2-Data Ctr West Reno agreement (draft).pdf

Professional Services Agreement Form City of Columbus Architectural/Engineering Agreement for 2026 Data Center West Facility Upgrades

This Professional Services Agreement (hereinafter, “Agreement”) entered into by and between the City of Columbus, Ohio, acting through the Director of Finance and Management, pursuant to and under the authority of Ordinance No. passed by the Council of the City of Columbus and approved by the Mayor of said City (hereinafter, “City”), and Vendor Name and Full Address (hereinafter, “A/E”) for the 2026 Data Center West Facility Upgrades project (hereinafter, “Project”).

This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. Understandings, agreements, representations, or warranties not contained in this Agreement, or as written amendment hereto, shall not be binding on either party. Except as provided herein, no alteration of any terms, conditions, delivery, price, quality, or specifications of this Agreement shall be binding on either party without the written consent of both parties.

ARTICLE 1 - SCOPE OF WORK; ARCHITECTURAL/ENGINEERING BUDGET

1.1 The A/E shall perform and provide the Services described in the Agreement.

1.1.1 The Project name:

Overview: The scope of the work shall include design, engineering, and construction contract administration services for interior renovations of City of Columbus Data Center West located at 1601 Arlingate Lane, Columbus, Ohio 43228.

The renovation will include the following: Breakroom renovation, office renovation, vestibule renovation, and other interior upgrades.

The selected A/E shall attend a scope meeting anticipated to be held in May 2026. The A/E’s Project Manager is required to attend. The purpose of the scope meeting is to review and finalize the scope of services, review the contract, and answer any questions about the contract.

1.1.2 The project delivery method for this Project shall be design-bid-build.

1.1.3 During the Construction Stage, the A/E shall be present at the Site not less than 10 hours per week (excluding travel time to and from the Site) whenever any Work is in preparation or progress, unless otherwise expressly provided in writing by the City.

1.1.4 The on-site employees shall be qualified to perform the necessary work, and licensed as required, and the City shall approve the employee(s) who are on site performing the required services.

1.1.5 Subconsultant’s presence on site during construction is not included in the A/E’s minimum number of hours a week. In the A/E’s Weekly Observation Report, the A/E shall indicate the arrival/departure time on site each day of the A/E and/or any Subconsultants.

1.2 The Budget is $____________________.

1.3 Scope of Improvements: The Architect/Engineer (hereinafter, “A/E”) will be responsible for full service architectural and engineering services for the project, including but not limited to:

programming, design, construction administration and observation, and close out. The A/E shall provide Special Inspections per OBC Chapter 17, if required.

The project shall be designed in conformance with all applicable Federal, State, and local laws, codes, ordinances, and regulations. The design shall conform to the most recent International Energy Conservation Code at the date of contract execution and all Occupational Health and Safety Administration, Environmental Protection Agency, and Americans with Disability Act requirements.

1.4 Level of LEED certification: not applicable.

1.5 Building Information Modeling (BIM) Model Development Category: not applicable.

ARTICLE 2 – COMPENSATION

2.1 The Total Compensation for the A/E’s Services to deliver the project described in Exhibit B is $________________, which includes the sum of (1) the Basic Fee, (2) Additional Services Fees, (3) Reimbursable Expenses, and (4) Contingency. The City shall pay the total compensation amount to the A/E in exchange for the A/E’s performance of the Services unless additional funds are appropriated and authorized by the appropriate City officials. If Additional Services are not performed, Reimbursable Expenses not expensed, nor Contingency allocated, the A/E shall not be paid for those services or expenses.

2.2 Basic Fee.

2.2.1 For Basic Services provided by the A/E and Subconsultants in accordance with the Scope of

Services attached as Exhibit B, the Owner shall pay the A/E the Basic Fee of $_______________, which shall not be exceeded without the prior written approval of the City, and an amendment to this Agreement if funding is not available from the Contingency. The Basic Fee is subject to the following example allocation:

2.3 Additional Services Fees.

2.3.1 For Additional Services provided by the A/E and Subconsultants, the City shall pay the A/E

Additional Services Fees of up to $_________________, which shall not be exceeded without the prior written approval City, and an amendment to this Agreement, if funds are not available from Contingency. Additional Services Fees are not subject to markup. Additional Services Fees are subject to the following example allocation:

Additional Service Fees NTE/LS* Associated Fees Material Sample & Testing NTE $ - Cost Estimating & LCCA NTE $ -

Total Additional Service Fees: $ -

2.4 Reimbursable Expenses.

2.4.1 For Reimbursable Expenses incurred by the A/E and Subconsultants, the City shall pay the A/E up to $_______________, which shall not be exceeded without the prior written approval of the City, and an amendment to this Agreement, if funding is not available from the Contingency.

Reimbursable Expenses are not subject to markup. Reimbursable Expenses are subject to the following example allocation:

Description NTE/LS* Associated Amount

Printing & Shipping NTE $ -

Total Reimbursable Expenses $ -

* NTE = Not to Exceed Amount / LS = Lump Sum

2.5 Design Contingency

2.5.1 The City has allocated $____________________ as Design Contingency funds for the Project.

Design Contingency funds shall be allocated only at the discretion of the City for services not included in Sections 2.2 to 2.4, and upon approval of a written scope and fee proposal from the A/E.

