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HomeMy WebLinkAboutPR 20713: EDC CONTRACT WITH ARCHITECT'S STUDIO PLLC Interoffice MEMORANDUM To: Mayor, City Council, City Manager From: Floyd Batiste, CEO Date: March 5, 2019 Subject: P.R. No. 20713; Council Meeting of March 12, 2019 ATTACHED IS PROPOSED RESOLUTION NO. 20713 A RESOLUTION AUTHORIZING THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION TO ENTER INTO A PROFESSIONAL SERVICE CONTRACT WITH ARCHITECT'S STUDIO PLLC OF PORT ARTHUR, TEXAS, IN AN AMOUNT NOT TO EXCEED $300,000.00 AND THE REIMBURSABLE EXPENSES NOT TO EXCEED $50,000.00; 80% OF THE FUNDING TO BE PROVIDED BY THE ECONOMIC DEVELOPMENT ADMINISTRATION GRANT ACCOUNT NO. 305- 1606-591.82-00 AND 20% LOCAL MATCH PROVIDED BY EDC ACCOUNT NO. 120-1429-582.82-00 P.R. No. 20713 2/19/2019 FB RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION TO ENTER INTO A PROFESSIONAL SERVICE CONTRACT WITH ARCHITECT'S STUDIO PLLC OF PORT ARTHUR, TEXAS, IN AN AMOUNT NOT TO EXCEED $300,000.00 AND THE REIMBURSABLE EXPENSES NOT TO EXCEED $50,000.00; 80% OF THE FUNDING TO BE PROVIDED BY THE ECONOMIC DEVELOPMENT ADMINISTRATION GRANT ACCOUNT NO. 305- 1606-591.82-00 AND 20% LOCAL MATCH PROVIDED BY EDC ACCOUNT NO. 120-1429-582.82-00 WHEREAS, it is deemed in the best interest of the citizens of Port Arthur to enhance the appearance of the downtown area and to create an environment conducive to business and entertainment activities for the community; and WHEREAS, the City of Port Arthur Section 4A Economic Development Corporation ("PAEDC") obtained an Economic Development Administration ("EDA") grant to rehab the Port Arthur News Building into The Center for Community and Business Development in downtown Port Arthur(the"Project"); and WHEREAS, per Resolution No 18-313, the City Council authorized the PAEDC to purchase the property located at 549 4th Street in downtown Port Arthur; and WHEREAS, on October 26, 2018 the purchase on the subject property was completed and the title company issued a property deed in the name of PAEDC; and WHEREAS, the City Council approves PAEDC to pursue the building development plan with Architect Studio PLLC to retrofit the property at 549 4`h Street based upon the cost estimate attached hereto as Exhibit"A"; and WHEREAS, PAEDC advertised its request for proposals for a professional architect to assist in the design, retrofit and construction of the Project; and WHREAS, PAEDC received three proposals from architectural firms and formed a committee to review and score each proposal; and WHEREAS, PAEDC's committee scored Architect's Studio, PLLC the highest and selected Architect's Studio, PLLC as the architect for the Project to be funded by the EDA grant; and WHEREAS, at a special Board meeting on February 18, 2019, the PAEDC Board of Directors voted to enter into a professional service contract with Architect's Studio PLLC of Port Arthur, Texas with Alam Farius as the design team manager as shown on Exhibit "B" attached hereto; and WHEREAS, at the special Board meeting on February 18, 2019, the PAEDC Board of Directors also voted that the amount of the contract shall not exceed $300,000.00, and the reimbursable expenses shall not exceed $50,000.00. NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR,TEXAS: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council authorizes PAEDC to enter into a professional service contract with Architect's Studio PLLC of Port Arthur, Texas. Section 3. That the City Council authorizes the amount of this contract shall not exceed $300,000.00, and the reimbursable expenses shall not exceed $50,000.00. Section 4. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED on this day of A.D., 2019, at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: #1623180 Page 2 AYES: Mayor Councilmembers NOES: Derrick Freeman, Mayor ATTEST: Sherri Bellard, City Secretary APPROVED: Floyd Batiste, PAED CEO APPROVit S TO FORM: Guy N. Goodson, PAEDC Attorney APPROVED AS TO FORM: Valecia R. Tizeno, City Attorney 41623180 Page 3 APPROVED AS TO AVAILABILITY OF FUNDS: 1 i 2LoLLP Rebecca Underhill,Assistant City Manager Acting Finance Director Exhibit "A" Port Arthur News Building Estimated Magnitude of Cost for Renovation Construction Date: May 07,2018 Architect's Project#AS18004 WORK REQUIRED QUANTITY UNITS COST EACH COST COST DIVISION 1 -GENERAL CONDITIONS $282,500 Contractor's Temporary Utilities 14 months $500.00 $7,000 Contractor's Temp Construction & Incidentals 14 month; $750.00 $10,500 Contractor's Superintendent 14 month; $7,500.00 $105,000 Contractor's Permits& Fees 1 each $12,000.00 $12,000 Contractor's General Liability Insurance 1 each $50,000.00 $50,000 Contractor's Builder's Risk Insurance 1 each $50,000.00 $50,000 Building Windstorm Certification 1 each $3,000.00 $3,000 Construction Temporary Fence 5,000 I.f. $3.00 $15,000 Construction Testing and Services 1 each $30,000.00 $30,000 DIVISION 2-SITE WORK $301,310 Building Demolition 43,014 s.f. $3.50 $150,549 Site Work Demolition 21,507 s.f. $1.00 $21,507 Site Concrete Paving (6"average thk) 10,000 s.f. $3.50 $35,000 Site Pavement Markings &Site Signage 1 each $15,000.00 $15,000 Building Joint Sealants 5,000 I.f. $4.00 $20,000 Site Light Pole Foundations 8 each $1,000.00 $8,000 Erosion Control (SWPPP) 2,000 I.f. $3.00 $6,000 Building Transformer Pad 1 each $6,000.00 $6,000 Building Canopies 500 s.f. $25.00 $12,500 Building Fencing &Gates 200 I.f. $80.00 $16,000 Site Storm Sewer 21,507 s.f. $0.50 $10,754 DIVISION 3 -CONCRETE $24,754 Building Foundation (Repair) 21,507 s.f. $0.50 $10,754 Building Mechanical Yard 2,000 s.f. $7.00 $14,000 DIVISION 4- MASONRY $10,754 Building Brick(Repair) 21,507 s.f. $0.50 $10,754 DIVISION 5- METALS $19,952 Building Structural Steel Misc. Framing 43,014 s.f. $0.15 $6,452 Building Structural Catwalk Framing 1,200 s.f. $5.00 $6,000 Building Roof Access Aluminum Ladders 3 each $2,500.00 $7,500 DIVISION 6 -WOOD & PLASTIC $142,775 Building Rough Carpentry 43,014 s.f. $0.75 $32,261 Building Finish Carpentry 43,014 s.f. $1.00 $43,014 Building Millwork Architectural Wood Work 250 I.f. $250.00 $62,500 Solid Surface Counter Top 100 s.f. $50.00 $5,000 DIVISION 7-THERMAL& MOISTURE PROTECTION $317,074 Building Insulation 21,507 s.f. $1.50 $32,261 Building Membrane Roof 21,507 s.f. $7.00 $150,549 Building Roof Deck Insulation 21,507 s.f. $0.50 $10,754 Building Metal Wall Panels 15,000 s.f. $4.50 $67,500 Building Metal Soffit Panels 3,000 s.f. $5.00 $15,000 Building Exterior Sheathing Membrane 21,507 s.f. $1.00 $21,507 Building Roof Drains& Downspouts 21,507 s.f. $0.50 $10,754 Building Flashing &Sheetmetal 1,750 