost for
the entire Project is not exceeded. The providing of such service shall be the limit of the Architect's responsi\>ility
in this regard, and having done so the Architect shall be entitled to compensation for all services performed in
accordance with this Agreement.
ARTICLE 4
DIRECT PERSONNEL EXPENSE
4.1 Direct Personnel Expense is defined as the direct salaries of all the Architect's pen;onnel 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, pensions, and
similar contributions and benefits.
ARTICLE 5
REIMBURSABLE EXPENSES
5.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include ~ctual
expenditures made by the Architect and the Architect's employees and consultants in the interest of the ProjeCt (to
the extent they are reimbursable by the City for the expenses listed in the following Subparagraphs; provided that
Architect shall not be reimbursed for expenses unless prior written ap[lroval therefore has been obtained from ,City.
5.1.1 Expense of transportation in connection with the Project; .living expenses in connection with out-of+town
travel; long distance communications; and fees paid for secuFg 'appr~vals of authorities having jurisdictio~ over
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5.1. 2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents, excl~ding
reproductions for the office use of the Architect, the City and the City's consultants.
5.1.3 Expense of data processing and photographic production techniques when used in connection with Addilional
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Services.
5.1.4 If authorized in advance by the City, expense of overtime work requiring higher than regular rates.
5.1.5 Expense of renderings, models and mock-ups requestoo by the City.
ARTICLE 6
PAYMENTS TO THE ARCHITECT
6.1 PAYMENTS ON ACCOUNT OF SERVICES
6.1.1 Payments for Basic Services, Additional Services and Reimbursable Expenses shall be made on the basis
set forth in the Agreement.
6.1.2 The City shall disclose to the Architect, prior to the execution of this Agreement, any contingent or o(her
special provisions relative to compensation.
6.1.3 The Architect shall submit, in timely fashion, invoices for Basic Services, Additional Services ,and.
Reimbursable Expenses. The City shall review such invoices and, if they are consideroo incorrect or untimely, the
City shall review the matter with the Architect and confirm, in writing to the Architect within ten days from receipt
of the Architect's billing, the City's understanding of the disposition of the issue. ,
6.1.4 If and to the extent that the Contract Time initially establishoo in the Contract for Construction is exceedoo
or extendoo through no fault of the Architect, compensation for any Basic Services requiroo for such extendoo period
of Administration of the Construction Contract shall be computoo as set forth in the Agreement.
ARTICLE 7
ARCHITECT'S ACCOUNTING RECORDS
7.1 Records of Reimbursable Expenses and expenses pertaining 10 Additional Services and services performed
on the basis of a Multiple of Direct Personnel Expense shall be kept on the basis of generally acceptoo accounting
principles and shall be available to the City or the City's authorized representative at mutually convenienttiIIles.
ARTICLE 8
OWNERSHIP AND USE OF DOCUMENTS
8.1 Except for reference and coordination purposes in connection with future additions or alterations to the
Work. Drawings and Specifications preparoo by the Architect in instruments of service are and shall be the property
of the City whether the Project for which they are made is executed or not. The Architect shall be permitted 10
retain copies, including reproducible copies, of Drawings and Specifications for such information and reference.
The Drawings and Specifications may be usoo by the City on other projects, or for completion of this Project by
others.
8.2 The Architect shall maintain on file, and make available to the City, desigu calculations for This Part of
the Project, and shall furnish copies thereof to the City on request.
8.3 Submission or distribution to meet official regUlatory requirements, or for other purposes in connection with
the Project, is not to be construed as publication1in derogation of the City's or the Architect's rights.
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