ESBD_498572_1774012730338_5.1 Draft TWU Master - Professional Services Agreement 2023 - NEW A&E.pdf

Master Professional Services Agreement Project Name Design Team 6430 – Project Code Date

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PROFESSIONAL SERVICES AGREEMENT

BETWEEN

TEXAS WOMAN’S UNIVERSITY

AND

NAME OF DESIGN FIRM

This Agreement made effective as of Month Day, Year, by and between Texas Woman’s University, Denton, Texas, hereinafter called ”Owner”, and Design Firm, located at Address, hereinafter called “Architect/Engineer”, duly licensed by the laws of the State of Texas, hereby agree as follows:

ARTICLE 1

THE PROJECT

1.1 PROJECT DESCRIPTION

The Owner does hereby engage the Architect/Engineer and the Architect/Engineer does hereby agree to perform for and furnish to the Owner under the terms and conditions of this Agreement all services, studies, investigations, and labor incident to the architectural and engineering design, preparation of construction contract documents, and administration of construction of the building, facility, or improvement identified below and hereinafter referred to as the “Project”:

TEXAS WOMAN’S UNIVERSITY

NAME OF PROJECT

BUILDING NAME

ADDRESS

TWU PROJECT NO. PROJECT #

RFQ#

1.2 PROJECT BUDGET

1.2.1 The Project Budget is determined by the Owner and includes all costs for design, construction, and related management costs of the Project and shall not exceed $########## except as otherwise provided herein.

1.2.2 The Construction Cost Limitation for the Project is $##########, extended to the forecast point in time of competitive bidding, herein identified as Quarter Year.

Jamie Cogdell Draft

Master Construction Services Agreement

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OR

The Construction Cost Limitation for the Project is $##########, which includes $########## for building construction and $########## for furniture, fixtures, equipment, and technology infrastructure for the Project, extended to the forecast point in time of competitive bidding, herein identified as Quarter Year.

ARTICLE 2

DEFINITIONS

2.1 “Agreement” shall include this document and all attachments hereto.

2.2 “Appropriate Authorities and Granting Agencies” shall mean any private, local, municipal, county, state, regional, or federal authority agency which may be involved in the Project. It is intended to include the authorities and agencies which require information, drawings, and specifications, etc., concerning the Project.

2.3 “Architect/Engineer” is (DESIGN FIRM NAME).

2.4 “Architect/Engineer’s Consultants” consultants for each professional element of design of the Project, including without limitation civil engineers, architects, structural engineers, mechanical engineers, electrical engineers, and landscape architects licensed as such by the State of Texas which are proposed by Architect/Engineer and approved by Owner.

2.5 “Architect/Engineer’s Services” consist of all services described in Article 3 below and thereafter in this

Agreement.

2.6 “Base Fee” is the amount expected to be paid by Owner for the Architect/Engineer’s Services as outlined in the Agreement and the Reimbursable Expenses.

2.7 “Conceptual Design” is the conceptual design of the Project as more thoroughly defined in Section 3.5.

2.8 “Construction Contract” is the contract between the Owner and Construction Contractor for the construction of the Project.

2.9 “Construction Contract Documents” shall mean and include the Owner-Construction Contractor

Agreement and all documents specified in the Agreement as part of the Construction Contract including drawings, specifications, general conditions, supplementary general conditions, special conditions, and all addenda thereto.

2.10 “Construction Contract Documents Phase” is the phase of the Project during which the Construction

Contract Documents are created and approved.

2.11 “Construction Contract Documents Phase Services” are the services provided by the Architect/Engineer during the Construction Contracts Documents Phase of the Project as more thoroughly defined in Section 3.8.

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2.12 “Construction Contractor” is the contractor or firm selected for the construction of the Project.

2.13 “Construction Contractor Guarantee Period” is the guarantee period specified in the Construction

Contract (and is typically one year).

2.14 “Construction Cost” will be determined following the Programming Phase or Design Phase and is more thoroughly defined in Article 6 Construction Cost.

2.15 “Construction Cost Limitation” shall mean the actual amount applied toward the construction of the

Project including the cost of building construction as well as all costs for furniture, fixtures, equipment and technology infrastructure, excluding all contingencies, fees, and administrative costs. This limitation may not be exceeded during design without written approval of the Owner.

2.16 “Construction Documents” shall mean and include drawings, specifications, general conditions, supplementary general conditions, special conditions, information for bidders, bid proposal, addenda, and the Owner-Construction Contractor Agreement for all aspects of designed function and construction.

2.17 “Construction Phase” is the phase of the Project during which the Project is being constructed.

2.18 “Contract Administration Phase Services” are the services provided by the Architect/Engineer in administrating the Construction Contract for the Project as more thoroughly defined in Section 3.10.

2.19 “Design Development Package” is the set of deliverable documents that result from the Design

Development Phase as described in Section 3.7.

2.20 “Design Development Phase” is the phase of the Project during which the design of the Project is developed and approved.

2.21 “Design Development Phase Services” are the services provided by the Architect/Engineer during the

Design Development Phase of the Project as more thoroughly defined in Section 3.7.

