On-Call Consultants WITH Design template Draft Contract.pdf

STATE OF CONNECTICUT

UNIVERSITY OF CONNECTICUT

CONTRACT FOR ON-CALL CONSULTANT SERVICES

WITH DESIGN & CONSTRUCTION PHASE SERVICES

FOR [ ]

CONTRACT NO. [ ]

This contract (hereinafter “Contract”) is entered into by and between , hereinafter called the "Consultant" and the University of Connecticut, hereinafter called the "University" or “Owner”, acting herein by its Executive Vice President for Finance and Chief Financial Officer, under the provisions of Sections 10a-104, 10a-108, and 10a-109(a) to 10a-109(y), inclusive, of the Connecticut General Statutes, as amended.

WITNESSETH, that the University and Consultant, in consideration of the mutual covenants herein contained, do hereby agree as follows:

1. GENERAL

1.1 Definitions:

“Added Terms” shall mean any conditions, assumptions, qualifications or terms that are inconsistent with or in conflict with an RFS or this Contract, as defined in Section 1.5.1 of this Contract.

“Additional Services” shall mean, in regard to a particular Purchase Order, services described in Schedule A to be performed by the Consultant at the request of or with the prior written consent of the University that are beyond a Project’s defined scope of services.

“Assignment” shall mean a particular service to be performed under this Contract that is not associated with a Project at the time of the issuance of the Purchase Order for such service.

“Base Compensation Cost” shall mean, as selected by the University, either (i) a lump sum fixed fee;

(ii) a lump sum fee per Design Phase; or (iii) a fee based on time spent at Consultant’s Hourly Rates up to an agreed maximum aggregate fee, as defined in Section 3.2.2 of this Contract.

“Business Day” shall mean and include any calendar day other than a Saturday, a Sunday, or a calendar day that is designated as a legal holiday under Connecticut General Statutes §1-4.

“Construction Budget” shall mean, in regards an individual Project, the budget for the Project which is established by the University, as defined in Section 18 of this Contract.

“Construction Contract” shall mean the construction contract entered into by the University for the performance of the work under the Purchase Order, as defined in Section 12 of this Contract.

“Construction Cost” shall mean, in regards to a particular Project determined and approved by the University, the total cost to the University of all elements of the Project designed or specified by the Consultant, including (1) all construction work, (2) the connection of all existing utilities and related services, and (3) any other costs directly chargeable to the proper functioning of the building(s) which is a part of the Project, with the exception of the furnishing of equipment other than that which is usually built in as a component part of such building, as defined in Section 17.1 of this Contract.

“Construction Documents” shall mean all documents provided by the Consultant during the Construction Documents Phase, as defined in Section 12 of this Contract.

“Consultant’s Hourly Rates” shall mean the hourly rates set forth on Schedule C and each individual “Consultant’s Hourly Rate” shall mean the hourly rate set forth on Schedule C as is applicable to the individual providing the particular services.

“Contract” shall mean and include this Contract and any and all Purchase Orders issued hereunder.

“Department” shall mean, in respect to a Purchase Order, the Department of Facility Services & University Planning, or other department identified in the Purchase Order, or in the case of a UCONN Health (“UCH”) Project, the UCH Department of Facilities Development and Operations as identified in the Purchase Order.

“Design Development Documents” shall mean the Design Development Phase Drawings and Specifications, as defined in Section 11 of this Contract.

“Net Construction Budget” shall mean, as referred to in the form of Purchase Order, the Construction Budget net of (as applicable) general conditions, insurance, bonds, construction manager’s fee, overhead and profit, and contractor’s, construction manager’s, or Owner’s contingency, as defined in Section 18.2 of this Contract.

“On-Call Term” shall mean the time period during which Purchase Orders may be issued hereunder which time period is set forth in Section 2 of this Contract.

“Project Manager” shall mean, in respect to a Purchase Order, the individual representing the Department and identified in the Purchase Order as the “Project Manager” or the “Department Representative”.

“Project” shall mean an identified University or UCH construction project for which the Consultant provides services described in Schedule A pursuant to a Purchase Order issued under this Contract.

“Proposal” shall mean the final proposed document outlining, upon the University’s and the Consultant’s agreement, the services to be provided by the Consultant in connection with an RFS, compensation to be paid therefor, scheduling requirements for such services and other terms and conditions particular to the performance of the services as are mutually agreed, as defined in Section

1.5.2.1 of this Contract.

“Purchase Order Amendment” shall mean an amendment to a Purchase Order (or a revised Purchase Order amending or supplementing the Purchase Order) to reflect University approved changes in the scope of services and/or other terms and conditions set forth in a Purchase Order, subsequent to the issuance of said Purchase Order, as defined in Section 1.5.2.3 of this Contract.

