Attachment E - Format for the Memorandum of Understanding (for an AE Contract) (DGS-30-258, as modified for Owner).pdf

DGS-30-258

(Rev. 03/20) Page 1 of 10

Confidential

[NOTE: Use the following standard format and wording/language when preparing the project-specific document. Sample and/or explanatory language is in italics and should be edited/replaced with project-specific information.] FORMAT for the

MEMORANDUM OF UNDERSTANDING

(FOR AN A/E CONTRACT)

OWNER: Virginia State Corporation Commission

ARCHITECT/ENGINEER (A/E):

TITLE OF APPROPRIATION:

APPROPRIATION ITEM NO:

TITLE OF PROJECT: Tyler Building Renovation Project

PROJECT CODE: 18454

DATE OF MOU:

This Memorandum of Understanding (MOU), when signed by both the A/E and the Owner, formalizes the details of the fee negotiations, the scope of the A/E Services, the A/E schedule, and other items agreed to during negotiations. The terms of the MOU supplement and/or clarify the requirements of the A/E Contract with respect to the above-identified Project. In the event of a conflict between the requirements of this MOU and the Terms and Conditions of the A/E Contract, the requirements of this MOU shall take precedence consistent with Section 45 of the Terms and Conditions, as modified by the Supplemental General Conditions.

The A/E agrees to provide the following A/E Services pursuant to all of the requirements of the A/E

Contract and the terms set forth below for the Project:

1. A/E SERVICES

The Owner has provided the following documents which describe the program, siting, appearance, aesthetics, functional arrangement, and level of quality desired by the Owner:

[ List here the documents, materials, and data that the Owner is providing to the A/E such as boundary survey, topographic survey, geotechnical report, asbestos survey, lead paint survey, project budget request forms, and other data. ]

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The A/E shall furnish all Professional Services, Nonprofessional Services, expertise, labor, and resources to provide complete design and Construction Administration services for the Project in accordance with the terms, conditions, and requirements of the A/E Contract and A/E Manual, except as modified below.

The following services shall be deleted from the Basic Services required by the A/E Manual:

[List any A/E Basic Services required by the A/E Manual which are being deleted from the A/E's scope of work. Address any construction phase A/E services which the Owner chooses to delete from the

A/E's Basic Services to be performed by its Construction Administrator or Inspector. ]

- [Example: A/E shall provide services for the construction phase as required by the A/E Manual for the administration of the contract except delete the following services/Work: (List ) ]

The A/E shall provide the following Additional Services on this Project:

[List any "additional services” which the Owner is adding to or deleting from the A/E's Basic Services required by the A/E Manual. Address the number of A/E visits per month (or week) required during the construction phase, if different from the number set forth in the Terms and Conditions.]

- [Example: Provide to the Owner one copy of the completed drawings in PDF and CADD format.

The A/E shall provide the Owner with any special fonts, symbol libraries, special line types or line drawing software, or any other unique software required for the Owner to maintain the CADD drawings as current "As Built" documents. The Owner shall have ownership and unrestricted rights to use these drawings for its purposes; however, the Architect / Engineer shall not be responsible for any such use or modifications made by the Owner.]

- [Example: Any special services, analyses, studies, etc. the A/E will be required to furnish, especially any required in the RFP . ]

- [Example: Visit the site a minimum of once each week with a qualified (capable of and authorized to make decisions and give directions for the A/E) representative of each discipline having work in progress at that time to observe the work in progress, note discrepancies / deficiencies in the work, give guidance / assistance, as appropriate, to the Owner's Project Inspector, and issue interpretations/clarifications as appropriate.]

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2. APPORTIONMENT OF TOTAL CONTRACT AMOUNT

The Total Contract Amount, including reimbursables, is

Dollars

($ ), to be apportioned as follows:

A. Basic Services

Design Phase Services

Schematic development (Approved) =$

Preliminary (Approved) =$

Working Drawings, 100% complete =$

Subtotal Design Phase Fee =$

Bid & Construction Phase Services

Bidding Assistance =$

Submittal Review & Construction Admin. =$

As-Built / Record Drawings =$

Visits/Inspection during Construction =$

Subtotal Bid & Construction Phase Fee =$

Total Basic Services Fee =$

B. Additional Services

Additional Services and the negotiated fees for each are as follows: (List additional services to be provided by the A/E and the negotiated fee for each)

[Survey - Topographic = $

Survey - Boundary & Site Improvements = $

Geotechnical Services = $

Field Data on Existing Building = $

Food Service Program, Layout & Equip = $

Stormwater Drainage Study = $

Environmental Impact Report = $

Model of Building = $

Rendering = $

Interior Design Services (other than as described = $ as Basic Services in the Terms and Conditions)

Total Additional Services Fees $

Total Fee for Basic & Additional Services $ _______________

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C. Reimbursable Expenses Budget

The following items are budget estimates of the costs to be paid for as reimbursable expenses in accordance with the provisions of the A/E Manual.

