TEXAS WOMAN'S UNIVERSITY AND ABC Design Firm

Transcription

1 PROFESSIONAL SERVICES AGREEMENT BETWEEN TEXAS WOMAN'S UNIVERSITY AND ABC Design Firm This Agreement made the (spell out day ) day of Month, Year, by and between TEXAS WOMAN'S UNIVERSITY, Denton, Texas, hereinafter called the OWNER, and ABC Design Firm, Address, hereinafter called ARCHITECT/ENGINEER, duly licensed by the laws of the State of Texas to practice architecture and/or engineering in the State of Texas, hereby agree as follows: 1.1 DESCRIPTION ARTICLE 1 THE PROJECT 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 as: hereinafter called PROJECT. 1.2 BUDGET TEXAS WOMAN S UNIVERSITY 456 Front Street TWU PROJECT NO. DE ABC a The Project Budget is determined by the Owner and includes all costs for design, construction, and related management costs and shall not exceed $ except as provided herein. 1.2b The Construction Cost Limitation for the Project is $, extended to the forecast point in time of competitive bidding, herein identified as SECOND QUARTER OR 1.2b The Construction Cost Limitation for the Project is $, which includes $ for building construction and $ for furniture, fixtures, equipment, and technology infrastructure, extended to the forecast point in time of competitive bidding, herein identified as SECOND QUARTER For all purposes of this Agreement, the following definitions shall apply: ARTICLE 2 DEFINITIONS 2.1 AGREEMENT shall include this document and all attachments hereto. 2.2 PROJECT BUDGET shall mean the Owner's estimate of the total project cost from inception to turn-over to the ultimate user. 2.3 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. 2.4 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. 2.5 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. 2.6 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. Page 1 of 15

2 2.7 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. 2.8 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. 2.9 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 project design schedule. Drawings and specifications developed to that point in design progress and the estimated construction cost shall be furnished to the Owner as required DESIGN shall mean and include all Architect/Engineer services for schematic design, design development, and Construction Contract Documents phases DIRECT PERSONNEL EXPENSES shall include direct compensation paid for 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. Compensation, as used herein, shall include other mandatory and customary benefits such as insurance, social security contributions, sick leave, holiday or vacation pay, pensions, and similar benefits. See Paragraph OWNER is Texas Woman s University ARCHITECT/ENGINEER is (ABC Design Firm) 2.14 PROJECT MANAGER is an employee of the Architect/Engineer s firm that is the primary contact for project related matters between Architect/Engineer and Owner PROJECT ARCHITECT is an employee of the Architect/Engineer s firm responsible for design documentation, inclusion and coordination of consultant s documentation PROGRAM MANAGEMENT FIRM is a separate consultant under direct contract with the Owner to provide services related to this project including coordination of design, proposal, construction, and commissioning 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. ARTICLE 3 ARCHITECT/ENGINEER SERVICES The Architect/Engineer's Services shall consist of all services described in this Article 3 and hereinafter in this contract. 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 his designated 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 limitations stated above and project scope stated in Attachment B INITIAL SERVICES 3.1.1a 3.1.1b 3.1.1c 3.1.1d The Architect/Engineer shall consult, to the extent necessary or reasonably required by the Owner, with designated representatives of TEXAS WOMAN'S UNIVERSITY relative to the programming, design and construction of the Project. 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. The Architect/Engineer shall designate in writing a Principal, a separate Project Manager who shall, so long as his performance continues to be acceptable to the Owner, remain in charge of the architectural and engineering 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 the consultants documentation. Upon approval of consulting or associated engineers by the Owner, a representative of the consulting or engineering firm 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. The Architect/Engineer shall contract for or employ, at his expense, the consultants for design of the Project, including civil engineers, architects, structural engineers, mechanical engineers, electrical engineers, and landscape architects licensed as such by the State of Texas. The Architect/Engineer shall submit for approval by the Owner the recommended consultants for each professional element of service of the Project, but the Architect/Engineer will be responsible for the work of the consultants. Nothing in the foregoing requirement or procedure shall create any contractual relationship between the Owner and any consultants employed by the Architect/Engineer under the terms of this Agreement. Refer to Attachment A for the list of consultants. Page 2 of 15