“Purchase Order” shall mean a written purchase order issued by the University in the form used by the University which describes particular services to be performed by the Consultant under this Contract, compensation to be paid therefore, the schedule for the performance thereof, and such other terms and conditions applicable thereto as are mutually agreed. Unless otherwise determined by the University, the Proposal submitted in connection with a particular Purchase Order shall be deemed to be incorporated in and a part of such Purchase Order.

“RFS” shall mean a written request for services issued under, and in accordance with, this Contract.

“Schedule of Services” shall mean, in respect to a Purchase Order, the specific schedule for the performance of services under, and as is set forth in, the Purchase Order.

“Schematic Design Documents” shall mean designs created by the Consultant to encompass the general program of the individual Project, consisting of small-scale drawings, elevations, sections and outline specifications, as defined in Section 10 of this Contract.

“UCH” shall mean UCONN Health.

“UConn Design Standards” shall mean University of Connecticut Design Guidelines and Performance Standards published by the University, as defined in Section 1.2.1 of this Contract.

1.2 Standards of Performance and Design: The Consultant covenants and agrees that the Consultant and any sub-consultant retained by the Consultant will perform their services under this Contract in accordance with the generally accepted standards of professional practice and care applicable to their respective professions as defined by Connecticut law, and that any documents, material or information supplied by the Consultant or such sub-consultant as required by this Contract or under any Purchase Order issued hereunder will be in accordance with such standards and practices. The Consultant will not have any conflict of interest and shall operate under this Contract at all times so as not to violate the provisions of C.G.S. §1-86e or §1-101nn. The Consultant will be held to the highest standard of ethical conduct in the performance of its duties and must conduct itself so as to avoid even the appearance of any impropriety. The Consultant is prohibited from accepting gratuities of any kind from any persons seeking work associated with this Contract. The Consultant will perform services under this Contract with experienced and competent personnel acceptable to the University. If the Consultant requires additional personnel to fulfill its obligations under this Contract, it will provide such additional staff at no additional cost to the University.

1.2.1 University of Connecticut Design Guidelines and Performance Standards: The Consultant shall design each Project and Assignment to comply with the then current University of Connecticut Design Guidelines and Performance Standards published by the University (“UConn Design Standards”).

If the Consultant judges an aspect of the UConn Design Standards to be in conflict with a Project or Assignment requirement, or to be otherwise detrimental to the Project or Assignment, the Consultant shall request and abide by written direction from the Project Manager. If the Consultant deviates from the UConn Design Standards without specific written direction from the Project Manager, the Project Manager may instruct the Consultant to modify the design documents as necessary, without additional compensation, to comply with the UConn Design Standards.

1.2.2 Sustainable Design:

1.2.2.1 For any Purchase Order that requires the Consultant to prepare drawings, specifications, or other deliverables, such drawings, specifications and other deliverables shall also be consistent with the following standards to the extent applicable thereto: (1) Leadership in Energy and Environmental Design’s (LEED) standards, the level of which shall be stated in the applicable Purchase Order; (2) the University’s sustainable design guidelines and other sustainability standards of the University as are communicated by the University to the Consultant; and (3) C.G.S. § 16a-38k and the regulations promulgated pursuant to C.G.S. § 16a-38k(b).

1.2.2.2 To the extent LEED standards are applicable to the Consultant’s drawings, specifications, and other deliverables, unless otherwise provided in the subject Purchase Order, the Consultant shall, at no additional cost to the University, (1) provide such services (including, without limitation, completing the online Letter Templates for each “prerequisite” and “credit” being pursued by the University and gathering supporting documentation from others) necessary to register and for the University to receive credit for each element of LEED standards included in the Consultant’s drawings, specifications, and other deliverables (“Relevant LEED Standards”); (2) monitor and regularly report on activities that will affect the achievement status of individual “prerequisites” and “credits” for Relevant LEED Standards throughout the design and construction process; (3) submit all documents required to initiate a LEED application review or Relevant LEED Standards at the completion of construction; (4) respond to all requests for clarification from the entities administering LEED certification; (5) at the completion of the application review, advise the University on appealing credits denied under the application review; and (6) file appeals as necessary to achieve the required LEED certification.

1.2.3 Cooperation with Other Consultants: The Consultant agrees that it will work cooperatively with and provide appropriate assistance to other consultants assigned to a Project.

1.3 Consultant’s Representative: The Consultant will identify the Consultant’s Representative who shall be the University’s single point of contact for all written notifications given under this Contract.

1.4 Communications: Unless the Consultant is otherwise notified in writing by the University

Representative (as identified in Section 34.1), all communications between the Consultant and the University shall be through the Department by way of the Project Manager and the Consultant will receive all directions regarding its services under this Contract and any Purchase Order from the Project Manager.

