2024 AE Agreement SRM Project.docx

AGREEMENT FOR

PROJECT TITLE

City, South Dakota CFMO# 46xxxx

THIS AGREEMENT made and entered into this XX day of Month 20XX, by and among the State of South Dakota (“State”), acting through the Department of the Military (referred to herein as “Owner”) under authority of the Bureau of Administration, 2823 W. Main Street Bldg. 420, Rapid City, South Dakota 57702, and AE Firm Name (herein referred to as “Architect/Engineer”).

WITNESSETH:

WHEREAS, the State of South Dakota and the Architect/Engineer intends to prepare construction plans and technical specifications for (detailed scope of work) (hereinafter referred to as the “Project”);

WHEREAS, any additional terms and conditions attached to Architect/Engineer’s proposal are excluded. These agreement terms and conditions shall supersede any conflicting proposal terms;

WHEREAS, the Department of the Military, as authorized through a Joint Powers Agreement, will be the State's representative and is authorized to act on the State's behalf with respect to the Project and the Agreements Documents as defined herein by making recommendations to the parties to this Agreement; and

WHEREAS, the State desires to obtain the services of the Architect/Engineer and the Architect/Engineer desires to perform the services described herein with reference to the Project, for the consideration, and in accordance with the covenants, terms and conditions set forth herein;

NOW THEREFORE it is mutually agreed as follows:

DEFINITION OF TERMS

Agreement Documents – the following documents and any other documents incorporated in them by reference:

1. This Agreement

2. Architect/Engineer’s Proposal dated Month XX, 202X, excluding, however, any additional terms and conditions in or attached to that proposal that are in addition to, or conflict with, the terms and conditions in this Agreement, which supersede any conflicting proposal terms.

State Building Committee – as defined in SDCL § 5-14-3, or, the State in the event that a Building Committee is not applicable.

Project Book – Shall be a bound (spiral or comb), letter sized, project specific compilation of data consisting of:

Project Cost Estimate (Base shall be 85% of project budget with 15% in Additive Bid Items (ABI’s)), Code Analysis, Civil Narrative, Landscaping Narrative, Architectural Narrative, Structural Narrative, Mechanical Narrative, Electrical Narrative, Audio Visual Narrative, Plumbing Narrative, Fire Protection Narrative, Water Head Pressure Test/Results, Geotechnical Report, Design Data and Calculations, Life Cycle Cost Analysis of Proposed Systems, Project Schedule, Responses to Previous Review Comments Project Manual – Shall be a bound (spiral, comb, or 3-ring binder), letter sized, compilation of State of South Dakota front-end documents, and Technical Specifications. Technical Specifications shall include SD Dept. of the Military Standard Specifications modified for the project and/or Unified Facilities Guide Specifications (UFGS) modified for the project following current MasterFormat.

Construction Documents – certified drawings and specifications, as required by the Department of the Military, prepared by Architect/Engineer setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Project.

Contractor – that person serving as the general contractor for the Project.

Record Drawings – the conformed construction drawings approved by the Architect/Engineer which incorporate all changes made to document the final constructed Project for turnover to Owner.

Record Specification – the conformed construction specifications approved by Architect/Engineer which incorporate all changes made to document the final constructed Project for turnover to Owner.

Tenant Handbook – Shall be a bound (spiral or comb), letter sized, narrative describing the history of the project area, purpose of the project, design intent, and intended operation of each space within the project.

Final Documents – Operation and Maintenance Manuals, Record Drawings, Record Specifications, Warranties, and the following American Institute of Architect’s forms: Certificate of Substantial Completion, AIA (AIA G704), Contractor’s Affidavit of Payment of Debts and Claims (AIA G706), Contractor’s Affidavit of Release of Liens (AIA G706a), and, if required, Consent of Surety to Final Payment (AIA G707) Closeout –review and submission of Final Documents, and final payments

ARCHITECT/ENGINEER RESPONSIBILITIES

Architect/Engineer agrees to perform professional services in connection with the Project as set forth herein. The services shall consist of services performed by the Architect/Engineer, its employees, and its consultants.

Architect/Engineer, its employees, and consultants shall be responsible in the performance of the services under the Agreement Documents for exercising the degree of skill and care consistent with customarily accepted professional and technical practices and procedures for architects or engineers performing the type of services required for this Project, while providing services as expeditiously as reasonably possible, in accordance with the foregoing standard of care, to maintain the orderly progress of the Project. The Architect/Engineer shall be responsible to the Owner for deficiencies in the services provided which result from the failure to meet the standard given herein.

