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Home My WebLink AboutPR 19664: CONTRACT WITH LONG ARCHITECTURE OF BEAUMONT, TEXAS ______* s __,, 4 City of ,i- . ort rthur Texas INTEROFFICE MEMORANDUM Department of Development Services Division of Planning and Zoning Date: February 15, 2017 To: Brian McDougal, City Manager Mayor and City Council From: Ronald Burton, Director of Development Services RE: P.R. NO. 19664—Contract with Long Architecture of Beaumont, Texas Nature of the request: Attached is P.R. NO. 19664 authorizing the City Manager to enter into a contract with Long Architecture of Beaumont, Texas for professional project design and construction phase services for the city owned structure located at 246 Dallas Avenue [A.K.A. The Department of Development Services Building], Port Arthur, Texas. StaffAnalysis/Consideration: The Director of Development Services has reviewed the proposal submitted by Long Architecture and have determined it to be fair, reasonable and in accordance with the terms and conditions of the contract. Recommendations: It is recommended that the City Council approve P.R. NO. 19664 authorizing the City Manager to enter into a professional services contract with Long Architecture of Beaumont, Texas to provide professional project design and construction phase services for the city owned structure located at 246 Dallas Avenue [A.K.A. The Department of Development Services Building], Port Arthur, Texas. Budget Consideration: Projected budgetary impact of $144,290.00 with funding being available in Planning and Development/Building Improvements Account 001-1051-517-94-00. "Remember we are here to serve the Citizens of Port Arthur" P.O.BOX 1089•PORT ARTHUR,TEXAS 77641-1089•409-983-8135•FAX 409-983-8137 P.R.NO. 19664 02/15/2017 PDL Page 1 of 28 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH LONG ARCHITECTURE OF BEAUMONT, TEXAS FOR PROFESSIONAL PROJECT DESIGN AND CONSTRUCTION PHASE SERVICES FOR THE CITY OWNED STRUCTURE LOCATED AT 246 DALLAS AVENUE [A.K.A. THE DEPARTMENT OF DEVELOPMENT SERVICES BUILDING], WITH A PROJECTED BUDGETARY IMPACT OF $144,290.00; FUNDING AVAILABLE IN PLANNING AND DEVELOPMENT/BUILDING IMPROVEMENTS ACCOUNT 001- 1051-517.94-00. WHEREAS, Long Architecture of Beaumont, Texas has submitted a proposal to provide professional project design and construction phase services for the city owned structure located at 246 Dallas Avenue [A.K.A. The Department of Development Services Building], Port Arthur, Texas, as delineated in Attachment"A"; and, WHEREAS, in accordance with Resolution No. 16-251, the City of Port Arthur accepted a Special Warranty Deed from Jefferson County, Texas donating the land and building located at 246 Dallas Avenue, to the City of Port for the development of a "One-Stop-Shop" for the Department of Development Services; and, WHEREAS,Long Architecture of Beaumont, Texas has been selected as the professional of choice because of their demonstrated competence and qualifications in the field as mandated by Texas Government Code Sections 2254.003 and 2254.004, and having provided similar services to other entities; and, WHEREAS, the Director of Development Services has reviewed the proposal as it has been determined that the contract is being awarded at a fair and reasonable amount and is in accordance with the terms and conditions of the contract; and, C:\Users\planning_sec\Desktop\Former Jefferson County Facility\P.R.NO.19664-Contract_Long_Architecture.docx P.R.NO. 19664 02/15/2017 PDL Page 2 of 28 WHEREAS, the City of Port Arthur desires to enter into a professional services contract with Long Architecture of Beaumont, Texas to provide professional project design and construction phase services for the city owned structure located at 246 Dallas Avenue [A.K.A. The Department of Development Services Building], Port Arthur, Texas, with a projected budgetary impact of$144,290.00; now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT the facts and opinions in the preamble are true and correct. THAT the contract is attached hereto as Attachment "B", with Long Architecture of Beaumont, Texas to provide professional project design and construction phase services as described in the contract. THAT Long Architecture of Beaumont, Texas will receive a notice-to-proceed on this project. THAT the City Manager of the City of Port Arthur is hereby authorized and directed to execute on behalf of the City of Port Arthur, a professional services contract in substantially the same form as Attachment "B" between the City of Port Arthur and Long Architecture of Beaumont, Texas. THAT a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED THIS day of February, A.D., 2017 at a Regular Meeting of the City Council of the City of Port Arthur,by the following votes:AYES: Mayor: Councilmembers: C:\Users\planning_sec\Desktop\Former Jefferson County Facility\P.R.NO.19664-Contract_Long_Architecture.docx P.R. NO. 19664 02/15/2017 PDL Page 3 of 28 Noes: Derrick Ford Freeman, Mayor ATTEST: Sherri Bellard, TRMC, City Secretary APPROVED TO FORM: Valecia` a ' eno, City Attorney APPROVED FOR ADMINISTRATION: Brian McDougal, City Mana:er $ Ronald Burton, Director of ►,-velopment Services APPROVED AS TO AVAILABILITY OF FUNDS: /4u ,-‘/ A / 4 Harold Hankins, Comptroller diktpu,' Clifton Williams, CPPB, Interim Purchasing Manager C:\Users\planning_sec\Desktop\Former Jefferson County Facility\P.R.NO.19664-Contract_Long_Architecture.docx P.R. NO. 19664 02/15/2017 PDL Page 4 of 28 ATTACHMENT "A" C:\Users\planning_sec\Desktop\Former Jefferson County Facility\P.R.NO.19664-Contract_Long_Architecture.docx EXHIBIT "A" Sr ONG ARCHITECTURE February 6,2017 • Mr. Ronald Burton City of Port Arthur Department of Development Services Planning&Zoning Division 444 4th Street Port Arthur,TX 77640 Reference: Renovation of City Building to House the Development Services Division Dear Mr. Burton, Below is a brief description of the services Long Architecture and its consultants intend to provide for the above referenced project. I have also included a rough estimated time frame in which these services will be provided to the City of Port Arthur. Project Design and Construction Phases Estimated Time to • Complete Field measure and document the existing building in CAD as necessary for the 1 week production of design drawings. Base floor plan CAD file of the existing building will be provided by the City of Port Arthur. Existing building sections and wall sections will be generated by Long Architecture. Provide Schematic Design Drawings to communicate the layout and spatial 2—4 weeks relationships within the building. Meetings will be held with the Owner as needed to Depending on discuss the design as it progresses and to ensure the Owner's complete satisfaction Owner input with the design. Owner's review and approval of Schematic Design Drawings 1 week Provide Design Development Drawings to communicate the layout and spatial 4—6 weeks relationships within the building, address aesthetics issues, begin integration of MEP Depending on systems, and refine the building renovation design. Meetings will be held with the Owner input Owner as needed to discuss the design as it progresses and to ensure the Owner's complete satisfaction with the design. Breaking the project into phases, if required, will be determined at this time,and exterior design concepts will also be presented. Owner's review and approval of Design Development Drawings 1 week Provide Construction Documents consisting of Architectural, Mechanical, Electrical, 4—8 weeks Plumbing,Technology,and Structural drawings and specifications providing all necessary details for contractor bidding and construction for the entire project. If construction of the project will be completed in phases,only the Construction Documents necessary for that phase will be packaged and issued for bidding. : a r t}f}"7i, 'i• •{ J s• 4 SsSo-, arw �N : •r �r'.