1.5 On-Call Procurement: This is an “On-Call” Contract, which means that services will only be performed by the Consultant under this Contract pursuant to Purchase Orders issued in accordance with the terms and conditions of this Contract. The services performed under this Contract may be an Assignment or may be in connection with a particular Project depending upon the needs of the University. The Consultant shall not proceed with any services under this Contract until receipt of a Purchase Order for such services.

1.5.1 Request for Services and Response:

1.5.1.1 From time to time, the University may issue an RFS to the Consultant that shall describe the services requested (and such other information as the University elects to include). The issuance of an RFS to the Consultant, and Consultant’s response thereto, does not in any way guarantee the Consultant that the Consultant will receive a Purchase Order for the services described in the RFS. The Consultant’s proposal submitted in response to an RFS shall include the proposed fee(s) and information and documentation as specified by the University in the RFS. The Consultant’s proposal shall not include any conditions, assumptions, qualifications or terms and/or conditions that are inconsistent with or in conflict with the RFS or this Contract (collectively, “Added Terms”) and any proposal that includes Added Terms may be considered unresponsive. If the Consultant fails to respond to an RFS within five (5) Business Days (or such other period of time as specified in the RFS), any response to that RFS later submitted by the Consultant to the University shall be considered untimely and nonresponsive.

1.5.1.2 Should the Consultant repeatedly fail to respond timely to RFSs, or repeatedly decline to submit responses to RFSs, the University may terminate this agreement at its discretion. This subsection 1.5.1.2 does not limit the University’s rights to terminate this Contract pursuant to Section 26.

1.5.2 Purchase Orders:

1.5.2.1 Upon the University’s and the Consultant’s agreement as to the services to be provided by the Consultant in connection with an RFS, compensation to be paid therefor, scheduling requirements for such services and other terms and conditions particular to the performance of the services as are mutually agreed, all of which are set forth in a final proposal submitted by the Consultant (the “Proposal”), the University will prepare and issue to the Consultant a Purchase Order. If a Proposal includes any Added Terms that are not expressly accepted by the University, such Added Terms shall be of no force and effect and shall not be a part of the Purchase Order issued in connection with such Proposal. The Consultant shall confirm receipt of each Purchase Order within five (5) Business Days (or such other period of time as specified by the University) after receipt of such Purchase Order from the University (“Purchase Order

Confirmation”). The Purchase Order Confirmation shall be in writing and delivered by email to the University’s Project Manager/Department Manager identified in the Purchase Order at the email address set forth in the Purchase Order. The subject line in such email shall read “Purchase Order Confirmation”).

1.5.2.2 The Consultant’s acceptance of the Purchase Order and all of the terms and conditions therein shall be deemed to occur on the earlier of (i) the delivery of the Purchase Order Confirmation to the University as provided above; or (ii) the commencement of Services under such Purchase Order. All of the terms, conditions and provisions of this Contract shall be deemed incorporated in, and a part of, such Purchase Order (as it may be amended) as if fully set forth therein. If there is a conflict between the provisions of any Purchase Order and the provisions of this Contract, the provisions of this contract shall govern.

1.5.2.3 If, subsequent to the issuance of a Purchase Order, the University approves a change in the scope of services and/or other terms and conditions set forth in the Purchase Order, the University shall issue, in accordance with this Contract, an amendment to the Purchase Order or a revised Purchase Order amending or supplementing the Purchase Order to reflect such changes (a “Purchase Order Amendment”). The Consultant shall confirm receipt and acceptance of the terms of a Purchase Order Amendment as provided in Section 1.5.2.1 and

1.5.2.2. The provisions of this Contract shall govern all Purchase Orders (as they may be amended pursuant to this Section) issued under this Contract. The Consultant shall confirm receipt of a Purchase Order Amendment and indicate acceptance of its terms as provided in Section 1.5.2.1 and 1.5.2.2.

1.6 Consultant’s Investigation Responsibilities and Document Review: The Consultant shall confer with the Project Manager to ascertain the requirements of the Assignment or Project and check with authorities having jurisdiction to determine all applicable laws and standards, including, without limitation, the standards of performance and design described in Section 1.2 of this Contract, the State of Connecticut Building and Life Safety Codes, LEED Certification requirements, statutes, rules, regulations and ordinances, excluding zoning ordinances, applicable to the Assignment or Project (collectively, the “Applicable Laws and Standards”). The Consultant shall also become informed as to specific institutional conditions that might affect its contemplated work or the hours or season of its execution, use of adjacent areas and interruptions of institutional routine. The services furnished by the Consultant in connection with an Assignment or Project shall reflect Consultant’s consideration of those conditions requiring safeguards and precautionary measures in excess of usual practice. The Consultant shall identify information or documents required from the Department for the Assignment or Project.