2.22 “Direct Personnel” shall include Architect/Engineer’s employees engaged on the Project, including architects, engineers, landscape architects, designers, job captains, draftsmen, technicians, specifications writers, and typists whether engaged in consultation, research, design, and production of drawings, specifications, and other documents relating to the Project, job site inspection or other services.

2.23 “Extra Services” are services that may be performed as part of the Project that are not part of the Base

Fee.

2.24 “Extra Services Fee” is the fee that may be charged by Architect/Engineer for Extra Services performed when authorized in advance by the Owner in writing in accordance with Article 4.

2.25 “Force Majeure Event” shall include conditions beyond the control of the parties, including without limitation but by way of example: an act of God, acts of terrorism, law or order of any government enacted after the date this Agreement is fully executed, war, acts of war (whether war is declared or not), labor strike or lock-out, civil commotion, epidemic, pandemic, significant failure or default of public utilities or

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2.26 “Major Categories of Work” are described as applicable categories of construction work required for completion of construction of the entire Project, which may include but not be limited to the following:

demolition, general construction, heating, ventilating, air conditioning, plumbing and electrical, and site utilities.

2.27 “Owner” is Texas Woman’s University.

2.28 “Owner’s Design Review” shall mean and refer to the Owner's review at each of the phases of design progress and the periods of which shall be included in the design portion of the Project Schedule. Drawings and specifications developed to that point in design progress and the estimated construction cost shall be furnished to the Owner as required.

2.29 “Owner’s Representative(s)” is a representative or representatives designed and authorized by Owner to act on its behalf with the Architect/Engineer relative to the programming, design and construction of the Project. Includes the TWU Project Manager and any Program Manager that has been designated by Owner.

2.30 “Principal” or “Principals” are the lead architect(s) in the Architect/Engineer’s firm as described in

Section 3.2.4 and as named in Section 7.4.1.

2.31 “Program Consultants” includes all parties participating in the Programming Phase of the Project including without limitation the TWU Project Manager, employees and agents of Owner, the Program Management Firm representatives and the Program Manager, as well as the Principal, the Project Manager and the Project Architect.

2.32 “Program Document” is the final document which includes a detailed Scope of Work, Project Budget and

Project Schedule for the total Project as more thoroughly described in Sections 3.4 and 3.5.

2.33 “Program Document Meeting” is the meeting in which the Program Document is presented and discussed as more thoroughly described in Sections 3.4 and 3.5.

2.34 “Program Management Firm” is a separate consultant which may be engaged under a direct contract with the Owner to provide services related to this Project including coordination of design, proposal, construction, and commissioning.

2.35 “Program Manager” is an employee of the Program Management Firm serving as the Owner’s on-site representative at any TWU Campus to assure coordination of all activity of on-site construction, design, movement management, coordination with other entities, etc.

2.36 “Programming Phase” is the phase of the Project during which the comprehensive facilities program is discussed and determined as more thoroughly defined in Section 3.4 .

2.37 “Project Architect” is the architect employed by the Architect/Engineer’s firm responsible for the design documentation, architectural documentation, coordination and integration of the consultants’

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2.38 “Project Budget” shall mean the Owner's estimate of the total Project cost from inception to turn-over to the ultimate user, which is summarized in Section 1.2 of this Agreement.

2.39 “Project Contact Sheet” is the compilation of contact information for relevant parties to this Agreement and to the Project as described in Section 3.2.4.

2.40 “Project Manager” is an employee of the Architect/Engineer’s firm that is the primary Architect/Engineer contact for Project related matters between Architect/Engineer and Owner.

2.41 “Project Manual” includes the written documents prepared for, or made available for, procuring and constructing the Work and completing the Project, including but not limited to the bidding documents or other construction procurement documents, geotechnical and existing conditions information, the Agreement, bond forms, general conditions, supplementary conditions, and Project specifications. The contents of the Project Manual may be bound in one or more volumes and is more thoroughly described in this Agreement.

2.42 “Project Schedule” is the full Project schedule created in the Programming Phase and continued throughout design and which includes without limitation but by way of example: Project milestones and expected start and completion dates for all Project phases.

2.43 “Proposal Phase” is the phase of the Project during which a Construction Contract is sought and awarded.

2.44 “Proposal Phase Services” are the services provided by the Architect/Engineer during the Proposal Phase of the Project as more thoroughly defined in Section 3.9.

2.45 “Purchase Order” is a document issued by Owner that confirms Owner’s order for materials and/or services.

2.46 “Reimbursable Expenses” are expenses incurred by Architect/Engineer which may be reimbursed by

Owner only when approved and agreed to by the Owner in advance of incurrence of the expense, and which are subject to the requirements of Section 7.6.

2.47 “Schematic Design Phase” is the phase of the Project during which the schematic designs of the Project are created and approved.

2.48 “Schematic Design Phase Services” are the services provided by the Architect/Engineer during the

Schematic Design Phase of the Project as more thoroughly defined in Section 3.6.

