06 - 7555-15 Subconsultant Staffing List-Architecture and Engineering.docx

STATE UNIVERSITY OF NEW YORK

CONSULTANT TERM AGREEMENT

(For Term or Backdrop Term agreements for Architectural and Engineering Design Services and Studies)

This Agreement made as of the _________ day of _______________________, 20____, for Contract Number _________________ by and between STATE UNIVERSITY OF NEW YORK, _______________________, with its principal office located at _________________________________, hereinafter referred to as "University" and ________________________having its principal office located at ______________________________________, hereinafter referred to as “Consultant”, hereinafter the University and Consultant are collectively referred to as the “Parties”.

WITNESSETH:

WHEREAS, the University has a need for professional and design services for a wide range of projects, including but not limited to, repair, rehabilitation, reconstruction and improvement of University facilities; and

WHEREAS, the Consultant will be available during the duration of the Agreement to undertake such professional and design services; and

WHEREAS, the specific efforts for professional and design services, hereinafter referred to as the “Project(s)”, will be subject mutual agreement by the Parties; and

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

Article I

CONSULTANT’S BASIC SERVICES

The Agreement term is _______________ through _______________.

The Projects to be performed under this Agreement may be subject to source selection. For each Project determined by the University as appropriate for performance under this Agreement a Project Request for Qualifications (RFQ), will be provided to the Consultant. If selected, the Project will be initiated by a Letter of Authorization issued by the University and countersigned by the Consultant. Such Letter of Authorization will contain, among other items, the project Scope of Services to be accomplished, the time of completion of such services, and the project Compensation Schedule defining the fee to be paid to the Consultant for such services. The total cumulative value of this Agreement shall not exceed ______________.

The Consultant shall provide such professional services as may be necessary to complete the study or the design and construction oversight for each Project performed under this Agreement. Unless specifically stated in the Project Request for Qualifications, the Project shall include, but is not limited to, the following:

SECTION A - GENERAL SERVICES

1. Determine the staffing and subconsultants necessary for the timely performance of the services required hereunder to meet the University’s Project requirements.

2. Periodically advise the University of the progress of the Project, or of the planning, design and construction of the Project and any anticipated delay in the same.

3. Attendance, together with its subconsultants, at all conferences reasonably required by the University and the taking, preparation and distribution of minutes of all such conferences.

4. Coordinate all the services to be provided under the Project with any related projects being undertaken by the Consultant or by others.

SECTION B - SPECIFIC SERVICES FOR DESIGN OF CONSTRUCTION PROJECTS

1. Program Phase

a. Attend orientation meetings at the Project site and University office to review the terms of this Agreement and University procedural requirements as they pertain to the Project.

b. Prepare an analysis of the following factors: educational requirements; site and property requirements; environmental influences; availability, relocation, provision and extension of all utilities; local building practices; time schedules for all phases of the Project; budget and cost forecasts; pedestrian access and egress patterns; public transportation facilities; vehicular traffic, and parking availability and nature.

c. Review the function, scope and intent of the Project, and, when deemed necessary by the University, the preparation of drawings indicating the contract limits of the proposed construction contract.

d. Prepare an analysis of the site and, in the case of the rehabilitation of an existing building, the existing condition of the building, including, but not limited to, determining the location, measurement and submitting a report to the University setting forth such analysis and specifying additional information, such as topography, soil data, and municipal agency and utility company projects that may be required for the development of the Project and containing recommendations for the action necessary to obtain such information.

e. Prepare diagrammatic studies of the Project showing, in the case of a project involving a structure, the utilities and other structures; and, in the case of a project involving site work, the relationship of site systems to the site, services, utilities and structures.

f. Prepare an analysis of the probable cost of the Project, based upon square foot area, volume and/or systems involved.

g. Prepare and submit to the University for its approval a Project Phase Report, prepared in a format acceptable to the University, setting forth in detail the function, scope and intent of the Project. Submission of the aforesaid report by the Consultant shall constitute its acceptance of the Program, unless otherwise specified and agreed to by the University in writing.

h. The University reserves the right at any time during the term of this Agreement to omit any portion of the services as may be deemed reasonably necessary without constituting grounds for any claim by the Consultant for allowances for damages. If such alteration results in a reduction of the services work covered by this Agreement, a proportionate deduction shall be made.

g. Coordinate and follow the State University Construction Fund (SUCF) Bulletins and Directives, and the State University of New York Space Guidelines (“Facilities Programming Standards”) as may be required to successfully complete the Project, or as required by the University.