The Consultant shall assemble, review and coordinate data furnished by the Department.

1.7 Defects and Deficiencies: All documents prepared by the Consultant or any sub-consultant under this

Contract (including any Purchase Order issued hereunder) will be complete, coordinated and in full and strict compliance with all Applicable Laws and Standards, in effect at the time delivered to the Department. 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 drawings, specifications, sketches, other Construction Documents, or information prepared or provided by the Consultant, the Consultant, immediately upon awareness of the same, will take all necessary steps to correct any such defects, deficiencies, errors, omissions, lack of coordination or non-compliance and issue any necessary documents for such correction at no additional cost to the University. Such corrections shall be made in a timely manner so as to cause no delay in the Project or completion of the Assignment. The Consultant will be responsible for costs and damages incurred by the University or contractor/construction manager resulting from a deviation from the design standards set forth in this Contract, including without limitation, the UConn Design Standards, which result in defects, deficiencies, errors, omissions, lack of coordination or non-compliance, including, but not limited to, any damages and costs as a result of delays to any Project, and increased construction costs. The Consultant represents that no design prepared under this Contract will result in patent, trademark, or copyright infringement. The Consultant agrees it will indemnify and hold the University harmless from and against any such infringement.

1.8 Compliance with Laws Codes and Regulations: The Consultant shall identify, research and gain familiarity with all Applicable Laws and Standards as are applicable to each Project or Assignment. The Consultant shall design the Project (or the applicable portion thereof) to be in compliance with such Applicable Laws and Standards, and ensure, represent, covenant and warrant that the design, all design documents and submittals will be and are in compliance therewith. With the Department's approval, and at times appropriate to a Project phase, the Consultant, and its sub-consultants, if necessary, will review the Project (or the applicable portion thereof) with any board, committee, commission, agency or persons having authority or jurisdiction with regard to any aspect of the Project. The Consultant shall prepare necessary written and graphic explanatory materials and appear on the Department's behalf at agency, board, committee, commission and public meetings incidental to the Consultant’s design and construction administration services. The Consultant will assist the Department in reviewing the Project (or the applicable portion thereof) with Building Officials, Fire Marshals and any other State or municipal agency or department representatives having jurisdiction over the Project. All such visits will be made with the Project Manager. If required for the Project and authorized by the Department, the Consultant will prepare necessary code modification requests. 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 Department acknowledges that portions of the requirements of the ADA may be subject to various interpretations. The Consultant will use its expertise and judgment in accordance with the Applicable Laws and Standards, to interpret applicable ADA requirements. The Consultant shall ensure that the requirements for accessibility per the State of Connecticut Building and Life Safety Codes will be strictly applied and adhered to for each Project (or the applicable portion thereof). This Section 1.8 does not limit other provisions of this Contract.

1.9 Sub-consultants: Should the Consultant require the services of any sub-consultant to perform services under any Purchase Order issued hereunder, the name and qualifications of such sub-consultant shall be submitted to the Department in writing for approval prior to the engagement of the sub-consultant. The sub-consultant will be required to provide evidence of its competence by affixing its seal on any documents prepared by the sub-consultant. The Department must approve any additional or substituted sub-consultants in advance of their engagement to provide services under a Purchase Order. Upon the request of the University, copies of all contracts with any sub-consultant will be supplied to the University within five (5) Business Days after the execution thereof. Notwithstanding the engagement by the Consultant of any sub-consultant to perform any part of the services to be performed under any Purchase Order issued under this Contract, the Consultant shall remain fully responsible for the performance of all sub-contracted services in accordance with the terms and conditions of this Contract.

Under no circumstances shall the approval by the Department of any sub-consultant be construed to limit the Consultant’s responsibility for the subcontracted services.

1.10 Key Personnel: The key personnel of both the Consultant and any identified sub-consultants to provide services under this Contract shall be included in the Consultants response to each RFS and will be identified in writing and submitted to the Department before the issuance of a Purchase Order. Any change thereafter in personnel or sub-consultants is subject to the Department's prior approval, which approval will not be unreasonably withheld. The Department may, at any time, require the replacement of any individual deemed unsuitable to provide services under this Contract or in connection with any particular Purchase Order.

1.11 Project Administration: The Consultant shall provide all project administration services necessary to facilitate the orderly progress of each Project or Assignment, including supervision of the work of the Consultant's in-house personnel, direction of the Consultant's sub-consultants, coordination of information flow and decision making, and progress monitoring and reporting.

1.12 Coordination of Services: The Consultant acknowledges that it is essential that all sub-consultants’ services in connection with a Project be coordinated with the services of others working on the Project.

The Consultant shall coordinate the services of all sub-consultants for each Project, review and check all documents prepared for each Project, and, as necessary, modify its services and arrange for the modification of the sub-consultants’ services.

