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Home My WebLink AboutResolutions - 1988.05.12 - 17565MISCELLANEOUS RESOLUTION 88114 ' April 12, 1988 BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON IN RE: FACILITIES ENGINEERING DIVISION - CONTRACT AWARD FOR ARCHITECTURAL SERVICES FOR THE PROPOSED COMPUTER CENTER TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS Miscellaneous Resolution 1187337 of this Board indicated the intent to have the County Building Authority acquire a new Computer Center facility; and WHEREAS the 1988-1989 Biennial Budget Capital Improvement Plan included an intent to proceed with this decision; and WHEREAS the Department of Public Works, Facilities Engineering Division has interviewed architectual firms, and recommends Minoru Yamasaki Associates of Troy, Michigan; and WHEREAS Minoru Yamasaki Associates of Troy, Michigan has provided a proposal to complete these tasks at a cost of $519,700; and WHEREAS the proposal has been reviewed and approved by Corporation Counsel; and WHEREAS funds are available in the 1988 Capital Improvement Program, Building Section. NEW THEREFORE BE IT RESOLVED as follows: 1) The contract proposal of Minoru Yamasaki Associates be accepted and the contract awarded in concurrence with Planning and Building Recommendations, 2) Funds be provided from the 1988 Capital Improvement Program - Building Section not to exceed $519,700, Y APPROVE THE FOREGOING RESOLUTION A f - Date 3) The Chairperson of the Board of Cannissioners is hereby authorized and directed to execute the contract with Minoru Yamasaki Associates of Troy, Michigan on behalf of the County of Oakland, 4) The County Executive's Department of Public Works, Facilities Engineering Division, shall notify the awardee of this award, in writing no later than 10 days after the adoption of this resolution. The award shall not be effective until the awardee has been notified. BE IT FURTHER RESOLVED that it is the expressed intent of the Oakland County Board of Camissioners to include in the Bond proceeds sufficient funds to cover the cost of all architectural work associated with the proposed Computer Center. Mr. Chairperson, on behalf of the Finance Committee I move the adoption of the foregoing resolution. FINANCE COMMITIEE _lath day of InB ALLEN, County Cierk/Regster of LY May 12, 1988 Resolution # 88114 Moved by Caddell supported by Calandro the resolution be adopted. AYES: S. Kuhn, Lanni, Law, McConnell, A. McPherson, R. McPherson, Moffitt, Page, Pernick, Price, Rewold, Skarritt, Wilcox, Aaron, Bishop, Caddell, Calandro, Crake, Doyon, Gosling, Hobart, Jensen, R. Kuhn. (23) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) 1, Lynn D. Allen, Clerk of the County of Oakland and having a seal, do hereby certify that 1 have compared the annexed copy of Miscellaneous Resolution #88114 adopted by the Oakland County Board of Commissioners at their meeting held on May 12, 1988 with the original record thereof no remaining in my office, and that it is a true and correct transcript therefrom, and of the whole thereof. In Testimony lhereof, I. have hereunto set my hard and affixed the seal of said County at Pontiac, Michigan this A MER IC AN INSTITUTE OF ARCHITECT H E made as of the Nineteen Hundred and BETWEEN the Owner: (Aame and address) and the Architect: (Name and address) May in the year of day of AlA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH iRESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT 13th Eighty-eight County of Oakland, a Michigan Constitutional Corporation, through Oakland County Board of Commissioners (County) 1200 N. Telegraph Road Pontiac, Michigan 48053 Minoru Yamasaki Associates, inc. (MYA) 350 W. Big Beaver Road P.O. Box 4100 Troy, Michigan 48007-4100 For the following Project: (Include deiaded descripium of Project, location, address and scope ) The Owner intends to erect the Oakland County Computer Center in the Oakland County Service Center adjacent to the existing Computer Facility now located in Annex I, west of Telegraph Road in Waterford Township, Michigan. The building is to be 43,413 gross square feet above grade, with a 20,000 gross square foot basement. Site development will include parking for approximat ly 110 cars. J r=-7° V" The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 01987 by The American Institute of Architects, 1735 New York Avenue, NW., W2shaigton, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the A1A violates the copyright laws of the United States 2nd will be subject to legal prosecution, C AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION AIM • 01987 THE AMERICAN INSTITUTE or- ARCHITECTS, 1735 NEW YORK AVENUE, N WASHINGTON, D.C. 20006 13141-1987 1 8740-3/24/B8 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT See Addendum attached hereto and made a part hereof ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.11 The Architect's services consist of those services per- formed by the Architect. Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously as is consistent with professional skill and care -2nd the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by . this schedule approved by the Owner shall not, except for reasonable cause. be exceeded by the Architect or Owner.A 1.1.3 The services covered by this Agreement are subject to the tlfrle limitations contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2 2 through 2 Ca and any other services identified in Article 12 as part of Basic Services, and include normal struc- tural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner A 2.2.2 The Architect shall provide a prelUninary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limita- tions set forth in Subparagraph 5.2.14 2,2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Protect. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare. for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents illustrating the Seale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare. for approval by the Owner. Design Development Documents consisting of drawings and other documents TO fix and describe the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments 10 the preliminary estimate of Construction Cost"' 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu- ments and any further adjustments in the scope or qualio. of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner. Construction Documents consisting of Drawings and Specifica- tions setting forth in detail the requirements for the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms. the Conds, tions of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditionsA 2.4.4 The Architect shall USW the Owner in connection w ith the Owner's responsibility for filing documents required for the approval of governmental authorities having lurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owners approval of the Construction Documents arid of the latest preliminary esumate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for constructionA. 2.6 CONSTRUCITON PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work, unless extended under the terrns of Subparagraph 11)3 3. . 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current Is of the date of this Agreement. unless otherwise provided in this Agreement 2.6.3 Architect shall not be restncted. modifie written agreement of the the Co A althorn Chttect with consent of ich consent shall not be unreasonably AA DOCUMENT 10141 041 ',EP Aft( HITECT AGREEMENT Fot ItTEENTH EDITION • AlAg • ft, 19•1' THE AMERICAN iNsTITI. TE OF ARCHITECTS I ".,,5 NE' R YORK Av ENE E. N & VIASHINGTON. DC 151411.1987 2 8740-3/24/88 2.6.9 the Contractor's A e Architect shall Marta.C.Aarat.sagacAr. ods, techniques, sequences or procedures, of requisitions received from Subcont pliers and other data reque the Contractor's what -topics d Material sup' Owner to substantiate yment or (4) ascertained how or for e Contractor has used money previously paid 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (I) during construction until final payment to the Contractor is due, and (2) as an Additional Ser- vice at the Owner's direction from time to time during the cor- rection period described in the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument.A 2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and to determine in general &the Work is being performed in a man- ner indicating that the Work when completed will be in accor- dance with the Contract Documents. However, the Archttect 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 on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as described in Paragraph 3.2.)A 2.6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are sold' the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accor- dance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contrac- tor. Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. A 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress_ 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been spe- daily authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Archi- tect's consultants shall be through the Architect. 