�.'+. � • ok2®i x ` yN a fi�� ^ • 5 } fP I s , Y • ` _ y, } �x • �� 4 ,•zw . � �z • h� 'r G 4_ Owner's advertisement for bids, pre-bid conference,&bids received. During the 2—4 weeks Bidding&Negotiation phase, we will assist the Owner by issuing any required • addenda documents. All bid solicitations,answering of Bidders'questions during bidding,and review of bids received will be the Owner's responsibility. Owner's review of bids, contract negotiation with Contractor, and contract execution. 1—3 weeks Notice to Proceed and Contractor Mobilization 1—week During Construction,we will provide periodic observation of the construction, working Time to as the Owner's agent to make sure the project is built according to the Construction complete Documents. Additionally,we will review all shop drawings,answer all contractor depends on questions,attend regular job site meetings with the Owner and Contractor, and review Contractor's and approve all Contractor payment submittals for the Owner's execution. schedule and phasing of the project. 1 Issuance of Construction Documents, Bidding& Negotiation,and Construction for To Be 1 subsequent phases(if applicable). If the project is constructed in phases,additional Determined I design fees will not be required for the production or packaging of Construction 6 Documents unless there are significant changes to the project scope. u l Once the City of Port Arthur has accepted the proposal and is engaged in a contractual agreement with Long Architecture, we would propose to have the Construction Documents completed and ready to • issue to bid in 13 — 21 weeks as outlined above. The estimated time to complete the Design and Construction Documents Phases for this project will be contingent upon the speed with which the Owner can review,make decisions,and issue approval at each design phase. Feel free to contact our office with any questions or comments. i 1 i i i E 1 1 )' • 6465 CALDER, SUITE 206 BEAUMONT, TX 77706 409.866.3443 p 409.866.3603 fax long-orch.com P.R. NO. 19664 02/15/2017 PDL Page 7 of 28 ATTACHMENT "B" C:\Users\planning_sec\Desktop\Former Jefferson County Facility\P.R.NO.19664-Contract_Long_Architecture.docx Document B101 ® 2007 t. Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the day of in the year (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: ADDITIONS AND DELETIONS: (Name, legal status, address and other information) The author of this document has added information needed for its completion.The author may also City of Port Arthur,a municipal corporation have revised the text of the original 444 4'h Street AIA standard form.An Additions and Port Arthur,TX 77640 Deletions Report that notes added information as well as revisions to the and the Architect: standard form text is available from (Name, legal status, address and other information) the author and should be reviewed.A vertical line in the left margin of this Long Architecture document indicates where the author 6465 Calder,Suite 206 has added necessary information Beaumont,TX 77706 and where the author has added to or deleted from the original AIA text. for the following Project: This document has important legal consequences.Consultation with an City of Port Arthur Development Services One Stop Shop attorney is encouraged with respect SEE EXHIBIT"A"for Architect Scope of Work to its completion or modification. The Owner and Architect agree as follows. AIA Document 8101 T'"—2007formerly 8151 T^'—1997).Copyright®1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA5 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of .l this AlA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article 1 and in optional Exhibit A,Initial Information: (Complete Exhibit A,Initial Information,and inco/porate it into the Agreement at Section 13.2, or state below Initial Information such as details of the Project's site and program, Owner's contractors and consultants, Architect's consultants, Owner's budget for the Cost of the Work authorized representatives, anticipated procurement method, and other information relevant to the Project.) § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: A Notice to Proceed will be provided to the Architect by Owner which will specify the commencement date. .2 Substantial Completion date: § 1.3 The Owner and Architect may rely on the Initial Information.Both parties,however,recognize that such information may materially change and,in that event,the Owner and the Architect shall appropriately adjust the schedule,the Architect's services and the Architect's compensation. AIA Document B101,0—2007(formerly 0151T°—1997).Copyright O 1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights init. reserved.WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 2 this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances.The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent,the Architect shall not engage in any activity,or accept any employment,interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance for the duration of this Agreement.If any of the requirements set forth below exceed the types and limits the Architect normally maintains,the Owner shall reimburse the Architect for any additional cost: (Idents types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.) All insurance must be written by an insurer licensed to conduct business in the State of Texas,unless otherwise permitted by Owner. The Architect shall,at his own expense,purchase,maintain and keep in force insurance that will protect against injury and/or damages which may rise out of or result from operations under this contract,whether the operations be by himself or by any subcontractor or by anyone directly or indirectly employed by any of them,or by anyone for whose acts any of them may be liable,of the following types and limits(no insurance policy or certificate of insurance required below shall contain any aggregate policy year limit unless a specific dollar amount(or specific formula for determining a specific dollar amount)aggregate policy year limit is expressly provided in the specification below which covers the particular insurance policy or certificate of insurance): .1 General Liability Commercial General Liability occurrence type insurance. (No"XCU"restrictions shall be applicable.) Productstcompleted opertaions coverage must be included,and the CITY of Port Arthur,its officers,agents and employees must be named as an additional Insured. a. Bodily injury$500,000 single limits per occurrence or$500,000 each personl$500,000 per occurrence. b. Property Damage$100,000 per occurrence. c. Minimum aggregate policy year limit$1,000,000. .2 Automobile Liability Commercial Automobile Liability Insurance(including owned,non-owned and hired vehicles coverage). a. Minimum combined single limit of$500,000 per occurrence for bodily injury and property damage. b. If individual limits are provided minimum limits are$300,000 per person,$500,000 per occurrence for bodily injury and$100,000 per occurrence for property damage. .3 Workers' Compensation Standard Worker's Compensation Insurance(with Waiver of Subrogation in favor of the CITY of Port Arthur,its officers,agents and employees.) .4 Professional Liability AIA Document B101"—2007 formerly B151 T"'-1997).Copyright®1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 3 this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) Architect