1.13 Electronic Communications: The Consultant shall have access to the internet and maintain at least one e-mail address capable of receiving electronic data files.

1.14 Meetings: The Consultant shall schedule all meetings with the Department through the Project Manager.

1.14.1 Minutes of Meetings: The Consultant shall prepare minutes of all meetings attended by the

Consultant, except for construction meetings for which others may be assigned to keep the minutes, noting in sufficient detail topics discussed, information presented and reviewed, decisions made, comments and observations. The Consultant shall note "ACTION" items specifically by individual responsible, tasks to be undertaken and the date anticipated for completion. The Consultant shall distribute the minutes within one week of the documented meeting.

1.15 STATE OF CONNECTICUT TERMS AND CONDITIONS. The Contractor shall comply with the

State of Connecticut Terms and Conditions set forth on Schedule E which is incorporated herein.

2. ON-CALL TERM

2.1 Term: The On-Call Term shall run from [ ] through and including [ ]. No Purchase Order shall be issued after the expiration of the On-Call Term, provided however that, for any Purchase Order in effect on the date of such expiration, such Purchase Order shall remain in full force and effect in accordance with its terms and the terms of this Contract shall continue to apply thereto including, without limitation, the right of the University to issue a Purchase Order Amendment in connection with such Purchase Order as provided in Section 1.5.2.3.

2.2 Extension: The University shall have the right to extend the On-Call Term by written notice to the

Consultant prior to the end of the On-Call Term if deemed necessary by the University.

3. FEES AND PAYMENTS

3.1 Maximum Total Fee: The aggregate amount of all fees paid to the Consultant under Purchase Orders (including, without limitation, all Purchase Order Amendments) issued under this Contract shall not exceed $ .00 (the “Maximum Total Fee”). There is no guarantee of any particular dollar value or number of Purchase Orders to be issued under this Contract, or an obligation on the part of the University to issue any Purchase Orders.

3.2 Fees for Services:

3.2.1 Generally. The “base compensation” to be paid to the Consultant for the services identified in an RFS shall be as set forth in the RFS unless otherwise agreed to by the University and the Consultant. The University may request that the Consultant provide a pricing proposal based on one or more of the alternatives described in Section 3.2.2. The compensation to be paid to the Consultant for the services pursuant to a Purchase Order shall be as set forth in the Purchase Order.

3.2.2 Compensation Alternatives. The University may select one of the following as the “base compensation” for services: (i) a lump sum fixed fee; (ii) a lump sum fee per Design Phase; or (iii) a fee based on time spent at Consultant’s Hourly Rates up to an agreed maximum aggregate fee.

3.2.3 Substantial Changes in Scope of Services: Throughout the performance of services for any Project or Assignment, should the University require the Consultant to make substantial changes in the scope of services which necessitate the Consultant to perform unanticipated Additional Services and prepare additional documents, the Consultant will prepare such additional documents and make changes as required. The Consultant will be entitled to fair and equitable compensation for such Additional Services. The University Representative will determine the amount of such compensation and the manner of payment in accordance with the provisions of this Contract. If the University should request the Consultant to reduce the scope of services originally agreed upon for any Project or Assignment, the Consultant will then reduce said scope of services and the Consultant’s fee for such services for any such Project or Assignment will be reduced by a fair and equitable amount as determined by the University Representative. Such changes in scope of services and agreed terms and conditions shall be reflected in a Purchase Order Amendment to be issued in accordance with Section 1.5.2.

3.3 Payments: The University will make payments for services in accordance with the terms and conditions of the Purchase Order issued under this Contract for such services. The breakdown of the Consultant’s fees for services as set forth in the Purchase Order for such services shall be used to determine the amounts of the payments to be made to the Consultant under the Purchase Order. All materials and work covered by payments made by the University will be the sole property of the University. Payment by the University shall not relieve the Consultant of liability for, nor constitute the University’s approval or acceptance of, any services provided by or on behalf of the Consultant under this Contract that do not comply with the requirements of this Contract and the Purchase Order under which such services were performed. Payment by the University shall not constitute a waiver of the right of the University to require Consultant to fulfill all Contract terms and conditions.

3.4 Invoices: Consultant shall issue requests for payment by submission of properly prepared University

Professional Services Invoice in the form attached hereto as Schedule B. When applicable, attachments showing actual hours worked, hourly rates applied, and any allowable additional direct costs shall be included in the Invoice. The Consultant will certify in writing that each amount invoiced is both accurate and commensurate with the services performed for the University under the Purchase Order. The University reserves the right to periodically audit the Consultant’s financial and project records. Before each payment is made the Consultant must furnish proof of the quantity, value, and delivery of services.

