Bridging Architect Contract Form Final Draft 11_16_21 - REV 1.7.26.pdf

Standard Fixed-Fee Contract for Bridging Architect November 2021

STATE OF CONNECTICUT

THE UNIVERSITY OF CONNECTICUT

STANDARD FIXED-FEE CONTRACT FOR BRIDGING ARCHITECT

PROJECT NUMBER: [_______________]

This contract for professional services (the “Contract”) in connection with the project entitled [“_______________”] Project Number [__________] (the “Project”), entered into as of the date it is fully executed by the parties, is by and between the University of Connecticut (the “University”) and [___________________] having a mailing address of [____________________________] (the “Architect”).

The University and the Architect, in consideration of the mutual covenants, terms and conditions herein contained, do hereby agree as follows:

1. SCOPE OF PROFESSIONAL SERVICES; BRIDGING ROLE; AND CONTRACT DURATION

1.1 SERVICES. The Architect will provide professional services for the Project as described and required by this Contract including, without limitation, those services described on Schedules A and A-1 attached hereto and incorporated herein.

1.2 CONTRACT DURATION. Unless this Contract is sooner terminated in accordance with its terms, this Contract shall be in effect commencing on the date it is fully executed by the parties and shall remain in effect until the services required and properly authorized hereunder are completed to the University’s satisfaction.

1.3 BRIDGING ROLE. The University intends to use the Design-Build project delivery method for the Project. The Architect will serve as the bridging architect for the Project and the services to be provided by the Architect shall include, among other things, the preparation of the Bridging Documents (as defined in Section 6.2.2) to be utilized by the University in the procurement of a design-builder for the Project (as selected by the University, the “Design-Builder”).

2. ARCHITECT’S MAXIMUM TOTAL FEE; PAYMENTS; RECORDS

2.1 MAXIMUM TOTAL FEE. The Architect's maximum total fee (“Maximum Total Fee”) for the provision of all Basic Services (as defined in Section 6.1.2) in accordance with the terms and conditions of this Contract (each, hereafter, a “Phase”) is _________________________ and 00/100

Dollars ($_______________.00), subject to adjustments pursuant to the terms and conditions of this Contract. The Maximum Total Fee is allocated to each of the Phases as indicated below:

A. Pre-Design Study Phase (“PDS”): ____________________and 00/100 Dollars ($__________.00).

B. Enhanced Schematic Design Phase (“ESD”):________________________ and 00/100 Dollars ($_______.00).

C. Bidding/Proposal or Negotiation Phase: ______________________ and 00/100 Dollars ($_______.00).

D. Design-Build CD Review/Conformance to Design Intent: _________________ and 00/100 Dollars ($_______.00).

E. Construction Administration Phase: ______________________ and 00/100 Dollars ($_______.00).

F. Closeout Phase: ______________________ and 00/100 Dollars ($_______.00).

Further detail regarding the Architect’s compensation is set forth on the Architect’s Fee Summary/Tabulation attached hereto as Schedule D.

If a portion of the Maximum Total Fee is allocated to the Pre-Design Study Phase above, the only Phase for which the Architect is currently authorized by the University to perform services under this Contract is the Pre-Design Study Phase. If a portion of the Maximum Total Fee is not so allocated, the only Phase for which the Architect is currently authorized by the University to perform services under this Contract is the Enhanced Schematic Design Phase. In either case, the University may elect, in its sole discretion, to authorize the Architect to perform services for one or more other Phases by way of an Amendment to this Contract (as defined in Section 13.4). Such Amendment shall describe the scope of services for such additional Phase(s), the schedule for completion of such services, and, unless the compensation applicable to the additional Phase(s) is set forth above, the maximum compensation to be paid for such services. If the maximum compensation for such additional Phase(s) is not set forth above, the Amendment shall also reflect an increase in the Maximum Total Fee equal to the amount of the compensation to be paid to the Architect for the performance of the services for the additional Phase(s).

2.1.1 The Maximum Total Fee (as it may be adjusted in accordance with the terms of this Contract) is the maximum compensation to be paid to the Architect under this Contract and is inclusive of all costs and expenses incurred by the Architect in the performance of its obligations under this Contract.

No changes or adjustments will be made in the Maximum Total Fee except pursuant to an Amendment to this Contract.

2.1.2 The Maximum Total Fee will be increased by the amount payable to the Architect hereunder for Special Services and Additional Services as defined in and pursuant to the provisions of Sections 2.2 and 6.3. The Maximum Total Fee may also be subject to adjustment pursuant to Sections

2.1.3 through 2.1.5.

2.1.3 In addition, if at any time while this Contract is in effect the University should deliver written instructions to the Architect to reduce the scope of services to be performed under this Contract, the Contract will be amended to (i) reduce the scope of services, as requested, (ii) reduce the Maximum Total Fee by a fair and equitable amount, as determined by the University, and, (iii) as applicable, adjust the Phase Schedule (as defined in Section 3.1).