2.6.10 tute a representation to the Owner, based on the Archi observations at the site as provided in Subparagraph -a:5 and on the data comprising the Contractor's Applica; for Pay- ment, that the Work has progressed to the poi. indicated and that, to the best of the Architect's knowled•-•;information and belief, quality of the Work is in accord,, with the Contract Documents. The foregoing represe 'lions are subject to an evaluation of the Work for co...irrnance with the Contract Documents upon Substano : ompletion, to results of subse- quent tests and inspectioae., to minor deviations from the Con- tract Documents cor . -table prior to completion and to spe- cific qualification,. pressed by the Architect. The issuance of a Certificate for ' -Yment shall further constitute a representation that the .• 'tractor is entitled to payment in the amount certi- fied „a --eever, the issuance of a Certificate for Payment shall no.. ir a representation that the Architect has (1) made exhaus- 2.6.11 The Architecwhail have authority to reject Work which does not conforrn to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementa- tion of the intent of the Contract Documents, the ArchitecAwill have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Docu- ments, 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 exer- cise 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 per- sons performing portions of the Work. 2.6.12 appropriate action upon Contractor's submittals such as esebp Drawings, Product Data and Samples, but only for t. • imited purpose of checking for conformance with info! 'anon given and the design concept expressed in the Co... -et Documents. The Architect's action shall be taken e.e• such reasonable te contractors, while allow- Itt. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures. Architect's approval of a specific item approval of an assembly of which the n es,. --: a component. When professional certification of rmance characteristics of materials, systems or el ..: nt is required by the Contract Documents, the shall be entitled to rely upon such certification a lish that the materials, systems or equip- ment_ eel the performance criteria required by the Con- Bulletins 2.6.13 The Architect shall prepare 160migt....gareters and Con- struction Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Subparagraphs 3.1.1 and 3.3.3. for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents.A 2.6.14 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract Documents and assem- bled by the Contractor, and shall issue a final Certificate for Pay- ment upon compliance with the requirements of the Contract Documents. promptness as to cause no delay t ....ere Work or in the con- ing sufficient time in the A - Itect's professional judgment to permit adequate review,. aeview of such submittals is not con- ducted for the pu 1...e'• of determining the accuracy and com- pleteness of ote.....a 'details such as dimensions and quantities or for substan -rig instructions for installation or performance of equip or systems designed by the Contractor, all of which re a- the responsibility of the Contractor to the extent promptness as to cause no delay struction of the Owner or of se ing sufficient time in the A • itec permit adequate review .' -view c ducted for the pu of determ pleteness of ot details such as for substan 'rig instructions for i equip = • or systems designed re . ' the responsibility of thc 3 B141.1987 8740-3/24/88 AIA DOCUMENT 81.41 owNER-ARCHITECT AGREEMENT 6 FOURTEENTH EDITION e MA* C THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AYENUE, NV., WASHINGTON, D.0 20000 2.6.15 The Architect shall interpret and decide matters con- cerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 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 initial deci- sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality 2.6.17 The Architect's ciecisionsten matters relating to aesthe- tic effect shall be final if consistetli with the intent expressed in the Contract Documents. 2.6.16 The Architect shall render written decisions within a reasonable time on all claims. disputes or other matters in ques- tion between the Owner and Contractor relating to the execu- tion or progress of the Work as provided in the Contract DocumentsA 2.6.19 Tol000kiteimettostaaiadeps*ea matters, including those in question betwa esae.:........'Wner and Contractor, except for thojg eeseeet—e—Ci aesthetic effect as pro- vided in SALtzagaiRreT1111 -0 I", shall be subject to arbitration as A 2.6.20A ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The .services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall he paid for by the Owner as provided in this Agreement. in addition to the compensation for Basic Services. The services described under Paragraphs 3 2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner_ If services described under Contingent Additional Services in Paragraph 3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to com- mencing such services If the Owner deems that such services described under Paragraph 33 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Addi , [lona] Services are not rec.pired. the Architect shall have no obli- gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6 S is required, the "architect shall provide one or more Project Representatives to assist in carry- ing out such additional on-site responsibilities_ 3.2.2 Project Representatives shall he selected, employed and directed by the Architect, and the Architect shall be compen- sated therefor :as agreed by the Owner and Architect. The duties. responsibilities and limitatin ins of authority of Project Representatives shall be as described in the edition of AlA DI icurnent B3S2 current as of she date of this Agreement, unless otherwise agreed 3.2.3 Through the observations by such Project Represen- tatives, die Architect shall endeavor to provide further protec- tion for the Owner against defects and deficiencies in the Work. but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere tn this Agreement, 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are= .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces- sary by adjustments in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or .3 due to changes required as a result of the Owner's fail- ure to render decisions in a timely manner 3.3.2 Providing services required because of significant changes in the Project including. but not limited to, size, qual- ity, complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3Wreparing Drawings, Specifications and other documen- tatiorl and supporting data, evaluating Contractor's proposals. arid providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating 5 lthStl, tutionsAprorx ised by the Contractor and making subsequent revisions to Drawings. Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement Of ork damaged by fire or other cause during construction, and fur- nishing services required m connection with the replacement of such WorkA 3.3.5 Providing services made necessarv by the default of the Contractor, by major defects or deficiencies in the SN ork if the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. 3.3.11AProviding services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for alternate. separate or sequential bids or providing services in connection with bidding. new itra- non or construction prior to the completion of the Construc- tion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICESA 3.4.1 Providing analyses of the Owner's needs and program- ming the requirements of the Project. 3.4.2 Providing financial feasibility or other special studies 3.4.3 Providing planning surveys. sac evaluations or Cunt- paramve studies of prospective NIECS AlA 00C1J1116K1 1141 0 o\tiE ARCmITEcT AGREEMENT * FOURTEENTH EDITION • AlAs • e 198- THE 1N1E/A1(.AN INSTiTUTE OF aacHtTacrs. 1'55 NEW YORK AVENUE. NW. WASHINGTON. D C :Dotal 8141.1987 4 8740-3/24/88 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Proiect. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.6 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordi- nation of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a con- struction manager or separate consultants retained by the Owner_ 3.4.10kAffitigo4j4114724.1.74.--PilZaLtioahma-Caiard.-..1 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equip- ment, or valuations and detailed appraisals of existing facilities, 3.4.16 Preparing a set of reproducible record drawings show- ing significant changes in the Work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Architect. 3.4.17 Providing assistance in the utilization of equipment or sterns such as testing. adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Cer- tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work 3.4.19 Providing services of consultants for other than archi- tectural. structural, mechanical and electrical engineering por- tions of the Project provided as a pan of Basic Servces. 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner 5 objectives, schedule, constraints and cri- teria, including space requirements and relationships, flexi- bility. expanclability, special equipment, systems and site requirements 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost. the Owner's other costs and reasonable contingencies related to all of these costs 4.3 If requested by the Architect, the Owner shall furnish eyi• dence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Protect. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.5 The Owner shall furnish surveys describing 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 adloineng property and structures, adjacent drainage; ngh ts-of,Way restrictions, easements, encroachments, zoning, deed restric- tions, boundaries and contours of the site, locations, dimen- sions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and tines, 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. 4.6 The Owner shall furnish the services of geotechnical engi- neers when such services are requested by the Architect. Such services may' include but are not limited to test borings_ test pits. determinations of soil bearing values, percolation tests_ evaluations of hazardous materials. ground corrosion and resis- tivity tests, including necessary- operations for anticipating sub- soil conditions, with reports and appropriate proresseenaI recommendations. 4.6.1 The Owner shall furnish the services of other consul• tants when such services are reasonably required by the scope of the Protect and are requested by the Architect. 4.7 The Owner shall furnish structural, mechanical, chemical. air and water pollution tests, tests for hazardous materials, and other laboratora and environmental tests. inspections and reports required by law or the Contract Documents. A 4.8 The Owner shall furnish all legal. accounting and insurance counseling services as may be necessary at any tune for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall he furnished at the Owner's expense, arid the Architect shall be entitled to rely upon the accuracy and completeness thereof A 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents A 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approvaliet.am 14 days prior to execution The Owner shall not requM certifica- tions that would require knowledge or services beyond the scope of this Agreement. 5 B141.1987 8 740-3/24/88 A.IA DOCUMENT EMI • 0.44-•401.ARcHtTECT AGREEMENT • FOURTEENTH EMTION • 414' • THE AMERK,AN INSTiTUTE OF ARCHITECTS. 1 -35 NEW' YORK AvENL-E. N AsHINGTON. 0c 2.90uu ARTICLE CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated cost to the Osvner of all elements of the Project designed or specified by the Architect, 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified. selected or specially provided for by the Architect, plus a reasonable allowance for the Con- tractor's overhead and profit. In addition, a reasonable allow- ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of.way. financing or other costs which are the respon- sibility of the Owner as provided in Article a. 3.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Protect budget, preliminary estimates of Construction Cost and detailed estimates of Con- struction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that nei- ther the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding. market or negotiating conditions. Accordingly. the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Protect budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Protect budget. unless such fixed limit ha-s been agreed upon in writing and signed by the panics hereto. if such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials. equipment, com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Protect and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fixed limit Fixed limns, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of pnces in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5_2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed .2 authorize rebidding or renegotiating of the Pruiect within a reasonable time; .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con- tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 pared by the Architect for this Project are instruments . Architect's service for use solely with respect to t*. Project and, unless otherwise provided, the Architect s. the author of these documents and shall rel..: II common taw, statutory and other reserved rights. in....4cling the copyright. The Owner shall be permitted to ret copies. including repri)- ducible copies, of the Architect -..:4rawinges. Specifications and other documents for info .1, -ion and reference in connection with the Owner's use a, occupancy of the Project. The Archi- tect's Drawings, Se.. : ications or other documents shall not be used by the 0 r or others on other projects. for additions to this Projec e e- for completion of this Project by others. unless the Ar p. ect is adjudged to be in default under this Agreement. ex by agreement in writing and with appropriate compen- 6.2 Submission or distribution of documents to meet .official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in deroga- tion of the Architect's reserved rights. See Article 12, Paragraph 12.12 ARTICLE 7 ARBITRATION 7.1pflairns, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agree- ment or breach thereof shall be subject to and decided by arbi , tration in accordance with the Construction Industry Arbitra- tion Rules of the American Arbitration Association currently in effect unless the panics mutually agree otherwise. 7.2 Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitra- tion Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand fur arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in quesuon would be barred by the applicable statutes of limutations 9.3 shall include, by consagi.lawmaimelet-m11111177iiher manner. MA DOCUMENT BIM • OWNER•ARCHiTECT AGREEMENT FOURTEENTH EDMON m AM. • ©i9 THE A5iERCAN 1NSTITLTE OF foci ITECTS, 1735 NEW YORK AVENUE, NW. WASHINGTON, D.0 20005 B141.1987 8 874C-3/24/88 *by a mutually agreeable this Agreement signed by the Owner, Architect, . ' other person Or entity sought to be IOinednt to arbitration involving an addmonal pc • -a' entity shall not constitute consent to arbitn, e - claim, dispute or other matter in questio, escribecl in the written consent or with a person The foregoing agree- ment to arbitrate and other agreements -to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having Jurisdiction thereof. 7,4 The award rendered by the arbitrator or arbitrators shall be final. and Judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party 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. 9.2 If the Project is suspended by the Owner for more thans#f* 90 consecutive days, the Architect shall be compensated for ser- vices performed prior to notice of such suspension_ ‘X'hen the Project is resumed. the Architect's compensation shall be equi- tably adjusted 5) provide for expenses incurred in the interrup- tion and resumption of the AIChlieCt'S SerViCeS. 9.3 This Agreement may he terminated by the Owner upon not less than seven days - written notice to the Architect in the event that the Project is permanently abanciwd If the Project is abandoned by the Owner for more than consecutive days. the Architect may terminate this Agreement by giving written nonce. 8.5 If the Owner fails to make payment when due the Archi- tect for services and expenses. the Architect may, upon ammo 30 dav s' written mince in the Owner, suspend pen -ism...ince of ser- vices under this .kgreementk the Architect w. ithin e71datsoithi cline:eie.t. the suspension shall takt effeto itho..,,ineeetionce. In the event /if a suspensai in of ser_e.„,:,...ene -Architect shall have no liability to the 0.7eite- or damage caused the Owner because 8.13 In the event of termination not the fault of the Architect. the ArchileCt 5h411 he ei impenSated fi )1" services pent irmed prior to termination. together with ReimhurNahle Expenses then due and all Termination Expenses as defined in Paragraph 8.7 Termination Expenses are in additinn to compensation for basic and Addionnal servic es, and include expenses which are directly' attributable ii termination Termination Expenses shall he ctimpuied as a percentage of the total cnmpensatitm for Basic services and Additional services earned ii the time ii ter- minatinn as follows .1 Tv entY pen em if the total corripensation flit ; Basic and Addit it Jnal Sers ices earned to date if terrnmation occurs heft ire or during the prefer-sign. site Anal v sis. or Schen-milt Design Phases ;Jr .2 Ten percent of the total compensation for Basic and Additional Services earned to date if termination occurs during the Design Development Phase: or .3 Five percent of the total compensation for Basic and Additional Services earned to date if termination occurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided. this Agreement shall be gov- erned by the lAwAtuissimposoperipisows4.1mrsomosingirmOrstb mica:Aiwa . 9.2 Terms in this Agreement shall have the same meaning as those in AIR Document A201, General Conditions of the Con, tract for Construction, current as of the date of this Agreement& 9.3 pertaining to acts or failures to act shall be dee . -a\ e accrued and the applicable statutes of .1.:e. ns $hall com- mence to run not later than eith: . - te of Substantial. Com- pletion for XIS or fail. 