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AGREEMENT FOR PROFESSIONAL SERVICES FOR THE CLEARWATER ECONOMIC DEVELOPMENT ASSOCIA TION/COMTECH-AHA ALTURAS TECHNOLOGY PARK FACILITY THIS AGREEMENT, made and entered into this day of 2004, by and between the CITY OF MOSCOW, IDAHO, a municipal corporation of the State of Idaho (hereinafter referred as "AGENT"), Design West Architects, P,A (hereinafter referred to as "ARCHITECT"), and the Clearwater Economic Development Association (hereinafter referred to as "OWNER"). WITNESSETH: WHEREAS, AGENT and OWNER intend to contract with a professional organization for the engineering and architectural design, bid document preparation, bid process assistance and construction management services for the construction of an approximately twelve thousand (12,000) square foot facility to be owned by OWNER, to house the operations and facilities of Comtech-AHA Corporation, and to be located within the Alturas Technology Park within the City of Moscow, Idaho (hereinafter referred to as the "PROJECT"); and WHEREAS, it is the intent of the parties to this Agreement that ARCHITECT will work principally with OWNER toward completion of the work on the PROJECT and that AGENT will be kept informed of PROJECT progress but will not regularly participate in the day-to-day activities which relate to ARCHITECT's performance of work hereunder; and WHEREAS, ARCHITECT agrees to perform the various professional services required for the Planning Design Development through Construction Administration of the PROJECT; and NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: DEFINITIONS A. Cost Estimate. An opinion of probable construction cost made by the ARCHITECT. In probable construction cost, it is recognized that neither the OWNER nor the ARCHITECT has control over the costs of labor, equipment, or materials, or over the Contractor's methods of determining prices or bidding. The opinion of probable construction costs is based on the ARCHITECT's reasonable professional judgment and experience and does not constitute a warranty, express or implied, that the ARCHITECT's bids or the negotiated price of the Work will not vary from the OWNER's budget or from any opinion of probable cost prepared by the ARCHITECT. B. Inspect, Inspection. The visual observation of construction to permit the ARCHITECT, as an experienced and qualified professional, to determine that the work on the PROJECT, when completed by the Contractor, generally conforms to the Contract Documents. In making such inspection. the ARCHITECT make no guarantees for, and tbr Professional Services CEDA/Comtech¯AHA Page I of 10 2004-'17 ---PAGE BREAK--- shall have no authority or control over, the Contractor's perfi)fmance or failure to perform the work on the PROJECT in accordance with the Contract Documents. The ARCHITECT shall have no responsibility for the means, methods, techniques, sequences or procedures selected by the Contractor or for the Contractor's safety precautions and programs, nor for failure by the Contractor to comply with any laws or regulations relating to the performance or furnishings of the work on the PROJECT by the Contractor, SECTION II: SCOPE OF WORK ARCHITECT shall provide professional services for the PROJECT as outlined m this Agreement in accordance with the terms and conditions of this Agreement. ARCHITECT's services consist of the customary design professional services described below and include normal structural, mechanical, electrical, ADA, code compliance and deferred maintenance services, in addition to those services described elsewhere in this Agreement for Design Development through Construction Administration. The Scope Of Work to be completed pursuant to this Agreement is described in Exhibit A, which is attached hereto and incorporated herein by this reference, the same as if fully transcribed and copied. SECTION III: CHANGES IN THE WORK (Change Orders) AGENT, OWNER and ARCHITECT may make additions to the Scope of Work by \Vritten agreement of all parties. AGENT and OWNER may omit work previously ordered, without penalty, by written instructions to ARCHITECT. The provisions of this Agreement, with appropriate changes in ARCHITECT's compensation and PROJECT schedule, shall apply to all additions and omissions. It is further agreed that the PROJECT is to be completed as described herein, and that AGENT and OWNER shall retain the right to direct ARCHITECT to halt work, including any work in progress, at any time, without penalty, subject only to ARCHITECT's right to compensation for work performed on the PROJECT up to the date ARCHITECT is directed by AGENT and OWNER to halt work. SECTION IV: INDEPENDENT CONTRACTOR The contracting parties warrant by their signature that no employer/employee relationship is established between ARCHITECT, OWNER