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August 15, 2017 PROSPECTIVE OFFERORS Subject: RFP 18-002 Architectural and Engineering Services Capital Bond Improvement Projects Request for Proposals for Architectural and Engineering Services for Capital Bond Improvement Projects will be received by Fairfax County Public Schools (FCPS), Gatehouse Administration Center (GAC), 8115 Gatehouse Road, Suite 3400, Falls Church, VA 22042, an equal opportunity employer. Proposals will be received no later Wednesday, September 27, 2017, at 3:00 p.m. The Request for Proposal for Architectural and Engineering Services for Capital Bond Improvement Projects will be available on Friday, September 1, 2017, on FCPS web page, www.fcps.edu , search for Design and Construction Current Solicitations. For additional questions, contact Sharon Kropp, senior buyer, at 571-423-2414 or via email at [email protected]. You may also contact Brady Rauch, coordinator, Office of Design and Construction at 571-423-2200 or via email at [email protected].

Department of Facilities and Transportation Services Design and Construction Services

8115 Gatehouse Road, Suite 3500 Falls Church, Virginia 22042-1203

http://www.fcps.edu/

mailto:[email protected]


Department of Facilities and Transportation Services Design and Construction Services

8115 Gatehouse Road, Suite 3500 Falls Church, Virginia 22042-1203

______________________________________________________________________________________ September 1, 2017 RFP #18-002 Architectural and Engineering Services Capital Bond Improvement Projects Offerors: You are invited to submit a proposal for architectural and engineering services for Capital Bond Improvement Projects in accordance with the terms and conditions of this solicitation. Disciplines include civil engineering, architectural, mechanical, electrical, plumbing, geo-technical, environmental assessment, interior design, structural, acoustical engineering and fire protection services. Proposals will be received and must be time stamped at the receptionist desk in the Office of Design and Construction Services, Gatehouse Administrative Center, 8115 Gatehouse Road, Suite 3400, Falls Church, Virginia 22042-1203, before 3:00 p.m., Wednesday, September 27, 2017. Proposal received after the date and time stated will not be accepted. Questions may be directed to the Senior Buyer, Sharon Kropp, CPPB, at 571-423-2414 or via email at [email protected]. Questions may also be directed to the Coordinator, Brady Rauch, Office of Design and Construction, at 571-423-2200 or via email at [email protected]. Sharon Kropp, CPPB Senior Buyer Attachments: Request for Proposal - Special Provisions RFP Checklist Appendix A - RFP Cover Sheet Appendix B - Sample Agreement Between Owner And Architect



RFP #18-002 SPECIAL PROVISIONS

1. SCOPE OF CONTRACT: The purpose of this Request for Proposal (RFP) is to enter into contracts with multiple, licensed and qualified firms for architectural and engineering services for Fairfax County Public Schools (FCPS) Capital Bond Improvement Projects.

2. BACKGROUND:

The Department of Facilities and Transportation Services is responsible for the design and construction of Capital Bond Improvement Projects for FCPS. Its mission is to ensure that all FCPS facilities are appropriately planned, designed, constructed, and operated. The Office of Design and Construction Services (D&C), located at Gatehouse Administrative Center (GAC), 8115 Gatehouse Road, Suite 3500, Falls Church, VA 22042-1203, provides for the acquisition of new school and the administration of design and construction of new schools, additions to existing buildings, renovations, and improvements of existing school facilities in accordance with approved educational specifications and building codes.

A. Capital Bond Improvement Project disciplines include, but are not limited to, civil

engineering, architectural, mechanical, electrical, plumbing, geo-technical, environmental assessment, interior design, structural, acoustical engineering, and fire protection.

B. Capital Bond Improvement Projects include, but are not limited to, replacing and/or installing:

1. Roofs as directed by D&C. 2. Finishes. 3. Doors and windows. 4. Specialties, equipment, and casework, unless otherwise directed. 5. Additions and/or replacement of fire suppression systems. 6. Plumbing and HVAC systems, unless otherwise directed. 7. New Automatic Temperature Control (ATC) systems. ATC systems in additions shall

match existing systems, unless otherwise directed. 8. Elevator(s) and/or other conveying systems. 9. Site and building electrical systems. 10. Cabling and related equipment for new alarm, sound, security, telecommunications,

CATV, and auxiliary sound reinforcement systems.

C. The anticipated projects are listed below. However, projects may be added or deleted depending on FCPS programming needs.

SCHOOL NAME DESCRIPTION ANTICIPATED PLANNING DATE

ANTICIPATED CONSTRUCTION DATE

West Potomac HS Addition December 2017 February 2020 Stuart HS Addition December 2018 October 2020 Madison HS Addition December 2018 October 2020 Falls Church HS Renovation December 2017 September 2021 Frost MS Renovation April 2018 December 2020 Hybla Valley ES Renovation February 2018 May 2020 Washington Mill ES Renovation December 2017 December 2019 Braddock ES Renovation January 2019 January 2021 Fox Mill ES Renovation July 2018 October 2020 Oak Hill ES Renovation July 2019 October 2021

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D. A second list of alternate architect and engineering firms (A&E) may be assigned for future

projects that may be added during the contract term according to FCPS programming needs. FCPS will attempt to offer each A&E firm an opportunity to provide services for at least one Capital Bond Improvement Project, if there are additional programming requirements. There is no guarantee that firms will be selected to provide services.

3. PHASED-OCCUPIED RENOVATION/ADDITION TASKS TO BE PERFORMED:

The following criteria relates primarily to phased renovation of and/or additions to occupied existing facilities. Additions will generally meet the same criteria but will not usually involve work in the existing facility except as necessary to physically integrate the additions such as added parking, landscaping, etc. Items referred to as “replaced” will be new in an addition. The scope of work for an addition will typically call for a fixed number of general classrooms and support spaces to meet increased enrollment. FCPS places a high priority on protecting the environment and carefully considers the conservation of energy during the design process.

A. A&E firm shall conduct existing facility walk-through with D&C staff to obtain general

overview of design intent and scope. The walk-through includes civil, structural, mechanical, electrical and plumbing (MEP) engineering consultants.

B. The A&E firm shall conduct site and building surveys, and prepare base drawings of existing conditions. The boundary and topographic survey of existing site will be provided by FCPS, but the A&E firm consultant must conduct field surveys in disturbed areas to augment and verify FCPS provided surveys. The A&E firm shall obtain as-built drawings from D&C to assist in establishing baseline conditions for the A&E survey. Under no circumstances shall these drawings be used as a substitute.

C. The A&E firm shall evaluate and repair/replace as necessary all site features including

subsurface utilities and storm systems, parking configurations, paving, walkways, curbs, stairs, lighting, fencing, playgrounds, grandstands, sports courts, tracks, fields, and outbuildings. The A&E firm shall evaluate handicapped accessibility of site and building and recommend modifications in accordance with all applicable codes.

D. The A&E firm shall evaluate existing structural systems and advise D&C of the possible

required modifications to existing structures to accommodate alterations/additions. The A&E firm shall evaluate options and recommend solutions to D&C for new addition(s) structural systems.

E. The A&E firm shall design the phasing sequence for construction. Existing systems shall

be maintained during construction. New systems must be operational before any newly finished spaces are released to the school.

F. The A&E firm shall meet with principal/staff, curriculum specialists, and interdepartmental

specialists such as food services, security, and transportation, incorporating input along with the required facility upgrades as directed by D&C.

G. The A&E firm shall develop a detailed scope of work in written and diagrammatic form and

present to school staff, PTA, community, and D&C.

H. The A&E firm shall demonstrate that project scope is within established budget and advise D&C regarding budget concerns.

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I. The A&E firm shall adhere to FCPS Educational Specifications. These Educational

Specifications are based on requirements for a new facility and shall be used as a general guide for determining programmed space deficiencies, unless it is not feasible due to existing structure conditions. The A&E design team will receive Educational Specifications, an FCPS design guide outlining specific design criteria, and a checklist for required parameters upon contract award.

J. The A&E firm shall maintain regular contact with D&C to ensure understanding of FCPS

standards. K. The A&E firm shall prepare and submit design schedules to D&C for approval.

L. The A&E firm shall meet with Fairfax County Department of Public Works and

Environmental Services (DPWES) to review overall design approach with regard to life safety and other requirements. The A&E firm shall prepare letter for signature of DPWES reviewer outlining minutes of preliminary code review meeting. This letter shall be incorporated into contract documents.

M. The A&E firm shall provide schematic, design development, intermediate and final project

documents. All submissions shall be to D&C at least four weeks prior to review meetings. Review meetings shall take place at GAC or a site designated by D&C. All consulting architects and engineers shall attend.

N. The A&E firm shall prepare contract documents and cost estimates. Estimates and project

schedules shall be updated at design development and intermediate contract documents phases.

O. The A&E firm shall submit permit drawings to D&C for submission to DPWES and monitor

plan review progress. The A&E firm shall respond to review comments immediately when notified that plans are ready for revisions.

P. The A&E firm shall submit comprehensive checklist to D&C at final submission indicating

that A&E firm has addressed all design requirements.

Q. The A&E firm shall prepare and submit letters and drawings to the Virginia Department of Education as required.

R. The A&E firm shall prepare load letters and requisite drawings to support FCPS (Owner) initiation of requests for services from required utilities.

S. The A&E firm shall participate in pre-bid meetings and facilitate construction project bidding.

T. The A&E firm shall participate in meetings required by Fairfax County such as critical structures and preconstruction meetings. The A&E firm shall provide full services during contract administration to include monitoring submittals and maintaining minutes of progress meetings. The A&E firm shall perform punch lists and input data into FCPS database via internet. The A&E firm shall advise FCPS of progress and quality of work, review requisitions for payment, respond to Request for Information (RFI’s) and proposed change orders, and monitor project schedules. The A&E firm shall review and transmit closeout documents to D&C at conclusion of construction, including operation and maintenance manuals, as-built drawings, and warranties.

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U. The A&E firm shall mutually agree to the terms and conditions of the FCPS’ Standard Form Agreement Between Owner and Architect (Ref: Appendix B) that will become the contract between FCPS and Architect.

V. The A&E firm shall provide required submission requirements throughout the contract

period/term of the project assigned (Ref: Exhibits of Appendix B). 4. CONTRACT PERIOD:

A. Any contract awarded pursuant to this RFP shall be from date of contract award through

the duration of the contracted work.

B. Any contract awarded pursuant to this RFP is conditioned upon an annual appropriation of funds made by the Fairfax County School Board sufficient to pay compensation due the A&E firm under the contract. The contract will provide that if such an appropriation is not made in any fiscal year, and FCPS lacks funds from another source to pay the compensation due under the contract, FCPS will be entitled, at the beginning of or during such fiscal year, to terminate the contract. In that event FCPS will not be obligated to make any payments under the contract beyond the amount properly appropriated for contract payments in the immediate period fiscal year. FCPS will provide the A&E firm with written notice of contract termination due to the non-appropriation of funds of least 30 calendar days before the effective date of the termination. However, failure by FCPS to provide such notice will not extent the contract into a fiscal year in which funds for contract payment have not been appropriated.

5. TECHNICAL PROPOSAL INSTRUCTIONS:

Offerors must submit the Technical Proposal in a sealed, separate binder clearly marked Technical Proposal RFP #18-002. This proposal is a separate document from the Business Proposal, which will not be required at the submission of the technical proposal. FCPS reserves the right to reject Technical Proposals that are not submitted as a separate sealed document. The following topics will be considered minimum contents of the technical proposal. Technical proposal contents shall be arranged in the same order and identified with each heading as presented herein.