'et occurring prior to Subctantial Completion,., e te of issuance of the final Certificate for Pay • • acts or failures to act occurring after Substantial 9.4 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages. but only to the extent cov- ered by property insurance during construction. except such rights as they may have to the proceeds of such insurance AS set forth in the edition of ALA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner and Architect each shall require similar waivers from their contractors, consultants and agent, 9.5 The Owner and Architect, respectively -, bind themselves, their partners. successors. assigns and legal represeniiiii e, to the other pans- to this Agreement and to the partners. sucees- sors, assigns and legal representatives of such other party wen respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written con- sent of the other. - 9.5 This Agreement represents the entire and integrated agree- ment between the Owner and Architect and supersedes all prior negotiations. representations or agreements, either w nt- ten or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect 9.7 Nothing contained in this Agreement shall create a con - tual relationship with or a Cause of action in favor of third party against either the Owner or Architect. 9.5 Unless otherwise provided in this Agreement. the Art -Mit:et and Architect's consultants shall have no responsibilitv for the discovery. presence, handling. removal or disposal of ;Jr cxpk sure of persons to hazardous materials in anv form at the Prolect site, Including but not Limited to asbestos. asbestos produee- polychlonnated biphenyl (PCB) or other toxic substances 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photograph , ol thy exterior and interior, among the Architect's promotional and professional materials The Architects materials shall not include the Owner's confidential or proprietary informati ,,n the Owner has previously Advised the Architect in writing ie( 7 B141.1987 8 740-3/24/88 MA DOCUMENT I1t • Ov,NER ARt.HITELT AGREEMENT • FOURTEENTH EDIMN • MA 6 * THE AmE.Rit AN iNstITI TE OF ARUHITECTS. Z •:ki NE 4 YORK AVENUE. N 4-AsHENGroN DC the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. 9.1O 9.14 9.13i ARTICLE 10 -- 9.144 10.1 DIRECT PERSONNEL EXPENSE 10.11 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary con- tributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensa- tion for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and con- sultants in the interest of the PIDIC-CI, as identified in the follow- ing Clauses. 10.2.1.1 Expense of transportation in connection with the Project: expenses in connection with authorized out-of-town travel: long-distance communications: and fees paid for secur- ing approval of authorities having jurisdiction over the Protect. 10.2.1.2 Expense of reproductions, postage and handling of Drawings. Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10.2.1.4 Expense of renderinizs, rnodeLs and mock-ups reciatted, by the Owner. 10.2.1.5 Expense of additional insurance coverage or limits, including professional liability insurance, requested by the Ow ner in excess of that normally carried by the Architect and Architect s consultants 10.2.1.6 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 1114114104iNfpf4WiliaeiráMaileisaltillsopelakflee 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- vices performed within each phase of service, on the basis set forth in Subparagraph 11,2,2. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- vices rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Pro)ect shall be payable to the extent services are per- formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2. based on I the lowest bona fide bid or negotiated proposal. or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such por- tions of the Project: 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of seniices ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.3.1 No deductions shall be made from the Architect s com- pensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the A rch 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per. taming to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall he avail- able to the Owner or the Owner's authorized representative at mutually convenient times. PAYMENTS TO THE ARCHITECT ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of Zero pouN(s 0.00 shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASK: SERVICES. as described in Article 2, and any other services included in Article 12 as part of Basic Services. Bask Compensation shall be computed as follows. ("InAcre hurt, ((if Ci,,,Fpr,r+ahrol (er,lmirm4 mpulas,ri sum, musf,m„ and airpinh. pilaw:11J 1141811 pull11((dor int104.6 (4 1.((r(1p5 ,r1III,,,( (f For its services, tiYA will bill the County at a multiple of direct salary as described in Attachment "A", page 2, or at the gross hour ly rates for "Other Consul tants" stated in Attachment "A", page 3, not to exceed the fee limits set forth in Attachment "A" , Page I . AiA DOCUMENT elm o cps \FR AR( HITE( T AGEEENIE\T FOt IRTEENTH EDITION MA•• St I 9fr THE 8,11.111( IV,111 1 YE t ANt tilTE4Ts 1'55 NEM. YQRK AN. ENCE. i w saiA5HINGTON. D C. 2LX)06 B141•1987 8 11.2.2 ''here compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Sen ices in each phase shall total the fallowing percentages of the total Basic Compensation payable: riastal asIcirta ,aar phases as dr.p,In7Grre Schematic Design Phase Fifteen percent ( 15%) Design Development Phase: Twenty percent (20 %) Construction Documents Pha.se. - Forty percent (40%) BiddingorNegobvionPhase: F i ye percent { 5%) Construction Phase: Twenty percent ( 20 % ) Total Basic Compensation one hundred percent I 00% } 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3,2. compensation shall be com- puted as follows 1. For Minoru Yamasaki Associates, Edelstein Associates and Lefkofsky, Bobish & Associates, 4 multiple of 2.8 times direct salary as specified in Attachment "A", page 2. 2. For "Other Consultant's" at gross hourly billing rates as specified in Attachment "A", page 3. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (I) Additional Proiect Representation. as described in Paragraph 3.2, and (2) services included in Article 1 2 25 part of Additional Services, hut excluding ser. vices of consultants. compensation shall be computed as follows: (tasenr nn•1 17rtillaMR rah, ad/ ,r arattrpli.,.J Orrttit EX(iVItte jfr,r Prnretpain and tarrplottvs. arid raratql Plattcrpal., and erni'l"itv` F1 rcqui ru‘, farnfly Put lin m'rrtt en fr u hi, t' partttlilar Mcril"th tr+01fpenSalfellq 1MMan 1. For Minoru Yamasaki Associates, Edelstein Associates and Lefkofsky, Bobish & Associates, a multiple of 2.8 times direct salary as specified in Attachment "A", page 2. 2. For "Other Consultants" at gross hourly billing rates as specified in Attachment "A", page 3. 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS. including additional structural, mechanic-4 and electrical engineering services and those provided under Subparagraph 3419 or identified in Article 12 as pan of Additional Services, a multiple of One E. five hundredth s I 1 0 5 times the amounts billed to the Architect for such services_ womyl om,u0cva,rn Artnh, y nvorTd ) 11.4 REIMBURSABLE EXPENSES ' 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses. a multiple of One ( 0 ) times the expenses incurred by the Architect, the Architect s employees and consultants in the interest of the Protect. 11.3 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within imilimpopoom Twenty—four 24 ;months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that lime shall be compensated as provided in Subparagraphs 10 3 3 and 11_3.2. 11,5.2 Pal.ments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid Thirty ( 30 (days after the invoice date shall bear-interest at the rate entered belock . or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. nwrr rah. yi tatertqt atireva WO" p revai ling Prime Rate (Cat!, and retp,I,,f,',1k,Tri under the 1,rata-al i't,tah JH Len4nn4 Arr pm/ liar data and It4:41 consumer crethr fates and who, reytdairrms at the t- turner s and A n. hi tett , prat, rpoi pic,tte, J buittiet5 tha (AL IN, Pvrart1 and en.t-tuthert• r,,avafjn:t vaimittl- of Ow prtorrorat .5pecrin aar 'cc $h/ aid hi-e,h/or,urd ii .91, respect I., arit-tto, r,r artg_tritt await and alp, reilarthatt rwtfutrementS Such as &mac", diSikkir.ores icr tpawers 9 13141.1961 8740-3/24/88 ALA DOCUMENT p141 • ovi Nut ARCHITECT AGREEstENT • Fo[RTEENTH EDITioN • Ake • :f tosq- THE AMERI(.AN iNsTrri TLOF ARCHITECTS,i5 NE% YORK An Etit E. s IL AhNINGToN D .;uoot, (..sqoaturei Roy Rewold, Chairperson, OWNER -County of Oakland, ARCHITECT- a Michigafl,,,Constitujj-cval Corportion noru Yamas9ki/Assotiates, Inc. (Printed num: and Fair) Board of Commissioners (1-*Intia name and fdle) (siwkituccr / 7 s // s' , / Kip/W Sérota Senior Vice President 11.5,3 The rates and multtples set forth for Additional Services shall be annually adiusted inaccordance with normal salary re% practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES iln.serr aescrmnons rfwhen serrices. raenHfy Addrtronal SenIces Inchara ulthrn Basic Cumpensotron and mc.4rircanons to tfrv payment and cronpensatv ,7 nrcluded in !Pits ,I,sertivrrent See Article 12 attached See Addendum, Pages l through 8 inclusive, attached hereto and incorporated This Agreement entered into as of the day and year first written above. AlA OCCUPANT 6141 e Q NER RCt-HTECT AGREEMENT e FerRTEENTH EDITION * MAC • ,_11949- THE AMERICAN INN TM. TE OF ARCHITECTS, 1 -i5 NE' E YORK MEM. E N‘x AASNINGTON DC 200013 814.1-1987 10 8740-3/24/88 ARTICLE 12 12.1. MYA's Consultant Team will consist of: Mechanical Electrical Engineers: Edelstein Associates, Inc. Structural Engineers: Lefkofsky, Bobish & Associates Civil Engineers: Nowak and Fraus Corporation Security Consultants: Electronic Security Systems, Inc. Cost Estimators: Jeffsan, Inc. Interior Design Consultant: Ford & Earl Associates, Inc. Landscape Consultants: John Grissim Associates SITE SURVEYING AND GEOTECHNICAL SURVEY 12.2 The County will provide MYA with a complete topographical survey of the site, including locations of all underground utilities, important features, locations of mature trees, etc. The survey will also include establishment and description of a set of reference control points for MYA's Civil Engineer's use in the layout of all design and construction work for the Project. 