HomeMy WebLinkAbout2002-125 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
BY-LAW 2002-12 5
Being a By-law to authorize a contract between the
Corporation of the Municipality of Clarington and Maple
Engineering and Construction Canada Ltd., Brampton,
Ontario, to enter into an agreement for the construction of
South Courtice Community Park.
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS
FOLLOWS:
1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the
Corporation of the Municipality of Clarington with the Corporation Seal, a contract
between Maple Engineering & Construction Canada Ltd., Brampton, Ontario and
said Corporation; and
2. THAT the contract attached hereto as Schedule "A"form part of this By-law.
By-law read a first and second time this 12 day ofJuly , 2002.
By-law read a third time and finally passed this 12 day of July , 2002.
Mayor
Deputy e C
r
Leading the Way
MEMO
TO: Marie P. Knight Stanley, Deputy Clerk
FROM: Lou Ann Birkett, C.P.P., A.M.C.T., Purchasing Manager
DATE: Friday, 02 August 2002
RE: RFP2001-4
ARCHITECTURAL SERVICES SOUTH COURTICE COMMUNITY PARK
Please find enclosed one (1) fully executed contract document for the above noted
tender.
Thank you,
I
Lou Ann Birkett
LAB/km r '�A��� '7
CORPORATION OF THE MUNICIPALITY OF CLARINGTON
40 TEMPERANCE STREET, BOWMANVILLE, ONTARIO L1C 3A6 T(905)623-3379 F(905)623-4169
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Architectural Institute of British Columbia
' Alberta Association of Architects
Saskatchewan Association of Architects
' Manitoba Association of Architects
Ontario Association of Architects
' Ordre des architectes du Quebec
Architects'Association of New Brunswick
' Nova Scotia Association of Architects
Architects Association of Prince Edward Island
' Newfoundland Association of Architects
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`:CO PC k'1E]
' In partnership with:
the Royal Architectural Institute of Canada
Canadian Standard Form of'Agreement '
between Client and Architect
DOCUMENT SIX '
1997 Edition
The National Practice Program(NPP) is a partnership Contents
between the ten Provincial Associations of
Architecture and the Royal Architectural Institute of Agreement Between Client and Architect
Canada (RAIC).
1. Definitions
This document has been developed by the NPP on '
behalf of the architectural profession in Canada, 2 Architect's Responsibilities
2.1 ARCHITECT'S BASIC SERVICES
represented by the following member associations: 2.2 SCHEMATIC DESIGN PHASE
2.3 DESIGN DEVELOPMENT PHASE '
Architectural Institute of British Columbia 2.4 CONSTRUCTION DOCUMENTS PHASE
2.5 BIDDING OR NEGOTIATION PHASE
Alberta Association of Architects 2.6 CONSTRUCTION PHASE-CONTRACT
Saskatchewan Association of Architects ADMINISTRATION
Manitoba Association of Architects 2.7 CONSTRUCTION BUDGET AND '
Ontario Association of Architects CONSTRUCTION COST ESTIMATES
2.8 ADJUSTMENT OF CONSTRUCTION
Ordre des architectes du Qudbec BUDGET
Architects' Association of New Brunswick 2.9 CERTIFICATE FOR PAYMENT '
Nova Scotia Association of Architects 3. Client's Responsibilities
Architects Association of Prince Edward
Island 4. Payments To The Architect ,
Newfoundland Association of Architects 4.1 PAYMENTS
4.2 DIRECT PERSONNEL EXPENSE
Royal Architectural Institute of Canada 4.3 REIMBURSABLE EXPENSES
4.4 ARCHITECT'S RIGHT TO STOP
Enquiries on the application and use of this document RENDERING SERVICES '
4.5 PERCENTAGE-BASED FEE
should be directed to the appropriate Provincial 4.6 FEE FOR ADDITIONAL SERVICES
Association of Architecture. 4.7 CHANGES AND ADJUSTMENTS
4.8 PROJECT SUSPENSION OR '
ABANDONMENT
Suggestions on the development of standard contract 4.9 TAXES
documents can be forwarded in writing to: 4.10 ACCOUNTING RECORDS
National Practice Program 5. General Conditions
5.1 COPYRIGHT '
c/o Royal Architectural Institute of Canada 5.2 USE OF DOCUMENTS
Suite 330, 55 Murray Street 5.3 PROJECT IDENTIFICATION
Ottawa, Ontario 5.4 DISPUTE RESOLUTION '
5.5 LIABILITY OF THE ARCHITECT
KIN 5M3 5.6 TOXIC OR HAZARDOUS SUBSTANCES
OR MATERIALS
Copyright 1997. 5.7 TERMINATION
Must not be copied in whole or in part without the written permission 5.8 LAW GOVERNING THIS AGREEMENT '
of NPP. 5.9 SUCCESSORS AND ASSIGNS
5.10 EXTENT OF AGREEMENT
Certain provisions of this document have been derived, with
modifications, from AIA Document B141 copyright 1987 by the 6. Other Conditions '
American Institute of Architects. All rights reserved. AIA
copyrighted material has been reproduced with permission of the Schedule A Fees and Reimbursable Expenses
American Institute of Architects under permission number 83073. Schedule B Additional Services
Further reproduction is prohibited. '
' Canadian Standard Form of Agreement
Between Client and Architect
t1997 Edition
1 Agreement
made as of the 19 day of September in the year of two thousand and one
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Between the Client: Corporation of the Municipality of Clarington
(Include name and address) 40 Temperance Street
' Bowmanville, Ontario
v L1C 3A6
and the Architect: Barry o Bryan Associates (1991) Limited
(Include name and address) 11 Stanley Court, Unit 1
Whitby, Ontario
L1N 8P9
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' For the following Project:
(Include detailed description of Project location and scope)
Architectural services for South Courtice Community Park,
RFP 2001-4, Courtice, Ontario
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The Client and the Architect agree as set forth in the following terms and conditions.
