AGREEMENT FOR ARCHITECTURAL SERVICES
BETWEEN
AND
THE BOARD OF REGENTS OF THE REGIONAL UNIVERSITY SYSTEM OF OKLAHOMA
By and Through the
UNIVERSITY OF CENTRAL OKLAHOMA
______________________
[Date]
EDMOND, OKLAHOMA
University of Central Oklahoma
AGREEMENT FOR ARCHITECTURAL SERVICES
Table of Contents
Effective Date
Recitals
1. REPRESENTATIONS AND WARRANTIES OF
ARCHITECT
2. GENERAL PROFESSIONAL STANDARDS
3. BASIC SERVICES OF THE ARCHITECT
4. SCHEMATIC DESIGN PHASE
5. DESIGN DEVELOPMENT PHASE
6. CONSTRUCTION DOCUMENTS PHASE
7. AWARD OF CONSTRUCTION
AGREEMENT PHASE
8. CONSTRUCTION PHASE DUTIES, OBLIGATIONS AND
RESPONSIBILITIES
9. ADDITIONAL SERVICES OF THE ARCHITECT
10. REIMBURSABLE EXPENSES
11. SERVICE SCHEDULE
12. PERSONNEL
13. PROJECT BUDGET, MAXIMUM
CONTRACT PRICE, AND
EXCESSIVE CONSTRUCTION COSTS
14. DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE OWNER
15. APPROVAL OF PLANS
16. FEES & PAYMENT TO ARCHITECT
17. PROJECT RECORDS
18. OWNERSHIP OF DOCUMENTS
19. INDEMNITY
20. INSURANCE
21. GOVERNING LAW
22. SUCCESSORS AND ASSIGNS
23. NO THIRD PARTY BENEFICIARIES
24. TERMINATION
25. DEFAULT & BREACH, CURE
26. NOTICES
27. WAIVER
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UCO Standard Agreement for Architectural Services
28.
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31.
FORCE MAJEURE
ENTIRE AGREEMENT
RELATIONSHIP OF PARTIES
ATTORNEY’S FEES
Signatures
NON COLLUSION AFFIDAVIT
Attachment A, ADDITIONAL SERVICES
BILLING RATES
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UCO Standard Agreement for Architectural Services
The University of Central Oklahoma
AGREEMENT FOR ARCHITECTURAL SERVICES
This Agreement for Architectural Services (the "Agreement") is made and entered into by and
between The Regional University System of Oklahoma by and through The University of Central
Oklahoma,
an
agency
of
the
State
of
Oklahoma,
(the
"OWNER")
and
____________________________________________________________________________,
a
__________________________________________ (corporation or business form) whose business
address
is
___________________________________________________________
(the
"ARCHITECT" whether one or more).
Effective Date:
This Agreement shall be effective on the date it is executed by the last party to execute it.
Recitals:
A.
OWNER intends to construct a _________(Insert Complete Description), on University
property in Edmond, Oklahoma County, Oklahoma, pursuant to a lump sum,
competitive bidding process including possible alternates (the “PROJECT”).
B.
OWNER desires to engage ARCHITECT to perform certain professional services
relating to the PROJECT and ARCHITECT desires to perform said professional
services for OWNER.
C.
ARCHITECT agrees to perform for the above named PROJECT all of the professional
services hereinafter set forth, subject to all the terms, conditions, and provisions of this
Agreement
D.
OWNER agrees to pay ARCHITECT as compensation for ARCHITECT’S services
those sums hereinafter set forth in this Agreement subject to all the terms, conditions,
and provisions of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and
agreements set forth herein, and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, OWNER and ARCHITECT agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF ARCHITECT. ARCHITECT represents and
warrants the following:
A.
ARCHITECT is professionally qualified to act as ARCHITECT for the PROJECT, is
experienced in the design and rendering of Architectural services for buildings and
facilities of comparable function and complexity and is licensed to practice
Architecture by all public entities having jurisdiction over ARCHITECT and the
PROJECT; and,
B.
ARCHITECT has become familiar through site visits with the PROJECT site and the
local conditions under which the PROJECT is to be designed, constructed and operated.
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2. GENERAL PROFESSIONAL STANDARDS. ARCHITECT shall:
A.
Assure that the PROJECT as designed by ARCHITECT will comply with all applicable
laws, ordinances and codes, including, but not limited to: IBC, EPA, OSHA, and other
applicable federal, state and University (OWNER) codes and regulations; that the
structure will be suitable and safe for its intended uses; that the structures and
foundations will be adequate to meet the floor loads established in building codes and
design criteria; that the code required design wind loads, roof loads and such other
criteria utilized in the locale of PROJECT will be utilized; and that the electrical,
mechanical, and all other elements and systems will be adequate to meet the design
criteria needs of the PROJECT.
B.
Assure that all professionals rendering design and engineering services for the
PROJECT shall have and continue to maintain all necessary licenses to practice
architecture and/or engineering, as the case may be, in the State of Oklahoma until the
Architect’s duties hereunder have been fully performed.
C.
Assure that all construction documents required by this Agreement, including, but not
limited to, all contract drawings, plans and specifications shall be reasonably accurate,
coordinated and adequate for construction whether the same are prepared by
ARCHITECT, its employees, agents, Sub-consultants (“Sub-consultants”), Consultants
(“Consultants”) or subcontractors.
D.
Assure that all drawings prepared by architects and engineers in the employ of the
ARCHITECT shall be stamped with licensing seals of the architects and engineers
doing such work as required by law and regulations.
E.
Sub-consultants or Consultants, the work of which is related to, or for, the PROJECT,
shall be subject to approval by OWNER, which approval shall not be unreasonably
withheld, and all contracts by and between ARCHITECT and any such Sub-consultant
or Consultant shall explicitly require each such Sub-consultant or Consultant to be
bound to ARCHITECT and OWNER according to the standards set forth in this
paragraph and to the provisions of Paragraphs 4, 5, 6, 7, 8, 9, 17, 18, 19 and 20 hereof.
3. BASIC SERVICES OF THE ARCHITECT
ARCHITECT’s Basic Services shall consist of five phases described below and include the
services of customary design professional Sub-consultants or Consultants including civil, structural,
mechanical and electrical engineering services for the PROJECT. In regard to such Basic Services,
ARCHITECT agrees:
A.
That all plans, specifications, detailed drawings, construction observation, and related
work for civil, structural, electrical and mechanical engineering services shall be done
by employees of its own organization, by persons regularly engaged and particularly
qualified by training and experience to do the required work, or if ARCHITECT’s
employees are not available or qualified to perform any of the specified engineering
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services required for the PROJECT, ARCHITECT agrees to employ outside Subconsultants or Consultants who are similarly engaged and qualified at no cost to
OWNER and subject to OWNER’s prior written approval .
B.
Under the Basic Services provisions of the Contract, ARCHITECT and its professional
consultants shall visit the site at intervals appropriate to the stage of construction to
become generally familiar with the progress and quality of the completed work and to
determine if the work is being performed in a manner indicating that the work, when
complete, will be in accordance with the Contract Documents. ARCHITECT shall
include, within Basic Services, site visit(s) of no less than one and one half days (1.5
days) (12 hours minimum) per week. On the basis of on-site observations as an
architect, ARCHITECT shall keep OWNER informed of the progress of the work and
ARCHITECT shall endeavor to obtain proper fulfillment of said work as required by
the Plans and Specifications and to recommend any changes, if necessary, to obtain
good workmanship and the installation and use of materials as specified. ARCHITECT
shall by general observation; guard OWNER against defects and deficiencies in
workmanship and materials. ARCHITECT shall require the Contractors engaged in the
performance of the construction work to comply with the requirements of the
Construction Documents in that ARCHITECT shall reject any observed work that fails
to comply. In every known instance of failure of the Contractor or any Subcontractor
to follow the Construction Documents, ARCHITECT shall immediately order the work
corrected and notify OWNER or its authorized representative of such action.
C.
Examining or investigating existing conditions, or measuring or otherwise verifying the
accuracy of drawings, such as investigation of existing structural conditions of a
building or for checking accuracy of as-builts prior to using them as a basis for new
contract, construction, or PROJCET documents, or because it is required as an essential
step to beginning the PROJECT for OWNER.
D.