also agrees to maintain Professional Liability Insurance coverage of$250,000 minimum per occurrencelclaim/policy year aggregate limits against Architect for damages arising in the course of,or as a result of,work performed under this Contract. Coverage shall continue for a minimum of two(2)years after the Architect's assignment under this Contract is completed. Additional Professional Liability Insurance required is$0. Architect shall cause Architect insurance company or insurance agent to fill in all information required (including names of insurance agencies. Architect and insurance companies,and policy numbers,effective dates and expiration dates)and to date and sign and do all other things necessary to complete and make into a valid certificate of insurance the CERTIFICATE OF INSURANCE Form attached to and made a part of this Contract,and pertaining to the above listed Items 1,2,3,4 and 5;and before commencing any of the work and within the time otherwise specified,Architect shall file said completed Form with the CITY. None of the provisions in said Form shall be altered or modified in any respect except as herein expressly authorized. Said CERTIFICATE OF INSURANCE Form contains a provision that coverages afforded under the policies will not be altered,modified,or cancelled unless at least fifteen(15)days prior written notice has been given to the CITY. Architect shall also file with the CITY valid CERTIFICATE(s)OF INSURANCE on like form from or for all Subcontractors and showing the Subcontractor(s)as the Insured. Said completed CERTIFICATE OF INSURANCE Forms)shall in any event be filed with CITY not more than ten(10)days after execution of this Contract. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural,mechanical,and electrical engineering services.Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services,consult with the Owner,research applicable design criteria,attend Project meetings,communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants.The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants.The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error,omission or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services.The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information.The schedule shall include allowances for periods of time required for the Owner's review,for the performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project.Once approved by the Owner,time limits established by the schedule shall not,except for reasonable cause,be exceeded by the Architect or Owner.With the Owner's approval,the Architect shall adjust the schedule,if necessary,as the Project proceeds until the commencement of construction. § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. § 3.1.5 The Architect shall,at appropriate times,contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project,the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. ) ) AIA Document B101 TM-2007formerly B161 TM—1997).Copyright 01974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIADocument is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 4 this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect shall review the program and other information furnished by the Owner,and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program,schedule,budget for the Cost of the Work,Project site,and the proposed procurement or delivery method and other Initial Information,each in terms of the other,to ascertain the requirements of the Project.The Architect shall notify the Owner of(1)any inconsistencies discovered in the information,and(2)other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project,including the feasibility of incorporating environmentally responsible design approaches.The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project's requirements agreed upon with the Owner,the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design,the Architect shall prepare Schematic Design Documents for the Owner's approval.The Schematic Design Documents shall consist of drawings and other documents including a site plan,if appropriate,and preliminary building plans,sections and elevations;and may include some combination of study models,perspective sketches,or digital modeling.Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives,such as material choices and building orientation,together with other considerations based on program and aesthetics,in developing a design that is consistent with the Owner's program,schedule and budget for the Cost of the Work.The Owner may obtain other environmentally responsible design services under Article 4. § 3.2.5.2 The Architect shall consider the value of alternative materials,building systems and equipment,together with other considerations based on program and aesthetics,in developing a design for the Project that is consistent with the Owner's program,schedule and budget for the Cost of the Work. (Paragraph deleted) § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner,and request the Owner's approval. § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Schematic Design Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Design Development Documents for the Owner's approval.The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans,sections,elevations,typical construction details,and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural,structural,mechanical and electrical systems,and such other elements as may be appropriate.The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. I (Paragraphs deleted) § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 Based on the Owner's approval of the Design Development Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Construction Documents for the Owner's approval.The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work.The Owner and Architect acknowledge that in order to construct the Work the Contractor AIA Document B101 TM—2007(formerly B151 T"'-1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA g Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 5 this AlA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) will provide additional information,including Shop Drawings,Product Data,Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents,the Architect shall assist the Owner in the development and preparation of(1)bidding and procurement information that describes the time,place and conditions of bidding,including bidding or proposal forms;(2)the form of agreement between the Owner and Contractor;and(3) the Conditions of the Contract for Construction(General,Supplementary and other Conditions).The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. (Paragraph deleted) § 3.4.5 The Architect shall submit the Construction Documents to the Owner,,take any action required under Section 6.5,and request the Owner's approval. § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL .Following the Owner's approval of the Construction Documents,the Architect shall assist the Owner in(3) determining the successful bid or proposal,if any;and,(4)awarding and preparing contracts for construction. § 3.5.2 COMPETITIVE BIDDING § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by (Paragraphs deleted) .4 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda;and § 3.5.2.3 The Architect shall consider requests for substitutions,if the Bidding Documents permit substitutions,and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. I (Paragraphs deleted) § 3.6 CONSTRUCTION PHASE SERVICES § 3.6.1 GENERAL § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201TM 2007,General Conditions of the Contract for Construction.If the Owner and Contractor modify AIA Document A201-2007,those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services.The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement.The Architect shall not have control over,charge of,or responsibility for the construction means,methods,techniques,sequences or procedures,or for safety precautions and programs in connection with the Work,nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect shall be responsible for the Architect's negligent acts or omissions,but shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3,the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. i AIA Document B101 re—2007 formerly B151 T'..