2.1.4 In all cases where the compensation to be paid to the Architect under this Contract is to be based on hourly rates, the hourly rates shall be those rates set forth on Schedule C (the “Hourly Rates”). The Hourly Rates represent all-inclusive prices per hour and include, but are not limited to, base salary, fringe and other benefits, insurance, taxes, miscellaneous personnel expenses, meals, travel, travel time, training, holidays, vacation, sickness, medical, lost time, general and corporate supervision and management expenses, overhead charges or expenses, legal costs, consumables, accounting costs and profit, all costs of living, per diem expenses, transportation, communication, including cellular communication, laptop computer for document management and written communication, and all mailings.

The Hourly Rates shall remain in effect for the duration of the Contract. The University will not pay or reimburse the Architect for any costs or expenses other than those that are included in the Hourly Rates.

If the University requests services that are to be performed by an individual for whom an Hourly Rate has not been established under this Contract, the parties shall establish, in writing, an all-inclusive hourly rate for such individual. Such hourly rate shall not exceed a reasonable rate as determined by the University, taking into consideration the skills and experience of such individual.

2.1.5 The University may order changes in the Basic Services or require the commencement of Special Services or Additional Services in advance of an Amendment to this Contract to reflect any agreed adjustment in the Maximum Total Fee and/or Phase Schedule, by issuance to the Architect of an Additional Services Notice to Proceed (hereinafter, referred to as “AS-NTP”).

2.1.5.1 If an AS-NTP provides for a proposed adjustment to the Architect’s Maximum Total Fee, the adjustment shall be based on one of the following methods:

1. Mutual acceptance of a lump sum increase in the Maximum Total Fee which increase shall be properly itemized by the Architect and supported by sufficient substantiating data to permit evaluation by the University;

2. Based on time spent at the Hourly Rates; or

3. As provided in Section 2.1.5.3.

2.1.5.2 Upon receipt of an AS-NTP, the Architect shall promptly proceed with the services described therein and, if the AS-NTP includes a proposed method for an adjustment of the Maximum Total Fee and/or a proposed adjustment in the Phase Schedule, promptly advise the University of the Architect’s agreement or disagreement with such method and/or adjustment. The Architect’s execution and return of a copy of the AS-NTP to the University shall evidence the Architect’s agreement to the proposed terms of the AS-NTP. Regardless of the Architect’s agreement or disagreement to the proposed terms of the AS-NTP, the Architect shall proceed promptly with the services reflected in the

AS-NTP.

2.1.5.3 If the AS-NTP does not propose a method for adjustment in the Maximum

Total Fee or, as applicable, the Phase Schedule, or the Architect disagrees with such proposal(s), the

Architect shall, within fifteen (15) days of receipt of the AS-NTP, submit an alternative proposal for such adjustment(s) to the University. The University and the Architect shall endeavor to promptly reach agreement on such adjustments and, upon reaching agreement, the parties shall enter into an Amendment to this Contract reflecting the terms of such agreement. The Architect shall not be entitled to invoice or be paid for the services encompassed by an AS-NTP until the parties have entered into such an Amendment to this Contract.

2.1.5.4 If the Architect does not respond promptly to an AS-NTP or the Architect and the University are unable to reach agreement on the method of adjustment in the Architect’s Maximum Total Fee, the adjustment shall be based on the Hourly Rates pursuant to Section 2.1.4.

Regardless of the method of adjustment in the Architect’s Maximum Total Fee employed, the Architect shall maintain and present to the University in such form as the University may prescribe, an itemized accounting together with such supporting information and documentation as the University may require to substantiate the services performed and the Architect’s entitlement to payment.

2.2 FEE ADJUSTMENT FOR ADDITIONAL SERVICES AND SPECIAL SERVICES:

2.2.1 Additional Services. “Additional Services” shall mean and include any services that are required to be performed by or on behalf of the Architect under this Contract beyond the scope of the Basic Services and which do not constitute Special Services. The fee adjustment for Additional Services performed under this Contract is addressed in Section 6.3.

2.2.2 Special Services. “Special Services” shall mean and include any special technical service required for the Project which is not usually furnished in architectural practice and which is not included in the Basic Services to be performed under this Contract, either expressed or implied, including, without limitation, the services of a licensed land surveyor, geotechnical engineer or test boring firm. If requested by the University or determined by the Architect to be necessary for the Project (in which case the Architect will promptly notify the University of such determination) and approved by the University, the Architect will engage the services of an appropriate and properly licensed consultant to perform Special Services. Except where the University and the Architect have agreed to some other method of compensation under Section 2.1.5 or otherwise, the University will reimburse the Architect for the actual cost incurred by the Architect for Special Services plus ten percent (10%) of such cost (or such other percentage deemed reasonable by the University) for the Architect’s overhead and profit.