2.49 “Schedule of Values” is the model that establishes a cost ratio for each major building category and system, and which is the basis for all future Statements of Probable Construction Cost.

2.50 “Scope of Work” is the description of the work to be performed on the Project and contains items such as milestones, reports, deliverables, and end products that are expected to be provided by the performing party and is included in the Program Document.

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2.51 “Statement of Extra Services Rendered” is the Architect/Engineer’s statement documenting Extra Services performed in accordance with the requirements of this Agreement which is provided to Owner with such detail as is reasonably necessary for Owner to ascertain whether or not such Extra Services were performed according to this Agreement.

2.52 “Statement of Probable Construction Cost” shall mean the Architect/Engineer prepared and dated estimate, including all categories of construction work, of the entire cost of construction which is submitted to the Owner at the completion of each of the phases of design and for which the Owner's approval must be obtained in writing before proceeding to the next succeeding phase of service.

2.53 “TWU Project Manager” is an employee of the Owner that is the primary Owner contact for Project related matters between Architect/Engineer and Owner.

2.54 “Work” is the total construction services performed as well as everything furnished or installed by the

Construction Contractor toward completion of the construction of the Project.

ARTICLE 3

ARCHITECT/ENGINEER’S SERVICES

The Architect/Engineer's Services shall consist of all services described in this Article 3 and hereinafter in this

3.1 Architect/Engineer’s Services shall be performed and shall consist of the programming coordination, schematic, design development, and Construction Contract Document Phases, the proposal stage, and the construction stage services as hereinafter described. A written "Notice to Proceed" will be issued by the Owner or an Owner’s Representative before proceeding to the next succeeding level (phase) of design. The work, design, related data, and services required in accordance with these provisions shall be accomplished within the basic Construction Cost Limitation stated above and Project Scope of Work stated in Attachment B. The parties understand that Attachment B describes the Architect/Engineer’s Services only and that no provisions, terms or conditions contained in any documents supplied by Architect/Engineer or any other party in Attachment B will override any provision of this Agreement or bind Owner beyond its obligations and responsibilities as listed in Articles 1 through Articles 19 of this Agreement.

3.2 INITIAL SERVICES

3.2.1 All professional services herein specified are to be performed in a professional manner consistent with industry standards, and the Architect/Engineer shall take normal professional precautions for the proper and safe performance thereof. Architect/Engineer assumes all professional liability for this work.

3.2.2 The Architect/Engineer shall consult, to the extent necessary or reasonably required by the Owner and Owner’s Representative(s) relative to the programming, design and construction of the Project.

3.2.3 The Architect/Engineer shall fully review the professional consultative pre-project documents or studies provided by the Owner and shall cooperate with other professionals or consultants employed by the Owner for this Project or for the design of other work related to the Project.

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3.2.4 The Architect/Engineer shall designate in writing a Principal, and in most cases a separate Project Manager who shall, so long as his performance continues to be acceptable to the Owner, remain in charge of the Architect/Engineer’s Services for the Project from onset of programming through completion of construction and acceptance by Owner. The Project Manager shall designate a Project Architect responsible for architectural documentation, coordination and integration of any additional Architect/Engineer’s Consultants’ documentation. Upon approval of the Architect/Engineer’s Consultants, a representative of the Architect/Engineer’s Consultants shall be designated as point of contact responsible for their respective services. The Project Manager shall provide the Owner a Project Contact Sheet with all individuals described herein identified.

3.2.5 The Architect/Engineer shall contract for or employ, at his expense, the Architect/Engineer’s

Consultants, subject to Owner’s approval, but the Architect/Engineer will be responsible to Owner for the work of the Architect/Engineer’s Consultants. Nothing in the foregoing requirement or procedure shall create any contractual relationship between the Owner and any Architect/Engineer’s Consultants. Attachment A contains the list of Architect/Engineer’s Consultants.

3.2.6 The Architect/Engineer shall assist the Owner in coordinating requirements set forth by

Appropriate Authorities and Granting Agencies as designated by the Owner, whose participation in or interest impacts on the design, the cost, and/or the construction of the Project.

3.2.7 The Architect/Engineer shall perform all the Architect/Engineer’s Services specified here in accordance with generally accepted professional standards. All work drawn, specified, and issued for construction shall be consistent with all applicable codes, laws, ordinances, regulations, and restrictions.

3.2.8 The Architect/Engineer shall identify, interpret and apply the design requirements of all applicable codes, laws, ordinances, regulations, and restrictions as well as the design requirements of the Owner.

3.2.9 The Architect/Engineer shall participate in the pre-design conference(s) wherein the work under this Agreement shall be outlined, to include the scope, budget, instructions, procedures, and schedules with Project Architect and Program Consultants, as deemed necessary.

3.2.10 The Architect/Engineer shall:

3.2.10.1 furnish all labor and equipment and provide all of the materials required to complete the Architect/Engineer’s Services;

3.2.10.2 perform all of Architect/Engineer’s Services with reasonable promptness and diligence so that construction of the Project may commence as set forth in the recitals herein;

3.2.10.3 properly perform all of Architect/Engineer’s Services specified herein subject to the standard of care given;

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3.2.10.4 have full control and direction over the mode and manner of performing the Architect/Engineer’s Services covered by this Agreement, excepting such services provided by Architect/Engineer’s Consultants on Attachment A.