2. Schematic Design Phase

a. Prepare, submit and present to the University the architectural concept of the Project (Schematic Approach) including but not limited to, sketches to illustrate the fundamental character of one or more design concepts which satisfy the basic requirements of the Project,

b. Prepare and submit to the University for its approval a Schematic Design Report which shall include, but not be limited to:

1. Graphic material, code analysis, and information as is necessary to fully illustrate the proposed design and the construction materials of the Project. Such material will also illustrate the relationship of the Project to other projects on the campus, either existing or proposed, and any other factors which may affect the design of the Project or otherwise involve or relate to the Project.

2. Engineering reports analyzing and economically justifying the proposed structural, mechanical, electrical and other technical systems included in the Project.

3. A cost estimate, hereinafter referred to as the "Schematic Cost Estimate", of sufficient detail to indicate that the proposed design can be constructed within the limitations of the Project Budget.

3. Design Manual Phase

a. Prepare preliminary plans of the Project, including elevations and/or sections, based on the approved schematic design and the University’s comments. Such plans shall fully develop graphically the design, scope and concept of various systems of the Project.

b. Prepare outline specifications describing in narrative style design decisions in each of the technical areas, performance criteria and materials of various components and systems of the type of structure and/or site work, systems and such other work and details as may be required to complete the design of the project.

c. Prepare, in the case of a project involving a structure, furniture, furnishings and equipment layouts of all rooms and spaces in the Project.

d. Prepare, in the case of a project involving a structure, an analysis of the relationship of the designed gross and net square foot areas to programmed areas of the Project.

e. Prepare study perspectives and models illustrating in detail the architectural design of the Project.

f. Prepare and submit for approval a detailed cost estimate based upon a preliminary quantity takeoff of all work necessary for the complete construction of the Project. Such estimate will be completed during the preparation of preliminary plans and outline specifications and is hereinafter referred to as the "Design Manual Cost Estimate.” The Design Manual Cost Estimate shall be in sufficient detail to demonstrate to the University that the work designed is within the University's Project Budget.

g. Prepare and submit for approval scope descriptions and cost estimates of feasible design alternatives which will allow for construction contract award flexibility.

h. Prepare and submit for approval a Design Manual Report, incorporating design decisions, preliminary plans, outline specifications, cost estimate, time schedules and such other information required by the Design Manual Report.

i. Presentation of the approved Design Manual Report to University representatives.

4. Construction Document Phase

a. Prepare and submit for approval a complete set of final working drawings which clearly define all additive and/or deductive alternates and all graphic illustrations necessary to accurately bid and complete the construction of the Project. The Consultant's compensation, if any, for services in connection with alternates shall be determined in accordance with the provisions of Article III Section F (8) this Agreement.

b. Prepare and submit for approval a complete set of final specifications in University format setting forth in detail and describing the work to be performed by the contractor and the finish and the quality of materials and workmanship to be required of the contractor.

c. Prepare and submit for approval a detailed cost estimate, based upon the complete contract documents, of all work necessary for the complete construction of the Project, such estimate is hereinafter referred to as the "Pre‑Bid Cost Estimate.”

In the event the bids of all qualified, responsible and reliable contractors for the construction of the Project are in excess of the amount of the Project Budget the Consultant, to the extent deemed necessary by the University, shall revise all or any part of the drawings and specifications of the Project. Such revisions are subject to acceptance by the University. If the construction contract for the Project has been awarded by the University, the Consultant shall prepare all credit change orders, including any necessary revisions to the drawings and specifications that the University may deem advisable to bring the cost of the Project within said Project Budget. Notwithstanding any other provisions of this Agreement, the services to be provided by the Consultant under the provisions of this paragraph, shall be provided at no additional cost to the University, except for in such cases where the University determines, at its sole discretion, that the factors which caused the variance between the low bid and said Project Budget were not the responsibility of the Consultant or could not have been reasonably anticipated by the Consultant. For the purposes of this subdivision only, the term Project Budget shall be the amount that the University is willing to spend for construction of the Project.

d. Apply to the Labor Department of the State of New York for wage schedules for each construction contract and incorporate the same in the specifications for each contract.

e. Prepare and submit a Pre‑Bid Report, which shall include, but not be limited to, the final working drawings and specifications and “Final Cost Estimate” to the University for its review and approval a minimum of four (4) weeks prior to the date set for the advertisement for bids from contractors. The Consultant assumes complete responsibility for the correctness, accuracy and completeness of the final working drawings and final specifications and for their coordination with the work of its subconsultants. The approval of such drawings and specifications by the University shall in no way affect or limit this responsibility of the Consultant.

f. Assemble and distribute the bid documents to prospective bidders and plan rooms.

g. Support the seeking of bidders, opening and analysis of bids, investigation and selection of bidders and make recommendations relative to the award of each contract for the construction of each Project.