Architect/Engineer shall prepare and submit to the Department of the Military for approval a schedule for the performance of Architect/Engineer's services, which may be adjusted for reasonable cause as the Project proceeds, and which shall include allowances for periods of time required for review by the State and approval of submissions and for approvals of governmental regulatory authorities with jurisdiction over the Project. Except for reasonable cause, Architect/Engineer shall not exceed the schedule approved by the Department of the Military.

Architect/Engineer shall complete the design and bidding phases by the dates described below. The Architect/Engineer shall complete their work to accommodate the construction completion date listed below. The dates may be adjusted by written agreement between Architect/Engineer and State.

TERM OF AGREEMENT

Architect/Engineer’s obligations under the Agreement Documents shall commence upon the execution hereof by all signatories and, if all other terms and conditions are satisfied, shall end on September 30, 20XX/December 31, 20XX, unless otherwise terminated or extended pursuant to the terms hereof, except for the Architect/Engineer’s obligations under Parts IX, XI, and XII of this Agreement, which by their terms survive the completion of the Project and Part X.A.2, which shall be continued for a minimum of 3 years after the date of the certification of the final Architect/Engineer’s payment request.

BASIC SERVICES

Architect/Engineer shall perform the following services (“Basic Services”):

Programming Phase The Programming Phase of this work shall be included in the schematic design phase of this Project.

Upon approval by the State Building Committee, the program, schedule, and construction budget developed through the programming phase shall be incorporated in and form the basis of the services described herein.

Schematic Design Phase Architect/Engineer shall perform the following services as part of the Schematic Design Phase.

Prepare a complete study of proposed site.

(a) Investigate project site thoroughly to identify existing conditions, existing equipment/product information, and all other pertinent information required for a detailed design.

(b) Furnish a survey describing physical characteristics, legal limitations, and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements, and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, and contours of the site; locations, dimensions, and necessary data pertaining to existing buildings and other improvements adjacent to but not affected by the Project; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths as may be reasonably determined from available information. All the information on the survey shall be referenced to a Project benchmark.

(c) Geotechnical Evaluation. Services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion, and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations.

(Verify paragraphs (a), (b), and (c) with EM) Have necessary conferences with the State Building Committee, and Department of the Military, and other duly authorized personnel in order to determine and refine the required scope of the Project as determined in Part IV.A.

Prepare minutes of such conferences as stated in Part IV.B.2 and for all such meetings and conferences during this and subsequent phases of the Project. Furnish copies of all minutes to Department of the Military within 5 business days of each meeting.

Employ specialists to evaluate and study special considerations of the Project, if such expertise is not available in their organization (see also Part IV.D.5). If requested by Department of the Military, such specialists shall be present for conferences, design presentations, or observations conducted for the State Building Committee, Department of the Military, or other personnel authorized by Department of the Military.

Prepare and provide (1) electronic copy of the Project Book to Owner and any independent commissioning authority, further defined below, the following:

(a) Basis of Design (BOD) statement including a description of proposed architectural, structural, mechanical, and electrical systems;

(b) schematic design studies, preliminary plans, calculations, and

(c) a preliminary code analysis indicating construction types, occupancy classification(s), and anticipated yard, floor area, exit protection needs, and similar considerations (see Part IV.D.3 for relevant codes and standards) To properly inform the State Building Committee and Department of the Military of the scale and relationship of the Project components. The required documents shall include:

1. any commissioning plan prepared by an independent commissioning authority (see Part VI.D); and

(e) Owner’s project requirements prepared by Owner in the schematic design studies.

These documents shall be referred to collectively as the Schematic Design Documents Prepare an estimate of cost based on current conditions and date the estimate accordingly.

Submit, on or before the date detailed in Part II.D above, copies of items covered in Part III.B.5. and Part III.B.6. above to the Department of the Military for review by the State Building Committee and the Department of the Military in the following manner:

(d) One (1) hard copy: Full size drawings, 11x17 size drawings, project book, and project manual

(e) One (1) PDF Electronic Copy: Drawings, project book, and project manual Upon completion of the review by the State Building Committee and the Engineering Manager, the Architect/Engineer shall make necessary revisions and alterations to the preliminary plans, report, and estimate, and resubmit the same for approval to the Engineering Manager.

Receive written approval from the Department of the Military prior to proceeding beyond this phase of the Project.

Design Development Phase The Architect/Engineer shall perform the following services as part of the Design Development Phase.

Upon written approval from the Department of the Military, prepare, in accordance with the approved schematic design phase program, schedule, and budget, those drawings, plans, elevations, outline specifications and other documents as necessary to fix and illustrate the size and character of the Project as pertains to type of architectural, mechanical and electrical systems, materials, and all other such items as may be appropriate. These documents shall be referred to collectively herein as the Design Development Documents.