2.6 Contract Term

2.6.1 The term of this contract shall be from the date of the executed purchase order until all work required under the Contract has been completed. Contract completion is defined as the confirmed point when all contractual obligations are fully executed, approved by the City, and all due payments are authorized.

ARTICLE 3 - KEY PERSONNEL

3.1 The Design Team is comprised of the A/E’s Key Personnel and Subconsultants.

3.2 The A/E’s Project Manager, as presented in the proposal, shall be the Project Manager throughout the project.

3.3 The A/E’s key personnel for the Project are:

3.3.1 3.3.2 3.3.3 3.3.4

3.4 The identities of the A/E’s key personnel, and the extent of their participation in performing the A/E’s services as identified above, shall not be altered without the City’s prior written consent.

3.5 The A/E shall dismiss from the Project any individual employed by the A/E who the City finds, in its sole discretion, to be incompetent, guilty of misconduct, or detrimental to the Project.

ARTICLE 4 – SUBCONSULTANTS

4.1 The A/E’s Subconsultants for the Project are:

4.1.1

4.1.2

4.1.3

4.2 The identities of the Subconsultant’s key personnel, and the extent of their participation in performing the A/E’s services, as identified above, shall not be altered without the City’s prior written consent.

4.3 The A/E shall dismiss from the Project any individual employed by the Subconsultant who the City finds, in its sole discretion, to be incompetent, guilty of misconduct, or detrimental to the Project.

ARTICLE 5 - GENERAL PROVISIONS

5.1 Representations.

5.1.1 The A/E represents and warrants that it is not subject to an unresolved finding for recovery under

ORC Section 9.24. If this representation and warranty is found to be false, the Agreement is void, and the A/E shall immediately repay to the City any funds paid under this Agreement.

5.1.2 The A/E hereby certifies the following: that it is familiar with Ohio Revised Code (“O.R.C.”)

Section 3517.13; that it is in full compliance with Divisions (I) and (J) of that Section; that it is eligible for this Agreement under the law and will remain in compliance with O.R.C. Section

3517.13 for the duration of this Agreement and for one year thereafter.

5.1.3 The A/E, by signature on this Agreement, certifies that it is currently in compliance with, and will continue to adhere to, the requirements of Ohio and City of Columbus ethics laws and conflict of interest laws and will take no action inconsistent with those laws.

ARTICLE 6 - INCLUDED DOCUMENTS

6.1 The following documents, which are incorporated in order of precedence, are made a part of this Agreement, copies of which are attached hereto:

6.1.1 Agreement Signature Affidavit, if required

6.1.2 Non-collusion Affidavit

6.1.3 A/E Standard Terms and Conditions attached as Exhibit A

6.1.4 A/E Scope of Services attached as Exhibit B

6.1.5 Minimum Stage Submission Requirements attached as Exhibit C

6.1.6 Contracting Definitions attached as Exhibit D

6.1.7 Loaded Labor Rates by Classification attached as Exhibit E

6.1.8 Safety by Design: Safety Design Requirements for Renovation and New Construction attached as Exhibit F

6.1.9 Guidelines for Construction PDF Documents attached as Exhibit G

6.1.10 General Notes for Office of Construction Management Projects attached as Exhibit H

6.1.11 RFP and Proposal attached as Exhibit I

6.1.12 Workers’ Compensation Certificate attached as Exhibit J

6.1.13 Insurance documents attached as Exhibit K

6.1.14 The following documents are incorporated by reference, as if attached:

6.1.14.1 City of Columbus Construction and Specifications Manual, most recent edition, including Supplemental Specifications, available on-line at www.columbus.gov > public service > design and construction

6.1.14.2 AIA Documents G201-2013, Project Data Protocol From; G202-2013, Building Information Modeling Protocol Form; and E203-2013, Building Information Modeling and Digital Data Exhibit (provided by the A/E)

6.1.14.3 6.1.11.3 City of Columbus Green Memo III (2015), available on-line at www.columbus.gov

6.1.14.4 6.1.11.4 City of Columbus Executive Order 2015-01 Tree Mitigation and Protection Policy, available on-line at www.columbus.gov > human resources > policies and forms > executive orders and policies

6.1.14.5 6.1.11.5 City of Columbus, Department of Public Utilities Stormwater Drainage Manual, available on-line at www.columbus.gov > public utilities > utility contractors

6.1.14.6 6.1.11.6 City of Columbus, Department of Public Service Document Library, available on-line at www.columbus.gov > public service > document library

6.1.14.7 6.1.11.7 City of Columbus, Department of Public Utilities Document Library, available on-line at www.columbus.gov > public utilities > document library

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below:

VENDOR NAME: CITY OF COLUMBUS:

{&vend1-sig!] {&ca-sig!] Signature Signature Chris S. Long, Director Department of Finance and Management Printed Name

Title Date

Date

AGREEMENT SIGNATURE AFFIDAVIT

(Must be completed when the individual signing the Agreement is NOT the President, Vice-President, Treasurer, Secretary of a Corporation, or Managing Member.)

