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HomeMy WebLinkAbout86-92 .. , .' ., THE CORPORATION OF THE TOWN OF NEWCASTLE BY-LAW NUMBER 86- 92 being a By-law to authorize execution of an agreement with A. J. Diamond and Partners, Architects and Planners for the Provision of Architectural Services respecting the new municipal facility. THE COUNCIL OF THE CORPORATION OF THE TOWN OF NEWCASTLE HEREBY ENACTS AS FOllOWS: That the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Town of Newcastle and Seal with the Corporation Seal an agreement for the provision of Architectural Services between A. J. Diamond and Partners, Architects and Planners and the Corporation, a copy of which agreement is attached as Schedule "A". BY-LAW read a fi rst time this 4th day of July 1986 BY-LAW read a second time this 4th day of July 1986 BY-LAW read a third time and finally passed this 4th day 0 f July 1986. L~ ~j. MAYOR j~LvJCQ~~ CLERK I FI~e JNO._..___LQ:~;~;~._I_QQ_' , ....------'-"-""".._. ...~."'.._--.__..~ " .. . , Canadian Standard Form of Agreement Between Client and Architect RAIC Document 6 Agreement made as of the twenty-first day of February nineteen hundred and eighty-six. in the year of Between the Client: (Include name and address) Corporation of the Town of Newcastle 40 Temperance Street Bowmanville, Ontario LIe 3A6 and the Architect: (Include name and address) A.J. Diamond and Partners, Architects and Planners 2 Berkeley Street, Suite 600 Toronto, Ontario ~ISA 2W3 For the following Project: (Include detailed description of project location and scope) Newcastle Administrative Office Building (see Article 5.1) The Client and the Architect agree as set forth in the following terms and conditions. 16 January 1984 Edition .. . . 1 Definitions Project Budget Construction Budget Construction Cost Contract Contract Documents Contractor Subcontractor Substantial Performance The Work Place of the Work Prime Rate 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 The Project Budget is the Client's estimated total expenditure for the entire project. It includes tlle Construction Budget and all other costs to the Client for the project such as but not limited to profes- sional fees, costs of land, and rights of way, The Construction Budget is the Client's estimated Construction Cost including contingencies for cost increases. Construction Cost means the contract price( s) of all elements of the project designed or specified by or on behalf of the Architect, in- cluding all applicable taxes whether recoverable or not. Where there is no contract price for all or part of the project, the Construction Cost shall be the estimated cost at current market rates as deter- mined b\' the Architect. Construction Cost does not include the compens~tion of the Architect and the Architect's consultants, the cost of the land, or other. costs which are the responsibility of tlle Client. In the event that labour or material are furnished b\' the Client below market cost or when old materials arc re-used, the Construction Cost for purposes of establishing the fee is to be in- terpreted as the cost of all materials and labour necessary to com- plete the Work as if all materials had been new and if all labour had been paid for at existing market prices. The Contract is the agreement between the Client and the Contrac- tor for the provision of labour, materials and equipment for the ex- ecution of the Work by the Contractor and sets out their respective duties, responsibilities and obligations as prescribed in the Contract Documents and represents the entire agreement between all parties. The Contract supersedes all prior negotiations, representations or agreements, either written or oral, including the bidding documents. The Contract Documents consist of the executed agreement be- tween the Client and the Contractor, the general conditions of the Contract, the plans, sketches, drawings, graphic representations, specifications and sllch other documents as are identified in the agreement and the general conditions as constituting part of the Contract Documents. The Contractor is the person, firm, or corporation contracting with the Client to provide labour, materials and equipment for the exe- cution of the Work. 'C .... ;;:: '" ~ ~ \:; <::: r'-. -.. \.; -.. ~ e::: A Subcontractor is a person, firm, or corporation contracting with the Contractor to perform a part or parts of the Work included in the Contract, or to supply products worked to a special design according to the Contract Documents. Substantial Performance of the Work is as defined in the lien legis- lation applicable to the place of the project. If such legislation is not in force or does not contain such definition, Substantial Performance shall have been reached when the Work is ready for use or is being used for the purpose intended and is so certified by the Architect, The Work means the total construction and related services required by the Contract Documents. The Place of the Work is the designated site or location of the project of which the Work may be the whole or a part. · Prime Rate means the lowest rate of interest quoted by chartered banks to the most credit worthy borrowers for prime business loans as determined and published by the Bank of Canada. '0 -. 