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HomeMy Public PortalAboutr 22-261�ieza.lufian of * Pow* of (gart tf, N, J, #22-261 Date of Adoptie December 29, 2022 AUTHORIZING A PROFESSIONAL SERVICES CONTRACT WITH USA ARCHITECTS PLANNERS & INTERIOR DESIGNER, LTD WHEREAS, the Borough of Carteret. is in need of specialized planninglarchitectural services in connection with schematic design and construction documents for 25 Cooke Avenue proposed restaurant; and WHEREAS, USA Architects Planners & Interior Designers, LTD, 20 N. Doughty Avenue, Somerville, New Jersey 08876, possesses the requisite experience and expertise . to provide said services; and WHEREAS, USA Architects Planners & Interior. Designers, LTD has submitted a proposal to provide said services for Phase I & II at a total cost not to exceed $44,000.00 and WHEREAS, the Mayor and the Council have reviewed said proposal; and WHEREAS, the Chief Finayiall0ffi�er 1 n ffied that funds are or will be available for said purpose. Acct. tl V LL e4 NOW, THEREFORE, BE IT' RESOLVED by the Mayor and the Council of the Borough of Carteret, County of Middlesex, State of New Jersey, as follows: 1. The proposal from USA Architects Plamrers & Interior Designers, LTD for planning/architectural services in regard to. schematic design and construction documents for 25 Cooke Avenue proposed restaurant at a total cost not to exceed $44,000.00. is hereby approved. 2. This action is approved as an award of a professional services contract pursuant to N.J.S.A 40AA 1-5(1)(a) in accordance with the Borough's Fair and Open Process as authorized by law. 3• A copy of this Resolution be forwarded to the Borough's Purchasing Department and USA Architects Planners & Designers, 'LTD. Adopted this 29n' day of December, 2022 and certified as a true copy of the original on December 30, 2022. CARMELA POGORZELSKI, RMC Municipal Clerk RECORD OF COUNCIL VOTE COUNCILMAN YES NO NV A.D. COUNCHAVAN WS NO NV A.D. BELLINO, X .IOHAL X DIAZ X KRgM .X DIMASCIO X #j NAPLES X X-Indicate Votu AD -Absent NV -Not Voting XOR -Indicates Vote to Overrule Veto Adopted at a meeting of the Municipal Council ' l December 29 22 ! •a • •i n Ar • I �.. " IU[14uj,pd1 v4p5A j AFFIDAVIT OF PUBLICATION The following is a true copy of an Ordinance or Resolution of the Borough of Carteret that has appeared in the Home News Tribune, a newspaper which is printed in Freehold, New Jersey and published in Neptune, in said County and State and of general circulation in said county. One 1 time(s), once in each issue as follows: January 5, 2023 Municipal Clerk .t Notary) blic of New Jersey JENNIFER K. OTERO : s Notary R 61k • Siate of New Jersey Commission # 50.18.8983 A M Comm. Ex Tres Mar. 31 2027 Sworn and subscribed before me this day of,, , BOROUGH OF CARTERET _----panialL Reinlm, MUNICIPAL CLERK f F �7, ,ArJ Date: Decomber22•2022 To: Patrick DoBlaslo Treasurer Borough of Carteret REOUIIST FOR CERTIFICATION OF AVALL&K F. FUNDS Ivor: AUTHORIZING A PROFESSIONALSF-RVICES CONTRACT WITH USA ARCHITECTS PLANNERS & INTERIOR DESIGNER, LTD Resolution #: i122-261 Name ofAccountt• ,I,L8SA-ARCHITECTS PLANNRRS & INTERIOR DESIGNER"4L8 AMOUNT TO BE ENCUMBERED: '44 000.00 CAR EL Municipal Clark CERTIFICATION OF AVAILABlu'ry OF FUNDS I, Treasurer of the Borough of Carteret, do hereby certify, flint there are suffiolent fluids ova Itable in the current budget to enablo the Munfoipai Connoll to authorize the ontering Into it Contract behveen the Borough of Corterot and; A GC SFI �/tGe c.t3 14v'Ne.ig The funds available for this contract are in the Budget, In the account of Gptl%-ii,+Cc!..L oG' '?--o (•. p� �t G S — 7-SY In the amount of By this certification, 1 bavo hereby encumbered the above named account for the amount of the contract pending Cotmoil notion, ratrlok OBlasio Wonsuror memulal Municipal Balldin8 Te1;732-541-3800 4b 61 Coolce Avenue Au; M-541-8925 0 •tawwmteretnet 0 Carteret; New Jersey 07008 cl. e-tki ceQcuieret.net I zo N. Doughty Avenue AGREEMENT BETWEEN THE OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES Date: December iq, 2022 Owner: Mayor Dan Reinman 61 Cooke Avenue Carteret, New Jersey o7oo8 Architect: USA ARCHITECTS PLANNERS+ INTERIOR DESIGNERS, LTD. io N. Doughty Avenue, Somerville, NJ o8876 t go8.722.2300 f go8.223.5287 Architect's Designated Project Representative Name: Paul R. Swartz Emergency Contact: go8-268-2028 E-Mail: pswartzQa usaarchitects.com Project: Proposed Restaurant 25 Cooke Avenue Carteret, New Jersey o7oo8 USA's Project Team: Consultants hired directly by USA to assist with design disciplines on this Project are: MPP Engineers for structural engineering and Strunk Albert Engineering formechanical, plumbing, electrical and fire protection engineering. Additional Consultants may be added to assist on this Project if deemed necessary by USA to provide the services contracted under this Agreement. A. PROJECT UNDERSTANDING USA Architects will provide design services for a new restaurant at 25 Cooke Avenue in Carteret, NJ. The site of a former bank, the existing building is approximately z,000 square feet, consisting of one floor and a basement. It is Owner's intent to increase the footprint of the existing building with an additional 2,000 square feet of dining area and support spaces. There will be a roof terrace along with a