STATE OF:

COUNTY OF:

, being duly sworn, deposes and says that he/she is of , a

(Title) (Company Name)

Corporation, LLC, or LLP organized and existing under and by virtue of the laws of the State of , and having its principal office at

(City, State, Zip Code)

Affiant further says that he/she is familiar with the records, minute books and by-laws of

(Company Name)

Affiant further says that ________________________________is

(Name of Person Signing Agreement) (Title)

Of the Company and is duly authorized to sign the Agreement for:

2026 Data Center West Facility Upgrades

For said Company by virtue of (State whether the provision of by-laws or a resolution of the Board of Directors. If resolution, give date of adoption.)

Signature of Affiant**

** AFFIANT MUST BE SOMEONE OTHER THAN THE INDIVIDUAL SIGNING THE AGREEMENT.**

Sworn to before me and subscribed in my presence this day of 20__

Notary Public

My Commission Expires:

NON-COLLUSION AFFIDAVIT

STATE OF ________________________

COUNTY OF _____________________

______________________________________________ being first duly sworn, deposes (Person)

And says that he/she is ______________________________________________ (Sole owner, partner, president, secretary, etc.)

of (Firm) the party making the foregoing proposal; that to the best of his/her knowledge and belief:

1. The prices in the contract have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition as to any matter relating to such prices with any other A/E or with any competitor.

2. Neither the A/E nor any of its officers or directors have any financial or ownership interest in or are affiliated in any way with any other Subconsultant on the same Agreement.

3. No attempt has been made or will be made by the A/E to induce any other person, partnership, or corporation to submit or not to submit a proposal for the purpose of restricting competition.

(*Affiant)

** AFFIANT MUST BE SOMEONE OTHER THAN THE INDIVIDUAL SIGNING THE AGREEMENT.**

Sworn to and subscribed before me __________ day of __________________, 20__

(Notary Public)

_________________County, Ohio.

My Commission expires:

, 20

Exhibit A – Standard Terms and Conditions City of Columbus Architectural/Engineering Agreement for Public Facility Construction

ARTICLE 1 – A/E RESPONSIBILITIES

1.1 The A/E shall provide the Services for the Project, customarily furnished in accordance with generally accepted architectural or engineering practice and standards of care, consistent with the terms of this Agreement.

1.2 The A/E agrees that, consistent with the standard of care applicable to this agreement, it will identify, interpret, and apply the design requirements of applicable laws, regulations and ordinances; the applicable announcement issued pursuant to Columbus City Code Chapter 329;

and the City’s standards of Design and Construction. The A/E shall, in conjunction with the City, act as the “Engineer”, as defined in the City of Columbus Construction and Material Specifications, recent edition (which is incorporated by reference as if attached).

1.3 The A/E shall not be responsible for and shall not have control or charge of construction means, methods, techniques, sequences, procedures, or scheduling used by a Contractor to comply with the Contractor’s obligations under its Contract for the Project or for safety precautions and programs in connection with the Contractor’s Work on the Project.

1.4 The A/E shall not be responsible for or have control or charge over the acts or omissions of Contractors or Subcontractors, any of their agents or employees, or any other persons performing any work on the Project.

1.5 The A/E shall render interpretations and decisions in connection with a Contractor’s responsibilities under the Contract Documents and submit recommendations to the City for the City’s enforcement of the Contractor’s contract as necessary.

1.6 The A/E is the initial interpreter of all requirements of the Contractor’s Contract Documents.

The Project shall conform to the latest version of all applicable industry and consensus specifications and standards in effect at the time of the start of the Design Development phase.

1.7 All of the A/E’s interpretations and decisions are subject to final determination by the City.

1.8 The A/E may provide a portion of the Services through one or more Subconsultants, provided, however, that the A/E shall remain responsible for all of the Subconsultant duties and obligations under this Agreement.

1.8.1 By appropriate written agreement, the A/E shall require each Subconsultant, to the extent of the Subconsultant’s portion of the Services, to be bound by the terms of this Agreement, and to assume toward the Subconsultant all of the obligations and responsibilities that the A/E assumes toward the City.

1.8.2 The A/E shall not retain any Subconsultant on terms inconsistent with this Agreement.

1.8.3 All agreements between the A/E and Subconsultant shall identify the City as the agreement’s intended third-party beneficiaries.

1.8.4 Upon the request of the City, and at to no cost to the City, the A/E shall submit to the City a copy of the agreement between the A/E and each Subconsultant and also submit copies of invoices received by the A/E from each Subconsultant.

1.8.5 The A/E shall obtain the City’s written approval before engaging any Subconsultant not named in the Agreement. The A/E shall not employ any Subconsultant against whom the City has a reasonable objection. The City’s approval or disapproval of any Subconsultant, however, will not relieve the A/E of the A/E’s full responsibility for performance of the services.

1.8.6 The A/E shall not remove any Subconsultant from the Project or reduce the extent of any Subconsultant’s participation in providing the Services without the City’s prior written consent. The A/E shall not permit any Subconsultant to replace any previously identified team member except with the City’s prior written consent unless the Subconsultant ceases to employ that person. On notice from the City, the A/E shall immediately and permanently remove from the Project any Subconsultant or person under a Subconsultant’s control whose performance is not satisfactory to the City.

1.8.7 The City may communicate with any Subconsulant either through the A/E or directly with the Subconsultant, but the City may not modify the agreement between the A/E and the Subconsultant. The City shall advise the A/E with reasonable promptness of direct communication with any Subconsultant.