1s- l"'l < ~. Responsibilities 2 The Architect's basic servi<;es consist of the five phases described in 2.1.1 Article 2.1 paragraphs 2.1.2 through 2,1.26 and include normal structural, Architect's mechanical and electrical engineering services. Basic Services The Architect shall study the program of requirements furnished by 2.1.2 Schematic the Client and shall study the characteristics of the site. Design Phase The Architect shall review and comment on the Client's Construc- 2.1.3 tion Budget in relation to the program of requirements. The Architect shall review with the Client alternative approaches to 2.1.4 the design of the project and the types of construction contracts. Based on the mutually agreed upon program of requirements and 2.1.5 Construction Budget, the Architect shall review all applicable stat- utes, regulations, codes and by-laws and where necessary review the same with the authorities having jurisdiction and then prepare for the Client's review and approval schematic design documents to il- lustrate the scale and character of the project and how the pans of the project functionally relate to each other. The Architect shall prepare and submit to the Client an estimate of 2.1.6 Construction Cost based on current area, volume or other unit costs. Based on the approved schematic design documents and approved 2.1.7 Design estimate of Construction Cost, the Architect shall prepare, for ap- Development proval by the Client, design development documents consisting of Phase drawings and other documents appropriate to the size of the project to fix and describe the size and character of the entire project as to the architectural, structural, mechanical, and electrical systems, ma- '0 terials and such other elements as may be appropriate. ... ;;: ... The Architect shall prepare and submit to the Client for approval a 2.1.8 =: ~ revised estimate of the Construction Cost. 0 The Architect shall continue to review all applicable statutes, regu- 2.1.9 ~ lations, codes and by-laws in relation to the design of the project. Based on the approved design development documents and ap- 2.1.10 Construction proved estimate of Construction Cost, the Architect shall prepare, Documents for approval by the Client, construction documents consisting of Phase drawings and specifications setting forth in detail the requirements for the construction of the project. The Architect shall advise the Client of any adjustments to previous 2.1.11 estimates of Construction Cost indicated by changes in requirements or general market conditions, The Architect shall advise the Client on the bidding documents. The 2.1.12 Client shall direct the Architect in the preparation of the necessary bidding information, bidding forms, conditions of the Contract and the form of Contract between the Client and the Contractor. '0 The Architect shall review all statutes, regulations, codes and by-laws 2.1.13 ..... ~ applicable to the design and where necessary review the same with f\') the authorities having jurisdiction in order that the required con- sents, approvals, licences and permits necessary for the project can be applied for and obtained. .. Bidding or Negotiation Phase Construction Phase - Contract Administration 2.1.14 The Architect, following the Client's approval of the construction documents and of the latest estimate of the Construction Cost, shall assist'and advise the Client in obtaining bids or negotiated proposals and in awarding and preparing contracts for construction. 2.1.15 During the construction phase - contract administration, the Ar- chitect shall be a representative of the Client, shall advise and consult with him and shall have authority to act on his behalf to the extent provided in this agreement, and shall at all times have access to the Work wherever it is in preparation or progress. All instructions to the Contractor shall be forwarded through the Architect. 2.1.16 The Architect shall carry out the general review of the Work at in- tervals appropriate to the stage of construction which the Architect considers necessary to determine if the Work is in general confomlity with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the Ar- chitect's general review of the Work, the Architect shall keep the Client informed of the progress and quality of the Work and shall endeavour to guard the Client against defects and deficiencies in the Work of the Contractor, but the Architect shall not be responsible for identifying defects or deficiencies in the Work which are not reasonably apparent or visible at the time of such general review and which result from the Contractor's failure to carry out the Work in accordance with the Contract Documents. - 2.1.17 The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the acts or omissions of the Contractor, Subcontractors, or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 2.1.18 The Architect shall determine the anlounts owing to the Contractor based on observations at the site and on evaluations of the Contrac- tor's application for payment, and shall issue certificates for payment in such amounts, as provided in the Contract Documents. The issu- ance of a certificate for payment shall constitute a representation by the Architect to the Client, based