I.f. $5.00 $8,750 DIVISION 8- DOORS&WINDOWS $307,550 Building Plastic Laminated Door 40 each $250.00 $10,000 Building Door Frames 40 each $300.00 $12,000 Building Interior H.M. Door&Window Frames 950 sf $35.00 $33,250 Building Exterior H.M. Door& Frames 6 each $750.00 $4,500 Building Aluminum Storefront System 1,000 sf $100.00 $100,000 Building Exterior Windows 1,000 sf $100.00 $100,000 Building Overhead Coiling Doors 500 sf $50.00 $25,000 Building Mechanical Access Panels 8 each $100.00 $800 Building Door Hardware 30 each $400.00 $12,000 Building Access Control Hardware 10 each $1,000.00 $10,000 DIVISION 9- FINISHES $835,535 Building Gypsum Board Stud Walls $108,000 5/8"gyp. bd. stud wall 800 I.f. $135.00 Building Rubber Base 10,000 I.f. $1.50 $15,000 Building Vinyl Composition Tile 10,000 s.f. $2.00 $20,000 Building Ceramic Tile 10,000 s.f. $15.00 $150,000 Building Carpet 8,000 s.y. $20.00 $160,000 Building Epoxy Floor& Base 2,000 s.f. $20.00 $40,000 Building Ceramic Tile Walls 5,000 s.f. $15.00 $75,000 Building Acoustical Lay-in Ceilings 35,000 s.f. $3.50 $122,500 Building Special Acoustical Lay-in Ceilings 5,000 s.f. $4.50 $22,500 Building Exposed Painted Deck&Structure 5,000 s.f. $3.00 $15,000 Building Painting 43,014 s.f. $2.50 $107,535 DIVISION 10 -SPECIALTIES $62,976 Construction Pest Control Service 21,507 s.f. $0.10 $2,151 Building Interior Signage 60 each $50.00 $3,000 Building Exterior Letters Signage 1 each $15,000.00 $15,000 Building Plaque 1 each $1,200.00 $1,200 Building Toilet&Bath (Grab Bars, Mirrors, Etc..) 75 each $275.00 $20,625 Building Restroom Toilet Partitions 200 I.f. $65.00 $13,000 Fire Protection Equipment(Fire Cabinets, Ect..) 20 each $200.00 $4,000 Building Lockers for Shower Area 20 each $200.00 $4,000 DIVISION 12- FURNISHINGS $67,500 Building Motorized Window Shades 1 each $7,500.00 $7,500 Building Elevators(Repair or New) 3 each $20,000.00 $60,000 DIVISION 15- MECHANICAL SYSTEMS $811,889 Building Plumbing Systems 21,507 s.f. $3.00 $64,521 Building Water Utility 21,507 s.f. $1.50 $32,261 City Water Meter 21,507 s.f. $0.25 $5,377 Building Fire Sprinkler System 21,507 s.f. $3.00 $64,521 Building HVAC 21,507 s.f. $30.00 $645,210 DIVISION 16- ELECTRICAL $1,039,424 Building Emergency Generator 1 each $120,000.00 $120,000 Building Electrical System 21,507 s.f. $32.00 $688,224 Building Data &Communication Cabling 43,014 s.f. $5.00 $215,070 Building Fire Alarm System 21,507 s.f. $0.75 $16,130 DIVISIONS TOTAL $4,223,991 General Contractor's Fee(5.0%) 1 each $211,199.54 $211,200 TOTAL PROBABLE CONSTRUCTION COST $4,435,190 Construction Square Foot Cost $103.11 CONTINGENCIES Construction Contingency(10.0%) 1 each $422,399 MISCELLANEOUS $316,130 Building Security System 21,507 s.f. $0.75 $16,130 Building Remediation (By Owner) 1 each $300,000.00 $300,000 ARCHITECTURAL, ENGINERING, AND OTHERS $340,099 Site Surveying Fee(By Owner) 1 each $5,000.00 $5,000 Site Geotechnical Fee(By Owner) 1 each $3,500.00 $3,500 Document Printing for Bid Sets(By Owner) 1 each $3,000.00 $3,000 Building Materials Testing (By Owner) 1 each $25,000.00 $25,000 Architectural & Engineering Fees $303,599 SITE WORK $30,000 Building Landscaping 1 each $30,000.00 $30,000 TOTAL PROBABLE PROJECT BUDGET $5,543,819 Exhibit " B " ��.. riw Document B101 - 2017 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Fourth day of February in the year Two Thousand Nineteen (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 Port Arthur Economic Development Corporation(PAEDC) completion.The author may also 501 Procter Street STE 100 Port Arthur,TX 77640 have revised the text of the original Telephone Number:(409)963-0579 AIA standard form.An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from and the Architect: the author and should be reviewed.A (Name, legal status, address and other information) vertical line in the left margin of this document indicates where the author Architect's Studio PLLC has added necessary information 501 Procter Street,Suite#324 Port Arthur,TX 77640 and where the author has added to or Telephone Number:(409)960-9397 deleted from the original AIA text. This document has important legal for the following Project: consequences.Consultation with an (Name, location and detailed description) attorney is encouraged with respect to its completion or modification. Center of Community and Business Development 549 4th Street Port Arthur,TX 77640 The Owner and Architect agree as follows. Init AIA Document 8101"'—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM 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 22:45.17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND 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 ARTICLE 1 INITIAL INFORMATION §1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable"or "unknown at time of execution.') §1.1.1 The Owner's program for the Project: (Insert the Owner's program, idents documentation that establishes the Owner's program, or state the manner in which the program will be developed) Owner's preliminary program includes office space,hospitality educational center,café,and white box for future development. §1.1.2 The Project's physical characteristics: (Identify or describe pertinent information about the Project's physical characteristics, such as size;location; dimensions;geotechnical reports;site boundaries;topographic surveys;traffic and utility studies;availability of public and private utilities and services;legal description of the site, etc.) Property includes a vacant two story building of approximately forty three thousand(43,000)square feet located in Downtown Port Arthur.The original function of the building was a newspaper office and fabrication space.The exterior of the building is composed of masonry brick and metal panels. §1.1.3 The Owner's budget for the Cost of the Work,as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) Four million five hundred thousand dollars(4,500,000.00) §1.1.4 The Owner's anticipated design and construction milestone dates: AIA Document B101 TM—2017.Copyright ft)1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This Init. AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document.or any 2 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) .1 Design phase milestone dates, if any: To Be Determined. .2 Construction commencement date: To Be Determined. .3 Substantial Completion date or dates: To Be Determined. .4 Other milestone dates: To Be Determined. §1.1.5 The Owner intends the following procurement and delivery method for the Project: (Identify method such as competitive bid or negotiated contract, as well as any