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Associate, Field Paoli Architects & Planners Various Meetings to discuss and review contract |
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The contract negotiations for the Zoo Project were complicated and prolonged. This was due in part to the multiple character of the client and to the fact that the design team was made up of many diverse consultants. The delay that the project experienced as a result of the disputed bond election also figured prominently, prolonging the process into an exchange of drafts and revisions that took over a year to complete. The Contract Negotiation story begins in September of 1998 when the initial draft contract was presented to Field Paoli Architects. O?Brien Krietzberg, the program manager that had been selected by the Zoo, drew up this first draft. The program manager chose not to use the standard AIA contract and offered instead a contract that they typically used as a standard document. This decision may have been based on the thought that the standard A.I.A contract was biased in favor of the architect / design team since it had been created by the architect?s professional organization. Notes on the Field Paoli copy of the initial draft indicate that they had concerns that the contract wording was too broad in terms of their responsibilities and potential liabilities. Conversation with Steve Winkel confirmed this. He indicated that, where possible, Field Paoli?s response to the first draft tried to remove or replace terms like "all", "every", "as required", and "fully?. The general feeling at Field Paoli was that the first draft of the contract was biased toward the interests of the client. This difference of opinion would be an ongoing theme of the story as both sides worked to find some mutually acceptable middle ground. This draft of the contract includes language that establishes Field Paoli in the role of single point coordinator. All sub consultants; civil engineer, structural engineers, landscape architect, the various exhibit designers, et al, were to report to and work through Field Paoli. Steve indicated that there was much discussion about this both within his office and with the other members of the design team. After these discussions, Field Paoli came to the decision that this was a bigger role than they wanted to play given the liability issues. This initially proposed structure that placed Field Paoli in the role of central coordinator would change as negotiations went forward. The initial contract draft specifies that an estimate of project costs would be provided. If the bids received for the job exceeded the architect's estimate by more than 5%, then the architect would be responsible to make changes to the design (at their expense) that would bring the bids into line with the estimate. Steve commented that this was not an uncommon provision and it is typically not objectionable to architects. However, in this story it would become an issue to discuss because of the increased costs of construction and subsequent value engineering that occurred due to the project?s delayed start. In July of 1999, Field Paoli received a second draft of the contract for review. This draft was prepared by O?Brien Krietzberg in response to the comments and concerns that field Paoli had expressed in regard to the first contact draft. This document now included a more specific definition of Field Paoli's role. They are now referred to as "Site Architect" when they are functioning in the role of design team coordinator. There are however, still some references to "architect" in this draft of the contract. Steve clarified that this designation applies when Field Paoli was to function as the architect for a specific building such as the cafe. The specific area and scope of Field Paoli's work was also clearly defined in this version of the contract. The exhibit designers for the project, CLR, Jones & Jones, and Portico are now named specifically. This version of the contract clarified the coordinating role for Field Paoli with respect to the exhibit designers. CLR, Jones & Jones, and Portico now had contracts of their own directly with the zoo and Field Paoli?s responsibilities were limited to coordination only for the efforts of these firms. Other disciplines such as the various engineers and the landscape architect remained as sub consultants to Field Paoli. Steve indicated that Field Paoli was very much in favor of this more clearly defined role. This second draft also clearly establishes the edges (interface limits) of each discreet project within the total project. There is a map that changed very little during subsequent negotiations, included in this document that illustrates the limit of each sub consultant?s project. There is now wording in the cost estimate section that indicated that Field Paoli would include "allowance for escalation of costs to the mid point of construction?. Steve explained that this is not unusual language and that it a relatively fair and accurate way to determine costs. This draft also included language that indicates Field Paoli would revise the design if bids exceed 10% of the preliminary estimate. Much of the language that Field Paoli found to be overly broad is still contained in the second draft of the contact. O?Brien Krietzberg sent the third draft of the contract to Field Paoli in November of 1999. A review of Field Paoli?s file notes indicate that they are is still concerned about overly broad language that directs liability disproportionately back to the architect / design team. Steve recalled conversations with O?Brien Krietzberg, where the point was made that if the liability provisions of the contract were too broad, they would be essentially uninsurable. Without the participation of insurance companies and the security they provided in the event of a disaster, the project would not be able to go through. Apparently this argument was persuasive because most of the overly broad language was removed from the final version of the contract that followed. Field Paoli signed the fourth version of the contract that was provided to them in December of 1999. When asked if Field Paoli, the Zoo, and O?Brien Krietzberg were collectively satisfied with the final contract, Steve?s response was quite candid, he said that nobody really liked it very much, but it was as good as they felt that they were going to get. He added that the contract negotiation on this project took much longer than is typical. "When the bond measure was challenged in court, we all knew that the project was going to be on hold for a good long while. The urgency went away. Once it was no longer a deadline driven item, it languished. Architects are deadline driven." |
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