1.8.8 The A/E hereby assigns to the City each Subconsultant’s agreement provided that the assignment is effective only after the City terminates this Agreement and only for those agreements that the City accepts by notifying the A/E and Subconsultant in writing after approval by appropriate City officials. The City may re-assign accepted agreements. If the City assumes assignment of a Subconsultant agreement, the City reserves the right to modify the terms and conditions to bring the contract into conformance with City contracting requirements.

1.9 Approval or Disapproval of A/E’s Services

1.9.1 The City may disapprove any portion of the Services.

1.9.2 If the City disapproves of the Services at any Stage, the A/E or Subconsultants shall re-perform those Services to satisfy the objections without additional compensation to the A/E or its Subconsultants.

1.9.3 The A/E acknowledges that any review or approval by the City of any Services shall not relieve the A/E of the A/E’s responsibility to properly and timely perform the Services.

1.10 The A/E shall perform a zoning analysis and assist the City with obtaining approvals/variances, if necessary.

ARTICLE 2 – STANDARD OF CARE

2.1 Notwithstanding any other provision of this Agreement to the contrary, the A/E shall perform its Services consistent with the professional skill and care ordinarily provided by registered architects, landscape architects, professional engineers, professional surveyors, and certified public accountants in the same or similar locality under the same or similar circumstances.

2.2 The A/E shall perform its Services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project.

2.3 The A/E shall perform its Services in accordance with the applicable rules established by its respective state board of registration, including the following codes of conduct and/or ethics pursuant to the OAC:

2.3.1 Registered architects: OAC ARTICLE 4703-3-07.

2.3.2 Landscape architects: OAC ARTICLE 4703:1-3-04.

2.3.3 Professional engineers and professional surveyors: OAC ARTICLE 4733-35.

ARTICLE 3 – COMPENSATION AND PAYMENT FOR SERVICES

3.1 See Professional Service Agreement Form for details of Total Compensation.

3.2 Changes in Compensation or Allocation Adjustments

3.2.1 Compensation for Extension of Project Time

3.2.1.1 If the A/E notifies the City not less than 30 days before the date of Final Completion of the Project set in the approved Project Schedule, that the time for completion is reasonably expected to be exceeded by more than 10 percent through no fault of the A/E, the A/E’s compensation for Services to be rendered during such extended period shall be negotiated to the mutual reasonable satisfaction of the Owner and A/E.

3.2.1.2 If, through such negotiation, the City agrees that the A/E shall be paid additional compensation, an amendment to that effect shall be executed in accordance with ARTICLE 14, if funding is not available through Contingency.

3.2.1.2 Such amendment shall be executed before the A/E renders any Services made necessary by such extension of the time of completion.

3.2.2 Compensation for Change of Project Scope or Construction Budget

3.2.2.1 The Project Scope is defined by the to-be-created Approved Program of Requirements.

3.2.2.2 The Construction Budget is defined in the Professional Services Agreement Form.

3.2.2.3 If the City, through no fault of the A/E, materially changes the Project Scope after the Schematic Design Stage or materially change the Construction Budget at any time after the execution of this Agreement, any necessary adjustment in the A/E’s compensation shall be negotiated to the mutual reasonable satisfaction of the City and A/E.

3.2.2.4 If, through such negotiation, the City agrees that the A/E shall be paid additional compensation, an amendment to that effect shall be executed in accordance with ARTICLE 14, if funding is not available through Contingency.

3.2.2.5 Such amendment shall be executed before the A/E renders any Services made necessary by such change in the Project Scope or the Construction Budget.

3.2.3 Compensation for Changes in Laws, Code, and/or Regulations

3.2.3.1 In the event of changes in such codes, regulations or interpretations during the course of the project there were not or could not have been reasonably anticipated by the A/E and which results in a substantial change to the Construction Documents, the A/E shall not be held responsible for the resulting additional costs, fees, or time, and shall be entitled to reasonable additional compensation for the time and expenses of responding to such changes.

3.2.3.2 The City shall pay the A/E reasonable additional compensation in an amount negotiated to the mutual reasonable satisfaction of the City and A/E, utilizing the loaded hourly rates in Exhibit E. The Additional Services shall be approved only by an amendment to the Agreement in accordance with ARTICLE 14, if funding is not available through Contingency.

3.2.4 Allocation Adjustments

Without exceeding the Total Compensation for this Agreement, the allocation of costs, as described in the Professional Services Agreement Form, may be adjusted upon request of the A/E and approval by the City without a formal signed amendment, but documented in writing.

3.3 Compensation and Payment

3.3.1 Basic Fee

3.3.1.1 For Basic Services provided by the A/E and all Subconsultants, the City shall pay the A/E a Basic Fee in accordance with the amount identified in the Professional Services Agreement Form.

3.3.1.2 A change in the Basic Fee may be made only by an amendment to this Agreement in accordance with ARTICLE 14, if funding is not available in the Contingency.

3.3.2 Additional Services Fees

3.3.2.1 The City shall pay the A/E the Additional Services Fees for the associated

Additional Services, when those Services are performed in accordance with the Agreement.

3.3.2.2 For Additional Services not included in the Agreement, including Owner-driven Change Order Work, that are provided by the A/E and/or any Subconsultant, the City shall pay the A/E an Additional Services Fee in an amount negotiated to the mutual reasonable satisfaction of the City and A/E, utilizing the loaded hourly rates in Exhibit E. The Additional Services shall be approved only by an amendment to the Agreement in accordance with ARTICLE 14, if funding is not available through Contingency.