requirements for accelerated or fast-track design and construction, multiple bid packages, or phased construction.) AIA Document A133-2009,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price.Construction Manager will be procured with seventy five percent completed construction drawings. §1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any.) None. (Paragraph deleted) §1.1.7 The Owner identifies the following representative in accordance with Section 5.3: (List name, address,and other contact information.) Floyd Batiste,Chief Executive Officer 501 Procter Street#100 Port Arthur,TX 77640 Telephone Number:(409)963-0579 Mobile Number:(409)330-1870 Email Address:fbatiste@paedc.org §1.1.8 The persons or entities,in addition to the Owner's representative,who are required to review the Architect's submittals to the Owner are as follows: (List name, address, and other contact information.) To Be Determined. §1.1.9 The Owner shall retain the following consultants and contractors: (List name, legal status, address,and other contact information.) .1 Geotechnical Engineer: To Be Determined. In(t AIA Document 8101 TM—2017.Copyright®1974,1978,1987,1997,2007 and 2017 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 3 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) .2 Civil Engineer: To Be Determined. .3 Other,if any: (List any other consultants and contractors retained by the Owner.) To Be Determined. §1.1.10 The Architect identifies the following representative in accordance with Section 2.3: (List name, address, and other contact information.) Alam Farias 501 Procter Street,Suite#324,Port Arthur,TX 77640 Telephone Number:(409)960-9397 Email Address:afarias@architectsstudiotx.com §1.1.11 The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.11.2: (List name, legal status, address, and other contact information) §1.1.11.1 Consultants retained under Basic Services: .1 Structural Engineer: Fittz&Shipman,Inc. 1405 Cornerstone Ct.Beaumont,TX 77706 Telephone Number:(409)832-7238 .2 Mechanical Engineer: Owen Taylor Engineering Todd Taylor 105 S.Village Street,Woodville,TX 75979 .3 Electrical Engineer: Owen Taylor Engineering • Todd Taylor 105 S. Village Street,Woodville,TX 75979 §1.1.11.2 Consultants retained under Supplemental Services: Init. AIA Document B101 TM-2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All lights reserved.WARNING.This AIA' Document is protected by U.S.Copyright Law and international Treaties.Unauthorized reproduction or distribution of this AIA" Document of any 4 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) To Be Determined. §1.1.12 Other Initial Information on which the Agreement is based: To Be Determined. §1.2 The Owner and Architect may rely on the Initial Information.Both parties,however,recognize that the Initial Information may materially change and,in that event,the Owner and the Architect shall appropriately adjust the Architect's services,schedule for the Architect's services,and the Architect's compensation.The Owner shall adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction milestones,as necessary,to accommodate material changes in the Initial Information. (Paragraphs deleted) ARTICLE 2 ARCHITECT'S RESPONSIBILITIES §2.1 The Architect shall provide professional services as set forth in this Agreement.The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement,or shall cause such services to be performed by appropriately licensed design professionals. §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 until termination of this Agreement.If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains,the Owner shall pay the Architect as set forth in Section 11.9. §2.5.1 Commercial General Liability with policy limits of not less than One Million Dollars($ 1,000,000.00)for each occurrence and One Million Dollars($ 1,000,000.00)in the aggregate for bodily injury and property damage. §2.5.2 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Architect with policy limits of not less than One Million Dollars($ 1,000,000.00)per accident for bodily injury,death of any person,and property damage arising out of the ownership,maintenance and use of those motor vehicles,along with any other statutorily required automobile coverage. §2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.5.1 and 2.5.2,and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy.The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. §2.5.4 Workers'Compensation at statutory limits. §2.5.5 Employers'Liability with policy limits not less than One Million Dollars($ 1,000,000.00)each accident,One Million Dollars($ 1,000,000.00)each employee,and One Million Dollars($ 1,000,000.00)policy limit. Ind AW Document 13101 T'"—2017.Copyright®1974,1978,1987,1997,2007 and 2017 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 AlA5 Document,or any 5 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 22:45:17 ET on 02/27/2019 under Order No.9316612892 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) §2.5.6 Professional Liability covering negligent acts,errors and omissions in the performance of professional services with policy limits of not less than One Million Dollars($ 1,000,000.00)per claim and Two Million Dollars($ 2,000,000.00)in the aggregate. §2.5.7 Additional Insured Obligations.To the fullest extent permitted by law,the Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect's negligent acts or omissions.The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. §2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.5. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES §3.1 The Architect's Basic Services consist of those described in this Article 3 and include usual and customary structural,mechanical,and electrical engineering services.Services not set forth in this Article 3 are Supplemental or Additional Services. §3.1.1 The Architect shall manage the Architect's services,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,and shall not be responsible for,the accuracy,completeness,and timeliness 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,or for the Owner's acceptance of non-conforming Work,made or given without the Architect's written approval. §3.1.5 The Architect shall contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project.The Architect shall respond to applicable design requirements imposed by those authorities and entities. §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. §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,the proposed procurement and 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. AIA Document B101 TM—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This init. AIA, Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 Document,or any 6 portion of it,may result in severe civil and criminal penalties and will he prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) §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.The Architect shall reach an understanding with the Owner regarding the requirements of the Project. §3.2.4 Based on the Project 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 representations.