large gathering room for larger parties. The exterior of the building is to have a modern aesthetic. The proposed fees within the proposal include the schematic design, construction documents. Permitting and construction administration for the project will be provided hourly as required by the Owner. USA Architects has not included a food service consultant and will rely on information provided by the restaurant operator. B. SCOPE OF SERVICES B.I. General B.i.i. USA's services consist of those services performed by USA and its consultants as enumerated in this Agreement. B.1.2.USA'S Basic Services include design and documentation of the project, as well as bidding and construction contract administration for the disciplines included in the attached Matrix and shall be supplied by USA or its contracted Consultants, unless otherwise noted in the remarks column. B.1.3. The Terms and Conditions of the Agreement between Owner and Owner's consultants, if any, shall be furnished to USA to allow the coordination of the scope of services for each as they pertain to the others' scope of services and responsibilities. USA shall not be responsible for actions taken by the Owner's Consultants nor shall it be responsible to direct the consultants in performing theirtasks other than to provide information and assistance necessary for the coordination of their tasks. Furthermore, the Owner's retention of other Consultants shall not relieve USA of performing its contractual responsibilities. B.1.4.Owner shall furnish the services so designated in this Agreement to be furnished or provided by the Owner and shall also furnish the services of other necessary consultants or engineers when such services are reasonably required by the scope of the Project and have been requested by USA but have not been included as part of USA's Basic or Additional Services. B.i.S. USA and USA's Consultants shall not be responsible for the certification and pre -qualification of the Owner's direct consultants if it is discovered that said consultant(s) had not been qualified prior to the start of work. USA shall not be responsible for actions taken bythe Owner's direct consultants nor shall it be responsible to directthose consultants in performing their tasks other than to provide information and assistance necessary for the coordination of their tasks. B.1.6. Services not checked below at the time of contract execution but deemed necessary or requested by the Owner at a later date during the course of the project will be considered Additional Services. Matrix of Professional Services Responsibility USA's SERVICES USA Consultants Owner N/A Remarks Architectural Basic Services N ❑ ❑ ❑ Click or tap here to enter text. Structural Basic Services ❑ N ❑ ❑ Mechanical Basic Services ❑ N ❑ ❑ Click or tap here to enter text. Electrical Basic Services ❑ N ❑ ❑ Click or tap here to enter text. Plumbing Basic Services ❑ N ❑ ❑ Click or tap here to enter text. Program Project Dev. Schedule ❑ ❑ ❑ N Click or tap here to enter text. Economic Feasibility Studies ❑ ❑ ❑ N Click or tap here to enter text. Long Term Facility Plan ❑ ❑ ❑ N Click or tap here to enter text. Food Service Consultant ❑ ❑ N ❑ Click or tap here to enter text. Project Budgeting ❑ ❑ ❑ N Click or tap here to enter text. Detail Construction Cost Estimates ❑ ❑ ❑ N Click or tap here to enter text. Existing Facility Survey/Doc. N N ❑ ❑ Click or tap here to entertext. Bldg. Hazmat Investigation/Report ❑ ❑ ❑ N Click or tap here to enter text. Bldg. Hazmat Abatement Specs. ❑ ❑ ❑ N Click or tap her to enter text. © Copyright of USA Architects Planners and Interior Designers, LTD 2of14 Civil/Site Engineering/Site Lighting ❑ Wiring Design of Site Lighting ❑ Zoning/Site Agencies Applications ❑ Landscape Architecture ❑ Geotechnical Services ❑ Boundary/TopographicSurvey ❑ Site Environ. Studies/Delineation ❑ Environmental Monitoring ❑ Site Analysis & Selection ❑ Zoning /Site Agency Approvals State Building Agency Submissions Interior Design selection Telecommunications ❑ Security Services ❑ Food Services ❑ Value Engineering text. Sustainable Design ❑ LEED° Certification ❑ Commissioning ❑ Building Life Cycle/Cost Analysis ❑ Energy Studies, E-Rate, Smart Start ❑ Record Construction Drawings ❑ Post Construction Evaluation ❑ Renderings 2 exterior renderings 3-D Walk-through ❑ Architectural Model ❑ Signage Design ❑ Graphic Design ❑ Marketing Studies text. Project Promotion/Public Relations ❑ ❑ ® ❑ Click of tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or lap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or lap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ® ❑ Click or tap here to enter text. ❑ ® ❑ Click or tap here to enter text. ❑ ❑ ❑ Does not include furniture ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ® ❑ Click or tap here to enter text. ❑ ❑ ❑ ® Click or tap here to enter ❑ ❑ ® Designed to sustainable standards ❑ ❑ ® Click ortap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ A Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Services include 2 interior and ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ® Click or tap here to enter text. ❑ ❑ ❑ ® Click or tap here to enter ❑ ❑ ® Click or tap here to enter text. The above matrix is provided to clarify the responsibility for the general scope of services, or to note