3 3.1.1e 3.1.1f 3.1.1g 3.1.1h 3.1.1i 3.1.1j 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. The Architect/Engineer shall perform all the 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. The Architect/Engineer shall identify, interpret and apply the design requirements of all applicable codes, laws, ordinances, regulations, and restrictions. 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 a principal, Project Architect and other representatives including approved consultants, as deemed necessary. Not used. The Architect/Engineer shall: (a) (b) (c) (d) (e) (f) furnish all labor and equipment and provide all of the materials required to complete the Architect/Engineer s services; 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; properly perform all of Architect/Engineer s services specified herein subject to the standard of care given; 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. 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. the Architect/Engineer shall adhere to latest TWU Procedural Guide and Design Standards. 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 SCHEDULE OF SERVICES 3.1.2a 3.1.2b 3.1.2c 3.1.2d Promptly after the execution of the Agreement and the pre-design conference, the Architect/Engineer shall prepare and submit for approval to the Owner a schedule (in progress 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. 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 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. The schedule shall accommodate periodic Owner design, system, conceptual, constructability, and FF&E reviews. Work by the Architect/Engineer shall not proceed to the next succeeding design phase without written Notice to Proceed from the Owner. 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, a schedule of services by major activity to be undertaken by the Architect/Engineer during the construction stage. The general description of the requirements for the design stage progress chart for services, stated in Paragraph 3.1.2a above, shall apply to this schedule PROGRAMMING 3.1.3a 3.1.3b 3.1.3c 3.1.3d 3.1.3e 3.1.3f The Architect/Engineer shall provide representatives to meet with the Owner s representatives and its program consultant, as applicable, for the purpose of determining the comprehensive facilities program. The Architect/Engineer or the owner s program consultant, as applicable, shall have each University participant sign and date approvals for their respective areas of responsibility for each program space. The program must include non-programmed space for student enhancement areas, i.e. study areas, commuter lounges, food service, gathering spaces, etc. Each programmed space and comprehensive building should address energy/mechanical loads and represent life-cycle sensitivity, ease of access, maintenance, durability, and longevity. The Architect/Engineer or the owner s program consultant, as applicable, shall publish a draft program and provide six (6) copies for review by the Owner and his designated representatives. The Architect/Engineer or the owner s program consultant, 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. Page 3 of 15

4 3.1.4 CONCEPTUAL DESIGN 3.1.4a 3.1.4b 3.1.4c 3.1.4d The Architect/Engineer shall establish a Cost Model that establishes a ratio for each major building category and system. This Cost Model is the basis for all future Statements of Probable Cost. The Owner will introduce the Program Manager as an integral member of the Project team. From this point forward the Architect/Engineer will include the Program Manager in all official correspondence between Architect/Engineer and Owner. After review and acceptance of the Final Program Document by the Owner and his designated representatives, the Architect/Engineer will conduct a Charette on the designated TWU campus for the purpose of finalizing and selecting a conceptual design direction for the project. The Architect/Engineer shall incorporate the input from the Charette participants and present the approved concept to the Owner for review and approval 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: 3.1.5a 3.1.5b 3.1.5c 3.1.5d 3.1.5e 3.1.5f 3.1.5g Use the Final Program Document and approved Conceptual Design to begin Schematic Design. Prepare schematic design studies consisting of analysis, drawings, building system analysis, calculations, and preliminary code requirements. Evaluate mechanical and structural systems to present options for review and approval by the Owner. Present five (5) sets of the schematic design documents and system selection for review by Owner. Submit the above information to the Program Manager for review and cost estimate. Conduct a cost estimate based on the current area, volume or other unit cost. Submit to the Owner a Statement of Probable Cost h 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 DESIGN DEVELOPMENT PHASE SERVICES Upon receipt of the Owner's written notice to proceed with the design development phase, the Architect/Engineer shall: 3.1.6a Review the A/E estimates with the Owner. 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. OR 3.1.6a 3.1.6b 3.1.6c 3.1.6d 3.1.6e 3.1.6f 3.1.6g 3.1.6h Prepare and submit for the owner s review, estimates from the Architect/Engineer for comparison with estimate and the Program Manager s. The Architect/Engineer shall resolve or plan to resolve the variance to the Owner s satisfaction prior to receiving the Notice to Proceed for the next phase. 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. Submit the civil structural, mechanical, electrical, plumbing, and landscaping plans that represent the concise information and calculations utilized to finalize the design. Provide all design calculations in a bound report for review by the Owner and his designated representatives. Provide all construction and design details to a stage and degree that allow a full constructability and design adherence review. 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. 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. 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. Page 4 of 15