5. Construction Phase - General Administration of Construction Contracts

a. Furnish general administration of each construction contract awarded for the Project until final completion and acceptance by the University of the construction of the Project.

b. Furnish field administration of each construction contract and inspection of the work of each contractor in an effort to guard the University against inferior materials or workmanship. The Consultant shall exercise its best efforts to see that the Project is constructed in accordance with the drawings and specifications. The Consultant does not, however, guarantee that a contractor will not breach its construction contract, but the Consultant shall exercise its best efforts to discover any breach by a contractor. After it becomes aware of any breach it shall immediately notify the University. In the event of such breach, the Consultant shall submit to the University its recommendations for appropriate remedial action.

c. Arrange for and/or provide general administration, field administration and inspection of each construction contract by home office personnel of the Consultant and its subconsultants who are expert in the technical areas of work involved in the Project. Such field administration and inspection shall be provided at regular intervals, and at special times as directed by the University. The Consultant shall provide such field administration and inspection on an average of not less than twice a month during the Construction Phase and shall require its subconsultants to provide such field administration and inspection not less than twice a month during the Construction Phase when work in the subconsultant's specialty is in progress. Said services shall be provided without additional compensation except that, when the total direct labor cost of such general administration, field administration and inspection plus 150 percent of the same equals one‑half of the Construction Phase Fee [(Total Direct Labor cost + (Total Direct Labor Cost)*1.5) > (Construction Phase Fee)*.5]. Additional services in the field, unrelated to any fault or omission of the Consultant or its subconsultants, required and approved in writing by the University, will be paid for by the University in accordance with the provisions of Article III Section F subdivision (3) and Section H subdivision (2).

d. Furnish a Field Representative and such assistants as are required to give full‑time personal field administration of each construction contract and inspection of and attention to all the work to be performed by each contractor when requested and approved in writing by the University. The field administration, inspection and attention provided by the Field Representative and/or assistants shall not be in lieu of or a substitute for the administration, inspection and attention required to be furnished by the Consultant hereunder but shall be in addition to. The Consultant's compensation for such Field Representative and assistants shall be determined in accordance with the provisions of Article III Section F (2) and (7).

e. Obtain, review and approve each contractor's time progress schedule. The Consultant shall and exercise its best efforts to see that the completion date for the construction of the Project as set forth in each construction contract is met, and shall periodically review the construction progress and performance and advise the University of the same. Each construction contract for the Project shall provide that time is of the essence for the completion and construction of the Project. The Consultant agrees to assist the University in an effort to achieve the specified completion date by advising the University of actions that could be taken to prevent or eliminate delays. The Contractor shall have responsibility for its time, means and methods of construction and for construction site safety.

f. Develop a time schedule with each contractor which shall be designed to avoid delays during construction and to assure an even flow of work. The said schedule shall cover the preparation and submission of all shop drawings and samples. The Consultant shall exercise its best efforts to see that each contractor adheres to such schedules. The Consultant shall review and comment upon shop drawings and samples furnished by each contractor within fifteen (15) working days of receipt of the same; provided, however, the same are submitted in accordance with the aforesaid time schedule.

g. Assume complete responsibility for the interpretation of the meaning and intent of the drawings and specifications. For interpretation affecting contract cost and/or material substitution, prior concurrence of the interpretation must be obtained from the University.

h. Take positive action to safeguard the interest of the University whenever the necessity for such action comes to the Consultant's attention. Such action shall be within the limits of the Consultant's authority hereunder and under the provisions of the applicable construction contract.

i. Prepare and submit to the University a detailed estimate, evaluation, and recommendation on any proposed change orders or field orders and contractor’s proposals for such work. After obtaining the University’s written approval of a proposed change order, the Consultant shall prepare the change order. Except in the case of an emergency which threatens safety or substantial injury to property, neither the Consultant nor any of its representatives can authorize any change order or field order or change in the work covered by the construction contract without the prior written approval of the University. The Consultant’s compensation, if any, for services in connection with change orders or field orders shall be determined in accordance with the provisions of Article III Section F (6).

j. Keep records setting forth the field progress, the submission and processing of shop drawings and samples, and the progress of the Project as it relates to each requisition for payment of each contractor.

k. Review and approve partial and final requisitions submitted by construction work.

l. Conduct field meetings with representatives of the various trades and the contractors engaged in the construction of the Project. Such meetings will be held at regular intervals and will include the preparation and distribution of the meeting minutes.

m. Submit monthly progress reports to the University during the Construction Phase of the Project based upon personal observation of the Consultant or its staff. Such reports shall include, but are not limited to, an analysis of the construction time schedule as contrasted to field progress and anticipated delays in construction.