3.3.2.3 There shall be no Additional Service Fees for approved Change Orders processed as a result of errors and/or omissions on the part of the A/E or a Subconsultant or decreases in construction budget or cost.

3.3.2.4 No A/E or Subconsultant mark-up shall be permitted on Additional Service Fees.

3.3.3 Reimbursable Expenses

3.3.3.1 The A/E shall use its best efforts to minimize Reimbursable Expenses.

3.3.3.2 In all events, total Reimbursable Expenses shall not exceed the amount identified in the Professional Services Agreement Form, without the prior written approval of the City and an amendment to the Agreement in accordance with ARTICLE 14, if funding is not available through Contingency.

3.3.3.3 Reimbursable Expenses shall only be permitted for the items identified in the Professional Services Agreement Form and shall not exceed the respective amounts.

3.3.3.4 No A/E or Subconsultant mark-up shall be permitted on Reimbursable Expenses.

3.4 Method and Terms of Payment

3.4.1 Basic Fee.

3.4.1.1 Payment of the Basic Fee shall be made not less than monthly in proportion to Basic Services performed in each Stage, in accordance with the Professional Services Agreement Form, and the percentages of the Basic Fee described in the Professional Services Agreement Form.

34.1.2 The City may, in its sole discretion, waive the withholding of any final balance or part thereof if the A/E has performed to the satisfaction of the City.

34.1.3 Payment of the last 5 percent of the Basic Fee for any Stage of the Services shall be made only after all deliverables required for the Stage have been submitted by the A/E to the City, as applicable, in form and substance reasonably satisfactory to the City.

3.4.1.4 The entire Basic Fee is subject to all setoffs for claims against the A/E in favor of the City.

3.4.1.5 Payments for Basic Services shall be based upon a properly completed and City-approved invoice.

3.4.2 Additional Services Fees and Reimbursable Expenses.

3.4.2.1 Payments of Additional Services Fees and Reimbursable Expenses in accordance with the Professional Services Agreement Form shall be made not less than monthly based upon the proportion of Additional Services performed (for lump sum items) or expenses incurred (for not to exceed items) and as shown by a properly completed and City-approve invoice.

3.5 Invoice

3.5.1 The invoice shall identify the period of work, itemize the amount being billed, show the total cost for the period of the invoice, show the balance of previous billings on the Professional Services Agreement Form, be coordinated with the data in the Agreement, and include a progress report. The invoice shall be submitted to:

City of Columbus Department of Finance and Management Office of Construction Management 90 W. Broad St. Ste. 416 Columbus, OH 43215 Attn: Melissa Smith

3.5.2 Receipts and/or invoices are required when seeking payment for Additional Service fees and Reimbursable Expense fees. Failure to provide receipts and/or invoices may delay payment or rejection of payment for that expense. The City does not reimburse for sales tax. A tax exemption certificate is available upon request.

3.5.3 Failure to submit a progress report describing the work performed and deliverables provided shall result in the City withholding payment until a satisfactory progress report is received.

3.6 Labor Commission

Chapter 377 of the Columbus City Codes is hereby incorporated into the contract and A/E is required to comply with said chapter. This includes, but is not limited to reporting requirements and the obligation to review the commission list of contractors and subcontractors that received an adverse determination. Penalties for failure to comply with the wage theft prevention code include suspension for three years, up to permanent disbarment.

ARTICLE 4 – PERIOD OF SERVICES

The A/E shall commence work on the Agreement’s Scope of Services immediately upon the issuance of written authorization by the City and shall continue until the delivery of the entire Scope of Services are complete and accepted by the City. The A/E shall maintain a sufficient force of personnel to complete the services authorized as set forth in the Agreement.

ARTICLE 5 – SCOPE OF WORK; ARCHITECTURAL/ENGINEERING SERVICES

5.1 The City shall provide written notice to the A/E of any significant change in the Architectural / Engineering Budget.

5.2 The A/E shall perform its Services so that the Project is completed within the Construction Budget.

5.3 The A/E and the City do not have control over the cost of labor, materials, or equipment; over Contractors’ methods of determining prices; or over competitive bidding, market, or negotiating conditions. Accordingly, the A/E does not warrant or represent that competitively bid or negotiated prices will not vary from the Construction Budget or from any estimate of cost or evaluation prepared, or agreed to, by the A/E.

ARTICLE 6 – COOPERATION

6.1 The A/E shall perform the Services so as not to interfere with, disturb, hinder, or delay the services of Subconsultants or work of the Contractors. The A/E shall cooperate and coordinate fully with all Subconsultants and Contractors and shall freely share all of the A/E’s Project-related information with them to facilitate the timely and proper performance of the Services and of the services and work of Subconsultants and Contractors.

6.2 If the A/E damages the property or work of any Subconsultant or Contractor, or by failure to perform the Services with due diligence, delays, interferes with, hinders, or disrupts the services of any Subconsultant or the work of any Contractor who suffers additional expense and damage as a result, the A/E is responsible for that damage, injury, or expense.