on the Architect's observations at the site as provided in paragraph 2.1.16 and on the data comprising the Contractor's applications for payment, that the Work has pro- gressed to the point indicated; that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in ac- cordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. Such certification is sub- ject to: (a) general review and evaluation of the Work as it progresses for general conformity with the Contract Documents. (b) the results of any subsequent tests required by or performed un- der the Contract Documents, (c) minor deviations from the Contract Documents correctable prior to completion, and (d) any specific qualifications stated in the certificate for payment. The issuance of the certificate for payment shall not be a represen- tation that the Architect has made any examination to ascertain hq,w and for what purpose the Contractor has used the monies paid on account of the contract price. 'C ... :: .. : ... t c: C l. .... '<l: Q: 'C - c... 0:: ~ '0 ... ;e '" ~ ;: \,) Q u ~ '0 ..... is> V) The Architect shall be the interpreter of the requirements of the Con- 2.1.19 tract Documents and the judge of the performance thereunder by both the Client and Contractor. The Architect shall render interpre- tations necessary for the proper execution or progress of the Work with reasonable promptness on written request of either the Client or the Contractor, and shall render written decisions, within a rea- sonable time, on all claims, disputes and other matters in question between the Client and the Contractor relating to the execution or progress of the Work or the interpretation of the Contract Docu- ments. Interpretations and decisions of the Architect shall be consistent with 2.1.20 the intent of and reasonably interable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavour to secure faithful perform- ance by both the Client and the Contractor, shall not show partiality to either and shall not be liable for the result of any interpretation or decision rendered in good faith in such capacity. The Architect shall have the authority to reject work which docs not 2.1.21 conform to the Contract Documents. Whenever, in the Architect's opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Architect shall have authority to require special inspection or testing of the Work by others, whether or not such work has been fabricated, installed or completed. The Architect shall review or take other appropriate action with rea- 2.1.22 sonable promptness upon the Contractor's submittals such as shop drawings, product data, and samples, for conformance with the gen- eral design concept of the Work as indicated in the Contract Docu- ments. The Architect's review of a specific item shall not indicate ac- ceptance of an assembly of which the item is a component. The Architect shall prepare change orders for the Client's approval 2.1.23 and signature in accordance with the Contract Documents and shall have authority to order minor changes in the Work not involving an adjustment in the contract price or an extension of the contract time which are consistent with the intent of the Contract Documents. The Architect shall determine the date of Substantial Performance 2,1.24 and shall receive from the Contractor and forward to the Client for the Client's review the written warranties and related documents. The Architect shall determine the date when the Contract shall be deemed to be completed. The extent of the duties, responsibilities and limitations of authority 2,1.25 of the Architect as the Client's representative during construction shall nor be modified or extended without written consent of the Client and the Architect. Betore the end of the period of one year following the date of Sub- 2.1.26 stantial Performance, the Architect shall review any defects or defi- ciencies which have been reported by the Client during that period, and the Architect shall notify the Contractor of those items requiring attention by the O:>I1tractor to compiete the Work in accordance with the Contract. . "':I:~~"".~~''''''''''~':''''''.'':~"'''~'''':';~:<1. ""<_~:,,-:"'-'_' -. Article 2.2 Construction Cost and Estimates of Construction Cost Article 2.3 Client's Responsibilities The Architect shall evaluate the Client's Construction Budget and shall prepare estimates of the Construction Cost as previously set out in this agreement. Neither the Architect nor the Client has control over the cost oflabour, materials, or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market, or negotiating conditions and therefore the Architect cannot warrant or represent that bids or negotiated prices will not vary from the estimate of Construction Cost. Variance from the Construction Budget or Project Budget established under this agreement shall not constitute grounds for the Client withholding fees due to the Architect. 2.2.2 If the bidding or negotiation phase has not commenced within three months after the Architect submits d1e construction documents to the Client, the Construction Budget shall be adjusted to reflect any change in the general1evcl of prices in the construction industry be- tween the date of submission of the construction documents to the Client and the date on which proposals are sought. 