n. Assemble the written guarantees, manuals and as‑built drawings required of each contractor and submission of the same to the University.

o. Inspect the Project thirty (30) to forty‑five (45) days prior to the time the University is to take over, use, occupy or operate any part or all of the Project and furnish a punch list and/or report to the University of contractor. The Consultant shall exercise its best efforts to see that such work items are satisfactorily completed.

p. The Consultant shall exercise its best efforts to see that all discrepancies and deficiencies covered by guarantees provided by each contractor are promptly remedied; inspection of the Project forty‑five (45) to sixty (60) days prior to the end of the one (1) year general guarantee period; furnish a list and/or report to the University of observed discrepancies and deficiencies covered by contractor guarantees; and monitor and inspect the performance of the required remedial work.

SECTION C - SPECIFIC SERVICES FOR STUDIES

1. Programming Phase

a. Assist the University in defining all aspects of the scope of the Study. For facility-related studies include meetings with the primary space users, the collection of detailed room data, technical aspects of the proposed work, development of a Program Budget, and development of a construction schedule, and phasing and/or surge requirements. For site-related studies, include sufficient utility, topographical, environmental, traffic, and pedestrian aspects of the proposed work, development of a Program Budget, and development of a construction schedule and phasing requirements.

b. Identify all constraints, especially as the same may be affected by Code or environmental requirements, or influence site location, or affect structural, building, mechanical, electrical, plumbing systems.

c. Coordinate and follow the State University Construction Fund (SUCF) Bulletins and Directives, and the State University of New York Space Guidelines (“Facilities Programming Standards”) as may be required to successfully complete the Study, or as required by the University.

d. The Study will be in a format that is acceptable to the University and include, but not be limited to:

1) A descriptive summary stating the problem to be addressed by the Study in programmatic, non-technical terms. A description of the work indicating where and what will be done to solve the problem. A quantitative description of the project scope.

2) A general description of the background material that identifies the purpose, philosophy, goals and objectives of the Study; the condition and utilization of the existing facility; the academic or administrative units to be served; and the Study’s role in fulfilling the above.

3) A list of Project alternatives and statements about the alternatives, and a justification for the preferred course of action.

4) A list of the academic, administrative and support units to be accommodated. A list of the major activities of each unit (i.e., teaching research administration, public service, or other activity), and primary and secondary relationships to each other and other University units and an explanation of contacts with, or relationships to, external entities, if any.

5) Space descriptions which include, but are not limited to adjacencies, space area and height, MEP requirements, IT, telephone, data, room finishes, and other special requirements.

6) An analysis and basis for recommendation of the structural, mechanical, electrical, plumbing, building systems and site utilities, as well as the identification of environmental issues, and the presence of hazardous materials requiring abatement as applicable.

7) General energy conservation measures, Energy Code compliance, compliance with Executive Order 111, and LEED accreditation as/if applicable.

8) Demonstrate New York State Building Code compliance through a basic evaluation that identifies Use and Occupancy Classification, Height and Area analysis, Construction Classification, Fire Resistance Ratings, Interior Finishes, Fire Protection systems and Exiting Egress and Handicapped Access.

9) Site recommendations for access (general pedestrian, handicapped, emergency vehicle and building services), and landscape and amenities.

10) Requirements for construction schedules, project phasing and the identification of surge requirements.

11) A system level cost estimate for each of the concepts and options presented. All costing shall be in a format acceptable to SUNY and in compliance with SUFC’s Project Cost Reporting Guide.

12) Supporting information, including historical and projected enrollment for students, faculty, support staff, and such other pertinent data including grants and contracts.

2. Architectural Concept Design Phase

a. Prepare and submit a Concept Design that complies with the requirements indicated in the SUCF Directive 1A-3, latest addition. A copy of the Directive can be found under Directives and Bulletins on the SUCF web site http://www.sucf.suny.edu/design/projdirw.cfm. Upon review and comment by the University incorporate all approved comments into a final Concept Report.

Article II

ADDITIONAL OBLIGATIONS AND RESPONSIBILITIES

SECTION A - SEQUENCE OF SERVICES

Except as provided herein, the services described in Article I shall be rendered in the same sequence as they appear in this Agreement. Where the Project includes more than one construction contract to be let by the University, the Consultant shall provide all of the services required under this Agreement for each such construction contract.