1 Definitions t
In this Agreement the following definitions apply: '
1.1 1.1.1 The Construction Budget is the Client's budget for the Construction
Construction Budget Cost including contingencies for cost increases.
1.2 1.2.1 Construction Cost means the contract price(s) of all Project
Construction Cost elements designed or specified by or on behalf of the Architect, '
permit fees, contingency amounts, and all applicable taxes includ-
ing such value added taxes as the GST, 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 of construction as '
determined by Architect, at market rates at the anticipated time of
construction. Construction Cost does not include the compensation
of the Architect, the Architect's consultants, the land cost, or other '
costs which are the responsibility of the Client.
1.2.2 In the event that the Client furnishes labour or material below
market cost or old materials are re-used, the Construction Cost for '
purposes of establishing the Architect's fee is the cost of all
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materials and labour necessary to complete the Work as if all
materials had been new and as if all labour had been paid for at '
market prices at the time of construction or, in the event that the
construction does not proceed, at existing market prices at the z
anticipated time of construction.
1.3 1.3.1 The Contract is the undertaking between. the Client and the
Contract Contractor to perform their respective duties, responsibilities and
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obligations as described in the Contract Documents. v '
1.4 1.4.1 The Contract Documents consist of the executed agreement
Contract Documents between the Client and the Contractor, the general conditions, the
drawings, the specifications and all the other documents identified '
in the agreement as Contract Documents.
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1.5 1.5.1 The Contractor is the person or entity- contracting with the Client
Contractor to provide labour, materials and equipment for the execution of the
Work.
1.6 1.6.1 General Review means the visits to the Place of Work at '
General Review intervals appropriate to the stage of the construction that the
Architect considers necessary to become familiar with the progress
and quality of the Work and to determine that the Work is in '
general conformity with the Contract Documents.
1.7 1.7.1 The Place of the Work is the designated site or location of the Work V
Place of the Work identified in the Contract Documents.
1.8 1.8.1 The Project as described in this Agreement means the total
Project construction contemplated of which the Work may be the whole
or a part.
1.9 1.9.1 The Project Budget is the Client's estimated total expenditure for
Project Budget the entire Project. It includes, but is not limited to, the Construction N '
Budget, professional fees, costs of land, rights of way, and all other
costs to the Client for the Project.
' A Subcontractor is a person or entity having a direct contract with 1.10.1 1.10
the Contractor to perform a part or parts of the Work or to supply Subcontractor
products worked to a special design for the Work.
Substantial Performance of the Work is as defined in the lien 1.11.1 1.11
legislation applicable to the Place of the Work. If such legislation Substantial
' is not in force or does not contain such definition, Substantial Performance
Performance of the Work shall have been reached when the Work of the Work
is ready for use or is being used for the purpose intended and is so
certified by the Architect.
A Supplier is a person or entity having a direct contract with the 1.12.1 1.12
Contractor to supply products not worked to a special design for the Supplier
' Work.
The Work means the total construction and related services required 1.13.1 1.13
by the Contract Documents. Work
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2 Architect's Responsibilities 1
2.1 2.1.1 The Architect's basic services consist of those services performed ,
Architect's by the Architect, the Architect's employees, and the Architect's
Basic Services consultants as set forth in Articles 2.1 to 2.9 of this Agreement and
any other services included in Article 6. They include the provision ,
of normal structural, mechanical and electrical engineering serv-
ices by professional engineers.
2.1.2 The Architect's basic services include the co-ordination required to ,
integrate all parts of the services.
2.2 The Architect shall:
Schematic 2.2.1 review the program of requirements furnished by the Client and ,
Design Phase the characteristics of the site;
2.2.2 review and comment on the Client's Construction Budget in '
relation to the Client's program of requirements;
2.2.3 review with the Client alternative approaches to the design of the
Project and the types of construction contracts; '
2.2.4 review applicable statutes, regulations, codes and by-laws and
where necessary review the same with the authorities having s
jurisdiction; '
2.2.5 based on the mutually agreed upon program of requirements,
schedule and Construction Budget, prepare for the Client's review Z
and approval, schematic design documents to illustrate the scale '
and character of the Project and how the parts of the Project
functionally relate to each other; and
2.2.6 prepare and submit to the Client a Construction Cost estimate
based on current area or volume unit costs.
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2.3 Based on the Client approved schematic design documents and
Design Construction Cost estimate, the Architect shall:
Development 2.3.1 prepare for the Client's review and approval, design development
Phase documents consisting of drawings and other documents appropri-
ate to the size of the Project, to describe the size and character of
the entire Project including the architectural, structural, mechani-
cal, and electrical systems, materials and such other elements as '
may be appropriate; Z
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2.3.2 prepare and submit to the Client for approval a revised Con-
struction Cost estimate; and
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2.3.3 continue to review applicable statutes, regulations, codes and by v
laws as the design of the Project is developed.