3.2.10.5 the Architect/Engineer shall to the greatest extent possible, incorporate design strategies to each phase to achieve the high level of green building certification without adversely impacting the budget.

3.2.10.6 the Architect/Engineer shall adhere to the latest Procedural Guide and Design Standards published by Owner.

3.3 SCHEDULE OF SERVICES

3.3.1 Promptly after the execution of the Agreement and the pre-design conference, the

Architect/Engineer shall prepare and submit for approval to the Owner the Project Schedule (in Gantt chart format) showing the coordinated order and time frame in which the Architect/Engineer proposes to carry on the phases of the design stage work including the Owner’s Design Review.

The schedule shall include all major activities in each phase to ensure comprehensive and timely progress of the work. The schedule shall apply to the completion of all Architect/Engineer’s Services listed hereunder. The Architect/Engineer shall, when requested, update the progress schedule and deliver three (3) copies to the Owner within seven (7) calendar days.

3.3.2 The schedule shall accommodate periodic Owner design, system, conceptual, constructability, and

FF&E reviews.

3.3.3 Work by the Architect/Engineer shall not proceed to the next succeeding design phase without written “Notice to Proceed” fromthe Owner.

3.3.4 Promptly after notification by the Owner of intent to award a Construction Contract, the

Architect/Engineer shall prepare and submit to the Owner, for approval, an updated Project Schedule by major activity to be undertaken by the Architect/Engineer during the Construction Phase. The general description of the requirements for the Project Schedule chart for Architect/Engineer’s Services, stated in Paragraph 3.3.1 above, shall apply to this schedule.

3.4 PROGRAMMING

3.4.1 The Architect/Engineer shall provide representatives to meet with the Owner’s Representatives and

Program Consultants, as applicable, for the purpose of determining the comprehensive facilities program.

3.4.2 The Architect/Engineer or the Program Manager, as applicable, shall have each Owner participant sign and date approvals for their respective areas of responsibility for each program space.

3.4.3 The program must include non-programmed space for student enhancement areas, i.e. study areas, commuter lounges, food service, gathering spaces, etc.

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3.4.4 Each programmed space and comprehensive building should address energy/mechanical loads and represent life-cycle sensitivity, ease of access, maintenance, durability, and longevity.

3.4.5 The Architect/Engineer or the Program Manager, as applicable, shall publish a draft program and provide six (6) copies for review by the Owner and Owner’s Representatives.

3.4.6 The Architect/Engineer or the Program Manager, as applicable, will incorporate the Owner’s review comments and publish a bound final Program Document. The Architect/Engineer will provide six (6) copies of the Bound document to the Owner.

3.5 CONCEPTUAL DESIGN

3.5.1 The Architect/Engineer shall establish a Schedule of Values that establishes a ratio for each major building category and system. This Schedule of Values is the basis for all future Statements of Probable Construction Cost.

3.5.2 After review and acceptance of the final Program Document by the Owner and Owner’s

Representatives, the Architect/Engineer will conduct a meeting involving all relevant stakeholders and participants in the Project (the “Program Document Meeting”) on the designated TWU campus for the purpose of finalizing and selecting a conceptual design direction for the Project.

3.5.3 The Architect/Engineer shall incorporate the input from the Program Document Meeting participants and present the approved concept to the Owner for review and approval.

3.6 SCHEMATIC DESIGN PHASE SERVICES

Upon receipt of the Owner's written “Notice to Proceed” with the Construction Contract Document Phase, the Architect/Engineer shall proceed from the approved Design Development Phase and shall:

3.6.1 Use the final Program Document and approved Conceptual Design to begin the Schematic Design

Phase.

3.6.2 Prepare schematic design studies consisting of analysis, drawings, building system analysis, calculations, and preliminary code requirements.

3.6.3 Evaluate mechanical and structural systems to present options for review and approval by the

3.6.4 Present five (5) sets of the schematic design documents and system selection for review by Owner.

3.6.5 Submit the above information to the Program Manager and TWU Project Manager for review and cost estimate.

3.6.6 Conduct a cost estimate based on the current area, volume or other unit cost.

3.6.7 Submit to the Owner a Statement of Probable Construction Cost.

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3.6.8 To the greatest extent possible, incorporate design strategies at each phase to achieve the high level of green building certification without adversely impacting the budget.

3.7 DESIGN DEVELOPMENT PHASE SERVICES

Upon receipt of the Owner's written “Notice to Proceed” with the Design Development Phase, the Architect/Engineer shall:

3.7.1 Review the Architect/Engineer’s estimates with the Owner. If there are estimates from the Program

Manager, the two estimates will be compared. The Architect/Engineer shall resolve or plan to resolve any variance to the Owner’s satisfaction prior to receiving the “Notice to Proceed” for the next phase.