1. [Printing and Duplication of Preliminary and Working drawing submittals.

Budgeted amount is $ ]

[(Printing and Duplication of revised submittals are not reimbursable.)]

2. [Printing and Duplication of Bid Documents. Budgeted amount is

[(A/E shall provide Owner with quotes from 3 printers for printing bid sets.)]

3. [Express/Overnight deliveries directed by the Owner will be reimbursable unless made necessary by A/E delays in meeting the schedules. Budgeted amount is $

Total Reimbursables Budget =$

TOTAL CONTRACT AMOUNT (including reimbursable budget) =$

3. HOURLY RATES

If the A/E is required or directed after award of the A/E Contract to provide Extra Services at hourly rates, the following hourly rates (including overhead and profit) for the categories indicated shall be used in determining fees for such services requested of the A/E:

[Project Manager (P.E. or R.A.) $

Architect (licensed, R.A.) $

Structural Engineer (P.E.) $

Mechanical Engineer (P.E.) $

Electrical Engineer (P.E.) $

Civil Engineer (P.E.) $

Architect Designer $

Plumbing Designer $

Sprinkler System Designer $

Engineering Designer $

CADD Technician $

Architect Drafter $

Engineering Drafter $

Interior Designer $

Interior Technician $

Landscape Architect $

Spec/Report Writer $

Typist/Clerical $

Estimators $ ]

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4. PERSONNEL

The Owner's Project Manager assigned to this Project is ________________________ telephone number ____________________ FAX number ________________ e-mail .

The Owner will advise the A/E in writing of any change in the Project Manager.

The A/E has assigned the following as the responsible persons for the function/disciplines indicated for this project:

Function/Discipline Name Telephone #

Contract Signature Authority

[or]

A/E Project Manager:

A/E of Record:

Structural Engineer:

Mechanical Engineer:

Electrical Engineer:

Civil Engineer:

[Interior Design

Landscape Architect

Food Service Consultant]

Should circumstances require substitution for any of the above-listed personnel assignments, the A/E shall so advise the Owner in writing. Any substitute shall have the same or greater level of expertise and experience. Owner reserves the right to accept or reject proposed substitutions of personnel.

5. PROJECT DESCRIPTION

Purpose of the facility:

SCC is an independent government agency established in 1902 to regulate and oversee a wide range of business and economic activities within the state. SCC exercises authority over utilities, insurance, financial institutions, securities, retail franchising, and railroads while serving as Virginia’s central filing office for corporations and other business entities and implementing the Commonwealth’s Health

Benefit Exchange. Unique in its structure, SCC combines administrative, legislative, and judicial powers. Its mission is to balance the interests of citizens, businesses, and consumers by ensuring fair competition, protecting consumer rights, and promoting economic stability.

SCC carries out its services at the Tyler Building, 1300 East Main Street, Richmond, Virginia and additional offices in the Bank of America Building, 1111 East Main Street, Richmond, Virginia. The

Project will renovate and modernize the entirety of the Tyler Building to establish it as a modern office space reflecting an elevated judicial and government presence consistent with the important work of

SCC and harmonious with the General Assembly Building and other civic buildings in and being developed for the Capitol Square area of Richmond. The Project also will bring all SCC employees and operations together in the Tyler Building through the efficient and updated use of the available space.

General Project Description:

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The Project will entail a full interior renovation of the Tyler Building and replacement of major mechanical, electrical, plumbing, audio/visual, security systems, furniture, fixtures, and equipment as well as roof elements.

The Tyler Building was constructed in 1991 and first occupied in 1993 and contains 327,508 gross square feet and 269,101 rentable square feet. The building contains 11 floors, a penthouse above grade, and an auxiliary office space located on Level 2 of the adjoining parking deck. Floors 1 through 5 each contain approximately 37,000 square feet per floor and floors 6 through 11 each contain approximately

16,000 square feet per floor. The auxiliary office space is 2813 square feet with ingress/egress onto

Main Street. A portion of the first floor is below-grade. Exterior entrances to the building are present at the first and second levels from Main and Bank Streets. The attached parking deck is owned by the

Commonwealth of Virginia Department of General Services. Common utility and life safety systems are shared between the Tyler Building and parking deck; the deck and supporting utiltiy infrastructure will need to remain in operation during renovation.