-1997).Copyright @ 1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 6 this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under / the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) i I I § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction,or as otherwise required in Section 4.3.3,to become generally familiar with the progress and quality ofthe portion of the Work completed,and to determine,in general,if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity ofthe Work.On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and report to the Owner(1)known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor,and(2)defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not such Work is fabricated, installed or completed.However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors,material and equipment suppliers,their agents or employees or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.When making such interpretations and decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor,shall not show partiality to either,and shall not be liable for results of interpretations or decisions rendered in good faith.The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker,as that term is defined in AIA Document A201 2007,the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts.The Architect's certification for payment shall constitute a representation to the Owner,based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment,that,to the best of the Architect's knowledge,information and belief,the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents.The foregoing representations are subject(1)to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)to results of subsequent tests and inspections,(3)to correction of minor deviations from the Contract Documents prior to completion,and(4)to specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)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 ofthe Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval.The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. AIA Document 8101''—2007 formerly B151"—1997).Copyright®1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 7 this AlA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 0812512017,and is not for resale. User Notes: (1312057668) § 3.6.4.2 In accordance with the Architect-approved submittal schedule,the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions,quantities,and installation or performance of equipment or systems,which are the Contractor's responsibility.The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect,of any construction means,methods,techniques,sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems,materials or equipment,the Architect shall specify the appropriate performance and design criteria that such services must satisfy.The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect.The Architect shall be entitled to rely upon the adequacy,accuracy and completeness of the services,certifications and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to the provisions of Section 4.3,the Architect shall review and respond to requests for information about the Contract Documents.The Architect shall set forth in the Contract Documents the requirements for requests for information.Requests for information shall include,at a minimum,a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested.The Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with reasonable promptness.If appropriate,the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 CHANGES IN THE WORK § 3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time.Subject to the provisions of Section 4.3,the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 PROJECT COMPLETION § 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion;receive from the Contractor and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract Documents and assembled by the Contractor;and issue a final Certificate for Payment based upon a fmal inspection indicating the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete,the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor,including the amount to be retained from the Contract Sum, if any,for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor:(1) consent of surety or sureties,if any,to reduction in or partial release of retainage or the making of final payment;(2) affidavits,receipts,releases and waivers of liens or bonds indemnifying the Owner against liens;and(3)any other documentation required of the Contractor under the Contract Documents. AIA Document B101"—2007 formerly 8151" —1997).Copyright®1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIADocument is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 8 this AlA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) § 3.6.6.5 Upon request of the Owner,and prior to the expiration of one year from the date of Substantial Completion, the Architect shall,without additional compensation,conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project.The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility,and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit.If in an exhibit, identify the exhibit.) Additional Services Responsibility Location of Service Description (Architect, Owner (Section 4.2 below or in an exhibit or attached to this document and Not Provided) identified below) § 4.1.1 Programming(B20211'1-2009) Owner § 4.1.2 Multiple preliminary designs Not Provided I § 4.1.3 Measured drawings Owner § 4.1.4 Existing facilities surveys Owner § 4.1.5 Site Evaluation and Planning(B203T11-2007) Not Provided § 4.1.6 Building Information Modeling Not Provided (E202114-2008) § 4.1.7 Civil engineering Not Provided § 4.1.8 Landscape design Not Provided § 4.1.9 Architectural Interior Design(B252111-2007) Not Provided § 4.1.10 Value Analysis(B204T14-2007) Not Provided § 4.1.11 Detailed cost estimating Not Provided § 4.1.12 On-site Project Representation(B207TM 2008) Not Provided § 4.1.13 Conformed construction documents Not Provided § 4.1.14 As-Designed Record drawings Not Provided § 4.1.15 As-Constructed Record drawings Not Provided § 4.1.16 Post occupancy evaluation Not Provided § 4.1.17 Facility Support Services(B210TM-2007) Not Provided § 4.1.18 Tenant-related services Not Provided § 4.1.19 Coordination of Owner's consultants Owner § 4.1.20 Telecommunications/data design Architect Basic Services § 4.1.21 Security Evaluation and Planning Owner (B206TM-2007) § 4.1.22 Commissioning(B211111-2007) Not Provided § 4.1.23 Extensive environmentally responsible design Not Provided § 4.1.24 LEED®Certification(B214TM-2012) Not Provided § 4.1.25 Fast-track design services Not Provided § 4.1.26 Historic Preservation(B205TM 2007) Not Provided § 4.1.27 Furniture,Furnishings,and Equipment Design Owner (B253TM2007) § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility,if not further described in an exhibit attached to this document. § 4.3 Additional