The following costs are not reimbursable and are included within the fees for
Basic Services:
(1)
Normal office overhead including FAX and telephone costs,
(2)
Postage, handling, delivery and shipping costs of normal and routine PROJECT
work items and/or transfer of normal PROJECT work items
between ARCHITECT and its Sub-consultants, consultants or subcontractors in
the routine performance of the PROJECT;
(3)
Office expenses relating to PROJECT documents including copies of plans for
ARCHITECT and Sub-consultants use, reproductions, plotter expenses,
standard form documents, computers and other electronic or technical
equipment, and other
ARCHITECT or Sub-consultants work and/or
progress copies normally required for the routine performance of the
PROJECT; and
(4)
As pertains to the PROJECT, ARCHITECT agrees to provide services as an
expert witness in connection with any public hearing, arbitration/mediation
proceeding or other proceedings of a court of record, when required and such
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agreement shall survive the termination of this Agreement.
4. SCHEMATIC DESIGN PHASE
A.
B.
Consultation with Owner and Probable Construction Costs:
(1)
In the Schematic Design Phase ARCHITECT shall consult in detail with
OWNER and shall carefully analyze any information furnished by OWNER
concerning requirements of the PROJECT, including but not limited to any
design, construction, scheduling, budgetary or operational requirements.
Thereafter, ARCHITECT shall prepare and submit to OWNER a written report
setting forth a summary of such requirements, a preliminary estimate of the
Probable Construction Costs, as defined herein, based on ARCHITECT’s
recommendations (including design alternatives) and detailing ARCHITECT's
understanding of the PROJECT requirements and identifying any design,
construction, scheduling, budgetary, operational, or other problems that may
result from said requirements.
(2)
ARCHITECT shall submit to OWNER a preliminary estimate of Probable
Construction Cost based on current area, volume or other unit costs. If the
preliminary estimate of Construction Cost exceeds the funds estimated by
OWNER to be available, OWNER shall, with ARCHITECT’s assistance,
modify the scope of the PROJECT to be consistent with the funds then
estimated to be available. As used in this Agreement, the term ‘Probable
Construction Costs’ shall mean the estimated total cost to OWNER based upon
ARCHITECT’s best professional judgment of all elements of the PROJECT
designed or specified by ARCHITECT and shall include, among other things:
current costs of labor, materials and equipment required for construction of the
PROJECT, reasonable allowances for the construction contractor’s overhead
and profit, a reasonable allowance for contingencies for market and other
conditions at the time of bidding, and changes in the work during construction.
Except as may be specifically provided elsewhere herein, the term does not
include the compensation of: ARCHITECT and ARCHITECT’s Subconsultants, Consultants, the costs of the land, rights-of-way, financing or other
costs that are the responsibility of OWNER; or which will be separately
contracted for and are listed in the table of costs in Paragraph 13 hereof.
The Schematic Design Phase shall include, but not be limited to, the following:
(1)
ARCHITECT shall consult with OWNER to ascertain the requirements of the
PROJECT and shall confirm such requirements to OWNER in writing; such
consultation shall occur in meetings as reasonably determined by OWNER’S
representative(s) and potential users of the PROJECT. ARCHITECT shall
conduct a field investigation of all existing elements and systems in the areas of
the UCO campus affected by the PROJECT.
(2)
ARCHITECT shall prepare a Schematic Design Phase Report, with studies and
documents, consisting of drawings and other descriptive elements illustrating
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the scale and relationship of PROJECT components for approval by OWNER.
Schematic Design Studies shall be conceptual in character and based on the
program requirements and shall include construction-sequencing possibilities
and shall be revised as necessary to obtain OWNER’s approval.
C.
ARCHITECT shall provide to OWNER at ARCHITECT’s expense five (5) sets of
completed Schematic Design Phase Documents for review purposes. Additional
completed sets required by Owner shall be provided at OWNER’S expense.
5. DESIGN DEVELOPMENT PHASE
Upon authorization by OWNER, and after reviewing with OWNER the Schematic Design
Phase Report, Studies and Documents required by Paragraph 4 hereof, and after incorporating any
changes or alterations authorized or directed by OWNER with respect to the Schematic Design Phase
Report, Studies or Documents or with respect to the requirements of the PROJECT, including without
limitation adjustments to stay within the Maximum Contract Price as defined in Paragraph 13 hereof,
ARCHITECT shall prepare and submit to OWNER the requested number of copies of the Design
Development Phase documents for the PROJECT. The Design Development Phase shall address all
requirements of the PROJECT, if and as modified with OWNER’s consent, and shall include the
following:
A.
The Design Development Documents (based upon the approved Schematic Design
Phase Documents) consisting of plans, elevations and other drawings, and outline
specifications, which fix and illustrate the size and character of the entire PROJECT in
its essentials as to the type of structure; kinds of materials, both exterior and interior;
proposed color selections; mechanical and electrical systems; fixed equipment and such
other work as may be required.
ARCHITECT shall meet with OWNER’s
representative and potential users of the PROJECT at least twice monthly during this
phase.
B.
After all design considerations have been established and approved by OWNER as
provided in this paragraph, ARCHITECT shall submit to OWNER a further
preliminary estimate of Probable Construction Cost, revised to recognize current
changes to, and refinements in, the design scheme.
C.
Design Development Phase drawings shall illustrate:
D.
(1)
The basic components of the PROJECT including the size, scale, location,
dimensions, and character of each building structure;
(2)
The exterior view of the PROJECT;
(3)
A floor plan for each room of the PROJECT and the dimensions thereof; and
(4)
Where appropriate, the architectural, electrical, mechanical and structural
systems of the PROJECT;
Additional Design Development Documents to be provided by ARCHITECT shall
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include:
E.
(1)
A written description of the materials to be incorporated into the PROJECT,
material samples where appropriate, and the location of same;
(2)
Materials needed for preliminary color selections where appropriate; and,
(3)
Any other reasonable documents or things required to illustrate, describe or
depict the Design Development Phase and the conformity of same with
OWNER’s requirements for the PROJECT.
ARCHITECT shall provide to OWNER at ARCHITECT’s expense five (5) sets of
completed Design Development Documents for review purposes.
Additional
completed sets required by Owner shall be provided at OWNER’s expense.
6. CONSTRUCTION DOCUMENTS PHASE
The Construction Documents Phase shall include, but not be limited to, the following:
A.
Before preparing the Construction Documents, unless OWNER elects to do so
separately with written authorization from OWNER, ARCHITECT shall retain an
experienced, qualified geo-technical consultant to prepare testing and evaluate all geotechnical considerations relating to the design and construction of the PROJECT; such
consultant’s fees and reasonable expenses shall be a Reimbursable Expense as
identified below in Paragraph 10. ARCHITECT shall thoroughly study the analyses
and recommendations of the geotechnical consultant and fully and properly take them
into account in designing the PROJECT.
B.
Upon authorization by OWNER, and after reviewing with OWNER the Design
Development Phase plans, drawings, elevations, renderings, estimates and other
materials required by Paragraph 5 hereof, and after incorporating any changes or
alterations authorized or directed by OWNER, if and as modified, with respect to the
Design Development Phase or with respect to OWNER’s requirements for the
PROJECT, ARCHITECT shall prepare and submit to OWNER five (5) sets of the
Construction Documents, which shall include drawings, plans and specifications that
describe with specificity all elements, details, components, materials, and other
information necessary for bidding and construction of the PROJECT and the
Construction Documents shall include drawings, plans and specifications, which set
forth in detail the work to be done and the materials, workmanship, finishes and
equipment required for the structural, mechanical, electrical, service-connected
equipment and site work. Products, equipment and materials specified for use shall be
reasonably available unless written authorization to the contrary is given by OWNER.
C.
ARCHITECT shall assist in preparing the necessary bidding information, General
Conditions of the Contract and Supplementary General Conditions of the Contract and
shall prepare and furnish bid forms and assist in preparing other forms or contracts for
the furnishing of materials, equipment and performance of labor which may be
necessary for the construction of the PROJECT.
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D.
Prior to completion of the bid package, an estimate of funds available for Construction
Cost initially prepared by OWNER and reviewed by ARCHITECT as identified
hereinafter shall be deemed to be OWNER’s adjusted Maximum Contract Price unless
OWNER advises ARCHITECT in writing of further adjustments to such Maximum
Contract Price. ARCHITECT shall prepare an updated estimate of Probable
Construction Costs in a detailed form during the latter stages of the Construction
Documents Phase and no later than at 90% completion of Construction Documents.
ARCHITECT shall provide for a base bid project element in an amount no higher than
ninety five (95%) percent of the Adjusted Maximum Price, not including any available
contingency funds.