specific limitations to some, however, services not checked at the time of contract execution, but deemed necessary orrequested by the Owner at a later date during the course of the project, will be considered Additional services. B.2. Basic Services are considered the following: B.2.1. Schematic Design a. USA and their consultants will initially survey the existing space. USA will prepare an as -built drawing(s) to document the existing conditions. b. Based on the information provided by the Owner and the tenant, USA will prepare a schematic floor plan, exterior and interior elevations for approval by the Owner for discussion with the township, including meetings with the Planning Board and Zoning Board. Based on comments from the Owner and the township, USA will revise the drawings and develop an interior rendering © Copyright of USA Architects Planners and Interior Designers, LTD 3of14 depicting the design. USA will provide one option for interior finishes but does not include the selection and documenting of furniture, fixtures, or equipment. USA can provide this as an additional service. B.2.2. Construction Documents a. USA, will provide Construction Documents consisting of Drawings, Specifications, and other documents setting forth in detail the requirements for the construction of the Project. b. USA shall exercise reasonable professional effort to have the construction documents comply with applicable codes and regulations of regulatory bodies normally having jurisdiction over the project which are in effect as of the date of completion of construction documents. 13.2.3. Permitting Phase (Hourly) a. USA, following the Owner's approval of the Construction Documents shall assist the Owner in obtaining bids or negotiated proposals and assist in preparing contracts for construction (the final contractor's agreement shall be prepared by Owner's legal counsel). USA shall respond to questions from bidders and shall issue any necessary addenda. b. USA will assist the Owner in the submission to the Local Building Department for construction Permitting. The Contractorwill be responsible for obtaining the actual permits and the Owner will be responsible for any applicable fees. B.2.4. Construction Contract Administration Phase. (Hourly) a. USA shall visit the site to become generally familiar with the progress of the Work completed and to determine in general if the Work is being performed in a manner indicating that the Work is proceeding in accordance with the Contract Documents. However, USA shall not be required to make exhaustive or continuous on -site observations to check the progress or quantity of the Work. On the basis of on -site observations as an Architect, USA shall keep the Owner informed of the progress and quality of the Work and shall endeavor to guard the Owner against defects and deficiencies in the Work. b. USA shall review or take other appropriate action upon Contractors' submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with the information given and the design concept expressed in the Contract Documents. USA's action shall be taken with such reasonable promptness as to cause no delay in the Contractor's Work, while allowing sufficient time in USA's professional judgment to permit adequate review. The Architect shall not be required to review partial submissions. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for fabrication, installation, or performance of equipment of systems designed by the Contractor, all of which remain the responsibility of the Contractors to the extent required by the Contract Documents. Review of a specific item shall not imply that USA has reviewed the entire assembly in which this item is a component. USA's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by USA, of construction means, methods, techniques, sequences or procedures. USA's acceptance of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, USA shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the © Copyright of USA Architects Planners and Interior Designers, LTD 4 of iq performance criteria required by the Contract Documents. USA's review includes up to two submissions per item as it is reasonably expected that the contractor shall be able to provide complete submissions within those two reviews. Subsequently, any additional submission caused by the contractor's failure to submit complete or appropriate documents shall be considered an additional service and USA will require payment prior to review and release of the subject submission; it would be recommended that this additional cost be back -charged to the contractor for its failure. c. USA shall review and take appropriate action on Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. d. USA may authorize minor changes in Work not involving an adjustment in a Contract Sum or an extension of a Contract Time, which are not inconsistent with the intent of the Contract Documents. Such changes shall be affected by written order issued through USA Architects. e. Duties, responsibilities, and limitations of authority of USA shall not be restricted, modified or extended without written agreement of the Owner and USA. Subsequently, the Contractor shall be notified by the Owner of the provisions of said agreement. f. USA shall advise and consult with the Owner through