2.4 Based on the Client approved design development documents and '
Construction Construction Cost estimate, the Architect shall:
Documents Phase 2.4.1 prepare, for the Client's review and approval, construction docu-
ments consisting of drawings and specifications setting forth in h
detail the requirements for the construction of the Project; o,
2.4.2 advise the Client of any adjustments to the Construction Cost
estimate, including adjustments indicated by changes in require
ments and general market conditions;
obtain instructions from and advise the Client on the preparation of 2.4.3
the necessary bidding information, bidding forms, conditions of the
contract and the form of contract between the Client and the
Contractor; and
review statutes, regulations, codes and by-laws applicable to the 2.4.4
' design and where necessary review the same with the authorities
having jurisdiction in order that the Client may apply for and obtain
the consents, approvals, licences and permits necessary for the
Project.
Following the Client's approval of the construction documents and 2.5.1 2.5
the latest Construction Cost estimate, the Architect shall assist and Bidding or
' advise the Client in obtaining bids or negotiated proposals and in Negotiation Phase
awarding and preparing contracts for construction.
The extent of the duties, responsibilities and limitations of authority 2.6.1 .2.6
' of the Architect as the Client's representative during construction Construction
shall be modified or extended only with the written consent of the Phase — Contract
Client and the Architect. Administration
' During the construction phase—contract administration,the Architect 2.6.2
shall:
1. be a representative of the Client;
' 2. advise and consult with the Client;
3. have the authority to act on the Client's behalf to the extent
provided in this Agreement and the Contract Documents;
' 4. have access to the Work at all times wherever it is in preparation
v or progress;
5. forward all instructions from the Client to the Contractor;
' 6. carry out the General Review of the Work;
7. examine, evaluate and report to the Client upon representative
samples of the Work;
S. keep the Client informed of the progress and quality of the
Work, and report to the Client defects and deficiencies in the
Work observed during the course of the site reviews;
9. determine the amounts owing to the Contractor under the
Contract based on the Architect's observations and evaluation
of the Contractor's application(s) for payment;
10. issue certificates for payment in the value proportionate to the
amount of the Contract, of work performed and products
z delivered to the Place of the Work;
11. in the first instance, interpret the requirements of the Contract
z Documents and make findings as to the performance thereunder
by both the Client and Contractor;
12. render interpretations in written and graphic form as may be
U required with reasonable promptness on the written request of
either the Client or the Contractor;
13. render written findings within a reasonable time, on all claims,
disputes and other matters in question between the Client and
the Contractor relating to the execution or performance of the
' Work or the interpretation of the Contract Documents;
ti 14. render interpretations and findings consistent with the intent of
and reasonably inferable from the Contract Documents; showing
partiality to neither the Client nor the Contractor; but shall not
be liable for the result of any interpretation or finding rendered
in good faith in such capacity;
15. have the authority to reject work which does not conform to '
the Contract Documents, and whenever, in the Architect's
opinion, it is necessary or advisable for the implementation of
the intent of the Contract Documents, have the authority to
require special inspection or testing of work, whether or not
such work has been fabricated, installed or completed;
16. review and take other appropriate action with reasonable ,
promptness upon such Contractor's submittals as shop draw-
ings, product data, and samples, for conformance with the
general design concept of the Work as provided in the Contract '
Documents;
17. prepare change orders and change directives for the Client's
approval and signature in accordance with the Contract Docu-
ments;
18. have the authority to order minor adjustments in the Work
which are consistent with the intent of the Contract Docu-
ments, when these do not involve an adjustment in the contract '
price or an extension of the contract time;
19. furnish supplemental instructions to the Contractor with rea-
sonable promptness or in accordance with a schedule for such '
instructions agreed to by the Architect and the Contractor;
20. determine the date of Substantial Performance of the Work;
21. receive from the Contractor and forward to the Client for the s
Client's review the written warranties and related documents; ,
22. verify the validity of the Contractor's application for final
payment and issue a certificate of final payment; and
23. prior to the end of the period of one year following the date '
of Substantial Performance of the Work, review any defects or ry
deficiencies which have been reported or observed during that
period, and notify the Contractor in writing of those items
requiring attention by the Contractor to complete the Work in Z '
accordance with the Contract.
2.6.3 However, the Architect shall not: ,
1. be required to make exhaustive or continuous on-site reviews;
2. be responsible for the acts or omissions of the Contractor, Sub-
Contractors, Suppliers 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; and
3. have control, charge or supervision of, or responsibility for
construction means, methods, techniques, sequences, or pro- '
cedures or for safety precautions and programs required in
connection with the Work.
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2.7 2.7.1 The Architect shall review and comment on the Client's Construe-
Construction Budget tion Budget and shall prepare the Construction Cost estimates as
and Construction set out in this Agreement.
Cost Estimates '
2.7.2 Neither the Architect nor the Client has control over the cost of
labour, 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 and does L
not warrant or represent that bids or negotiated prices will not vary
from the Construction Cost estimate.
2.7.3 Variance from the Construction Budget or Project Budget estab--
lished under this Agreement shall not.constitute grounds for the
Client to withhold fees due to the Architect. '
'
' If the bidding or negotiation phase has not commenced within three 2.8.1 2.8
months after the Architect submits the construction documents to Adjustment of
' the Client, the Construction Budget shall be adjusted to reflect Construction Budget
changes in the general level of prices in the construction industry
between the date of submission of the construction documents to
the Client and the date on which bids or proposals are sought.
' If the lowest bona fide bid or lowest negotiated proposal exceeds 2.8.2
the latest approved Construction Cost estimate by more than 15%,
' the Client shall:
1. give written approval of an increase in the Construction Budget,
or
2. authorize rebidding or re-negotiating of the proposal, or
' 3. co-operate with the Architect in revising the Project scope or
quality as necessary to reduce the Construction Cost, or
4. terminate this Agreement in accordance with paragraph 5.7.3 if
' the Project is abandoned.