ARCHITECT immediately shall inform OWNER of any
adjustments to previous preliminary estimates of Construction Cost indicated by
changes in scope, requirements or market conditions in order that necessary changes
may be made prior to completion of the Contract Documents.
E.
ARCHITECT shall assist OWNER in filing any required documents to secure approval
of governmental authorities having jurisdiction over the design of the PROJECT,
including, but not limited to, the Oklahoma State Fire Marshal and the Oklahoma State
Department of Health.
F.
ARCHITECT shall provide at its expense five (5) sets of completed Bidding
Documents for OWNER review purposes. Additional completed sets of Bidding
Documents required by OWNER shall be provided to OWNER at OWNER’s expense.
7. AWARD OF CONSTRUCTION AGREEMENT PHASE. During the Award of Construction
Agreement Phase the duties of ARCHITECT shall include, but not be limited to, the following:
A.
ARCHITECT shall prepare all information necessary for the competitive bidding of the
PROJECT in accordance with all applicable provisions of Oklahoma law and policies
and procedures of the Board of Regents of Oklahoma Colleges;
B.
ARCHITECT shall assist OWNER in the bidding process and in obtaining bids from
qualified contractors, attend bid openings, prepare and submit a tabulation of bids, and
assist OWNER with the comparative analysis and review of bids to determine the
lowest bona fide bid and in awarding and preparing Construction Agreement
documents;
C.
ARCHITECT shall conduct a preconstruction conference after award of the contract
but prior to commencement of construction. The purpose of said conference shall be to
review the duties, obligations and responsibilities of OWNER, Contractor, and
ARCHITECT during construction and for such other purposes as OWNER may
require; and
D.
ARCHITECT shall file any required documents to secure approval of governmental
authorities having jurisdiction over the PROJECT, including but not limited to, the
Oklahoma State Fire Marshal, the Oklahoma State Department of Health, Oklahoma
Department of Labor, Central Services or other Agency.
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8. CONSTRUCTION PHASE - DUTIES, OBLIGATIONS AND RESPONSIBILITIES. The
Construction Phase will commence with award of the Construction Agreement and will terminate at
the end of the one-year warranty period on the PROJECT following inspection of Contractor corrected
warranty items as set forth herein below. During the Construction Phase the duties, obligations and
responsibilities of ARCHITECT shall include, but not be limited to, the following:
A.
ARCHITECT shall carefully review and be familiar with the Agreement for
Construction between OWNER and Contractor. ARCHITECT shall receive and review
a proposed copy of said Agreement for Construction and submit any comments on such
to OWNER in writing prior to its execution;
B.
ARCHITECT shall represent OWNER during construction. Instructions and other
appropriate communications from OWNER to the Contractor shall be communicated
through ARCHITECT unless OWNER directs otherwise. ARCHITECT shall act on
behalf of OWNER only to the extent provided in this Agreement;
C.
Upon receipt ARCHITECT shall carefully review and examine the Contractor's
Schedule of Values, together with any supporting documentation or data, which
OWNER or ARCHITECT may require from the Contractor. The purpose of such
review and examination will be to protect OWNER from an unbalanced Schedule of
Values, which allocates greater value to certain elements of the Work than is indicated
by such supporting documentation or data, or that is reasonable under the
circumstances. If the Schedule of Values is not found to be appropriate, or if the
supporting documentation or data is deemed to be inadequate, and unless OWNER
directs ARCHITECT to the contrary in writing, the Schedule of Values shall be
returned to the Contractor for revision or supporting documentation or data. After
making such examination, if the Schedule of Values is found to be appropriate as
submitted, or if necessary, as revised, ARCHITECT shall sign the Schedule of Values
thereby indicating its informed belief that the Schedule of Values constitutes a
reasonable, balanced, basis for payment of the contract price to the Contractor.
ARCHITECT shall not sign such Schedule of Values in the absence of such belief
unless directed to do so in writing by OWNER; any such directive shall absolve
ARCHITECT of any further responsibility for a balanced Schedule of Values under this
subparagraph;
D.
ARCHITECT shall determine amounts due to the Contractor under the Agreement for
Construction predicated upon inspections of the Work, evaluations of the Contractor's
rate of progress in light of the remaining contract time and upon evaluation of the
Contractor's Applications for Payment, and shall issue Certificates for Payment to
OWNER in such amounts. The issuance of a Certificate for Payment shall constitute a
representation by ARCHITECT to OWNER that ARCHITECT has made an inspection
of the Work, and that in ARCHITECT’s professional opinion the Work has progressed
to the level indicated, that the quality of the Work meets or exceeds the requirements of
the Agreement for Construction, and that, to the best of the knowledge, information and
informed belief of ARCHITECT, the Contractor is entitled to payment of the amount
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approved;
E.
ARCHITECT shall record the date of receipt from Contractor of each Application for
Payment. Within seven (7) calendar days of receipt of Contractor’s Application for
Payment, ARCHITECT shall issue a Certificate for Payment to OWNER, or shall
provide written communication to Contractor, with copy to OWNER, detailing and
giving the reason for any modifications, reduction or rejection of any Application for
Payment. ARCHITECT shall reimburse OWNER for any and all costs, charges, fees or
interest payments charged by Contractor for any delays associated with late/delayed
progress payments that are attributable to ARCHITECT’s delay in certifying
Contractor’s Applications for Payment, including but not limited to, penalties,
damages, bonuses, rewards, interest, and fees. Further, ARCHITECT shall
compensate OWNER for any and all damages, charges, costs or fees associated with or
resulting from Contractor’s extension of its schedule for completion of the contracted
work that is attributable to ARCHITECT’s delay in certifying Contractor’s
Applications for Payment;
F.
ARCHITECT shall be the initial interpreter of the requirements of the drawings and
specifications and the judge of the performance there under by the Contractor.
ARCHITECT shall render written or graphic interpretations necessary for the proper
execution or progress of the Work with reasonable promptness on request of the
Contractor or OWNER;
G.
Unless otherwise directed by OWNER, ARCHITECT shall determine all matters
relating to aesthetic effect, and such determinations shall conform to the intent of the
Construction Documents and Agreement for Construction;
H.
ARCHITECT shall reject any Work that does not conform to the Construction
Documents and Agreement for Construction unless directed by OWNER, in writing,
not to do so. Whenever ARCHITECT considers it necessary or advisable in order to
protect the interest of OWNER, ARCHITECT shall have the authority to require
special inspection or testing of the Work in accordance with the provisions of the
Agreement for Construction whether or not such Work is fabricated, installed or
completed; provided, however, that no such inspection or testing shall occur without
the OWNER’s written consent if the reasonably estimated cost of any such inspection
or test exceeds $2,000;
I.
ARCHITECT shall review, study and approve, or take other necessary or appropriate
action upon Contractor’s Submittals such as Contractor's Shop Drawings, Product Data,
Samples, and other Submittals. The review, study and approval shall be for the purpose
of determining conformance with the design concept, the Construction Documents and
the Agreement for Construction. Approval by ARCHITECT of the Contractor’s
Submittals shall constitute ARCHITECT’s representation to OWNER that such
Submittal is in conformance with the design concept and Construction Documents.
Such action shall be taken with reasonable promptness so as to cause no delay to the
Contractor or the PROJECT;
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J.
ARCHITECT shall review and advise OWNER concerning proposals and requests for
Change Orders from the Contractor. ARCHITECT shall prepare Change Orders for
OWNER's approval and execution in accordance with the Agreement for Construction.
Under no circumstances shall ARCHITECT authorize the Contractor to proceed with
any change or deviation from the Construction Documents and Agreement for
Construction without prior written approval by OWNER;
K.
ARCHITECT, based upon an inspection of the PROJECT, shall determine the status of
completion and shall prepare and submit to OWNER and Contractor a listing of
incomplete items of work (punch list). ARCHITECT shall certify in writing to
OWNER the date of Substantial Completion of the PROJECT and the date of Final
Completion of the PROJECT. The warranty period for the PROJECT shall be 12
months from the Final Completion Date. Upon Contractor’s compliance with the terms
of the Agreement for Construction, ARCHITECT shall approve a final Certificate for
Payment which final payment shall also be subject to OWNER’s written approval.
ARCHITECT shall also receive, compile, and forward to OWNER any and all written
warranties and related documents required by the Construction Documents and
Agreement for Construction;
L.