2.2.3 If the lowest bona fide bid or lowest negotiated proposal exceeds the latest approved estimate of Construction Cost as set out in paragraph 2.1.11 by more than 10%, the Client shall: (a) give written approval of an increase in the Construction Budget, or (b) co-operate in revising the scope or quality of the Work as nec- essary to reduce the Construction Cost, or (c) authorize rebidding or renegotiating of the contract, or (d) terminate if the project is abandoned, in accordance with paragraph 3,5.3. 2.2.4 }tt~KbI~<<<<!OO{~KK~~a:pX~!X.'<<X~~X x~m:x:mmx<<Xo;&~IDlXXK.}Ompoxodcx~xQOOrOOOJOx }{XlX~k~i::i:b~XlXoo:lCxkm~~xobcxocbt~>>>>>>XocQ(X~ Xxxk<<K~X)xxtx:OQ{~t{oOOotilx:mm~~x x~iooxodcixlxoc~ooxMIDc~~.}Ok~i~>>x~}t~x x~mt1(OC)lJdiKioooXfotxxbc<X~K.>>x~:~nm~~x:Wfix~X'KlPfXlXKkx xx>>KOGOOtix~~~m>>rxf.tK~~~~ ~~XxocXC{~ocXX!ltDmcJrl~~~~~~x ~~~~~~<<.9{Mxlilx ~~~~~~MX<<1eX . ~<<obcx.xm~:x:~x >>klKiXllfM~XXiooo(~nx~KDCJ:tIDOOOcoa:hD::JOKJO>>xmxcc:~X ~<<~ 2.2.1 'C .... ;: '" ~ t: c ~ \.) ....... ~ 2.3.1 The Client shall provide full information regarding requirements for the project including a program, which shall set forth the Client's d',:sign objectives, constraints, and criteria, including spatial and func- tional requirements and relationships, flexibility and expandability, special equipment and systems and site requirements. 2.3.2 The Client shall provide to the Architect a Construction Budget. 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The Client shall furnish information, surveys, reports and services as set out below, the accuracy and completeness of which the Architect shall be entitled to rely on and contracts for the provision of such information, surveys, reports and services, whether arranged by the Client or the Architect, shall be considered direct contracts with the Client unless explicitly provided otllerwise: (a) a legal description and a certified land survey of the site and ad- joining properties as necessary showing the following informa- tion, as applicable: grades and lines of streets, alleys, pavements and adjoining property; rights of way; restrictions; casements; encroachments; wning; deed restrictions; boundaries and con- tours of the site; locations, dimensions and data pertaining to existing buildings, other improvements, and trees; and full in- formation concerning service and utility lines, both public and private, above and below grade, including inverts and depths; (b) reports and appropriate professional recommendations of spe- cialist consultants when required by the Architect; (c) inspections, laboratory and field tests and reports as required by the Architect, the authorities having jurisdiction or the Contract Documents; and (d) all legal, accounting and insurance counselling services as may be necessary at any time for the project, including such auditing services as the Client may require to verify the Contractor's ap- plications for payment or to ascertain how or for what purpose the Contractor uses the monies paid by or on behalf of the Client. The Client shall furnish required information, surveys, repons and services as set out in paragraph 2.3.3 and such other information as may be required from time to time, examine documents submitted by the Architect and give the Architect decisions and approvals as necessary . The Client shall obtain all required consents, approvals, licences and permits from authorities having jurisdiction. If the Client observes or otherwise becomes aware of an" fault or defect in the project or any nonconformity with the requirements of the Contract, he shall immediately notify the Architect. The Client shall promptly fulfill his responsibilities for tlle orderly progress of the Architect's services and of the Work. The Client shall authorize a person to act on his behalf with respect to the project when necessary. The authorization including the scope of authority shall be in writing. The Architect is able to provide additional services to the Client as listed below. Additional services are not included in the basic serv- ices, and shall only be provided if authorized by the Client and shall be paid for by the Client as provided in this agreement. Providing analyses of the Client's needs and developing a program of spatial and functional requirements for the project. ~roviding financial feasibility, Project Budget or other special stud- Ies, Providing site evaluations, planning, or environmental studies. ". ~... ,--;......, . . - ----- 2.3.3 2,3.4 2,3.5 2.3,6 2.3.7 2.3.8 2.4.1 Article 2.4 Architect'~ Additional Services Predesign 2.4.2 2.4.3 2.4.4 .. .' 