3.7.2 Refine the schematic design. The refinement of the schematic design should focus on finalizing the architectural/engineering plans to include all the required program spaces within the Owner’s determined limitation.

3.7.3 Submit the civil structural, mechanical, electrical, plumbing, and landscaping plans that represent the concise information and calculations utilized to finalize the design.

3.7.4 Provide all design calculations in a report for review by the Owner and Owner’s Representatives.

3.7.5 Provide all construction and design details to a stage and degree that allow a full constructability and design adherence review.

3.7.6 Have all specifications sufficient in detail to describe the size, character, and quality as to kinds and locations of materials and types and sizes of structural, mechanical, electrical, and plumbing systems for the entire Project.

3.7.7 Begin interior design including assessment of furniture systems, finishes, materials and lighting.

Coordinate materials, selections and design with existing University standards and with designated Owner Representatives.

3.7.8 The room numbers shall be established in collaboration with the Owner for the purpose of establishing the building room numbers used after the building is occupied.

3.7.9 Submit to the Owner a Statement of Probable Construction Cost at conclusion of Design Development Phase.

3.7.10 Submit a completed Design Development Package to the Program/Project Manager for review and cost estimate.

3.7.11 The entire design process and the Design Development Package must be compatible with Owner’s design standards.

3.8 CONSTRUCTION CONTRACT DOCUMENTS PHASE SERVICES

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Upon receipt of the Owner's written “Notice to Proceed” with the Construction Contract Document Phase, the Architect/Engineer shall proceed from the approved Design Development Phase and shall:

3.8.1 Submit to the Owner the cost estimates. If there are estimates from the Program Manager, the two estimates will be compared. The Owner will review and compare the estimates from the Architect/Engineer. The Architect/Engineer shall resolve any variances to the Owner’s satisfaction prior to receiving the “Notice to Proceed”.

3.8.2 Prepare the Construction Contract Documents in accordance with the design schedule for approval by the Owner to include and consist of the standard documents as may be furnished by the Owner, and the final working drawings and technical specifications that set forth in detail all the requirements for construction of the entire Project. Prepare final drawings and specifications in compliance with applicable building codes, laws or ordinances, and other regulatory authorities.

3.8.3 All drawings format shall be prepared on sheets 30” x 42” (trimmed) and all project manuals shall be prepared in bound form 8.5” x11”. Font shall be large enough to be read at half-size.

3.8.4 Provide a color schedule and samples of textures and finishes of all materials in the Project for review and approval of the Owner.

3.8.5 Provide a list of fixed and installed equipment to include the type/size, location and quantity, to the

Owner for its review and approval.

3.8.6 Submit for the Owner's Representative’s review and approval, with comments as necessary, review sets of the working drawings and specifications when 50 percent (6 half size sets), 75 percent (6 half size sets), 95% (6 half size sets), and 100% (6 half size sets), completion points are reached in this phase of design. Updated cost estimates shall be provided to Owner at 50% and 100% reviews.

3.8.7 Prepare and submit for the Owner's approval a Statement of Probable Construction Cost upon 100 percent completion of the final drawings and specifications in accordance with the design schedule and the Owner approved format and detail. The opinion shall be itemized as necessary to include estimates for alternates (additives and or deductives) and to conform to the form of proposal intended for bidding purposes.

3.9 PROPOSAL PHASE SERVICES

Upon receipt of the Owner's written “Notice to Proceed”, the Architect/Engineer shall assist the Owner and/or Owner’s Representatives (i.e. the TWU Program Manager) in the solicitation of competitive sealed proposals; said solicitation to be conducted by the Owner, and the Architect/Engineer shall:

3.9.1 Furnish and distribute the following amounts of sets of Construction Documents (plans and project manuals):

3.9.1.1 One (1) full size and six (6) half size sets of drawings and six (6) sets of the project manuals to the Owner at the time documents are released for proposals;

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3.9.1.2 Make arrangements with a print service for offerors to directly purchase Construction Documents for use in preparing proposals, Architect/Engineer to furnish the print service with electronic files of the Project for printing. Print service shall maintain a record of who has purchase documents for the Project.

3.9.1.3 Six (6) sets of Construction Documents shall be furnished to a plan bidding service, as determined by the Architect/Engineer with Owner approval.

3.9.2 Prepare and issue addendums to the Construction Contract Documents for Owner review and approval, including drawings when appropriate, as may be required to clarify or interpret the Construction Documents.

3.9.3 Attend the mandatory pre-proposal conference, and the scheduled proposal opening.

3.9.4 Assist the Owner with the review, evaluation, and recommendations for award of the Construction

Contract.

3.9.5 Be responsible for the Statement of Final Construction Cost prepared before proposal opening. If the estimated construction cost for the final design and specifications in the Construction Contract Documents exceeds the original or Owner-adjusted (if so done in writing during the design stage) Construction Cost Limitation, the Owner may, at its discretion and decision, exercise one or more of the rights reserved to the Owner under Paragraph 3.9.6 below.