12.2.1 The County will provide MYA with a preliminary geotechnical survey of the site, during the master plan phase of the project. MYA's Structural Engineering Consultant will provide the County with a specification for geotechnical investigation of the site after the building conceptual design has been approved. Based on this specification, the County will provide a complete geotechnical report of the site and building area. -1- 4/1/88 SITE AND LANDSCAPE DESIGN 12.3 MYA and its Consultants will provide a complete architectural site plan and site civil engineering design, designating areas to be landscaped and including the design of parking lots and driveways serving the building, sidewalks, curbs, gutters, etc. MYA will also design and specify site lighting, parking lot lighting, site security and surveillance equipment for the parking lots serving the Computer Center. MYA's Consultants will design connections to the County's utility infrastructure to serve the Project, including storm sewers and drains, sanitary sewer, water service, electrical power, telephone service, data communications service, gas and steam. 12.3.1 The County and its Landscape Architect, Tom Lepping, will provide MYA with a conceptual landscape design drawing indicating species of plant materials, layouts, conceptual grades of the landscape areas, etc. based on the site design provided by MYA. MYA will work with the County's Landscape Architect to help coordinate the landscape design with the intent of the site and building design. 12.3.2 Based on the County's conceptual landscape design, MYA and its Consultant will prepare Construction Documents and Specifications. 12.3.3 MYA and its Consultant will provide Construction Documents for the landscape irrigation system for the Computer Center. 12.3.4 The fee for landscape and irrigation design services as described in Paragraphs 12.3.1 through 12.3.3 will be billed on an hourly basis, not to exceed Four Thousand Four Hundred Dollars ($4,400.00), and is included in the not to exceed fee limit described on Page 1 of Attachment "A", Item 6. HAZARDOUS MATERIALS 12.4 The County will provide its own Consultants and Contractors, and assume total responsibility for the safe and proper removal of hazardous materials such as, but not limited to, asbestos and PCB from the project area, if such materials are identified. -2- 4/1 1/88 FURNITURE PLANNING AND INTERIOR DESIGN 12.5.1 MYA's Consultant will inventory all furniture and equipment (exclusive of Computer Systems Hardware) at the existing Computer Center. Furniture and equipment will be evaluated, tagged, and scheduled for future use. A report listing all furniture and equipment will be provided to the County. The report will describe the condition of each piece or group of pieces, renovation required, and its final suggested location. The County will make the final determination and approval of which furniture is to be reused. The fee for this service will be billed on an hourly basis not to exceed Eight Thousand Dollars ($8,000.00). This fee is included in the not to exceed fee limit described on page one of Attachment "A". 12.5.2 Utilizing the program developed by the County, MYA's Consultant will augment the existing program with data collected during a series of meetings with the County's representatives to determine that all miscellaneous and common use areas are included in the program. Interdepartmental adjacencies will be established and documented as part of this process. Modifications to the existing program will be issued as a supplement to the program. These documents will form the basis of the program utilized by the Architect for the development of the project. 12.5.3 MYA's Consultant will lay out all furniture and workstation configurations for all rooms and required spaces of the Project. 12.5.4 MYA's Consultant will provide complete construction documents and specifications for all new furniture to be purchased. 12.5.5 NYA's Consultant will prepare color boards, design schedules, etc., for room finishes and all new and used furniture. The Consultant will prepare finish and material specifications for all existing furniture which is to be refinished. 12.5.6 MYA's Consultant will provide power and telephone layouts for incorporation into the architectural and engineering construction documents for the Project. 12.5.7 The fee for interior design and furniture planning and design services described in paragraphs 12.5.2 through 12.5.6 inclusive will be billed on an hourly basis not to exceed Twenty Six Thousand Seven Hundred and Fifty Dollars (P6,750.00). This fee is included in the not to exceed fee limit on page 1 of Attachment "A". -3- 4/1/88 12.5.8 The County will purchase all new furniture and equipment and will be responsible to repair or refinish existing reusable furniture and equipment as required. 12.5.9 The County will contract for and supervise the moving and installation of all new and used furniture to be used in the project. 12.5.10 MYA will provide complete architectural interior planning services for the project. 12.5.71 MYA will provide complete architectural, mechanical and electrical construction documents for the interior of the building, including all partitions, doors, built in items, specialty items such as raised floors, interior power and telephone locations, millwork, built in cabinets, etc. MYA will provide complete construction documents for all architectural interior work, including plans, reflected ceiling plans, interior elevations, architectural details, color boards and material samples, room finish schedules and specifications. 12.5.12 MYA will work with the Computer Center's Manager of Computer Resources to determine the Center's material inventory and storage requirements. MYA will specify shelving, storage racks, etc. to accommodate the requirements identified by the Center. MYA will also work with the Center to assist in identifying and specifying equipment for use in handling palletized paper and other materials. COMPUTER ROOM, COMPUTER HARDWARE AND SYSTEM TRANSFER 12.6 MYA and its Consultants will provide total architectural and engineering design for the computer room of the Project, including all environmental systems design, including computer room cooling units; design of electrical power systems, including design or reuse of power conditioning equipment, and if deemed necessary by studies, uninterruptable power; special fire protection systems; architectural systems such as raised floors, special security and other special requirements of the room and building itself. 72.6.1 MYA and its Consultants will design and specify systems to provide power to all computer hardware, and power and data cabling to printers and terminals. -4- 4/1 1 /88 12.6.2 The Computer Center's staff will design and specify the computer system hardware and the Computer Center's staff, with their vendors and subcontractors, will move and install the Computer system, including the interconnection of the components of the system such as mainframes, tape drives, disc drives, printers, terminals, modems, decollators, etc. This system, like other equipment is to be a County provided and installed item, and will not be included in the Construction Documents for the project. 12.6.3 MYA and its Consultants will work in close cooperation with John Mahoney (the Computer Center's Manager of Computer Resources), the County's Project Engineer, and other personnel who the County may designate, and will participate as required to aid in coordination, scheduling, and supervision of the phased move and transfer of the computer equipment from the existing facility to the new Computer Center. 12.6.4 Computer systems move and transfer planning will be initiated early in the design phase of the project. MYA and its Consultants will work with John Mahoney, the County's Project Engineer, and others to develop a detailed move and transfer task matrix and critical path schedule, which describes in detail the sequence of events and the responsibilities required to transfer computer operations without interruption. MYA and its consultants will coordinate the development of and draft the critical path schedule and associated supporting documents, for the transfer. 