SECTION B - SUBCONSULTANTS

The Consultant shall not engage, contract with or use the services of any subconsultant without obtaining the prior written approval of the University. The Consultant shall submit for approval a report of the scope of services to be provided by each of its subconsultants. Such report shall include acknowledgement by the subconsultant. No provision of this Agreement and no approval by the University of the scope of the services to be provided by the subconsultants shall be construed as an agreement between the University and any subconsultant of the Consultant or with any person, firm or corporation engaged by, contracted with, or whose services are utilized by the Consultant. Nor shall it in any way affect the responsibilities of the Consultant hereunder. Unless otherwise agreed to in writing by the University the fees of any subconsultants retained by the Consultant shall be deemed covered by the Total Fee to be paid by the University to the Consultant.

SECTION C - CONSULTANT’S PERSONNEL

All personnel assigned by the Consultant to the Project shall be required to cooperate fully with personnel assigned by the University to the Project. In the event the Consultant's personnel fail to so cooperate, they shall be relieved of their duties in connection with the Project at the request of the University.

SECTION D - COORDINATION

The Consultant shall designate one person who, on its behalf, shall be responsible for coordinating all of the services to be rendered by the Consultant hereunder. Such designee shall be subject to approval by the University.

SECTION E -DRAWINGS AND SPECIFICATIONS, GRAPHICS AND REPORTS

The drawings, specifications, graphics and reports prepared by the Consultant shall conform with all applicable laws, governmental rules and regulations, and the requirements of the Project. The Consultant shall be responsible for obtaining all required permits, approvals and clearances from the appropriate state and local authorities with the exception of those required to be obtained by the contractor or University.

SECTION F - PATENTS

The drawings and specifications, graphics and reports, prepared by the Consultant shall not, without the prior written approval of the University, specify or require any patented article, design or process which is of a proprietary nature or requires payment of royalties for its use by the University.

SECTION G - GRANTS AND LOANS

In the event that the University is a recipient of or applicant for a grant or loan for the Project from any individual, firm, association, corporation or foundation or from any governmental department or agency, the Consultant shall support such efforts without additional compensation for up to forty (40) direct labor cost hours. Support shall include the attendance at all conferences requested by the party making the grant or loan, submittal of all necessary studies, drawings, specifications, documents, forms and estimates for the approval of such party, preparation of reports for grant or loan requirements during the Construction Phase, and revision of any and all studies, drawings and specifications for the Project to comply with the requirements of the aforesaid party in connection with the grant or loan. If, in the judgment of the University, any of such revisions are caused by a change in the requirements of the party making the grant or loan and are found to be necessary after the Consultant's performance of part of the work to be revised, the Consultant will be entitled to extra compensation for such revisions and related extra work in accordance with the provisions of Article III Section F (3).

SECTION H - REPRODUCTIONS

The Consultant, at its own cost and expense, shall supply reproductions of graphics, reports, plans, specifications, and other data and documents pertaining to the Project for its own use and interoffice use with its sub-consultants. The University shall be entitled to be supplied with one computer readable copy in accordance with formats specified by the University and a maximum of six (6) hard copy reproductions of any plans, specifications, reports and other data and documents required to be prepared by the Consultant pursuant to Article I. If requested by the University reproduction of Contract Documents for bidding/construction purposes shall be the responsibility of the Consultant, and shall be reimbursed by the University for the actual cost plus 10 percent.

SECTION I – CLAIMS

In the event any claim is made or any action brought in any way relating to the study or to design or construction of the Project, the Consultant, without additional compensation, will diligently render to the University any and all architectural and engineering assistance which the University may require of the Consultant. Such assistance shall include but is not limited to, the making of analyses and reports. The Consultant shall not be required by the University, to prepare mock‑ups, make tests or testify at a trial or pre‑trial proceeding without extra compensation; Notwithstanding the foregoing, the Consultant shall furnish such services at its own cost and expense in the event the claim or action has arisen from the negligence of the Consultant or the failure of the Consultant to properly and fully perform its obligations and responsibilities under this Agreement.

SECTION J - CHANGES AND/OR REVISIONS

At any time during the term of this Agreement the Consultant shall change and/or revise any and all drawings and specifications, graphics, and text of the Study related to the Projects, upon the request of the University.

SECTION K – BUDGETS

1. For Construction Projects: At the time the construction contract or contracts are scheduled to be bid the University shall establish a Project Budget based on the amount that the University would be willing to spend for each Project. The estimated cost of construction of the Consultant's design shall at all times be within the applicable Project Budget unless revised in writing by the University. In the event the estimated cost is at any time in excess of the University's Project Budget, the Consultant, to the extent deemed necessary by the University, shall revise all or any part of the drawings and specifications of the Project. Such revisions are subject to acceptance by the University. Unless otherwise directed by the University, the cost analysis and all cost estimates referred to in Article I Section B subsections (1)f, (2)b, (3)f, (4)c and (4)e shall be prepared by a cost analyst approved by the University.