the completion of the Construction Phase, and as an Additional Service thereafter or as otherwise directed by the Owner during the correction period described in the Contracts for Construction. USA shall have authority to act on behalf of the Owner only to the extent provided in the Contract Documents unless otherwise modified by written instrument. g. USA shall not have control over, or charge of, and shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solelythe Contractors responsibility underthe Contract for Construction. USA shall not be responsible for the Contractors schedules or failures to carry out the Work in accordance with the Contract Documents. USA shall not have control over, or charge of, acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. h. As deemed necessary by USA, or at the written request of the Owner or Contractor, USA shall interpret and decide matters concerning the requirements of the Contract Documents. Such interpretations and decisions of USA shall be consistent with the intent of and be reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. USA shall not be liable for results of interpretations or decisions so rendered in good faith. If the Owner authorizes deviations, recorded or unrecorded, from the documents prepared by USA without written agreement of USA, the Owner shall indemnify and hold harmless USA, USA's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting in whole or in part from such deviations, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. j. Neither the professional activities of USA, nor the presence of USA or his or her employees and his consultants at a construction site, shall relieve the Contractor and/or any other entity of their © Copyright of USA Architects Planners and Interior Designers, LTD 5of14 obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the Work of construction in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. USA and his or her personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. k. USA shall review and take appropriate action on the amounts due to the Contractor and shall issue Certificates for payments in such amounts. USA certification for payment shall constitute a representation to the Owner, based on USA's evaluation of the Work during the site observation and data comprising the Contractor's Application for payment, that the Work has progressed to the point indicated and that, to the best of USA's knowledge, and upon the information and belief, the quality of the Work is in accordance with the Contract Documents. The forgoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,,(z) to results of subsequence tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, (4) to specific qualifications expressed by USA. I. The issuance of a Certificate for payment shall not be a representation that USA has (1) made exhaustive or continuous on site inspections to check the quality or quantity of the Work, (z) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. The Architect shall maintain a record of the Contractor's Applications for Payment until project completion. m. USA shall conduct an observation with the Owner's Representative to determine the date of Substantial Completion and the date of Final Completion, shall receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required bythe Contract Documents and assembled bythe Contractor, and shall issue a final Certificate for Payment based upon a final observation indicating the Work complies with the requirements of the Contract Documents. C. COMPENSATION C.1.Fees The fee for Basic Architectural and Engineering services for Additions and Renovations to the space will be based upon the Lump Sum Amount of $81,000 (Eighty One Thousand Dollars) and is separated in phases as follows: Schematic Design $18,000 Design Development $26,000 Construction Document Phase $37,000 Permitting Phase Hourly Construction Phase Hourly © Copyright of USA Architects Planners and Interior Designers, LTD 6of14 Under the direction of the Director of 2 Technical Support Specifications and/orthe Director of 885 Construction Administration, assists with specifications/bidding process and the construction paperwork. Underthe direction of the Project Architect, i Drafter/Intern performs tracing and basic drafting, copying, $50 printing. Reimbursable Expenses i. Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by USA Architects and engineering consultants, in the interest of the project. z. Reimbursable expenses shall be invoiced at cost plus io% and Travel rates are established in accordance with the current IRS Standard Mileage Reimbursement Rates. Other costs include: • Fees paid for securing approvals of authorities having jurisdiction over the project. ■ Expense of reproductions, including prints, cad plots, computer disks, specifications and other media required by the project. • Expense of postage and handling of Drawings or other media requiring Overnight and/or Messenger Service. • Expense of renderings, models, videos and mockups requested by the Owner. (i interiors rendering is included). • No back up data or copies of bills will be provided for reimbursable expenses invoiced under this Agreement. Should the Owner request such back up data or copies, it will be provided for an administrative fee of sioo per