2.2.3 Consultants. The Architect’s selection of the consultant to be retained by the Architect to perform Special Services must be submitted to and approved by the University. If, in the professional opinion of the Architect, any Special Service is required for the Project, the Architect will promptly notify the University and request the University’s written authorization to procure such services.

Such request will include the name and address of Architect’s recommended consultant. Subject to the Architect’s receipt of written authorization from the University to procure the Special Services and approval of the selected consultant to perform such services, the University will reimburse the Architect for the performance of the Special Services as provided in Section 2.2.2 above.

2.2.4 Special Field Investigation Services. As needed for the Project, and requested or otherwise approved by the University pursuant to Section 2.1.5, the Architect will provide the following special field investigation services which shall (unless included in Basic Services) constitute Special Services under this Contract:

2.2.4.1 Performance of a detailed inventory of the University’s existing furniture in the subject building.

2.2.4.2 Preparation of floor plans of portions of the subject building indicating the measured existing conditions.

2.2.4.3 Preparation of measured drawings to document the location and size of existing mechanical, electrical, or other systems within the subject building.

2.2.4.4 Performance of a detailed investigation of the condition of architectural, mechanical, electrical, and other building systems outside the scope of the current Project. The Architect will be required to integrate the Project into the existing building systems.

2.2.5 Self-Performance of Special Services. Performance of Special Services by the

Architect with its own forces (rather than through its consultant) shall be subject to the prior written approval of the University. Should the Architect wish to self-perform Special Services, the Architect will submit its request to do so to the University along with a written quotation of the cost for such services.

The quotation shall not include, nor will the Architect be entitled to be paid, any additional percentage for the Architect’s overhead and profit. The University will decide, in its sole discretion, whether to permit the Architect to self-perform the services, and will notify the Architect accordingly.

2.3 PAYMENTS.

2.3.1 Invoicing for Services. Invoices for services shall be submitted as provided below.

2.3.1.1 Invoices for Enhanced Schematic Design Services: Invoices for Enhanced Schematic Design services hereunder will either be on the basis of “Invoice with Deliverables” or “Invoice for Services Completed” (as described below) as elected by the University in its sole discretion, which election shall be set forth on Schedule A hereto.

2.3.1.1.1 Invoice with Deliverables: If the University elects to require the Architect to Invoice with Deliverables, invoices will be submitted upon submission of progress sets as required by Section 5.2 and upon submission of the materials required by Section 5.1.

2.3.1.1.2 Invoice for Services Completed: If the University elects to require the Architect to Invoice for Services Completed, monthly invoices will be submitted on the basis of the percentage of completion of services performed in the prior month as determined by the University.

2.3.1.2 Invoices for the Pre-Design Study Phase Services and the Bidding and

Negotiation Phase Services: Invoices for each of the Pre-Design Study Phase and the Bidding and Negotiation Phase services hereunder will be submitted upon completion of the respective services for such Phase.

2.3.1.3 Invoices for CA Services: Invoices for Construction Administration Phase services and Closeout Phase services (collectively, “CA Services”) will be submitted monthly. Such invoices will reflect equal monthly installments of that portion of the Maximum Total Fee applicable to CA Services (the “Maximum CA Fee”), which equal monthly installments shall be based on the

Maximum CA Fee divided by the number of months included in the duration of the Construction Phase under the contract for the construction of the Project entered into by the University with the Design- Builder (the “Design-Build Contract”). Such payments shall continue until monthly payments aggregate 90% of the Maximum CA Fee. Upon the Substantial Completion of the Project in accordance with the Design-Build Contract, 5% of the Maximum CA Fee may be invoiced. The remaining 5% of the Maximum CA Fee may be invoiced upon the last of the following to occur: (1) the completion of the Project closeout as required by the Design-Build Contract, (2) delivery to the University of the record drawings and archive specifications, and (3) receipt of written confirmation from the University that final completion of the Work under the Design-Build Contract has been achieved.

If, however, Section 2.1 provides for a separate allocation of the Maximum Total Fee to each of the Construction Administration Phase services and the Closeout Phase services, the Architect may invoice an amount equal to the unpaid balance of that portion of the Maximum Total Fee applicable to the Construction Administration Phase services upon the Substantial Completion of the Project in accordance with the Design-Build Contract. The Architect may invoice an amount equal to the unpaid balance of the Maximum Total Fee applicable to Closeout Phase services upon the last of the following to occur: (1) the completion of the Project closeout as required by the Design-Build Contract, (2) delivery to the University of the record drawings and archive specifications, and (3) receipt of written confirmation from the University that final completion of the Work under the Design-Build Contract has been achieved.

The CA Services will be such services as are described in Section 6.2.7 of this Contract, as such services may be modified and supplemented by the Amendment to this Contract which authorizes the performance of the CA Services. In the event the University determines that the Architect has not performed the CA Services as required by this Contract as amended by such Amendment to this Contract, the University may reduce the amount of the monthly installment payments for CA Services to an amount commensurate with the level of the Architect’s actual performance of CA Services. Thereafter, to the extent that the University determines that the Architect’s level of performance of CA Services has improved, the University will readjust the amount of monthly installment payments by an amount reflective of such improvement, as deemed appropriate by the University.