2. For Studies: Unless otherwise directed by the University, the cost analysis and all cost estimates referred to in Article I Section C subsections (1) & (2) of shall be prepared by a cost analyst approved by the University.

SECTION L – SUPERVISION AND DIRECTION

The services to be performed by the Consultant shall at all times be subject to the general supervision and direction of the University. The University shall determine every question of fact which may arise in relation to the interpretation of this Agreement and performance by the Parties of their respective obligations and responsibilities. Any such decision by the University shall be final, conclusive and binding upon the Consultant unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary or so grossly erroneous as to necessarily imply bad faith.

The University reserves the right to have the State University Construction Fund (Fund) act on its behalf at any time or during any phase of the project authorized by this Agreement. Such designation of the Fund to act on behalf of the University shall be in writing addressed to the Consultant and signed by the University.

Article III

PAYMENT FOR SERVICES

SECTION A - BASIC COMPENSATION FOR DESIGN OF CONSTRUCTION PROJECTS

1. For the purposes of this Agreement, the term “Total Fee” shall mean the total compensation payable to the Consultant under the provisions of subdivisions (1), (2), (3) and (4) of this Section. The Total Fee shall be defined in the Compensation Schedule and shall be a negotiated lump sum and shall include any and all costs for subconsultants, telephone, postage, travel and meals, provided in connection with the Project. All of the services required to be provided by the Consultant under this Agreement shall be deemed to be covered by the Total Fee. The Consultant shall not be entitled to extra compensation or reimbursement of unauthorized additional expenses. Except as otherwise provided for herein, payment of the fee shall be divided into phases. The value of each of the phases shall be computed as follows:

a. Upon completion and acceptance by the University of the Program and Schematic Design Phase, a sum equal to 20 percent of the Total Fee.

b. Upon completion and acceptance by the University of the Design Manual Phase, a sum equal to 20 percent of the Total Fee.

c. Upon completion and acceptance by the University of the Construction Documents Phase, a sum equal to 40 percent of the Total Fee.

d. Upon completion and acceptance by the University of the Construction Administration Phase, a sum equal to 20 percent of the Total Fee.

2. During each phase the University shall make monthly installment payments to the Consultant not to exceed the percent of Total Fee identified for that phase. The amount of the monthly installment payments shall be in proportion to the amount of services rendered by the Consultant as determined by the University on its receipt of reports from the Consultant as to the progress of the services to be furnished in the respective phases. The University reserves the right to obtain certified payroll records in support of any application for payment from both the Consultant and any subconsultants.

3. Notwithstanding the foregoing, in the event that the University, during one of the Phases of the Project, suspends all or any part of the Project, the Consultant, shall be paid for its services during such Phases as follows: (1) for services performed by the Consultant prior to such suspension, a sum equal to the percentage of completion prior to the suspension; and (2) for services performed by the Consultant following the resumption of all or any part of the services, a renegotiated sum determined by University and the Consultant.

Substantive program changes made by the University shall in no way affect previous payments made to the Consultant.

4. Notwithstanding the provisions of subdivisions (1), (2) and (3) above, if the amount of the bid of the lowest qualified, responsible and reliable contractor does not exceed the University’s Project Budget and if the bid is not accepted by the University within six (6) months after its approval of the final working drawings and final specifications, then, the Consultant, unless it and the University otherwise agree in writing, shall be paid only the fee earned under the Design Phase and it shall be deemed to have been released by the University from rendering any additional services hereunder.

SECTION B - BASIC COMPENSATION FOR STUDIES

1. During the duration of the Study, the University shall make monthly installment payments to the Consultant The amount of the monthly installment payments shall be in proportion to the amount of services rendered by the Consultant as determined by the University on its receipt of reports from the Consultant as to the progress of the services furnished in the respective phases.

1. For the purposes of this Agreement, the term “Total Fee” shall mean the total compensation payable to the Consultant under the provisions of subdivisions (1), (2), (3) and (4) of this Section. The Total Fee shall be defined in the Compensation Schedule and shall be a negotiated lump sum and shall include any and all costs for subconsultants, telephone, postage, travel and meals, provided in connection with the Project. All of the services required to be provided by the Consultant hereunder shall be deemed to be covered by the Total Fee and the Consultant shall not be entitled to extra compensation or reimbursement of unauthorized additional expenses. The University reserves the right to obtain certified payroll records in support of any application for payment from both the Consultant and any subconsultants.

2. Notwithstanding the foregoing, in the event that the University, elects to suspend all or any part of the Study, the Consultant shall be paid for its services as follows: (1) for services performed by the Consultant prior to such suspension, a sum equal to the percentage of completion prior to the suspension; and (2) for services performed by the Consultant following the resumption of all or any part of the services, a renegotiated sum determined by University and the Consultant. Substantive program changes made by the University shall, in no way, affect previous payments made to the Consultant.