6.3 If the proper execution or results of any part of the Services depends upon work performed or services provided by the City, a Subconsultant, or a Contractor, the A/E shall review that other work and appropriate instruments of service, and promptly report to the City in writing any defects or deficiencies in that other work or services that render it unavailable or unsuitable for the proper execution and results of the A/E’s Services. The A/E’s failure so to promptly report will constitute an acceptance of the other work and services as fit and proper for integration with the A/E’s Services except for defects and deficiencies in the other work or services that were not reasonably discoverable at the time of the A/E’s inspection.

6.4 The A/E shall not delay the Services on account of any claim, dispute, or action between the A/E and Subconsultant or Contractor.

ARTICLE 7 – PROVIDED INFORMATION

The City does not warrant or guarantee the accuracy of Project-related information they provide to the A/E, but the A/E may rely upon that information to the extent consistent with the standard of care described under ARTICLE 14.

ARTICLE 8 – LIMITATION OF AUTHORITY

8.1 The A/E shall not have any authority to bind the City for the payment of any costs or expenses without the prior express written approval of the City, as applicable.

8.2 The A/E shall have authority to act on behalf of the City only to the extent provided in this Agreement and the Construction Contract Documents.

8.3 The A/E’s authority to act on behalf of the City may be modified by written agreement from the City, and as applicable, by an amendment to this Agreement in accordance with ARTICLE 14.

ARTICLE 9 – SUSTAINABLE DESIGN

9.1 The A/E’s design shall conform to the 2012 International Code Council (ICC), referencing 90.1 2010, consult City of Columbus’ Green Memo III, strive to ensure energy conservation, and demonstrate cost-effective Green Building Practices wherever possible.

9.2 When LEED certification of the project through the U.S. Green Building Council (USGBC) is desired by the City, the A/E shall have a LEED certified person manage the certification process through complete certification by the USGBC.

9.3 The project shall be designed in order to enable it to achieve the LEED level indicated on the Professional Services Agreement form (except to the extent that the City directs otherwise in writing). The city shall render decisions concerning LEED certification prior to completion of the Design Development documents. The City acknowledges that many of the elements required to achieve LEE certification are controlled by the City or a third parties not under control of the A/E or that the A/E does not warranty or guaranty that the project will be LEED certified.

ARTICLE 10 – CITY RESPONSIBILITIES

10.1 The City shall designate a Project Manager for the Project. The Project Manager is authorized to act on behalf of the City to perform specific responsibilities under the Agreement. The City shall designate an Owner’s Representative authorized to act on behalf of the end user department with respect to the Project to the extent provided in the Contract Documents. The A/E shall take direction from the Project Manager, and/or designee, not the Owner’s Representative. If the Owner’s Representative provides the A/E direction, the A/E shall inform the Project Manager and wait for direction from the Project Manager.

10.2 The City shall make available for the use of the A/E copies of all existing information in the possession of the City which may be pertinent to the performance of the Services under this Agreement.

10.3 So as not to delay the A/E’s work, the City shall respond within a reasonable time to the A/E’s requests for written decisions and determinations pertaining to the Agreement. The City shall not, however, be responsible for professional engineering or legal judgments.

10.4 The City shall give written notice to the A/E whenever the City becomes aware of any event, occurrence, condition, or circumstance which may substantially affect the A/E’s performance of Services under this Agreement.

10.5 The City shall examine all deliverables presented by the A/E.

10.6 The City shall assist and cooperate with the A/E to allow the Services to be executed in a timely and effective manner.

ARTICLE 11 – STANDARDS OF PERFORMANCE, ERRORS, AND OMMISSIONS

11.1 Services provided by the A/E under this Agreement shall be performed in a manner consistent with the standard of care of that profession currently practicing under similar circumstances and in accordance with ARTICLE 2.

11.2 In addition to the requirements of ARTICLE 2 and any applicable code or law, the A/E shall design in compliance with the City’s set of design standards, written instructions, and/or marked-up project document review sets. The A/E is responsible for informing the City if any of the City’s standards, instructions, or mark-ups are in conflict with any applicable code or law.

11.3 The City shall not be responsible for discovering deficiencies in the technical accuracy of the A/E’s Service. The A/E shall be solely responsible for the accuracy of the Services and shall promptly make necessary revisions or corrections resulting from its negligent acts, errors, or omissions without any additional compensation from the City.

11.4 Acceptance of Services, including payment for same, shall not relieve the A/E of the responsibility for subsequent correction of its negligent acts, errors, omissions, or for clarification of ambiguities.

11.5 A/E shall protect, indemnify and save the City harmless from and against any damage, cost, or liability, including reasonable attorneys’ fees, resulting from claims for any or all injuries to persons or damage to property arising from intentional, willful or negligent acts, errors, or omissions of the A/E, its officers, employees, agents, or Subconsultants.

ARTICLE 12 – OWNERSHIP OF DOCUMENTS

12.1 Except as provided under Section 12.2 and subject to Section 12.6, the City alone owns the A/E’s Documents and the Contract Documents and every right, title, and interest in the A/E’s Documents and the Contract Documents.

12.2 Section 12.1 does not apply to standard details and specifications regularly used by the A/E or any of its Consultants in its normal course of business that are included in the A/E’s Documents.

The A/E grants to the City an irrevocable, non-exclusive, perpetual, freely assignable, and royalty-free license to copy, reproduce, distribute, and otherwise use those standard details and specifications for all Project-related purposes such as, but not limited to owning, financing, constructing, testing, commissioning, decommissioning, using, operating, maintaining, repairing, modifying, selling, obtaining insurance for, and obtaining permits for the Project before, during, and after termination or completion of this Agreement.