Arrange conferences with the Department of the Military, the State Building Committee, and other authorized personnel to present and review the Design Development Documents. The Architect/Engineer shall take and distribute minutes of this and all other Project meetings in which they participate.

Submit to the Department of the Military for approval a description of the number and content of bid packages, including separate material and equipment purchases, and phasing, scheduling, occupancy, and facility operation considerations.

Make necessary revisions to the documents as a result of the review conference(s). Advise the Department of the Military of those adjustments to the previously approved schedule and budget recommended by the Architect/Engineer based upon the Design Development Documents review.

Submit, on or before the date detailed in Part II.D above, copies of items covered in Part III.C.3. and Part III.C.4. above to the Department of the Military for review by the State Building Committee and the Department of the Military in the following manner:

(f) One (1) hard copy: Full size drawings, 11x17 drawings, project book, and project manual.

(g) One (1) PDF Electronic Copy: Drawings, project book, and project manual.

Receive written approval from the Department of the Military prior to proceeding beyond this phase of the Project.

Construction Documents Phase Upon written notification from the Department of the Military, prepare construction documents consisting of Drawings, Plans, and Specifications which set forth in detail the requirements for construction of the Project, based on the approved Design Development Documents and any adjustments in the schedule, cost, quality, or scope of the Project authorized by the Department of the Military.

Include in Project Manual, Department of the Military provided front-end documents including the Bidder’s Checklist, Instructions to Bidders, Asbestos-Containing Materials Statement, Bid Form, Bid Bond, Contractor’s Certification of Surety, Non-resident Bidder Affidavit, Agreement for Construction Contracts, Performance and Payment Bond, Construction Agreement, General Conditions, and Special Conditions of the agreement between the State and Contractor.

Prepare, for review by the Department of the Military, necessary bidding information and any suggested adjustments to the front-end documents.

Develop the design and the Construction Documents in accord with applicable State laws and codes. Architectural, structural, general, mechanical, plumbing, and the electrical design shall conform to the following standards:

(h) South Dakota Codified Laws:

1) Title 5-14-13 - Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities

2) Title 11-10 – Building Codes & Standards

3) Title 34-28-5 – Glazing Materials in Buildings

4) Title 36-16 – Electrician’s and Electrical Contractors

i. Administrative Rules 20:44 - Electricians

5) Title 36-25 - Plumbers

i. Administrative Rules 20:53 - Plumbers

(i) The latest edition of The American Society of Heating, Refrigerating and Air-conditioning Engineers’ (ASHRAE) Energy Efficient Design of New Buildings Except Low-Rise Residential Buildings,

(j) The latest United States National CAD Standards as they pertain to drawings.

(k) The latest edition of the Army National Guard Design Guide 415-1, 415-2, 415-3, 415-4, 415-5 as required by type of facility,

(l) The latest edition of all DOD Unified Facilities Criteria (UFC) manuals,

(m) The latest edition of SD Dept. of the Military Technical Specifications,

(n) The latest edition of Unified Facilities Guide Specifications (UFGS),

(o) The latest edition of the SDARNG PAM 420-10-3 Design and Project Management Execution,

(p) The latest edition of the Code of Federal Regulations; Title 14 – Aeronautics and Space,

(q) The latest edition of FAA Advisory Circulars.

NOTE: Should there be a conflict between any of the above "Codes", Guides, or "Laws" the more stringent shall apply.

Assist the State in securing the necessary permits and making the necessary filings required to obtain the approval of governmental authorities having jurisdiction over the Project.

Employ such specialists as may be required to evaluate, study, and assist in design for special considerations of the Project if such professional expertise is not available in Architect/Engineer’s organization, except those services indicated in the Agreement Documents as being provided by the State. Employment of such specialists is part of the Basic Services provided under the Agreement Documents, except for those specialists as identified in Parts VI.B (surveying services), VI.C (geotechnical engineering services), VI.D (commissioning authority), and VI.E (abatement services). (Verify these sections with EM) Submit to the Department of the Military, on or before the date to be specified in the written authority to proceed with this phase, complete sets of 90% plans and specifications for review by the State Building Committee and the Department of the Military as follows:

(r) 1 hard copy: Full size plans, technical specifications, project book (final), and tenant handbook (draft)

(s) 1 PDF Electronic Copy: Plans, technical specifications, project book (final), and tenant handbook (draft) Make necessary revisions to the 90% plans and specifications as required, based on review by the State Building Committee and the Department of the Military.

