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HomeMy WebLinkAboutC2011-494 - 12/13/2011 - Approvedp r CONTRACT FOR ARCHITECTURUAL SERVICES DESTINATION BAY AGREEMENT made as of the 13 day of December in the year 2011. BETWEEN the Architect's client identified as the Owner: City of Corpus Christi, a Texas Home -Rule Municipal Corporation 1201 Leopard St. Corpus Christi, TX 78401 Mailing Address: Attn: Director of Engineering Services City of Corpus Christi. PO Box 9277 Corpus Christi, TX 78469 and the Architect: Hargreaves Associates, Inc. 398 Kansas Street San Francisco, California 94103 for the following Project: The Owner and Architect agree as follows. The PPS "Place Making at Destination Bayfront" document is a conceptual guideline and starting point for the project. The final park program and site plan will be developed and refined through the course of the Scope of Work addressed in this contract. From the PPS "Place Making at Destination Bayfront ", the vision for Destination Bayfront is: to be a major destination in Corpus Christi, a gathering place for the people of the City that combines beach, pant cultural and event activities in a unique multi -use, active and inclusive place. Destination Bayfront. is the area along Shoreline Boulevard that extends from Furman Avenue on the south to Coopers Alley and the Art Center on the north. It is envisioned as a place that is both quiet and restful and also one that provides for a variety of recreational, cultural, educational, social and Veterans' activities. It will be an important new public space for the City where people come together in an environment that is inclusive, comfortable, and easily accessible from the Downtown and adjacent neighborhoods. It will be well managed and include the types of uses and programs that will help make it economically sustainable. As described in the RFQ, "Destination Bayfront will have a series of smaller places within it that will attract people at different times of day, week and year. These places include three "squares" that will be the driving force of the site: Gateway Square, the gateway to Destination Bayfront from the south and the main entrance and drop off area for McGee Beach; the Zocalo, the "central square" located on the site of the former Memorial Coliseum extending across the former North Shoreline Boulevard over the existing jetty; and the Square of Arts and Culture that will provide a stronger presence and identity for the Art Center and a place for programs and events related both to the Art Center and the Veterans Memorial. Sherrill Park will wraparound the Square of Arts and Culture and will be a major destination related to remembrance, health, wellness and education. Other important places include: McGee Beach and McCaughan Park; the Shoreline Promenade located in the space formerly occupied by North Shoreline Boulevard; Park Avenue Pier adjacent to the Zocalo which will extend over the existing breakwater; the Bayfront Water Recreation and Education Area between the existing T -head and the proposed Pier; a modern day "pleasure garden" reminiscent of Corpus Christi's historic character, referred to here as the "Old Town Pleasure Garden'; flexible Festival Spaces for various sizes of temporary events; and the areas on 2011 -494 ' 7 m- 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights 1 7� p ; protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this M2011 -272 t in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law: 12/13/11 Document, but a template produced by AIA® Contract Documents software for producing a customized Hargreaves Associates, Inc. INDEXED both sides of Shoreline Boulevard which will create a strong connection between Destination Bayfront and the adjacent neighborhoods." Several important themes emerged from the. Placemaking process thus far for transforming the site along the Bayfront into a major destination in Corpus Christi and beyond. In conjunction with specific program and design ideas generated in the workshops, these themes are intended to serve as the basis for the program of uses outlined in the Placemaking at Destination Bayfront report. • There should be a strong connection between the Downtown and the Bayfront. • The site will attract a broad range of Corpus Christi residents and visitors including a variety of age, ethnic and income groups. • Amenities and infrastructure should support activities of varying sizes. • Provision should be made for infrastructure to accommodate both large events - - + Additional opportunities to use the water for recreation should be developed. • A strategy for the ongoing economic sustainability of the site should be developed and the overall management should be a key ingredient in this strategy, TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES S COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 1.3 SCOPE OF THE AGREEMENT EXHIBIT A - SCOPE OF WORK EXHIBIT B - INSURANCE REQUIREMENTS EXHIBIT C - PROJECT SCHEDULE EXHIBIT D -ARCHITECTS FEE SUMMARY AIA Document B101T "l - 2007 (Formerly B151TM - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All 2 rights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AIA® Contract Documents software for producing a customized Document. ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article 1 and in Exhibit A. § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: TBD .2 Substantial Completion date: TBD § 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement, as specifically noted in Exhibit A, which is attached hereto and which is incorporated and made part of this Agreement by reference. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. The Architect shall designate as representative an individual authorized to bind the Architect, and whom the Owner can rely to bind the Architect. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. Architect shall sign and attach to this Agreement a completed Disclosure of Interest Form under City of Corpus Christi Ordinance No. 17112, as amended. Throughout the term of this Agreement, the Architect shall disclose a conflict of interest to the Owner. § 2.5 The Architect shall maintain the following insurance for the duration of this Agreement. Insurance requirements set forth in Exhibit B of this Agreement. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services.' §31.1 The Architect shall manage the Architect's services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. § 3.1.3 The initial project schedule is as outlined in Exhibit C. Time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall . adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. §3.1.4 The Architect shall, at appropriate times, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. AIA Document B101TM - 2007 (formerly B15rM - 1997). Copyright (D 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All 3 nights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AIAO Contract Documents suftware for producing a customized Document. s. § 3.1.5 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall: present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design .approaches. The Architect shall reach an understanding with the Owner regarding the requirements. of the Project. § 3.2.4 Based on the Project's requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling. Preliminary selections of major building . systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives, such as material choices and building.orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. The estimates of the Cost of the Work, and any adjustments thereto, must indicate, in a level of detail satisfactory to the Owner, the cost of each category of work involved in constructing the Project and shall include an estimate of the period of time required from the commencement to the completion of construction of the Project. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documenta for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. AL Document B101Tm - 2007 (formerly 13151" - 1997). Copyright* 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All 4 rights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AIA® Contract Documents software fnr producing a customized Document. § 3.3.2 The Architect shall update the estimate of the Cost of the Work. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work. § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval. § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL Following the Owner's approval of the Construction Documents;.. the Architect shall assist the Owner in (1) obtaining competitive bids; (2) confirming. responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction, § 3.5.2 COMPETITIVE BIDDING § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by .1 attending a pre -bid conference for prospective bidders; .2 preparing responses to questions.. from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda; and .3 preparing and organizing the proper notice under the Texas Code Local Government Code and the City's Codes, Policies, and Procedures; .4 organizing and assisting the City with conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner; .5 make a recommendation to the City as to the award of the bid. § 3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. AIA Document B101TH - 2007 (formerly B151Tm - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: 11iis AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA* Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AIAO Contract Docutnents software for producing a customized Document. § 3.6 CONSTRUCTION PHASE SERVICES § 3.6.1 GENERAL § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the City of Corpus Christi's General and Special Provisions for Construction. If the Owner and Contractor modify AIA Document A201 -2007, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services, The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents, The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 EVALUATIONS OF THE WORK . § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4,3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall .interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor, The Architect's response to such requests shall be made in writing within any time Iimits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making . such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A201- -2007, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. AIA Doemnent B10ITM - 2007 (formerly B151T' - 1997). Copyright (D 1974, 1978, 1987, 1997 and 2007 by The Aineriumi Institute of Architects. All 6 rights reserved. WARNING: Tlris AIA t Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis AIA® Document, or any portion ofit, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AIAV Contract Docrunents software for producing a customized Docmnent. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall be a representation that the Architect in conjunction with the owner has confirmed that the Contractor has submitted all required data and information with it Application for Payment. § 3.6.3.3 The Owner shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval..The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4.2 In accordance with the Architect - approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as diniensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor. that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. AIA Document 13101T -2007 (formerly B151TM - 1997). Copyright ®.1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All 7 rights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of thus AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AIA® Contract Documents software for producing a customized Document. § 3.6.5 CHANGES IN THE WORK § 16.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work § 3.6.6 PROJECT COMPLETION § 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) . affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; (3) any other documentation required of the Contractor under the Contract Documents; and (4) Performance and Payment Bonds and related correspondence. § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and. performance. ARTICLE 4. ADDITIONAL SERVICES § 4.1 Additional Services listed in Exhibit A are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in Exhibit A as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. § 4.2 A description of each Additional Service designated in Section 4.1 as the Architect's responsibility, is further described in Exhibit A attached to this document. § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not Iimited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurementor delivery method; ATA Document B101TK- 2007 (formerly 13151TM - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All g rights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AIA® Contract Documents software for producing a customized Document. .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives,. such as unique _system designs, in -depth material research, energy modeling, or LEED® certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .8 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .9 Assistance to the Initial Decision Maker, if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give. prompt written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner - provided information, Contractor - prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom; or .6 To the extent the Architect's, Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion identified in Initial Information, whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 Two reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor .2 Bi- weekly visits to the site by the Architect over the duration of the Project during construction .3 One inspections for any portion of the Work. to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 One inspections for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within twelve (12) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships; flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request AIA Document B101T - 2007 (formerly BISITm - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All 9 rights reserved. WARNING: Tlris AIA t Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis AIA® Document, or any portion ofit, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AIA® Contract Documents software for producing a customized Document. from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5:3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5A The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys; pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall coordinate the services of its own consultants with services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its professional liability insurance as appropriate to the services provided. § 5.7 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.10 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 5.11 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the .Owner and' Contractor, including the General Conditions of the Contract for Construction. § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ACA nocument B101TM - 2007 (formerly 13151T - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. Ali 10 rights reserved. WARN ING: This AIA ® Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AJA® Contract Documents software for producing a customized Document. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this . Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights -of -way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated. Cost of the Work to meet the Owner's budget for the Cost of the Work. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requests detailed cost estimating services, the Architect shall provide such services as an Additional Service under Article 4. § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, through no fault of the Architect, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market, § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate recommendations to the Owner to. adjust the Project's size, quality or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .5 implement any other mutually acceptable alternative. § 6.7 If. the Owner chooses to proceed under Section 6.6.4, the Architect, without additional compensation, shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under . Section 6.6.1. The Architect's modification of the Construction Documents shall be the Iimit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. ACA Document B101T 1 -2007 (formerly B151 - 1997). Copyright 0 1974, 1978, 1987, 1997 and 2007 by The American lnstitute of Arclutects. All 11 rights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or i distribution of this AIAO Document, or any portion of it, may result in sever civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA6 Contract Document, but a template produced by AIA® Contract Documents software for producing a customized Document. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub - subcontractors, and material or equipment suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. T The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 GENERAL § 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of nonbinding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than TO years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.7. § 8.2 MEDIATION § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to ]mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien. . arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with . the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days AIA Document ]3101? -2007 (formerly B15Y M - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American institute of Architects. All 12 rights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion o €it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law_ "this document is not an original MAX Contract Document, but a template produced by AIA® Contract Documents software for producing a customized Document. from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: [ ] Arbitration pursuant to Section 8.3 of this Agreement [X] Litigation in a court of competent jurisdiction [ ] Other (Specify) § 8.3 ARBITRATION § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement, any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the arbitration. § 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. § 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 8. 3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof § 8.3.4 CONSOLIDATION OR JOINDER § 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 8.3.4.2 Either party, at its sole discretion, may include. by . joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the' Owner and Architect under this Agreement. AIA Document 13101T - 2007 (formerly 13151r - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American institute of Architects. All 13 rights reserved. WARNING: This AIA 0 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAV Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documeat is not an original AIA® Contract Document, but a template produced by AIA® Contract Documents software for producing a customized Document. T . ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior, to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not Iess than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201 -2007, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the . Architect shall assign this: Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 10.5 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to; hazardous materials or toxic substances in any AIA Document B101T'" - 2007 (formerly BISITM - 199 Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All 1.4 rights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this A[AO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Document, but a template produced by AlA® Contract Documents software for producing a customized Document. r, t, format the Project site. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. In the event that the Architect or any other party encounters asbestos or hazardous or toxic materials at the job site, or should it become known in any way that certain materials may be present at the job site or any adjacent areas that may affect the performance of the Architect's services, the Architect shall suspend performance of service on the Project, notify Owner immediately, and not resume performance of service until the Owner retains appropriate specialist consultant's or contractor's to identify, abate and/or remove the i asbestos or hazardous or toxic material, and/or warrant that the job site is in full compliance with applicable laws and regulations. § 10.6 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall'not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. § 10.7 If the Architect or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information, or (4) as required by law. This section shall not apply to information in whatever form that comes into the public domain, nor shall it restrict. the Owner from giving notices required by law or providing information under the Public Information Act in order to comply with an order to provide information or data when such order is issued by a court, administrative agency, the Office of the Texas Attorney General, or other authority with proper jurisdiction, or if it is reasonably necessary for the Owner to defend itself from any suit or claim. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect per Exhibit D. § 11.2 For Additional Services designated in Section 4. 