monthly invoice requiring verification. C.3. Terms for Payments: a. Payments are due and payable within thirty (3o) days from the date of USA's invoice. b. Subsequent payments for Basic Services shall be made monthly and shall be in proportion to services performed within each phase of service. c. Payments on the account of USA's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of USA's statement of services rendered or expenses incurred. d. If Owner objectsto any portion of an invoice, the Owner shall so notify USA in writing within 15 business days of receipt of this invoice. The Owner shall identify the specific cause of the disagreement and shall pay when due that portion of the invoice not in dispute. e. Payments to USA shall not be withheld, postponed or made contingent on the construction, completion or success of the project or upon receipt by the Owner of offsetting reimbursement or credit from other parties causing Additional Services or expenses. No withholdings, deductions or offsets shall be made from USA's compensation forany reason unless USA has been found to be legally liable for such amounts. © Copyright of USA Architects Planners and Interior Designers, LTD 8of14 C.z. Rate Schedule —The attached Rate Schedule applies for the period of January 1, 2022— Decern be r3l, zozz. The hourly rates will apply toward Owner approved additional services beyond the current scope. 10 Principal -in -Charge Leads the project team as needed throughout $�50 the life of the project. Under leadership of Principal, controls project Associate/Director scheduling and management. Director of $165 9 Senior Project Construction Administration and Director of Manager Specifications are also included here. Under the direction of the Director of Construction Construction Administration and/or Project 8 Administrator/Code Manager, facilitates construction process and $150 Specialist assures conformance with contract documents design elements and building codes. Under leadership of Principal and/or 7 Project Manager Associate/Director, controls project scheduling $�40 and management and leads project architect/designer. Underthe direction of the Project Manager, directs day to day operations of the project 6 Project Architect and group work activities, leads project $130 design and reviews all technical specifications. With licensure, takes responsibility for accuracy of all drawings. Underdirection of the Project Architect, is 5 Designerll responsible for developing detailed $��5 documents, including building sections, wall sections, and other elements of constructability. Under the direction of the Project Manager, 4 Interior Designer creates interior space planning layouts and $105 selects interior finishes, details and specifications. Under direction of the Project Architect, takes design systems/layout data/sketches and 3 Designer I translates into usable information for design/ $95 construction drawings including floor plans, elevations and 3D models. © Copyright of USA Architects Planners and Interior Designers, LTD 7of14 f. Should it become necessary that unpaid accounts be referred for collection, the Owner agrees to pay all costs associated with the collection processes (including, without limitation, court costs, costs of suit and reasonable attorney and/or collection agency fees/expenses) as these costs are incurred by USA. CA Project Duration a. If the Basic Services covered by this agreement have not been completed within Twelve months of the date hereof, through no fault of USA, extension of USA's services beyond that time shall be compensated according to the hourly rate schedule above. C.5.Project Budget a. The Owner shall be responsible for securing Project Funds and any financial method of payment for the project design, construction and permit fees, testing, etc., including any project cost escalation due to Owner's approved schedule. b. It is also understood that some changes to the construction contract, generated by unforeseen conditions; Owner generated changes; Government Agency changes, Architect/Engineers' errors and omissions, Contractor's error, etc. can affect the Contract Sum. c. In as much as the evaluations of systems or the renovations/rehabilitation of existing buildings require that certain assumptions be made regarding existing conditions, and because some assumptions cannot be verified without expending great sums of additional money or destroying otherwise adequate or serviceable portions of the building, the client agrees that, except for negligence by USA, they will hold harmless and indemnify USA for and against all claims, damages, awards and cost of defense arising out of the professional services associated with those assumptions. D. ADDITIONAL SERVICES D.1. Additional services are defined as Work in connection to services not included in Basic Services (see Scope of Services Responsibility Matrix). If Additional Services are required by the project at a later date, they can be provided for Additional Compensation. Such Additional Services shall only be provided if authorized or confirmed in writing by the Owner. D.s.i. Making revisions in Drawings, Specifications, or other documents when such revisions are inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget. D.1.2. Making changes requested by the Owner