Following receipt of the Advertisement for Bids, submit complete sets of Construction Documents (100%) as follows:

(t) 1 hard copy: Full size drawings, 11x17 drawings, project book, and project manual

(u) 1 PDF Electronic Copy: Drawings, project book, and project manual Advise the State of any adjustments to previous preliminary estimates of construction costs and project budget necessitated by changes in requirements or general market conditions and submit for review new estimates dated the date the estimate is made to State.

If State hires a commissioning authority, coordinate a review meeting with the commissioning authority, Department of the Military, Architect/Engineer staff and its subconsultants to verify that all architectural, structural, general, mechanical, plumbing, and electrical design components, including specifications, provide for the commissioning authority’s ability to confirm and certify all related systems, configurations, status of operations, sequence of operations, efficiencies, quantity measurements, loads, safety components, interconnectivity of systems, etc. Architect/Engineer shall take meeting minutes and distribute to attendees within 5 business days of the review meeting.

Bidding Phase The Architect/Engineer shall provide the following services as part of the bidding phase.

Prepare the Construction Documents and individual bid packages. Department of the Military will advertise the Project and furnish Architect/Engineer a copy of the front ends for insertion in the bidding documents.

Assist Department of the Military in securing bids, including any appropriate notification of plan exchanges, contractors, or other organizations. Furnish plans and specifications to each bona fide bidder requesting the same, as well as to such major suppliers as is believed it would be advantageous to State to use in quoting to contractors (Cost of plans and specifications is covered in Part XV.F and XV.G).

Issue addenda, as appropriate, to clarify, correct, or modify the Construction Documents.

Shall participate in and take meeting minutes of the pre-bid meeting. Copies of the minutes are to be distributed to attendees within 3 business days of the pre-bid meeting.

Following the bid opening, submit to Department of the Military a written analysis of the bids and a recommendation on awarding of contracts. As requested, provide other assistance in awarding or preparing construction agreements.

Furnish to successful bidders to whom contracts have been awarded final plans and specifications as necessary for the prosecution of the Project or as required by the conditions of the construction contract (cost of said plans and specifications is covered in Part XV.F and XV.G).

Construction Phase - Administration of the Construction Agreement Architect/Engineer shall provide services as described herein, and in accordance with the conditions of the executed agreement between Owner and the Contractor provided by Department of the Military as part of the Construction Phase. Services under this phase shall commence upon award of subcontracts and agreements. Duties, responsibilities and limitations of authority of Architect/Engineer shall not be restricted, modified, or extended without written agreement of Architect/Engineer and Owner.

After award of Construction, submit Construction Plans and Technical Specifications with all Addenda issued during bidding fully incorporated, as follows:

(v) Two (2) hard copies: Full size drawings, 11x17 drawings, and project manual for Contractor

(w) One (1) hard copy: Full size drawings (Bound) for the Owner

(x) Two (2) hard copies: 11x17 drawings (Covered & Bound) and Project Manual (Covered & Bound) for the Owner

(y) One (1) PDF Electronic Copy: Drawings and technical specifications The Architect/Engineer shall participate in and take meeting minutes of the pre-construction meeting. Copies of the minutes are to be distributed to attendees within 5 business days of the pre-construction meeting.

The Architect/Engineer shall be the representative of the State during the construction phase of the Project and shall advise and consult with the Department of the Military. Instructions to the Contractor shall be forwarded through Architect/Engineer. The Architect/Engineer shall have the authority to act on behalf of the State only to the extent provided in the Agreement Documents, unless otherwise specifically agreed in writing.

Architect/Engineer shall visit the construction site at intervals appropriate to the stage of construction, but averaging every two (2) weeks to keep generally familiar with the progress and quality of the work completed and to determine in general if the Project is being constructed in a manner such that when completed it would be in conformance with the plans and specifications and other agreement documents. On the basis of such observations, Architect/Engineer shall keep the Department of the Military informed of the progress and quality of the work on the Project and endeavor to guard State against defects and deficiencies in the work of the Contractor. Every two (2) weeks, Architect/Engineer shall provide a written report to the Department of the Military as to the progress of the Project, items noted for correction, and remedial actions, if any, required. The Department of the Military may attend such site observations, and other observance activities conducted by Architect/Engineer, or may on their own observe the progress of the Project at other times, but the responsibility for performing any observations of the construction work in accordance with this paragraph remains with Architect/Engineer. Any services provided pursuant to Part V.B shall be an additional service over and above the services to be provided under this paragraph.

The Architect/Engineer shall endeavor at all times to guard the State against defects and deficiencies in the Project as executed by the Contractors, however, the Architect/Engineer shall not be required to guarantee the performance of the Contractors.