The Consultant shall examine the invoices of its sub-consultants to confirm that all claimed fees and expenses are allowed under the applicable Purchase Order(s) and shall not include ineligible amounts in its invoices to the Department.

3.5 Consultant’s Hourly Rates: In all cases where the compensation to be paid to the Consultant is to be based on hourly rates, the Consultant’s sole compensation shall be the Consultant’s Hourly Rate(s) for the individual(s) providing the applicable service(s), multiplied by the number of hours such individual spent providing such service. The Consultant’s Hourly Rates are all-inclusive rates and shall be deemed to fully compensate the Consultant for an hour spent performing applicable Services and all costs and expenses incurred in connection therewith. Except as expressly set forth in a Purchase Order, the Consultant shall not be entitled to reimbursement of any costs or expenses beyond that included in the Consultant’s Hourly Rates. The Consultant’s Hourly Rates shall remain in effect for the duration of the Contract.

3.5.1 Consultant’s Certification: The Consultant certifies that Consultant’s Hourly Rates are all inclusive hourly rates (as described in this Section 3.5 above). The Consultant’s Hourly Rates shall not exceed a reasonable rate as determined by the University Representative and as authorized in writing in accordance with this Section 3.5, taking into consideration the skills and experience of the person providing the services. Monthly requests for payment shall be submitted on properly prepared University Professional Services Invoice forms with attachments showing actual hours worked, pre-approved hourly rates applied, and any allowable additional direct costs included in the statement. The Consultant shall certify that each amount invoiced is both accurate and commensurate with the work performed for the University under this Contract.

3.6 Fee Adjustments for Additional or Special Services in connection with a Project or Assignment:

3.6.1 Additional Services: A Purchase Order Amendment for Additional Services shall set forth the compensation to be paid to the Consultant for Additional Services and such compensation shall be governed by the terms and conditions of this Contract and specifically the Consultant’s Hourly Rates.

3.6.2 Special Services: If, in the sole opinion of the University, any service is required under a Purchase

Order issued under this Contract that is not usually furnished in the type of consulting practice applicable to this Consultant and that is not included in this Contract (“Special Services”), either expressed or implied by the nature of the service, then the University shall issue a Purchase Order Amendment for such services in accordance with this Contract authorizing the service and the related cost. The Consultant’s selection of any sub-consultant retained under this Section is to be submitted for written approval by the University. The Consultant shall adequately support, in writing to the University, its recommendations as to its selection of any such sub-consultant. Any sub-consultants retained in accordance with this Section shall provide evidence of their competence by affixing their seals on any work prepared by them or under their supervision. The University shall reimburse the Consultant for the actual, reasonable cost incurred by the Consultant for the services performed hereunder by its sub-consultants plus ten percent (10%) of such cost, or such other percentage deemed reasonable by the University, for the Consultant’s overhead and profit.

4. SCOPE OF SERVICES

The Consultant agrees to furnish all services set forth in Purchase Orders issued under this Contract.

Consultant shall perform all such services in accordance with all of the terms and conditions of such Purchase Orders and this Contract.

5. PHASE SCHEDULE

Consultant shall perform the services for each Project or Assignment expeditiously and in accordance with the applicable Schedule of Services. Consultant will be required to commence services within five (5) Business Days of receiving a Purchase Order unless such other time is set forth in the Purchase Order.

Consultant represents that it has the professional and technical personnel required to perform the services outlined in the Purchase Order. Upon the request of the University, Consultant shall provide a more detailed schedule of anticipated performance to meet the relevant Schedule of Services.

5.1 Schedule: Each Purchase Order issued under this Contract that includes services for one or more of the

Phases identified as: (1) Initiating Phase; (2) Schematic Design Phase; (3) Design Development Phase; (4) Construction Documents Phase; (5) Bidding/Negotiation Phase; and (6) Construction and Close-out Phase, shall include a Phase Schedule for such services. At the option of the University, such Phase Schedule may be extended or modified for periods to be determined by the Department, if the Department is of the opinion that such extensions or modifications are warranted and it has consented to such extensions in writing.

5.2 Time of the Essence: The Consultant acknowledges that time is of the essence for completion of its services under each Purchase Order. The Consultant’s services will be performed as expeditiously as is consistent with professional skill, care and orderly progress of the work. Time limits established in the Phase Schedule identified above, and in the Design Schedule developed under Section 8, as applicable, will not be exceeded by the Consultant, except for reasonable cause as determined acceptable by the University or Department.