2.4.5 Providing submissions required for approval by authorities having jurisdiction over the project including submission for zoning changes, variances from by-laws or site plan approvals necessary for proceeding with the project, Providing services relating to future facilities, systems and equip- mcnt which are not intended to be constructed during the construc- tion phase. Providing services to investigate existing conditions or facilities such as preparing measured drawings or verifying the accuracy of draw- ings or other information furnished by the .Client. Providing detailed estimates of Construction Costs, detailed quan- tiry sun'e~'s, inventories of material and equipment, or life cycle cost studies. Providing interior design, graphic design, signage and other similar sen'ices required for or in connection with the selection, procure- ment or installation of furniture, furnishings and related equipment. Providing tenant layout and design services. Making revisions to or providing additional drawings, specifications or other documents when such revisions or additions are: (~) inconsistent with written approvals or instructions previously given, (b) required by the enactment or revisions of statutes, regulations, by-laws or codes, or (c) due to other causes bevond the control of the Architect. 2.4.12 Preparing documents of alternative, separate or sequential bids or providing extra scn'ices in connection with bidding, negotiation, or construction prior to the completion of the construction documents phase. 2.4.6 2.4.7 2.4.8 2.4.9 2.4.10 2.4.11 Bidding or Negotiation 2.4.13 Preparing drawings, specifications and supporting data and provid- ing other sel\'ices in connection with contemplated, change orders or change orders to the extent that the adjustmcnt in the fee for basic <;el\'i..:cs resulting from the adjusted Construction Cost is not com. mcnsurate with the scn'ices required of the Architcct, provided such change ordcrs arc required by causes not solely within the control of the Architect. 2.4.14 Providing co-ordination of work performed by separate contractors or by the Clicnt's own forces or making investigations, surveys, val- uations, or dctailed appraisals of existing facilities. 2.4.15 Providing sen'ices in connection with the Work of a construction manager or separate consultants retained by the Client. 2.4.16 Providing sCl\'iccs made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of performance by either the Client or O>ntractor under the Contract. Construction . '0 ... ;: '> ~ ~ Q u ~ Providing continuous representation at the site, 2.4.17 (a) If the Client and Architect agree that continuous representation at the site is required, the Architect shall provide one or more project representatives to assist the Architect in carrying out such responsibilities. (b) Such project representatives shall be selected, employed, and directed by the Architect. The duties, responsibilities and limi- tations of authority of such project representatives and the re- lated architectural fees shall be as mutually agreed between the Client and Architect. (c) Through the observations by such project representatives, the Architect shall endeavour to provide furthcr protection for the Client against defects and deficiencies in the Work, but the fur- nishing of such project representation shall not modify the rights, responsibilities, or obligations of the Architect as de- scribed in paragraphs 2.1.15 through 2.1.25. Preparing a set of reproducible record drawings showing significant 2.4.18 changes in the Work made during construction bascd on marked-up prints, drawings, and other data furnished by the Contractor to thc Architect. The Architect shall not be held responsible for the accu- racy of the information provided by the Contractor. Providing services after expiry of the period of one year following 2.4.19 the date of Substantial Performance. Providing special assistance in the utilization of any equipment or 2.4.20 system such as initial start-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, training person- ~cl for operation and maintenance and consultation during opera- tion. Post Construction PrO\'iding consultation concerning replacement of any work dam- 2.4.21 aged by fire or o,ther cause during construction and furnishing serv- ices as may be required in connection with the replacement of such work. Other Services Ad\'ising the Client and preparing to serve or serving as witness in 2.4.22 connection with any public hearing, arbitration proceeding, or legal proceeding. Providing or arranging for services of consultants for other than the 2.4.23 basi~ architectural, structUral, mechanical and electrical engineering scr\'1Ccs. Providing translation to a language other than the language of this 2.4.24 agreement. Providing or arranging for any services not otherv,'ise included in 2.4.25 this agreement. 'C ..... is-> C>. . . Unless otherwise stated in this agreement, the Architect's services 3.5.1 Article 3.5 terminate one year after certification of Substantial Performance. For Termination services required following expiry of the period of one year after certification of Substantial Performance, the Client shall arrange with the Architect for services as provided under paragraph 2,4,19. This agreement may be terminated by either parry upon seven days' 3.5.2 written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. This agreement may be terminated by the Client upon at least seven 3.5.3 days' written notice to the Architect in the event that the project is permanently abandoned. In the event of termination, the Architect shall be compensated 3.5.4 within 30 days of the date that an invoice is rendered for all services performed to termination date, together with reimbursable expenses then due and all termination expenses as defined in paragraph 3.5.5. Termination expenses include expenses directly attributable to sus- 