because the estimate of Construction Cost exceeds the Owner's budget, except where such excess is due to changes initiated by USA in scope, capacities of basic systems, or the kinds and quality of materials, finishes or equipment, or if they are required by the enactment or revision of codes, laws or regulation subsequent to the preparation of such documents. D.1.3.Providing professional services of USA or its consultants required because of new/additional requirements imposed by the authorities having jurisdiction during the course of construction and thereafter and subsequent to previous document approvals have been secured from either those or other authorities having jurisdiction. D.1.4.Making changes required as a result of the Owner's failure to render decisions in a timely manner © Copyright of USA Architects Planners and Interior Designers, LTD 9of14 D.i.S.Providing one or more Project Representatives to assist in carrying out additional on -site responsibilities as an Additional Service, if more extensive representation at the site is required. a. Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefore as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project representatives shall be as mutually agreed upon between Owner and Architect. b. The furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. D.1.6.Providing services in connection with the work of separate consultants retained by the Owner. D.1.7. Providing value engineering services with the Owner including the services necessary to adequately evaluate alternative system(s), if required, making subsequent revisions to Drawings, Specifications, and other documentation resulting thereof, if such services are initiated after completion of the Schematic Design Phase Approvals by the Owner. D.i.8.Providing services required because of significant changes in the Project including, but not limited to changes in size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction. D.i.g.Preparing Drawings, Specifications, and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives on issues not the direct fault of USA or his Consultants. D.1.io. Providing services in connection with evaluating substitutions proposed by Contractors and making subsequent revisions to Drawings, Specifications and other documentation resulting from said substitutions. D.1.11. Providing consultation concerning replacement of Work damaged by fire or other cause ("act of God") during construction, and furnishing services required in connection with the replacement of such Work. D.1.12. Providing services made necessary by the termination or default of the Contractor, by major defects or deficiencies in the Work of a Contractor, or by failure of performance of either the Owner or a Contractor under a Contract for Construction. D.1.13. Providing services in evaluating an extensive number of claims submitted by a Contractor or others in connection with the Work. D.1.14. Providing services in connection with public hearings, arbitration proceeding or legal proceeding except where USA is party thereto. E. RESPONSIBILITIES E.i. The Owner and USA shall cooperate with one another to fulfill their respective obligations under this agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project Team.. E.2. The Owner shall provide full, detailed, information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems, and site requirements. USA is entitled to rely on the accuracy and completeness of said information. ©Copyright of USA Architects Planners and Interior Designers, LTD 30 of 14 E.3. USA shall designate a representative authorized to act on USA's behalf with respect to the Project. Such representative shall be the Project Manager and shall be authorized to act on USA's behalf with respect to the Project. E.4. USA covenants with the Owner to exercise reasonable care in a manner consistent with the standards required of other architects providing similarservices undersimilar circumstances. E.S. USA shall maintain the confidentiality of information as designated by the Owner, except if such information violates the law, creates risk of significant harm to the public or prevents USA from establishing a claim or defense in an adjudicatory proceeding. E.6. USA shall design the Project in accordance with the requirements of the aforementioned authority and all other governmental authorities having jurisdiction over this project. USA shall not be responsible for new/additional requirements imposed by those authorities after previous document approvals have been secured from either those or other authorities having jurisdiction. F. TERMS AND CONDITIONS F.1.Use of Architect's Documents F.1.i. The Drawings, Specifications and other documents (all media types) prepared by USA for this Project, under copyright law, are instruments of USA's service for use solely with respect to this Project and, unless otherwise provided, USA shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including copyright. The Owner shall be permitted to retain copies, including reproducible copies, of USA's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. USA's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless USA is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation to USA. F.1.2. In the event that Owner elects to utilize USA's