The following will be used as the evaluation ranking criteria.

A. The Offeror must provide the signed RFP Cover Sheet (Appendix A).

B. Statement of Qualifications: The Offeror must provide a statement of qualifications that must include a description of organizational, staff experience, and resumes of proposed staff. 1. Size and Capability of Offeror -- The Offeror shall provide a list of staff

categories and services offered. 2. Organizational and Staff Experience -- The Offeror shall provide a description

of qualifications, experience, and any professional certifications relevant to performing the work described in this Request for Proposal. Information about experience should include direct experience with the specific subject matter.

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3. Budget and Time Requirements – The Offeror shall provide samples of ability to meet time and budget requirements and the approach to Project Management and Contract Administration.

4. Location of Offeror -- The Offeror shall be located within a 100-mile radius of

the Department of Facilities and Transportation Services, Gatehouse Administration Center, 8115 Gatehouse Road, Falls Church, VA 22042-1203.

5. Workload – The Offeror shall describe recent, current projects to include the

square footage, cost, and project timelines.

C. Detail of Approach to Phased-Occupied Renovation Tasks Required: The Offeror shall demonstrate the ability to perform all tasks to be performed as indicated in Phased-Occupied Renovation/Addition Tasks to be Performed, Special Provisions, Section 3.

D. Resumes of Proposed Project Team and Authorized Principals: The Offeror shall provide experience and resumes of proposed staff to include qualifications, experience, and any professional certifications relevant to performing the work described in this Request of Proposal. Information about experience should include direct experience with the specific subject matter. The personnel named shall remain responsible throughout the period of this contract. No diversion or replacement may be made without submission of a resume of the proposed replacement with final approval being granted by the Director of Design and Construction Services or designee. List all names, e-mail address, and telephone numbers of the principals authorized to conduct negotiations.

E. References: The Offeror shall include four or more school or similarly related projects performed, comparable to the size of FCPS, within the last five years and include organization names, addresses, names of contact persons, and telephone numbers for such references.

6. BUSINESS PROPOSAL INSTRUCTIONS:

Fairfax County Public Schools is NOT requesting Business Proposals at the present time. FCPS may request a Business Proposal under separate cover from the top ranked Offeror(s) at a later time. The specific business proposal format will be provided to the top rated Offeror at the time the request is made. FCPS reserves the right to require that Business Proposals be submitted by a specific deadline. FCPS will reject any Business Proposals that are submitted after the designed date and time.

7. PRICING:

The subsequent contract pricing will be based on a set percentage of the estimated construction budget for an assigned project. The fee(s) will remain firm and will include all charges that maybe incurred in fulfilling the requirements of the initial contract.

8. SELECTION AND AWARD PROCESS: A. This RFP is being utilized for competitive negotiation. Under the competitive negotiation

process, a contract or contracts may be awarded to the responsible Offeror (s) whose proposal is determined to be the most advantageous to FCPS. Consideration will be taken by FCPS all the evaluation factors set forth in this RFP. FCPS reserves the right to make multiple awards as a result of this solicitation.

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B. The selection process for architectural and engineering services shall be in accordance

with School Board Policy 8220.4 and the Virginia Public Procurement Act. A Selection Advisory Committee (SAC) is established in order to review and evaluate all proposals submitted in response to this Request for Proposal. The Committee shall conduct a preliminary evaluation of the technical proposals based on the information provided in the Offeror’s Technical Proposal.

C. The SAC will evaluate the Offeror’s required document submittal in accordance with the criteria established in Special Provisions, Section 5, Technical Proposal Instructions and Section 3, Phased-Occupied Renovation/Addition Tasks To Be Performed. Once the technical proposals are reviewed and evaluated, the SAC will rank the proposals.

D. The SAC may select Offerors deemed most qualified based on initial review to engage in

individual presentations/interviews. At this stage, FCPS may discuss non-binding estimates of total project costs and propose a timeline for completion of the projects. The individual presentation/interview can provide an opportunity for the Offeror to clarify the proposal. At the conclusion of the individual presentations/interviews, the SAC shall select, in order of preference, the Offeror(s) whose professional qualifications and proposed services are deemed most meritorious.

E. Offerors are advised that, in the event of receipt of an adequate number of proposals,

which, in the opinion of the SAC requires no clarification or supplementary information, such proposals may be evaluated without further individual presentations/interviews. If no individual presentations/interviews are required, the SAC shall select, in order of preference, the Offeror (s) whose professional qualifications and proposed services are deemed most meritorious.

F. Negotiations shall then be conducted, beginning with the selected Offeror(s). G. At the conclusion of the negotiations/interviews, the pricing shall be based on a set

percentage of the estimated construction budget for the project assigned. H. The SAC makes an award recommendation of one or multiple Offerors to the School

Board for approval. Once the recommendation is approved, FCPS will issue a Notice to Proceed Letter and Agreement Between Owner and Architect to each firm that is assigned a project.

I. Offerors are cautioned not to contact members of the (SAC). Members will only consider

information provided by the Offeror in the technical proposal, presentation/interview, and negotiations. If SAC member is approached by anyone outside the SAC, who may have a material interest in this RFP, it will be immediately reported to the senior buyer.

J. The notice of intention to award a contract, as well as the award of the contract, will be set

forth on the website of Fairfax County Public Schools (www.fcps.edu). While the school division staff may communicate procurement results to the Offerors, each Offeror has the responsibility to monitor the website for its own purposes.

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9. EVALUATION CRITERIA:

A. Offerors are to make written proposals which present the Offeror’s qualifications and

understanding of the work to be performed. Offerors shall address each evaluation criteria item and are to be specific in presentation of their qualifications. Proposals shall be as thorough and as detailed as possible so that the SAC may properly evaluate the Offerors’ capabilities to provide the required services.

B. Proposal Evaluation Criteria: Each proposal will be evaluated in accordance with the request for proposal criteria as defined in Special Provisions, Section 5, Technical Proposal Instructions, to include, but not limited to the response and depth of:

Evaluation Criteria Rating x Weight = Weight Score 1. Statement of Qualifications (1-5) x 30 = (30 to 150)

a. Size and Capability of Offeror b. Organizational and Staff Experience

c. Budget and Time Project Requirement d. Location of Offeror e. Workload

2. Detail of Approach to Phased-Occupied (1-5) x 30 = (30 to 150) Renovation Tasks

3. Resumes Project Team/Authorized Principals (1-5) x 25 = (25 to 125) 4. References (1-5) x 10 = (10 to 50) 5. Overall Evaluation of Technical Proposal (1-5) x 5 = ( 5 to 25)

TOTAL SCORE = (100 to 500) Point System 1-5 (tenths may be scored - 2.5, 3.4, 4.7, etc.) 1=Lowest Score 5=Highest Score

10. TRADE SECRETS/PROPRIETARY INFORMATION: Trade secrets or proprietary information submitted by an Offeror in connection with a procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, pursuant to Section 2.2-4342 of the Code of Virginia, the Offeror must invoke the protections of this section prior to or upon submission of the data or other materials, and must clearly specify the items of information claimed as trade secrets or proprietary information, AND state the reasons why such protection is necessary.

11. CONTRACT FOR TECHNICAL AND CONTRACTUAL MATTERS:

The person to contact concerning technical matters pertaining to RFP #18-002 is:

Brady Rauch, coordinator Office of Design and Construction Services Department of Facilities and Transportation Services Telephone: 571-423-2200

The person to contact concerning contractual matters pertaining to this RFP #18-002 is:

Sharon Kropp, CPPB, senior buyer Office of Design and Construction Services Department of Facilities and Transportation Services Telephone: 571-423-2414

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12. REQUIRED SUBMITTALS: Each Offeror responding to this Request for Proposal must supply all the documentation required in RFP #18-002. An Offeror’s failure to provide the documentation with the Offeror’s response to RFP #18-002 will affect the evaluation outcome of the proposal and may result in the disqualification of the Offeror’s proposal.

13. SUBMISSION OF PROPOSAL: A. Submit one (1) originally (duly marked) and five (5) time-stamped copies of the Technical

Proposal to the receptionist at the following address before 3:00 p.m. on Wednesday, September 27, 2017.

Department of Facilities and Transportation Services Officer of Design and Construction 8115 Gatehouse Road, Suite 3400 Falls Church, VA 22042-1203 Attn: Sharon Kropp – Sealed Proposal for RFP #18-002 A&E Services – Capital Bond Improvement Projects

B. Offerors are reminded that changes, in the form of addenda, are often issued between the

issue date and the closing of the request for proposal. Addenda will be posted on the website: www.fcps.edu and search for Design and Construction Current Solicitations. It is the responsibility of the Offerors to monitor this website for the most current addenda.

C. It is the Offeror’s responsibility to clearly identify and to describe the services being offered

in response to the Request for Proposal. Offerors are cautioned that the organization of their response, as well as thoroughness, is critical to the evaluation process. The RFP Cover Sheet (Appendix A) must be completed legibly and in its entirety; and all required supplemental information must be furnished and presented in an organized, comprehensive manner and shall be arranged in the same order and identified with each heading as presented in Special Provisions, Section 5, Technical Proposal Instructions.

D. Unnecessary elaborate brochures of other presentations beyond what is sufficient for a

complete and effective proposal are not desired. Elaborate artwork, expensive paper/binding, visual and other presentation aids are not required. FCPS encourages Offerors to use recycled paper wherever possible.

14. LATE PROPOSALS:

Proposals received in the Office of Design and Constructions Services after the date and time prescribed shall not be considered for evaluation and shall be returned unopened to the Offeror.

15. PERIOD THAT PROPOSALS REMAIN VALID:

Each Offeror agrees that proposals will remain firm for a period of one hundred and eighty (180) calendar days after the date specified for receipt of proposals.

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16. DELAYS AND SUPENSIONS:

A. The A&E firm must give FCPS’s Director, Office of Design and Construction Services

written notice if FCPS fails to provide data or services that are required for contract completion. If, after giving the FCPS’s Director, Office of Design and Construction Services written notice, the A&E firm elects to stop work because FCPS does not supply data or services, FCPS will extend the A&E firm’s time of completion by a period of time reasonably suited for completion of work.

B. FCPS will pay the A&E firm for all work completed to the date of suspension plus all the A&E firm’s cost related to the delay, omission or any consequent work stoppage by the A&E firm and its personnel. The A&E firm may continue its work on the other phases of the project with an appropriate extension of time of performance upon delivery of the data or services to be provided by FCPS. If the A&E firm decides to proceed without the data and services that were to be provided by FCPS, any error or omission of the A&E firm that resulted from the FCPS’s omission will not constitute default by the A&E firm.

17. ORDER OF PRECEDENCE:

In the event of conflict, the Standard Form Agreement between Owner and Architect (provided at contract award) and the Special Provisions of this contract shall take precedent over the Offeror’s response to this Request for Proposal.

18. NEWS RELEASED BY VENDORS:

As a matter of policy, FCPS does not endorse the products or services of an A&E firm. News releases concerning any resultant contract from this solicitation will not be made by the A&E firm without the prior written approval of FCPS. All proposed news releases will be routed to the FCPS Director, Office of Design and Construction Services for review and approval.