ARCHITECT shall receive, review, prepare and transmit to OWNER, from material
collected by and through the Contractor and the Subcontractors, neatly bound folios
containing the manufacturers’ instructions, arrangement drawings, and detailed parts
identification on all items of operable equipment included in the Work. The required
folio shall be divided into volumes covering the various components of the Work such
as electrical, plumbing, heating, ventilating, air conditioning, refrigeration, elevators,
building hardware, special equipment, and such other components as OWNER may
deem appropriate, such materials shall be complete, clean, readable, properly organized
and ready for use or file by OWNER;
M.
Prior to the expiration of one (1) year after the date of Substantial Completion of the
Work, ARCHITECT shall thoroughly and carefully inspect the Work and shall identify
in writing to OWNER and the Contractor any defective, deficient or incomplete Work
discovered. ARCHITECT shall further re-inspect such Work as necessary to determine
completion by the Contractor of its warranty duties, obligations, and responsibilities to
OWNER;
N.
ARCHITECT shall testify in any judicial proceeding when requested in writing by
OWNER, where proper performance of ARCHITECT’s services, interpretation of the
Construction Documents or conformity of construction to the Construction Documents
are material issues, and ARCHITECT shall make available to OWNER any personnel
employed by ARCHITECT for the purpose of reviewing, studying, analyzing or
investigating any claims, contentions, allegations, or legal actions relating to, or arising
out of, the design of the PROJECT;
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O.
ARCHITECT shall prepare record drawings from information furnished by the
Contractor and shall certify to OWNER that they are adequate to show all significant
changes in the Work made during construction; additionally the ARCHITECT shall
furnish necessary copies of Contract Documents for approval by the Authority Having
Jurisdiction. [The term “Authority Having Jurisdiction” shall have the meaning the
term normally has within the architectural, code-compliance and Environmental Health
and Safety profession and as it is normally used in industry practice.] Document sets
shall include, but not be limited to the following:
(1) One approved set shall be at the construction site during all stages of
construction;
(2) One approved set shall be provided to OWNER for permanent records; and
(3) One approved set shall be maintained by ARCHITECT and shall be provided to
OWNER at completion of work. This set shall be modified to indicate any and all
authorized changes made by the Authority Having Jurisdiction during the work;
P.
ARCHITECT shall, during any phase of the PROJECT, without additional
compensation, promptly correct any errors, omissions, deficiencies, or conflicts in its
work product; and
Q.
Other duties of ARCHITECT during construction include, but are not limited to:
(1)
Immediately following approval of all materials requiring color or finish
selection, ARCHITECT shall submit to OWNER, in a format acceptable to
OWNER, schedules and samples of all proposed color and material selections
for approval by OWNER prior to release of color selections to any Contractor or
Subcontractor. Copies of approved color and material schedules shall be
provided to OWNER and to the Contractor.
(2)
ARCHITECT shall prepare and furnish such large scale and full size detailed
drawings for architectural, structural, plumbing, heating, electrical and all other
works as are necessary for the construction of the PROJECT, and shall provide
as many copies thereof as may be needed or required to execute the Work.
(3)
No later than ninety (90) days after issuing the final Certificate of Payment
ARCHITECT shall furnish to OWNER one (1) set of reproducible record
drawings of the PROJECT work corrected to show all known or Contractor
recorded changes that have taken place during the construction period among
the several elements of the work, including architectural, structural, electrical,
and mechanical. ARCHITECT shall also furnish two (2) sets of blue-line prints
from the corrected record drawings for OWNER’s use. The reproducible record
drawings herein called for are to be prints on .004 inch polyester film or similar
copies of ARCHITECT’s original tracing corrected as required. ARCHITECT
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shall also furnish drawing files on CD’s, in AutoCad Release 2004 format or
equivalent as approved by OWNER. In addition to the submittals described in
the Program of Services, ARCHITECT shall furnish all narrative information on
CD’s, in Word 2000 format or equivalent as approved by OWNER.
R.
Any language in this Agreement notwithstanding, OWNER shall be entitled to
communicate with any contractors or to inspect on its own, or through third parties, as
it deems necessary for the success of this PROJECT.
9. ADDITIONAL SERVICES OF ARCHITECT. The following Additional Services, the
performance of which, due to unusual circumstances cause ARCHITECT additional expenses above
and beyond those expenses incurred in connection with Basic Services, shall be paid for by OWNER.
Additional Services include, but are not limited to, the following and in such instance shall begin only
after written approval is received from OWNER:
A.
Revising drawings, specifications or other documents occurring after the completion
and written approval of the Construction Documents when such revisions are based
upon written directions by OWNER given after the approval by OWNER of the
Construction Documents or when required by the enactment or revision of codes, laws
or regulations subsequent to the preparation of such documents and not reasonably
anticipated and due to other causes not within the control or responsibility of
ARCHITECT.
B.
Providing programming, financial feasibility or other special studies or reports to
OWNER not identified as being part of the scope of Basic Service;
C.
Providing design services relating to damaged Work provided that such services are
required by causes not the responsibility of ARCHITECT, either in whole or in part;
D.
Providing interior design or similar services required in connection with the selection,
procurement, or installation of furniture or moveable equipment;
E.
Providing services resulting solely from the default of the Contractor other than
PROJECT delays resulting there from;
F.
Providing consultation concerning replacement of any work damaged by fire or other
cause during construction and furnishing services in connection with the replacement of
such damaged work, but this paragraph shall not apply to services in assisting in the
determination as to whether such fire or other damage may have resulted from an aspect
of the design, Contract Documents or construction;
G.
Arranging for the work to proceed should the Contractor default due to delinquency or
insolvency;
H.
Providing services as an expert witness in connection with any public hearing,
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arbitration/mediation proceeding or other proceedings of a court of record, for things
not related to OWNER’s PROJECT;
I.
ARCHITECT, if requested in writing by OWNER, shall cooperate with and assist
OWNER in the preparation of Federal grant applications, including but not limited to,
the preparation and furnishing of such drawings, specifications, cost estimates, and time
schedules as the granting agency may require for grants that may be applied for which
relate to the PROJECT;
J.
After all design considerations necessary for inclusion on this Phase have been
established and approved in writing by OWNER, ARCHITECT, if or when directed in
writing by OWNER, after Owners approval of costs, shall have prepared by a
professional delineator two-color renderings of the PROJECT to be retained by
OWNER. The size of each rendering shall be established by OWNER and must be
easily readable from a distance of twenty feet, matted, framed, covered with non-glare
glass, and prepared for wall hanging. Renderings also must be suitable for color
reproduction for promotional purposes;
K.
Providing any other services not otherwise included in this AGREEMENT and not
customarily furnished in accordance with generally accepted architectural practice; and
L.
Fees paid to Consultant(s) for specialized services, including but not limited to: geotechnical, acoustical and radio-TV broadcast engineering, specialized signage and
graphics, landscaping, specialized cost estimating, food service design, laboratory
design and bio-containment design and other specialized Consultant(s) shall not be
included within the Basic Services of ARCHITECT. Such services by ARCHITECT
relating to PROJECT work that requires specialized services shall be additional services
and the decision to employ such Consultant(s) or professionals and the fees paid to
them shall be subject to OWNER’s prior written approval. Providers of the services
referred to in this subparagraph shall be referred to, or defined, as “Consultant(s)”.
Any and all requests for additional services from OWNER shall be made in writing and
ARCHITECT shall not comply with requests from any source for Additional Services unless and until
it has received written approval from OWNER. Any requests from ARCHITECT that services be
treated as Additional Services, similar to or such as identified within this paragraph in items A through
L above, and that for providing such ARCHITECT should receive additional fees, therefore shall be in
writing and subject to OWNER’s written approval prior to any such services being ordered or applied
to PROJECT.
10. REIMBURSABLE EXPENSES OF ARCHITECT.
In addition to the fees set forth
hereinabove, ARCHITECT shall be entitled to receive payment for Reimbursable Expenses incurred
by ARCHITECT and ARCHITECT's engineers and consultants in the interest of the PROJECT.
A.
Certain Reimbursable Expenses are to be paid at one and one-tenth (1.1) times the
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actual amounts expended on behalf of the PROJECT; said expenses shall be verified by
paid receipts, canceled checks or such other written forms of proof of payment and are
limited to the following specific items:
B.
(1)
Provided they are authorized in writing in advance by OWNER, the reasonable
and necessary transportation and living expenses of ARCHITECT’s employees
incurred in traveling outside the state of Oklahoma; and
(2)
the costs and expenses of reproduction, postage and handling/transportation of
drawings and other PROJECT materials or documents furnished for OWNERS
use, review and approval in excess of the number of sets required elsewhere in
this Agreement.