1, the Owner shall compensate the Architect per Exhibit D. § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Architect as negotiated when required, § 11.4 Compensation for Additional Services of the Architect's consultants When not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus five percent (5 %). § 11.5 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. Per consultant's hourly rate sheet in place at execution of contract. § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out -of -town travel and subsistence; .2. Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extranets; j .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard form documents; .5 Postage, handling and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; AIA Document B101TM- 2007 (formerly 13151Tm - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All 15 rights reserved. WARNING: Tlis AIA ® Document is protected by Us, Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis AIAO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible wader the law. This document is not an original AIA® Contract Docuunent, but a template produced by AIA® Contract Documents software for producing a customized Document. t.' .7 Renderings, models, mock -ups, professional photography, and presentation materials requested by the Owner; .8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project - related expenditures. I § 11.8.2 The total reimbursable expenses shall not exceed the amount outlined in Exhibit D without Owner's approval. § 11.10 PAYMENTS TO THE ARCHITECT § 11 .10.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed, Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid thirty (30) days after the invoice date shall bear interest at the rate .entered below, or in the absence thereof at the Iegal rate prevailing from time to time at the principal place of business of the Architect. 12% §11.10.2 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the: amounts in a binding dispute resolution proceeding. § 11.10.3 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: None. ARTICLE 13 SCOPE OF THE AGREEMENT § 131 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 13:2 This Agreement is comprised of the following documents listed below: A Exhibit A — Scope of Work .2 Exhibit B — Insurance Requirements .3 Exhibit C — Project Schedule .4 Exhibit D — Architect Fee Schedule ArA Document BLOLTm - 2007 (formerly S151TI - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All 16 rights reserved. WARNING: This AIA ® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis AIA@ Document, or any pomon of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document is not an original AIA® Contract Docwnent, but a template produced by AIA® Contract Documents software for producing a customized Document. This Agreement entered into as of the day and year first written above. CITY OF CORPUS CHRISTI HARGR V SSOCIATES 2• G• tl � / I �i� Johnny Perales, P.E. Date A911h riz R pre ntative Da e Assistant City Manager RECOMM D Pete Anaya, P.E. Date Director of Engineering Services ATTEST Cam+ ?if Z AU KOKILU.- BY COUNCIL Armando Chapa Date City Secretary APP ZOVED TO M Veronica 6cahas Date Assitant City Attorney i i i i I AIA Document B101Tm - 2007 (formerly B151TM - 1997). Copyright d 1974, 1978, 1987, 1997 and 2007 by The Ainerican Insti tute of Architects. All 17 rights reserved. WARNING: This ALA & Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA& Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This docwnent is not an original AIA& Contract Document, but a template produced by AIA® Contract Documents software for producing a customized Document. DESTINATION BAYFRONT HARGREAVES TEAM SCOPE OF WORK 11/29/2011 Exhibit A Scope of Work, Deliverables, Exclusions and Client Provided Information A. The scope of these services shall include: 1. Program Validation and Development 2. Site Planning and Professional Landscape, Architectural and Engineering Services for Site Analysis, Concept Design, and Schematic Design. Design Development, Contract Documents, and Construction Observation to be amended to this contract at a later date. 3. Cost Estimating 4. Phasing Plans 5. Economic Opportunities Analysis, Capital Funding and Revenue Plans 6. Operations & Maintenance and Organizational Plans 7. Fixed and Temporal Programming (Events and Activities) Planning 8. Coordination and design input into character of adjacent Realigned Shoreline Drive. Shoreline Drive engineering is assumed to be by others, under separate contract with the City. Design Team input excludes production of presentation or technical drawings. 9. Presentations & Meetings with Destination Bayfront Advisory Group, Stakeholders, City and Public: Hargreaves Associates will lead all primary client group and public meetings, and will involve key consultant team members as appropriate. Hargreaves Associates may authorize consultants to lead small working group meetings as appropriate. 10. Team and Project Management: team coordination, meeting agendas and meeting notes, and project schedule (including milest :ones for key City and Public communication) B. Hargreaves Associates will retain and direct the services of registered professional consultants for the following services: 1. Architectural Design, including related site analysis and planning, conceptual and schematic design of buildings and shade structures, associated development of sustainable building systems and cost estimate review. 2. Economics Advising, including Market Analysis, Capital Funding and Revenue Plans, and assessment of site redevelopment potential and adjacent site redevelopment opportunities.' Exhibit A Page 1 of 11 DESTINATION BAYFRONT HARGREAVES TEAM SCOPE OF WORK 11/29/20!11 3. Operations and Maintenance / Governance Consulting 4. Local Architectural Team Support, for coordination with Design Team, local Engineers, Shoreline Drive team, Real Estate consultant, and working meetings with City/ Focus Groups as appropriate. 5. Local Landscape Architectural research, including regional ecologies, planting and soils recommendations, and review of landscape costs G. Preliminary Civil and Marine Engineering recommendations, identification of critical issues, and cost estimate review. Any Design Team assessment of existing jetties, seawall and recommendations for renovations / new construction of in -water structures shall be based upon Client- provided as -built drawings, Client - provided technical data, and /or visual assessment of existing structures. 7. Preliminary Environmental Conditions evaluation and assessment of habitat considerations and opportunities. Any Design Team recommendations shall be based upon Client provided records, Client - provided technical data, or visual assessment. 8. Preliminary Structural Engineering recommendations, identification of critical issues, and cost estimate review. Any Design Team assessment of existing seawall and retaining walls and recommendations for renovations / new construction shall be based upon Client - provided as -built drawings, Client - provided technical data, and /or visual assessment of existing structures. 9. Preliminary Electrical Engineering recommendations for site power, event infrastructure needs, and cost estimate review. 10. Conceptual Fountain MEP Order of Magnitude Cost Estimate and Order of Magnitude Operations Budget based on comparable projects for up to 4 Water Feature elements (as needed). 