2.3.2 Form of Invoice and Supporting Documentation. All invoices shall be in the form attached hereto as Schedule B and will be accompanied by supporting information and documentation as the University may require (“Supporting Documentation”). No payments will be made unless: (1) all materials are submitted as required and in accordance with Article 5, and (2) invoices and Supporting Documentation have been reviewed and approved by the University. Supporting Documentation for invoices that include services to be compensated based on Hourly Rates under this Contract, shall include attachments reflecting actual hours worked, Hourly Rates applied, and any allowable additional direct costs permitted as agreed by the University on a case by case basis. The Architect will certify that each amount invoiced is both accurate and commensurate with the services performed for the University under this Contract.

2.3.3 Consultant Invoices. The Architect will examine the invoices of its consultants to confirm that all claimed fees and expenses are permissible for reimbursement under this Contract. The Architect will not include any ineligible amounts in its invoices to the University.

2.3.4 Payment. The University shall make payment of amounts due and payable to the Architect in connection with an invoice submitted in accordance with this Contract within thirty (30) days after the University’s receipt and approval of such invoice and Supporting Documentation. The Architect will make payment of amounts due to its consultants and subcontractors within fifteen (15) days after the Architect receives payment from the University which encompasses the services performed by such consultants and subcontractors.

2.4 RECORDS.

2.4.1 Hourly Rate Services. Records of services compensated on the basis of Hourly

Rates will be kept on the basis of generally accepted accounting principles.

2.4.2 Examination and Copying of Records. Records will be available to the University's authorized representative at mutually convenient times. Within thirty (30) days after receipt of a written request from the University for copies of records, reports and/or other information or documentation related to the Project, the Architect will provide the same to the University. The Architect will permit the University or its duly authorized representative to examine and copy books and records of the Architect relative to charges for services, alleged breaches of contract, settlement of claims, or any other matter involving the Architect's demand for compensation from the University. The Architect will also permit such examination and copying of its records as the University may deem necessary, in order to confirm the Architect’s compliance with all laws and regulations pertaining to the Contract, such as, but not limited to, those related to labor and employment, affirmative action and equal employment opportunity.

2.4.3 Retention Period. The Architect shall keep all records relating to this Contract until the expiration of seven (7) years after final payment of the Architect hereunder unless any ongoing disputes remain unresolved at the end of such seven (7) year period, in which case, such records shall be retained until six (6) months after settlement of such disputes has been reached and formalized.

2.4.4 Consultant Records. The Architect shall include in its agreements with consultants and subcontractors for the performance of any services in connection with this Contract a requirement that such consultants and subcontractors provide the University with the same audit rights as regards the consultant’s and subcontractor’s data, records and files that are related to the Project and comply with the record retention requirements as are set forth in Section 2.4.3.

2.4.5 Survival. The obligations under this Section 2.4 shall survive the expiration or earlier termination of this Contract.

3. SCHEDULE

3.1 PHASE SCHEDULE. The Architect will provide any and all services, documents and materials as required by this Contract for the following phase(s) (each, a “Design Phase”) within the time periods specified below (the “Phase Schedule”), as such time periods may be adjusted in accordance with this Contract:

A. Pre-Design Study Phase: [____ (__)] days after the Architect’s receipt of a fully executed copy of this Contract.

B. Enhanced Schematic Design Phase: [_______ (__)] days after the Architect’s receipt of a written notice to proceed with services for this Phase unless there are no Pre-Design Study Phase services included under this Contract, in which case, upon the Architect’s receipt of a fully executed copy of this Contract.

3.2 TIME IS OF THE ESSENCE. The Architect acknowledges that time is of the essence for completion of the services required under this Contract. Time limits established in the Phase Schedule and in the Design Schedule attached hereto as Schedule F (the “Design Schedule”) will not be exceeded by the Architect, except for reasonable cause.

3.2.1 Day. The term “day” as used in this Contract shall mean calendar day unless otherwise specifically defined.

4. CONSTRUCTION BUDGET AND CONSTRUCTION COST

4.1 CONSTRUCTION BUDGET: The Architect's design for the Project will be based on a total Construction Budget of ____________and 00/100 Dollars ($__________.00). This amount is not to be exceeded except by prior and express written permission from the Director.

4.1.1 Definition. The term “Construction Budget” shall mean and refer to the University’s budget for the Construction Cost (as defined below). The Construction Budget may be changed by the University and the University shall provide written notice of such change to the Architect.

Unless the Architect notifies the University in writing within ten (10) days after receipt of such notice of the Architect’s inability to design the Project in accordance with this Contract within the adjusted Construction Budget, the Architect will be deemed to have accepted such adjusted Construction Budget.