Certain Reimbursable Expenses are to be paid for the actual amounts expended on
behalf of the PROJECT; said expenses shall be verified by paid receipts, canceled
checks or such other written forms of proof of payment and are limited to the following
specific items, provided each item is authorized in writing in advance by OWNER, as
follows:
(1)
The Fees of special Consultant(s) other than those Consultant(s) required to
perform the duties, obligations, and responsibilities included in Basic Services
as set forth in Sub-paragraph 9. L. of this Agreement;
(2)
Cost of the geotechnical evaluation if required in writing by OWNER under
Paragraph 6. A. hereof;
(3)
Fees properly paid for securing approval of authorities having jurisdiction over
the PROJECT;
(4)
Expenses of FedEx, UPS or other similar costs reasonably required for
shipping of non-routine or expedited items;
(5)
Costs of construction and transportation of models for OWNER’s use; and,
(6)
The costs of preparation and transportation of color renderings for OWNER’s
use.
11. SERVICE SCHEDULE
ARCHITECT shall perform the Basic Services and Additional Services as expeditiously as is
consistent with professional skill and care and the orderly progress of the work. ARCHITECT shall
submit for OWNER’s approval a schedule for the performance of ARCHITECT’s services that shall
include reasonable allowances for periods of time required for OWNER’s review. It is OWNER’s
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intent that all design work shall be completed and the Project shall be ready for bid no later than
November 1, 2010 with a desired substantial completion date to be established. This schedule, based
upon OWNER’s desired bid date, when approved by OWNER, shall not, except for reasonable cause,
be exceeded by ARCHITECT. ARCHITECT shall not be liable for damages caused by delays in the
performance of services arising from events beyond its reasonable control. Both parties agree that
time and compliance with schedules is of the essence and an important factor in the successful
completion of the PROJECT.
12. PERSONNEL
ARCHITECT shall assign only qualified personnel to perform any service concerning the
PROJECT. At the time of execution of this Agreement, the parties anticipate that the following named
individuals will perform those functions indicated:
NAME
PROJECT FUNCTION
___________________________________
___________________________________
___________________________________
___________________________________
_______________________________
_______________________________
_______________________________
_______________________________
(Additional names and functions, if any, are set forth on Exhibit A attached hereto.)
So long as the individuals named above remain actively employed or retained by ARCHITECT, they
shall perform the functions indicated next to their names. Changes in the identity of those performing
the above functions may be made with the written consent of OWNER, which shall not be
unreasonably withheld.
13. PROJECT BUDGET, MAXIMUM CONTRACT PRICE, EXCESSIVE CONSTRUCTION
COSTS AND ADDITIONAL OWNERS OPTIONS
A.
Project Budget:
OWNER has allocated to the PROJECT the sum of
________________________ Dollars ($_________) which shall be the total cost of the
PROJECT. This amount shall include costs of:
(1)
General Construction and/or Renovation,
$__________
including contingency factor on construction
(2)
Fixed Equipment including -__________
Laboratory Casework and Fumehoods
(3)
Extensions of Utilities
__________
(4)
Site Clearance & Demolition
__________
(5)
Site Development
__________
Subtotal [(1) – (5), B. Maximum Contract Price ]*
(6)
Landscape Materials and Accessories
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__________
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UCO Standard Agreement for Architectural Services
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
Moveable Equipment and Furnishings
Telecommunications Infrastructure
Sound and/or Security Systems
Telephones, Telecommunication, Computers and other
Electronic Equipment
__________
__________
__________
__________
Subtotal [(1) – (10), B. Maximum Contract Price ]*
__________
Fees of all types payable to State, City and other
governmental agencies
Fees for Basic Services (Estimated)
Estimated Fees for Additional Services
Estimated Reimbursable Expenses
Project Contingency
Other Costs: Financing, internal administration,
legal and accounting, etc.
__________
Total Budget Cost of the PROJECT 1
__________
__________
__________
__________
__________
$__________
* Use only the subtotal required for the contract
[Note all costs are estimated until actual bids and change orders approved by OWNER are
considered and put into a final actual cost Budget.]
1
B.
SELECT
ONE
ACM testing and removal shall be treated separately and not included in any fee % paid.
Maximum Contract Price: Except as specifically modified in writing by OWNER, the
Maximum Contract Price for the PROJECT is
Subtotal Items 1 – 5, of
_$______________________, as noted above.
It is contemplated that Items 6
through 15 will be furnished or paid for by OWNER separately, not as a part of the
Construction Agreement or construction costs. The figures above are budget figures
based on best estimates for the PROJECT. These figures are for the purpose of setting
the initial ARCHITECT’s fee projection. The figures, for ARCHITECT’s fee to be
actually paid, shall be these figures adjusted based on the amount contract awards by
OWNER plus or minus the amount of all OWNER approved change orders.
-or- Depending upon project(s) and contract needs
B.
Maximum Contract Price: Except as specifically modified in writing by OWNER, the
Maximum Contract Price for the PROJECT is
Subtotal Items 1 – 10, of
_$______________________, as noted above.
It is contemplated that Items 11
through 15 will be furnished or paid for by OWNER separately, not as a part of the
Construction Agreement or construction costs. The figures above are budget figures
based on best estimates for the PROJECT. These figures are for the purpose of setting
the initial ARCHITECT’s fee projection. The figures, for ARCHITECT’s fee to be
actually paid, shall be these figures adjusted based on the amount of contract awards by
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OWNER plus or minus the amount of all OWNER approved change orders.
C.
Excessive Construction Costs: In the event the final estimate of the Probable Construction
Costs as provided hereinabove exceeds the Maximum Contract Price, or in the event the
lowest bona fide bid or negotiated proposal from a qualified contractor exceeds the
Maximum Contract Price, OWNER may require ARCHITECT and it’s Sub-consultants
or Consultants, without additional cost to OWNER, to consult with OWNER and to
revise and modify the Construction Documents as required to bring the lowest bona fide
bid, including alternates, or negotiated proposal, to an aggregate price at or below the
Maximum Contract Price. If OWNER chooses to reject all bids and proceed with the
PROJECT within funds identified as the aggregate Maximum Contract Price, above,
ARCHITECT and its Sub-consultants, without additional compensation, shall make
such eliminations, changes and corrections in the accepted Plans and Specifications as
may be necessary to reduce the Construction Cost to said maximum amount. All
changes, eliminations and corrections in the accepted Plans and Specifications made by
ARCHITECT to reduce the cost of the PROJECT shall be subject to the specific prior
written approval of OWNER, and shall not be considered as additional services.
D.
Additional OWNER’s Options: If the Maximum Contract Price for the PROJECT is
exceeded by the lowest bona fide or negotiated bid proposal, OWNER shall, in its sole
discretion, have the option to either:
(1)
(2)
give written approval of an increase in the budget for the Cost of the Work and
the Maximum Contract Price; or
terminate the PROJECT.
14. DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF OWNER
OWNER shall have and perform the following duties, obligations and responsibilities to
ARCHITECT:
A.
To provide ARCHITECT with adequate information regarding the OWNER's
requirements for the PROJECT, including any desired or required design or
construction schedule, or both, and any budgetary requirements;
B.
To review any documents submitted by ARCHITECT requiring OWNER's decision
and shall render any required decisions pertaining thereto;
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C.
To furnish a legal description and any necessary survey of the site, including all
elements as may be reasonably required;
D.
If OWNER’s authorized representative designated in Sub-paragraph H of this
Paragraph observes, or otherwise becomes aware of, any defect in the PROJECT,
OWNER’s representative shall give written notice thereof to ARCHITECT. OWNER
shall not be obligated to direct or supervise the performance of any services required of
the ARCHITECT herein and the failure of the OWNER to direct or supervise shall not
constitute a waiver of any claim which the OWNER may at any time have against the
ARCHITECT, nor shall the OWNER have any duty of observation or inspection during
the construction of the PROJECT, nor be liable for any failure to inspect;
E.
To provide ARCHITECT access to the site and to the Work as necessary for
ARCHITECT to perform its duties and obligations under this Agreement;
F.
To perform those duties set forth in this Paragraph 14 as expeditiously as may be
reasonably necessary for the orderly progress of ARCHITECT's services and of the
Work;
G.
To review any documents prepared by ARCHITECT or its Sub-consultants or
Consultants solely for the purpose of determining whether such documents are
generally consistent with the OWNER's construction program and requirements. No
review of such documents shall relieve the ARCHITECT of its responsibility for the
accuracy, adequacy, fitness, suitability or coordination of its work product;
H.