Prompt written notice shall be given by the Architect/Engineer to the Department of the Military if the Architect/Engineer becomes aware of any fault or defect in the Project or non-conformance with the agreement documents.

The Architect/Engineer shall determine the amounts owing to the Contractor based on observations at the site, and on evaluations of the Contractor's Monthly Applications for Payment, and shall issue Certificates of Payment for amounts due on forms approved by the Department of the Military. A Certificate of Payment constitutes a representation by Architect/Engineer to State, based upon the observations and the information provided by the Contractor in the Application, that the Project has progressed to the point indicated; that to the best of the Architect/Engineer's knowledge, information, and belief, the quality of the work on the Project is in accordance with the Agreement Documents; and that the Contractor is entitled to payment in the amount certified. Architect/Engineer shall approve or reject all of the Contractor’s Monthly Applications for Payment within 5 days.

The Architect/Engineer shall review and approve or take other appropriate action on shop drawings, product data, and samples submitted by the Contractor to determine if they conform with the design concept for the Project and with the information provided in the Agreement Documents, and submit these documents or information to the Department of the Military indicating the Architect/Engineer's approval or comments with reasonable promptness so as to cause no delay to the prosecution of the Project. Approval or acceptance of a specific item shall not necessarily indicate the Architect/Engineer's approval of an assembly of which the item is a component. When professional certification of equipment is required by the Agreement Documents, the Architect/Engineer will be entitled to rely upon that certification to determine that the materials, systems, or equipment will meet the performance criteria required in the Agreement Documents.

The Architect/Engineer shall consult with and advise the Department of the Military during construction on any items which concern interpretation of design. Architect/Engineer will make recommendations to the Department of the Military on any adjustments that may be proposed by the Contractor or the Owner. Architect/Engineer shall make such necessary drawings or prepare descriptive information for change order request(s) for proposal (“RFP”) as required and shall review the RFP(s) for accuracy and make recommendations to the Department of the Military.

Architect/Engineer shall conduct, at the time and place approved by the Department of the Military, with the Owner and the Contractor, observations to establish dates of Project acceptance and completion. The Architect/Engineer shall have other architects, structural, mechanical, or electrical engineers, or other consultants in their employ in attendance at this and at various progress observations as may be necessary to evaluate whether the work completed on the Project is in conformance with the Agreement Documents. Architect/Engineer shall receive and forward to the Department of the Military, with comments on completeness or acceptability, those warranties, operation manuals, and other documents required by the Agreement Documents and assembled by the Contractor.

The Architect/Engineer will review the application for final payment to the Contractor and provide a certificated final payment to the Department of the Military.

The Architect/Engineer will provide to the Department of the Military or the Contractor, upon written request, interpretations and decisions in writing, or in the form of drawings, on matters concerning performance under the Agreement Documents, and execution or performance of the work on the Project. Response to such requests shall be made with reasonable promptness and within any time limits agreed upon. The final decision on all such questions shall be made by the Department of the Military.

The Architect/Engineer shall maintain a log of all Requests for Information, Requests for Proposals, and Change Orders. Within 5 business days of a request by the Department of the Military, Architect/Engineer shall submit a single compiled pdf to include all outstanding RFPs to Department of the Military for inclusion in a Construction Change Order for electronic signature routing. Compilation shall include any and all RFI’s, ASI’s, RFP’s, Proposal’s, Architect/Engineer’s Estimate, and Architect/Engineer’s Letter of Recommendation.

Architect/Engineer shall attend construction progress meetings and verify all pertinent information is properly recorded in the Contractor’s progress meeting minutes. Architect/Engineer shall bring to the Owner and Contractor’s attention any information omitted or needing correction within 5 business days.

The Architect/Engineer shall not have control over or charge of and shall not be responsible for

(z) construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Project, since these are solely the Contractor's responsibilities under the agreement between Owner and the Contractor; and

(aa) the Contractor's schedules or failure to carry out the Project in accordance with the Agreement Documents.

except to the extent that Architect/Engineer authorized a scope adjustment or schedule modification not approved by Department of the Military in accordance with this Agreement. Architect/Engineer will not have control over or charge of acts or omissions of the Contractor, subcontractors, or their agents or employees, or of any other persons performing portions of the Project, except to the extent that Architect/Engineer may formally notify the Contractor of the unacceptability of various portions of the Project or failure to carry out the work on the Project in accordance with the Agreement Documents. Architect/Engineer shall inform the Contractor on behalf of, and upon consultation with, Department of the Military to cease work on the Project or portions thereof affected by those items that are unacceptable and remain uncorrected until such time as corrections are made. Nothing in this paragraph is intended to relieve Architect/Engineer of its responsibility as set forth in the Agreement Documents to observe that the Project is completed in accordance with the Agreement Documents.