SECTION C - RESERVED

SECTION D - RESERVED

SECTION E - REIMBURSABLE EXPENSES

Except as otherwise provided for in Article II Section H, all reproductions of plans, specifications, reports and other data and documents requested by and furnished to or on behalf of the University and all required application fees in connection with the Project shall be paid for by the University on the basis of the Consultant's actual expenditure. Notwithstanding, the Consultant shall not be entitled to any reimbursement for the cost of typing or drafting of the said documentation.

SECTION F - EXTRA COMPENSATION FOR DESIGN OF CONSTRUCTION PROJECTS

Unless expressly required by the Scope of Services contained in the project Request for Qualifications, the following services shall be considered to be eligible for Extra Compensation. The Consultant shall not be entitled to extra compensation under this Section unless the services to be provided by the Consultant have been requested and approved in writing by the University. The manner of payment shall be determined by the University prior to completion of performance of such services.

1. Final models, photographs and other architectural renderings, as contrasted to study or preliminary models, photographs or other architectural renderings, will be paid for either on a lump‑sum basis agreed to in writing by the Parties, or on the basis of the Consultant’s direct labor cost plus 150 percent.

2. The furnishing of a Field or Site Representative at the frequency and duration directed by the University. Payment for this service shall be on the basis of the Consultant’s direct labor costs plus 35 percent, inclusive of all benefits and overhead. The individual and the hourly rate shall be approved by the University.

3. Special technical, engineering and/or consultation services will be paid for either on a lump‑sum basis agreed to in writing by the Parties or on the basis of the Consultant’s direct labor cost plus 150 percent.

4. Testing laboratory services, topographic, utility, traffic volume, air/water quality and property surveys, test borings, construction progress photos, and, in case of the rehabilitation of an existing building, determining the location, measurement and other essential data of existing architectural, structural, mechanical, electrical and utility features, the details of which, in the judgment of the University, are grossly deficient from a review of existing information and drawings and/or a physical inspection. Such services shall be paid for either on a lump‑sum basis agreed to in writing by the Parties, or on the basis of the Consultant’s direct labor cost plus 150 percent.

5. Except for changes and/or revisions prepared by the Consultant in connection with development of the Pre Bid Cost Estimate pursuant to Article I Section B (4) c, all changes and/or revisions to drawings or specifications, resulting from a significant program change of the University prior to the award of a construction contract shall be paid for either on a lump‑sum basis agreed to in writing by the Parties, or on the basis of the Consultant’s direct labor cost plus150 percent. Notwithstanding anything to the contrary, whenever any program change results in an increase or decrease in the estimated cost of the Project, the Consultant’s Basic Design Fee for services rendered prior to said change shall be based on the last approved Project Budget. The Consultant’s Basic Design Fee for all services rendered after such change shall be based on the approved Revised Project Budget for the phase submission after the change was made.

6. All services rendered by the Consultant in connection with any work item included in a change order to a construction contract, which results from either: (a) a project change directed by the University, or (b) conditions which, in the judgment of the University, could not have been reasonably anticipated or foreseen by the Consultant at the time bids for construction of the Project were received, will be paid for by the University on the basis of the agreed to value plus 5 percent. All services rendered by the Consultant in connection with all other extra work items and all deleted work items, included in a change order to a construction contract, shall be deemed to be covered by the Total Fee.

7. Notwithstanding any of the other provisions of this Section, if as a result of the nature of the Project field office expenses, other than salaries and fringe benefits, are (1) substantially in excess of those normally incurred, and (2) deemed reasonable and required or approved in writing by the University, the University will reimburse the consultant for such expenses.

8. Additive and deductive alternates, in which changes in design are involved will be paid for either on a lump‑sum basis agreed to in writing by the Parties, or on the basis of the Consultant’s direct labor cost plus 150 percent. The Consultant shall not be entitled to reimbursement of costs or additional compensation for any alternate which; (1) involves a material or equipment substitution or deletion, which in the judgment of the University does not involve design changes, or (2), is being rebid because all bids previously received by the University were in excess of the Project Budget.

Notwithstanding the foregoing, all services rendered by the Consultant in connection with any additive or deductive alternates prior to the Construction Document Phase shall be deemed covered by the Total Fee unless otherwise agreed to in writing by the University.