OWNER shall designate, in writing, representative(s) authorized to act in its behalf
with respect to the PROJECT. Initially the authorized representative of OWNER for
this PROJECT shall be the UCO Director of Architectural and Engineering Services;
however, OWNER may designate other or additional representatives by written notice
or notice sent to ARCHITECT.
I.
In addition to the foregoing, OWNER shall also:
(1)
Furnish to ARCHITECT written information upon which ARCHITECT shall
be entitled to rely as to its accuracy subject to any limitations, qualifications or
requirements of further investigation stated by OWNER at the time any such
information is furnished; provided this subsection shall not be interpreted to
relieve ARCHITECT of its responsibility to inform and advise OWNER when,
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in the exercise of its professional judgment, ARCHITECT knows or should
know that OWNER’s information is inaccurate or incomplete.
15. APPROVAL OF PLANS
A.
During the several phases of plan development as set forth above and described as
services of ARCHITECT in Paragraphs 3 through 8 hereof, ARCHITECT shall obtain
written approval of each phase from the UCO Director, Architectural and Engineering
Services, and where necessary, from governmental agencies having jurisdiction over
the design of the PROJECT before proceeding with development of the succeeding
phase.
B.
No final decision, with respect to a change in the original or any revised Plans or
Specifications shall be made without the prior written approval of the OWNER whether
before or after construction of the PROJECT has commenced.
16. FEES AND PAYMENTS TO ARCHITECT.
A.
For ARCHITECT’s assumption and performance of the services, duties, obligations
and responsibilities set forth in this Agreement, ARCHITECT shall be entitled to fees
and expenses and shall be paid as follows:
1.
Prior to the award of a Construction Agreement the fees for all the elements of
Basic Services shall be calculated and paid based on estimated construction cost
used to define the initial Maximum Contract Price of $______________
(amount on 13.B.).
2.
ARCHITECT shall be paid as its total fee for Basic Services hereunder an
amount equal to ________% of ______________ the total Construction Cost of
the Project, as hereinafter defined, allocated on the basis of the following
percentages for each of the respective phases previously described herein:
a. Schematic Design Phase, Paragraph 4 above, - (15%):
b. Design Development Phase, Paragraph 5 above - (20%):
c. Construction Documents Phase, Paragraph 6 above - (40%):
d. Award of Construction Agreement Phase, Paragraph 7 above - (5%):
e. Construction Phase, Paragraph 8 above - (20%):
The total Cost of Construction shall be equal to the amount of the bid(s) (bids in
the case of construction in two or more phases for the PROJECT and other line
items from ¶ 13. B. above which are included) accepted and awarded by
OWNER plus or minus the amount of all OWNER approved Change Orders.
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3.
With respect to additional services meeting the requirements set forth in
Paragraph 9 hereof, OWNER shall pay ARCHITECT on a monthly basis based
upon the hourly rates set forth in Exhibit A attached.
B.
ARCHITECT shall also be reimbursed on a monthly basis for proper Reimbursable
Expenses pursuant to the provisions of Paragraph 10 hereof.
C.
As a condition precedent to any payment due under this paragraph, ARCHITECT shall
submit monthly, unless otherwise agreed in writing by OWNER, an invoice to
OWNER requesting payment for services properly rendered and reimbursement for
Reimbursable Expenses due hereunder. ARCHITECT's invoice shall describe with
reasonable particularity the services rendered, which in the case of fees for Basic
Services may consist of a reasonable estimate of the percentage of each Phase having
been performed, the dates thereof or period covered thereby, and to the extent that
invoices are for Additional Services a detailed report showing the persons rendering
such services, their respective hourly rates and time expended. ARCHITECT's
invoices, for which reimbursement is sought, shall be accompanied by such
documentation as OWNER may reasonably require for data in support of the
Reimbursable Expenses. Each invoice (or cover letter thereto) shall bear the signature
of an authorized representative of ARCHITECT, which signature shall constitute
ARCHITECT's representation to OWNER that the services indicated in the invoice
have progressed to the level indicated, have been properly and timely performed as
required herein, that the Reimbursable Expenses included in the invoice have been
reasonably incurred, that all obligations of ARCHITECT relating to prior invoices have
been paid in full, and that, to the best of ARCHITECT's knowledge and informed
belief, the amount requested is currently due and owing, there being no reason known
to the ARCHITECT that payment of any portion thereof should be withheld.
D.
In the event that OWNER becomes credibly informed that any representations of the
ARCHITECT as set forth in this Agreement, are wholly or partially inaccurate, or if
ARCHITECT has breached this Agreement in any manner which has caused damage or
expense to OWNER, OWNER may withhold payment of sums then or in the future
otherwise due to the ARCHITECT until all inaccuracies and breaches and the causes
thereof are corrected to OWNER's reasonable satisfaction; provided, nothing in this
Subparagraph D shall be construed to limit any statutory or common law remedy
otherwise available to OWNER for any inaccurate representation or the breach of any
covenant, warranty, term or provision hereunder.
E.
Submission of the ARCHITECT's invoice for final payment and reimbursement shall
further constitute the ARCHITECT's representation to the OWNER that, upon receipt
of the amount invoiced, all obligations of the ARCHITECT to others, including its Subconsultants and consultants, incurred in connection with the PROJECT, to the level
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indicated, have been or will be paid in full.
F.
All payments to ARCHITECT shall be made within thirty (30) days after submission of
a monthly invoice by ARCHITECT and approved by OWNER for payment as set forth
in this Agreement; provided, however that final payment on ARCHITECT’s fee, except
for ten thousand dollars ($10,000.00) of the fee which will be retained until the end of
the one-year warranty period specified in subparagraph 8. K. of Paragraph 8 hereof and,
shall be made after final payment to the Contractor following acceptance of the
PROJECT by OWNER and after ARCHITECT has provided the reproducible record
working drawings called for in subparagraph 8. Q. (3) hereof. It shall be the
responsibility of ARCHITECT within ARCHITECT’s Basic Services to consult with
OWNER and the Contractor from time to time during the one-year warranty period
concerning those items of construction deficiency, which appear following occupancy
and commencement of general operation of the PROJECT.
G.
If any work designed or specified by ARCHITECT is abandoned or suspended in whole
or in part by OWNER, through no fault of ARCHITECT, except for circumstances in
which an abandonment or suspension results from bids in excess of the Maximum
Contract Price which shall be dealt with in accordance with paragraph 13 hereof,
ARCHITECT shall be paid for the services rendered prior to the receipt of written
notice from OWNER to abandon or suspend that work. In determining the basis of
payment for services rendered under such circumstances the percentages of fees
allocated to the respective Phases as above set forth in this paragraph shall be used as
the principal criterion, as follows:
At the completion of the:
Schematic Design Phase
Design Development Phase
Construction Documents Phase
Award of Construction Agreement Phase
Construction Phase
15.00%
35.00%
75.00%
80.00%
100.00%
In the event that the architectural work has not reached completion of one of the several
phases, the fee in such circumstance shall be based on a percentage of the services
performed to the time of any abandonment or suspension. Should the PROJECT be
stopped and then reactivated, under circumstances in which suspension results from
bids in excess of the Maximum Contract Price fees shall be dealt with in accordance
with Paragraph 13. Prior to actual commencement of the construction, the Maximum
Contract Price mentioned in Paragraph 13 shall be utilized for the payments
contemplated in this paragraph.
17. PROJECT RECORDS.
ARCHITECT’s records shall be maintained at ARCHITECT’s
principal place of business and available to OWNER and its authorized representatives or agents
subject to the following:
A.
Records to be maintained by the ARCHITECT shall include the following:
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(1)
Normal accounting and business records covering all costs and expenses in
connection with Basic Services, additional Services and Reimbursable Expenses
relating to the PROJECT kept in accordance with generally accepted accounting
principals.
(2)
All drawings, plans, specifications, submittals, correspondence, minutes,
memoranda, recordings, videos, and other data or information in electronic or
written formats relating to the PROJECT, its design and construction.
(3)
All records relating to the individuals who have expended time in the employ of
ARCHITECT on the PROJECT including the dates and times spent plus the
records of all Reimbursable Expenses incurred by ARCHITECT relating to the
PROJECT.
B.
OWNER shall have a right of inspection of all records described in subparagraph A
of this paragraph and the right to make copies of all such records during business hours
upon reasonable notice to ARCHITECT.
C.
ARCHITECT shall maintain and protect these records for no less than five (5) years
after the date of final completion of the PROJECT, or for any longer period of time as
may be required by law or good Architectural practice.