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 sustainable 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 more advanced sustainable design services as a Supplemental Service under Section 4.1.1. §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. §3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. §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 other appropriate elements.The Design Development Documents shall also include outline specifications that identify major materials and systems and establish,in general,their quality levels. §3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 6.3. §3.3.3 The Architect shall submit the Design Development Documents to the Owner,advise the Owner of any adjustments to the estimate of the Cost of the Work,and request the Owner's approval. §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 and performance criteria of materials and systems and other requirements for the construction of the Work.The Owner and Architect acknowledge that,in order to perform the Work,the Contractor 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 the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. knit AIA Document B101"'-2017.Copyright@ 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAs Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 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 7 produced by AIA software at 22:45'17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1636073578) §3.4.3 During the development of the Construction Documents,the Architect shall assist the Owner in the development and preparation of(1)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. §3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3. §3.4.5 The Architect shall submit the Construction Documents to the Owner,advise the Owner of any adjustments to the estimate of the Cost of the Work,take any action required under Section 6.5,and request the Owner's approval. §3.5 Procurement Phase Services §3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors.Following the Owner's approval of the Construction Documents,the Architect shall assist the Owner in(1)obtaining either competitive bids or negotiated proposals;(2)confirming responsiveness of bids or proposals;(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: .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre-bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda;and, .4 organizing and conducting the opening of the bids,and subsequently documenting and distributing the bidding results,as directed by the Owner. §3.5.2.3 If the Bidding Documents permit substitutions,upon the Owner's written authorization,the Architect shall,as an Additional Service,consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective bidders. §3.5.3 Negotiated Proposals §3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. §3.5.3.2 The Architect shall assist the Owner in obtaining proposals by: .1 facilitating the distribution of Proposal Documents for distribution to prospective contractors and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective contractors; .3 preparing responses to questions from prospective contractors and providing clarifications and interpretations of the Proposal Documents to the prospective contractors in the form of addenda;and, .4 participating in negotiations with prospective contractors,and subsequently preparing a summary report of the negotiation results,as directed by the Owner. §3.5.3.3 If the Proposal Documents permit substitutions,upon the Owner's written authorization,the Architect shall, as an Additional Service,consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective contractors. §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 A201T4-2017,General Conditions of the Contract for Construction.If the Owner and Contractor modify AIA Document A201-2017,those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. AIA Document B1011"—2017.Copyright©1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING.This Inft AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIV 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 22:45:17 ET on 02/2712019 under Order No.9316812692 which expires on 02/2712020,and is not for resale. User Notes: (1836073578) §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 4.2 and except as provided in Section 3.6.6.5,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. §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 4.2.3,to become generally familiar with the progress and quality of the 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 of the 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 promptly report to the Owner(1)known deviations from the Contract Documents,(2)known deviations from the most recent construction schedule submitted by the Contractor,and(3)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 the 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,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 A201-2017,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,the quality of the Work is in accordance with the Contract Documents,and that the Contractor is entitled to payment in the amount certified.The foregoing representations are subject to(1)an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)results of subsequent tests and inspections,(3)correction of minor deviations from the Contract Documents prior to completion,and(4) specific qualifications expressed by the Architect. Init. AIA Document 8107 T"-2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA5 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 Document,or any 9 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) §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 suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §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 of the schedule.