Services may be provided after execution of this Agreement,without invalidating the Agreement. Except for services required due to the fault ofthe Architect,any Additional Services provided in accordance with this AIA Document B101 "—2007 formerly B151i1"—1997).Copyright®1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. • reserved.WARNING:This AlA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 9 this AlA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services,the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need.The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information,previous instructions or approvals given by the Owner,or a material change in the Project including,but not limited to,size,quality,complexity, the Owner's schedule or budget for Cost of the Work,or procurement or delivery method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives,such as unique system designs,in-depth material research,energy modeling,or LEEDS certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes,laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contractors,or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for,and attendance at,a public presentation,meeting or hearing; .8 Preparation for,and attendance at a dispute resolution proceeding or legal proceeding,except where the Architect is party thereto; .9 Evaluation of the qualifications of bidders or persons providing proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction;or .11 Assistance to the Initial Decision Maker,if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase,the Architect shall provide the following Additional Services,notify the Owner with reasonable promptness,and explain the facts and circumstances giving rise to the need.If the Owner subsequently determines that all or parts of those services are not required,the Owner shall give prompt written notice to the Architect,and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents,field conditions,other Owner-provided information, Contractor-prepared coordination drawings,or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data,or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom;or .6 To the extent the Architect's Basic Services are affected,providing Construction Phase Services 60 days after(1)the date of Substantial Completion of the Work or(2)the anticipated date of Substantial Completion identified in Initial Information,whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services.When the limits below are reached,the Architect shall notify the Owner: .1 two ( 2 )reviews of each Shop Drawing,Product Data item,sample and similar submittal of the Contractor .2 .3 three ( 3 )inspections for any portion ofthe Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 two ( 2 )inspections for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within thirty-six (36 )months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. AIA Document 8101' —2007 formerly B161 T^'-1997).Copyright CO 1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 10 this AlA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project,including a written 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.Within 15 days after receipt of a written request from the Architect,the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate,give notice of or enforce lien rights. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Section 6.1;(2)the Owner's other costs;and,(3)reasonable contingencies related to all of these costs.If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Architect.The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalfwith respect to the Project.The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;designated wetlands; adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site;locations,dimensions and necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade,including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers,which may include but are not limited to test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,seismic evaluation,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. § 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants.The Owner shall furnish the services of consultants other than those designated in this Agreement,or authorize the Architect to furnish them as an Additional Service,when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project.The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided. § 5.7 The Owner shall furnish tests,inspections and reports required by law or the Contract Documents,such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. § 5.8 The Owner shall furnish all legal,insurance and accounting services,including auditing services,that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project,including errors,omissions or inconsistencies in the Architect's Instruments of Service. § 5.10 Except as otherwise provided in this Agreement,or when direct communications have been specially authorized,the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents.The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 5.11 Before executing the Contract for Construction,the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement.The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor,including the General Conditions of the Contract for Construction. AIA Document B101 TM—2007 formerly 8151"—1997).Copyright C 1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights snit reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of11 this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) 1 § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement,the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors'general conditions costs, overhead and profit.The Cost of the Work does not include the compensation of the Architect,the costs of the land, . rights-of-way,financing,contingencies for changes in the Work or other costs that are the responsibility ofthe Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information,and may be adjusted throughout the Project as required under Sections 5.2,6.4 and 6.5.Evaluations of the Owner's budget for the Cost of the Work, represent the Architect's judgment as a design professional.It is recognized,however,that neither the Architect nor the Owner has control over the cost of labor,materials or equipment;the Contractor's methods of determining bid prices;or competitive bidding,market or negotiating conditions.Accordingly,the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work or from any evaluation prepared or agreed to by the Architect. § 6.3 If the Owner requests detailed cost estimating services,the Architect shall provide such services as an Additional Service under Article 4. , 1 § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner,through no fault of the Architect,the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5 If at any time the Owner's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,the Architect shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget for the Cost of the Work,and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal,the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect,revise the Project program,scope,or quality as required to reduce the Cost of the Work;or .