3.9.6 If the Statement of Probable Construction Cost prepared by the Architect/Engineer prior to proposal opening, or the best value received exceeds (within reasonable market fluctuations) the original or latest adjusted Construction Cost Limitation of the Project Budget, the Owner may, at its discretion:

3.9.6.1 give written approval of an increase in the Construction Cost portion of the Project

Budget; or,

3.9.6.2 direct the Architect/Engineer to make such changes in the Construction Contract Documents to permit new proposals of the Project within the shortest, reasonable time and at the Architect/Engineer’s expense if errors or omissions occurred.

3.9.6.3 direct the Architect/Engineer to revise the scope or quality, or both, of the Project, so as to reduce the Project Construction Cost; in which case the Architect/Engineer shall at his expense, if so directed by the Owner, modify the Construction Contract Documents, as directed, in order to reduce the Statement of Probable Construction Cost to be within the adjusted construction cost portion of the Project Budget; or,

3.9.6.4 negotiate with best value offeror; or,

3.9.6.5 abandon the Project, in which case the appropriate part of the Architect/Engineer fee is to be paid for the design stage of work.

3.10 CONTRACT ADMINISTRATION PHASE SERVICES

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Upon award of the Construction Contract by the Owner, the Architect/Engineer shall:

3.10.1 Provide all the administrative services set forth in these Construction Contract Documents and as required by the Construction Contract Documents to permit timely prosecution of the construction work.

3.10.2 Furnish to the Owner and/ or its representative four (4) additional half size sets of Construction

Contract Documents complete with all addendums issued during the bidding which are in suitable condition for use during construction.

3.10.3 Prepare and submit for approval by the Owner the schedule of Architect/Engineer’s Services hereinbefore described under Paragraph 3.3.4.

3.10.4 The Architect/Engineer, as the Owner’s design representative, shall visit the site at intervals appropriate to the stage of the Contractor’s operations, or not less than once per week as construction progress warrants to determine to the best of the Architect/Engineer’s information, knowledge and belief if the Work is proceeding in substantial accordance with the Construction Contract Documents. These visits shall be performed by the Project Manager, or an experienced and qualified professional representing the Project Manager. The Architect/Engineer shall use reasonable diligence to detect defects and deficiencies of the Work of the Construction Contractor and to recommend in writing to the Owner and/or the TWU Project Manager the disapproval or rejection of Work as failing to conform to the Construction Contract Documents. The Architect/Engineer shall notify in writing the Construction Contractor and the Owner and/or the TWU Project Manager of any detected noncompliance of the Construction Contractor or his subcontractors with the Construction Contract Documents and shall make such recommendations in writing to the Owner or his representatives for remedial work or rework necessary to obtain compliance with the Construction Documents. The Architect/Engineer will not be responsible for construction management, means, methods, sequences, procedures or safety provisions or processes employed by the Construction Contractor in the execution of the Work. The Architect/Engineer shall keep the Owner informed of the status of the Project including significant milestones reached, problems resolved and those pending, and other important items by the submission of written reports not less often than once a month.

3.10.5 Attend the weekly construction progress meetings. The Construction Contractor shall administer the weekly construction progress meetings and prepare agenda; records minutes, and distribute copies to attendees for review and/or corrections within 48 hours of the meeting.

3.10.6 Review the Construction Contractor's periodic estimates for partial payments, determine the amount owed to the Construction Contractor, and issue certificates for payment on such amounts.

The certificate for payment shall constitute the Architect/Engineer’s professional opinion to the Owner that, to the Architect/Engineer’s knowledge, information and belief, Work has progressed to the value indicated; the quality of the Work is considered to be in substantial accordance with the Construction Contract Documents, and that the Construction Contractor is entitled to payment in the amount certified.

3.10.7 Interpret the Construction Contract Documents and, within a reasonable time, render such interpretations as necessary for the proper and timely execution or progress of the Work.

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3.10.8 Prepare proposed construction change requests related to the Construction Contract Documents which are necessary as a result of interpretations and/or clarifications, Construction Contractor inquiries or Owner requests. The Architect/Engineer shall review change proposals received from the Construction Contractor for contingency reductions and/or change orders, analyze price and time, and advise the Owner as to the acceptability of the proposal in a timely manner. The Architect/Engineer shall prepare Construction Change Owner’s Contingency Authorization (CCOCA) forms for each change proposal accepted by the Owner.

3.10.9 Review and approve or take other appropriate action upon Contractor’s submittals such as shop drawings, product data and samples. These actions shall be taken with such reasonable promptness as to cause no delay in the Work while allowing sufficient time to permit adequate review. Owner shall review comments prior to distribution back to Construction Contractor. The Architect/Engineer may not obligate the Owner to changes without the Owner’s written approval.

3.10.10 Review and advise the Owner, prior to or concurrent with notification to the Construction

Contractor, as to acceptability of overall work schedules prepared by the Construction Contractor in accordance with the Owner's requirements. Unless otherwise specifically stated by the Owner, such review, advice, and assistance as required in each instance shall be accomplished within a reasonable time.