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. §3.6.4.2 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 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 and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional,provided the submittals bear such professional's seal and signature when submitted to the Architect.The Architect's review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect shall be entitled to rely upon,and shall not be responsible for,the adequacy and accuracy of the services,certifications,and approvals performed or provided by such design professionals. §3.6.4.4 Subject to Section 4.2,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 the 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 order 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 Section 4.2,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: AIA Document 81011"—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This Init. AIA5 Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this A1A€Document,or any 10 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 22 45.17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) .1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; .2 issue Certificates of Substantial Completion; .3 forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract Documents and received from the Contractor;and, .4 issue a final Certificate for Payment based upon a final inspection indicating that,to the best of the Architect's knowledge,information,and belief,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 Substantial Completion has been achieved,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. §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 SUPPLEMENTAL AND ADDITIONAL SERVICES §4.1 Supplemental Services §4.1.1 The services listed below are not included in Basic Services but may be required for the Project.The Architect shall provide the listed Supplemental 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.Unless otherwise specifically addressed in this Agreement,if neither the Owner nor the Architect is designated,the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) Supplemental Services Responsibility (Architect, Owner, or not provided) §4.1.1.1 Programming Owner §4.1.1.2 Multiple preliminary designs Architect §4.1.1.3 Measured drawings Architect §4.1.1.4 Existing facilities surveys Owner §4.1.1.5 Site evaluation and planning Owner §4.1.1.6 Building Information Model management Not Provided responsibilities §4.1.1.7 Development of Building Information Models for Not Provided post construction use §4.1.1.8 Civil engineering Architect §4.1.1.9 Landscape design Not Provided §4.1.1.10 Architectural interior design Not Provided §4.1.1.11 Value analysis Not Provided Init. AIA Document B101"'—2017.Copyright®1974,1978,1987,1997,2007 and 2017 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 severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was 11 produced by AIA software at 22:45:17 ET on 02/27/2019 under Order No.9318812892 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) Supplemental Services Responsibility (Architect, Owner, or not provided) §4.1.1.12 Detailed cost estimating beyond that Not Provided required in Section 6.3 §4.1.1.13 On-site project representation Not Provided §4.1.1.14 Conformed documents for construction Architect §4.1.1.15 As-designed record drawings Architect §4.1.1.16 As-constructed record drawings Not Provided §4.1.1.17 Post-occupancy evaluation Not Provided §4.1.1.18 Facility support services Not Provided §4.1.1.19 Tenant-related services Not Provided §4.1.1.20 Architect's coordination of the Owner's Architect consultants §4.1.1.21 Telecommunications/data design Owner §4.1.1.22 Security evaluation and planning Owner §4.1.1.23 Commissioning Not Provided §4.1.1.24 Sustainable Project Services pursuant to Section Not Provided 4.1.3 §4.1.1.25 Fast-track design services Not Provided §4.1.1.26 Multiple bid packages Not Provided §4.1.1.27 Historic preservation Not Provided §4.1.1.28 Furniture,furnishings,and equipment design Not Provided §4.1.1.29 Other services provided by specialty Consultants Not Provided §4.1.1.30 Other Supplemental Services Not Provided Texas Accessibility Standard Review By Texas Department Supplemental Service of Licensing and Regulation Surveys Owner Geotechnical Engineering Owner §4.1.2 Description of Supplemental Services §4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided below. (Describe in detail the Architect's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, idents the exhibit. The AIA publishes a number of Standard Form of Architect's Services documents that can be included as an exhibit to describe the Architect's Supplemental Services.) Services are self-descriptive. §4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided below. (Describe in detail the Owner's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit.) Services are self-descriptive. (Paragraph deleted) §4.2 Architect's Additional Services The Architect may provide Additional Services after execution of this Agreement without invalidating the Agreement. Except for services required due to the fault of the Architect,any Additional Services provided in accordance with this AIA Document B101",—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This Init. AIM Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any 12 portion of it.may result in severe civil and criminal penaltiesand will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. §4.2.1 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 Additional 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 size,quality,complexity,the Owner's schedule or budget for Cost of the Work,or procurement or delivery method; .2 Services necessitated by the enactment or revision of codes,laws,or regulations,including changing or editing previously prepared Instruments of Service; .3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes,laws or regulations that are either(a)contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit,or(b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .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 models or other design documentation 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 entities providing bids or 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 §4.2.2 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,upon receipt of the Architect's notice,the Owner determines that all or parts of the services are not required,the Owner shall give prompt written notice to the Architect of the Owner's determination.The Owner shall compensate the Architect for the services provided prior to the Architect's receipt of the Owner's notice. .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule approved 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;or, .