and AGENT by the terms of this Agreement. It is understood by the parties hereto that ARCHITECT is an independent contractor and as such neither it nor its employees, if any, are employees of OVv'NER or AGENT for purposes of tax, retirement system, social security (FICA) withholding. SECTION V: COMPENSATION A. For the services performed lor Phase I of the PROJECT, as described in Exhibit A which is attached hereto and incorporated herein by this reference, the same as if fully Agreement for Professional Services I A Page 2 of 10 ---PAGE BREAK--- transcribed and copied, pursuant to this Agreement, ARCHITECT shall be compensated in a stipulated sum not to exceed forty five thousand dollars ($45,000) plus Reimbursable Expenses as described in this Agreement. The Phase I stipulated sum breakdown is included in Exhibit A. B. For the services performed for Phase II of the PROJECT, as described in Exhibit A pursuant to this Agreement, ARCHITECT shall be compensated in a stipulated sum not to exceed forty eight thousand five hundred dollars ($48,500) plus Reimbursable Expenses as described in this Agreement. The Phase II services stipulated sum breakdown is included in Exhibit A. SECTION VI: PAYMENT Payment for services rendered by ARCHITECT shall be in accordance with the following: ARCHITECT shall submit invoices to OWNER and AGENT, and ARCHITECT shall be compensated therefore for work completed and Reimbursable Expenses incurred during that period as otherwise provided herein. Payments for invoices prepared by ARCHITECT shall be due and payable net forty five ( 45) days by AGENT. If AGENT does not make payments to ARCHITECT in accordance with this Agreement, ARCHITECT may suspend its services on the basis of non-performance on the part of AGENT. When such progress payments are restored, ARCHITECT shall continue its services under this Agreement. SECTION VII: REIMBURSABLE EXPENSES A. Reimbursable Expenses are expenses incurred by the ARCHITECT and ARCHITECT's employees and consultants for work that is directly related to the PROJECT and are in addition to compensation provided for Services defined within Section li of this AGREEMENT. Reimbursable expenses shall include actual expenditures plus a ten percent (10%) handling fee made by ARCHITECT and shall be limited to the following items unless written authorization is provided in advance by OWNER and AGENT: I) Transportation in connection with the PROJECT, authorized out-ofĮto\Vn travel and subsistence, and electronic communications; 2) Fees paid for securing approval of authorities having jurisdiction over the PROJECT; 3) Reproductions, plots, standard form documents, postage, handling and delivery of instruments of service; 4) Expenses of telephone or data communication directly associated with the PROJECT; Agreement for Professional Services CEDAiComtech-AIIA Page 3 of 1 0 ---PAGE BREAK--- B. Reimbursable Expenses paid to ARCHITECT pursuant to this Agreement shall not exceed five thousand five hundred dollars ($5,500)). SECTION VIII: ARCHITECT'S ACCOUNTING RECORDS Records of ARCHITECT'S additional services and Reimbursable Expenses pertaining to the PROJECT shall be kept on a recognized accounting basis acceptable to OWNER and AGENT and shall be available to OWNER. AGENT or their authorized representatives at the 0\VNER'S or AGENTS convenience. SECTION IX: TERMINATION OF AGREEMENT This Agreement may be terminated by ARCHITECT upon thirty (30) days' \;/Titten notice, should OWNER fail to substantially perform in accordance with its terms through no fault of ARCHITECT. 0\VNER and AGENT may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to ARCHITECT except as designated by this Agreement. All working drawings shall become the property ot: and shall be surrendered to 0\VNER and AGENT. SECTION X: EXTENT OF AGREEMENT This Agreement may be amended only by written instrument signed by all parties hereto. SECTION XI: DATA OF RECORD OWNER and AGENT shall make available to ARCHITECT all technical data of record in OWNER's and AGENT's possession, including maps, surveys, borings, and other information required by ARCHITECT relating to the PROJECT. SECTION XII: QUALIFIED ESTIMATES OF COST The estimates of cost for the PROJECT herein are to be prepared by ARCHITECT through exercise of its experience and judgment in applying presently available cost data; but it is recognized that ARCHITECT has no control over cost of labor and materials, or other competitive bidding procedures and market conditions so that ARCHITECT cannot warrant that the PROJECT construction costs will not vary from their cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release ARCHITECT from exercising the skill, care, and professional judgment exercised by similarly situated professional architects. SECTION XIII: TERVIINATION OF PROJECT If any