6. REQUIRED DOCUMENTS

6.1 Material Submissions: Subject to the issuance of a Purchase Order for services that includes services for one or more of the Phases below, and unless otherwise set forth in such Purchase Order, the Consultant will submit, as applicable, the following materials for review and approval:

A. Initiating Phase (“IP”): three (3) bound reports, photographs of the models and the models themselves, one (1) reproducible report and a digital (pdf.) version of the report or such other media format acceptable to the University;

B. Schematic Design Phase (“SD”): plans and specifications in a media format acceptable to the

University, two (2) sets of half-size drawings; two (2) sets of specifications; and three (3) sets of detailed cost estimates;

C. Design Development (“DD”) Phase: plans and specifications in a media format acceptable to the

University, two (2) sets of half-size drawings; two (2) sets of specifications; and three (3) sets of detailed cost estimates;

D. Construction Documents (“CD”) Phase: plans and specifications in a media format acceptable to the

University, two (2) sets of half-size drawings; two (2) sets of specifications; and three (3) sets of detailed cost estimates; and

E. Bidding/Negotiation Phase: two (2) sets of stamped construction drawings and specifications for permit application. At the conclusion of the bidding process, provide a conformed set of construction drawings and specifications incorporating any changes to the drawings and specifications pursuant to Addenda issued during the bidding process; two (2) sets of stamped full-size conformed drawings and specifications; and two (2) CD-ROMS or such other media format acceptable to the University.

F. Construction and Close-out Phase: As required by the University per the Purchase Order.

It is understood that no review and/or approval by the University of any design or design documents submitted by the Consultant at any phase or stage will relieve the Consultant of (i) the Consultant’s responsibility to design each individual Project in accordance with the applicable approved program or budget or (ii) any responsibility of the Consultant arising out of the University’s reliance on the Consultant’s professional skill and ability to discharge the services performed under this Contract. Any design or design documents will be in full compliance with (1) the Applicable Laws and Standards; (2) this Contract; and (3) the applicable Purchase Order.

6.2 Progress Sets: As applicable, for each individual Project, "Progress Set" submittals are required at 100% IP, 50% SD, 100% SD, 50% DD, 90% DD, 50% CD and 90% CD. In addition to the documents required to be submitted under Section 6.1, one reproducible set of full size drawings and one set of specifications for each “Progress Set” shall be provided by the Consultant to the Department in a media format acceptable to the University.

6.3 Reproduction Drawings: The Consultant will deliver all drawings, specifications and other documents for the Department's use (requiring reproduction as determined by the University) to the Department's designated printer for reproduction. The Department will pay the printer directly for any such reproduction services. Reproduction of documents for the office use of the Consultant and the Consultant's sub-consultants is specifically excluded from this provision and will be done at the Consultant's expense.

6.4 Electronic Media: The Consultant shall develop all drawings using computer aided drafting software fully compatible with AutoCAD’s most recent version or such other version or in such other media format as approved by the Department. Subject to the issuance of a Purchase Order for end of phase services, and unless otherwise set forth in such Purchase Order, after the required end-of- phase documents are approved by the Department, and at a time specified by the Department, the Consultant shall submit the documents on CD ROM or other media format as approved by the Department. Subject to the issuance of a Purchase Order that includes Construction and Close-out Phase Services for a Project, and unless otherwise set forth in such Purchase Order, upon completion of construction of the Project, the Consultant shall submit revised digital media to reflect as-built conditions. All AutoCAD® documentation related to a Project (or as applicable, other Department approved media format) will be of a single media type. All the services and materials called for in this paragraph shall be provided by the Consultant at no additional cost to the University.

6.5 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 Consultant under or in connection with this Contract (and the Consultant’s sub-consultants under their respective professional services agreements with the Consultant) including, without limitation, all plans, drawings, specifications, models, reports, renderings, and other materials and work product prepared or furnished by the Consultant or on its behalf, including such materials and work product as are produced by the Consultant’s sub-consultants pursuant to this Contract or under any Purchase Order issued hereunder, 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 Consultant 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 Consultant. To address the possibility that any or all of such Instruments of Service might be deemed not to constitute “works made for hire,” the Consultant hereby 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 Consultant 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 Consultant shall secure appropriate written contracts with each of its sub-consultants which will include provisions consistent with the requirements of, and the rights of the University under, this Section 6.5. The provisions of this Section will survive the termination of this Contract and will thereafter remain in full force and effect.

6.6 End of Phase Documents: The Instruments of Service applicable to an individual Project shall include the drawings, specifications, and other documents required under a Purchase Order for such Project.

7. CONSULTANT'S SERVICES

7.1 General Services:

7.1.1 Basic Services: As regards each Purchase Order issued hereunder, Basic Services shall include (1) all services described in such Purchase Order; (2) all services customarily attendant thereto or associated therewith; and (3) except to the extent expressly excluded in the Purchase Order, all services described in this Contract, including, without limitation, the services described on Schedule A hereto. All of such services shall be performed in accordance with the scheduling requirements set forth in the Purchase Order. Basic Services shall include all professional and technical disciplines needed to perform the services, whether performed by the Consultant or by sub-consultants hired by the Consultant.