19. AMERICANS WITH DISABILITIES ACT REQUIREMENTS :

A. FCPS is fully committed to the Americans with Disabilities Act (ADA), which guarantees

non-discrimination and equal access for persons with disabilities in employment, public accommodations, transportation, and all FCPS programs, activities and services. FCPS contractors, subcontractors, consultants, vendors, and/or suppliers are subject to this ADA policy. All individuals having any FCPS contractual agreement must make the same commitment.

B. Your acceptance of this contract acknowledges your commitment and compliance with ADA.

20. NON-DISCRIMINATION:

The A&E firm covenants and agrees follows:

A. During the Term, the A&E firm will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin is a bona fide occupational qualification reasonable necessary to the normal operation of the A&E firm. The A&E firm agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.

B. The A&E firm, in all solicitations or advertisements for employees placed by or on behalf of A&E firm, will state that A&E firm is an equal opportunity employer.

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C. Notices, advertisements, and solicitations placed in accordance with federal laws, rules,

and regulations shall be deemed sufficient for the purpose of meeting the requirements of this Section.

21. NO EMPLOYMENT OF UNAUTHORIZED ALIENS:

The A&E firm hereby covenants and agrees that it does not, and shall not during the Term of the Agreement/Contract, knowingly employ an unauthorized alien (as such term is defined in the Federal Immigration Reform and Control Act of 1986).

22. CONFLICT OF INTEREST REVISED: By signing the RFP Cover Sheet, the Offeror certifies that it has complied with the Ethics in Public Contracting articles of the Virginia Code (sections 2.2-4367-2.2-4377) and has no knowledge of a violation on the part of any employee or agent of FCPS.

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RFP #18-002

RFP CHECKLIST Offerors must submit the Technical Proposal in a sealed, separate binder clearly marked Technical Proposal RFP #18-002 and at a minimum contain the following (Ref: the Special Provisions, Section 5, Technical Proposal Instructions).

1. RFP Cover Sheet (Appendix A)

2. Statement of Qualifications

• Size and Capability of Offeror • Organizational and Staff Experience • Budget and Time Project Requirement Samples • Location of Offeror • Workload

3. Detail of Approach to Phased-Occupied Renovation Tasks Required

4. Resumes Proposed Project Team and Authorized Principals

5. References

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RFP #18-002 Appendix A

RFP COVER SHEET

Architectural & Engineering Services for Capital Bond Improvement Projects

The undersigned Offeror acknowledges that it has read this Request for Proposal, understands it, and agrees to be bound by its terms and conditions. Offeror Address Telephone Number Fax Number Person who can respond authoritatively to any questions about this proposal: Name and Title _____________________________________________________ Phone Fax Email Address Principal's Name (Signature) Principal's Name (Printed) Federal ID Number ___Small Business ___ Minority Business ___ Woman-Owned Business Check here if all information on your application submitted is considered a trade secret or propriety information subject to the provisions of subsection F of §2.2-4342 (Ref: Special Provisions, Section 10, Trade Secrets/Proprietary Information).

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RFP #18-002 Appendix B

SAMPLE

FAIRFAX COUNTY PUBLIC SCHOOLS STANDARD FORM AGREEMENT BETWEEN OWNER AND ARCHITECT1

(Compensation Based Upon a Percentage of Construction Cost)

THIS AGREEMENT # ________ (the “Agreement”), made and entered into this ____day of _______, 20__, between the FAIRFAX COUNTY SCHOOL BOARD, a public body corporate and politic (the “Owner”) and ________________, a professional corporation (the “Architect”), recites and provides as follows.

RECITALS

The Owner wishes to engage the Architect to provide professional architectural and construction administration services for ______________________School (the “Project”), and the Architect wishes to be so engaged, all on the terms and subject to the conditions set forth below. In consideration of the Architect’s satisfactory performance of the Basic Services set forth in Section 1 of this Agreement, the Owner shall pay to the Architect a sum equal to ______percent (__%) of the Construction Cost, as defined in Section 4 hereof (such sum to be referred to herein as the “Basic Compensation Amount”). For purposes of this Agreement, the Construction Cost shall not exceed $_________ , which is the maximum amount approved by the Owner for the construction of the Project (the “Construction Budget”), without the prior written approval of the Owner. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged hereby, the parties agree as follows.

GENERAL TERMS AND CONDITIONS OF AGREEMENT

BETWEEN OWNER AND ARCHITECT

1. Basic Services

A. The Architect shall provide the Owner with professional design services in all phases of the Project to which this Agreement applies. The services to be performed by the Architect hereunder are described in this Section 1(A) (such services to be referred to interchangeably herein as the “Work” and/or the “Basic Services”). The Basic Services shall include serving as the Owner’s design representative for the Project, providing such civil, structural, mechanical, and electrical engineering services and any other design services as are necessary in order to achieve the result intended by the Owner and which customarily are furnished in connection with projects similar in nature and scope to the Project. Unless otherwise directed specifically by the Owner in writing, the Basic Services shall include the Owner’s General Design Requirements (new schools, renovations, and additions), the receipt of which Architect hereby acknowledges.

B. The Architect also shall be responsible for the coordination of all drawings and design documents relating to the Architect’s design and used in connection with the Project, regardless of whether such drawings and documents are prepared or performed by the Architect, by the Architect’s subcontractors or subconsultants, or by others.

1 The term “Architect” shall mean “Engineer” when the Owner contracts directly with a professional engineer, using this document. Whenever an engineer is engaged hereunder, the term “architectural” and variations thereof shall be deemed to refer to “engineering.”

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SAMPLE

C. If preliminary or design development work has been performed by others, the Architect is nevertheless fully responsible for and accepts complete responsibility for such earlier work when the Architect performs subsequent phases of the Basic Services called for under this Agreement, as fully as if the preliminary, schematic and design development work had been performed by the Architect itself. The Architect shall be responsible for coordination and internal checking of all drawings and for the accuracy of all dimensional and layout information contained therein, as fully as if each drawing were prepared by the Architect. The Architect shall provide to the Owner all submittals referred to on EXHIBIT A-1 (the “Architect’s Submission Requirements”) in the manner specified therein and in accordance with the requirements set forth on EXHIBIT A-2 (the “Printing Requirements”) and EXHIBIT A-3 (the “Drawing Format Specifications”). The Architect shall be responsible for the completeness and accuracy of all drawings and specifications submitted by or through the Architect and for their compliance with all applicable codes, ordinances, regulations, laws and statutes.

D. Basic Services shall consist of the following:

(1) Schematic Design

a) Prior to beginning the Schematic Design Phase, the Architect shall provide the Owner with a progress schedule based on the Owner’s overall project schedule.

b) The Architect shall devote sufficient time and effort to working with the Owner, school system staff (at the local school, the regional and the central administrative offices) and the community to develop a program based on the general scope of work to be furnished by the Architect to the Owner. These efforts shall include the Architect’s presentations to school system staff, to the community (including the Parent-Teachers Association), and to the School Board, as required by the Owner.

c) Based on the program agreed upon, the Architect shall prepare Schematic Design Studies consisting of drawings and other documents illustrating the scale and relationship of Project components for approval by the Owner. These plans shall be presented to the school staff and the community, as required, prior to proceeding with Design Development Drawings and shall be accompanied by a Statement of Probable Construction Cost based on current area, volume or other unit costs. The Statement of Probable Construction Cost and any adjustments thereto shall indicate, in a level of detail satisfactory to the Owner, the cost of each category of work involved in constructing the Project and shall include an estimate of the period of time required from the commencement to the completion of construction of the Project.

d) The Architect shall provide to the Owner six (6) hard copy sets of the Schematic Design Studies for review and comment by the Owner. Upon request by the Owner, the Architect shall also provide documents in electronic format to the Owner.

e) The Architect shall advise the Owner of any need for, or advisability of, the Owner’s securing any tests, analyses, studies, reports, or consultant’s services in connection with the development of the design and Construction Documents for the Project.

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SAMPLE

(2) Design Development

After approval of the Schematic Design Studies by the Owner, the Architect shall:

a) Prepare, for approval by the Owner, the Design Development Documents consisting of drawings and other documents, outline specifications and written descriptions of other elements of the Project including, without limitation, civil, architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate.

b) Make, together with his consultants, if any, such extensive building surveys as may be necessary to determine all conditions which will affect new work, including, but not limited to, areas above ceilings and electrical, mechanical and plumbing systems.

c) Submit to the Owner a further Statement of Probable Construction Cost. See EXHIBIT A-1.

d) Provide the Owner with six (6) hard copy sets of the Design Development Documents for its review and comment. Upon request by the Owner, the Architect shall also provide documents in electronic format to the Owner.

(3) Construction Documents

a) The Architect shall prepare from the approved Design Development Documents, for approval by the Owner, Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project, including necessary bidding information, and shall assist in the preparation of bidding documents, the General Conditions of the Contract for Construction, the form of Agreement between the Owner and the Contractor and the other documents and instruments referred to herein and therein as the “Contract Documents” and/or the “Construction Contract.” The Architect and his subcontractors and subconsultants shall use the Specifications and Approved Product List provided by the Owner, which Specifications and Approved Product List shall not be modified without the Owner’s prior written approval.

b) The Architect shall provide the Owner with seven (7) hard copy Construction Document review sets at both the intermediate completion and 100% completion stages.

c) The Architect shall advise the Owner of any adjustments to the latest Statement of Probable Cost caused by changes in the general scope, extent or character or design requirements of the Project or by general market conditions and shall furnish to the Owner a revised Statement of Probable Cost which includes all such adjustments. See EXHIBIT A-2.

d) As directed by the Owner, the Architect shall provide such assistance as may be required by the Owner in connection with the filing of an application for the General Building Permit for this Project. It shall be the sole responsibility of the Architect to expedite and secure all required approvals of Plans and Specifications including, but not limited to, any required approvals of the Department of Public Works and

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Environmental Services, the Department of Health, the Department of Fire and Rescue, the Fairfax County Water Authority, the Virginia Department of Transportation, the Virginia State Department of Education, and/or other public bodies with jurisdiction over the Project. The Architect shall provide plan review status reports in writing to the Owner on a weekly basis.

1. All Civil Engineering and Surveying work required to obtain the approvals indicated in 1(C), 1(D)(3)(d), above will be considered “Basic Services” with the exception of Geotechnical and Subsurface Investigations (including Borings) and off-site storm water management improvement designs.

Bidding or Negotiating

a) Following the Owner’s approval of the Construction Documents and of the latest Statement of Probable Cost, the Architect shall assist the Owner in advertising for, soliciting and obtaining bids or negotiating proposals and, where applicable, shall maintain a record of prospective bidders to whom Bidding Documents have been issued and shall attend and document pre-bid conferences, if any.

b) Upon request by the Owner, the Architect shall prepare addenda, as necessary or appropriate, in order to interpret, clarify or otherwise explain the intent of the Bidding Documents.

c) Upon request by the Owner, the Architect shall consult with and assist the Owner in conducting any prequalification of prospective bidders for the Project.

d) The Architect shall consult with and advise the Owner as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by a contractor to perform portions of the work.

e) The Architect shall consult with the Owner concerning, and determine the acceptability of, substitute materials and equipment proposed by a contractor when substitution prior to the award of the contract is allowed by the Bidding Documents.

f) The Architect shall attend the bid opening, prepare bid tabulation sheets and assist the Owner in evaluating bids or proposals and in assembling and awarding the contract for construction.

g) Since neither the Architect nor the Owner has control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor’s methods of determining prices, or over competitive bidding or market conditions, the Architect’s Detailed Cost Estimates are made on the basis of the Architect’s experience and qualifications and represent the Architect’s best judgment as an experienced and qualified design professional familiar with the construction industry; but the Architect cannot and does not guarantee that bids will not vary from any Statement of Probable Construction Cost or other cost estimates prepared by him.