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4,the Architect,without additional compensation,shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services,or the budget as adjusted under Section 6.6.1.The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service,or any other information,the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project.If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form,they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and shall retain all common law,statutory and other reserved rights,including copyrights.Submission or distribution of Instruments of Service 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 reserved rights of the Architect and the Architect's consultants. 1 AIA Document B101 TM—2007 formerly B151 n"—1997).Copyright®1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 12 this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under / the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) § 7.3 Upon execution of this Agreement,the Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing,using,maintaining,altering and adding to the Project,provided that the Owner substantially performs its obligations,including prompt payment of all sums when due,under this Agreement.The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement.The license granted under this section permits the Owner to authorize the Contractor,Subcontractors,Sub-subcontractors,and material or equipment suppliers,as well as the Owner's consultants and separate contractors,to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project.If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4,the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service,the Owner releases the Architect and Architect's consultant(s)from all claims and causes of action arising from such uses.The Owner,to the extent permitted by law,further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses,including the cost of defense,related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1.The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7,no other license or right shall be deemed granted or implied under this Agreement.The Owner shall not assign,delegate,sublicense,pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect.Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 GENERAL § 8.1.1 The Owner and Architect shall commence all claims and causes of action,whether in contract,tort,or otherwise,against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against each other and against the contractors,consultants,agents and employees of the other for damages,except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2007,General Conditions of the Contract for Construction.The Owner or the Architect,as appropriate,shall require ofthe contractors,consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect and Owner waive consequential damages for claims,disputes or other matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination of this Agreement,except as specifically provided in Section 9.7. § 8.2 MEDIATION § 8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution.If such matter relates to or is the subject of a lien arising out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement.A request for mediation shall be made in writing,delivered to the other party to the Agreement,and filed with the person or entity administering the mediation.The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but,in such event,mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period by agreement of the parties or court order.If an arbitration AIA Document B101 TM-2007 formerly B151"—1997).Copyright O 1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 13 this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by NA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) .,eding is stayed pursuant to this section,the parties may nonetheless proceed to the selection of the arbitrator(s) ..nd agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of binding dispute resolution shall be the following: (Check the appropriate box.If the Owner and Architect do not select a method of binding dispute resolution below,or do not subsequently agree in writing to a binding dispute resolution method other than litigation,the dispute will be resolved in a court of competent jurisdiction) I (Paragraph deleted) [ X ] Litigation in a court of competent jurisdiction (Paragraphs deleted) § 8.3.4 CONSOLIDATION OR JOINDER § 8.3.4.1 Either party,at its sole discretion,may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that(I)the arbitration agreement governing the other arbitration permits consolidation;(2)the arbitrations to be consolidated substantially involve common questions of law or fact; and(3)the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 8.3.4.2 Either party,at its sole discretion,may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration,provided that the party sought to be joined consents in writing to such joinder.Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim,dispute or other matter in question not described in the written consent. § 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 8.3,whether by joinder or consolidation,the same rights of joinder and consolidation as the Owner and Architect under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement,such failure shall be considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement.If the Architect elects to suspend services,the Architect shall give seven days'written notice to the Owner before suspending services.In the event of a suspension of services,the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project,the Architect shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect,the Architect may terminate this Agreement by giving not less than seven days'written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days'written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. AIA Document 13101T.—2007 formerly 8151 Tm—1997).Copyright m 1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 14 this AlA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Architect,the Architect shall be compensated for services performed prior to termination,together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated,plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located,except that if the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A20I 2007,General Conditions of the Contract for Construction. § 10.3 The Owner and Architect,respectively,bind themselves,their agents,successors,assigns and legal representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution.If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender,the Architect shall execute all such consents that are consistent with this Agreement,provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution.The Architect shall not be required to execute certificates or consents that would require knowledge,services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement,the Architect shall have no responsibility for the discovery, presence,handling,removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the completed Project to make such representations.However,the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 10.8 If the Architect or Owner receives information specifically designated by the other party as"confidential"or "business proprietary,"the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to(1)its employees,(2)those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project,or(3)its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3,the Owner shall compensate the Architect as follows: AIA Document 8101 T'^-2007 formerly 8151T"—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Inst. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 15 this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) (Insert amount of or basis for, compensation.) I A lump sum fee of$144,290.00(one hundred forty four thousand two hundred ninety dollars and no/100) § 11.2 For Additional Services designated in Section 4.1,the Owner shall compensate the Architect as follows: (Insert amount of or basis for,compensation. If necessary,list specific services to which particular methods of compensation apply.) No additional services designated in Section 4.1. § 11.3 For Additional Services that may arise during the course of the Project,including those under Section 4.3,the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation) On an hourly basis according to the Hourly Rate Schedule attached as Exhibit B. § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus zero percent( 0 %),or as otherwise stated below: § 11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work,the compensation for each phase of services shall be as follows: Schematic Design Phase fifteen percent ( 15 %) Design Development Phase twenty-five percent ( 25 %) Construction Documents thirty-five percent ( 35 %) Phase Bidding or Negotiation Phase five percent ( 5 %) Construction Phase twenty percent ( 20 %) Total Basic Compensation one hundred percent ( 100 %) § 11.6 When compensation is based on a percentage of the Cost ofthe Work and any portions of the Project are deleted or otherwise not constructed,compensation for those portions of the Project shall be payable to the extent services are performed on those portions,in accordance with the schedule set forth in Section 11.5 based on(1)the lowest bona fide bid or negotiated proposal,or(2)if no such bid or proposal is received,the most recent estimate of the Cost of the Work for such portions of the Project.The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants,if any,are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants'normal review practices. (If applicable,attach an exhibit of hourly billing rates or insert them below) Employee or Category Rate § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project,as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services,dedicated data and communication services,teleconferences,Project Web sites,and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing,reproductions,plots,standard form documents; AIA Document B101"—2007formerly 8151"-1997).Copyright®1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIADocument is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 16 this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under t the law.This document was produced by AlA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) .5 Postage,handling and delivery; .6 Expense of overtime work requiring higher than regular rates,if authorized in advance by the Owner; .7 Renderings,models,mock-ups,professional photography,and presentation materials requested by the Owner; .8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project,or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses;and .11 Other similar Project-related expenditures. I § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus zero percent(0 %)of the expenses incurred. § 11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE If the Owner terminates the Architect for its convenience under Section 9.5,or the Architect terminates this Agreement under Section 9.3,the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing,using and maintaining the Project as follows: § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of zero ($0 )shall be made upon execution of this Agreement and is the minimum payment under this Agreement.It shall be credited to the Owner's account in the final invoice. § 11.10.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice.Amounts unpaid thirty (30 )days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) 6 %per annum § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect,or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses,expenses pertaining to Additional Services,and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B101T'w-2007,Standard Form Agreement Between Owner and Architect .2 AIA Document E201TM 2007,Digital Data Protocol Exhibit,if completed,or the following: AIA Document B101 TM-2007formerly B151 T"—1997).Copyright®1974,1978.1987,1997 and 2007 by The American Institute of Architects.All rights In it. reserved.WARNING:This AIADocument is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 17 this AlA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under / the law.This document was produced by AIA software at 14:53:01 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) 3 .3 Other documents: (List other documents,ifmry,including Exhibit A,Initial Information,and additional scopes of service, if any,forming part of the Agreement.) Exhibit A-Architect Scope of Work Exhibit B-Hourly Rate Schedule This Agreement entered into as of the day and year first written above. OWNER ARCHITECT (Signature) (Signature) Cade Spell,AIA (Printed name and title) (Printed name and title) AIA Document 8101 T°-2007 yorrnerly B151 TM-1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under 18 the law.This document was produced by AIA software at 14:53:01 on 02(24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1312057668) t!EAIA Document E201" - 2007 Digital Data Protocol Exhibit This Exhibit is incorporated into the accompanying agreement(the"Agreement")dated the day of in the year (In words, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN: added information needed for its completion.The author may also (Name, address and contact information, including electronic addresses) have revised the text of the original AIA City of Port Arthur,a Municipal Corporation standardAdditions 444 4th Street Deletions form.Report thaatt notes added and information as welt as revisions to the Port Arthur,Texas 77640 standard form text is available from the author and should be reviewed.A vertical line in the left margin of this document indicates where the author AND: has added necessary information (Name, address and contact information, including electronic addresses) and where the author has added to or deleted from the original AIA text. Long Architecture 6465 Calder Avenue,Suite 206 This document has important legal Beaumont,Texas 77706 consequences.Consultation with an attorney is encouraged with respect to its completion or modification. for the following Project: (Name and location or address) City of Port Arthur TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 TRANSMISSION OF DIGITAL DATA 3 PROJECT PROTOCOL TABLE ARTICLE 1 GENERAL PROVISIONS § 1.1 This Exhibit establishes the procedures the parties agree to follow with respect to the transmission or exchange of Digital Data for this Project.Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated,the provision in this Exhibit will prevail. § 1.1.1 The parties agree to incorporate this Exhibit by reference into any other agreement for services or construction for the Project. § 1.1.2 Signatures may be made by electronic methods to the fullest extent permitted by applicable law. AIA Document E201"—2007.Copyrights 2007 by The American Institute of Architects.All rights reserved.WARNING:This AlA®Document is protected by Init. U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:01:43 on 02/24/2017 under Order No.0306545974_1 which expires on 08/2512017,and Is not for resale. User Notes: (1683056500) § 1.2 DEFINITIONS § 1.2.1 Digital Data.Digital Data is defined as information,communications,drawings,or designs created or stored for the Project in digital form. § 1.2.2 Confidential Information.Confidential Information is defined as Digital Data that the transmitting party has designated as confidential and clearly marked with an indication such as"Confidential"or"Business Proprietary." § 1.2.3 Written or In Writing.In addition to any definition in the Agreement to which this Exhibit is attached, "written"or"in writing"shall mean any communication,including without limitation a notice,consent or interpretation,prepared and sent to an address provided in this Exhibit using a transmission method set forth in this Exhibit that permits the recipient to print or store the communication.Communications transmitted electronically are presumed received if sent in conformance with this Section 1.2.3. ARTICLE 2 TRANSMISSION OF DIGITAL DATA § 2.1 The transmission of Digital Data constitutes a warranty by the transmitting party to the receiving party that the transmitting party(1)is the copyright owner of the Digital Data,(2)has permission from the copyright owner to transmit the Digital Data for its use on the Project,or(3)is authorized to transmit Confidential Information. § 2.2 The receiving party agrees to keep Confidential Information strictly confidential and not to disclose it to any other person except to(1)its employees,(2)those who need to know the content of the Confidential Information in order to perform services or construction solely and exclusively for the Project,or(3)its consultants and contractors whose contracts include similar restrictions on the use of Confidential Information. § 2.3 The transmitting party does not convey any right in the Digital Data or in the software used to generate the data. The receiving party may not use the Digital Data unless permission to do so is provided in the Agreement,in other documents incorporated by reference into the Agreement,such as the general conditions of the contract for construction,or in a separate license. § 2.4 Unless otherwise granted in a separate license,the receiving party's use,modification,or further transmission of the Digital Data,as provided in the Agreement,is specifically limited to the design and construction of the Project in accordance with the Project Protocols set forth in Article 3,and nothing contained in this Exhibit conveys any other right to use the Digital Data for another purpose. § 2.5 To the fullest extent permitted by law,the receiving party shall indemnify and defend the transmitting party from and against all claims arising from or related to the receiving party's modification to,or unlicensed use of the Digital Data. ARTICLE 3 PROJECT PROTOCOL TABLE § 3.1 The parties agree to comply with the data formats,transmission methods and permitted uses set forth in the Project Protocol Table below when transmitting or using Digital Data on the Project. (Complete the Project Protocol Table by entering information in the spaces below.Adapt the table to the needs of the Project by adding,deleting or mod(king the listed Digital Data as necessary. Use Section 3.2 Project Protocol Table Definitions to define abbreviations placed,and to record notes indicated, in the Project Protocol Table.) Digital Data Data 1 Transmitting Transmission Receiving Permitted Notes Fermat Party Method Party Uses (Enter fi) § 3.1.1 Project Agreements and Modifications P 0,A EM 0,A R,M § 3.1.2 Project communications General communications P 0,A,C, EM 0,A,C R,I Meeting notices P 0,A,C EM 0,A,C R,I Agendas P 0,A,C EM 0,A,C R,I Minutes P 0,A,C EM 0,A,C R,I Requests for information P 0,A,C EM 0,A,C R,I Other: § 3.1.3 Architect's pre-construction submittals Schematic Design Documents P A EM,CD 0 S Design Development Documents P A EM,CD 0 S Chit AIA Document EMI"'—2007.Copyright®2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in 2 severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This documentwas produced by AM software at 15:01:43 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1683056500) Construction Documents P A EM,CD 0 S § 3.1.4 Architect's Drawings and Specifications Contract Documents P 0,A,C EM,CD 0,A,C S,R Drawings P 0,A,C EM,CD 0,A,C S,R Specifications P 0,A,C EM,CD 0,A,C S,R Other: . § 3.1.5 Contractor's submittals Product data Submitted by Contractor P C EM A R,M Returned by Architect P A EM C R Shop drawings Submitted by Contractor P C EM A R,M Returned by Architect P A EM C R Other submittals: § 3.1.6 Subcontractor's submittals Product data Submitted by Subcontractor P SUB EM C R,M,I Y Returned by Contractor P C EM SUB R Shop drawings Submitted by Subcontractor P SUB EM C R,M,I Returned by Contractor P C EM i SUB R Other Submittals: § 3.1.7 Modifications Architect's Supplemental Instructions P A EM 0, C R Requests for proposal P 0,A,C EM 0,A,C R Proposal P C EM O,A R Modification communications P 0,A,C EM 0,A R § 3.1.8 Project payment documents P 0,A,C EM 0,A R § 3.1.9 Notices and Claims P 0,A,C EM 0,A R Other: § 3.1.10 Closeout documents P O,A,C EM 0,A R Record documents P 0,C CD 0,A R § 3.2 PROJECT PROTOCOL TABLE DEFINITIONS (Below are suggested abbreviations and definitions.Delete,modify or add as necessary.) Data Format: (Provide required data format,including software a version.) W .doc,Microsoft®Word 2002 P .pdf,Adobe Acrobat X Standard Transmitting Party: 0 Owner A Architect C Contractor SUB Subcontractor Inst. AIA Document E201T"'-2007.Copyright 02007by The American InshluteofArchitects.All rights reserved.WARNING:ThisAlA°Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlA°Document,or any portion of it,may result in 3 severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at / 15:01:43 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017,and is not for resale. User Notes: (1683056500) Transmission Method: EM Via e-mail EMA As an attachment to an e-mail transmission CD Delivered via Compact Disk PS Posted to Project Web site FTP FTP transfer to receiving FTP server Receiving Party: 0 Owner A Architect C Contractor SUB Subcontractor Permitted Uses: (Receiving Party's permitted use(s)of Digital Data) S Store and view only R Reproduce and distribute I Integrate(incorporate additional digital data without modifying data received) M Modify as required to fulfill obligations for the Project Notes: (List by number shown on table.) AIA Document E201 T"'—2007.Copyright©2007 by The American Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by Init. U.S.Copyright Law and international Treaties.Unauthorized reproduction or distribution of this AlA°Document,or any portion of it,may result in 4 severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:01:43 on 02/24/2017 under Order No.0306545974_1 which expires on 08/25/2017.and is not for resale. User Notes: (1683056500) Certification of Document's Authenticity AIA®Document D401 TM — 2003 I,Philip B.Long,hereby certify,to the best of my knowledge, information and belie;that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 15:01:43 on 02/24/2017 under Order No.0306545974_1 from MA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA®Document E201 TM—2007,Digital Data Protocol Exhibit,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document 0401'm-2003.Copyright 1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This documentwas produced by AIA software at 15:01:43 on 02/24/2017 under Order No.0306545974_1 which expires on 08125/2017,and is not for resale. User Notes: (1683056500) EXHIBIT "B" Air$ do LONG ARCHITECTURE Long Architecture SCHEDULE OF HOURLY RATES effective January 2017 Principal Architect $130.00/hr. Principal $125.00/hr. Project Architect $1 15.00/hr. Intern: Level 3 $ 75.00/hr. Level 2 $ 60.00/hr. Level 1 $ 50.00/hr. 1 Interior Design $ 75.00/hr. CADD Draftsman $ 50.00/hr. Construction Representative $ 65.00/hr. Clerical $ 50.00/hr. 6465 CALDER, SUITE 206 BEAUMONT, TX 77706 d-: . ,v p "' ", ®°.:"... 0 ., on arc .cod'