The Architect/Engineer shall at all times have access to the Project wherever it is in preparation or progress.

Except as may otherwise be provided in the Agreement Documents or when direct communications have been approved by the Architect/Engineer, State and the Contractor shall communicate through the Architect/Engineer. Communications by and with the Architect/Engineer's consultants shall be through the Architect/Engineer.

The Architect/Engineer shall have authority to reject work on the Project, which does not conform to the Agreement Documents. Whenever the Architect/Engineer considers it necessary or advisable for implementation of the intent of the Agreement Documents, the Architect/Engineer will have authority to require additional inspection or testing of the work in accordance with the provisions of the Agreement Documents, whether or not such work is fabricated, installed, or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect/Engineer to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the work on the Project.

Closeout Phase Architect/Engineer shall provide project close-out services and Final Documents as described herein, and in accordance with the conditions of the executed Construction Agreement provided by Department of the Military. Services under this phase shall commence upon award of Substantial Completion to the Contractor.

Pre-Substantial Completion Inspection. Architect/Engineer shall conduct any necessary inspections to ensure all work is completed in accordance with codes, regulations, and applicable standards and the construction documents. Architect/Engineer shall provide a written summary of any items needing to be corrected prior to the Substantial Completion Inspection.

Substantial Completion Walk-Through. Together with the Department of the Military, visit the site to observe any apparent defects in the work. Prepare a punch list of defective items and, at all times, withhold no less than twice the value of the punch list items when reviewing payments. Assist the Department of the Military in consultations and discussions with the Contractor concerning correction of any such defects and make recommendations as to the replacement or correction of defective work, if present.

Final Completion Walk-Through. Together with the Department of the Military, visit the site to observe corrections made per the punch list and determine if corrections are acceptable.

Record Drawings. When the Project is completed, Architect/Engineer shall furnish reproducible Record Drawings with all construction changes duly noted, to the Department of the Military for the State’s permanent files, together with a summary of all final program requirements and design criteria and data.

Architect/Engineer shall submit AutoCAD compatible, DWG files, with all external references bound and PDF drawings sharing the same layout specifications as the AutoCAD version. All DWG files need to be properly saved so that all x-refs remain attached to the files when opened with a state computer. DWG files may not be write-protected. CD or flash drive shall include all PDF, AutoCAD, and other original design files (Revit).

Submit all Final Documents as follows:

(ab) Hard Copies: 3 full size Record Drawings and 2 Tenant Handbooks

(ac) Electronic Copies: 1 PDF Record Drawings, 1 AutoCAD file(s), 1 PDF Record Specifications, 1 PDF Project Book, 1 PDF Tenant Handbook Owner Training. Architect/Engineer shall attend the Contractor’s training for Owner personnel and ensure all topics are thoroughly covered along with design intent of system.

Operation and Maintenance Manuals. Architect/Engineer shall review Operation and Maintenance Manuals submitted by the Contractor and ensure all Owner requirements are incorporated. Once approved, Operation and Maintenance Manuals shall be submitted as follows:

(ad) Hard Copies: Three (3) bound with front cover and side labeled with Project identification.

(ae) Electronic Copies: 1 single PDF file All Final Documents must be submitted to the Department of the Military on or before the closeout date detailed in Part II.D following issuance of a final payment to the Contractor.

ADDITIONAL SERVICES

The services described in Part V are not included in the Basic Services. If State requires services described in Part V, only those costs expressly authorized in advance by Owner will be paid at a separately negotiated rate in addition to the compensation for Basic Services unless otherwise indicated in the Agreement Documents.

If services described under Contingent Additional Services are required, Architect/Engineer shall promptly notify the Department of the Military of the anticipated scope of such services prior to commencing same and will not proceed without written notice from the Department of the Military.

If the services described under Optional Additional Services are required for the completion of the Project in accordance with the approved schedule, Architect/Engineer shall notify the Department of the Military in a timely manner to allow State to obtain these services in a manner that best suits State's needs.

Project Representation Beyond Basic Services When more extensive representation at the Project site than is described in Part IV.F.3 is required and authorized by State, Architect/Engineer shall provide one or more Project representatives to assist in carrying out such additional on-site responsibilities.

Project representatives shall be selected, employed and directed by Architect/Engineer, subject to the approval of the Department of the Military. Architect/Engineer shall be compensated for these representatives at such rates as are mutually agreed upon at the time of approval, which shall be set forth in an amendment hereto. The duties and responsibilities of the Project representative shall be delineated in the Amendment to the Agreement Documents authorizing those services.