3.5.5 pension, abandonment or termination for which the Architect is not otherwise compensated, and in addition, an amount computed as a percentage of the total fee for basic and additional services earned to the time oftermination, as follows: (a) twenty percent if suspension or termination occurs during the schematic design phase; or (b) ten percent if suspension or termination occurs during the de- sign development phase; or (c) five percent if suspension or termination occurs during any sub- '0 sequent phase. ... ~ Unless otherwise specified, this agreement shall be governed by the 3.6,1 Article 3.6 " ~ law of the Place of the Work. Law Governing ::t ~ This Agreement q ~ The Client and the Architect, respectively bind themselves, their part- 3,7.1 Article 3.7 ners, successors, assigns and legal representatives to the other party Successors and to this agreement and to the partners, successors, assigns and legal Assigns representatives of such other part)' with respect to all covenants of this agreement. Except as otherwise provided herein, neither the Client nor the Architect shall assign, sublet, or transfer an interest in this agreement without the written consent of the other, This agreement represents the entire and integrated agreement be- 3.8.1 Article 3.8 tween the Client and the Architect and supersedes all prior negotia- Extent of tions, representations, or agreements, either written or oral. This Agreement agreement may be amended only by written instrument signed by both Client and Architect. '0 .... 1s> .... .... . Article 3.9 Liability of the Architect :.;. 3.9.1 In consideration of the premises and of provision of the services by the Architect to the Client under this agreement, the Client agrees that any and all claims which he has or hereafter may have against the Architect in any way arising out of or related to the Architect's duties and responsibilities pursuant to this agreement (hereinafter referred to in this Article 3,9 as "claims" or "claim"), whether such claims sound in contract or in tort, shall be limited to the amount of the Architect's professional liability insurance in effect at the date of ex- ecution of this agreement (and as set out under Article 5), including the deductible portion thereof, and to the extent only that such in- surance is available to the Architect to satisfy such claims. 3.9.2 The Architect's professional liability insurance policy is available for inspection by the Client at all times upon request. Prior to the date of execution of this agreement, if the Client wishes to increase the amount of the coverage of such policy or to obtain other special in- surance coverage, then the Architect shall co-operate with the Client to obtain such increased or special insurance coverage at the Client's expense. 3.9.3 It is agreed that: (a) the Client will not assert a claim against the Architect unless the Client has asserted such a claim within any required time limi- tation against all persons who might reasonably be liable there- for and, (b) any waiver by the Client with respect to a claim in favour of any of such persons shall constitute a waiver by the Client in favour of the, Architect with respect to any claim against the Architect. In this paragraph, "waivcr by the Client" includes any agreement by the Client to a limitation, exclusion or release whether in whole or in part of the liability of another to the Clicnt but does not include a fair agreement of settlement. 3.9.4 The Architect's liability for all claims of the Client arising out of this agreement shall absolutely cease to exist after a period of six (6) years from the date of: . (a) Substantial Performance of the Work, (b) suspension or abandonment of the project, (c) termination of the Architect's services in this agreement, or (d) the limitation period for claims prescribed by any statute of the province or territory of the Place of the Work, whichever shall first occur, and following the expiration of such pe- riod, the Client shall have no claim whatsoever against the Architect. The Architect's liability with respect to any claims arising out of this agreement shall be absolutely limited to direct damages arising out of the Architect's services rendered under this agreement, and the Architect shall bear no liability whatsoever for any consequential loss, injury or damage incurred by the Client, including but not limited to claims for loss of profits and loss of markets. 'C ... ;: "" ~ .... l:l <:> Q U ...., ~ Revised May 23, 1984 'C ..... ....... c f"l ..... .. Fees and Reimbursable Expenses The Client shall pay fees and reimbursable expenses to the Architect monthly when invoices are rendcred as set forth in this article. ~x\Z1{UX9l~'X~ X .KXUoodcXlXMK~~xym~~<xx mx~<<~K~ The fee tor the Architect's basic services shall be computed as follows: (Here, i,zscrt basis offces, indudingfixed amounts, multiples, or percentages, and identify phases to which pCl1'tiatlar fee cakulations app~l', if necessary.) Fees shall be a fixed fee of three hundred and seventy- five thousand dollars ($375,000.00) for a single, stipulated sum construction contract. '0 .... ~ " ~ :it "" Q ~ 4 4.1 4.2 Retainer 4.3 Fee for Basic Services The fee for the Architect's basic services when based on a stipulated 