Plans and Specifications on other projects, or to complete or modify the construction of the Project in question with an Architect other than USA, or without an Architect, then Ownerwill indemnify and hold USA, it's agents, employees and consultants harmless to the fullest extent allowable by law, from and against any claims, liability, cost or expense (including, without limitation, reasonable legal fees and expenses) alleging any negligent acts, error or omissions asserted by third parties in connection with or arising from such utilization of the aforementioned Plans and Specifications. Furthermore, Owner agrees to and does hereby release and discharge USA, it's agents, employees and consultants, from any and all obligations, promises, covenants, and agreements arising out of USA's preparation of the aforementioned Plans and Specifications should Owner undertake to complete construction of or modify the Project in question without using USA's services. F.1.3. Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the USA's reserved rights. F.2. Document Retention F.2.4.USA's corporate policy for document retention states that all shop drawings and all Contractor submissions required during the construction phase shall be returned to the Owner at project close- © Copyright of USA Architects Planners and Interior Designers, LTD 11of14 out for the Owners record. USA shall retain Digital Project Files, consisting of contract drawings, specifications, meeting minutes, etc. produced under this contract by USA for a period of seven years after project close-out. F.3. Suspension and Termination F.3.5. This Agreement may be terminated by either party with or without cause on ten (10) business days after receiving written notification provided that USA has received payment in full for all services performed in accordance with this Agreement or incurred prior to termination, together with Reimbursable Expenses then due together with reasonable expenses incurred by USA, which are directly attributable to the termination. F.3.6. Upon five (5) business days written notice from the Owner, the Project may be suspended for an aggregate period of not more than thirty (30) calendar days. Owner shall pay for all services and reimbursable expenses as invoiced by USA in accordance with the payment terms of this Agreement. Upon reasonable notice from the Owner, USA shall resume services on the project and there shall be an equitable adjustment to USA's fees, schedule and terms and conditions occasioned by the suspension. F.3.7. USA may suspend the performance of services or terminate this Agreement upon five (5) business day's written notice to the Owner, if the Owner is in material breach of the terms of this Agreement. F.3.8. For purposes of this Agreement, nonpayment by the Owner of invoices will be considered a material breach. USA shall have no liability whatsoever to the Owner for any costs or damages as a result of such suspension caused by any breach of this Agreement by the Owner. F.4. Professional Liability F.4.9.In addition to other insurance coverages normally carried by the Architect, USA agrees to secure and maintain a policy of professional liability insurance providing coverage for claims arising from the negligent acts, errors or omissions of USA in providing professional services under this Agreement. Policy will be renewed during the term ofthis agreement and fora period of one year after substantial completion of the services under this Agreement. F.4.10. If requested USA shall provide a Certificate of Insurance on a form acceptable to the Owner's Risk Manager which shall require not less than 3o days written notice to Owner prior to any cancellation to the policy and will be deemed delivered two days after posting by the insurer. Such certificate of insurance will evidence Professional Liability Insurance with a limit if liability of s3,000,00o per claim and s3,000,00o annual aggregate. If additional amounts are required by the Owner beyond the customary by USA, additional cost shall be considered a reimbursable expense. F.4.ii. As an accepted industry and legal standard, each construction project is viewed as "one of a kind", The Architect is obligated to provide the standard of care expected in his profession, which infers tolerance for human element. In any event USA shall be obligated to correct his designs (not the construction) at his own expense. F.4.12. In the event the Owner consents to, allows, authorizes or approves of changes to any plans, specifications or other construction documents, and these changes are not approved in writing by USA, the Owner recognizes that such changes and the results thereof are notthe responsibility of USA. Therefore, the Owner agrees to release USA from any liability arising from the construction, use or result of such changes. © Copyright of USA Architects Planners and Interior Designers, LTD 12 of 14 F.4.13. USA shall not be responsible or liable for any damages,delays, or failure of performance due to"force majeure" or any other reason beyond the control of USA. F.4.14. In the event the Owner initiates a claim against USA Architects, at law or otherwise, for any alleged negligence, error, omission, or other act arising out of the performance for USA's services, and later withdraws such claim or an adjudication