12.3 The A/E must execute and deliver and cause its employees and agents and all Subconsultants to execute and deliver, to the City any transfers, assignments, documents, or other instruments (if any) necessary to vest in the City complete right, title, interest in and City of all of the A/E’s Documents under Section 12.1 and the license described under Section 12.2.

12.4 The A/E may retain copies, including reproducible copies of the A/E’s Documents and the Contract Documents for information, reference, and the performance of the Services. The City grants to the A/E and its Consultants a nonexclusive, royalty-free license to copy, reproduce, distribute, and otherwise use the A/E’s Documents and the Contract Documents in relation to the performance of the Services, including any Additional Services.

12.5 The submission or distribution of the A/E’s Documents and the Contract Documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the City’s reserved rights in the A/E’s Documents and the Contract Documents. Any unauthorized use of the A/E’s Documents and the Contract Documents will be at the sole risk of the entity making the unauthorized use of the A/E’s Documents and the Contract Documents.

12.6 Should the City desire to use any of the A/E’s Documents for an addition to, remodeling or rehabilitation of, or change to any one or more of the Project improvements built on the basis of the A/E’s Documents, the City shall engage one or more suitable licensed design professionals under terms that require each of those design professionals to independently evaluate any design or related features in the A/E’s Documents without reliance on any information in the A/E’s Documents that would be inconsistent with the standard of care applicable to that design professional.

12.6.1 Unless the Project is a prototype, neither the City nor the City is entitled to use the A/E’s Documents on other projects except by prior written agreement with, including mutually acceptable compensation to, the A/E or Consultant, as applicable. The term “other projects” as used in this section does not include additions to, remodeling or rehabilitation of, or change to any one or more of the improvements built on the basis of the A/E’s Documents for this Project.

12.7 The A/E shall provide Electronic Files (in native format) to the Contractor, Subcontractors, Page 9 of and Separate Consultants for their use in connection with the Project. The A/E shall providand Separate Consultants for their use in connection with the Project. The A/E shall provide the Electronic Files (1) at no additional cost to the Contractor, Subcontractors, Separatee Electronic Files (1) at no additional cost to the Contractor, Subcontractors, Separate

Consultants, or City and (2) without requiring the Contractor, Subcontractors, Separate Consultants, or City to agree to any terms or conditions concerning the provision, receipt, or use of the Electronic Files that differ in any material respect from the Contract, unless first approved by or required by the City.

12.8 Use of Electronic Files.

12.8.1 The City, A/E, and Contractor reasonably expect that they will provide Electronic Files to each other to facilitate the design and construction of the Project consistent with current practices and customs in the construction industry.

12.8.2 The City, A/E, and Contractor acknowledge that the use of Electronic Files involves risks not generally associated with the use of paper documents. Those risks include alteration (inadvertent or intentional) and deterioration, which may not be readily apparent through casual observation.

12.8.3 The City, A/E, and Contractor do not warrant to each other that any Electronic File they provide (1) was not altered though transmission; (2) is compatible with the recipient’s computer system or software; (3) will not be altered through degradation of the recipient’s storage media; or (4) is suitable for conversion/translation to and subsequent use in a system or format other than the Electronic File’s original system or format.

12.8.4 Before relying on any Electronic File it receives, the recipient is responsible for verifying that the Electronic File was not altered though transmission, degradation of the recipient’s own storage media, or other causes.

12.8.5 If the recipient of an Electronic File converts/translates the Electronic File from its original system or format to an alternate system or format, the recipient assumes the risk that the conversion/translation created errors in the converted/translated file.

12.8.6 The City, A/E, and Contractor shall each maintain and operate its own computer systems and storage media in a commercially reasonable way and take reasonable steps to prevent errors in and deterioration of the Electronic Files it creates, provides, and receives.

12.8.7 In the event of a discrepancy between information contained in a paper version of a document and the Electronic File of that document, the paper version will govern.

12.8.8 This Section 12.8.8 does not relieve the A/E of its responsibility for the preparation, completeness, or accuracy of the A/E’s Documents.

ARTICLE 13 - BUILDING INFORMATION MODELING

13.1 Model Development Category and the defined Levels of Development

13.1.1 The City and the A/E intend to use BIM in connection with design, engineering, coordination, and construction of the Project, with all design and engineering of the Project being provided in one or more integrated BIM models.

13.1.2 Definitions

13.1.2.1 Model Development Categories: The four categories of model development are described as follows:

I: This model will support project planning through space and volume illustration, adjacencies, and site positioning.

II: This model will include a sufficient level of development to support document and system review, clash detection and coordination, and support an as-built format for City use after completion. This is the standard model category for City projects.

III: This model will include all the benefits and requirements of the early model categories, and will provide sufficient detail to support a detailed model development of systems supporting building occupancy and facility management.

IV: This model will include the benefits and requirements of the earlier model categories, and support highly detailed logistical, scheduling, and estimating efforts.

13.1.2.2 Level of development for model components: The content for each level of development is described as follows:

Level 100: Overall building massing indicative of area, height, volume, location and orientation.

Level 200: Generalized systems or assemblies with approximate quantities, size, shape, location and orientation.