11. Cost Estimating. Order of Magnitude costs based on per acre costs of comparable projects shall be provided for concept level design; Schematic Design level cost estimating based on per square foot costs of programmatic areas of comparable projects shall be provided as part of Schematic Design. 12. Public Outreach, for preparation / participation in four Community Meetings. I 13. Program Consulting, for development of a plan for regularly occurring, seasonal and special events and integration of existing Corpus Christi festivals and events. i Exhibit. A Page 2 of 11 FM DESTINATION BAXFRONT HARGREAVES TEAM SCOPE OF WORK 11/29/20;11 PROCEDURE Task A. Site Analysis and Pro rammin g Validation Duration: 5 weeks from date of written authorization by Client. Goals: To assemble, review and confirm relevant information about the project area, with a focus on urban context, environmental conditions and financial economic redevelopment opportunities. Review ands evaluate existing and future conditions of the base context. Identify opportunities and constraints in consideration of potential park programming/ design. Subtasks: 1) Data Collection / Site Analysis a. Review and Assess information supplied by the City: • Topographic / Utility Survey (provided by the city) - Hargreaves team to review draft survey / as -built drawings and determine if additional survey work is required. • ROW and Easement Information if not provided on Survey • As Built Drawings for Seawall, Jetty, Memorials, and any other features that may remain in place • Shoreline Drive / Other Road Realignment Drawings • Deed Restrictions / Development Agreements • Previous Master Plans, including Parks Master Plan, Community Integrated Sustainability Plan, South Central Development Area Plan and Shoreline Drive/ Traffic Engineering Studies b. Research and assess existing environmental / habitat conditions based on readily available documentation. c. Review available subsurface soil and groundwater information, geologic maps and other information pertinent to site interventions. d. Analyze urban context, relationship to proposed sites/ plans within neighborhood and along Bayfront, existing view and circulation corridors, destinations and origins, surrounding land use and connections from the park to adjacent sites, private access and intersections, existing and proposed transit, bike, pedestrian and bus routes, edge conditions, wind and sun /shade patterns, unique site constraints, and visual / physical connections to the water. 2) Shoreline Drive Coordination a. Review and comment on current plans for Shoreline Drive. b. Coordinate with Shoreline Drive Engineering Team as appropriate within the schedule parameters of this scope of work. No deliverables are included for this subtask. I 3) South Central Development Plan Coordination a. Provide preliminary input on South Central Development Plan. b. Coordinate with City planning staff as appropriate within the schedule parameters of this scope of work. No deliverables are included for this subtask. I I I EXhibit A Page 3 of 11 DESTINATION BAYFRONT HARGREAVES TEAM SCOPE OF WORK 11/29/2011 4) Progr a. Assemble up to three precedent studies of urban park programming related to quantity and type of program, relative construction cost, and perceived park benefit. b. Identity priorities and review proposed program in relation to capital expense, revenue generating capacity, and'park identity/ function. Trip 1 Kick -Off Meetings / Deliverables Meeting schedule assumes two working days in Corpus Christi. • Client Group Kick -off Meeting • Presentation to or Meeting with key stakeholder groups: Corpus Christi's opportunities and challenges, setting economic context for park planning and investment, facilitation of goal - setting discussion (HR &A) • Shoreline Drive Coordination Meeting • Summary of Findings from Phase 1 will be presented in Advisory Group / Community Meetings #1 below. Task B. Concert Desion Duration: 15 weeks following completion of Task A Duration allows 1 week at the beginning of Subtask 1)Program Development and Preliminary Concept Design for confirmation and acceptance of project direction to date and authorization to proceed by Client, and 1 week at the beginning of Subtask 2)Final Concept Design for confirmation and acceptance of project direction to date and authorization to proceed by Client. Goals: Develop park program and identify options for site planning and phasing, incorporating information gained in 'bask A. Evaluate and incorporate previously adopted program recommendations and input from stakeholders. Subtasks: 1) Program Development and Preliminary Concept Design a. Validate and refine program in "Placemaking at Destination Bayfront" report. b. Develop options indicating alternative solutions to program placement/ site planning based on site analysis and economic opportunities assessment. c. Develop Preliminary Landscape concepts. d. Develop Preliminary Civil/ Ecological assessment of h1abitat considerations and opportunities, feasibility of re- creating natural coastal landscapes. j e. Develop Preliminary Architectural concepts. f. Provide ongoing Input on Shoreline Drive and South Central Development Plan, as related to the park. I Exhibit A Page 4 of 11 I DESTINATION BAYFRONT HARGREAVES TEAM SCOPE OF WORK 11/29/2011 Deliverables • Precedent Images • Illustrative Concept Option Site Plans and /or Rough 3D Aerial Views • Order of Magnitude Cost Estimates Trip 2 Meetings Meeting schedule assumes two working days in Corpus Christi. • Destination Bayfront Advisory Group Meeting 41: .Presentation of Site Analysis, Programming, and Concept Options • Community Meeting ##1: Presentation of Site Analysis, Programming, and Concept Options. • Up to 2 additional presentations to Focus Groups to be coordinated by the Client. Subtasks: 2) Final Concept Design a. Development of Preferred Concept Design b. Development of landscape concepts c. Development of architectural concepts d. Phasing Recommendations and Assessment of Preliminary Financial/ Operational Goals e. Preliminary Assessment of Sustainable Opportunities f. Ongoing input on Shoreline Drive and South Central Development Plan, as related to the park Deliverables • Illustrative Concept Plan • Aerial Perspective of Concept Plan • Perspective Renderings of Key Outdoor Spaces and Architecture in Context (up to four) • Brief Project Narrative for Fundraising Purposes • Order of Magnitude Concept Design Cost Estimate • Park Naming Plan -- Potential Public Participation Phase Trip 3 Meetings Meeting schedule assumes two working days in Corpus Christi.: • Destination Bayfront Advisory Group Meeting #2: Presentation of Final Concept Design • Community Meeting 42: Presentation of Final Concept Designi • Up to 2 additional presentations to Focus Groups to be coordinated by the Client. Task C. Supplementary Plans - Concept Design Duration: 17 weeks concurrent with Tasks A & B Coals: Develop phasing and financial plans to support the i implementation of the park and its long term economic viability: Exhibit A Page 5 of 11 DESTTNATION BAYFRONT 1 HARGREAVES TEAM SCOPE OF WORK 11/29/2011 Subtasks: 1) Economic Opportunities Analysis (concurrent with Site Analysis/ Progr ng) a. Research and assess other readily available reports and information, including ownership information, transportation and utility system plans, local development incentives, and real estate assessments. b. Interview key business, civic, tourism leaders c. Background research and analysis: survey of economic and real estate conditions. 