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h) Notwithstanding the foregoing, in the event that the lowest bona fide and responsive bid which is submitted to the Owner by a responsible contractor for construction of the Project pursuant to the approved Drawings and Specifications exceeds the Construction Budget by 5% or more, then the Architect shall, at its sole cost and expense, revise the Drawings and Specifications as may be required by the Owner in order to reduce or modify the scope of the Project so that the Construction Cost will not exceed the Construction Budget.

(4) Construction and Administration of the Construction Contract

a) The Architect shall serve as the Owner’s representative (a) during construction, (b) until final payment is due to the Contractor under the Construction Contract, and (c) with the Owner’s concurrence, from time to time, for a period of one year after the date of Substantial Completion of the Project.

b) Within ten (10) business days after issuance by the Owner of a notice to proceed under the Construction Contract, the Architect shall provide to the Contractor a complete set of Construction Documents in electronic format which shall be suitable for use by the Contractor in connection with its preparation of shop drawings.

c) The Architect shall consult with and advise the Owner and shall provide administration of the Construction Contract as set forth in the General Conditions of the Contract for Construction, together with, and as amended by, the Owner’s supplementary general conditions and other documents included or incorporated into the Contract Documents.

d) The Architect, as the representative of the Owner during the Construction Phase, shall advise and consult with the Owner and shall have authority to act on behalf of the Owner to the extent provided in the General Conditions of the Contract for Construction, unless otherwise modified in writing.

e) The Architect shall have access to the Project at all times during construction and shall make periodic visits to the site of the Project in order to assess and evaluate the progress and quality of the Contractor’s Work and to determine in general if the Contractor’s Work is proceeding in accordance with the requirements of the Contract Documents. The Architect (and his subconsultants and subcontractors, as appropriate) shall carefully review the quality and quantity of the Contractor’s Work at least on a weekly basis as part of the Architect’s Basic Services and shall issue written reports of such reviews. The Architect may be required to meet at the site of the Project in emergency situations. On the basis of his on-site observations as an Architect, the Architect shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor.

f) Notwithstanding the foregoing, the Architect shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Contractor’s Work. The Architect (including the individual Architect who shall have designed the Project) and his consultants will attend construction progress meetings every two weeks (or more often, if deemed necessary

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by the Owner), prepare minutes of the meetings, and provide written Project status reports to the Owner.

g) Based on his observations at the site of the Project and his review of the documentation in support of the Contractor’s Applications for Payment, the Architect shall determine the amount owing the Contractor and shall approve, reject or revise such Applications for Payment. The Architect’s issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on his on-site observations and his review of the Applications for Payment, that the Contractor’s Work has progressed to the point indicated; that to the best of the Architect’s knowledge and belief the quality of the Contractor’s Work conforms to the requirements of the Contract Documents; and that the Contractor is entitled to payment from the Owner in the amount certified.

h) The Architect shall be the interpreter of the requirements of the Contract Documents and the impartial judge of the performance thereunder by both the Owner and the Contractor. The Architect shall assist the Owner in making decisions on all claims of the Owner or Contractor relating to the execution and progress of the Contractor’s Work and on all other matters or questions related thereto.

i) The Architect shall have the authority and responsibility to reject all or any portion of the Contractor’s Work that does not conform to the strict requirements of the Contract Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to ensure the proper implementation of the intent of the Contract Documents, the Architect, after consulting with the Owner, shall have the authority to require special inspection or testing of any of the Contractor’s Work in accordance with the provisions of the Contract Documents, whether or not such Work has been fabricated, installed or completed.

j) Within ten (10) business days after receipt, the Architect shall review, and take other appropriate action on shop drawings, samples and other submissions of the Contractor. Such submittals shall be reviewed by the Architect for conformance with the design concept of the Project and for compliance with information given in the Contract Documents and shall be returned to the Contractor prior to the expiration of such ten (10) business day time period. The Architect shall obtain the approval of the Owner prior to authorizing any item that does not conform to the strict requirements of the approved Contract Documents. The Architect shall make available to the Contractor at no additional charge a computer disk containing the Drawings and Specifications for the entire Project in vector format for use in producing shop drawings.

k) The Architect shall prepare Proposed Modifications, Work Orders and Change Orders, as appropriate. The Construction Documents shall be updated electronically on a continuing basis.

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(5) Project Close Out

a) The Architect shall conduct inspections to determine the dates of Substantial Completion and Final Completion, shall prepare the punch list, shall receive and review written guarantees and related documents assembled by the Contractor, and shall issue a Certificate for Final Payment in accordance with the General Conditions. The Architect shall perform data entry of punch lists into the Owner’s web-based application.

b) The Architect shall, without additional cost to the Owner, prepare and deliver a set of As-Built drawings to the Owner. The As-Built drawings shall be submitted to the Owner on CD in both vector and raster format. See EXHIBIT A-3. The project documents shall consist of the following:

• Construction Drawings • All Addenda • All executed change orders • Contractor and Owner inspector As-Built mark-ups

In addition, a separate file shall be submitted in vector format consisting of single sheet drawings for site, architectural, mechanical, plumbing, electrical and electronic systems. See EXHIBIT A-3.

c) The Architect shall provide extensive assistance in connection with the utilization of any equipment or system installed in connection with the Project, including, without limitation, initial start-up and testing, adjusting and balancing, review and approval of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation.

2. Additional Services

Any Additional Services which shall have been authorized in writing by the Owner shall be performed by the Architect in accordance with the rate schedule attached hereto as EXHIBIT B. No additional fees will be paid to the Architect or his subcontractors or subconsultants for work using contingency allowance funds contained in the Construction Contract. No architectural services made necessary, in whole or in part, by any fault or omission of the Architect (or any subcontractor or subconsultant of the Architect) to perform his duties, responsibilities or obligations under this Agreement shall be compensated as Additional Services under this Agreement.

3. Owner’s Rights and Responsibilities

A. The Director of Design and Construction (or his designee) shall be the Owner’s representative and shall have authority to transmit instructions, receive information, and interpret and define the Owner’s policies and decisions with respect to the Architect’s performance of the Work. The Owner shall examine documents submitted by the Architect and shall render decisions pertaining thereto promptly in order to avoid unreasonable delay in the progress of the Architect’s services.

B. The Owner shall provide the general scope of work, construction and educational specifications, and any lists of approved products and materials in order to assist the Architect in developing a complete program for the Project.

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C. The Owner shall make available to the Architect, to the extent it is in the possession of the Owner, information pertinent to the Project, including previous existing reports and any other existing data relative to design or construction of the Project, including without limitation the following:

(1) data prepared by or services of others, including without limitation, borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspections of samples, materials and equipment;

(2) environmental assessment and impact statements;

(3) existing previous property, boundary, easement, right of way, topographic and utility surveys;

(4) existing previous property descriptions; and

(5) existing previous zoning, deed and other land use restrictions.

In providing the foregoing information, the Owner makes no representation or warranty regarding the accuracy or completeness of any materials, documents or information provided to the Architect hereunder. The Architect shall make such investigations and inquiries as he deems necessary to verify the accuracy and sufficiency of any such materials, documents or information.

D. The Owner shall give notice to the Architect if the Owner observes or otherwise becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents.

E. The Owner shall have the right to reject all or any portion of the Architect’s Work on the Project, including, but not limited to, schematic phase, design development phase or construction phase work, and any other design work or documents, on any reasonable basis, including, but not limited to, aesthetics, or because in the Owner’s opinion, the construction cost of such design is likely to render such Work or the Project not practicable or feasible. In the event that all or any portion of the Architect’s Work is rejected by the Owner, then the Architect shall proceed, when requested by the Owner, with revisions to the Work in order to satisfy the Owner’s objections. Any such revisions will be made without adjustments to the compensation provided for hereunder. Should there be substantial revisions to the original program after the approval of the Design Development Drawings, which changes substantially increase the scope of design services to be furnished hereunder, the Architect shall so notify the Owner in writing (which notice shall contain an explanation of the circumstances and an estimate of the cost thereof) and receive approval from the Owner, before proceeding with revisions necessitated by such changes. No payment of any nature whatsoever will be made to the Architect for additional work or services without such prior written approval by the Owner.

F. The Owner shall at all times have reasonable access to files and personnel of the Architect relating to the Project in order to answer any questions the Owner may have relating to the Architect’s performance on the Project.

G. In the event that the lowest bona fide and responsive bid submitted by a responsible contractor for construction of the Project exceeds the Construction Budget by five percent (5%) or more, then the Owner, in its sole and absolute discretion, shall elect any one or more of the following: (a) the Owner shall give written approval for an increase in Construction Budget; (b) the Owner shall authorize the re-bidding of the Project within a

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reasonable time; (c) the Owner shall cooperate in revising the Project’s scope and/or quality as required to reduce the probable Construction Cost; (d) the Owner shall elect not to proceed with the Project; and/or (e) the Owner shall take such other reasonable actions as it shall deem to be in its best interests under the circumstances. If so elected by the Owner, the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to bring the Construction Cost within the Construction Budget in accordance with the provisions of Section 1(D)(4)(h). In such event, the Owner and Architect shall work together in an effort to determine which materials, equipment, component systems, and types of construction are to be included in the Contract Documents and shall make reasonable adjustments in the scope of the Project in order to bring the Construction Cost within the Owner’s Construction Budget.

4. Construction Cost and Basic Compensation

A. As employed herein, the term “Construction Cost” shall have the meaning set forth below, with precedence in the order listed:

(1) for completed construction, the total cost to the Owner for the construction of those portions of the Project that shall have been designed and/or specified by the Architect;

(2) for work which shall have been publicly bid but not constructed, the amount of the lowest bona fide and responsive bid from a responsible bidder with respect to those portions of the Project that shall have been designed and/or specified by the Architect; or

(3) for work with respect to which no such bid shall have been received, the most recent Detailed Estimate of Construction Cost approved by the Owner and within the limits of the approved Construction Budget.

Notwithstanding the foregoing, the Construction Cost shall in no event include the compensation of the Architect or his subcontractors or subconsultants, if any, the cost of land, rights-of-way, or any other costs which are the responsibility of the Owner as provided in this Agreement. As set forth in the Recitals which are hereby incorporated by reference, the Owner and the Architect acknowledge and agree that the Construction Cost shall not exceed the Construction Budget without the prior written approval of the Owner.

B. The Basic Compensation Amount, any amounts payable with respect to Additional Services pursuant to Section 2 hereof, and any Reimbursable Expenses (as defined in Section 5) shall be paid by the Owner to the Architect in the manner specified in Section 6 of this Agreement.