3.10.11 Analyze and advise the Owner as to the information received in test reports, test methods, materials, equipment, and systems.

3.10.12 Make all necessary revisions to the Construction Contract Documents to correct errors, conflicts, omissions, or deficiencies.

3.10.13 Review and advise the Owner as to the acceptability of substitutions proposed by the Construction

Contractor.

3.10.14 Provide to the Owner a color schedule and samples of textures and finishes of all materials in the Project for review and approval of the Owner.

3.10.15 Provide a list of fixed and installed equipment to include the type/size, location and quantity, to the

Owner for review and approval.

3.10.16 Provide technical assistance to and design interpretation of the Construction Contract Documents for the construction inspectors/observers employed or engaged by the Owner and advise said personnel of all decisions rendered or recommendations made. The TWU Project Manager shall be notified immediately of any instructions given to the Construction Contractor by Architect/Engineer. All instructions which result in revisions to or change in the Scope of Work shall be promptly confirmed in writing by the Architect/Engineer with copies to all parties concerned.

3.10.17 Have authority to reject Work, with concurrence of the Owner, which does not conform to the

Construction Contract Documents. The Architect/Engineer shall recommend in writing to the

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Owner that the Work be stopped whenever in his reasonable and professional opinion it may be necessary for the proper performance of the Construction Contract.

3.10.18 Make recommendations to the Owner on all claims of the Construction Contractor relating to the execution and progress of the Work and on all matters or questions related thereto. Such recommendations shall be prepared and forwarded in writing to the Owner within thirty (30) calendar days or less of the date of receipt of claim.

3.10.19 Arrange and conduct field observations, in coordination with the Owner and the Construction

Contractor, to determine construction deficiencies to be corrected by the Construction Contractor and to determine the dates of substantial completion, beneficial occupancy (in whole or parts thereof) and final completion, as such terms shall be defined in the Construction Contract Documents, and advise in writing to the Owner as to the acceptability of the Work performed by the Construction Contractor.

3.10.20 Assemble and deliver to the Owner all written guarantees, operations and maintenance instruction books, spare parts catalogs or lists, diagrams and charts required of the Construction Contractor by the Construction Contract Documents.

3.10.21 Assist the Owner in fulfilling the requirements of the Appropriate Authorities and Granting

Agencies relative to disbursements made under the Construction Contract Documents for the Project and to periodic progress reports required to be submitted to these authorities and/or agencies for the Project.

3.10.22 The Architect/Engineer shall advise in writing and consult the Owner on significant matters related to performance under the Construction Contract Documents.

3.10.23 At the completion of the Project, revise the drawings and specifications to incorporate all addenda, all contingency and change orders for the Work and any modifications recorded by the Contractor on the as-built drawings maintained at the job site. The Architect/Engineer shall label the revised drawings and Project Manual as “Record Documents” and shall deliver one set of prints on bond (full size), one bound Project Manual and a complete set of electronic files of both drawings and Project Manual on a compact disk (CD). Electronic drawing files shall be delivered in AutoCAD Version 2018 .DWG format as well as Adobe .PDF format, Project Manual in Microsoft Word 2016 as well as Adobe .PDF format. The Compact Disk (CD) shall contain the following:

3.10.23.1 Electronic CADD files of the Record Drawings, verify CADD files have been saved using E-Transmit so that all font and plot configuration files are included. Reference files (x-ref) shall be bound into their respective drawings. Final Documents shall be 2 dimensional in Native AutoCAD format. Save the files in designated folder labeled

DWG.

3.10.23.2 Electronic .PDF files of the Record Drawings in searchable format. Save the files in designated folder labeled PDF.

3.10.23.3 A copy of the Project Manual saved in both Microsoft Word and Adobe PDF in searchable format. Save Project Manual in a folder labeled Project Manual and in that

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3.11 OTHER RESPONSIBILITIES OF ARCHITECT/ENGINEER

3.11.1 The Architect/Engineer shall comply, at his own expense, with the provisions of all state, local, and federal laws, regulations, ordinances, requirements, and codes which are applicable to the performance of work or services hereunder or applicable to the Architect/Engineer as an employer of labor or otherwise. The Architect/Engineer shall further comply with all laws, rules, regulations, and licensing requirements pertaining to his professional status and that of his employees, partners, associates, subcontractors, consultants, and others employed or retained by him to render any services hereunder.

3.11.2 Any approvals by the Owner of the Architect/Engineer’s professional services shall not waive, relieve, limit, or release the Architect/Engineer from any of his responsibility or liability for his professional services or from the terms of or performance of this Agreement.

3.11.3 Article Not Exclusive: The Architect/Engineer’s liabilities, responsibilities and obligations provided for in this article shall not limit or supersede any of the Architect/Engineer’s other liabilities, responsibilities, and obligations either at law or otherwise under this Agreement.

3.11.4 Architect/Engineer shall record minutes of all design meetings and publish the same for the

Owner’s review within three days of said meeting. Owner and/or Owner’s Representative shall annotate corrections and return to Architect/Engineer for incorporation into the actual record.