2) Assess Operations and Maintenance requirements of proposed concepts 3) Park Naming Plan - identify options for naming process and potential schedule for Advisory Group, City, and Public involvement. 4) Provide financial and O&M oriented review/ input for Programming and Concept Design development 5) Assess funding and phasing options based on Concept Design 6) Develop strategies for potential public/ private funding, fixed revenue sources, and potential revenue from temporary events and rentals 7) Provide precedent research/ benchmarks from comparable projects and cities for all items above 8) Assess site sustainability opportunities Deliverables: • Ballpark Operations and Maintenance Budgets for Concept Design Options and Final Concept Design • Park Naming Plan • Revenue Plan for Overall Park, based on Concept Design • Capital Funding Plan for Overall Park, based on Concept Design Trip 1 Kick -Off Meetings • Reconnaissance meetings with business, tourism and civic leaders for Economic Opportunities Analysis (HR &A) Trip 2 Meetings • Reconnaissance meetings with City staff for Operations & Maintenance / Governance research (ETM) Trip 3 Meetings • Advisory Group Meeting #2 or Focus Group Meetings: Presentation of Financial Plans at Completion of Concept Design and Preliminary Operations and Maintenance / Governance Discussion Task D: Schematic Design Duration: 20 weeks following completion of Tasks A, B, and C Duration allows 1 week at the beginning of Subtask 1) 50% Schematic Design for confirmation and acceptance of project direction to date and authorization to proceed by Client, and 1 week at the beginningof Subtask 2) 100% Schematic Design for confirmation and acceptance of project direction to date and authorization to proceed by Client. Exhibit A Page 6 of 11 DESTINATION BAYFRONT HARGREAVES TEAM SCOPE OF WORK 11/29/2011 Goals: The Hargreaves Associates Team shall prepare drawings furthering the general site design and shall provide a budgetary; construction cost estimate based upon schematic design. Subtasks: 1) 50% Schematic Design a. Develop park design: schematic Layout and sizing of ptogram areas and overall park design, materiality, planting. lighting and furnishings strategies, conceptual event; infrastructure needs b. Develop ideas / 3D studies of special features and places, such as water feature and play areas c. Develop Ideas for temporary landscape and program - coordinate with programming sub- committee d. Develop architectural design Deliverables: Fundraising/ Graphic Material • Updated Illustrative Plan • Updated Concept Design Renderings (if needed) • Supporting Diagrams/ Image Boards representing design development and special features • Up to two Additional Renderings of Special Features / Areas not included in Concept Design Sup Documents • 50% Schematic Design Cost Estimate Trip 4 Meetings Meeting schedule assurnes two working days in Corpus Christi. • Destination Bayfront Advisory Group Meeting #3: Presentation of 50% Schematic Design • Community Meeting #3: Presentation of 50% Schematic Design • Up to 2 additional presentations to Focus Groups to be coordinated by the Client. Subtasks: 2) 100% Schematic Design a. Develop Landscape and Architectural schematic design and coordinate with engineering team on assumptions/ assessments that affect park design and design of special features b. Civil, Marine, and Ecological engineering - assessment of existing utilities, storm water management, assessment of marina water quality, preliminary recommendations for! drainage strategies, preliminary parking and service drive locations, and proposed coastal interventions. Narrative summary of feasibility and permitting requirements. Cost estimate review. c. Structural Engineering - guidelines for new site structures such as buildings, shade structures, retaining walls,!work in and around the sea wall, below grade structures, fountain Exhibit A Page 7 of 11 DESTINATION BAYFRONT HARGREAVES TEAM SCOPE OF WORK 11/29/2011 vaults. Narrative summary of technical considerations. estimate review. d. Electrical Engineering - preliminary recommendations on power and event infrastructure. Cost estimate review. Deliverables: • Schematic Design Drawings Layout and Material Plan at 1 " -30' Schematic Grading Plan at 1 " =30' Soil and Planting Plan at 1 " =30' Lighting and Furnishing Plan at 1 " =30' Site Sections, Elevations, or Enlargement Plans (up to 4) Building Plans, Roof Plan, annotated Elevations, annotated Building Sections Supporting . Documents • Updated Project Narrative (1-w2 pg. Basis 0 Site Engineering and Permitting Narrative C Building Narrative, Structural Narrative, Narrative • 100% Schematic Design Cost Estimate of Design) Cost site Electrical Engineering Fundraising Material e Not included. Additional fundraising material/ graphics will be provided as additional services. Trip 5 Meetings Meeting schedule assumes two working days in Corpus Christi. • Destination Bayfront Advisory Group Meeting #4: Presentation of 100% Schematic Design • Community Meeting #4: Presentation of 100% Schematic Design • Up to 2 additional presentations to Focus Groups to be coordinated by the Client. Task E: Supplementary Plans - Schematic Des! Duration: 18 weeks concurrent with Task D Goals: Refine strategies for implementation, funding and financial and operational viability of the project. Subtasks: i 1) Develop sustainable opportunities for site and buildings, incorporating understanding of environmental issues and potential long term cost savings 2) Develop ideas for weekly, seasonal and special events and programming, research successes/ failures of other park programming strategies, and coordinate with Revenue Plan 3) Develop Master Implementation and Phasing Plan 4) Capital Funding and Revenue Plans based on Schematic Design Cost Estimates and Phasing 5) Develop Operations & Maintenance budgets and Governance Flans I I I I Exhibit A Page 8 of 11 DESTINATION BAYFRONT HARGREAVES TEAM SCOPE OF WORK Deliverables: • Sustainable Opportunities Plan • Programming Plan • Master Implementation and Phasing Plan • Capital Funding Plan • Revenue Plan • Operations and Maintenance Budget • Governance / Organizational Plan i i 11/29/20111 Trip 5 Meetings • Destination Bayfront Advisory Group and Community Meeting 44: Presentation of Sustainable Opportunities and Programming Plans • Destination Bayfront Advisory Group Meeting #4 or Client Focus Group Meetings: Presentation of Refined Financial, 0 &M, and Governance Strategies OPTIONAL ITEMIZED ADDITIONAL SERVICES 1. Base Map CAD base map / supplemental survey information, if needed. 2. Perspective Renderings Beyond what is identified in the included scope of work. Fee for each additional rendering is provided in the fee schedule. 3. Physical Model at 1 40' Fee is provided in the fee schedule. 4. Additional Client Meetings Beyond what is identified in the included scope of work. Fee is provided in the fee schedule, and will be based on consultants attending. 