Draft Agreement Between Owner and Project Architect
Total Page:16
File Type:pdf, Size:1020Kb
DRAFT AGREEMENT BETWEEN OWNER AND PROJECT ARCHITECT This Agreement is made as of , 20____ (the “Effective Date”) MD ANDERSON AGREEMENT No._________________ By and between The Owner: The University of Texas M. D. Anderson Cancer Center c/o Facilities Planning, Design, and Construction 6900 Fannin, Suite 1010 Houston, Texas 77030 and Project Architect: for the following Project: Bastrop – Comparative Medicine and Research Building (CMRB Expansion MD Anderson Project Number: FPDC-150524 Construction Delivery Method: Construction Manager at Risk The Owner and the Project Architect agree as follows: This form of agreement is for Architectural services on projects that use a Owner/Architect/Contractor- CM delivery method (e.g. Competitive Sealed Proposal or Construction Manager at Risk). It has been prepared by the Office of General Counsel for the University of Texas System for use on U.T. System projects and its legal terms should not be altered without the approval of the Office of General Counsel. Use this form for all appropriate U.T. System projects after April 1, 2005. Issued March 31, 2005, Rev. 3-28-09 mgm - 1 - (MDA Rev. 2013 08 19) ses TABLE OF CONTENTS 13.12 Appointment ARTICLE 13.13 Dispute Resolution 13.14 Notices 1 PROJECT ARCHITECT’S SERVICES 13.15 Authority to Act AND RESPONSIBILITIES 13.16 Counterparts 1.1 Basic Services 1.2 Schematic Design Phase 14 OTHER CONDITIONS OR SERVICES 1.3 Design Development Phase 14.1 Basic Services 1.4 Construction Document Phase 14.2 Additional Services 1.5 Bidding and Proposal Phase 14.3 Owner Provided Services 1.6 Construction Phase – Administration of 14.4 Basis of Compensation the Construction Contract 14.5 Progress Payments 1.7 Additional Services 14.6 Review Stages 1.8 Time 14.7 Construction Cost Estimates 14.8 Review Documents 2 OWNER’S RESPONSIBILITIES 14.9 Partnering 14.10 Design Software Standards 3 CONSTRUCTION COST - DEFINITION 14.11 Space Planning Documents 4 DIRECT SALARY EXPENSE 5 REIMBURSABLE EXPENSES 15 AMENDMENTS TO THE AGREEMENT 6 BASIS OF COMPENSATION BETWEEN OWNER AND PROJECT ARCHITECT 6.1 Basic Services Fee WHEN USING THE CONSTRUCTION MANAGER AT 6.2 Fees for changes in Project Scope RISK PROJECT DELIVERY METHOD 6.3 Fees for Change Order Services 6.4 Additional Services 6.5 Reimbursable Expenses LIST OF EXHIBITS 7 PAYMENTS TO THE PROJECT ARCHITECT Exh.A Pre-Design Phase Documentation 7.1 Payments for Basic Services Requirements 7.2 Payments for Additional Services and Exh.B Project Milestone Schedule Reimbursable Expenses Exh.C Personnel Titles and Hourly Rates 7.3 Payments Withheld Exh.D Statement For Architectural/Engineering 8 PROJECT ARCHITECT ACCOUNTING Services RECORDS Exh.E Anticipated Pre-Design Phase Deliverables Exh.F Owner’s Commissioning Requirements 9 OWNERSHIP AND USE OF DOCUMENTS Exh.G Owner’s Building Information Modeling Requirements 10 TERMINATION OF AGREEMENT Exh.H Policy on Utilization, Historically 11 SUCCESSORS AND ASSIGNS Underutilized Businesses Attachment 1 to Exhibit H—HUB 12 EXTENT OF AGREEMENT Subcontracting Plan 13 MISCELLANEOUS PROVISIONS Exh I Additional Services Proposal Form 13.1 Captions Exh J Adjustment to Basic Services Compensation 13.2 Governing Law Exh K Project Scope Summary Questionnaire Form 13.3 Waivers Exh L Rider 105-Contractor’s Affirmations 13.4 Severability Exh M Rider 106-Premises Rules 13.5 Independent Contractor Exh N Rider 107-Travel Policy 13.6 Child Support Certification Exh O Rider 117 – Institutional Policies 13.7 Eligibility Certification Exh P Owner’s Design Guidelines 13.8 Franchise Tax Certification Exh Q Execution of Offer 13.9 Payment of Debt or Delinquency to the State Exh R Architect / Engineer Fee Schedule 13.10 Loss of Funding Exh S Sales Tax Exemption Form 13.11 Proprietary Interests Issued March 31, 2005, Rev. 3-28-09 mgm - 2 - (MDA Rev. 7-01-2009) Article 1 Project Architect’s Services and Responsibilities The Project Architect shall provide the usual and customary Basic Services necessary and reasonably inferable to complete the Project and each phase of the project described in Paragraphs 1.2 through 1.6, below, along with any Additional Services requested by the Owner. 1.1 Basic Services 1.1.1 Basic Services. The Project Architect’s Basic Services included all disciplines identified in Article 14 and all related usual and customary design, consultant, and other services necessary and reasonably inferable to complete the Project, or any phase of the Project, in accordance with the Owner’s requirements and the terms of this Agreement. 1.1.2 The Pre-Design Report (see Article 2) shall set forth the intended project scope and character along with the anticipated Project Schedule and the Preliminary Project Cost. It is the Project Architect’s responsibility to review and understand the requirements of the Pre-Design Report and to perform its professional services so as to achieve those objectives. 