12.6.5 The Computer Center will coordinate its computer vendors, suppliers, and contractors for the design and transfer of the computer system, as the Computer Center develops the computer system design and configuration for installation in the new facility, and during the actual transfer of the equipment and hardware. Documentation of computer systems hardware will be by the Computer Center. Drafting of schedule documentation for the transfer of Computer Equipment will be by MYA. The schedule and task matrix will include items which will not be part of the General Construction Contract, such as the actual moving of computer hardware; and items which are part of the General Construction Contract, such as the preparation of the building and the transfer of certain specialized mechanical and electrical systems devices. -5- 4/1/88 SECURITY 12.7.1 MYA will work with the County, the User, and OCPS on the design of the special security systems for the Project. The County will provide MYA with its requirements, including room by room definition of security levels and requirements, operating procedures, security staffing, etc. 12.7.2 MYA will design and specify all special security and life safety hardware and devices to be used on the Project. TELEPHONE 12.8 MYA and its Consultants will design and specify telephone closets and rooms, service entrance conduit, backboards, risers, empty raceways, conduits, boxes and monuments for the County's telephone distribution system, equipment, cabling and devices. Box, monument, and jack locations will be carefully coordinated with the County and its furniture planners, and will be clearly identified in the documents. 12.8.1 MYA will work in close cooperation and coordination with the County's phone service planner, who will specify the actual telephone station equipment under separate contract. MYA and its Consultants will design empty conduit or raceway from the main telephone service room to telephone closets or distribution panels as required by the County's telephone service planner. MYA and its Consultants will design and specify conduit and cable from telephone closets and distribution punch block panels to individual offices, workstations, etc. 72.8.2 IVA and its Consultants will work in close cooperation with the County's Manager of Computer Resources who will coordinate the telephone requirements for the computer system. MYA and its Consultants will design and specify all required conduits, to bring the telephone company's data cable to the computer room. IYA and its Consultants will design and specify all closets, rooms, backboards, risers, empty raceways, monuments, and boxes, (and if so desired by the County data cable) for the distribution of data cable from the Computer Room to offices, workstations and other locations throughout the building. -6- 4/1/88 SPECIAL DOCUMENT PACKAGING AND BID NEGOTIATION SERVICE 12.9 MYA and its Consultants will provide services to the County for extra printing and packaging of Bid Documents, and extra consulting services to answer questions of Subcontractors during the Bid and Negotiation phase of the work, in the event that the County intends to act as its own Construction Manager. This is considered as an extra service which is included in MYA's fee as stated in Paragraph 11.2.1, and Attachment "A", Item 2, for the sum of Ten Thousand Dollars ($10,000.00). Should the County decide to award the Construction Contract under a single stipulated-sum construction contract to a General Contractor, MYA will reduce its maximum fee limits as stated in Paragraph 11.2.1, Article 11 and Attachment "A" by Ten Thousand dollars ($10,000.00) or approximately 220 hours. MECHANICAL/ELECTRICAL DESIGN TASKS 12.10 ELECTRICAL TASKS - WORK INCLUDED El. Establish loads for building and data processing equipment. £2. Electric service investigation/design and establishing source of stand-by power. E3. Computer power conditioning and uninterruptable power supply investigation and design. E4. Power Distribution design. ES. Establish strategy for transferring of old data processing function to new facility. ES. Lighting design, general, exit, emergency. £7. Fire alarm system design. £8. Data cabling and distribution. E9. Telephone system conduit, raceway and cable. E10. Field observations during construction. Ell. Review and approve Contractor's submittal in accordance with Article 2.6.12. £12. Construction cost estimate during design development and working drawing phases. 12.11 MECHANICAL TASKS - WORK INCLUDED Ml. Establish loads for building and data processing equipment. M2. Coordination with Civil Engineer to establish services. M3. HVAC design. M4. Plumbing design. MS. Energy management/NC temperature controls. MS. Fire protection system design (wet system). M7. Halon system design. -7- 4/11/6 8 M8. Field observations during construction. M9. Review and approve Contractor's submittal in accordance with Article 2.6.12. M10. Construction cost estimate during design development and working drawing phases. OWNERSHIP OF DOCUMENTS 12.12 At the completion of the Project, the drawings and specifications for the Project will become the Owner's property for their use in maintaining, or otherwise improving the facility. COMPUTER ASSISTED DESIGN AND DRAFTING (CADD) 12.73 To the best of the Architects ability, the majority of the Project construction documents will be prepared on AutoCad systems. At a minimum, architectural building plans, reflected ceiling plans, and elevations, as well as all mechanical, electrical and plumbing drawings will be prepared on AutoCad systems and delivered to the County on both floppy disk and on reproducible drawn documents. At the County's request, MYA will prepare civil and structural drawings on AutoCad systems as an extra service which will be additional to the fee as stated in Paragraph 11.2.1, and Attachment "A" for the sum of One Thousand Eight Hundred Dollars ($1,800.00), Item 7. AS-BUILT DOCUMENTS 12.14 After the completion of the construction of the Project, the Architect and its Consultants will deliver a final updated and complete set of architectural construction documents which records all change orders to the Project. The Architects Specification will require the General Contractor and/or all trade Subcontractors to record in accurately dimensioned drawings, all field changes to the project and to submit them to the County's Field Representative. As an Additional Service, the Architect will provide services to the County to record and redraft all of the field changes to the Project, but not vouch for the accuracy of this information, into one final set of as built documents, prepared by AutoCad Systems, for an additional sum of Eight Thousand Four Hundred Dollars ($8,400.00) as stated in Paragraph 11.2.1, and Attachment "A", Item 8. PROJECT SCOPE BASIS OF ARCHITECTURAL SERVICES 12.15 The scope of architectural services described in this Contract, and the fees stated herein, are based on the program statement of building areas and budgets for the Project dated March 1988. -8- 4/11/88 5471,900.00 MIZE22=1,22324 ESTIMATED REINBURSABLE EXPENSES 410,000.00 1,800.00 12,500.00 ATTACHMENT 'A' TOTAL FEE LIMITS - FROM ARTICLE 11,2.1 SERVICES WILL BE iILLED ON AN HOURLY BASIS NOT TO EXCEED THE FOLLOWING FEE LIMITS: .............. *pi ..... ...... 1, BASIC ARCHITECTURAL/ENGINEERING SERVICES - NOT TO EXCEED. S424.550.00 2. ADDITIONAL SERVICES FOR SPECIAL COORDINATION AND DOCUMENT PACKAGING DURING THE BIDDING AND NEGOTIATION PHASE - NOT TO EXCEED. 10.000.00 3, AN ADDITIONAL 160 HOURS OF TIME FOR MEETINGS. MEETING PREPARATION, ' COORDINATION, AND SCHEDULING TO FACILITATE THE MOVE OF THE COMPUTER EQUIPNENT TO THE NEW BUILDING - SEE PARAGRAPHS 12.6 THROUGH 12.6.5 FOR A MORE DETAILED DESCRIPTION OF SERVICES - NOT TO EXCEED. 8,000.00 4. ADDITIONAL SERVICES FOR FURNITURE INVENTORY - NOT TO EXCEED. 5. INTERIOR DESIGN AND FURNITURE PLANNING SERVICES AS DESCRIBED TM PARASRAPHS 12.5.1 THROUGH 12.5.7 - NOT TO EXCEED. 6. ADDITIONAL LANDSCAPE SERVICES AS DESCRIBED IN PARAGRAPHS 12.3 THROUGH 12.3.3 - NOT TO EXCEED. 7. ADDITIONAL SERVICES FOR PRODUCING STRUCTURAL AND CIVIL ENGINEERING DRAWINGS ON AUTOCAD SYSTEM AS OUTLINED IN PARAGRAPH 12.13, 8. ADDITIONAL SERVICES FOR RECORDING ALL FIELD CHANGES TO CONSTRUCTION DOCUMENTS ON AUTOCAD SYSTEM AS OUTLINED IN PARAGRAPH 12.14. 8,000.00 26,750.00 4,400,00 1.800.00 8.400.00 TOTAL NOT TO EXCEED FEE LIMIT IF MYA DESIGNS THE OAKLAND COUNTY COMPUTER CENTER ONLY, 1471,900,00 FEE REDUCTION IF MYA ALSO DESIGNS THE OAKLAND COUNTY LIBRARY AND THE OAKLAND COUNTY COURT HOUSE. 120,000.001 TOTAL NOT TO EXCEED FEE LIMIT IF MYA ALSO DESIGNS THE OAKLAND COUNTY LIBRARY AND THE OAKLAND COUNTY COURT HOUSE. ESTIMATED MYA REIMBURSAILE EXPENSES 1. ONE III FINISHED MODEL 1OPTIONALI 2, ONE RENDERING 1OPTIONALI 3. REPRODUCTION 4. MISCELLANEOUS REINIURSABLES - INCLUDING PHOTOGRAPHY, TELEPHONE, POSTAGE, AND TRAVEL (IF TRAVEL IS SPECIFICALLY REQUESTED BY THE COUNTY/. 3,500.00 TOTAL ESTIMATED REIMOURSAiLE EXPENSES S27.800.00 2SIMMICIMINIZERM PAGE 1 OF 3 • Ili WE BELOW $20.00 $10.00 $8.00 ATTACHMENT 'At SCHEDULE OF RATES FOR ARCHITECT AND PRIMARY CONSULTANTS AVERAGE HOURLY SALARY RATES MINORU YAmASAKI ASSOCIATES. INC. (MTAIt PRINCIPALS 4 SEE NOTE BELOW SENIOR ASSOCIATES $23.00 ASSOCIATESMOJECT ENGINEERS $111.44 SENIOR DESIGNERS $14.00 DESIGNERS $11.33 JUNIOR DESIGNERS MOO NON-TECHNICAL STAFF $10.25 EDELSTE/M ASSOCIATES. INC.