4.2 CONSTRUCTION COST. The term “Construction Cost” shall mean and refer to the total cost to the University, as determined and approved by the University, for the construction of all elements of the Project. Construction Cost does not include costs for the furnishing of equipment other than that which is usually built in as a component part of the building or improvement, the compensation of the Architect or the Architect's consultants, compensation for design services to be provided by the Design-Builder, or the costs of the land, rights-of-way, or financing.

4.3 RESPONSIBILITY FOR CONSTRUCTION COST. Evaluation of the University’s Construction Budget and the preparation of estimates of Construction Cost represent the Architect’s and the Architect’s independent estimating consultant’s exercise of judgment as professionals familiar with the construction industry. Neither the Architect nor the University has control over the cost of labor, materials or equipment, over the Design-Builder’s methods of determining bid/proposal prices, or over competitive bidding, market or negotiating conditions.

4.3.1 Change in Scope. If the University changes the scope of the Project, the Architect will inform the University immediately of any associated impact on the Construction Cost anticipated by the Architect.

5. REQUIRED DELIVERABLES

5.1 FORM AND NUMBER OF DELIVERABLES. The Architect will submit materials for review and approval by the University for each Design Phase as follows:

A. Pre-Design Study Phase: Three (3) bound reports, photographs of the models and the models themselves, one (1) reproducible report and a digital (pdf) version of the report;

B. Enhanced Schematic Design Phase:

Bridging Documents to be provided as follows:

(i) two (2) Flash Drives with plans and specifications, two (2) sets of half-size drawings; two (2) sets of specifications; and three (3) sets of detailed cost estimates; and

(ii) all data collection or calculation spreadsheets in an unsecured, modifiable format acceptable to the University.

5.2 PROGRESS SETS. "Progress Set" submittals are required at 50% and 100% Bridging

Documents. One reproducible set of full size drawings and one set of specifications for each “Progress Set” will be provided by the Architect to the Department.

5.3 USE OF DELIVERABLES. The Architect will provide all deliverables to the University as provided in Section 5.1 for use by the University as part of Basic Services and at no additional cost to the University.

5.4 ELECTRONIC MEDIA. The Architect will develop drawings for this Project using computer aided drafting software fully compatible with AutoCAD's most recent version or such other version as approved by the Department. Subsequent to the University’s approval of the end-of-phase deliverables required under Section 6.2.5, the Architect will, at a time specified by the University, submit such documents in a digital format satisfactory to the University. All AutoCAD documentation related to a Project will be of a single media type. The Architect shall perform its obligations under this Section 5.4 as part of Basic Services at no additional cost to the University.

5.5 INSTRUMENTS OF SERVICE. All representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect under or in connection with this Contract (and the Architect’s consultants under their respective professional services agreements with the Architect) including, without limitation, all plans, drawings, specifications, models, reports, renderings, and other materials and work product prepared or furnished by the Architect or on its behalf, including such materials and work product as are produced by the Architect’s consultants, pursuant to this Contract shall constitute "Instruments of Service". The University will retain all common law, statutory and other reserved rights, including copyrights in and to all Instruments of Service. The Architect hereby agrees, represents, and warrants that all Instruments of Service are “works made for hire.” All ownership of any copyright, and all other rights, in and to all Instruments of Service will vest immediately in, and belong exclusively to, the University, no rights therein being reserved to the Architect. To address the possibility that any or all of such Instruments of Service might be deemed not to constitute “works made for hire,” the Architect hereby unconditionally and irrevocably assigns, sells, transfers and sets over to the University the entire copyright, right, title and interest in and to all Instruments of Service and all other rights which Architect has or may acquire with respect thereto, including the right to sue for damages and other relief for any past, present, or future acts of infringements of said copyright, and the right to publish, adapt, translate, revise, and reproduce the Instruments of Service. The Architect will secure appropriate written contracts with each of its consultants and subcontractors performing services for the Project, all of which will include provisions consistent with the requirements of, and the rights of the University under, this Section 5.5. In addition to the foregoing, the

University shall have the right to authorize the Design-Builder and its design professionals, consultants, contractors, and material and equipment suppliers, as well as the University’s consultants and separate contractors, to use and reproduce applicable portions of the Instruments of Service in the performance of services for and in the construction of the Project, including the further development of the Instruments of Service to complete the Design-Build Documents (as defined in the Design-Build Contract).