4.4 sum or a percentage of Construction Cost shall be apportioned to the phases of services as follows: (Indude an", additional phases as appropriate.) Schematic Design Phase perccnt ( 10 %) Design Development Phase percent ( 15 %) Construction Documents Phase percent ( 45 %) Bidding or Negotiation Phase percent ( 5 %) Construction Phase - Contract Administration percent ( 25 %) '0 .... ~ ff) .... Fee payments during any phase of the Archita1:'s services shall be in proportion to the services performed within that phase. For the Ar- chitect's basic services relative to the portions of the project that are designed but then deleted or otherwise not built, the fee shall be in proportion to the extent of such services in accordance with paragraph 4.4 and shall be based on the lowest bona fide bid or negotiated proposal or, if no such bid or negotiated proposal is received, the most recent estimate of Construction Cost approved by the Client. 4.5 . . ' Fees for Additional Services .;;:i Direct Personnel Expense Reimbursable Expenses 4.6 4,7 4.8 4.9 Fees ror the Architect's additional services, excluding those provided by the Architect's consultants, shall be computed as follows: (Here, insert basis of fees, induding rates and/or multiples of direa personnd expenses for principals and emp/qyees, and identifY principals and dRsrify emp/qyees, If required. Identify specific strlJias to which particular fee caJ- culatWns apply, If necessary.) For the provision of detailed estimates of Construction Cost, fees shall be a fixed fee of twenty-one thousand, five hundred dollars ($21.500.00). For other additional rates as follows: A.J. Diamond Paul Syme Pat Hanson Architects and Assistants services, fees shall be at hourly $125.001hour 90.00/hour 50.00/hour 2.5 X payroll cost Fees for additional services provided by the Architect's consultants shall be as invoiced by the consultant according to the hourly fee rates or multiples of direct personnel expense set out below plus .25..-% of the consultants' invoiced amow1ts. (Identify specific types of (.()1zsultants in Artide 5, If required.) Direct personnel expense means the salary of the Architect's or the consultants' personnel engaged on the project plus the Architect's or the consultants' portions of the COSt of mandatory and customary contributions and benefits related thereto which include employment taxes and other starutory benefits, insurance, sick leave, holidavs, va- cations, pensions, and sirnilar contributions and benefits. . Reimbursable expenses arc the actual expcndirures of the Architect, employees, and the consultants, in the interest of the project plus 2- % of such actual expendirures. They include expendirures for the following: (a) travel, e.g., for transponation, lodging and meals, with car ex- pense computed at $0.25 per kilometer; (b) communication and shipping, e.g., for long distance telephone calls, telegrams, telex, courier service, postage and eleen-onic con- veyances; (c) reproduction of plans, sketches, drawings, graphic representa- tions, specifications and other documents, excluding reproduc- tions for the Architect's and the consultants' office use; (d) preparation of renderings, models, and mock-ups requested by the Client; (e) fees, levies, duties or taxes for pennits, licences or approvals from authorities having jurisdiction; (f) data processing and photographic services ~00X3t ~kitoIxx (g) ovenime work authorized in advance by the Client to the extent that the cost of such work exceeds normal direct persoMel expenses; (h) insurance requested by the Client in excess of that normally car- ried by the Architect and the consultants. . -~----'-~-----==---::"-~_' ' ~-_::.---~ '0 ... ;: '" ~ ::t ~ Q ~ '0 .... ~ V) .... . ' Unpaid accounts shall bear interest at 2% per annum above the Prime Rate 30 days after the date that the invoice for fees and reimbursable expenses has been rendered by the Architect. (Federal and Provincial statutes and relJulahnns at the Oienrs and Ar- chitect's principal places of business, the Wcation of the projea and elsewhere may affea the validity of this prm>isWn. Specific legal alMa should be ob- tained with respea to deletion, rtWdifica.tion, or other requirements such as written disc/Qsures or ll'aivm.) No deductions shall be made from amounts payable to the Architcct on accowlt of penalty, liquidatcd damages, or other sums withheld from payments to Contractors, or on account of dle cost of changes in the Work other than dl0SC for which the Architect is provcn to be legally responsible. If the scope of the project or of the Architect's services is changed materially, the fees shall be equitably adjusted. If and to the e),,:tent that dle contract time initially established in dle Contract for construction is excl.