portion of the PROJECT covered by this Agreement shall be suspended, abated, abandoned, or terminated, 0\VNER shall pay ARCHITECT for the services rendered to the date of such suspended, abated. abandoned, or terminated work. Agreement ror Professional Services CEDA!Comtech-AHA Puge 4 of 10 ---PAGE BREAK--- SECTION XIV: OWNER'S RESPONSIBILITY FOR SPECIAL COSTS AND RELIANCE ON OWNER INFORMATION OWNER shall pay for all costs and shall obtain licenses, geotechnical reports, topography and boundary surveys, materials testing, destructive discovery, hazardous material surveys and removal and/or management plans and any permits that may be required by local, State, and Federal authorities; and shall be responsible for securing necessary land, easements, and rights of-way where applicable. ARCHITECT shall be entitled to rely on the accuracy and completeness of services and infiJrmation furnished by OWNER. ARCHITECT shall provide prompt wTitten notice to OWNER and AGENT if ARCHITECT becomes aware of any errors, omissions or inconsistencies in such services or information. SECTION XV: STANDARDS OF WORK ARCHITECT agrees that the performance of work described in this Agreement including attachments and exhibits and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards and ARCHITECT will use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession. ARCHITECT shall perform services as expeditiously as possible as is consistent with professional skill and care and the orderly progress of the work. ARCHITECT will prepare a detailed schedule for the performance of ARCHITECT's services, which schedule shall be adhered to by ARCHITECT. Unless approved by 0\VNER and AGENT, ARCHITECT shall not exceed the time limits established by the schedule, except for circumstances out of ARCHITECT's control. SECTION XVI: ARCHITECT'S INSURANCE ARCHITECT will maintain throngh this Agreement the following insurances: A. Worker's compensation and employer's liability insurance as required by the State of Idaho. B. Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and offsite operations, and owned, non owned, or hired vehicles, with one million dollars ,000,000) combined single limits; C. Commercial general liability insurance covering claims for injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of ARCHITECT or of any of its employees, agents, or subcontractors, with one million dollars ,000,000) per occurrence and in the aggregate; Agn . for Professional Services Page 5 of 10 ---PAGE BREAK--- D. Errors and Omissions insurance in the amount of one million dollars ,000,000). OWNER shall be a certificate holder and shall receive notice of any pending termination of said insurance at least thirty (30) days prior to such termination. OWNER shall be named as an additional insured with respect to ARCHITECT'S liabilities hereunder in insurance coverage's identified in items and and ARCHITECT and OWNER each waive subrogation as to said policies. SECTION XVII: INDEMNITY AND HOLD HARMLESS A. ARCHITECT waives any and all claims and recourse against OWNER and AGENT, including rights of contribution for loss or dan1age to persons or property arising from, or growing out of, or in any way connected with or incident to ARCHITECT's negligent performance of this Agreement, except for liability arising out of the negligence of OWNER, AGENT or its officers, agents or employees. 13. ARCHITECT agrees, to the fullest extent permitted by law. to indemnify and hold harmless OWNER and AGENT, its ofticers, directors, and employees against all damages, liabilities, or costs, including reasonable attorneys' fees and defense costs, to the extent caused by ARCHITECT's negligent performance, and that of its subconsultants or anyone for whom the ARCHITECT is legally liable, of professional services under this Agreement OWNER and AGENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the ARCHITECT, its officers, directors, and employees against all damages, liabilities, or costs, including reasonable attorneys' fees and defense costs, to the extent caused by OWNER or AGENT's negligent acts and that of its contractors, subcontractors or consultants or anyone for whom the OWNER and AGENT is legally liable. Neither OWNER and AGENT nor ARCHITECT shall be obligated to indemnify another party in any manner whatsoever for such party's own sole negligence. C. It is understood and agreed that this Agreement does not contemplate handling ofĭ or design services including use oC asbestos or any hazardous material or any toxic substance. Therefore, OWNER and AGENT agree to hold harmless, defend and indemnity ARCHITECT for all claims, lawsuits, expenses or damages arising from or related to the handling, use. treatment, purchase, sale. storage or disposal of asbestos, asbestos products or any hazardous material or any toxic