If the Client chooses to proceed under 2.8.2.3, unless the excess is 2.8.3
due to extraordinary market conditions,the Architect at no additional
' fee shall modify the construction documents or provide other
services necessary to reduce the Construction Cost to within 15% of
the latest approved Construction Cost estimate. The modification of
' u the construction documents shall be the limit of the Architect's
'7� responsibility under 2.8.2.3, and having done so, the Architect shall
be entitled to compensation in accordance with this Agreement, for
' ,4 all services performed, whether or not the construction phase is
commenced.
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The issuance of a certificate for payment shall constitute a 2.9.1 2.9
representation by the Architect to the Client, based on the Architect's Certificate for
General Review and on review of the Contractor's schedule of Payment
values and application for payment that: the Work has progressed
' to the value indicated; to the best of the Architect's knowledge,
information and belief, the Work observed during the course of
General Review is in general conformity with the Contract Documents;
and that the Contractor is entitled to payment in the amount
' ° certified. Such certification is subject to:
1. review and evaluation of the Work as it esses ro for general
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conformity as provided in paragraphs 2.6.2.6 to .8;
2. the results of any subsequent tests required by or performed
under the Contract Documents;
3. minor deviations from the Contract Documents being corrected
prior to completion; and
4. any specific qualifications stated in the certificate for payment.
Z The issuance of the certificate for payment shall not be a 2.9.2
representation that the Architect has made any examination to
ascertain how and for what purpose the Contractor has used the
monies paid on account of the contract price, or that the Contractor
' has discharged the obligations imposed on him by law under the
Workers' Compensation Act, or other applicable statute, non-
compliance with which may render the Client personally liable for
o the Contractor's default.
3 Client's Responsib' 'ties 1
3.1 The Client shall provide: ,
3.1.1 full information regarding the requirements for the Project includ-
ing a program setting forth the Client's Project objectives, con-
straints, schedules, and criteria, including: '
1. spatial and functional requirements and relationships,
2. flexibility and expandability,
3. special equipment and systems, and ,
4. site requirements;
3.1.2 a Construction Budget for the Project; and
3.1.3 information, surveys, reports and services as set out below, the '
accuracy and completeness of which the Architect shall be entitled
to rely upon and such contracts for the provision of information,
surveys, reports and services,whether arranged by the Client or the '
Architect, shall be considered direct contracts with Client unless
explicitly provided otherwise:
1. surveys describing physical characteristics, legal limitations '
and utility locations for the Project site, and a written legal
description of the site and adjoining properties as necessary H
showing the following survey and legal information, as appli-
cable: grades and lines of streets, alleys, pavements and 7�
adjoining property and structures; adjacent drainage; rights of
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way; restrictions; easements; encroachments; zoning; deed Z
restrictions; boundaries and contours of the site; locations, '
dimensions and data pertaining to existing buildings, other
improvements, and trees; and information concerning utility Z
services, both public and private, above and below grade, '
including inverts and depths;
2. subsurface investigation and reports which include but are not H
limited to test borings, test pits, determination of soil bearing
values, percolation tests, a list of and evaluations of toxic and �
hazardous substances and materials present at the Place of the
Work, ground corrosion and resistivity tests, including necess-
ary operations for anticipating subsoil conditions, with reports '
and appropriate professional recommendations;
3. reports and appropriate professional recommendations of
specialist consultants when required by the Architect; '
4. air and water pollution tests, tests for toxic and hazardous
substances and materials, structural, mechanical, chemical,
and other laboratory and environmental tests, inspections, Z '
laboratory and field tests and reports as required by the
Architect, the Architect's consultants, the authorities having
jurisdiction or the Contract Documents; and V
5 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 applications for payment or to ascertain how or '
for what purpose the Contractor uses the monies paid by or on
behalf of the Client.
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The Client shall: 3.2
examine documents submitted by the Architect and give the 3.2.1
' Architect decisions and approvals as necessary;
obtain and pay the cost of all required consents, approvals, licences 3.2.2
' and permits from authorities having jurisdiction;
immediately notify the Architect in writing if the Client observes or 3.2.3
otherwise becomes aware of any fault or defect in the Project or any
' nonconformity with the requirements of the Contract;
promptly fulfil the Client's responsibilities for the orderly progress 3.2.4
of the Architect's services and of the Work; and
' authorize in writing a person to act on the Client's behalf and define 3.2.5
that person's scope of authority with respect to the Project when
' necessary.
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4 Payments to the Architect '
4.1 4.1.1 The Client shall pay professional fees and reimbursable expenses '
Payments as set forth in Article 4 and Schedule A.
4.1.2 The initial payment as set forth in Schedule A is the minimum
payment which the Client must pay the Architect under this '
Agreement.
4.1.3 Subsequent payments for the Architect's basic services shall be ,
made monthly, and where applicable, shall be in proportion to
services performed within each phase of the service.
4.1.4 Payments on account of additional services described in Article 6 '
and for reimbursable expenses shall be made monthly upon
submittal of the Architect's invoice for services rendered or
expenses incurred. '
4.1.5 An invoice submitted by the Architect under this Agreement shall
be paid by the Client within thirty days after submittal of the '
invoice to the Client. '
4.1.6 An unpaid invoice shall bear interest at 5% per annum above the
bank rate 30 days after the date that the .Architect submits an
invoice for fees, reimbursable expenses, and applicable taxes. '
4.1.7 Bank rate means the bank rate established by the Bank of Canada
as the minimum rate at which the Bank of Canada makes short term
advances to the chartered banks. ,
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4.1.8 No deductions shall be made by the Client from amounts payable
to the Architect on account of penalty, liquidated damages, or ,
other sums withheld from payments to Contractors, or on account
of the cost of changes in the Work other than those for which the
Architect is proven to be legally responsible or has agreed to pay.