5 3.1.6i 3.1.6j 3.1.6k 3.1.6l 3.1.6m 3.1.6n Not Used. Submit to the Owner a Statement of Probable Cost at conclusion of Design Development Phase. Submit a completed Design Development Package to the Program Manager for review and cost estimate. Not Used At predetermined stages, to be identified during the project scheduling, the Architect/Engineer shall coordinate the structural system of the new education building with the structural system of the adjacent garage in design concurrently with the design of this project by a separate design consultant under contract to another owner. At predetermined stages, which may or may not coincide with the structural review, the Architect/Engineer shall review, coordinate, and assure compatibility of the exterior façade design of the adjacent garage performed by a separate design consultant under contract to another owner CONSTRUCTION CONTRACT DOCUMENTS 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: 3.1.7a Submit the Architect/Engineer s cost estimate for the Owner s review. The Owner will compare the Architect/Engineer s estimate with the Program Manager s cost estimate. The Architect/Engineer shall resolve or plan to resolve the delta to the Owner s satisfaction prior to receiving the Notice to Proceed. OR 3.1.7a Submit to the Owner the cost estimates. The Owner will review and compare the estimates from the Architect/Engineer. The Architect/Engineer shall resolve the variance to the Owner s satisfaction prior to receiving the Notice to Proceed 3.1.7b 3.1.7c 3.1.7d 3.1.7e 3.1.7f 3.1.7g 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. All drawings shall be prepared on sheets 30 x 42 size (trimmed) and all project manual shall be prepared in bound form. Provide a color schedule and samples of textures and finishes of all materials in the Project for review and approval of the Owner. Provide a list of fixed and installed equipment to include the type/size, location and quantity, to the Owner for its review and approval. 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 at 50% and 100% reviews. Prepare and submit for the Owner's approval a written final opinion 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 PROPOSAL PHASE SERVICES Upon receipt of the Owner's written notice to proceed, the Architect/Engineer shall assist the owner and/or owner s representative (i.e. Program Manager) in the solicitation of competitive sealed proposals; said solicitation to be by the Owner, and the Architect/Engineer shall: 3.1.8a Furnish and distribute the following amounts of sets of Construction Documents (plans and project manual): (a) (b) (c) One (1) full size and six (6) half size sets of drawings and six (6) sets of the project manual to the Owner at the time documents are released for proposals; Make arrangements with a print service for offerers 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. Six (6) sets of Construction Documents shall be furnished to Plan Services, as determined by the Architect/Engineer with Owner approval b 3.1.8c Prepare and issue addendums to the Construction Contract Documents, including drawings when appropriate, as may be required to clarify or interpret the Documents. Attend the mandatory pre-proposal conference, and the scheduled proposal opening. Page 5 of 15

6 3.1.8d 3.1.8e 3.1.8f Assist the Owner with the review, evaluation, and recommendations for award of the Construction Contract. Be responsible for the final opinion of probable construction cost prepared before proposal opening. If the estimated construction cost for the final design and specifications (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 3.1.8f below: If the final opinion 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: (a) give written approval of an increase in the construction cost portion of the project budget; or, (b) 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. (c) 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 opinion of probable construction cost to be within the adjusted construction cost portion of the project budget; or, (d) negotiate with best value offerer; or, (e) abandon the project, in which case the appropriate part of the Architect/Engineer fee to be paid for the design stage of work CONTRACT ADMINISTRATION PHASE SERVICES Upon award of the Construction Contract by the Owner, the Architect/Engineer shall: 3.1.9a 3.1.9b Provide all the administrative services set forth in these Contract Documents and as required by the Construction Contract Documents to permit timely prosecution of the construction work. Furnish to the Owner and/ or its representative four (4) additional half size sets of Contract Documents complete with all addendums issued during the bidding which are in suitable condition for use during construction. (These sets may be those previously issued to offerers or Plan Services, except that no marks or notations or other defacements shall be permitted.) Furnish to the successful contractor up to twenty (20) sets of Construction Documents and one (1) set of the drawings in reproducible form (sepias) for his use in constructing the project c 3.1.9d 3.1.9e 3.1.9f 3.1.9g 3.1.9h Prepare and submit for approval by the Owner the schedule of services hereinbefore described under Paragraph 3.1.2d. 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 Contract Documents. However, the Architect/Engineer shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. These visits shall be performed by an experienced and qualified professional. The Architect/Engineer shall use reasonable diligence to detect defects and deficiencies of the work of the Contractor and to recommend in writing to the Owner and/or owner s representative the disapproval or rejection of work as failing to conform to the Contract Documents. The Architect/Engineer shall notify in writing the Construction Contractor and the Owner and/or owner s representative 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 oher important items by the submission of written reports not less often than once a month. 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. 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. 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. 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 manor. The Architect/Engineer shall prepare Construction Change Owner s Contingency Authorization (CCOCA) forms for each change proposal accepted by the Owner. Page 6 of 15