Architect/Engineer shall endeavor through the observations and reports of such Project representatives, to provide further protection for State against defects and deficiencies in the Project, but the furnishing of Project representation will not otherwise modify the rights, responsibilities, or obligations of Architect/Engineer as set forth elsewhere in the Agreement Documents.

Contingent Additional Services Making revisions in Plans and Specifications or other documents when such revisions are:

(af) Inconsistent with approvals or instructions previously given by State, including revisions made necessary by adjustments in State's program or Project budget (this does not include revisions made in accordance with the implementation of Parts VII.C or VII.D);

(ag) Required by the enactment or revision of codes, laws or regulations subsequent to the initiation of the preparation of Construction Documents; or

(ah) Due to changes required as a result of State's failure to render decisions in a timely manner.

Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, State's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Part VII.D. For those changes in the Project, which result in an increase in services, Architect/Engineer shall be compensated in accordance with Part XV.B.

Providing consultation concerning replacement of the Project, or any part thereof, or work done thereon, damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of the Project.

Providing services made necessary by default of the Contractor, or by failure of Owner to perform its obligations under the Agreement Documents.

Providing services in connection with public hearings, arbitration, or legal proceedings except where Architect/Engineer is a party thereto.

Optional Additional Services Financial feasibility or other studies;

Planning surveys or comparative studies of prospective sites;

Special surveys, environmental studies, and similar submissions needed for approval of governmental authorities having regulatory jurisdiction; and Coordination of construction performed by five or more building construction contractors.

Services required because of an extension of the construction schedule resulting from events for which the Contractor is entitled only to a time extension as set forth in Article 10 of State’s General Conditions for Construction, are not additional services and Architect/Engineer shall not be compensated for such services.

If Architect/Engineer wishes to make a claim for an increase in the agreement fee, it shall give Owner and the Department of the Military written notice within ten (10) days after the occurrence of the event, giving rise to such claim. Supporting documentation for any claim arising prior to substantial completion of construction shall be submitted to State no later than thirty (30) days after substantial completion. Supporting documentation for claims arising after substantial completion shall be submitted to State no later than fifteen (15) days after final completion of construction. Any change in the agreement fee shall be authorized by formal written modification signed by State. No claim for an increase in the agreement fee shall be valid unless made in accordance with this section.

OWNER'S RESPONSIBILITIES AND COORDINATION

0. Department of the Military shall examine the documents submitted by Architect/Engineer and described herein and shall render decisions and/or recommendations pertaining thereto promptly, to avoid unreasonable delay in the progress of Architect/Engineer services. Department of the Military shall at all times have access to the Project site. Department of the Military shall notify Architect/Engineer promptly upon discovery of any materials, methods, or other features of the services, which do not meet State's approval. Architect/Engineer shall also designate a member of its organization who will be responsible for the execution of the services and who will be the authorized representative of Architect/Engineer regarding the services. Architect/Engineer's Representative shall be a principal of the firm or other individual subject to approval by the Department of the Military.

0. Intentionally Omitted [If surveying is not included in Architect/Engineer basic services, replace “Intentionally Omitted” with the following paragraph.] State, with procurement and coordination assistance of Architect/Engineer when requested, shall furnish surveys describing physical characteristics, legal limitations, and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements, and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, and contours of the site; locations, dimensions, and necessary data pertaining to existing buildings and other improvements adjacent to but not affected by the Project; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths as may be reasonably determined from available information. All the information on the survey shall be referenced to a Project benchmark.

State shall furnish the services of geotechnical engineers when such services are requested by Architect/Engineer and as are determined appropriate by the Department of the Military. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion, and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations.

State may furnish the services of a commissioning authority during the Schematic Design Phase, Design Development Phase, Construction Document Phase and Construction Phase to develop a commissioning plan and to aid Architect/Engineer in including various components of the plan in the final Plans and Specifications. The commissioning authority shall provide a final commissioning report of findings to Architect/Engineer for inclusion in Architect/Engineers final observation report.

If testing by State reveals that abatement of hazardous materials is involved in the project, State shall furnish the services of an Abatement Designer to develop bid documents specifically related to abatement of the hazardous materials. Architect/Engineer may be required to include these bid documents as a part of their plans and specifications and will identify such documents as the work product of the Abatement Designer. Architect/Engineer may include the notation that they "are not responsible for said abatement documents included in these plans and specifications." The bid documents shall state that the cost of abatement must be treated as a separate bid item. Abatement is not part of Architect/Engineer’s Basic Services. Architect/Engineer will not be expected to inspect or monitor any abatement activities during the course of construction. However, Architect/Engineer is expected to recognize the impact of the abatement activities on their portion of the construction and to accommodate such impact in their design.