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4.2 4.2.1 In Article 4 and Schedule A, direct personnel expense means the
Direct Personnel salary of the Architect's or the Architect's consultant's personnel e
Expense engaged on the Project plus the cost of such mandatory and '
customary contributions and employee benefits as employment
taxes and other statutory benefits, insurance, sick leave, holidays, `L
vacations, pensions and similar contributions and benefits.
4.3 4.3.1 In Article 4 and Schedule A, reimbursable expenses include, but
Reimbursable are not limited to, the following expenses incurred by the Archi-
Expenses tect, the Architect's employees and consultants in the interest of the
Project plus the percentage of such actual expenditure for admin- 74
istrative services specified in Schedule A: U
1. transportation in connection with the Project for authorized '
travel, e.g., for transportation, lodging and meals;
2. communication and shipping, e.g., for long distance telephone
calls and facsimile messages, courier service, postage and
electronic conveyances; '
3. reproduction of plans, sketches, drawings, graphic representa-
tions, specifications and other documents;
4. renderings, plotting of computer-generated drawings, models, ,
and mock-ups specifically requested by the Client;
5. fees, levies, duties or taxes for permits, licences or approvals
from authorities having jurisdiction;
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r6. overtime services authorized in advance by the Client to the
extent that the cost of such services exceeds normal direct
personnel expenses-,
7. additional insurance coverage or limits, including that of
professional liability insurance, requested by the Client in
excess of that normally carried by the Architect and the
' Architect's consultants.
If any invoice submitted by the Architect remains unpaid by the
Client for sixty days or more from the date the invoice was 4.4.1 4.4
' submitted, then the Architect may give seven days' written notice to Architect's Right to
the Client that the Architect will stop rendering services. Stop Rendering
Services
If within seven days of delivery of the notice in 4.4.1, the Client has
not paid the Architect's invoice, or the Architect and the Client have 4.4.2
not agreed in writing on terms for payment of the invoice, the
Architect may stop rendering services on the Project, and in that
' event the Client shall not have any claim whatsoever against the
Architect for any loss, cost, damage, or expense incurred or
anticipated to be incurred by the Client as a result.
The rights of the Architect given by Article 4.4 are in addition to and
not in substitution for any other rights the Architect may have under 4.4.3
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this Agreement or otherwise for non-payment of the Architect's
' invoices by the Client.
The basis for calculating the applicable portion of the fee for each
phase of the Architect's basic services shall be as follows: 4.5.1 45
.y 1. Schematic Design Phase: the mutually agreed Construction Percentage-Based
Budget at the commencement of the phase. Fee
2. Design Development Phase: the approved Construction Cost
' estimate at the commencement of the phase.
3• Construction Documents Phase: the approved Construction
Cost estimate at the commencement of the phase.
' 4. Bidding or Negotiation Phase: the approved Construction Cost
as
estimate at the commencement of the phase.
5. Construction Phase — Contract Administration: the Construction
Cost, including change orders and additional Project cost
oapproved during the construction of the Work.
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Z, For the Architect's basic services relative to the portions of the
Project that are designed but then deleted or otherwise not 4.5.2
constructed, the fee for those portions of the Work shall be
proportionate to the extent of such services in accordance with
Article A2.3 and shall be based on the lowest bona fide bid or
' negotiated proposal or, if there is no such bid or negotiated
Uproposal, the latest approved Construction Cost estimate.
' For services in Schedule B and when revisions or additions are made
to the program of requirements or previously approved documents 4.6.1 4.6
prepared by the Architect and such revisions or additions require Fee for Additional
services beyond those already provided, the fee for such additional Services
ry services shall be based on the rates in Article A3 of Schedule A or
°ti as otherwise mutually agreed with the Client.
4.7 4.7.1 If the scope of the Project or of the Architect's basic services is '
Changes and changed, the fees shall be equitably adjusted.
Adjustments ,
4.7.2 If and to the extent that the contract time initially established in the
Contract for construction is exceeded or extended through no fault
of the Architect, fees for services required for such extended period
of the contract administration shall be computed as set forth in ,
Article A3 of Schedule A.
4.8 4.8.1 If the Project is suspended or abandoned in whole or in part for ,
Project Suspension more than a total of 60 days whether consecutive or not, the
or Abandonment Architect shall be paid within 30 days of the date that an invoice
is submitted for all services performed, together with reimbursable
expenses then due and suspension expenses calculated in the '
same manner as termination expenses in paragraph 5.7.5. If the
Project is resumed after being suspended or abandoned in whole
or in part for more than a total of 60 days whether consecutive or '
not, the Architect's fee shall be equitably adjusted.
4.9 4.9.1 In the event that new or additional taxes in respect of the services
Taxes included in this Agreement are required by federal or provincial '
legislation after the Agreement is executed, the amount under this
Agreement shall be adjusted to include such levies.
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4.9.2 Fees and reimbursable expenses may be subject to such value �
added taxes as the Federal Goods and Services Tax. The Client shall
pay to the Architect, together with and in addition to any fees and
reimbursable expenses that become payable, any value added '
taxes that become payable in relation to the fees and reimbursable v
expenses as required by legislation.