-eded or extended dlrough no fault of the Architect, fees for any basic services required for such extended period of the contract administration shall be computed as set forth in paragraphs 4.6 and 4.7 for additional services. If the Architect's services for the schematic design phase, the design development phase, and the construction docunlents phase have not been completed within 9 months after the date of this agreement, or for the' remaining phases within 22 mondls after the date of this agreemcnt, dlroUgh no fault of dlC Architect, the amounts, rates, and multiples sct forth in this article applicable to thc respective phases of service shall be subject to rcview and adjustment. HourIy rates of fees in paragraphs 4.6 and 4.7 are subject to review and adjusnnent annually or as follows: (Here, insert effictil'e dates ur time periods f01' pnwdic ad.fustmmts in hOttr~l' rates ur multiples, along with an)' limitations.) A.J. Diamond and Partners: On January 1. Such ad1ustments will not exceed the rate of inflation +2% The Architect shall maintain, by generally accepted accowlting meth- ods, records of reimbursable expenses, expenditures pertaining to the Architect's additional services and services for which the fee is com- puted as a multiple of direct personnel expense. These records shall be available to the Client at mutually convenient times. 4.10 Interest 4.11 Deductions 4.12 Changes and Adjustments 4.13 4.14 4.15 4.16 Acconnting Records .. 5 Other Conditions of Services (See Articles 5.1 to 5.6 attached) ,.....". This agreement entered into as of the day and year first above written. Climt CI(,PO~47/0,..) lOt- by Witness 1Jj~ Architect Witness ikJ ~ . by . 5.1 The project shall consist of the following components: alterations and renovations to the existing Municipal Office Building at 40 Temperance Street. an addition to this existing building on the property immediately to the west site development of these two properties and of the Cenotaph Park immediately to the south. The scope of the Project shall be as given in or as reasonably inferrable from the following documents: a) Drawings, dated May 29, 1986, by A.J. Diamond and Partners, and signed by the department heads, showing floor plans and departmental layouts. b) Letter to the Corporation of the Town of Newcastle, dated May 29, 1986, by A.J. Diamond and Partners, confirming revised programme areas. c) Letter to A.J. Diamond and Partners, dated May 15, 1986, by the Corporation of the Town of Newcastle, with attached resolution #C-416-86. d) Preliminary estimate of construction cost, dated May 12, 1986, by A.J. Vermeulen, Chartered Quantity Surveyor. e) "Newcastle Administration Building: Revisions to 1981 Program", dated February 21, 1986, being minutes of the meeting with the Corporation of the Town of Newcastle on February 21, 1986, as prepared by A.J. Diamond and Partners, Architects and Planners. f) Drawings prepared by the Corporation of the Town of Newcastle as transmitted to A.J. Diamond and Partners on February 21, 1986. g) Letter to the Corporation of the Town of Newcastle, dated February 3, 1986, by A.J. Diamond and Partners. h) "Town of Newcastle Administrative Facility Feasibility Study", dated December, 1981, by A.J. Diamond Planners Limited, A.J. Diamond Associates, Architects, and A.J. Vermeulen, Chartered Quantity Surveyor. 5.2 The Architect understands that the Client has authority to proceed with the Project up to the end of the Construcion Documents Phase, and that the Client must seek and obtain public approval for the Project at this stage before the Bidding or Negotiation and Construction Phases may commence. Subject to the frf " , . .' conditions of this Agreement, including the conditions contained in Articles 2.2.2, 3.4, 3.5,4.5, 4.12, and 4.14, nothing shall prevent the change by the Client of the scope of the Project or of the Architect's services as a result of conditions of such public approval, and nothing shall prevent the delay, suspension or abandonment of the Project by the Client due to the delay or denial of such public approval. 5.3 (reference Article 2.1.1). Normal structural, mechanical and electrical engineering services will be provided by M.S. yolles and Partners, Consulting Structural Engineers, and Bayes, Yates, McMillan, Consulting Mechanical and Electrical Engineers. 5.4 (additions to Article 2.4, Architect's Additional Services) 5.4.1 Co-ordination of the services of M.S. Yolles and Partners for the analysis of the structural condition of the existing building, such services being those outlined in the letter to A.J. Diamond and Partners, dated February 19, 1986, by M.S. Yolles and Partners. 5.4.2 Co-ordination of the services of consultants for other than the basic architectural, structural, mechanical and electrical engineering services, including but not limited to landscape architecture, municipal engineering, acoustic engineering, fire protection engineering, interior design, graphic design, and food service consulting. 5.4.3 Attending public meetings and presenting the Project to persons or groups other than the Client, and the preparation of materials therefore. 5.5 (reference Article 3.9.1). The amount of the Architect's professional liability insurance in effect at the date of execution of the Agreement is one million dollars. 5.6.1 (reference Article 4.7). Hourly fee rates for the Architect's consultants shall be as follows: M.S. Yolles and Partners For Principals and Employees, payroll cost multiplied by a factor of 2. . ~o . .. ",. .. '. Bayes, Yates, McMillan Partners Design Draftsmen Junior Draftsmen $60.00 per hour $40.00 per hour $20.00 per hour 5.6.2 (amends Article 4.9). Car expense shall apply only to travel outside of Metropolitan Toronto. . ~f)