substance (or hazardous materials or toxic substances in general) other than for ARCHITECT's sole negligence. SECTION XVIII: COSTS AND ATTORNEY FEES In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, as determined by a court or through alternate dispute resolution. SECTION XIX: JURISDICTION AND VENUE Agreement for Professional Services l A Page 6 of 10 ---PAGE BREAK--- It is agreed that this Agreement shall be constmed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. SECTION XX: BINDING OF OWNER, AGENT and ARCHITECT each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partners, successors, assigns, and legal representatives of such other parties with respect to all covenants of this Agreement. SECTION XXI: NO PRECLUSION Nothing in the Agreement precludes or is intended to preclude ARCHITECT from being awarded work on other projects by 0\VNER or AGENT as such occurs !rom time to time. SECTION XXII: MODIFICATION AND ASSIGNABILITY OF AGREEMENT This Agreement contains the entire agreement between the parties tor professional Design Development through Construction Administration services related to the PROJECT, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. ARCHITECT may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of OWNER and AGENT. Any such consultant, subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. Consultants and/or subcontractors on the PROJECT known at this time are as tallows: Design West Architects, Hodge and Associates, and the remainder shall be determined at a later date. SECTION XXIII: OWNER'S REPRESENTATIVES OWNER and AGENT shall each designate a representative authorized to act m behalf of OWNER and AGENT. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. The representative of 0\VNER is Mrs. Wanda Keefer, Executive Director of the Clearwater Economic Development Association. The representative of AGENT is Mr. Bill J. Belknap, Assistant City Supervisor tor the City of Moscow, Idaho. SECTION XXIV: CONFLICT OF INTEREST ARCHITECT covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the PROJECT which would conflict in any manner or degree with the pedormance of its services hereunder. ARCHITECT further covenants that, in performing this Agreement, it will employ no person who has any such interest. for J>roCcssional Services Page 7 of 10 ---PAGE BREAK--- SECTION XXV: CHANGES IN REGULATIONS ARCHITECT shall exercise usual aud customary professional care to perform its work under the current Federal, State, and local laws and regulations in full force and effect at the date of this Agreement (except as otherwise agreed upon pursuaut to Section XXVI: SPECIAL PROVISIONS herein). In the event that ARCHITECT is requested or directed to perform work, or amend work previously accomplished. due to unforeseen or unanticipated changes or additions to current laws or regulations, such work shall be deemed a change in scope of the work and shall be cause to amend this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the chauge in conditions. SECTION XXVI: SPECIAL PROVISIONS A. Ownership and Publication of Materials. All reports, information, data, and other materials prepared by ARCHITECT pursuant to this Agreement shall be the prope1iy of OWNER, which shall be the exclusive aud unrestricted authority to release, publish, or otherwise use them, in whole or in part. All such materials developed under this Agreement shall not be subject to copyright or patent in the United States or in auy other country 'Aiithout the prior written approval and express authorization of OWNER. It is mutually understood that any alterations made to documents without ARCHITECT's direction shall void ARCHITECT's liability LU1der this subsection. B. Disclosure of Materials. It is expressly understood by OWNER and ARCHITECT that all reports, information, data and other materials prepared by ARCHITECT pursum1t to this Agreement, may be subject to disclosure under Idaho Code Title 9. Chapter 3, commonly known as the Idaho Public Writings Law. C. Non-Discrimination. ARCHITECT shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. D. The ARCHITECT shall have the right to include photographic or artistic representations of the design of the PROJECT among the ARCHITECT's promotional and professional materials. The ARCHITECT shall be given reasonable access to the completed PROJECT to make such representations. However, the ARCHITECT's materials shall not include the OWNER's or AGENT's confidential proprietary information if the OWNER or AGENT has previously advised the ARCHITECT in writing of the specific information considered by the OWNER or AGENT to be confidential or proprietary. E. Americans With Disabilities Act. With specific respect to design requirements of the Americans with Disabilities Act of 1 990 (ADA), OWNER and AGENT understand that legal