Recognizing that Architect/Engineer is not responsible or liable for hazardous materials existing and in place prior to commencement of this Project, or for the activities of any Abatement Designer or the Contractor, Architect/Engineer is not required to carry professional liability insurance or insurance rider for asbestos abatement activities.

CONSTRUCTION COSTS AND PROJECT BUDGET

The Architect/Engineer shall develop and prepare a Project budget in a format acceptable to the Department of the Military, including a detailed estimate of construction costs, dated the actual date the estimate is made. The Project budget shall be updated and reviewed with the State at intervals appropriate to the Project. Architect/Engineer shall advise the Department of the Military of any adjustments to the budget and estimate of construction costs required by changes in Project scope, quality, or requirements and by general market conditions, and shall submit such proposed adjustments to the Department of the Military for approval. The budget and estimate of construction costs represent the Architect/Engineer's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect/Engineer nor the State has control over the various components of construction costs, and therefore the parties acknowledge that the Architect/Engineer does not warrant or represent that the Project budget and estimate of costs will not vary from those submitted to, and approved by the State.

The fixed limit of construction cost for the Project shall be set at $DOLLAR VALUE. Architect/Engineer shall advise the Department of the Military when, in its opinion, subsequent Project scope changes require either an adjustment of the fixed limit of construction cost or adjustments in the scope of construction. Architect/Engineer shall propose recommended adjustments in the scope of construction necessary to keep the Project within the fixed limit of construction cost.

If the fixed limit of construction cost is exceeded by the lowest bona fide bid or proposal received, State may:

Recommend acceptance of the lowest bona fide bid, however, such acceptance shall not increase the Architect/Engineer’s fee under Part XIII of the Agreement Documents;

Approve re-advertisement and bidding of the Project as designed; or In consultation with the Architect/Engineer, revise the Project program, scope, or quality as required to reduce the cost of the work.

If the State elects to implement Part VII.B.3, Architect/Engineer shall modify the Agreement Documents as required to comply with the fixed limit of construction cost with no additional compensation.

DISPUTES

Unless otherwise specifically provided in the Agreement Documents, all claims, counter-claims, disputes or other matters in questions between State and Architect/Engineer arising out of, or relating to the Agreement Documents, or the breach thereof, will be decided by direct negotiations, by non-binding mediation if the parties mutually agree, or in a circuit court of competent jurisdiction within State. Notice of a request for mediation shall be sent in writing to the other party to the Agreement Documents within a reasonable time after the claim, dispute, or other matter in question has arisen. If the party receiving notice of request does not agree to mediation in writing within 10 calendar days, it will be deemed that the parties do not mutually agree to mediate the matter. If the parties agree to mediate, a mediator to hear the dispute will be agreed upon by the parties. If agreement on a mediator cannot be reached, State shall select the mediator.

INDEMNITY PROVISION

Architect/Engineer agrees to indemnify the State of South Dakota, its officers, agents, and employees, from and against all claims or proceedings for actions, suits, damages, liabilities, other losses or equitable relief to the extent arising as a result of Architect/Engineer’s negligence, tortious acts, or intentional acts in performing services under this Agreement. For purposes of this section, “Architect/Engineer” includes any subconsultant performing services for any portion or component of this Agreement. Notwithstanding the foregoing, State may, in its sole discretion engage attorneys and other professionals to defend the State of South Dakota, its officers, agents, and employees, or to assist Architect/Engineer in the defense. If State exercises this authority and Architect/Engineer is determined to be liable, then State is entitled to reimbursement of its reasonable attorney fees and costs in defending the suit in proportion to the degree of liability attributed to Architect/Engineer in the proceeding. This section does not require Architect/Engineer to be responsible for or defend against claims or proceedings for damages, liabilities, losses or equitable relief arising solely from errors or omissions of State, its officers, agents or employees.

INSURANCE

At all times during the term of this Agreement, Architect/Engineer shall obtain and maintain in force insurance coverage of the types and with the limits as follows:

Commercial General Liability Insurance:

Architect/Engineer shall maintain occurrence-based commercial general liability insurance or equivalent form of coverage with a limit of not less than one million dollars ($1,000,000) for each occurrence. If such insurance contains a general aggregate limit it shall apply separately to this Agreement or be no less than two times the occurrence limit. The insurance policy shall name the State of South Dakota, its officers and employees, as additional insureds, but liability coverage is limited to claims not barred by sovereign immunity.