1.1.3 The Construction Cost Limitation (CCL) for this Project is specified in Article 14 and means the maximum amount that the Owner is willing to pay to a Contractor for the construction of the Project. The Construction Cost Limitation includes all costs for constructing the Project, and includes, without limitation, reasonable allowances for the Contractor’s overhead, profit and general conditions, the cost of labor and materials furnished by the Contractor and any equipment which has been shown in the plans, specified, and specially provided for by the Project Architect. The Construction Cost Limitation does not include compensation to the Project Architect and the Project Architect’s consultants, the Owner’s Construction Contingency, the Owner’s Special Cash Allowance, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner as provided in Article 2. The Project Architect is responsible for managing the design of the Project so that the Project does not exceed the Construction Cost Limitation. 1.1.4 The Owner may require the Project Architect to provide services for the Project in multiple stages or parts identified as Construction Contract Stages (CCS). Each CCS shall have a unique Sub-Construction Cost Limitation (SCCL). The Project Architect is responsible for managing the design of each CCS so that its construction does not exceed the SCCL. The Project Architect is responsible for managing the design of the Project so that sum of all SCCLs does not exceed the Construction Cost Limitation. 1.1.5 The Project Architect shall manage the design of the Project to achieve the approved Pre- Design objectives, as set forth in the approved Pre-Design Report of scope and cost through completion and acceptance of Construction Documents phase. The Project Architect shall advise the Owner of any adjustments to the scope or quality of the Project necessary to comply with the Construction Cost Limitation during design development as part of Basic Services. 1.1.6 The Project Architect shall submit the names of all consultants, persons, or firms, which the Project Architect proposes to use in the execution of its services and shall provide the Owner with a fully executed copy of each contract or agreement that the Project Architect enters into with any consultant. The Project Architect is responsible for coordinating the work of all of its consultants to assure that their services are appropriate for and adequately incorporated into the design of the Project. The Owner reserves the right, in its sole discretion, to reject the employment by Architect of any consultant for the Project to which Owner has a reasonable objection. Architect, however, shall not be required to contract with any consultant to which it has a reasonable objection. Issued March 31, 2005, Rev. 3-28-09 mgm - 3 - (MDA Rev. 2013 08 19) ses 1.1.7 The Project Architect shall pay for its consultants’ services out of its fees. The Owner is not responsible for any consultant fees or costs unless expressly agreed to in writing. 1.1.8 The Project Architect agrees to allocate work to consultants that are historically underutilized businesses in accordance with the Policy on Utilization – Historically Underutilized Businesses, attached as Exhibit H. No changes to the HUB Subcontracting Plan may be made unless approved in writing by the Owner. While this Agreement is in effect and until the expiration of one year after final completion, the Owner may require information from the Project Architect, and may conduct audits, to assure that the Plan is followed. 1.1.8.1 Owner's expenditures under this Agreement will exceed $100,000. Project Architect has submitted a plan for the utilization of Historically Underutilized Businesses ("HUB") in accordance with Owner’s requirements. All HUB forms are attached hereto as Rider 104. Project Architect's interest in this Agreement (including Project Architect’s duties and obligations under this Agreement, and the fees due to Project Architect under this Agreement) may not be subcontracted, assigned, delegated, or otherwise transferred to a third party, in whole or in part, and any attempt to do so will (a) not be binding on Owner; and (b) be a breach of this Agreement for which Project Architect will be subject to all remedial actions provided by Texas law, including Chapter 2161, Texas Government Code, and 34 Texas Administrative Code (“TAC”) Chapter 20, §§20.101 – 20.108. The benefits and burdens of this Agreement are assignable by Owner. 1.1.8.2 Project Architect agrees to maintain business records documenting its compliance with the HUB Subcontracting Plan ("HSP") and to submit a monthly compliance report to Owner in the format required by Texas Procurement and Support Services Division of the Texas Comptroller of Public Accounts or any successor agency (collectively, “TPASS”). Submission of compliance reports will be required as a condition for payment under this Agreement.