interpretation of ADA is not a design professional issue to be addressed by ARCHITECT and, accordingly, OWNER and AGENT agrees to waive any action against ARCHITECT m1d agrees to indemnify aud defend ARCHITECT against any claim arising out of legal interpretation of the ADA other than for ARCHITECT's sole negligence. Agrecmcm f'or Professional Services Page 8 of 10 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have caused this Amended Agreement to be executed as of the date indicated above. ARCHITECT DESIGN WEST ARCHITECTS, P.A. L· urence C. Rose, AlA ice President STATE OF WASHINGTON ) ) ss COUNTY OF WHITMAN ) AGENT CITY OF MOSCOW, IDAHO M /7 On this day of , 2004, before me, the undersigned, a Notary in and for said State. personally C. Rose, AlA, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he executed the same in his capacity as Vice President and duly authorized representative of Design West Architects, P.A. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. OWNER Notary ublic for the State of Washington Res! mg at t!LcV.,_.dact''fjfl My commission expires: Lt}l]i/ 0 CLEARWATER ECONOMIC DEVELOPMENT ASSOCIATION for Professional Services CEDA/Comtech-AI-lA Page 9 of 10 ---PAGE BREAK--- Wanda Keefer Executive Director STATE OF IDAHO ) ) ss COUNTY OF LATAH ) On this day of Afar'' { , 2004, before me, the undersigned, a Notary in and for said State, personally app ared Wanda Keefer, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he executed the same in her capacity as Executive Director and duly authorized representative of Clearwater Economic Development Association, IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written, Residing at / , My commission expires: - Ag.reement for Professional Services CEDA/Comtech-Al IA Page 10 of 10 ---PAGE BREAK--- EXHIBIT SCOPE OF ARCHITECT'S BASIC SERVICES 1. PHASE 1- PRE-DESIGN/PROGRAMMING, DESIGN, AND COST ESTIMATING PHASE l.l At the OWNER's request, ARCHITECT shall include in the overall services coordinating, obtaining, and paying for the services of a land surveyor and geo-technical engineer. The land survey will not include any additional setting of monuments, legal descriptions, or defining of land boundary- the intent of the survey is to provide a topographic base map for the project site. It is understood that independent engineers/specialists are not a part of the design team and that the design team will rely upon their expert services. In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, explorations and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur which could affect total PROJECT cost and/or execution. Such conditions and cost/execution effects are not the responsibility of ARCHITECT. 1.2 ARCHITECT shall meet with OWNER representatives and tenant to detlne the size, scope, and quality of the PROJECT. These meetings will be summarized in a written program to define the parameters of the PROJECT to be designed. 1.3 ARCHITECT shall provide a preliminary evaluation of OWNER's program, schedule and construction budget requirements. I A Based on the mutually agreed-upon program, schedule and construction budget requirements, ARCHITECT shall prepare, for approval by OWNER, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of the PROJECT's components. 1.5 Based on the approved Schematic Design Documents and any adjustments authorized by OWNER in the program, schedule or construction budget, ARCHITECT shall prepare, for approval by OWNER, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the PROJECT as to architectural, site design, structural, mechanical and electrical systems, materials and such other elements as may be appropriate including a preliminary opinion of probable construction cost based on current area, volume or similar conceptual estimating techniques. l .6 ARCHITECT shall submit to OWNER drawings, probable construction cost estimates and other items necessary to secure conventional construction financing for the PROJECT. 2. PHASE II- CONSTRUCTION DOCUMENTS, BIDDING, & CONSTRUCTION PHASE 2.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the PROJECT or in the construction budget authorized by OWNER and AGENT, ARCHITECT shall prepare, for approval by OWNER, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the PROJECT. 2.2 ARCHITECT shall assist OWNER in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract for construction, and the form of Agreement between OWNER. AGENT and Contractor, tor OWNER and AGENT's final review and use. ---PAGE BREAK--- 2.3 ARCHITECT shall advise OWNER and AGENT of any adjustments to previous preliminary opinion of probable construction cost indicated by changes in requirements or general market conditions. 2.4 ARCHITECT shall assist OWNER in connection with OWNER's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the PROJECT. 