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom. §4.2.3 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 Three(3)reviews of each Shop Drawing,Product Data item,sample and similar submittals of the Contractor .2 Twenty Eight(28)visits to the site by the Architect during construction .3 Three(3)inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 Three(3)inspections for any portion of the Work to determine final completion. Init AIA Document B101 TM—2017.Copyright @ 1974,1978,1987,1997,2007 and 2017 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 13 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) §4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in Section 4.2.3,Construction Phase Services provided more than 60 days after(1)the date of Substantial Completion of the Work or(2)the initial date of Substantial Completion identified in the agreement between the Owner and Contractor,whichever is earlier,shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. §4.2.5 If the services covered by this Agreement have not been completed within fifteen( 15)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. 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. §5.2 The Owner shall establish 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. The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion.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 behalf with 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 other 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 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 provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1. (Paragraph deleted) §5.8 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 as the responsibility of the Architect 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 and contractors maintain insurance,including professional liability insurance,as appropriate to the services or work provided. §5.9 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. Inst AIA Document 8101 TM—2017.Copyright®1974,1978,1987,1997,2007 and 2017 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 AIM'Document,or any 14 portion of itmay 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and Is not for resale. User Notes: (1836073578) §5.10 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. §5.11 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. §5.12 The Owner shall include the Architect in all communications with the Contractor that relate to or affect the Architect's services or professional responsibilities.The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project.Communications by and with the Architect's consultants shall be through the Architect. §5.13 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. §5.14 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. §5.15 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. 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 also includes the reasonable value of labor,materials,and equipment,donated to,or otherwise furnished by,the Owner.The Cost of the Work does not include the compensation of the Architect;the costs of the land,rights-of-way,financing,or contingencies for changes in the.Work;or other costs that are the responsibility of the Owner. §6.2 The Owner's budget for the Cost of the Work is provided in Initial Information,and shall 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, and the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work,prepared by the Architect,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 estimate of the Cost of the Work,or evaluation,prepared or agreed to by the Architect. §6.3 In preparing estimates of the Cost of Work,the Architect shall be permitted to include contingencies for design, bidding,and price escalation;to determine what materials,equipment,component systems,and types of construction are to be included in the Contract Documents;to recommend reasonable adjustments in the program and scope of the Project;and to include design alternates as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget.The Architect's estimate of the Cost of the Work shall be based on current area,volume or similar conceptual estimating techniques.If the Owner requires a detailed estimate of the Cost of the Work,the Architect shall provide such an estimate,if identified as the Architect's responsibility in Section 4.1.1,as a Supplemental Service. §6.4 If,through no fault of the Architect,the Procurement Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner,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 Architect'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. Init. AIA Document B101TM-2017.Copyright©1974,1978,1987,1997,2007 and 2017 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 Documentor any 15 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 22;45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) §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 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.If the Owner requires the Architect to modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner's budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate,the Owner shall compensate the Architect for the modifications as an Additional Service pursuant to Section 11.3;otherwise the Architect's services for modifying the Construction Documents shall be without additional compensation.In any event,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. §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. §7.3 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 under this Agreement,including prompt payment of all sums due pursuant to Article 9 and Article 11.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 suppliers,as well as the Owner's consultants and separate contractors,to reproduce applicable portions of the Instruments of Service,subject to any protocols established pursuant to Section 1.3,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 authors 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. §7.5 Except as otherwise stated in Section 7.3,the provisions of this Article 7 shall survive the termination of this Agreement. Inst AIA Document B1011"—2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAs Document,or any 16 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) ARTICLE 8 CLAIMS AND DISPUTES §8.1 General §8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement,whether in contract,tort,or otherwise,in accordance with the requirements of the binding dispute resolution method selected in this Agreement and 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 2017,General Conditions of the Contract for Construction.The Owner or the Architect,as appropriate,shall require of the 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 this Agreement.A request for mediation shall be made in writing,delivered to the other party to this 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 proceeding is stayed pursuant to this section,the parties may nonetheless proceed to the selection of the arbitrator(s) and 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.