5. Additional Community Meetings Beyond what is identified in the included scope of work. Fee is provided in the fee schedule, and will be based on consultants attending. 6. Master Planning of Adjacent Sites and /or Shoreline Drive Beyond what is identified in the included scope of work. Fee to be determined based on scope. OPTIONAL HOURLY ADDITIONAL SERVICES 1. Real Estate Research/ Support Hourly rates are provided in the fee schedule. 2. Media / Public Relations / Website/ Graphic Design / Event Design & Management i Hourly rates are provided in the fee schedule. Fixed feesimay be negotiated based on scope of work. Exhibit A Page 9 of 11 DESTINATION BAYFRONT HARGREAVES TEAM SCOPE OF WORK STANDARD ADDITIONAL SERVICES i 11/29/2011 A. The following Additional Services shall be provided on a time and materials basis using the Hargreaves 2012 rate schedule. B. Additional Services include but are not limited to: 1. Additional Fundraising Graphics not identified in the included scope of work. 2. Additional Master Planning Reports /Document Preparation /Publishing not identified in the included scope of work. 3. Additional Professional Services/ Sub - Consultants such as Traffic Engineering, Real Estate Support, Website Design/ Graphics and Public Outreach beyond what is identified in the scope of work. 4. Engineering Team CAD Drawings, Formal Assessments, or Technical Specifications. 5. Revisions and changes in approved drawings and the preparation of alternates and change orders requested by the Client. 6. Revisions and changes due to incorrect survey information provided by the Client. 7. Expenses incurred in the interruption and resumption of Hargreaves Associates' services, upon resumption of services, if the project is suspended by the Client for more than 30 consecutive days. S. work extending past the duration described in the Agreement. 9. Additional trips beyond those listed in the Agreement. EXCLUSIONS TO SCOPE OF SERVICES Client shall provide the following information or services as required for performance of the work. Hargreaves Associates assumes no responsibility for the accuracy of such information or services'and shall not be liable for error or omissions therein. Should Hargreaves Associates he required to provide services in obtaining or coordinating compilation of this information, such services shall be charged as Additional Services. A. Topography and boundary surveys. B. Legal descriptions of property. C. Soils testing and /or engineering and utility base information;. D. Existing site engineering. Exhibit A Page 10 of 11 DESTINATION BAYFRONT j HARGREAVES TEAM SCOPE OF WORK 11/29/20,11 I E. Overhead aerial photographs at controlled scale. F. Engineering other than that provided with the Scope of Services. G. Hazardous materials or remediation assessment, or research. H. CAD drawings or documentation beyond what is provided withinithe Scope of Services ASSUMPTIONS AND FUTURE PHASES OF WORK Concept Design and Schematic Design fee are fixed per contract, and are based upon a Conceptual Construction Budget of $40,000,000 ($30,000,000 for landscape and $10,000,000 for architecture.) Fees for future phases of work (Design Development, Construction Documents, and Services during Construction) shall be negotiated in proportion to the agreed program and estimated construction budget. Construction budget will be established at the completion of Schematic Design, and shall be validated at 1000 Design Development, 50% Construction Documents, and Bid. Fees shall be adjusted in parallel to Scope and Construction Budget increases. Hargreaves Associates fees include 5% for consultant management. Exhibit A Page; 11 of 11 EXHIBIT B INSURANCE REQUIREMENTS A. Consultant must not commence work under this agreement until all insurancb required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverages by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an !additional insured for all liability policies (except Workers Compensation /EL and Professional Liability), and a blanket waiver of subrogation is required on all applicable policies (except Professional Liability). TYPE OF INSURANCE I MINIMUM INSURANCE COVERAGE 30 -Day Written Notice of Cancellation, Bodily Injury & Property Damage non - renewal or reduction in coverage Per occurrence - aggregate or limits required on all certificates COMMERCIAL GENERAL LIABILITY $1,000,000 COMBINED SINGLE LIMIT including: Per Occurrence and in the aggregate 1. Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors AUTOMOBILE LIABILITY to include: $1,000,000 COMBINED SINGLE LIMIT 1. Owned vehicles 2. Hired — Non -owned vehicles UMBRELLA — EXCESS LIABILITY $1,000,000 COMBINED SINGLE LIMIT Must follow form PROFESSIONAL LIABILITY including: $2,000,000 per claim 1$2,000,000 Coverage provided shall cover all aggregate employees, officers, directors and agents If claims made policy, retro date must be 1. Errors and Omissions prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured WORKERS' COMPENSATION Applicable to paid employees City property Which Complies with the Texas Compensation Act ile on EMPLOYERS' LIABILITY fc C. In the event of accidents of any kind, Consultant must furnish the Risk M copies of all reports within (10) ten days of accident. rkers iiager with EXHIBIT B Page 1 of 3 I i D. Consultant must obtain workers' compensation coverage through a licensed ,insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all i workers' compensation obligations incurred will be promptly met. E. Consultant's financial integrity is of interest to the City; therefore, subject to Successful Consultant's right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and' effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis (except for Professional Liability), by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A -VII. F. City shall be entitled, upon request and without expense, to receive Certificates of Insurance and all endorsements thereto as they apply to the limits required by the City. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469 -9277 Fax: (361) 826 -4555 G. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability policies; ii. Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; iii. Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and j iv. Provide thirty (30) calendar days advance written notice directly to City on CGL and Auto policies of any suspension, cancellation, non - renewal or reduction in coverage or limits in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. Consultant shall provide this notice to City on! Workers Compensation and Professional Liability policies. H. Within five (5) calendar days of a suspension, cancellation, or non - renewal of coverage, Successful Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this !contract. HIBIT B ie 2 of 3 Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. I I. In addition to any other remedies the City may have upon Consultant's failure tIo provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to stop work hereunder, and/or withhold any payment {s} which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. J. Nothing herein contained shall be construed as limiting in any way the extent! to which Successful Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of the work covered under this agreement. K_ It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, to the extent, which may arise or which may be alleged to have arisen out of or in connection with the negligent performance of Consultant's services covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants, or employees or any other person indemnified hereunder. EXHIBIT B Page 3 of 3 I . Jr DESTINATION BAYFRONT 2011 NARGREAVES TEAM SCHEDULE PROJECTKICKOFF'- sIT1:AxALYSI '.PROGRAMNtlNG..OFFSS'IE STUDIES ':. NN - - Des .. March A I Na June Ju A Se Oct NN- Dec i L . p a - N Gre F - II i P f ry E Pmme Study __ ..