9. In the event the Consultant is caused to furnish additional services as a result of; (1)the University declaring a contractor in default, or (2)damage to the Project by fire or other casualty, or a delay, through no fault or omission of the Consultant, or (3)completion of construction more than one (1) year after the specified completion date in the construction contract, the University shall pay the Consultant for such services. In the case of delayed construction completion only those services performed after the said one (1) year period will be paid for such payment will be on the basis of the Consultant’s direct labor cost plus a 150 percent.

Notwithstanding the foregoing, the Consultant shall not be entitled to extra compensation for monitoring and inspecting either punch list, work, or guarantee work items unless such effort is performed more than eighteen (18) months after the commencement of the one (1) year general guarantee period.

SECTION G - EXTRA COMPENSATION FOR STUDIES

Unless expressly required by the S cope of Services, the following services shall be considered to be eligible for Extra Compensation. The Consultant shall not be entitled to extra compensation under this Section unless the services to be provided by the Consultant have been requested and approved in writing by the University. The manner of payment shall be determined by the University prior to completion of performance of such services.

1. Final models, photographs, architectural renderings, and computer generated fly-bys or walk-throughs as contrasted to study or Architectural Concept Phase massing models, photographs or other architectural renderings, will be paid for either on a lump‑sum basis agreed to in writing by the Parties or on the basis of the Consultant’s direct labor cost plus 150 percent.

2. Special technical, engineering and/or consultation services will be paid for either on a lump‑sum basis agreed to in writing by the Parties or on the basis of the Consultant’s direct labor cost plus 150 percent.

3. Testing laboratory services, topographic, utility, traffic volume, air/water quality and property surveys, test borings, and, in case of the rehabilitation of an existing building, determining the location, measurement and other essential data of existing architectural, structural, mechanical, electrical and utility features, the details of which, in the judgment of the University, are grossly deficient from a review of existing information and drawings and/or a physical inspection. Such services shall be paid for either on a lump‑sum basis agreed to in writing by the Parties or on the basis of the Consultant’s direct labor cost plus 150 percent.

4. All changes and/or revisions to the Study resulting from a significant program change of the University shall be paid for either on a lump‑sum basis agreed to in writing by the Parties or on the basis of the Consultant’s direct labor cost plus 150 percent.

SECTION H - PAYMENT OF REIMBURSABLE EXPENSES

1. The reimbursable expenses and extra compensation provided by the above Sections E, F and G of this Article shall in each case become due and payable by the University within thirty (30) days after its approval of an invoice. Invoices are to be submitted by the Consultant describing the respective items and services furnished and/or performed and the computation of the cost.

2. The term “direct labor cost” as used in this Agreement refers only to labor furnished by the Consultant. Such cost shall be determined by multiplying the amount of time directly and exclusively devoted to the applicable services by non‑technical assistants to the Site Representative and technical personnel of the Consultant by the respective charges for such personnel’s time. No charge shall be included for time of personnel if they are not paid for the same. Charges for employees’ time will be computed on the basis of their regular rates of gross pay, exclusive of any premiums paid for overtime, except where the University authorizes and agrees in writing to pay for such overtime, which rates shall be filed with and approved by the University. Charges for time of the Consultant’s officers or members of the firm will be computed on the basis of a rate of fifty dollars ($50) per hour. Except as otherwise specifically provided herein, no charges shall be included for time of non‑technical personnel or the cost of benefits, required by law or otherwise, to non‑technical or technical personnel.

When services under Article III Section F (1) through (9) of are furnished, by a person, firm or corporation other than the Consultant, the University will only pay the Consultant for such services on the basis of the Consultant’s actual expenditure plus a sum equal to 10 percent thereof. Such services must be approved by the University in writing. The Consultant shall not be entitled to said 10 percent override when it has been or will be compensated by the University for the direct labor costs of its own technical personnel in connection with or related to the services furnished by said other person, firm or corporation,.

3. Notwithstanding anything to the contrary, where labor and/or materials utilized by the Consultant are furnished by a person, firm or corporation other than the Consultant, it shall not be entitled to any further payments until it submits proof that such labor and/or materials have been paid for by the Consultant, or until the University has determined that the Consultant with good cause has otherwise sufficiently provided for the payment and satisfaction of the same.

4. Whenever any payment to or fee of the Consultant is dependent in whole or in part on the Consultant’s or its subconsultants’ cost or costs, the Consultant shall maintain efficient and accurate cost and accounting records as to all such costs. The Consultant, at any time during the term of this Agreement or within six (6) years thereafter, shall make such records available to the University or its authorized representatives for review and audit. The Consultant shall require the same of its subconsultants. In the event all or any part of such records are not maintained or made available to the University, any item not supported by reason of the unavailability of such records shall, at the election of the University, be disallowed. If payment has already been made, the Consultant, upon demand, shall refund to the University the amounts so disallowed.