5. Reimbursable Expenses

The Architect shall be reimbursed by the Owner for the Owner required submission document printing only. In addition, if approved in advance by the Owner, the Architect shall be eligible to receive reimbursement for the following costs and expenses: owner requested reproductions, and specifications and other documents, courier services required for Owner deliveries, and other similar project-related expenses, laboratory fees, and special supplies. Reports, drawings and specifications prepared by the Architect will be furnished to the Owner at the cost of reproduction. The costs and expenses for which the Architect shall be eligible for reimbursement under this Section 5 shall be referred to as “Reimbursable Expenses.” Each such Reimbursable Expense

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shall have been incurred by the Architect as a result of the Work and shall not include any cost or expense that is incidental to the regular conduct of the Architect’s business operations.

6. Payments to the Architect

A. Payments for Basic Services shall be made periodically upon approved invoices in proportion to Work performed so that the compensation at the completion of each Phase shall equal the following percentages of the total Basic Compensation Amount:

Schematic Design ...................... 15% Design Development .................. 35% Construction Documents ............ 70% Bidding or Negotiation ................ 72% Construction and Project Close Out ................................. 100%

B. Payments for Basic Services, Additional Services, as defined in Sections 1 and 2, and Reimbursable Expenses, as defined in Section 5, shall be made as provided herein. Whenever the Architect shall have performed Work hereunder, the Architect shall prepare and submit to the Owner, no more frequently than once per month, an invoice in a form acceptable to the Owner. The invoice shall be consistent with this Agreement and shall indicate a total value for each Phase of the Work, the percentage completion for each Phase as of the date of the invoice, the amount due with respect to each Phase, a total invoice value, and a total billed-to-date value. The invoice shall be submitted to the Owner in duplicate and shall include the Architect’s federal employer identification number. Any Reimbursable Expenses incurred by the Architect during the period covered by such invoice shall be itemized therein. Such invoice shall describe in reasonable detail any approved Additional Services performed by the Architect during the period covered thereby, the hours expended by the Architect’s personnel with respect thereto, and the associated salary costs, in accordance with the hourly rates set forth on Exhibit B.

C. Each approved invoice shall be paid by the Owner within 45 days after the date of receipt by the Owner. Any amounts due under an approved invoice which are not paid within 45 days after the date of receipt by Owner shall bear interest at the rate of .5% per month until paid in full.

D. The Owner may withhold such amounts otherwise due the Architect as may be necessary in the opinion of the Director of Design and Construction (or his designee) to protect the Owner against loss or damage due to:

(1) defective Work not remedied;

(2) third party claims filed or reasonable evidence indicating probable filing of such claims as a result, in whole or in part, of the Work;

(3) failure of the Architect to make payments properly to its subcontractors or subconsultants;

(4) failure of the Architect to perform the Work in accordance with, or to observe the requirements of, this Agreement;

(5) liability, damage, loss or injury to persons caused by the act or neglect of the Architect or any of its subcontractors or subconsultants in connection with the Work;

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(6) damage to the Owner or to another as a result, in whole or in part, of the Work; or breach by the Architect of any material term or provision set forth in this Agreement.

E. In the event that amounts are withheld hereunder, the Owner shall provide the Architect with written notice setting forth the amount and basis for the withholding. The Architect may contest such withholding by notifying the Director of Design and Construction in writing within ten (10) days after the date of notice to the Architect of the withholding. The Architect shall provide the Director of Design and Construction with all information which supports his claim of entitlement to full payment hereunder. The Director of Design and Construction (or his designee) shall render a decision regarding the withholding of amounts pursuant to any one or more of the items identified in Section 6(D)(1) through 6(D)(6) above within 30 days after his receipt of the notice from the Architect.

F. In the event that amounts have been withheld pursuant to Section 6(D)(3) above, the Owner may in its discretion pay such amount by two-party check to the Architect and its subcontractors or subconsultant(s); in which event the amount so paid shall be credited in full against the Owner’s obligations to make payment to the Architect under this Agreement.

G. Plan deposits not refunded shall be forwarded to the Owner.

H. Records of the Architect’s Reimbursable Expenses and expenses pertaining to Additional Services on the Project shall be kept in accordance with generally accepted accounting principles. Copies will be delivered to the Owner promptly upon request and prior to any payment therefor.

I. The Architect hereby covenants and agrees that, in the event that the Architect receives additional compensation from the Owner which is attributable either to an increase in the Basic Compensation Amount or to the performance of Additional Services authorized by the Owner on account of a change in the Project design which was performed, in whole or in part, by one or more of the Architect’s subcontractors or subconsultants, then the Architect shall pay to each such subconsultant the pro rata, or otherwise fair and reasonable, portion of such additional compensation which is attributable to the services performed by the subconsultant in connection with such change. The Architect further covenants and agrees to include in each subcontractor or subconsulting agreement entered into in connection with the Project a provision entitling the subcontractor and subconsultant to receive compensation in accordance with the foregoing sentence. Upon request by the Owner, the Architect promptly shall provide to the Owner the following: (a) copies of any subcontractor and subconsulting agreements entered into in connection with the Project; and/or (b) evidence that the Architect has complied with the first sentence of this paragraph.

J. Within seven days after receipt of each payment from the Owner, the Architect shall:

(1) pay each subcontractor and subconsultant an amount equal to the percentage of the Work attributable to such subcontractor or subconsultant, or

(2) notify the Owner, and the subcontractor or subconsultant in writing of the intention to withhold all or part of the amounts due the subcontractor or subconsultant, and state the reason for such nonpayment.

The Architect shall pay interest on amounts owed to any subcontractor or subconsultant which remain unpaid seven days after the Architect’s receipt of payment from the Owner, provided, however, that amounts owed any subcontractor or subconsultant which have been

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withheld properly, pursuant to this Section, shall not accrue interest. Interest on amounts due any subcontractor or subconsultant and unpaid shall accrue at the rate of .5% per month; provided, however that the Architect’s obligation to pay interest hereunder shall in no event be construed to be an obligation of the Owner. No contract modification shall be made, and no cost reimbursement claim shall be submitted, for purposes of reimbursement for the interest charge.

The Architect shall include in each of its subcontracts and subconsulting agreements a provision requiring each of its subcontractors and subconsultants to include or otherwise be subject to the same payment and interest requirements with respect to each lower tier subcontractor and subconsultant.

7. Certain Representations and Warranties of the Architect

A. The Architect represents and warrants that it is a duly organized and licensed entity that employs qualified and experienced personnel who specialize in performing the type of professional design services required hereunder. The Architect further represents, warrants, covenants and agrees that it has conducted and, during the term hereof, will continue to conduct, its business in compliance with all applicable laws, rules, and regulations, including without limitation all laws, rules, and regulations regarding the payment of taxes and employee payroll withholdings. The Architect is not as of the date hereof, and shall at no time during the term of this Agreement become, in arrears to any governmental body with respect to the payment of any tax, penalty or withholding of any nature. The Architect agrees to provide a sufficient number of personnel (hereinafter referred to as the “Project Team”) who are suitably qualified, licensed, and experienced and who are in all respects acceptable to the Owner to perform the Work in an efficient and timely manner. Individual members of the Project Team are identified on EXHIBIT C to this Agreement and may not be replaced or substituted, for so long as they remain in the employ of the Architect, without the prior written consent of the Owner. The Architect covenants and agrees that the individual architect who designs the Project shall be assigned to, and shall also be substantially and actively involved in the day-to-day administration of the construction contract for the work hereby (including, without limitation, visiting the site to observe construction and to attend progress and other meetings) for so long as such individual architect shall remain in the employ of the Architect.

B. The Architect represents and warrants that it is capable in all respects (including the possession of sufficient financial resources to provide fully for the payment of employees) of performing the requirements of this Agreement and agrees to provide architect and/or engineering services (as the case may be) in accordance with generally accepted and currently recognized architectural and/or engineering (as the case may be) practices, procedures and principles prevailing in the area of the Project. The Architect covenants and agrees that: (a) it shall exercise the same professional standard of care as is customarily exercised under similar circumstances by architects and/or engineers (as the case may be) providing services in the Washington, D.C. metropolitan area; (b) it shall diligently and conscientiously devote its resources to the performance of the Work during the term of this Agreement; (c) it shall comply with all applicable laws, rules, regulations, and ordinances in connection with its performance of the Work and its design of the Project; and (d) once constructed in accordance with the final Plans, Drawings and Specifications (as modified by approved Change Orders), the Project shall function for the purpose for which it was intended.

C. The representations and warranties of the Architect which are set forth in this Agreement shall survive the termination of this Agreement.

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SAMPLE 8. Termination of Agreement

A. Termination for Cause: In the event that the Architect: (a) fails to perform the Work in accordance with the terms and conditions set forth in this Agreement and does not cure such failure within three (3) business days after receipt of written notice from the Owner specifying such failure; (b) otherwise fails to perform any material obligation set forth herein; or (c) becomes insolvent, is adjudicated bankrupt, makes an assignment for the benefit of creditors or enters into bankruptcy or dissolution proceedings, then the Owner, without prejudice to any other rights or remedies it may have at law or in equity, shall have the right to terminate this Agreement by issuing a written notice of termination to the Architect. Such notice of termination shall describe in reasonable detail the grounds for the termination and shall take effect on the later of: (i) the date specified as the effective date of termination in the notice; or (ii) if no such date is specified, the date of Architect’s receipt of such notice of termination, as determined in accordance with Section 23 (Notices) hereof.

If, after issuance of a notice of termination under this Section 8(A), it is determined for any reason that cause for such termination did not exist, then the rights and obligations of the parties shall be the same as if the notice of termination had been delivered under the provisions of Section 8(B) hereof; provided, however, that the Architect in such event shall be deemed to have received seven (7) days prior written notice of such termination. In such event, any compensation due the Architect pursuant to Section 8(B) shall be offset by the cost to the Owner of remedying the default by the Architect. The Architect shall in no event be entitled to receive any consequential damages or any anticipated profits with respect to Work not yet furnished to, and accepted by, the Owner as of the effective date of any such termination.

B. Termination for Convenience: The Owner shall have the right to terminate the services of the Architect at its own convenience for any reason or no reason upon seven days prior written notice to the Architect. In the event of termination under this Section, the Architect shall receive compensation for all Work satisfactorily completed through the date of such termination and all Reimbursable Expenses incurred; provided, however, that upon receipt of notice of termination the Architect shall, as soon as practicable, suspend all Work within its control (including Work performed by subcontractors or special consultants, if any) and shall not incur any additional expense for which it seeks compensation. Furthermore, daily compensation for Work performed during the period between notice of termination and termination shall in no event exceed: (a) the average daily compensation paid to the Architect for Work performed during the three (3) months immediately preceding the date of the notice of termination, or (b) in the event this Agreement is terminated prior to the date three months after the date of execution hereof, the average daily compensation paid to the Architect for Work performed during the period beginning on the date hereof and ending on the date immediately preceding the date of the notice of termination.

C. Cooperation following Termination: In the event of any termination under this Section 8, the Architect consents to the Owner’s selection of another Architect or engineer of the Owner’s choice to assist the Owner in any way in completing the Project. The Architect further agrees to cooperate and provide any information or documentation requested by the Owner in connection with the completion of the Project and consents to and authorizes the making of any reasonable changes to the design of the Project by the Owner and such other architect or engineer as the Owner may select.