� L E Resen issdnee Me tin - - i I � ` F Gmup IC WC! d Meet g _ 1 E ary presentatbn lXnxRl __, __� -T She I n¢ DYNe Coerd a4a and Input �SCllgt _ ..�.. , L _ 1 444 ' Central D¢velapaYV:n[ CPardl 1i atYd i nput _ _ _ _ _ n xC Prelh — o de nrnn� 'm a c n pt Design C osts M' Pa _ov �, JL _ y 1 i C i I - AwI oyG PMeet a ut c ncept GpN s - _ �aavisory ,CammenlrywartsnoP GrcuP kmeany nt xt __� - 1 I �I c - IIyYJ rN hoprY C c pt Oph � _ .. - ~ " -_ Prell I ly Dal GdMnmr�g LdraIGSM IESnesallQ_CO515 _�� - ®[)AMRe[anaFSSavrce i�eceene Xevlew letM} ana Rpp�oval . T tw¢ekC1le . d i p va t - _ -- - FIivIC PI De l9 n DYa![r °Team T I f G hIC4 SSQpIQr¢¢nldf %dn C00Yd Bh � ,.- . - -._. - - - � Crde rune - gn l'd Concept De_9 COSI l 6y anti Iphasnr �P � _. > T: i - :.p; _ ®®. k� M-- GrouPMeednpd2 ss _. - I kl5lmd nY Plsise - fl Phasgg 5tM66 Ad�LsoryG MeeE y fpz F ICA pt Platt. _ - I ~- -- __ G lyW rk hop AY -Male IlG¢pl Pla .W. - - - - _- 3 ... 1 I - I .. � Y -- - �' . I v ' T� `�_ - _.. I PrIIN g5tralegy C Reve CG pVa1F na y5e a legks lfor elni reyarkl Ball�a a [Ions and lgdiM¢nA_hC¢BUtlge[ IT 1 pa k} mmm -�� � 7 Week CIl nl Rev tl,RpP ,vat �� ;.e�lem Revlewand Approval -J -- OESMIN TICN8 AYFRONT _ __ HMGNEAVFS TEAM -GRAFT SCXEgfILE: 11N1Y[011 _....._� 11 �..,_,,...._ Nnv O c ]Oi2 ! ......,. .. Jan FSB - March A - I ..v_ _._. 2012 Ma June Jul L - -- Se -- Ocl T - Nm� _ _ D SCXEMATIC'.DESIGNMNnI EARXS .. .... .,.. .:. ..... ,.. ..... 1; .. np x sm n oeslg Rw ebanue Matce ais = — - 9 Oe 1 g_ Yl111 strati Ga I�1 W %sche n n Ign COet Ew m_ate _ I � [TI i E r i I E j Advisory �GOmmenll Grorp McNNa iA - — —. L. , I"' Ativ MyO ,PMeef Agi ... CgngtUlllty W?hN5hoP 3R - - . ivreek i- '� F _t -I ,L WmksM1O 93 — 1— 1 4 ... Revlewantl Approval 100 %Sh mat'c❑ I g n CW EaMOte � . i Tr _ .. _� T ®4N ryG.19. - NI gLlK I_,.I G II W rN ho�R4 ! E ■ ° P Sustain Irebfe om- Pl2n j I _ _6raR5ust lunnfes - �_... _CII [AMisaIX G y v ew .� - -__ 1 I I j tow! _.,;..:- ... { I I t ___FlrolStal ble Oppotlurm'es PM _ T Cra ft . Inp Wn_ f F _...... �� — CI I [Advfsary C_o PR _ i -lam 1 4wks_ ; - + _ .._..._ `., I mo— — Master Ml}IIM11eAWb h aatl Ph i ng Pr ICI L FRiallmplemlNatmherm e Ph st gale . Ca I F tl Ig --r �I F � - _ I I cn M Review F Cavnn Funaln Plan 9 {by Phase 7 I L uI _ : J I .. _ . 1 — - I l� "- _ R evenue Plan - . _ _ Final Revenue PI rh,?L Tom- �-. L 1� T _ _ _ CII I AdCyoup Revlew� _ - _ EE _ - I J _ __ _- FN OPe boats d M1Aa nl et sh a B tlgy Phases) �L 1 I a k_ I � I tancel ev rganUal'o Plan - .. - i L_ 1 week Ulm Review and arv�vval 1 8 _ _ I _ : j � � _ 1 _ •5; _L_ '� -�I � tAeN tl 2n Exhibit C Page 2 of 2 Corpus Christi Destination Bayfront Fee Summary CONCEPT DESIGN TASKS COST Task A ISite Analyses and Programing A -1 I Data Collection /Site Analyses (Kickoff Meetings) $ 39,960.00 A -2 Shoreline Drive Coordination 8,660.00 A -3 South Central Development Plan Coordination 6,260.00 A -4 Programming Validation 31,780.00 Sub - total: $ 86,660.00 Task B Concept Design and Graphics B -1 Preliminary Concept Design + Draft Graphics (Advisory Group Stakeholders Community Meeting #1) $ 137,440.00 8-2 Order of Magnitude Cost/ Potential Phasing Concept Options 15,050.00 B -3 Final Concept Design+ Final Graphics 171,400.00 B -4 Order of Magnitude Cost/ Potential Phasing Final Concept 16,790.00 Sub - total: $ 340,680.00 Task C Supplementary Plans - Concept Design C -1 Economic Opportunities Analysis $ 17,780.00 C-2 Ballpark O & M Budgets for Options and Final Concept 12,100.00 C -3 Park Naming Plan 5,100.00 C -4 Revenue Plan based on Concept Design 20,926.00 C -5 Capital Funding Plan based on Concept Design 19,350.00 C -6 Review / Input to Programming and Concept Design Options 21,800.00 C -7 Meetings /Team Coordination 8,730.00 Sub - total: $ 105,786.00 Task D Sub - Consultant Management Fee $ 12,700.00 Basic Services Total: $ 545,826.00 Itemized Additional Services #1 Base Map Preparation / Surveying TBD #2 Physical Model a 1" = 40` (Not Authorized at this time) 40,500.00 #3 Additional Trip / Client Group Meeting (time only, see reimbursables below) TBD #4 Additional Community Meeting (time only, see reimbursables below) TBD #5 Additional Rendering TBD #6 Master Plan of Adjacent Sites TBD Additional Services Total: $ 40,500.00 Reimbursable Expense Estimate Reimbursable General Estimate - all Consultants 4 % Total Fee Team Fee Total Print, Copy Tele, Fed Ex, Misc, Regional Travel 4% $ 533,126.00 $ 21,325.00 Reimbursable Travel Estimate - Non -Local Consultants Person Trips $ / Person Trip Total Hargreaves Associates (3 people typical per trip) 11 1,750.00 $ 19,250.00 HR &A (1 person typical per trip) 3 1,750.00 5,250.00 ETM (1 Person typical per trip) 1 1,750.00 1,750.00 Lake Flato (2 people typical per trip) 6 500.00 3,000.00 TOTAL TRAVEL: $ 29,250.00 Total Not -to- Exceed General + Travel Reimbursement Budget: $ 50,575.00 Total Concept Design Amount for Basic and Additional Services + Reimbursable Estimates: $ 636,901.00 Exhibit D Page 1 of 2 Corpus Christi Destination Bayfront Fee Summary SCHEMATIC DESIGN TASKS Cost Task E Schematic Design Tasks 50% Schematic Design E -1 Design Development/ illustrative Graphics $ 204,416.00 Advisory Group/ Stakeholder/ Community Meetings # 3 E -2 50% Schematic Design Cost Estimate 25,738.00 100% Schematic Design E -3 CAD Document Set/ Technical Memos 227,396.00 Advisory Group/ Stakeholder/ Community Meetings # 4 E -4 100% Schematic Design Cost Estimate 31,600.00 Sub - Total: $ 489,150.00 Task F Supplementary Plans -Schematic Design F -1 Sustainable Opportunities Plan $ 31,100.00 F -2 Programming Plan 27,500.00 F -3 Master Implementation and Phasing Plan 14,100.00 F -4 Refined Capital Funding Plan based on 5D 9,390.00 F -5 Refined Revenue Plan based on SD 9,200.00 F-6 Operations and Maintenance Budget 17,970.00 F -7 Goverance / Organizational Plan 20,340.00 F -8 Meetings/ Team Coordination 3,500.00 Sub - Total: $ 133,100.00 Task G Sub - Consultant Management Fee $ 15,096.50 Basic Services Total: $ 637,346.50 Reimbursable Expense Estimate Reimbursable General Estimate -all Consultants 4% Total Fee Team Fee Total Print, CopyTele, Fed Ex, Misc, Regional Travel 4% $ 622,250.00 $ 24,890.00 Reimbursable Travel Estimate - Non -Local Consultants Person Trips $ / Person Trip Total Hargreaves Associates (3 people typical per trip) 6 1,750.00 $ 10,500.00 HR &A (1 person typical per trip) 0 1,750.00 - ETM (1 Person typical per trip) 2 1,750.00 3,500.00 Lake Flato (Z people typical per trip) 4 500.00 2,000.00 TOTAL TRAVEL: $ 16,000.00 Total Not -to- Exceed General + Travel Reimbursement Budget: $ 40,890.00 Total Schematic Design Amount for Basic Services + Reimbursable Estimates: $ 678,236.50 Contract Value for Master Implementation and Phasing Plan Phase (Concept and Schematic Design Tasks): $ 1,315,137.50 Exhibit D Page 2 of 2