(EAII1 PRINCIPAL IN CHARGE $29.00 MECHANICAL TEAM LEADER $23.00 mECHANICAL PROJECT ENGINEER $19.00 MECHANICAL DESIGNER $17.00 MECHANICAL DRAFTSPERSON $12.25 ELECTRICAL TEAM LEADER $28.50 ELECTRICAL PROJECT ENGINEER $19.50 ELECTRICAL DESIGNER $15.00 ELECTRICAL DRAFTSPERSON $12.25 CLERICAL $9.00 LEFKOFSKI, GOBISH i ASSOCIATES 11.9A/: PRINCIPAL ENGINEERS DRAFTSPERSON CLERICAL RYA PRINCIPALS WILL BE INVOICED Al A FLAT RATE OF $100.00 PER NOM. LBA PRINCIPALS WILL BE INVOICED AT A FLAT RATE OF 45.00 PER NOUN, BILLINGS FOR THE EMPLOYEES OF THE ARCHITECT AND PRIMARY CONSULTANTS MILL BE BASED ON THE ACTUAL SALARY RATES OF THE INDIVIDUALS WORKING ON THE JOB TIMES A GROSS MULTIPLIER OF 2.80. PRE 2 OF 3 $100.00 $45.00 ATTACHMENT 'A' moms ...... SCHEDULE OF RATES FOR OTHER CONSULTANTS ...... ----- NOWAK i FRAUS: PRINCIPAL PROJECT ENGINEER SENIOR DRAFTSPERSON ENGINEER CAD TECHNICIAN DRAFTSPERSON TWO (2) MAN FIELD CREW THREE (3) RAN FIELD CREW SECURITY PiTE15, INC.: mARTY WEITECH JEFFSAN, INC.: PRINCIPAL ESTIMATOR GROSS HOURLY BILLING RATES -------- $70.00 $50.00 $41.00 00.00 $39.00 $30.00 $64.00 $76.00 $50.00 FORD t EARL ASSOCIATES, INC.: PRINCIPALS $0.00 DEPARTMENT DIRECTORS $75.00 PROJECT DIRECTORS $63.00 DESIGNERS AND DETAILERS $50.00 MODELERS AID ADMINISTRATIVE SUPPORT $33.00 BILLINGS OF THE 'OTHER CONSULTANTS RILL BE BILLED AT THE ABOVE SPECIFIED GROSS HOURLY BILLING RATES MULTIPLIED BY THE NUMBER OF HOURS ROWED. PAGE 3 OF 3 ADDENDUM TO AIA DOCUMENT 5141 (STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT BETWEEN OAKLAND COUNTY BOARD OF COMMISSIONERS (OWNER) AND MINORU YAMASAKI ASSOCIATES. INC. (ARCHITECT) In the event of any conflict or inconsistency between this Addendum and the form agreement (which contains Article 12) to which it is attached, this Addendum shall prevail. Article 1 - Architect's Responsibilities. 1.1.2 [Add the following:] Owner hereby requests the Architect to submit for Owner's approval a schedule for the performance of the Architect's services. Article 2 - Scope of Architect's Basic Services. 2.2.1 [Add the following:] The services provided hereunder by Architect are based upon and shall be performed by Architect in accordance with the Building Program Statement - Oakland County Computer Center, County Project 87-19 dated March, 1988, a copy of which is attached hereto and made a part hereof (the "Program Statement"). In the event of a conflict between the Program Statement and this Agreement, the provisions of this Agreement shall control. 2.2.2 [Add the following:] The Architect shall update the evaluation of the Owner's program, schedule and construction budget requirements based upon Owner's review and comments on the preliminary evaluation. 2.3 Design Development Phase. 2.3.1 [Add the following:] Design Development documents shall outline and include specifications and such renderings and models as may be authorized by Owner under Article 10.2.1.4. 2.3.2 [Add the following:] Any adjustments to the preliminary estimate of Construction Cost shall be in writing and delivered to Owner on a timely basis. 2.4 Construction Documents Phase. 2.4.1 [Add the following:] The Construction Documents shall include, but shall not belimited to, drawings and specifications, and working drawings which delineate and describe architectural, structural, mechanical, electrical, site development and engineering, civil engineering, security systems, interior systems and irrigation design, as set forth in Article 12. 2.4.2 See Article 12.9 and Section 2.5.1 herein. 2.4.3 [Add the following:] Any adjustments to the previous preliminary estimate of Construction Costs shall be in writing and delivered to Owner on a timely basis. 2.4.4 [Add the following:] The Architect shall also assist Owner in applying for and obtaining permits and approvals of plans and specifications and Construction Documents from public agencies having jurisdiction over the Property, including delivery of Construction Documents and revised Construction Documents. 2.5 Bidding or Negotiation Phase. 2.5.1 [Add the. following:] In accordance with Section 4.8, Owner shall furnish all legal, accounting and insurance counseling in connection with obtaining bids, negotiated proposals and in awarding and preparing construction contracts and other contract documents, 2.6 Construceion phase— Administration of the Construction Contract. 2.6.2 [Add the following:] The terms, of this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement (see Section 9.2). In the event of any conflict or inconsis tency between this Agreement and the terms of the AIA Document A201, General Conditions of the Contract for Construction, as between Owner and Architect, the provisions of this Agreement shall prevail. Notwithstanding the foregoing,. Owner reserves: the right to contract for construction servicesproviding for Architect's administration of the Contract of Construction on terms other than or modified from the AIA Document A201, General Conditions of the Contract for Construction-. Duties and responsibilities of the Architect shall not be modified or extended without the written agreement of the_ Owner and Architect. Basic; services shall include approximately ten (10) man: days per -montft during the Construction Phase, based upon an 18 month Construction Phase. 2.6.3 [Replace. 2.6.3 in its entirety with the following:I Duties and responsibilities of the-Architect shall not be modified or extended without thea written agreement of the Owner and Architect. 2.6.4 [Add the following:] Provided, however, Owner reserves the right to appoint a representative empowered to act for Owner during the Construction Phase and to supersede the Architect's Construction Phase responsibility to the extent set forth in a written notice to Architect. Architect shall not exercise any of its prerogative or duties hereinabove enumerated in such manner as to increase the cost to Owner of constructing the Project without Owner's prior written approval. 2.6.5 [Delete second sentence and add the following at the end of Section 2.6.5:] Architect shall notify Owner, in its professional opinion, whether more frequent inspection may be necessary or appropriate in order for Architect to determine if the work is being performed in accordance with Contract Documents:. (See.. Section 3.2.1 for Additional Services). -2- 2.6.6 [Add the following:] Notwithstanding the foregoing, Architect shall promptly notify Owner of any acts or omissions of Contractor deviating from the Construction Documents, and of any means, methods, techniques, sequences, procedures, or safety precautions not in conformity with generally accepted construction procedures which come to the attention of Architect. 2.6.7 [Add to the beginning of Section 2.6.7, the following:] The Owner. and . 2.6.10 [Delete entire paragraph and substitute the following:] The Applications for payment submitted by the Contractor shall be reviewed by Owner's project representative and forwarded to Architect for comment. All final certifications for payment shall be made by Owner with the comment and recommendation of Architect. 2.6.11 [Add after 1st and 3rd time "Architects" appears in Section 2.6.11:] *with the consent of Owner. 2.6.12 [Add the following:] The Architect shall determine those items which shall be submitted by the Contractor to the Architect for review so as to assure compliance with all construction documents and requirements. The Architect shall review or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the purpose of checking for conformance with the design concept of the work and with information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay in the Work or in the Construction while allowing sufficient time in the Architect's professional judgment to permit adequate review. The Architect's review of specific items shall not indicate approval of an assembly of which the item is a component. 2.6.13 [Add the following:] Owner shall submit all change Orders and Architect will issue Bulletins and Construction Change Directives. All Bulletins and Construction Change Directives resulting from deficiencies or conflicts in the Construction Documents shall be included as part of Basic Service. 2.6.16 [Delete last clause of final sentence and add the following:] . . and shall make interpretations and decisions in good faith. 2,6.17 [Add after the word "Architect" in Section 2.6.17] *with the advice and consent of Owner. 2.6.18 [Add the following:] Any such written decision shall not be binding on Owner, subject to the provision of the Owner-Contractor Agreement to be executed. 2.6.19 [Delete all of Section 2.6.19 and replace with the following:] The Architect shall have the authority to reject work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is necessary or advisable for -3- the implementation of the intent of the Contract Documents, the Architect will have authority to require special inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such work is then fabricated, installed or completed; provided, however, if the Contractor disputes the rejection of any work and the correction thereof shall involve additional cost or time, it shall be Owner's option to accept such work whether it be conforming or non-conforming. 2.6.20 [Add the following:) Owner and Architect agree and acknowledge that Owner is entering into this Agreement in reliance on Architect's professional abilities. Prior to the commencement of construction, Architect shall certify to Owner that the Drawings and Specifications, all other drawings and the improvements, in its professional judgment, conform to all applicable governmental regulations, statutes, and ordinances. The Architect represents that it will be liable for its negligence, in judgment relative to its professional services, as determined by a court of competent jurisdiction. Article 3- Additional Services 3.3 Contin•ent Additional Se 'ce 3.3.3 [Add to the beginning of Section 3.3.3:] Subject to the provisions of 2.6.13. 3.3.4 [Insert after the word "substitutions" in first line of Section 3.3.4:] *(other than minor substitutions). 