Design changes desired by the Owner and so noted and supported by the record but subsequently omitted by the Architect/Engineer shall have the full cost of any and all changes resulting from such errors and omissions borne by the Architect/Engineer.

ARTICLE 4

EXTRA ARCHITECT/ENGINEER SERVICE

The following services of the Architect/Engineer, when authorized in advance by the Owner in writing, shall be paid for by the Owner in accordance with the provisions of Article 7 of this Agreement.

4.1 Making measured drawings of existing construction when required for planning or designing additions or alterations to existing buildings or facilities. However the Architect/Engineer shall confirm critical dimensions on Owner-furnished drawings or documents or existing facilities or buildings, excluding underground utilities, for which the planning or design of additions and/or alteration are to be provided under this Agreement.

4.2 Revising previously approved drawings, specifications, or other documents to accommodate changes when so directed by the Owner, provided, however, that no compensation for extra services shall be paid for the following revisions which:

4.2.1 may be directed by the Owner pursuant to Paragraph 3.9.6;

4.2.2 corrections of design errors or omissions;

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4.2.3 changes initiated by the Architect/Engineer and/or TWU Project Manager and;

4.2.4 changes necessitated to bring the design development within the Construction Cost Limitation as specified herein or adjusted by the Owner with the agreement of the Architect/Engineer.

4.3 Providing professional services made necessary by the error, omission or unacceptable quality of work of the Construction Contractor in the performance of the Work under the Construction Contract Documents.

4.4 Providing Construction Contract administration of construction after the latest extended construction contract time has been exceeded by more than twenty percent (20%) through no fault of the Architect/Engineer.

4.5 Providing consultation concerning replacement of any Work damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Article 3, as may be required in connection with the replacement of such damaged Work.

4.6 Preparing supporting data and other service in connection with change orders if the change is not the fault or negligence of the Architect/Engineer.

4.7 Surface and subsurface information required by the Architect/Engineer and approved by the Owner, only if specified as an extra service by the Scope of Work.

4.8 Providing service during or after the Construction Contractor Guarantee Period.

4.9 Providing services as an expert witness in connection with any public hearing, mediation or arbitration proceeding, or the proceedings or a court.

4.10 Providing coordination of professional consultants for additional services above and beyond the Scope of

Work.

ARTICLE 5

OWNER RESPONSIBILITIES

The Owner shall:

5.1 Provide coordination of any additional professional consultants retained by Owner (not including the

Architect/Engineer’s Consultants listed on Attachment A) for additional services above and beyond the Scope of Work.

5.2 Designate one or more Owner’s Representative (s) authorized to act in its behalf with the

Architect/Engineer related to the Project as further detailed in this Agreement.

5.3 Examine or cause Owner’s Representative(s) to examine documents submitted by the Architect/Engineer and render decisions pertaining thereto promptly or within a reasonable time to avoid unreasonable delay in the progress of the Architect/Engineer's work.

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5.4 Provide a Project Budget and Construction Cost Limitation for the Project including information as to the gross area and major facility requirements, budget limitations, and Project scheduling.

5.5 Furnish a land survey of the Project site giving, as applicable, the best available information concerning grades and lines of streets, alleys, pavements, and adjoining property; rights-of-way, restrictions, easements, encroachments, deed restrictions, boundaries, and topography of the site; as-built drawings or location, dimensions and first floor elevations of existing buildings, other improvements and trees (when necessary);

and all available relevant information concerning available service and utility lines on or serving the site, both public and private. Owner does not guarantee that the furnished information is correct. The Architect/Engineer shall be able to reasonably rely on the accuracy of the information provided, however the Architect/Engineer shall visit the site and notify the Owner of any readily observable apparent gross errors in the survey.

5.6 Furnish all available relevant information on surface and subsurface soil conditions to include reports, test borings, test pits data, soil bearing valves, or related information. The Architect/Engineer shall be entitled to reasonably rely upon the accuracy of the information provided.

5.7 Furnish structural, mechanical, chemical, and other laboratory tests, inspections, and reports as required by law or the Construction Contract Documents.

5.8 Be represented at the site from time to time by an Owner’s Representative(s); provided, however, that such representation by the Owner, if any, at the site shall not at any time relieve the Architect/Engineer, in whole or in part, from any duty or responsibility placed upon the Architect/Engineer under the terms of this

5.9 Provide construction representatives as described under applicable sections of Paragraph 3.10 as the

Owner may deem advisable.

5.10 Give prompt written notice thereof to the Architect/Engineer if the Owner or Owner’s Representative observes or otherwise becomes aware of any fault or defect in the Project or conformances by the Construction Contractor with the Construction Contract Documents.

5.11 Provide necessary forms: i.e., contracts, bonds, general conditions of the contract, supplementary general conditions, and advertisement for bids (as the Owner may require).

5.12 Furnish relevant information required as expeditiously as necessary for the orderly progress of the Work.

5.13 Furnish any paragraphs or sections that the Owner may desire incorporated in the specifications in the

Construction Documents.

5.14…