7 3.1.9i 3.1.9j 3.1.9k 3.1.9l 3.1.9m 3.1.9n 3.1.9o 3.1.9p 3.1.9q 3.1.9r 3.1.9s 3.1.9t 3.1.9u 3.1.9v 3.1.9w 3.1.9x 3.1.9y Review and approve or take other appropriate action upon Contractor s submittals such as Shop Drawings, Product Data and Samples. The action 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 contractor. Never obligate the Owner to changes without the Owner s written approval. 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. Analyze and advise the Owner as to the information received in test reports, test methods, materials, equipment, and systems. Not Used. Make all necessary revisions to the Construction Contract Documents to correct errors, conflicts, omissions, or deficiencies. Review and advise the Owner as to the acceptability of substitutions proposed by the Construction Contractor. Not Used. 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. Provide a list of fixed and installed equipment to include the type/size, location and quantity, to the Owner for review and approval. Provide technical assistance to and design interpretation of the Construction Contract Documents for the construction inspectors/observer employed by the Owner and advise said personnel of all decisions rendered or recommendations made. The Owner's representative shall be notified immediately of any instructions given to the Contractor. All instructions which result in revisions to or change in scope of the work shall be promptly confirmed in writing by the Architect/Engineer with copies to all parties concerned. 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 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. 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. 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. 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 Contract Documents. 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. The Architect/Engineer shall advise in writing and consult the Owner on significant matters related to performance under the Construction Contract Documents. 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 blue lines 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 2010.DWG format as well as Adobe.PDF format, Project Manual in Microsoft Word 2007 as well as Adobe.PDF format. The Compact Disk (CD) shall contain the following: (a) 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. (b) Electronic.PDF files of the Record Drawings. Save the files in designated folder labeled PDF. (c) A copy of the Project Manual saved in both Microsoft Word and Adobe.PDf. Save Project Manual in a folder labeled Project Manual and in that folder there will be sub-folders named for each DIVISION of the Project Manual and respectively all SECTIONS will be saved in their Division folders. Page 7 of 15

8 OTHER RESPONSIBILITIES OF ARCHITECT/ENGINEER a b c d e 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. 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. This Agreement shall be governed by the laws of the State of Texas. 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. 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 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: (1) may be directed by the Owner pursuant to Paragraph 3.1.8f.; (2) corrections of design errors or omissions; (3) changes initiated by the Architect/Engineer and/or owner representative and; (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 default 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. 4.8 Providing service during or after one year Contractor guarantee period. 4.9 Providing services as an expert witness in connection with any public hearing, arbitration proceeding or the proceedings or a court Providing services to process and evaluate claims made by the Contractor which are not the fault of the Architect/Engineer Providing coordination of professional consultants for additional services above and beyond scope of work. Page 8 of 15