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SAMPLE 9. Ownership of Documents; Grant of License

The original drawings and specifications which are produced hereunder (the “Instruments of Service”) are the property of the Architect; provided, however, the Project is the property of the Owner, and the Architect may not use the Instruments of Service for any purpose not relating to the Project without the Owner’s prior written consent. The Owner shall be furnished with such reproductions of the Instruments of Service as the Owner may require. Upon completion of the Work or any earlier termination of the Agreement pursuant to Section 8, the Architect will revise drawings to reflect changes made during construction and the Architect will promptly furnish the Owner with one complete set of as-builts in electronic format. Both .dwg files and .tif files shall be provided. Upon execution of this Agreement, the Architect grants to the Owner a permanent, nonexclusive license to reproduce and use the Architect’s Instruments of Service for the purpose of constructing, using and maintaining the Project, provided that the Owner shall comply with all material obligations hereunder, including prompt payment of all sums when due. The Owner also shall have the right to use the Instruments of Service for future additions or alterations to this Project and for other projects provided that, in the event that such future additions or alterations are undertaken without the assistance or involvement of the Architect or the Architect’s consultants, any associated modifications to the Instruments of Service and/or the underlying Project shall be at the Owner’s sole risk and without liability to the Architect or the Architect’s consultants, unless the injury or liability results from a violation of the standard of care of the Architect or its consultants on the original Project. The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this Agreement. The license granted herein shall be deemed to survive any termination of this Agreement. In the event that the Architect is adjudged in default of this Agreement, the foregoing license shall be deemed, without further action on the part of any party, to be modified to permit the Owner, in addition to the other rights set forth above, to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections and/or additions to the Instruments of Service for purposes of completing, using and maintaining the Project.

10. Insurance

The Architect shall secure and maintain throughout the duration of this Agreement and for a period of three years after the first to occur of (a) termination of this Agreement or (b) the completion of the Work, insurance coverages of the types and amounts hereinafter specified. All such insurance shall be maintained with solvent and responsible insurance companies who are authorized to do business in the Commonwealth of Virginia and who are acceptable to the Owner. Each insurance policy shall contain a provision requiring that not less than 30 days written notice will be given to the Owner before the cancellation, non-renewal or material modification of such policy or coverage. Without limiting the foregoing requirements, the insurance coverages required hereby shall include a minimum of:

A. Workers’ Compensation and employers’ liability insurance as required by law in the Commonwealth of Virginia. The limits of employers’ liability insurance shall be not less than $500,000 Each Accident Bodily Injury by Accident, $500,000 Policy Limit -- Bodily Injury By Disease, $500,000 Each Employee -- Bodily Injury By Disease.

B. Comprehensive automobile and vehicle liability insurance. This insurance shall be written in comprehensive form and shall protect the Architect and the Owner against claims for injuries to members of the public and/or damages to property of others arising from the Architect’s use of motor vehicles or any other equipment and shall cover operation with respect to onsite and offsite operations under this Agreement, and such insurance coverage shall extend to any motor vehicles or other equipment irrespective of whether the same is owned, non-owned or hired. The limit of liability shall not be less than a $1,000,000 combined single limit.

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C. Commercial general liability insurance. This insurance shall be written in comprehensive form and shall protect the Architect and the Owner against claims arising from injuries to members of the public or damage to the property of others arising out of any negligent act or omission to act of the Architect or of any of its agents, employees, subcontractors or subconsultants. The limit of liability shall not be less than $2,000,000 combined single limit.

D. Professional liability insurance. Unless otherwise agreed by the Owner in writing, the Architect shall furnish professional liability insurance coverage in an amount determined as follows:

(1) for capital projects at a middle school and/or high school, not less than $3,000,000;

(2) for capital projects on an elementary school, not less than $2,000,000; and

(3) for all other projects performed on behalf of the Owner, not less than $1,000,000.

Unless otherwise agreed by the Owner in writing, subcontractors and subconsultants shall provide professional liability coverage with limits commensurate with the responsibilities associated with their portions of the Work.

E. The insurance coverages specified above shall constitute minimum requirements which may be established in one or more comprehensive policies or through a combination of policies, including an umbrella or excess policy. The Owner (including its members, officers and employees) shall be included as additional insureds under the insurance policies referenced in Sections 10(B), (C) and (D). Notwithstanding the foregoing, in the event that the Architect’s professional liability insurance policy contains a cross-suit exclusion or any other provision which has the effect of limiting or excluding coverage in the event that one named insured under the policy sues another named insured thereunder, then the requirement for naming the Owner as an additional insured under such policy shall be deemed to have been waived.

F. The Architect shall furnish Owner with certificates of insurance evidencing the coverages specified in this Agreement within ten (10) days after the date of execution of this Agreement. Upon request by Owner, the Architect shall promptly provide the Owner with copies of the policies of insurance evidencing the coverages required hereunder.

G. The Owner may require such information from the Architect as it deems necessary in order to assess the Architect’s financial ability to pay any applicable deductibles under the insurance policies identified above and the Architect hereby covenants and agrees to provide the Owner with all such information within seven days following receipt of a request therefor.

H. The maintenance in full force and effect of all insurance coverages required hereunder shall be a condition precedent to the Architect’s exercise or enforcement of any of its rights under this Agreement.

Nothing contained herein shall be deemed to operate as a waiver of the Owner’s sovereign immunity under the law.

27


SAMPLE 11. Indemnity by Architect

The Architect shall indemnify and hold harmless the Owner and its members, officers, employees and authorized representatives from and against any claim, loss, damage, cost (including reasonable attorneys’ fees and expenses), expense or liability arising from or in connection with: (a) any material breach of the representations, warranties, agreements and covenants of the Architect contained in this Agreement; (b) any injuries to persons or property caused by any negligent or wrongful act or omission of the Architect or its subcontractors, subconsultants, employees, or other authorized representatives; (c) any claims filed by the Architect which are adjudicated in favor of the Owner; and (d) any claims filed against the Owner by a subcontractor, subconsultant or employee of the Architect.

12. Contractual Claims

A. In the event that the Architect wishes to dispute any Work required, necessitated, or ordered by the Owner, or claim that any action required or ordered by the Owner to be taken or not taken violates the terms and provisions of this Agreement, then he shall proceed with the Work without delay and shall, within five (5) days after commencing such Work or action, notify the Owner, in writing, of his claim with respect thereto and request a final determination thereof. In order to invoke the procedures of this Section, the Architect’s request must: (a) refer specifically to this Section by number; (b) in the case of the Owner, be hand-delivered to the offices of both the Director, Office of Design and Construction as well as the Assistant Superindendent, Department of Facilities and Transportation Services; (c) contain a full explanation of the basis of the Architect’s position and the rationale for its request; (d) detail the quantum of any relief requested by the Architect and provide verified substantiation of all such amounts; (e) describe in detail any other relief requested; (f) describe in detail all efforts the Architect has made to mitigate any alleged loss or otherwise avoid the claim; and (g) be signed by an authorized representative of the Architect under oath.

B. The Owner shall issue a written determination with regard to any such claim on or before the date that is ten (10) business days after the date of its receipt of the Architect’s written request; provided, however, that in the event that the Owner determines, based upon the size or complexity of the claim at issue, that additional time is required for the issuance of a response, the Owner shall issue written notice of such finding to the Architect within ten (10) business days following the date of its receipt of the Architect’s written request and shall issue a written determination with regard to such claim on or before the date that is 30 days after the date of the Owner’s receipt of the Architect’s written request or the Architect’s submission of all supplemental information where such has been requested by the Owner. The Architect’s failure to submit promptly any supplemental information requested by the Owner shall result in the waiver of the claim. In order to reserve his right to claim compensation for such Work, or damages resulting from such compliance, the Architect shall, within five days after receiving notice of the Owner’s determination and direction, notify the Owner, in writing, that the Work is being performed or that the determination and direction is being complied with under protest.

C. Failure of the Architect to so notify the Owner as provided herein shall constitute a waiver and release of the Architect’s right to claim compensation for any Work performed under protest or damages resulting from such compliance.

D. No claim of any nature shall be made against the Owner by or on behalf of a subconsultant unless the Architect first shall have: (a) evaluated such claim thoroughly and determined it to be meritorious; (b) issued a written notice signed by a duly authorized officer of the Architect to the subconsultant finding the subconsultant’s claim to be meritorious and setting forth any additional compensation or additional days to be

28


SAMPLE

paid or granted to the subconsultant on account of such claim; and (c) paid the subconsultant in full for such claim. In presenting such a claim, the Architect shall provide the Owner with a copy of the written notice to the subconsultant and with evidence of payment in full of the subconsultant’s claim. No such claim shall exceed the amount actually paid to the subconsultant.

13. Nondiscrimination and Drug Free Workplace

A. During the performance of this Agreement, the Architect will not discriminate against any employee or applicant for employment because of race, religion, color, sex, or national origin, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Architect. The Architect agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

B. The Architect, in all solicitations or advertisements for employees placed by or on behalf of the Architect, will state that such Architect is an equal opportunity employer.

C. Notices, advertisements, and solicitations placed in accordance with federal laws, rules, or regulations shall be deemed sufficient for the purpose of meeting the requirements of this Section.

D. The Architect will include the provisions of the foregoing Sections 13(A),(B) and (C) in every subcontract, subconsulting agreement and purchase order over $10,000, in order that the provisions above will be binding upon each subcontractor, subconsultant and vendor.

E. During the performance of this Agreement, the Architect agrees to (a) provide a drug-free workplace for the Architect’s employees; (b) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Architect’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (c) state in all solicitations or advertisements for employees placed by or on behalf of the Architect that the Architect maintains a drug-free workplace; and (d) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. For purposes hereof, a “drug-free workplace” shall mean the site for the performance of the Work contemplated by the Contract Documents.

F. The Owner does not discriminate on any unlawful basis (including in connection with faith-based organizations.

14. Successors and Assigns; Binding Agreement

A. This Agreement shall not be assigned, in whole or in part, by operation of law or otherwise, by either of the parties hereto without the prior written consent of the other. Unless specifically stated to the contrary in any written consent to an assignment, no assignment shall operate to release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this Section shall prevent the Architect from employing (in accordance with the terms of this Agreement) such independent consultants and subcontractors as the Architect may deem appropriate to assist in the performance of his responsibilities hereunder.

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SAMPLE

B. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, and their respective successors and assigns.

15. Court of Jurisdiction; Waiver of Jury Trial

Any disputes hereunder between the Owner and the Architect which are not resolved by agreement shall be litigated, if at all, in the Circuit Court of Fairfax County Virginia or in the Federal District Court for the Eastern District of Virginia. The Owner and the Architect hereby waive any right they may have to a trial by jury in connection with any such dispute.

16. Governing Law

This Contract shall be (a) governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to conflict of laws principles, and (b) deemed to include all provisions of law required to be set forth herein, including the statement that the Owner does not discriminate against faith-based organizations.

17. Counterparts

This Agreement may be executed in one or more counterparts, and each counterpart shall be deemed to be an original.

18. Gender or Plural

Whenever this Agreement so admits or requires, all references to one number shall be deemed to extend to and include the other number, whether singular or plural, and the use of any gender shall be applicable to all genders.

19. Project Audits

The Architect shall maintain adequate financial records pertaining to the Project in such a manner that they may be audited at any time during the term of this Agreement and until the expiration of three years after the date of final payment hereunder. A simple ledger sheet showing disbursement by line item is preferred. Within ten (10) days after the date of the Owner’s written notice, the Architect shall provide access to the following documents during this audit: (a) all paid vouchers including those for out-of-pocket expenses, and other reimbursements supported by invoices, including the Architect’s copies of periodic estimates for partial payment; (b) ledgers; canceled checks; deposit slips; bank statements; journals, if any; (c) copies of all contracts and copies of any contract amendments/change orders; (d) insurance documents; and (e) payrolls and time sheets.