6. ARCHITECT'S SERVICES

6.1 GENERAL.

6.1.1 Standard of Care. Architect and all consultants performing any part of the Architect’s services hereunder shall perform such services in a manner (i) consistent with the terms, conditions and requirements of this Contract; (ii) consistent with sound professional practices; (iii) in accordance with the "prevailing applicable professional or industry standards"; and (iv) as expeditiously as is consistent with such professional skill and care, the orderly progress of the Project, and the terms, conditions and requirements of this Contract. For the purposes of this Contract, the performance of services in accordance with the "prevailing applicable professional or industry standards" shall mean the performance of such services by a person or persons (i) having the degree of knowledge, skill, and judgment ordinarily possessed by members of the same profession, and (ii) with the faithfulness, diligence and in the manner as would be undertaken by a reasonable prudent member of such profession under the same or similar circumstances in the same or similar location (hereafter, the “Architect’s Standard of Care”). The Architect, covenants and agrees that all documents, material and information supplied under this Contract by or on behalf of the Architect or its consultants will be prepared in accordance with the Architect’s Standard of Care.

6.1.2 Basic Services. Except as may otherwise be expressly provided in Schedule A or Schedule D to this Contract, and except for those services that are expressly identified herein or in such Schedules as Additional Services or Special Services, Basic Services shall mean and include all of the services to be performed under this Contract and all professional services usually and customarily performed in conjunction with the services to be performed under this Contract, whether performed by the Architect or by consultants hired by the Architect.

6.1.3 Project Design. The Architect will design the Project in accordance with the University’s approved program and Construction Budget and in compliance with the University Design Standards (as defined in Section 6.1.14), Connecticut Building and Fire Safety Codes, all applicable laws, statutes, regulations and ordinances and as may otherwise be required under this Contract.

6.1.4 Key Personnel. The names and positions of key personnel of both the Architect and its consultants to be assigned to the Project were provided in writing to and approved by the University prior to the execution of this Contract (such key personnel of the Architect and its consultants collectively, the “Design Team”). Any change in such key personnel is subject to the University's prior approval, which will not be unreasonably withheld. The University may, at any time, require the replacement of any individual deemed by the University to be unsuitable for the Project.

6.1.5 Consultants. The names and addresses of the consultants to be engaged by the Architect to perform services for the Project were provided in writing to and approved by the University prior to the execution of this Contract. The use of any additional or substituted consultants on the Project must be approved in advance by the University. If requested by the University, copies of all contracts with consultants will be supplied to the University within five (5) days after their execution. The Architect shall be solely responsible for all of its consultants and all lower tier consultants performing any part of the services under this Contract. By appropriate written agreement, the Architect shall require each of its consultants, to the extent of the Architect’s services to be performed by such consultant, to be bound to the Architect by terms of this Contract, and to assume toward the Architect all the obligations and responsibilities, which the Architect, by this Contract, assumes toward the University. Each consulting agreement shall preserve and protect the rights of the University under this Contract with respect to the services to be performed by the consultant so that subcontracting thereof will not prejudice such rights, and shall allow to the consultant, unless specifically provided otherwise in the consulting agreement, the benefit of all rights, remedies and redress against the Architect that the Architect, by this Contract, has against the University. Where appropriate, the Architect shall require each consultant to enter into similar agreements with subconsultants.

6.1.6 Not Used.

6.1.7 Coordination of Services. The Architect will: (1) coordinate the services of all design consultants engaged by the Architect, (2) review and check all drawings and specifications prepared by such design consultants, (3) modify the Architect’s work to incorporate the design consultants’ work, as appropriate, and (4) arrange for the modification of the design consultants’ work for consistency with the Architect’s work, as appropriate.

6.1.8 Architect’s/Consultant’s Documents. The Bridging Documents will be complete, coordinated and in full and strict compliance with all applicable laws, Connecticut Building and Fire Safety Codes, statutes, regulations and ordinances (excluding zoning ordinances) in effect at the time the final Bridging Documents are delivered to the University. If at any time, defects, deficiencies, errors, omissions, lack of coordination or non-compliance with the requirements of this Contract are discovered in connection with the Bridging Documents or information prepared or provided by the Architect in connection therewith, the Architect shall, immediately upon awareness of the same, take all necessary steps to correct any such defects, deficiencies, errors, omissions, lack of coordination or non-compliance and issue any necessary revisions to the Bridging Documents to reflect such correction at no additional cost to the University. The Architect will be responsible for costs and damages incurred by the University or the Design-Builder (including, but not limited to, any damages and costs of delays to the Project and increased construction costs) which arise or result from a deviation from the Architect’s Standard of Care or noncompliance with the University Design Standards in the performance of services hereunder. The Architect represents that the design of the Project as represented in the Bridging Documents will not infringe upon any patent, trademark, or copyright, and the Architect hereby agrees to indemnify, defend, and hold the University harmless from and against any loss, costs and liabilities arising from such infringement or claims thereof.