The building is constructed with concrete framing elements and decks. The exterior facade consists of granite panels as well as individual metal windows and curtainwall system. Interior construction includes drywall partitions; wood doors with metal frames; vinyl, carpet, ceramic, and granite floor finishes; ceramic tile, paint, wood, and stone panel wall finishes; and acoustic ceiling tile and gypsum ceiling finishes. No significant interior renovations have been completed since construction, but several mechanical system replacements were completed in 2010.

The Tyler Building is owned by SCC. The real property within and on which the Tyler Building is constructed is owned by the Commonwealth of Virginia Department of General Services.

The Project will renovate the building to accommodate potential future headcount of not less than 883

FTEs, plus at least 3 courtrooms, hearing rooms, judicial offices, and public service spaces. Most, if not all, mechanical, electrical, plumbing, audio/visual, and security systems will be replaced. A commercial kitchen will be decommissioned as part of the renovation.

The finished Project will provide modern, attractive, and welcoming office environments that meet the needs of today’s workforce and maintain long-term functional and aesthetic relevance. Courtrooms, hearing rooms, and judicial offices will have an elevated level of finish commensurate with the civic importance of judicial proceedings. Public spaces for accessing and interacting with staff of SCC

Clerk’s Office and for participating in public hearings and meetings will be finished at the same elevated level as the courtrooms. All ground floor, public access areas, courtrooms, hearing rooms, and public meeting spaces will be renovated to include enhanced security features. Enhanced security features will be utilized to ensure only authorized access to, and the security of, non-public work and office areas.

A/E Services will include, as Basic Services, multiple meetings with and input from numerous stakeholders, including SCC Commissioners, Division Directors, and Chief Administrative Officer.

There are three Commissioners, the work of whom are supported by nine regulatory divisions, three legal divisions, and eight administrative divisions.

Building Materials:

[Example: Brick exterior. ] Selection of other materials shall conform to requirements of the A/E

Manual and shall be approved by the Owner.

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Special Features in Building:

[Example: Design shall include provisions (i.e. equipment space and empty conduit distribution system) for an Owner designed and installed voice-data-video system with connections to each student room.] A/E shall include fire alarm, smoke detection, and sprinkler systems as appropriate for the design and applicable codes.

"Design-not-to-exceed' Budget: The "Design-not-to-exceed" Budget is set forth in the A/E Contract.

The A/E has been advised of and understands the financial and budgetary constraints on this Project and the Owner's design expectations for achieving an acceptable design with the above features and within the “Design-not-to-exceed” Budget.

6. SCHEDULE FOR PLANNING, DESIGN AND CONSTRUCTION OF PROJECT

The A/E understands that time is of the essence and that delays in the design and/or construction may significantly impact the feasibility and cost of the Project. The Owner agrees to make timely decisions on items presented by the A/E.

The following schedule shall apply to the A/E Services:

[Authorization for A/E to Proceed -

Submit to Art & Architectural Review Board -

Submit Schematics -

Resolve issues; proceed authority

Submit Preliminaries -

Receive V E Study report -

Receive Review comments -

Resolve issues & V E items; WD authorized -

Submit Working Dwgs (100%) -

Receive Working Drawing Review Comments -

Final Corrections to Working Drawings -

Authorization to Print Bid Documents -

Advertise for Bids -

Receive Bids (Open Following Day) -

Award Construction Contract -

Construction Period Estimated - (days)

Substantial Completion/Occupancy -

Final Completion - ]

It is understood that the above dates are contingent upon the Owner's receiving the necessary approvals, funding and authorizations. Should the Owner not receive the necessary approvals, funding and authorizations through no fault of the A/E or if the Owner delays the Project Work through no fault of the A/E, appropriate adjustments and changes will be made in the schedule. The A/E shall be notified in writing of any changes to the schedule.

7. SUPPLEMENTAL INSTRUCTIONS & CLARIFICATIONS

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The following are offered to clarify the Owner's expectations regarding the A/E Services required by the A/E Manual. They are explanations offered for the benefit, information and assistance of the A/E.

None of the items listed below are Additional or Extra Services, but are included in the A/E's Basic

Services as set forth in the A/E Manual and the A/E Contract. [The following examples were compiled from previous projects and are provided only as examples of the sorts of clarifications the Owner might consider helpful. ]

A. [The Owner will provide to the A/E copies of pertinent drawings on file indicating existing buildings, utilities and conditions. The Owner is not warranting the accuracy of these documents.