7.1.2 Consultant’s Documents: All documents prepared by the Consultant or any sub-consultant under a Purchase Order will be complete, coordinated and in full and strict compliance with all Applicable Laws and Standards in effect at the time they are delivered to the Department and the terms and conditions of this Contract, including, without limitation, the terms and conditions set forth in Section 1.7.

7.2 Additional Services Not Included in Basic Services: The following Additional Services are not included in Basic Services and will be performed only if requested and authorized by the Department by the issuance of a Purchase Order Amendment in accordance with this Contract that describes the Additional Services and the specific compensation and other terms and conditions applicable thereto. If requested by the Department, the Consultant will provide the Department with a fixed or not-to-exceed fee for performing such Additional Services.

7.2.1 Design Revisions: Making major revisions in Drawings, Specifications, or other documents when such revisions are: (1) inconsistent with written approvals or instruction previously given, (2) required by the enactment or revision of codes, laws and regulations subsequent to the preparation of such documents, or (3) due to other causes not within the control of the Consultant.

7.2.2 Document Revisions during Construction: Preparing Drawings, Specifications and supporting data in connection with Change Orders, unless the Change Order is necessitated by an act or omission of the Consultant or its sub-consultants.

7.2.3 Replacement of Work: Providing consultation concerning replacement of any work damaged by fire or other cause during construction and furnishing services as may be required in connection with the replacement of such work.

7.2.4 Failure or Default of Contractor/Construction Manager: Providing services made necessary by:

(1) the failure of performance, termination, or default of the contractor/construction manager, (2) major defects or deficiencies in the work of any contractor/construction manager, or (3) failure of performance of either the Department or any contractor/construction manager under the contracts for construction entered into between the University and contractors/construction managers.

Under no circumstance will the Consultant be entitled to receive additional compensation for services made necessary by the errors, omissions, or failure of performance of the Consultant and/or its sub-consultants. Additional compensation for extended services claimed because of a time overrun of more than 10%, which is not due to the errors, omissions or failure of performance of the Consultant or its sub-consultants, will be allowed, provided the services were affected by the extended construction duration, as determined by the University Representative.

7.2.5 Post Final Completion: Providing services under a Purchase Order, other than the 10-month warranty inspection and LEED certification requirements, after issuance of the final Certificate for Payment to the Department for the work under such Purchase Order, provided that the Consultant's Closeout Phase obligations have been fully completed. In the absence of a final Project Certificate for Payment, providing services required to extend the close-out period more than sixty (60) calendar days after the Date of Substantial Completion of the work, except when the Consultant is the cause of such extension. An extension of the close-out period beyond sixty (60) calendar days does not entitle the Consultant to additional compensation for close-out services which are not affected by the time extension, such as review of required close-out submittals, or preparation of Mechanical, Electrical and Plumbing (“MEP”) systems descriptions, even though such services may occur during the extension.

7.2.6 Witness: Preparing to serve or serving as a witness on the Department's behalf in connection with any legal proceeding, except with regard to claims allegedly arising out of the errors or omissions of the Consultant or its sub-consultants (which services will be provided by the Consultant and its sub-consultants as part of Basic Services).

7.2.7 Other Services: Providing any other services requested and acknowledged by the Department in writing as being additional services that are not included in this Contract or a Purchase Order and which are not customarily furnished in accordance with generally accepted professional practice.

7.2.8 Error or Omission of Consultant: No professional services made necessary by any error, act or omission of the Consultant to perform its duties, responsibilities or obligations under this Contract, will be compensated as an Additional Service under this Contract.

8. DESIGN SCHEDULE. Upon the issuance of a Purchase Order for services for a Project, the Consultant shall prepare a comprehensive design schedule, based on the Department's overall Schedule of Services for the Project.

The design schedule shall be presented in the Department's required format and shall be prepared using MS Project latest version. The design schedule shall be provided to the Department on CD ROM or jump drive device upon request. The design schedule shall include all milestones identified in the Department’s overall schedule for the Project, and shall identify deadlines for information exchange and decision-making, major meetings, progress and end-of-phase document submissions, Department review/approval periods, submission for approval of authorities having jurisdiction, and value engineering sessions or other major activities as are appropriate to the Project.

8.1 Maintenance and Update of Design Schedule: The Consultant shall continuously monitor the design schedule for services for a Project and shall notify the Department of actions required to maintain the schedule. The Consultant shall update the design schedule for the Project at each Project meeting.

Milestones may be modified only with the approval of the Department. The Consultant is not responsible for changes to the design schedule occurring due to matters outside the control of Consultant and/or its sub-consultants.

9. INITIATING PHASE

9.1 Programming and…