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4.10 4.10:1 The Architect shall maintain, by generally accepted accounting
Accounting Records methods, records of reimbursable expenses, of expenditures p
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pertaining to the Architect's additional services and of services for
which the fee is computed as a multiple of direct personnel '
expense. These records shall be available to the Client at mutually
convenient times. 7
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1 General Conditions 5
' Copyright for the design and drawings prepared by or on behalf of 5.1.1 5.1
the Architect belong to the Architect. Plans, sketches, drawings, Copyright
graphic representations and specifications, including computer
generated designs, are instruments of the Architect's service and
' shall remain the property of the Architect whether the Project for
which they are made is executed or not.
' Submissions or distribution of the Architect's plans, sketches, 5.1.2
drawings, graphic representations and specifications to meet official
regulatory requirements or for other purposes in connection with
the Project is not to be construed as publication in derogation of the
Architect's reserved rights.
The Client may retain copies, including reproducible copies, of 5.2.1 5.2
' plans, sketches, drawings, graphic representations and specifications Use of
for information and reference in connection with the Client's use Documents
and occupancy of the Project. Except for reference purposes, the
plans, sketches, drawings,graphic representations and specifications
' shall not be used for additions or alterations to the Project or on any
other project.
As a condition precedent to the use of the plans, sketches, drawings, 5.2.2
' graphic representations and specifications for the Project, all fees
and reimbursable expenses of the Architect are required to be paid
in full.
v The Client shall be entitled to keep original models or architectural 5.2.3
renderings the Client specifically commissioned.
The Architect shall be entitled to sign the building by inscription or 5.3.1 5.3
otherwise on a suitable and reasonably visible part of the permanent Project
fabric of the building. Identification
The Architect shall be entitled to include as part of the Contract 5.3.2
Documents a provision to erect a sign identifying the Architect and
the Architect's consultants on the Project site.
For purposes of Article 5.4, "dispute" means a disagreement arising 5.4.1 5.4
out of or in connection with this Agreement or in respect of any Dispute
defined legal relationship associated with it or derived from it and Resolution
includes any failure to reach agreement where an agreement is
required.
' The parties shall make all reasonable efforts to resolve a dispute by 5.4.2
amicable negotiations and agree to provide, on a without prejudice
C� basis,frank,candid and timely disclosure of relevant facts,information
and documents to facilitate these negotiations.
If the parties have been unable to resolve a dispute,either party may, 5.4.3
by written notice, require the appointment of a mediator in accor-
dance with the latest editon at date of execution of this Agreement
of the Rules for Mediation and Arbitration of Construction Disputes,
° CCDC Document 40, to assist the parties to reach agreement. Unless
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' the parties agree otherwise, the mediated negotiations shall be con-
ducted in accordance with those Rules as amended as follows:
1. all references to "the Contract" are to be considered references '
to "this Agreement";
2. for references in CCDC 40 for Schedule; time; Extension of time ,
period; and termination if no agreement; the time period shall
be adjusted from "10 Working Days" to read "15 calendar days".
5.4.4 If the dispute has not been resolved within 15 calendar days after a ,
mediator was appointed under paragraph 5.4.3, or within such fur-
ther period agreed to by the parties, the mediator shall terminate the
mediated negotiations by giving written notice. ,
5.4.5 All unresolved disputes shall be referred to and finally resolved by
arbitration under the latest edition of the Rules for Mediation and
Arbitration of Construction Disputes, CCDC Document 40 as amend- t
ed as follows:
1. all references to "the Contract" are to be considered references
to "the Agreement"; and '
2. the applicable date referring to Substantial Performance of the
Work does not apply.
5.4.6 Dispute resolution shall be conducted in the jurisdiction of the prin- ,
- cipal place of business of the Architect unless otherwise agreed.
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5.5 5.5.1 For the purposes of Article 55: '
Liability of the 1. "claim" or "claims" shall mean a claim or claims whether in
Architect contract or tort. s
2. the "Architect" includes Architect's officers, directors, employ- '
ees, representatives and consultants.
5.5.2 The Client agrees that any and all claims which the Client has or
hereafter may have against the Architect in any way arising out of M '
or related to the Architect's duties and responsibilities pursuant to
this Agreement, shall be limited to the amount of:k25#R&& the single
project coverage of $10,000,000 Aggregate and $5,000,000 Claint '
5.6 5.6.1 For the purposes of Article 3.1.3 and Article 5.6: Limit
Toxic or 1. "toxic or hazardous substances or materials" means any solid,
Hazardous liquid, gaseous, thermal or electromagnetic irritant or contami-
Substances nant and includes, without limitation, pollutants and hazard- '
or Materials ous or special wastes whether or not defined in any federal,
provincial or municipal laws, statutes or regulations;
2. "Architect" includes the Architect's officers, directors, employ- '
ees, representatives and consultants.
5.6.2 Unless otherwise specifically provided in this Agreement, the
Architect shall have no responsibility for: s '
1. the discovery, reporting, analyses, evaluation, presence, han-
dling, removal or disposal of, v
2. the advice of any independent expert selected by the Architect '
on behalf of the Client and the Contractor under the Contract
in respect of, or
3. the exposure of persons, property or the environment to, toxic ,
or hazardous substances or materials in any form at the Place 41
of the Work. o
' Unless otherwise stated in this Agreement, the Architect's services 5.7.1 5.7
terminate one year after certification of Substantial Performance of Termination
' the Work.
This Agreement may be terminated by either party upon not less 5.7.2
than seven days' written notice should the other party fail substan-
tially 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 5.7.3
' days' written notice to the Architect in the event that the Project is
permanently abandoned.
' In the event of termination, the Architect shall be paid within 30 5.7.4
days of the date that an invoice is submitted for all services
performed to the effective termination date, together with
reimbursable expenses and applicable taxes then due and all
' termination expenses as defined in paragraph 5.7.5.