It will be the responsibility of the A/E to coordinate with all public and private utility companies regarding existing utilities (if any) and their location. The A/E must also consult with the Owner's staff regarding any existing utilities not indicated on drawings or by utility easements.]

B [The Owner has procured survey services for the site. The Architect/Engineer shall be responsible for the coordination with the survey consultant for survey information needed by the A/E to provide its services. Survey information shall be in the form of topographic maps to scale with data necessary for the proper location of buildings, and showing grades, lines of streets, pavements, property lines, right-of-ways, restrictions, easements, all above and below ground utilities, other improvements and trees. Additional survey service, if required, will be authorized and paid for by the Owner.]

C [The cost of services for meetings and all presentations to the Owner's Building Committee, the Art and Architectural Review Board, the Division of Engineering and Buildings and all other State and local agencies will be the responsibility of the A/E included within these services. The A/E's project related costs of all miscellaneous blueprinting, reproduction of reports, photocopying, long-distance telephone calls, facsimile transmissions, telegrams, travel and postage are included in the lump sum fee and marked up hourly rates negotiated.]

D. [So that the Owner's Building Committee will have a reasonable knowledge and understanding of the concepts and design components (i.e., materials, equipment and systems), the A/E as part of basic services will be required to present up-to-date descriptions of concepts, materials, equipment and systems which are being considered for each facility. These presentations will consist of the

A/E presenting drawings, cut sheets, verbal descriptions, etc., regarding the advantages and/or disadvantages, the economic evaluations, and the justifications as to why certain materials, equipment, systems, etc., are being considered or used.]

[It is expected that such presentations will occur near the completion of the schematic design, during the preliminary design phase, and the early working drawing phase. These presentations should not be confused with, or considered in lieu of, formal presentations or submittals to the Art and Architectural Review Board, the Division of Engineering and Buildings or other State or local agencies.]

E [A/E shall review and evaluate the (Preplanning Study) (Project Criteria) (Project Budget Request) provided and make refinements to or develop acceptable functional layouts. Evaluation shall include written responses to the Owner regarding the DEB review comments. ]

F. [A/E shall respond to all DEB review comments, resolve outstanding design issues and take appropriate action in the design of the project prior to making any subsequent submittal.]

G. [A/E shall develop, prepare and include the Erosion and Sediment Control Plans and the

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Stormwater Management Plans in the construction documents as part of the Civil work. Obtain approvals of the Erosion and Sediment Control Plans and the Stormwater Management Plans from required Agencies.]

H [A/E shall coordinate entrance design with and obtain approval from the (Virginia Department of

Transportation office) (Locality/City) having jurisdiction.]

I. [The A/E shall coordinate with and meet the design requirements of the applicable local utility services entities including, but not limited to, connection requirements, easements, notification requirements, and access requirements. A/E shall obtain necessary approvals of the designs, materials, connection details, etc., from the utility entities. The Agency will pay filing fees and connections charges as required.]

J. [A/E shall make oral and/or graphic presentations to State Agencies such as the Art and

Architectural Review Board, the Division of Engineering and Buildings or any other group having interest in the project, to assist the Agency in obtaining necessary approvals of the Project at various stages or phases. ]

K [A/E shall comply with the Virginia Department of Health Rules and Regulations governing food service facilities. ]

L. [A/E shall coordinate project siting and site design with the facility Master Plan. A/E shall also consider the possibility/probability of future additions in the site evaluation and building design including, but not limited to, future building footprint, site circulation, and sizing of utilities, and in designing the stormwater management piping/system. ]

M. [A/E is aware that the A/E Manual requires the A/E to provide a sprinkler system design and material and installation specifications including indications on the drawings of sprinkler piping routing / locations and sprinkler head locations if the project includes a sprinkler system. A performance specification requiring the Contractor to design the sprinkler system as part of the shop drawing / submittal process is not acceptable. ]

N. The AE shall organize and provide leadership for monthly constructability/coordination review meetings. This meeting may be part of the general design review meetings but items discussed shall be documented by the AE and kept as a separate section of the meeting minutes. These meetings shall at a minimum include the AE firm’s senior staff and design team as appropriate for the stage of the work of the design documents, the Agency, and Construction Manager if it is a CM@R job.

These meetings will be an in-depth review of the design, details and components for the project.

O. Buildings designed and constructed shall be maintainable and sustainable. For these purposes sustainable means that the components of the building are durable and are easy and economical to maintain.

P. As the project is nearing the completion of working drawings (approximately 80% completion), the

AE will organize a meeting with all team members to review documents in detail and shall document items discussed and decisions made,and incorporate final revisions into working drawings prior to DEB submittal. The plans must be thoroughly reviewed for constructability, code compliance, and coordination to avoid conflicts.