6.1.9 Laws, Codes, and Regulations. The Architect will: (1) identify and research all laws, Connecticut Building and Fire Safety Codes, statutes, regulations and ordinances, excluding zoning ordinance review, applicable to the Project, (2) design the Project to be in compliance therewith, and (3) ensure, represent, covenant and warrant that the design reflected in the Bridging Documents and the Bridging Documents themselves will be in compliance therewith. With the University’s approval, and at times appropriate to the Project phase, the Architect, and its consultants, as applicable, will review the Project with any board, committee, commission, agency or persons having authority or jurisdiction with regard to any aspect of the Project. The Architect will prepare necessary written and graphic explanatory materials, and appear on the University’s behalf at agency, board, committee, commission and public meetings incidental to the Architect’s services under this Contract. The Architect will assist the University in reviewing the Project with Building Officials, Fire Marshals and any other State or municipal agency or department representatives having jurisdiction over the Project. All visits by the Architect with municipal or state officials or representatives will be made with a representative of the University. If required for the Project and authorized by the University, the Architect will prepare necessary code modification requests.

6.1.10 ADA Compliance. The Americans with Disabilities Act (ADA) provides, among other things, that alterations to a facility must be made in such a manner that, to the maximum extent feasible, the altered portions of the facility are readily accessible to and by individuals with disabilities.

The Architect will ensure that the applicable requirements of the Americans with Disabilities Act (ADA), applicable requirements for accessibility per the Connecticut State Building Code and the University Design Standards applicable to accessibility will be strictly applied and adhered to for the Project.

6.1.11 Department Furnished Information. The Architect will identify existing information and documents required from the University for the Project. To the extent furnished by the University, the Architect will assemble, review, and coordinate such information and documents.

6.1.12 Design Schedule. The Architect will perform its services in accordance with the Design Schedule.

6.1.12.1 Monitoring/Modification of Design Schedule. The Architect will continuously monitor the Design Schedule and will notify the Department of actions required to maintain the schedule. The Architect will update the Design Schedule at each Project meeting. Milestones may be modified only with the prior approval of the University.

6.1.13 Meetings. The Architect will prepare minutes of all meetings attended by the

Architect until such time as the Bridging Documents are approved by the University and, if services for the Bidding/Negotiation Phase are authorized hereunder, until the end of the Bidding/Negotiation Phase. .

Such minutes shall note in sufficient detail topics discussed, information presented and reviewed, and comments, observations and decisions made by meeting participants. The minutes will note specific "ACTION" items and identify the individuals responsible to perform such items, tasks to be undertaken and the date anticipated for completion thereof. The minutes will be distributed within one week after the meeting.

6.1.14 University Design Standards. The University has established standard design guidelines and standards which are referred to as the University of Connecticut Design Guidelines and Performance Standards for University projects and, for projects on the UConn Health campus in Farmington, such design guidelines and standards as provided by UConn Health (in either case hereafter referred to as “University Design Standards”) which were made available to the Architect electronically prior to the execution of this Contract. The Project must be designed in accordance with the University Design Standards unless otherwise determined by the University (or UConn Health, as applicable) during the course of the design of the Project.

6.1.14.1 Other Project Requirements. The Architect will consult with the University to ascertain the requirements for the Project and consult with proper State authorities as to governmental requirements applicable to the Project. The Architect will become informed as to specific institutional conditions that might affect its contemplated work or the hours or season of its execution, including, but not limited to, use of adjacent areas, interruptions of institutional routine, and conditions requiring safeguards and precautionary measures.

6.1.15 Sustainable Design/LEED. Upon completion of the Bridging Documents for the

Project, the Architect will submit documentation and proof to the University, in a format approved by the University, (1) that the design complies with the Connecticut General Statutes Section 16a-38k(b) for High Performance Buildings and is consistent with any Leadership in Energy and Environmental Design’s (LEED) rating system/certification level, or other sustainable design requirements which may be set forth hereafter or in Schedule A, and (2) that the design is in compliance with the sustainable design policies as are provided by the University. The Architect shall, upon the request of the University, provide cost estimates for sustainability options for the Project including, without limitation, estimates of cost to achieve different LEED certification levels.

6.1.16 Not Used.

6.1.17 Life Cycle Cost Analysis. To the extent requested by the University, the Architect will provide a life cycle cost analysis during the Enhanced Schematic Design Phase. This analysis will be performed at the level of detail required by the University and included with the 100% Enhanced Schematic Design submission.

6.1.18 Construction Cost Estimating. Basic Services include the Architect’s preparation of estimates of Construction Cost for the Enhanced Schematic Design Phase (, a “Construction Cost Estimate”). If the Construction Cost Estimate prepared by the Architect (after reconciliation with the University’s independently developed estimate, if available) exceeds the Construction Budget, the Architect will make appropriate recommendations to the University for adjustments to the Project’s scope, quality or budget to meet the University’s budgetary requirements. Upon receipt of such recommendations, the University will have the right to instruct the Architect to modify the Bridging Documents as necessary to comply with the University’s budgetary and program requirements. If, in the alternative, the Construction Cost Estimate is less than the Construction Budget by greater than 10%, the University may instruct the Architect to modify the Bridging Documents to introduce new Project elements or reintroduce Project elements that had been eliminated based on the Architect’s previous recommendations and previous Construction Cost Estimates. In either case, all such modifications and any modifications to the Bridging Documents made pursuant to Section 6.2.6.8 shall constitute Basic Services under this Contract.