Termination expenses mean expenses directly attributable to 5.7.5
' suspension or abandonment of the Project or termination of this
Agreement for which the Architect is not otherwise compensated,
and in addition, an amount computed as a percentage of the total
s fee for the Architect's basic services and additional services earned
to the time of termination, as follows:
1. twenty percent if suspension or termination occurs during the
schematic design phase; or
y2. ten percent if suspension or termination occurs during the
design development phase; or
3. five percent if suspension or termination occurs during a phase
' subsequent to the design development phase.
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Unless otherwise specified, this Agreement shall be governed by the 5.8.1 5.8
y law of the principal place of business of the Architect. Law Governing
' This Agreement
The Client and the Architect, respectively bind themselves, their 5.9.1 5.9
ti partners, successors, assigns and legal representatives to the other Successors
party to this Agreement and to the partners, successors, assigns and and Assigns
legal representatives of such other party 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 5.10.1 5.10
between the Client and the Architect and supersedes all prior Extent of
negotiations, representations, or agreements, either written or oral. Agreement
V This Agreement may be amended only in writing signed by both
Client and Architect.
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6 Other Conditions 1
1. It is agreed the fees outlined in Schedule A do not include:
a) Increase in the scope of work as required by the Municipality of Clarington '
RFP 2001-4 received July 9, 2001.
b) All costs for specialized materials inspection and testing including
geotechnical investigations.
c) All costs for specialist consultant services for environmental, '
archeological, traffic impact and storm water management.
d) Fees for all permits and applications.
e) Goods and Services Tax. t
2. The agreed fees includes the Architect's services set out in this contract,
the Client's Request for Proposal RFP 2001-4 and the Architect's subsequent
letter dated Augutst 28, 2001 (collectively the "Architect's Services") . '
3. We hereby agree additional services for future phases of the work, provided
the project value is in the same order of magnitude (e.g. $3,000,000 plus or
multiple million dollar projects) will be completed at a percentage fee of
5.6%. Additional services on smaller projects will be completed for a '
negotiated fee mutually acceptable by both the Municipality of Clarington
and the Architect.
4. The agreed fees include development of a three (3) year operational budget '
forecast for the new building in consultation with the Building Committee
per RFP 2001-4. Z,
5. The client agrees to reimburse the Architect for single project coverage
under the Ontario Association of Architects Indemnity Plan for increased '
liability insurance. An administration fee in the amount of 10% of the
cost of the insurance will be added. �
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This Agreement entered into as of the day and year first above
written. ,
Client �
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Corporation of the Municipality Cla iRzton ,
4'-a
John Mutton, Mayor 6fttft rrie, Clerk
Witness ,
Architect V
Barry o Bryan A to 1 'mited_ '
Witness _ ,
1 Schedule A
Fees and Reimbursable Expenses
' The Client shall pay fees and reimbursable expenses to the Architect when invoices are submitted
as set forth below:
' Al INITIAL PAYMENT
A1.1 The Client shall pay an initial amount of N/A dollars
($ N/A ) upon execution of this Agreement. The payment shall be credited to the Client's
account at final payment.
A2 FEE FOR SERVICES
' A2.1 The fee for the Architect's basic services shall be computed as follows; (Here, insert basis of
fees, including fixed amounts, hourly rates, multiples of direct personnel expense, or percen-
ttages, and identify phases to which particular fee calculations apply, if necessary.)
.1 Part A — Master Plan Design (Includes Items 13.1 to 13.9 in
RFP 2001-4) :
' Lump Sum Fee - $64,000.00
.2 Part B — Architectural Services for Twin Pad Arena Recreation
' Complex and Associated Site Work:
A percentage fee of 5.6% of the construction cost as defined in
Article 1.2, estimated to be $12,700,000.00.
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A2.2 If through no fault of the Architect, the services for the schematic design phase, the design
' y development phase, and the construction documents phase have not been completed within
Sao eight months after the date of this Agreement, or for the remaining phases within
seventeen months after the date of this Agreement, the amounts, rates, and multiples set forth
o in this Article applicable to the respective phases of service shall be subject to review and
equitable adjustment. (Part B work only)
A2.2.1 Part A work to be completed by December 2001.
A2.3 When the fee for the .Architect's basic services is a fixed amount or percentage-based, it shall
be apportioned to the phases of service as follows: (Include any additional phases as
appropriate). (Part B work only)
Schematic Design Phase percent (15 °/u)
Design Development Phase percent (15 %)
V Construction Documents Phase percent (45 %)
Bidding or Negotiation Phase percent ( 5 %)
Construction Phase — Contract Administration percent (20 %)
Total one hundred percent (100%)
A3 FEES FOR ADDITIONAL SERVICES '
A3.1 Fees for the Architect's additional services, excluding those provided by the Architect's '
consultants, shall be computed as follows: (Here, insert basis of fees, including hourly rates
and multiples of direct personnel expense for officers, directors, partners, principals and
employees. Identify specific services to which particular fee calculations apply, if necessary.)
Refer to BBA's fee proposal dated July 17, 2001, Page 25, Schedule A
2001 BBA Standard Billing Rates.
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A3.2 Fees for additional services provided by the Architect's consultants shall be as invoiced by the �
consultant according to the hourly rates and multiples of direct personnel expense set out
below plus 10 % of the consultant's invoiced amounts. (Identify specific types of consultants
in Article 6, if required.) '
Refer to BBA's fee proposal dated July 27, 2001, Page 26, Schedule B
Sub—Consultant Standard Billing Rates.