20. Access to Documents

In addition to its right to audit described above, the Owner and its authorized representatives shall at any time (and from time to time) during the term of this Agreement and until the date that is three years after the date on which final payment shall have been made hereunder, have access to all Project Documents in the possession, custody, control or ownership of the Architect. The Project Documents shall be all documents and records in whatever form relating to the Project which are in the possession, custody or control of the Architect; provided, however, that the term “Project Documents” shall in no event be construed to include documents, records or other materials

30


SAMPLE

protected by the attorney-client privilege. The Architect hereby covenants and agrees that, at any time during the term of this Agreement and until the expiration of three (3) years after the date of final payment hereunder, within ten (10) days after the Architect receives written notice from the Owner, it shall (a) make the Project Documents available for inspection and copying by the Owner and its authorized representatives at a reasonable cost payable by the Owner and during the Architect’s regular business hours; and (b) deliver to the Owner an index of all documents and materials which the Architect claims are protected by the attorney-client privilege, stating for each such documents the addressee(s), the author(s) any other recipients, the date, length (if applicable), the type of document or material, and a description of the subject matter sufficient to assess the applicability of the claim of privilege without revealing information itself privileged. Any failure on the part of the Architect to comply with the provisions of this Section shall constitute a breach of this Agreement and, regardless of whether such failure occurs during the term of this Agreement, or within the three year period commencing on the date of final payment hereunder, shall constitute sufficient grounds for debarment of the Architect. The Architect hereby agrees that it shall pay and be responsible for all costs and expenses (including court costs and reasonable attorney’s fees) incurred by the Owner in enforcing this provision.

This provision is not intended to and shall not be construed to confer upon any person or entity that is not a party of this Agreement any right of access to the Project Documents under statute or otherwise.

21. Entire Agreement

This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior or contemporaneous negotiations, representations, understandings, or agreements, either written or oral, between the Owner and the Architect with respect to the subject matter hereof.

22. Conflict

In the event of a conflict between this Agreement and any other document setting forth the duties, responsibilities and obligations of the Architect, the terms of this Agreement shall govern.

23. Notices

All communications, notices and disclosures required or permitted by this Agreement shall be in writing and shall hand delivered, sent by fax (with a duplicate copy transmitted by another means of delivery authorized hereunder), sent by first class U.S. Mail, postage prepaid, or sent prepaid by nationally recognized express courier service. Such notices and other communications shall be effective upon receipt if hand delivered or sent by fax with a hard copy sent by overnight express courier, five (5) days after mailing if sent by mail, and one (1) day after dispatch if sent by overnight express courier, to the address and/or fax numbers set forth below:

If to the Architect: (Firm Name) (address) (address) Attn.: (name) (title) Telephone: Fax No. E-mail:

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SAMPLE

If to the Owner: Fairfax County School Board 8115 Gatehouse Road, Suite 3500 Falls Church, Virginia 22042-1203 Attn: Kevin Sneed Director, Office of Design and Construction Services Telephone: 571-423-2280 Fax No. 571-423-2287 Email: [email protected]

Either party may change its address for notices by sending written notice of such change to the other party in the manner prescribed herein.

24. Subconconsultant Services

A. In the event that services of special consultants or subcontractors (sometimes collectively referred to herein as “Subconsultants”) are required for portions of the Work, the Architect will be responsible for contracting for these services. In such event, the Architect shall so notify the Owner in writing and identify each such subconsultant that may be required. The Owner, in its sole and absolute discretion, shall have the right to determine whether Subconsultants are to be used. The Owner reserves the right to reject any Subconsultants proposed by the Architect. Unless otherwise agreed upon by the Owner, the Architect shall obtain at least three proposals and furnish these proposals, with the Architect’s recommendation, to the Owner for its approval prior to engaging any Subconconsultant.

B. The Architect shall require each Subconsultant, to the extent that the Work is to be performed by such Subconsultant, to be bound to the Architect by the terms and conditions of this Agreement, and to undertake and perform on behalf of the Architect all of the obligations and responsibilities with respect to such Work, including the grant of a license in favor of the Owner pursuant to Section 9 and the timely delivery of all required submittals in the specified formats, which the Architect shall have undertaken to perform on behalf of the Owner and/or the General Contractor hereunder. Each subconsultant agreement shall preserve and protect the rights of the Owner under this Agreement with respect to the Work to be performed by the Subconsultant and shall provide to the Architect the same power to terminate any subconsultant agreement that the Owner may exercise to terminate the Architect hereunder. Whenever applicable, the Architect shall require each Subconsultant to enter into similar agreements with Sub-subconsultants. Prior to execution of the subconsultant agreement, the Architect shall make available to each proposed Subconsultant a copy of this Agreement, redacted, if desired, to omit compensation or other financial terms and conditions not applicable to the Subconsultant. Similarly, Subconsultants shall make copies of applicable portions of such documents available to their respective proposed Sub-subconsultants. Each Subconsultant and Sub-subconsultant shall be obligated to perform in accordance with the provisions of this Section regardless of whether it requested or actually received a copy of this Agreement. Nothing contained herein shall be deemed to establish a contractual relationship between any Subconsultant and the Owner.

25. Prohibition Against Contingent Fees and Against Employment of Unlawful Aliens

A The Architect represents and warrants that it has not employed any company or person other than a bona fide employee working for the Architect to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or

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SAMPLE

firm, other than a bona fide employee working solely for the Architect any favor, commission, percentage, gift, or any other compensation contingent upon or resulting from the award or making of this or any other agreement. In the event of a breach of this provision, the Owner shall have the right to terminate this or any other agreement with the Architect without liability, and, in its discretion, to deduct from amounts due under this Agreement, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration, as well as the cost of such recovery including, without limitation, reasonable attorney’s fees.

B. The Architect hereby covenants and agrees that it does not, and shall not during the term of this agreement, knowingly employ an unauthorized alien (as such term is used in the Federal Immigration Reform and Control Act of 1986).

26. Time For Completion

The Architect shall perform all Work contemplated hereby as expeditiouly as is consistent with the exercise of professional skill and care required by the Agreement and the orderly progress of the Project. The Work included in this agreement shall be completed according to the following schedule:

Notice to Proceed - (negotiated date) Completion - Per Section 1(D)(5)

The Architect represents that the above-referenced time for performance is both reasonable and practicable for the Architect’s performance of the services contemplated hereby. Neither the Owner nor the Architect shall be liable for any fault or delay caused by any acts of God, war, strikes, walkouts, fires or natural calamities.

27. No Third Party Beneficiaries

No third party is entitled to rely on any of the representations, warranties and agreements of the Owner and the Architect contained in this Agreement. The Owner and the Architect assume no liability to any third party because of any reliance on the representations, warranties and agreements of the Owner and the Architect contained in this Agreement.

28. No Waiver or Estoppel

A. Failure by the Owner in any instance to insist upon observance or performance by the Architect of any of the terms, conditions or provisions set forth in this Agreement shall not be deemed a waiver of any such terms, conditions or provisions. No waiver shall be binding upon the Owner unless in writing and signed by the Owner, and any such waiver shall be limited to the particular instance referred to in the written document memorializing the waiver. Payment of any sum to the Architect by the Owner with knowledge of any breach shall not be deemed to be a waiver of such breach or any other breach.

B. Neither the Owner, nor any officer, member or employee thereof, will be bound, precluded, or estopped by any action, determination, decision, acceptance, return, certificate, or payment made or given under or in connection with this Agreement, at any time either before or after final completion and acceptance of the Work and payment therefor.

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SAMPLE 29. Remedies Not Exclusive

Unless otherwise expressly provided herein, all remedies provided for in this Agreement shall be in addition to all other remedies available to the Owner.

IN WITNESS WHEREOF, the udersigned duly authorized representatives of the Owner and the Architect have made and executed this Agreement as of the day and year first above written.

[FIRM NAME]

By: Name: ____________________________________ Title: ____________________________________

FAIRFAX COUNTY SCHOOL BOARD

By: Jeffrey K. Platenberg Assistant Superintendent Office of Facilities and Transportation Services Fairfax County Public Schools

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EXHIBIT A-1

ARCHITECT’S SUBMISSION REQUIREMENTS GENERAL 1. At each review phase, provide document sets to the Owner as set forth in the Printing Requirements.

See EXHIBIT A-2. 2. Updated cost estimate for each phase shall be submitted no later than two days before the review

meeting to allow estimator access to most current information. 3. Provide progress schedule for the Project. Update as required by demands of the Owner’s master bond

project design schedule. 4. Return the previous submittal package (inclusive of all disciplines) with each new submittal. All previous

FCPS comments must be acknowledged and addressed in writing. 5. The Architect and his consultants shall contact Design and Construction staff at any time, but as early

as possible during the design process, in order to answer questions, clarify design approaches, and resolve any issues affecting compliance with the Owner’s programs and standards.

SCHEMATIC PHASE 1. Develop initial written program outlining scope of work, augmented with schematic designs and layouts as

appropriate in order to define the general program. The general program shall be based upon the following:

A. Program criteria developed by the Owner’s, Office of Design and Construction.

B. Construction budget.

C. Walk-through inspection of existing facility and site with Design and Construction personnel.

D. Architect’s field survey to augment walk-through inspections (mandatory).

E. Boundary and topographic survey including actual field run measured elevations at all work areas and storm water outfalls. Aerial topographic surveys for locating existing items only.

2. The general program shall be subject to modification based upon input from the following:

A. Preliminary code review meeting(s) with Department of Public Works and Environmental Services (DPWES), Building Plan Review Division.

B. Preliminary site plan meetings with VDOT and/or the County Fire Marshal. C. Meetings with school principal and staff, PTA, community, and FCPS curriculum specialists.

D. FCPS's Office of Facilities Management, Transportation, and Safety and Security Services

personnel. 3. Refine the general program; provide schematic drawings and narrative in order to:

A. Define a schematic plan which incorporates space and area requirements of General Scope. B. Identify areas of demolition or disturbance to existing structure and site.

C. Define areas or extent of alterations to existing structure and site.

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D. Incorporate input described in item (2).

E. Prepare preliminary estimate. Submit printed copies and an electronic copy.

4. Architect shall meet with Design and Construction staff to review the final general program. If the cost estimate is found to exceed the Construction Budget, changes to the general program may be required to bring the project in line with the Construction Budget.

5. As part of schematic submittal, the Architect shall acknowledge review of the design manual, and shall

acknowledge distribution of the MPE related information contained in the manual to his consultants. DESIGN DEVELOPMENT PHASE 1. General requirements

A. Update cost estimate. Submit printed copies and an electronic copy.

B. Develop outline specifications.

C. Civil, architectural, and structural drawings. All or a part of this package may be in "sketch form" or "hardlined" but shall not be considered as preliminary construction documents for future C.D. phases.

2. Drawing Requirements

A. Civil drawings: Civil engineer shall begin preparation of site plan during this phase. Civil engineer shall identify issues requiring compliance with Fairfax County regulations, such as BMP (water quality), storm water management (including off-site requirements), transition screening and tree preservation.