9 ARTICLE 5 OWNER RESPONSIBILITIES The Owner shall: 5.1 Designate a representative or representatives authorized to act in its behalf with the Architect/Engineer. 5.2 Examine or cause its 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. 5.3 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. 5.4 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 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 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. 5.5 Furnish all available 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 rely upon the accuracy of the information provided. 5.6 Furnish structural, mechanical, chemical, and other laboratory tests, inspections, and reports as required by law or the Construction Contract Documents. 5.7 Be represented at the site from time to time by an employee or other 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 Agreement. 5.8 Provide construction representatives as described under applicable sections of Paragraph as the Owner may deem advisable. 5.9 Give prompt written notice thereof to the Architect/Engineer if the Owner or its 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 Provide necessary forms: i.e., contracts, bonds, general conditions of the contract, supplementary general conditions, and advertisement for bids (as the Owner may require) Furnish information required as expeditiously as necessary for the orderly progress of the Work Furnish any paragraphs or sections that the Owner may desire incorporated in the specifications Notify the Architect/Engineer, in writing, of apparent deficiencies in materials, workmanship, or equipment and systems during Construction Contractor's guarantee period Nothing in this Agreement nor any act or failure to act on the part of the Owner shall be construed as a waiver of claim by the Owner for any defects or deficiencies in the drawings and specifications or as an assumption of any responsibility of the Architect/Engineer under this Agreement. ARTICLE 6 CONSTRUCTION COST 6.1 Construction cost does not include the fees of the Architect/Engineer and his consultants, the Owner's management costs and expenses or allowances and the construction contingency established by the Owner. 6.2 The Architect/Engineer is responsible to maintain adequate control throughout the design work of the Statements of Probable Cost of the entire project in an effort to see that the construction cost limitation is not exceeded. The Architect/Engineer may establish a design contingency or such other cost growth factor for design development within the construction cost limitation, as deemed necessary to permit development of final design within this limitation. The Architect/Engineer shall submit a full scope and detailed Statement of Probable Cost for the construction contract work for the entire project at the intervals called for herein. The Architect/Engineer shall prepare and submit a final Statement of Probable Cost prior to releasing the Construction Documents to the offerers. 6.2a The format and detailed content of the Statement of Probable Cost shall be approved by the Owner. Said Statement of Probable Cost shall include the major categories of work for the entire project and shall be detailed under each category to show the individual items of work in both quantity and unit cost for labor and materials which are to be directly incorporated in the Work by the Construction Contractor. Statement of Probable Cost summaries shall show the above direct quantity-cost by major categories of work and such indirect costs as appropriate by separate identification to estimate the project construction cost which the Owner may expect at the time of competitive sealed proposal. 6.2b The final Statement of Probable Cost prepared and submitted by the Architect/Engineer and any specialized firm employed by the Architect/Engineer shall be a continuation and expansion of previous estimates prepared and submitted. Page 9 of 15

10 6.3 If the best value competitive sealed proposal exceeds the latest approved (final) estimated construction cost, the Owner may, at its discretion and decision, exercise one or more of the alternatives of Paragraph 3.1.8e and Paragraph 3.1.8f of Article 3. ARTICLE 7 COMPENSATION The Owner shall compensate the Architect/Engineer in accordance with the terms and conditions of the Agreement, as follows: 7.1 The fee for the services as outlined in the agreement is Not-To-Exceed fixed fee of $ 7.2 Reimbursable expenses shall not exceed $ and be qualified by Paragraph Texas Woman s University will issue a Purchase Order for the total amount of $ established by Paragraph 7.1 and Paragraph a Additional services which will affect the Purchase Order amount must have prior approval from Owner. 7.4 For Architect/Engineer s extra services as described in Article 4, a fee computed as follows: 7.4a Principals' time at the fixed rate of xx seventy-five xxx dollars ($xxx) per hour. For the purpose of this Agreement, the principals are: Principals Name 7.4b Employees' time (other than principals) at a rate as indicated below: (Shown is an Example) xproject Manager xproject Architect xarchitect xtechnical $xx per hour $xx per hour $xx per hour $xx per hour 7.4c The primary consultants as established in Attachment A are included in the base fee as established in Paragraph 7.1 and Paragraph d Services of professional consultants above and beyond those included in base fee as defined in Paragraph 7.4c shall be billed at a multiple of one and 10/100 ( 1.1 ) times the amount billed to the Architect/Engineer for such services. 7.4e Services of professional consultants for additional work not in scope of work shall be billed at a multiple of one and 10/100 (1.1) times the amount billed to the Architect/Engineer for such services. 7.5 It is agreed and understood that the Architect/Engineer shall have experienced and qualified personnel for the design and engineering of the structural, mechanical, and electrical design necessary for the complete project. The Owner reserves the right to reject any of such persons or firms the Owner may deem not qualified or competent to provide such services. Such pay or compensation and expenses associated therewith as will be required to be paid to these persons or firms shall be paid by the Architect/Engineer out of the fees provided for in this Agreement, and the Owner accepts no responsibility whatsoever for any such person or firm. 7.6 For Architect/Engineer reimbursable expenses, approved and agreed to by the Owner prior to incurring same, compensation shall be made by the Owner only for the following incidental expenses after submission of a request for payment of same: 7.6a Printing for in-office use by Architect/Engineer shall be at the Architect/Engineer s expense. Printing costs for design presentations and required reviews and for Bidding and Construction Documents and Owners record sets shall be invoiced at a multiple of one and 10/100 (1.1) times the amount billed to the Architect/Engineer for such services. 7.6b Fees for special consultants, as authorized and approved in advance by the Owner for other than for other than those listed in Attachment A as part of the team; or other services specifically agreed to in writing or included herein at a multiple of one and 1/10 (1.1) times the amount billed to the Architect/Engineer. 7.6c Records of the Architect/Engineer direct personnel, consultant, and reimbursable expenses pertaining to the project shall be kept on a generally recognized accounting basis and shall be available to the Owner or his authorized representative at mutually convenient times. 7.6d. Expense of reproductions, postage and handling of Drawings, Specifications and other Documents, over and above those required under Basic Services, but excluding reproductions for the office use of the Project Architect/Engineer and the Project Architect/Engineer s consultants. 7.6e Expense of models and professional renderings by a consultant requested by Owner. 7.6f Expense of any additional insurance coverage or limit, excluding professional liability and errors and omissions insurance required under Basic Services of this contract, requested by the Owner in excess of that normally carried by the Architect/Engineer and the Architect/Engineer s consultants. 7.6g is a state agency and therefore exempt from sales taxes. A tax exempt statement is provided on the back of the Purchase Order for services. 7.6h Out of State travel. Page 10 of 15