6.1.19 Specifications. All specifications (including, without limitation, outline specifications) prepared by the Architect under this Contract shall be prepared in accordance with the CSI (Construction Specifications Institute) manual of practice and Sections 10a – 109a to 10a –109y inclusive of the Connecticut General Statutes, as revised, as applicable.

6.1.20 University Review and Approval. Neither the University’s review, approval or examination of any design, design documents or related documentation submitted by the Architect to the University at any phase or stage, nor the University’s rendering of any decision in connection therewith, shall relieve the Architect from the Architect’s responsibility to design the Project in accordance with the University’s approved program and Construction Budget and in compliance with the University Design Standards, Connecticut Building and Fire Safety Codes, all applicable laws, statutes, regulations and ordinances, and as otherwise required by this Contract.

6.1.21 Authorization to Proceed with Services. The Architect shall not proceed with services for any Phase except with the authorization of the University to so proceed in the case of such phase. Such authorization will be in the form of the delivery to the Architect of a fully executed copy of this Contract as regards the first Design Phase for which the Architect is to provide services hereunder and a written notice to proceed as regards any other Design Phase thereafter.

6.1.22 University’s Right to Perform. If the Architect does not proceed with the services when and as authorized hereunder in accordance with the terms and conditions of this Contract, the University may, in its sole discretion, have such services performed by others and deduct from payments then or thereafter due the Architect the amount by which the University’s costs for such services exceed that which would have been paid to the Architect therefore under this Contract. In addition, the Architect shall be responsible for such other costs, damages, delays, and associated impacts arising from the University’s exercise of its rights under this Section 6.1.22. If payments then or thereafter due the Architect are not sufficient to cover amounts payable to the University under this Section 6.1.22, the Architect shall pay the difference to the University.

6.2 SCOPE OF BASIC SERVICES

6.2.1 Pre-Design Study Phase. The purpose of this phase is to define and reconcile the

University’s functional, architectural and budgetary requirements. The Architect will develop a program document for the Project as described in and including the elements set forth in Section 6.2.1.2 (the “Program Document”). During this phase, the Architect will make sufficiently accurate systems-based cost estimates which shall include the level of detail required under Section 6.2.2.12 to determine the feasibility of constructing the Project within the Construction Budget. The Architect will submit the systems-based cost estimates, the Program Document, the conceptual design drawings and, if requested by the University, diagrammatical massing models (collectively, the “Pre-Design Study”) to the University for its review and approval.

6.2.1.1 Existing Facilities Assessment and Investigation. The Architect will verify existing configuration of spaces; field measurements of critical dimensions; types and conditions of architectural, mechanical, electrical and other systems; and assessments of existing sizes and capacities of systems and equipment, based on visual inspection of the Project area and information provided by the University (the “Existing Facilities Assessment and Investigation Services”). If there are no Pre-Design Study Phase services required under this Contract the Existing Facilities Assessment and Investigation Services will be performed as part of the Enhanced Schematic Design Phase services.

6.2.1.2 The Architect will: (1) identify and confirm the University’s Project goals and objectives, provide a site analysis indicating key campus building relationships, vehicular and pedestrian access points, parking requirements, and solar and wind conditions, (2) provide a detailed analysis and description of program space confirming the size and total gross area required, furniture/equipment requirements, and program adjacency relationships, (3) identify specific program technical requirements including, but not limited to, acoustical, artificial/natural lighting, structural, mechanical, electrical, and protective finishes, and (4) identify applicable University standards and applicable zoning and building code requirements. The Architect shall document and compile all of the foregoing to create the Program Document for the Project.

6.2.1.2.1 The Program Document will form the basis and guide of the Project design for the duration of the Project. The Architect will develop the conceptual designs, which, if required by the University, will include the basic massing strategy, based on the Program Document, through the development of drawings and, as applicable, diagrammatical massing models.

6.2.1.3 The Architect will: (1) record, evaluate, and respond to the University’s comments based on the University’s reviews of the Program Document, and (2) identify changes, which will be incorporated into the final submission of the Enhanced Schematic Design Phase deliverable.

6.2.2 Enhanced Schematic Design Phase. During this phase, the Architect will perform the services and produce the bridging documents as described in and in accordance with the terms, conditions and requirements of this Contract (including, without limitation, Schedules A and A-1 hereto) (the “Bridging Documents”). The Bridging Documents shall provide all information required to enable the University to procure the Design-Builder for the Project and for the Design-Builder to develop appropriate Design-Build Documents for the Project. While preparing the Bridging Documents, the Architect will investigate any factors that may conflict with the use of the Project site as proposed, including, but not limited to, neighboring building lines, zoning regulations, sanitary codes, health and fire laws and local ordinances.