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A3.3 Hourly rates of fees in A.3 are subject to review and adjustment annually or as follows: (Here, L
insert effective dates or time periods for periodic adjustments in hourly rates.) '
Standard billing rates are effective until December 31, 2001. Adjustments
may be made for hourly rates in 2002 and 2003. '
A4 REIMBURSABLE EXPENSES
A.4.1 The percentage added to the reimbursable expenses for administrative services in Article 4.3 '
shall be
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1 Schedule B
Additional Services
' B1 PROVISION OF ADDITIONAL SERVICES
131.1 The additional services described in this schedule are not included in the Architect's basic
' services unless so identified in Article 6. The Architect shall only provide these additional
services if authorized by the Client.
B2 PROJECT REPRESENTATION
B2.1 Providing more exhaustive or continuous on site review or representation.
1. If more extensive representation at the site than is described in paragraph 2.6.2.6 is required,
' the Architect shall provide one or more Project representatives to assist in carrying out such
additional site review responsibilities.
2. Such Project representatives shall be selected, employed, and directed by the Architect, and
the Architect shall be compensated as agreed by the Client and Architect.
B3 OTHER ADDITIONAL SERVICES
' B3.1 Providing analyses of the Client's needs and programming requirements for the Project.
B3.2 Providing financial feasibility, Project Budget or other special costing studies.
' B3.3 Providing site evaluations, planning surveys, or comparative studies of prospective sites.
B3.4 Providing special surveys, environmental studies and submissions and other related services
required for approval by authorities having jurisdiction over the Project, except for those set
' out in paragraph 2.2.4, including submission for zoning changes, variances from by-laws or
v site plan approvals necessary for proceeding with the Project.
B3.5 Providing services relating to future facilities, systems and equipment.
B3.6 Providing services to investigate existing conditions or facilities such as preparing measured
drawings or verifying the accuracy of drawings or other information furnished by the Client.
B3.7 Providing detailed estimates of Construction Costs, detailed quantity surveys, inventories of
material and equipment, or analyses of owning and operating costs.
B3.8 Providing interior design, graphic design, signage and other similar services required for or
in connection with the selection, procurement or installation of furniture, furnishings and
related equipment.
� B3.9 Providing tenant layout and design services.
B3.10 Preparing models or architectural renderings specifically commissioned by the Client. other than
' those listed in Part A — Master Plan Design (Items 13.1-13.9 in RFP 2001-4)
B3.11 Preparing documents for alternative, separate or sequential bids or providing extra services
Uin connection with bidding, negotiation, or construction prior to the completion of the con
struction documents phase.
B3.12 Co-ordinating construction work performed by separate contractors or by the Client's own
forces and co-ordinating the services required in connection with construction performed and
' equipment supplied by the Client.
B3.13 Providing services in connection with the Work of a construction manager, or separate
consultants retained by the Client.
B3.14 Providing services after the date of Substantial Performance of the Work, except for those
described in 2 The Architect's Responsibilities_.
B3.15 Providing services after expiry of the period of one year following the date of Substantial
Performance of the Work.
B3.16 Revising or providing additional drawings, specifications or other documents which are: '
1. caused by instructions that are inconsistent with instructions or written approvals previously
given by the Client, including revisions made necessary by adjustments in the Client's
program or Project Budget; '
2. caused by the enactment or revisions of statutes, regulations, codes or by-laws, subsequent
to the preparation of such documents;
3. caused by an interpretation by the authorities having jurisdiction which differs from the '
Architect's interpretation of statutes, regulations, codes and by-laws, which difference the
Architect could not have reasonably anticipated, or
4. due to changes required as a result of the Client's failure to render decisions in a timely
manner. '
B3.17 Providing services required because of significant changes in the Project including, but not
limited to size, quality, complexity, the Client's schedule, or the method of bidding or '
negotiating and contracting for construction, except for services required under paragraph
2.9.2.
B3.18 Preparing drawings, specifications and supporting data, evaluating Contractor's proposals, '
and providing other services in connection with changes to the Project.
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B3.19 Providing services in connection with evaluating substitutions proposed by the Contractor and v
making subsequent revisions to the drawings, specifications and other documentation '
resulting from them; �
B3.20 Making investigations, inventories of materials and equipment, valuations and detailed ,
appraisals of existing facilities.
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B3.21 Providing services made necessary by the default of the, Contractor, by major defects or
deficiencies in the Work of the Contractor, or by failure of performance by either the Client '
or Contractor under the Contract.
B3.22 Providing consultation concerning replacement of any work damaged by fire or other cause y '
during construction and furnishing services as may be required in connection with the y
replacement of such work.
B3.23 Providing services in evaluating an extensive or unreasonable number of claims submitted by '
the Contractor or others in connection with the Work.
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B3.24 Preparing record drawings showing changes in the Work made during construction based on '
marked-up prints, drawings, and other data furnished by the Contractor to the Architect; the
accuracy of such information shall be the sole responsibility of the Contractor.
B3.25 Providing assistance in the utilization of equipment or systems such as testing, adjusting and Z '
balancing, preparation of operation and maintenance manuals, training personnel for
operation and maintenance and consultation during operation. Z
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B3.26 Providing services to the Client in connection with any public hearing, mediation, arbitration
proceeding, or legal proceeding.
B3.27 Providing for services of consultants for other than the architectural, structural, mechanical and
electrical engineering portions of the Project provided as a part of the Architect's basic services.
B3.28 Translating documents into a language other than the language of this Agreement.
B3.29 Providing or arranging for any services not otherwise included in this Agreement. ,