B. "Letters of Agreement" sheet showing documentation of preliminary code review meeting(s),

and FCPS letters of agreement with code authorities.

C. Floor Plans:

1) Reference/overall plan(s) showing entire building (1/16" = 1'-0" minimum), outlining scope and limits of addition and alterations. Plan(s) shall show:

a. All room names (based on educational program requirements, not actual

current use).

b. Occupancy loads per code allowable and per program requirements.

c. Building and site handicap accessibility features, such as elevators, lifts, ramps and toilet facilities.

d. Life safety features, where applicable, such as area limitations, fire wall and fire

separation locations, egress capacities of stairs and doorways, travel lengths, rated wall or floor ceiling assemblies, and rated stair assemblies.

2) Preliminary floor plan(s) - addition and existing altered spaces (1/8" = 1'-0" minimum)

showing overall dimensions and room names.

3) Typical core classroom layouts.

4) Preliminary equipment layouts for specialized spaces (if included in addition or

36 Rev. 9/2015


reconfigured from existing spaces or otherwise modified as part of work scope) such as:

a. Media center e. Science labs b. Kitchen/serving area f. Music department suite c. Art labs g. Work and family studies d. Industrial technology labs h. Vocational/educations shops

D. Elevations (1/16" = 1'-0" or larger)

1) Show existing conditions where necessary to explain the scope of alterations to existing

structure not shown on preliminary plans.

2) Addition: Indicate major design features, types of materials that significantly contribute to design integrity, and overall vertical dimension.

E. Preliminary door schedule information: Indicate new doors and frames and labeled door

assemblies.

F. Preliminary finish schedule information: Indicate finish types for walls, floors and ceiling; show any special finishes required for specialized areas.

G. Structural drawings (1/16" = 1'-0" minimum):

1) Outline plans for foundations, floor and roof framing.

2) Part plans or reference plans showing existing areas requiring structural modification.

3) Show configuration of structural bays for floor and roof framing; indicate span direction.

H. Architectural Details

1) Preliminary cross sections (1/8" = 1'-0") and wall sections (3/4" = 1'-0") showing major

construction features and material. 3. Outline Specifications

A. Develop Table of Contents listing the Owner’s guide sections applicable to project. Provide a brief description of required sections that are not included in guide specifications. Describe any deviations from guide specifications that are necessary to accommodate project scope.

4. Preliminary Construction Phasing Plan

A. Develop a construction sequencing plan in conjunction with all consultants (including site), which shall allow all work to be completed in the time frame allowed by the bond project schedule.

INTERMEDIATE CONSTRUCTION DOCUMENTS PHASE 1. General Requirements

A. Update cost estimate. Submit printed copies and an electronic copy.

B. Working progress drawings for architectural and structural.

C. Civil drawings shall be 100% at this phase and shall clearly show the scope of site work, including new features such as utilities; on and off-site storm water management, BMP, tree preservation, paved areas, landscaping, temporary trailer locations, contractor staging area, etc., as applicable. Civil drawings shall be filed for County review as soon as possible following

37 Rev. 9/2015


the Intermediate Construction Document Phase, to allow sufficient time for such review, and to coordinate with the Project schedule for permit submission of final construction documents.

2. Drawing Requirements

A. Coversheet with drawing index and building tabulation areas showing square footage breakouts of existing building and additions.

B. "Letters of Agreement" sheet showing any additional documentation of code meetings

subsequent to design development.

C. Finalized overall Life Safety plan showing code data travel distances, occupancy loads, and fire area tabulations.

D. Architectural Drawings:

1) 1/8" = 1'-0" - Addition floor plans and notes.

2) 1/8" = 1'-0" - Minimum elevations clearly demonstrating the scope of addition work, and

demarcations between existing to remain, and altered and addition work.

3) 1/8" = 1'-0" - Cross sections

4) 3/4" = 1'-0" - (Minimum) Wall sections/details 5) Door, window, and finish schedules. Single sheet format. Indicate hardware schedule

on Door Schedule Sheet.

6) 1/8" = 1'-0" - (Minimum) Equipment and furnishing floor plans and elevations for renovated rooms, rooms in addition or rooms reconfigured from altered spaces such as:

a. Media center e. Industrial Technology Labs b. Administration f. Science Labs c. Kitchen/serving areas g. Music Department Suite d. Art Labs h. Work and Family Studies

7) 1/16" = 1'-0" (min.) Roof Plan

8) Structural drawings

a. 1/8" = 1'-0" foundation and framing plans b. 3/4" = 1'-0" minimum details.

100% CONSTRUCTION DOCUMENTS PHASE 1. General Requirements

A. Final cost estimate based upon 100% construction documents. Submit printed copies and an electronic copy.

B. Complete construction specifications, including all front-end (Division 1) documents and bid

form.

C. Complete civil, architectural, and structural drawings (provide state project numbers on all sheets).

D. Completed drawing checklist

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2. Subsequent to the 100% review meeting with the Owner’s Office of Design and Construction, the architect shall accomplish the following:

A. Incorporate all pertinent comments or requirements resulting from the review meeting into the

construction documents. B. Provide five (5) copies of the Construction Phasing Plan to the Owner’s Office of Design and

Construction, for in-house review. A meeting to discuss changes or modifications to the plan shall be held, and shall include Design and Construction staff, the architect, and consultants as participants.

C. After incorporation of comments resulting from phasing meeting, meet with the school principal

and staff to discuss construction schedule and impact on school operation.

D. Deliver four (4) sets of signed and sealed drawings to the Owner’s Office of Design and Construction, for review submission to DPWES, Plan Review. Do not include phasing plan in permit drawings. Provide signed Special Inspections form and completed Accessibility Compliance form.

E. Deliver two (2) complete sets of construction documents (Drawings and Specifications) to the

Owner’s Office of Design and Construction, for use and record.

F. Send one (1) complete, signed and sealed set of drawings and specifications, with the required signed design statement by the architect to the State Board of Education for their record.

G. Arrange for preparation and distribution of bid documents. See Permit/Bid Set Printing

Directions. 3. Project Bidding – Incorporated all applicable County permit comments and requirements.

A. Comply with all requirements for final state submission in accordance with the State Guidelines for School Facilities in Virginia’s Public Schools, Part XX.

Note: Lack of inter-discipline coordination, incompleteness in design of structural, or MEP systems, or overall

lack of drawing completeness at this phase may result in postponement of review meeting, or additional review session(s) beyond the final meeting. Completeness of submitted documents to avoid disruptions of schedule is essential. Owner may seek compensation if the contract is not adhered to by the Architect and its subconsultants and subcontractors.

39 Rev. 9/2015


EXHIBIT A-2

PRINTING REQUIREMENTS

FCPS PRINTING REQUIREMENTS – SCHEMATIC SUBMISSION THROUGH BID DOCUMENTS Schematic Design Submission (5) sets of Scopes of Work/Schematic Layout (including Site)

• Civil • Mechanical • Plumbing

• Architectural • Electrical

(1) Facilities Management set

(1) Record set (4) copies of cost estimate Design Development Submission (3) sets of drawings and outline specifications (1 full set) bound separately by discipline

• Civil • Mechanical/Plumbing

• Architectural/Kitchen/Structural • Electrical


(1) Record set (4) copies of cost estimate Intermediate CD Submission (3) sets of drawings (1 full set) bound separately by discipline




(1) Record set (4) copies of cost estimate 100% CD Submission (4) sets of drawings and specifications (All Spec Sections shall be “Redlined” DO not remove any section but you can add or strike out information not needed). (1 full set) bound by discipline




(1) D.I.T. Field Services set (1) Record set

(4) copies cost estimate Permit Sets (3) Sets to permit expediter. One of the three sets is for kitchen reviewer. D&C will provide expediter

information. (Architects/Engineers seals and signatures required) (1) Set to D&C (1) Set to Facilities Management

40 Rev. 9/2015


Pre-Bid Set (1 full set) and specifications, drawings bound separately by discipline



Bid Sets (7) Sets of Construction Documents D&C, office record set D&C, (2) field inspector sets

D&C, spare set Facilities Management Services set D.I.T. Network Services set

School set (7) Half-size sets (five to be D&C, office record set bound front and back with D&C, (2) field inspector sets clear mylar film) D&C, Construction Manager set D&C, Field Construction Supervisor D&C, Spare set D.I.T. Field Services set Architect to send the following information to the State Hunter L. Barnes Architectural Consultant Virginia Department of Education P.O. Box 2120 Richmond, VA 23218-2120 Telephone: 804-225-2035 Fax: 804-225-2831 ([email protected])

• One (1) set of half size plans and specifications (Architect & Engineer seals and signature required on every sheet)

• Two (2) full sets of contract document (plans and specifications) on separate compact discs with jewel cases in PDF format (all sheets stamped and signed)

• Architects compliance statement (Design intent) D&C to send to the State the Approval letter by Superintendent Permit/Bid Set Printing Directions

1. Use approved printing companies and unit prices listed on accompanying pricing sheet.

2. Construction documents shall be blue line.

3. Specification books shall be white stock, printed both sides with aluminum screw post binders (3 per specification) with card stock covers front and back. GBC or ACCO fasteners are acceptable for contractor bid sets only.

4. There shall be no charge for deliveries.

41 Rev. 9/2015



EXHIBIT A-3

DRAWING FORMAT SPECIFICATIONS

The following documents shall be submitted on CD and shall include:

1. Project specifications in MSWord.

2. A complete set of as-built drawings in AutoCAD 2017. Submit a list of standards layers.

3. A complete set of as-built drawings submitted both as dwg. files and .tif files.

4. Electronic Files must be named exactly as appears on hard copy drawings.

5. Ensure that all electronic files include necessary x-refs, title blocks, fonts, line types, etc. to comprise full drawing image.

The following shall be submitted in AutoCAD 2015 and formatted to plot on a single sheet:

• A complete site plan. A list of layer names shall be issued.

• A complete overall floor plan of all floor levels that shall include: room names and square footages as attributes. Layers labeled as walls, columns, doors, stairs, windows, name, title, and symbol shall be included.

• A complete mechanical system plan. A list of layers to be included shall be issued.

• A complete plumbing system plan. A list of layers to be included shall be issued.

• A complete power system plan. A list of layers to be included shall be issued.

• A complete lighting system plan. A list of layers to be included shall be issued.

• A complete sound system plan. A list of layers to be included shall be issued.

• A complete security system plan. A list of layers to be included shall be issued.

• A complete fire alarm system plan. A list of layers to be included shall be issued.

• A complete CATV plan. A list of layers to be included shall be issued.

• A complete networking system plan. A list of layers to be included shall be issued.

• A complete roofing plan. A list of layers to be included shall be issued.

• A complete sprinkler plan. A list of layers to be included shall be issued.

42 Rev. 9/2015


EXHIBIT B

RATES FOR ADDITIONAL SERVICES

Additional services shall be compensated at the following rates:

(1) Principal-in-Charge $_______ Project Director $_______ Project Manager $_______ Project Architect $_______ Interior Designer/Space Planner $_______ Quality Control $_______ 3-D Rendering Illustrator $_______ CADD Specialist $_______ Clerical $_______ (1) All other employees at a multiple of [2.5] times their actual salaries. (2) Services of Professional Consultants at a multiple of [1.25] times the amount billed to the Architect.

43 Rev. 9/2015


EXHIBIT C

PROJECT TEAM MEMBERS

44 Rev. 9/2015