11 7.7 In no case shall the maximum total fee paid to the Architect/Engineer exceed the expenditure limitation established by the State of Texas for Prime Design Professional Services for the Construction Cost Limitation as defined in Article 1.2b. 7.8 Architect/Engineer shall be reimbursed for approved courier services and TDLR/TAS review and inspection fees at a multiple of one and ten/100 (1.1) times the amount billed to the Architect/Engineer. ARTICLE 8 SCHEDULE OF PAYMENTS Payments on account of the Architect/Engineer's basic services shall be made monthly in proportion to the services performed to increase the compensation for basic services to the following maximum percentages of the basic fee at the completion of each of the phases of work. 8.1 The following cumulative payment percentages shall apply: 8.1.1a Programming Stage 10% 8.1.1b Schematic Design Phase.. 20% 8.1.1c Design Development Phase. 40% 8.1.1d Construction Contract Documents Phase.. 75% 8.1.1e Proposal Stage (Award of Construction Contract).80% 8.1.1f Construction Stage through acceptance by Owner and receipt of record drawing reproducibles (monthly payments in increments based on progress to completion)..100% 8.2 Payments for extra services of the Architect/Engineer as defined in Article 4, for reimbursable expenses as defined in Paragraph 7.6, shall be made monthly upon presentation of the Architect/Engineer's Statement of Services Rendered which shall be reviewed and approved by the Owner for payment. 8.3 No deductions will be made from the Architect/Engineer's compensation on account of penalty, liquidated damages, or other contractual retainages withheld from payments to Construction Contractor. ARTICLE 9 TERMINATION OF AGREEMENT The provisions for termination of the Agreement are as follows: 9.1 The Owner reserves and has the right and privilege of canceling, suspending or abandoning execution of all or any work in connection with this Agreement at any time upon written notice to the Architect/Engineer. The Architect/Engineer may terminate this Agreement upon seven days written notice to the Owner only if the Owner substantially fails to perform obligations under Article 5 of this Agreement, and after adequate written notice is delivered to Owner so that Owner can correct the problem. 9.1a In the event of termination, the Owner shall pay to the Architect/Engineer as full payment for all services performed and all expenses incurred under this Agreement, the appropriate portion of sum due under Paragraph 7.1 and as specified under Article 8 as shall have become payable because of the progress in the Work as the services actually rendered hereunder by the Architect/Engineer bear to the total services necessary, plus any sum due the Architect/Engineer for extra services described under Article 4 herein which were previously approved by the Owner. 9.1b In ascertaining the services actually rendered hereunder up to the date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other related documents, whether delivered to the Owner or in possession of the Architect/Engineer and to authorized and approved reimbursable expenses as herein described in Paragraph c For any said sum paid under this Article, and agreed to by the Owner and the Architect/Engineer, the Architect/Engineer agrees to accept same in full settlement of all claims for services rendered under this Agreement provided that sums paid under this Article are clearly noted as such. 9.2 If, upon payment of the amount required to be paid under this Article following the termination of this Agreement and upon provision of a letter to the Architect/Engineer indemnifying him from any and all liabilities related to the use and/or modification of the documents by the Owner or Owner s representatives, the Owner thereafter should determine to complete the original project or, substantially, the same project without major change in scope; the Owner, for such purposes, shall have the right of utilization of any and all original tracings, drawings, Cad files, calculations, design analysis, specifications, estimates, related data, and other documents including Construction Contract Documents, prepared under this Agreement by the Architect/Engineer who shall make them available to the Owner upon request, with compensation to the Architect/Engineer limited to actual reproduction costs Page 11 of 15