Q. Working drawings as submitted to DEB will be 100% complete and ready to bid prior to the first

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DEB submission of working drawings in order to reduce the need for multiple re-submittals.

R. All building detail drawings shall be thoroughly and thoughtfully delineated in the construction documents, and shall provide the contractor with adequate information and dimensions for construction. Provide details and sections to indicate all conditions in the building. It is preferred that sections and details not be noted as “similar”. If a detail or section is required, it is probably dissimilar enough to require a stand-alone detail.

S. The AE shall design and specify all building systems and components. Unless a closed engineered system (pre-engineered building, prefabricated trusses, precast, or common steel structural connections) is being utilized, it is unacceptable to require the contractor to design and submit building detail shop drawings for review and approval.

T. T. [The complete Project Bid Documents conforming to the requirements of the A/E Manual must be complete and ready for bidding not later than (insert date).]

U. [A/E Visits to the Site During Construction ]

[A/E representatives visiting the site shall be qualified persons from the disciplines having work in progress during that period. Each discipline's representative shall have the technical expertise and authority appropriate to observe and comment on the work in progress at the time of the visit and to interpret the requirements of the plans and specifications. The A/E shall observe the work in place and in progress, note discrepancies / deficiencies in the work, give appropriate guidance and assistance to the Owner's Project Inspector, and issue interpretations or clarifications as appropriate. The A/E shall provide written documentation of each site visit. ]

[The Project Inspector will notify the A/E of any Work he sees being performed by the Contractor which, in the Project Inspector's opinion, deviates from the Contract Documents including copies of the approved shop drawings/submittals sent to the Project Inspector. The A/E shall take appropriate action to assure that the Work being provided conforms to the requirements of the

Contract. The Project Inspector will contact the A/E to request clarifications of the requirements of the documents, if necessary. ]

[Any specific instructions which the A/E gives to the Contractor during a site visit by the A/E must be in the form of a written field order, written supplemental instructions, etc. Copies must be distributed to the Contractor, the Owner and the Project Inspector. ]

[The A/E is responsible for establishing and conducting a minimum of one regular meeting per month to discuss the job progress, the schedule, the Certificate for Payment, the status of Requests

For Information (RFI) and Requests For Proposals/Pricing (RFP), and, if need be, any problems on the project. Participants at these meetings must include, as a minimum, the Owner, the A/E's representatives in each applicable discipline, and the General Contractor including any

Subcontractors needed. This meeting is expected to coincide with one of the A/E's monthly site visits.

V. [Procedures for Change Orders to the Construction Contract ]

[The A/E shall establish and implement procedures/formats/etc. for receiving, documenting, and responding to Contractor Requests for Information, Shop Drawings, Submittals, Samples, and such.

The A/E shall also establish and implement procedures/formats//etc. acceptable to the Owner for

(Rev. 03/20) Page 11 of 10 handling Owner initiated, A/E initiated, and Contractor initiated Change Orders or requests for same, including formats and procedures for pricing and documenting costs. ]

[No change orders to the construction contract, including changes in completion date, will be issued, approved or authorized without full knowledge and approval of the Owner. ]

[Except for emergency situations, as explained in the General Conditions of the Construction

Contract, the A/E must receive from the General Contractor an itemized breakdown of all quantities and prices for any change. These prices must be verified by the A/E before making recommendations to the Owner. ]

[The A/E must submit with all change orders, written justification and reasons for the change, i.e., unknown field conditions, design errors or omissions, Owner requested change, etc. DGS Form

DGS-30-092 CO-11 (including associated supporting forms such as GC-1, SC-1, and SS-1) shall be used for documenting the Change Order Requests discussed in this Section. ]

W. [Design Phase Meeting Minutes and Agenda]

[The A/E shall prepare a meeting agenda of A/E issues prior to each scheduled meeting. The agenda shall be distributed to the Owner and representatives listed above no later than 2 working days prior to the scheduled meeting. The Owner's representative will notify the A/E of any revisions to the agenda no later than one day prior to the scheduled meeting. ]

[The A/E shall record minutes of each meeting. The DRAFT minutes shall be published no later than 2 working days after such meeting. The A/E shall provide copies of the draft meeting minutes to the parties listed below: ]

[Describe any mandatory format or requirements for the minutes. Describe procedures for correcting and/or approving drafts of minutes. ]

AGREED TO ON THE DATE INDICATED ABOVE BY:

Architect/Engineer Owner

By: _____________________ ______________ By:_____________________________ _________

[Type name here] Date [Type name here] Date

[Type job title here] [Type title here]