2.5 ARCHITECT, following OWNER and AGENT's approval of the Construction Documents and of the latest preliminary opinion of probable construction cost, shall assist OWNER in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 ARCHITECT's responsibility to provide Basic Services for the Construction Phase under this AGREEMENT commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to OWNER and AGENT of the final Certificate for Payment or sixty (60) days after the scheduled date of Substantial Completion of the work on the PROJECT, defined by the bidding documents. 2.7 Duties, responsibilities and limitations of authority of ARCHITECT under this Paragraph 2.6 shall not be restricted. modified or extended without written agreement of OWNER, AGENT and ARCHITECT. 2.8 ARCHITECT shall be a representative of and shall advise and consult with OWNER and AGENT during the administration of the Contract for Construction. ARCHITECT shall have authority to act on behalf of OWNER and AGENT only to the extent provided in this Agreement unless otherwise modified by written amendment 2.9 ARCHITECT, as a representative of OWNER and AGENT, shall visit the site at intervals appropriate to the stage of the Contractor's operations, to become generally familiar with and to keep OWNER and AGENT informed about the progress and quality of the portion of the work on the PROJECT completed, to endeavor to guard OWNER against defects and deficiencies in the work on the PROJECT, and to determine in general if the work on the PROJECT is being performed in a manner indicating that the work on the PROJECT, when fully completed, will be in accordance with the Contract Documents. However, ARCHITECT shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work on the PROJECT. ARCHITECT shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work on the PROJECT, since these are solely the Contractor's rights and responsibilities under the Contract Documents. 2.10 ARCHITECT shall repmi to OWNER and AGENT known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, ARCHITECT shall not be responsible for the Contractor's failure to perform the work on the PROJECT in accordance with the requirements of the Contract Documents. ARCHITECT may be responsible for ARCHITECT's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the work on the PROJECT. 2.11 ARCHITECT shall at all times have access to the work on the PROJECT wherever it is in preparation or progress. 2.12 Except as otherwise provided in this Agreement or when direct communications have been ---PAGE BREAK--- specially auttM·ized, OWNER shall endeavor to commt\. ,ate with the Contractor through ARCHITECT about matters arising out of or relating to the Contract Documents. Communications by and with ARCHITECT's consultants shall be through ARCHITECT. 2.13 ARCHITECT shall make interpretations and decisions regarding the intent of the Contract Documents. When making such interpretations and initial decisions, ARCHITECT shall endeavor to secure faithful performance by both OWNER and Contractor, shall not be liable for results of interpretations or decisions so rendered in good faith. 2.14 The ARCHITECT shall make initial decisions on claims, disputes or other matters in question between OWNER and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents 3. COMPENSATION SUMMARY 3.1 For Basic Services, as described in this AGREEMENT and the sections above, Basic Compensation shall be based on the stipulated sum of Ninety Three Thousand Five Hundred Dollars ($93,500) 3.2 Progress payments for Basic Services in each Phase shall total the following percentages of the total Basic Compensation payable: Phase I- Initial Funding Phase (Gem Community Grant) Programming Phase: Schematic Design Phase: Design Development Phase: $4,400 $14,000 live percent tlfteen percent (15%) $19,500 twenty one percent (21%) Phase II- Subsequent Funding Phase (Rural Development Community Block Grant) Construction Documents Phase: $35,400 thirty eight percent (38%) Bidding or Negotiation Phase: $2,600 three percent Construction Phase: $17.600 nineteen percent (19%) Total Basic Compensation: $93,500 one hundred percent ( 100%) 3.3 COMPENSATION FOR ADDITIONAL SERVICES: For any additional services of ARCHITECT, beyond the scope of services included in Section and 3.2 above, such additional services shall be provided only as authorized in writing in advance by Owner and AGENT based upon the hourly rates defined below: Principal Architect $105.00 I hour Project Architect 590.00 I hour Technical Staff $75.00 I hour Clerical S45. 00 I hour 3.4 The cost for additional services of consultants and/or subcontractors, including additional structural, mechanical and electrical engineering services, shall be the amounts billed to the Architect for such services plus a ten percent handling fee.