3.3.5 [Add the following:) Provided that the replacement of work is from causes other than a deficiency in services provided by Architect. 3.3.8 [Add to the beginning of Section 3.3.8:] Subject to the provision of 2.4.4. 3.4 Ostional Additional Services. (The following items shall be considered Optional Additional Services except to the extent included in Basic Services by the modifications to this Agreement - See Article 12). 3.4.10 [Add the following:] Two (2) Construction Cost estimates shall be provided by Architect and included as a part of Basic Services. Construction Cost estimates shall be based upon the Program Statement. 3.4.13 3.4.15 3.4.16 3.4.19 See Article 12. See Article 12. See Article 12.14. See Article 12. -4- Article - Owner's Responsibilities. 4.5 4.6 See Article 12.2. See Article 12.2.1. 4.6.1 [Add the following:] It shall be Architect's responsibility to timely advise Owner of all services which may be required by Architect's consulting team. 4.7 [Add the following:] Architect shall advise Owner of such tests, inspections and reports which may be required to verify Contractor's compliance with the requirements of the Construction Documents. 4.9 [Add the following:] However, Architect shall notify Owner of any errors, problems or inaccuracies which it becomes aware of in the course of its use of such services, information, surveys and reports. 4.10 [Add the following:) If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents, written notice thereof shall be given by the Owner to the Architect. Any failure by Owner to detect faults or defects shall in no way relieve Architect from its obligations under this Agreement. 4.11 [Add the following after the word "approval's] . . as soon as possible, but not later than . . . Article 6 - Use of Arch'tectse Drawings Specifications and Other Documents. 6.1 [Delete in its entirety and replace with the following:) All drawings and specifications, computations, sketches, test data, survey results, photographs, computer aided design drawings, copies of program document discs, renderings, models, correspondence, internal memoranda, work product of Architect's consultant team, and other material peculiar to the services proposed by Architect or Architect's consultants (the "Work Product") shall become the property of Owner upon payment to Architect for the services rendered hereunder. Architect shall not revise the Work Product to build a similar project which could diminish the value of the original project, without the prior written consent from Owner. With respect to the subsequent use of the Work Product: (1) Owner may utilize the Work Product with respect to construction, maintenance, repair and modification of the Project. -5- 8.4 [Delete]. (2) Owner may utilize the Work Product with respect to another project if: (a) Owner engages Architect to perform architectural service with respect thereto at a reduced fee to be negotiated, or (b) Owner engages another licensed architect with respect to said project and agrees to hold Architect harmless and indemnify Architect from any claims arising out of Owner's subsequent use of said Work Product. (3) Architect may utilize any of the constituent parts of the Work Product on any other project except for any unique or distinctive architectural components or effects which taken independently or in combination would produce a project with substantial similar and distinctive features. Article 7 - Arbitration. 7.1 [Insert at beginning:] Only in the event that Owner and Architect mutually agree in writing to elect arbitration, IN 7.3 [Delete all but final sentence and replace with the following:] Any and all arbitration arising out of or relating to this Agreement shall include, by consolidation, joinder or joint filing, any additional person or entity not a party to this Agreement to the extent necessary to the final resolution of the matter in controversy. Owner shall include its option to arbitrate and consolidate in the Owner-Contractor Agreement and shall provide that similar provisions be included in subcontracts and purchase orders. Article 8 - Termination Suspension or Abandonment 8.1 Change "seven days" to "thirty days". 8.5 [Add at end of first sentence:] In the event of a dispute with respect to the amount due the Architect for service and expenses, Architect shall resume performance upon payment by Owner of the amount not in dispute and payment into an interest bearing escrow account of the amount which is being disputed. [Delete last two sentences]. Article 9 - Miscellmgclui_Eulyipjan 9.1 [Delete all after the word "law" and add:] ...of the State of Michigan. 9.2 [Add the following:] In the event of any conflict or inconsistency between this Agreement and the terms of the AIA Document A201, General Conditions of the Contract for Construction form, the provisions of this Agreement shall prevail. 9.3 [Delete entire Section 9.3]. -6- 9.4 [Add the following:] Notwithstanding the foregoing, Owner may assign this Agreement to any affiliated party provided that Owner shall nevertheless continue to be responsible for payment of all Basic Services and Additional Services incurred through the date of said assignment. In the event that Architect is in default under this Agreement and does not cure any such default within 14 days of notice of such default, Owner shall have the option of using Architect's successors or assigns or may replace such successors or assigns with a substitute architect. 9,10 [Add the following provision:] The Architect agrees to indemnify, protect, defend and hold harmless the Owner, its affiliates and the Owner's Representative and their respective officers, directors and employees (collectively "Indemnitees") against and from all claims, damages, losses, liens, causes of action, suits, judgments and expenses, including attorney fees of any kind or description (collectively "Liabilities") arising from damages resulting from or arising out of negligent acts, errors or omissions in the professional services provided to the Owner pursuant to this Agreement. 9.11 [Add the following:] No consent or waiver, express or implied, by either party to this Agreement to or of any breach of default by the other in the performance of any obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach of default by such party hereunder. Failure on the part of any party hereto to complain of any act or failure to act of the other party or to declare the other party in default hereunder, irrespective of how long such failure continues, shall not constitute a waiver of the rights of such party hereunder. Inspection by, payment by, or tentative approval or acceptance by Owner or the failure of Owner to perform any inspection hereunder, shall not constitute a final acceptance of the Work or any part thereof and shall not release Architect of any of its obligations hereunder. 9.12 [Add the following:] The Architect agree, at no cost to the Owner, to obtain and maintain professional liability insurance in an amount not less than $2,000,000.00, with a deductible not in excess of $50,000.00, for each occurrence and in the annual aggregate, insuring against damages resulting from or arising out of negligent errors or omissions in the professional services provided pursuant to this Agreement. Architect shall also maintain worker's compensation, automobile (owned and non-owned) and comprehensive general liability insurance. All such insurance shall be obtained from insurance companies authorized to do business in the State of Michigan, shall be non-cancellable by endorsement without 30 days prior written notice to Owner, and shall be evidenced by certificates of insurance to be delivered to Owner upon execution of this Agreement. Architect warrants to Owner that no insured, and/or his predecessor(s) in business has/have knowledge of any pending claim under this policy other than those disclosed in writing to Owner. -7-- 9.13 [Add the following:] In connection with the performance of work under this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin or handicap. The aforesaid provision shall include but not be limited to: recruitment or recruitment advertising; employment upgrading, demotion or transfer; lay-off and selection for training including apprenticeship; in accordance with rules and regulations promulgated by the Federal (Compliance Responsibility for Equal Opportunity - Chapter 60, 60-1, 4, No. 1-7) and State (Standards and Procedures for Executive Directive 1975-6, Section II-C, and V-A & B) Agencies and related Federal and State laws and regulations. 9.14 [Add the following:] Architect shall not be relieved of its professional responsibilities and duties under this Agreement as a result of its receipt from Owner of Owner's consent, approval or certification of any items or document except to the extent that Owner, in its written consent, approval or certification, relieves Architect of a specific responsibility or duty under this Agreement. Article 10 - Paysients to the Architect 10.3.1 [Delete entire Section 10.3.1]. 10.3.3 [Add the following:] Except as 'otherwise. provided, the compensation for Basic and Additional Services rendered as provided herein shall not exceed the "Not to Exceed" limits contained in Attachment "A". 10.5.1 [Delete last six words and replace with the following:] ... has been found to be negligent. Article 11 - Basis of Compensation 11.5.1 Increase to 24 months. 20110/050488 -8-