is made by a Court of Competent jurisdiction finding USA Architects to be without fault, then the Owner shall pay all costs incurred by USA in defending themselves against the claim including but not limited to reasonable counsel fees and costs incurred. F.4.15. Nothing in this agreement shall impose liability on USA Architects for claims, lawsuits, expenses, or damages arising from or in any manner related to the exposure to, or the handling, manufacture, or disposal of asbestos, asbestos products, or hazardous waste in any of its various forms, as defined by the Environmental Protection Agency or other Federal, State, or sub -state jurisdiction's or agency's statutes or regulations. F.4.16. USA shall have no responsibility for identifying, handling or disposal of asbestos, asbestos products, or hazardous waste in any of its various forms as defined by the Environmental Protection Agency or other Federal, State or sub -state jurisdiction's or agency's statutes or regulations. F.4.17. The construction documents are based upon the evaluation of the existing structures to the extent possible and based upon certain assumptions regarding existing conditions where those assumptions cannot be verified without expending additional sums of money or destroying otherwise adequate or serviceable portions of the building. As such and pursuant to the standard of care in the industry, USA shall not be held responsible for any and all damages liability and cost, including reasonable attorneys' fees and defense costs, arising or allegedly arising out of the inability to verify existing conditions, except for the sole negligence or willful misconduct of USA. F.5. Claim/Dispute Resolution F.5.i& Any claim, dispute or other matter in question arising out or related to this Agreement shall be subject to mediation as condition precedent to institution of legal or equable proceedings by either party. The parties shall share the mediator's fees and filling fees equally. F.5.ig. Any claim, dispute or other matter in question arising out or related to this Agreement shall not authorize the Owner, as long as USA continues providing the services as stipulated under this Agreement, to withhold payment to USA. F.5.20. In the event the Owner initiates a claim against USA, at law or otherwise, for any alleged negligence, error, omission, or other act arising out of the performance for the USA's services, and later withdraws such claim or an adjudication is made by a Court of Competent jurisdiction finding USA to be without fault, then the Owner shall pay all costs incurred by USA in defending themselves against the claim, including but not limited to, reasonable counsel fees and costs incurred. F.6. Certifications i. USA represents that its employees who will perform services pursuant to the terms of this Agreement, should they be professional architects, will have appropriate licenses in good standing and will perform these services in accordance with applicable licensing laws, or if the employee is not licensed, he or she will be under the supervision of an architect on staff with appropriate licenses in good standing. G. MISCELLANEOUS PROVISIONS © Copyright of USA Architects Planners and Interior Designers, LTD 13 of 14 G.i. USA shall have the right to include photographic or artistic representations of the design of the Project among USA's promotional and professional materials. However, such material shall not include the Owner's confidential or proprietary information if the Owner has previously informed USA in writing of such confidential information on the Project. G.z. Changes in Services of USA, including its Consultants, generated by the Owner, or Government Agency's decisions or rulings, may be accomplished after execution of this Agreement, without invalidating this Agreement, if mutually agreed upon in writing, inclusive of compensation and time extension. This writing can be initiated by both or either party as long as no objection is presented in writing by the other party within three business days of the correspondence. G.3. It is intended by the parties of this Agreement that USA's services in connection with the project shall not subject USA's individual employees, officers or directors to any personal legal exposure for the risks associated with this Project. Therefore, and notwithstanding anything to the contrary contained herein, the Owner agrees that, as the Owner's sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against USA Architects, Planners+ Interior Designers, LTD., a New Jersey corporation, and not against any of his employees, officers or directors. G.4. All legal notices required to be given underthis Agreement shall be made by personal delivery or reputable overnight courier service or certified, return receipt request, to address the other party. All notices will be deemed given upon receipt thereof. This Agreement is governed by the laws of the State of NJ as principal place of business of USA Architects, Planners and Interior Designers, LTD. The Owner acknowledges reading and accepting this Agreement as indicated. Paul R. Swartz, AIA, NCARB, PP Owner: Senior Partner/CEO 1 December 16, 2022 Accepted by Date Accepted by Date Print Name and Title of Undersigned © Copyright of USA Architects Planners and Interior Designers, LTD 14 of 14