D.
ARCHITECT shall in its agreements with Sub-consultants and Consultants require all
Sub-consultants and Consultants to maintain records relative to the PROJECT in
accordance with the provisions of this paragraph.
18. OWNERSHIP OF DOCUMENTS
A.
The Contract Documents, which include but are not limited to, the documents and
reports relating to all Phases and aspects of the PROJECT, the construction drawings,
plans and specifications, PROJECT Records described in subparagraph 17. A. (2).
hereof, and any and all other documents or things prepared by ARCHITECT for the
PROJECT, shall become and be the sole property of OWNER. OWNER, without
reservation or time limitation, may use, reproduce, modify, distribute and display all
such PROJECT documents produced by ARCHITECT or its consultants for purposes
relating to the PROJECT such as renovation, repair, modification or addition thereto.
OWNER’s right of ownership of such documents shall not be construed as a
representation that they are suitable for use on any other PROJECT. ARCHITECT
shall be permitted to retain copies thereof for its records and for its future professional
endeavors. In the event the services of ARCHITECT are, for any reason, terminated
prior to completion of the PROJECT, all documentation on the PROJECT in any form,
including, but not limited to: drawings and sketches, project notes, plans, specifications,
and computations, are to be delivered to OWNER in their original form and in such
other form as reasonably may be required by the OWNER. OWNER shall not be
required to pay any additional compensation to use said documents to complete the
PROJECT. OWNER may, at OWNER’s expense, subsequently reproduce PROJECT-
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related documents or create a derivative work based upon PROJECT-related documents
created by ARCHITECT, so long as such work is on the same PROJECT or facility;
ARCHITECT may reproduce at its cost for its records all or any part of this material.
B.
ARCHITECT shall not be liable for errors or omissions in documents or designs that
are incomplete due to termination of this Agreement. ARCHITECT shall not be liable
to OWNER in any manner whatsoever in relation to their reuse.
19. INDEMNITY
A.
To the fullest extent permitted by law, ARCHITECT shall indemnify, defend and hold
harmless OWNER, its current and former regents, agents, representatives and employees
from and against any and all cost, damage, expense or liability whatsoever with respect to
any claims, demands, suits, penalties, damages, losses, costs, liabilities, fees and
expenses, including without limitation attorneys' fees and fees and expenses of experts
for, among other things, personal injury, bodily injury, death, economic loss,
discrimination, harassment, property damage, and product liability arising out of and/or
resulting, directly or indirectly, from any breach of this Agreement or any negligent or
willful acts or omissions of ARCHITECT, any Sub-consultant, Consultant(s) or any
subcontractor to ARCHITECT, or anyone directly or indirectly employed by or agents or
consultants to ARCHITECT, any Sub-consultant, Consultant(s) or any subcontractor to
ARCHITECT or anyone for whose acts they or any of them may be liable, in the
performance of their work on the PROJECT. In the event any party indemnified
hereunder is alleged to be liable for covered acts or omissions under this Paragraph,
ARCHITECT shall defend the indemnitee(s) through counsel chosen by ARCHITECT
with the advice and approval of any such indemnitee, such approval not to be
unreasonably withheld. For any reason, ARCHITECT’s obligations under this
Paragraph shall survive the expiration or termination of this Agreement by five (5)
years.
B.
OWNER requires that ARCHITECT and any Sub-consultant, Consultant(s) or
subcontractors performing work in connection with the Construction Agreement
Documents produced under this Agreement shall hold harmless, indemnify and defend
OWNER, its officers, agents, employees and others as described in sub-paragraph A
hereof to the same extent and effect as described in said sub-paragraph A; and to that
end ARCHITECT shall require its Sub-consultants and subcontractors to include
provisions to that effect in their Agreements with ARCHITECT and expressly provide
therein that OWNER and others so indemnified are, and are intended to be, third party
beneficiaries with respect to such provision and entitled to enforce it.
20. INSURANCE
The following coverages are required by UCO for this PROJECT. These coverages are based
on the value of the Project. The coverages provided by the ARCHITECT’S current insurance, shall be
considered part of Basic Services provided for the PROJECT. However, if the OWNER determines
that ARCHITECT’S coverages are not sufficient, ARCHITECT and OWNER shall negotiate
coverages that will be acceptable to OWNER.
A.
Professional Errors and Omissions Insurance -- ARCHITECT shall obtain, pay the
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premiums on and maintain continuously from the execution of this Agreement through
one year after Final Completion (warranty period per ¶ 8.K. above), Professional
Errors and Omissions Insurance with policy limits of not less than Five Million dollars
($5,000,000.00) per claim and Five Million dollars ($5,000,000.00) in the aggregate
with a deductible of not more than Seventy-Five Thousand dollars ($75,000.00). In
addition, all other Sub-consultants and consultants shall obtain and maintain
professional errors and omissions coverage with respect to design or other services
rendered by them in amounts commensurate with the responsibility of such Subconsultant or consultant in amounts not less than One Million dollars
($1,000,000.00 ) per claim and aggregate coverage and ARCHITECT’s agreements
with such Sub-consultants shall specifically contain this requirement; provided,
however, that OWNER, may in its discretion, reduce the amounts of coverages
hereunder with respect to Sub-consultants or Consultants which have very limited roles
in the PROJECT. All errors and omissions coverage obtained and provided pursuant to
this Agreement shall be on a claims-made basis unless OWNER approves in writing
any other basis.
B.
Notice of Current Professional Errors and Omissions Insurance Claims --Upon
execution of this Agreement, ARCHITECT shall promptly (within ten (10) days)
inform the OWNER, in writing, of any and all claims made against ARCHITECT as to
which ARCHITECT has notified its Professional Errors and Omissions insurance
carrier in the twelve (12) months prior to entering into this Agreement and of any
claims made prior to said twelve month period which are still pending or unresolved.
Such information shall include without limitation, the amount, general nature and status
of said claims.
C.
Notice of New Claims Against Insurance -- During the term of this Agreement or any
renewals or extensions thereof, ARCHITECT and its Sub-consultants shall notify
OWNER in writing, within thirty (30) days after receipt, of any and all claims made
against ARCHITECT or any such Sub-consultants with respect to which ARCHITECT
or any such Sub-consultants has been sued, or given notice, under any insurance policy
(including Workers Compensation & Liability) providing coverage for the OWNERS
PROJECT or in which it has been required to notify its Professional Errors and
Omissions insurance carrier. Notice to OWNER under this paragraph, shall include,
without limitation, the name, business address and telephone number of the claimant,
the date the claim was made and the amount, general nature and status of the claim;
provided, however, that nothing in this sentence shall require ARCHITECT or any Subconsultant to furnish OWNER detailed information in violation of any settlement
agreement, court order or insurance policy provision.
D.
Requirements for Insurance Companies & Minimum Coverages --ARCHITECT
shall for the duration of the PROJECT purchase from and maintain in a company or
companies lawfully authorized to do business in the State of Oklahoma, and having an
A.M. Best rating of “B+” or better, such insurance as will protect ARCHITECT and
OWNER from claims that may arise out of or result from ARCHITECT’s operations
under this Agreement and for which ARCHITECT may be legally liable, whether such
operations by ARCHITECT or by a Sub-consultant, Consultant(s) or anyone directly or
indirectly employed or retained by any of them, or by anyone for whose acts any of
them may be liable including the following coverages:
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Policy Type
1. Worker’s Compensation
2. Employer Liability
3. General Comprehensive Liability
Personal injury
Bodily injury -- including
Sickness, disease or death of any person
4. Property Damage -- Claims for damages
involving injury to or destruction of
tangible property including loss of use
resulting therefrom
5. Third-Party Liability -- Claims for damages
for bodily injury, death of a person or
property damage arising out of ownership,
use or maintenance of a motor vehicle or
other pieces of equipment owned, rented or
leased, and used in conjunction with
PROJECT
Minimum Amount Required
Statutory
$5000,000 per occurrence
$1,000,000 per occurrence
$2,000,000 aggregate
$1,000,000 per occurrence
$2,000,000 aggregate
$1,000,000 per occurrence;
$1,000,000 aggregate
See ¶ 20. A. Above
6. Professional Errors and Omissions
(1)
Notice & Certificates: The coverages provided herein shall contain an endorsement
providing thirty (30) days notice to OWNER prior to any reduction, modification or
cancellation of any such coverage, or upon any material change in coverage.