Level 300: Specific assemblies accurate in terms of quantity, size, shape, location and orientation.

Level 400: Specific assemblies accurate in terms of quantity, size, shape, location and orientation with complete fabrication, assembly and detailing information.

Level 500: Constructed assemblies that are actual and accurate in terms of size, shape, location, quantity and orientation.

13.1.2.3 Each of the model categories has an established minimum level of model development for each building system. The level of development for each building system may be adjusted to reflect City requirements. Refer to the following matrix for the specific building system levels of development for each model category:

Building System Model Category/Level of Development

I II III IV

Substructure 0 300 300 400 Structure 100 300 300 400 Enclosure* 100 300 300 400 Interior* 100 300 300 400 Conveying Systems 100 200 300 400 Plumbing 100 200 300 400

HVAC 100 200 300 400

Fire Protection 100 200 300 400

Electrical 100 200 300 400 Equipment and Furnishings* 100 200 300 400 Special Construction 100 200 300 300 Site work 0 100 100 200 Site Improvements* 100 200 200 300 Site Utilities 100 200 300 300

13.1.2.4 Several building systems are composed of elements that may require separate levels of component development as described below:

Building System Component Model Category/Level of Development

I II III IV

Enclosure 100 300 300 400 Exterior Walls 100 300 300 400 Exterior Windows 100 200 300 400 Exterior Doors 100 300 300 400 Roof Coverings 100 200 300 400 Roof Openings 100 300 300 400

Interior 100 300 300 400 Interior Partitions 100 300 300 400 Interior Doors 100 300 300 400 Interior Specialties 0 200 300 400 Stair Construction 100 300 300 400 Wall Finishes 0 200 200 300 Ceiling Finishes 0 200 200 300 Windows 100 200 300 400 Floor/Ceiling Construction 100 300 300 400

Equipment and Furnishings 100 200 300 400 Fixed Equipment 100 200 300 400 Moveable Furnishings 100 100 200 300 Special Equipment 100 200 300 400 Fixed Furnishings 100 200 300 400

Site Improvements 100 200 200 300 Roadways 100 200 200 300 Parking 100 200 200 300 Pavements 100 200 200 300 Landscaping 0 100 100 200 Irrigation 0 100 200 200

13.1 Data Requirements

13.1.1 BIM authoring software: The Design Team is required to use parametric BIM authoring software for creation of models that include all geometry, physical characteristics and product data needed to describe the design and construction work to the level of detail required in the Implementation section of this protocol. While specific BIM authoring software is not required, all members of the design team shall provide models and data in a Revit file to support the model level of detail required for the project.

13.1.2 Open architecture: The design team is encouraged to use software based on or using open standards for greatest interoperability between consultants and the City.

13.1.3 IFC Compliance: BIM authoring software shall be compliant with the latest release of the Industry Foundation Classes (IFC) as certified by the buildingSMART alliance.

13.1.4 Project Collaboration: The Design Team shall provide the City model reviewing tools (readers) that support the collaborative review environment for design and construction work.

13.2 Model Management

13.2.1 Model Manager: Unless noted otherwise in the Agreement, or as subsequently amended, or in the BIM Execution Plan, the A/E will be responsible for management of the model throughout the design and construction phases of the project and will coordinate all updates for the individual and specialized models and databases to insure completeness and accuracy of the overall project model. The City may consider other parties (e.g., Construction Manager) as the model manager at their discretion and as appropriate for the project.

13.2.2 BIM Execution Plan: The City has established a level of development for model elements and data requirements. The project participants are required to develop a BIM Execution Plan for development and management of the model throughout the design process and construction phase. The plan shall incorporate the requirements specified for the project, and be reviewed and approved by the City.

13.2.3 Ownership of the Model: BIM models and facility data developed for the project are the property of the City. The City may make use of this data as allowed under the laws of the State of Ohio and City of Columbus for electronic data and contract documents.

13.2.4 The A/E shall provide Electronic Files, on behalf of the City, to each requesting Contractor for the Contractors’ convenience for the purpose of preparing its submittals, including, but not limited to, Shop Drawings and Coordination Drawings. The A/E shall provide such Electronic Files at no additional cost to the Contractor.

13.3 Compensation

13.3.1 The use of BIM on a project shall not result in increased fees and BIM deliverables at the minimum levels of development shall be included in the Basic Fee.

13.3.2 The cost for purchasing BIM authoring software and training will not be compensated by the City for the project requiring BIM implementation. If the City requires software license(s) for their use, the costs will be included as a reimbursable expense. Additional Service Fees may be considered for further model development and enhancement during the construction phase, but not for typical as-built or post construction documentation requirements. Specific management or coordination requirements of contractor models may be negotiated as necessary through specific project requirements.

13.4 Documents

13.4.1 AIA Documents G201-2013, Project Data Protocol From; G202-2013, Building Information Modeling Protocol Form; and E203-2013, Building Information Modeling and Digital Data Exhibit shall be provided by the A/E and completed by the Design Team after execution of the contract. These documents are contract documents, incorporated by reference as if attached.

ARTICLE 14 – MODIFICATIONS

No modification, amendment, alteration, addition or waiver of any ARTICLE or condition of this Agreement shall be effective or binding unless it is in writing and signed by the Director of Finance and Management of the City, or designee, and the…