Additionally, at the time of execution of this Agreement, in the case of ARCHITECT,
and at the times of execution of any Agreements between ARCHITECT and its Subconsultants and Consultant(s), their respective insured’s shall furnish certificates
evidencing the coverage’s required herein, which certificates shall be updated and
furnished to OWNER every six months thereafter and upon any material change in
coverage.
(2)
Deductible: All insurance provided under this paragraph shall be in standard form for
the type of insurance policy involved, have no unusual exclusions or exceptions to
coverages and have no deductibles in excess of One Thousand dollars ($1,000.00) per
occurrence unless otherwise consented to in writing by OWNER.
21. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Oklahoma, without giving force
and effect to its choice of Law Provisions or to which party drafted particular provisions of this
Agreement, and the United States of America. Any legal action relating to this Agreement shall be
filed in a Court of competent jurisdiction in Oklahoma County, Oklahoma, to which jurisdiction and
venue ARCHITECT expressly agrees.
22. SUCCESSORS AND ASSIGNS
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ARCHITECT shall not assign its rights hereunder, except its right to payment, nor shall it
delegate any of its duties hereunder without the prior written consent of OWNER. ARCHITECT shall
notify OWNER in writing of the identity of any assignees and the terms of the assignment. No such
assignment shall be valid unless the assignees agree in writing at the time of the assignment that such
assignment is subject to all of the terms and conditions of this Agreement and to all of OWNER’S
rights and privileges hereunder and under applicable law. Any merger, consolidation or other change
in control of ARCHITECT’s firm shall be deemed an assignment. Subject to the provisions of the
immediately preceding sentence, OWNER and ARCHITECT, respectively, bind themselves, their
successors, assigns and legal representatives to the other party to this Agreement and to the successors,
assigns and legal representatives of such other party with respect to all terms of this Agreement.
23. NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall create a contractual relationship with, or any rights in favor of,
any third party except to the extent described or contemplated in paragraphs 19 and 20 hereof.
24. TERMINATION
This Agreement may be terminated by either party upon seven (7) days' written notice to the
other party upon the occurrence of a Breach of this AGREEMENT as defined in Paragraph 25 hereof,
if through no fault of the party initiating the termination. Furthermore, this Agreement may be
terminated by OWNER without cause, i.e. not resulting from a Breach, upon seven (7) days' written
notice to ARCHITECT. In the event of such a termination without cause, ARCHITECT shall be
compensated as provided in sub-paragraph 16.G. of Paragraph 16. hereof for all services performed
prior to the termination, together with any Reimbursable Expenses incurred. In such event,
ARCHITECT shall promptly submit to OWNER its invoice for final payment and reimbursement
which invoice shall comply with the provisions of Paragraph 16 hereof. OWNER shall be entitled to
retain all materials produced by ARCHITECT through the date of termination and shall be entitled to
use such materials in accordance with Paragraph 18 hereof.
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25. DEFAULT, BREACH, CURE
A.
Under this Agreement, ‘Default’ shall mean a breach of, or a failure, by either party to
perform the material terms of this Agreement. Upon the occurrence of such an event
the non-compliant party shall be notified in writing by the other party. The noncompliant party shall be given ten (10) working days after receipt of such notice to cure
such non-compliance.
B.
Under this Agreement, ‘Breach’ shall mean a breach of, failure to perform, the material
terms of this Agreement and failure to cure the same as provided in this paragraph.
When a breach shall occur, the non-breaching party shall have the right to consider this
Agreement null and void and may demand full and final payment or delivery of all
services or payments, as the case may be, which are due up to the date that Breach
occurred. The non-breaching party may terminate the Agreement without penalty; or
request mediation to determine if reinstatement of the Agreement is feasible.
C.
Under this Agreement, both parties are bound by good faith to honor the terms of this
Agreement and to do what is necessary to preserve the Agreement to the benefit of
each.
26. NOTICES
Notices, invoices, communications and payments shall be submitted to the offices identified
below. Contractual notices and communications hereunder shall be deemed to have been made three
(3) business days after being deposited in the United States mail if given by registered or certified
mail, return receipt requested, postage prepaid and addressed to the party to receive such notice or
communication at the address given below, or such other address as may hereafter be designated by
notice in writing, or, if actually received by the person notified by regular mail, Federal Express, email or fax on the date of such actual receipt.
OWNER:
The University of Central Oklahoma
Director,
Architectural and Engineering Services
Campus Box 148
100 North University Drive
Edmond, OK 73034
ARCHITECT:
________________________________
________________________________
________________________________
________________________________
________________________________
________________________________
with copies to:
Steve Kreidler
Campus Box 173
100 North University Drive
Edmond, OK 73034
Either party shall be entitled at any time upon ten (10) days written notice to the other party to
change the person or the addresses for notices hereunder.
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27. WAIVER
Any waiver, expressed or implied, by either party of any breach of any term, provision or
condition contained herein shall operate as such only in the specific instance and shall not be
construed as an assent or waiver of any subsequent breach of any term, provision or condition of this
Agreement.
28. FORCE MAJEURE
Neither party to this Agreement shall be liable for any breach of this Agreement or failure to
perform its terms, if such breach or failure is a result of “Force Majeure” as defined herein. “Force
Majeure” shall be deemed to include only the following: acts of God or of the Public Enemy, Acts of
the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, embargoes, and unusually severe weather, but in every case, the failure to perform
must be beyond the control and without the fault or negligence of ARCHITECT or OWNER, as the
case may be.
29. ENTIRE AGREEMENT
This Agreement represents the entire agreement between OWNER and ARCHITECT and
supersedes all prior communications, negotiations, representations, or agreements, either written or
oral. This Agreement may be amended only by written instrument signed by both OWNER and
ARCHITECT.
30. RELATIONSHIP OF PARTIES
The relationship of the parties in this Agreement shall be that of owner and independent
contractor. Nothing in this Agreement shall be construed to make either party the legal representative,
partner, joint venturer or agent of the other party, nor shall either party have the right or authority to
assume, create or incur any liability or any obligation of any kind, either expressed or implied, in the
name of or on behalf of the other party.
31. ATTORNEY’S FEES
In the event that either party to this Agreement commences an action in either law or equity to
enforce the terms of this Agreement, the non-prevailing party shall pay to the prevailing party
reasonable attorney’s fees as are fixed by a court of competent jurisdiction.
The OWNER and ARCHITECT hereby agree to perform fully the terms and provisions of this
Agreement.
IN WITNESS WHEREOF they have set their hand and seal.
OWNER:
ARCHITECT:
The University of Central Oklahoma
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By:___________________________________
By:__________________________________
(Signature)
(Signature)
Steve Kreidler, Executive Vice President
(Printed Name, Title and Address)
Campus Box 173
100 N. University Drive
Edmond, OK 73034
_____________________________________
(Printed Name, Title and Address)
______________________________________
_____________________________________
(Date of Execution)
(Date of Execution)
[seal]
Attest: ________________________________
[corporate seal]
Attest: ______________________________
Notary Public
(Officer of the Corporation)
Commission No. ___________________ Expires ____________
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NON COLLUSION AFFIDAVIT
STATE OF
COUNTY OF
)
) ss.
)
_____________________________, of lawful age, being first duly sworn, on oath says:
1.
(s)he is the duly authorized agent of _________________________, the ARCHITECT
under the Agreement for Architectural Services, which is attached to this statement, for the purpose of
certifying the facts pertaining to the giving of things of value to government personnel in order to procure
said Agreement;
2.
(s)he is fully aware of the facts and circumstances surrounding the making of the
Agreement for Architectural Services to which this statement is attached and has been personally and
directly involved in the proceedings leading to the procurement of said Agreement; and
3.
neither the ARCHITECT nor anyone subject to the ARCHITECT’s direction or control has
paid, given or donated or agreed to pay, give or donate to any officer or employee of the State of
Oklahoma any money or other thing of value, either directly or indirectly, in procuring the contract to
which this statement is attached.
Further Affiant sayeth not.
_____________________________________________
Name/Title
Subscribed and sworn to before me this ________ day of ______________________, 20_____.
_____________________________________________
Notary Public (or Court Clerk or Judge)
My Commission Expires:
_________________________________
Commission Number:
_________________________________
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EXHIBIT A
TO THE AGREEMENT FOR PROFESSIONAL ARCHITECTURAL SERVICES BETWEEN THE UNIVERSITY
OF CENTRAL OKLAHOMA (OWNER) AND ( Insert name ) (ARCHITECT)
ADDITIONAL SERVICES BILLING RATES
INSERT NEW NAMES and RATES
Position
Hourly Billing Rate
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