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [X] Litigation in a court of competent jurisdiction [ ] Other: (Specify) If the Owner and Architect do not select a method of binding dispute resolution,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. WtAIA Document B1011"—2017.Copyright©1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.Ail rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAG 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 7 produced by AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale, User Notes: (1836073578) §8.3 Arbitration §8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement,any claim,dispute or other matter in question arising out of or related to this Agreement subject to,but not resolved by, mediation shall be subject to arbitration,which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement.A demand for arbitration shall be made in writing,delivered to the other party to this Agreement,and filed with the person or entity administering the arbitration. §8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations.For statute of limitations purposes,receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim,dispute or other matter in question. §8.3.2 The foregoing agreement to arbitrate,and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement,shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. §8.3.3 The award rendered by the arbitrator(s)shall be final,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof §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(1)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. §8.4 The provisions of this Article 8 shall survive the termination of 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 Owner shall pay the Architect 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. AIA Document B101 ni—2017.Copyright©1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This !nit AIA'" Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'" Document,or any 18 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 22:45:17 ET on 0227/2019 under Order No.9316612692 which expires on 02/2712020,and Is not for resale. User Notes: (1836073578) §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. §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 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5,or the Architect terminates this Agreement pursuant to Section 9.3,the Owner shall compensate the Architect for services performed prior to termination,Reimbursable Expenses incurred,and costs attributable to termination,including the costs attributable to the Architect's termination of consultant agreements. (Paragraphs deleted) §9.8 Except as otherwise expressly provided herein,this Agreement shall terminate one year from the date of Substantial Completion. §9.9 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 9.7. ARTICLE 10 MISCELLANEOUS PROVISIONS §10.1 This Agreement shall be governed by the law of the place where the Project is located,excluding that jurisdiction's choice of law rules.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 A201-2017,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,including any payments due to the Architect by the Owner prior to the assignment. §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 Inst. AIA Document 8101 TM—2017.Copyright 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AlAg Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 Documentor any 19 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) the Architect in the Owner's promotional materials for the Project.This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. §10.8 If the Architect or Owner receives information specifically designated as"confidential"or"business proprietary,"the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1.This Section 10.8 shall survive the termination of this Agreement. §10.8.1 The receiving party may disclose"confidential"or"business proprietary"information after 7 days'notice to the other party,when required by law,arbitrator's order,or court order,including a subpoena or other form of compulsory legal process issued by a court or governmental entity,or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute.The receiving party may also disclose such information to its employees,consultants,or contractors in order to perform services or work solely and exclusively for the Project,provided those employees,consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. §10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Agreement shall be construed,to the fullest extent permitted by law,to give effect to the parties' intentions and purposes in executing the Agreement. §10.9.1 Federal Laws applicable to this Project are listed below. For expansion of the applicable provisions please refer to the Attachment A of this Agreement Termination of Rights,2 CFR§200.326 Appendix II to Part 200(B) Equal Employment Opportunity Clause(2 CFR§200.326 Appendix IT to Part 200(C) Davis Bacon and Copeland"Anti-Kickback"2 CFR§200.326 Appendix II to Part 200(D) Energy Efficiency and Conservation,2 CFR§200.326 Appendix II to Part 200(H) Debarment and Suspension,2 CFR§200.326 Appendix II to Part 200(I) Byrd Anti-Lobbying Amendment,2 CFR§200.326 Appendix II to Part 200(J) Agreements With Small and Minority Businesses,Women's Business Enterprises,and Labor Surplus Area Firms(2 CFR§200.321) ARTICLE 11 COMPENSATION §11.1 For the Architect's Basic Services described under Article 3,the Owner shall compensate the Architect as follows: .1 Stipulated Sum (Insert amount) (Paragraphs deleted)Three Hundred Thousand Dollars and NO/100($300,000.00) §11.2 For the Architect's Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3,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.) See Section 11.7. §11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2.the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) AIA Document B101",—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This 1n1t AIAC Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA"Document,or any 20 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 0212712020,and is not for resale. User Notes: (1838073578) See Section 11.7. §11.4 Compensation for Supplemental and 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 follows: (Insert amount of or basis for computing,Architect's consultants'compensation for Supplemental or Additional Services.) See Section 11.7. §11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis,the proportion of compensation for each phase of services shall be as follows: Schematic Design Phase Fifteen percent ( 15 %) Design Development Phase Twenty percent ( 20 %) Construction Documents Thirty-Five percent ( 35 %) Phase Procurement Phase Five percent ( 5 %) Construction Phase Twenty-Five percent ( 25 %) Total Basic Compensation one hundred percent ( 100 %) §11.6 When compensation identified in Section 11.1 is on a percentage basis,progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget for the Cost of the Work.Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work. §11.6.1 When compensation is on a percentage basis 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.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 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.) See Below: Employee or Category Rate($0.00) Principal Architect $ 130.00/hour Project Architect $ 100.00/hour Construction Administrator $80.00/hour Interior Designer $70.00/hour Associate $60.00/hour CADD Draftsman $40.00/hour Clerical $30.00/hour §11.8 Compensation for Reimbursable Expenses §11.8.1 Reimbursable Expenses are in addition to compensation for Basic,Supplemental,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 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing,reproductions,plots,and standard form documents; .5 Postage,handling,and delivery; Init. AIA Document B101'",—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AlA'- Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any 21 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 22:45:17 ET on 02/27/2019 under Order No 9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) .6 Expense of overtime work requiring higher than regular rates,if authorized in advance by the Owner; .7 Renderings,physical models,mock-ups,professional photography,and presentation materials requested by the Owner or required for the Project; .8 If required by the Owner,and with the Owner's prior written approval,the Architect's consultants' expenses of professional liability insurance dedicated exclusively to this Project,or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; .11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective;and, .12 Other similar Project-related expenditures. §11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus One and one-tenth percent( 1.10%)of the expenses incurred. §11.9 Architect's Insurance.If the types and limits of coverage required in Section 2.5 are in addition to the types and limits the Architect normally maintains,the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in Section 2.S,and for which the Owner shall reimburse the Architect.) To Be Determined. §11.10 Payments to the Architect §11.10.1 Initial Payments §11.10.1.1 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. (Paragraph deleted) §11.10.2 Progress Payments §11.10.2.1 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.) 12%per annum §11.10.2.2 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. §11.10.2.3 Records of Reimbursable Expenses,expenses pertaining to Supplemental and 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: (Include other terms and conditions applicable to this Agreement.) To Be Determined. ALA Document B101 TM—2017.Copyright 01974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This Init. AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA.'Document,or any 22 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) 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 the Owner and Architect. §13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B101TM 2017,Standard Form Agreement Between Owner and Architect This Agreement entered into as of the day and year first written above. OWNER(Signature) ARCHITECT(Signature) Floyd Batiste,Chief Executive Officer Alam Farias,Architect (Printed name and title) (Printed name, title, and license number, if required) ATTACHMENT A 1. FEDERAL LAWS Ir1It AIA Document 81011"—2017.Copyright©1974,1978,1987,1997,2007 and 2017 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 23 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 22:45:17 ET on 02127/2019 under Order No.9316612692 which expires on 02/2712020,and is not for resale. User Notes: (1836073578) IF APPLICABLE TO THE WORK AND SERVICES BEING PERFORMED BY PROPOSER UNDER THE AGREEMENT BETWEEN PROPOSER AND DISTRICT,THE FOLLOWING PROVISIONS ARE ADOPTED AND FORM PART OF ANY SUCH AGREEMENT (CONTRACTOR IN THE FOLLOWING CLAUSES IS DENOMINATED AS THE PROPOSER OF THE SERVICES): a. Damages,2 CFR §200.326 Appendix II to Part 200(A) i. All work to be performed under this AGREEMENT shall be timely commenced.A breach of this AGREEMENT by Contractor would cause substantial delay in the completion of the required services affecting the safety and welfare of the public. ii. In the event of Contractor's breach of its performance obligations,District shall have all rights and remedies against Contractor as provided by law. b. Termination of Rights, 2 CFR §200.326 Appendix II to Part 200(B) Termination for Convenience: Whenever the interests of the District so require, District may terminate the parties' Agreement, in whole or in part, for the convenience of the District. District shall give Contractor thirty(30)days prior written notice of termination specifying the portions of the Agreement to be terminated and when such termination will become effective. If only portions of the parties' agreement are terminated,Contractor has the right to withdraw from the parties'Agreement,without adverse action or claims.In the event of a termination for convenience by District, Contractor shall be entitled to payment for all work and services performed by it up to the effective date of such termination. Termination for Cause: The District may,by written notice of default to Contractor,terminate the parties' Agreement,in whole or in part,if the Contractor fails to satisfactorily perform any provisions of the parties' agreement after a period of ten(10)following Contractor's receipt of a Notice of Deficiency provided by District. c. Equal Employment Opportunity Clause(2 CFR §200.326 Appendix II to Part 200(C)) If applicable to the work and services performed by CONTRACTOR under the AGREEMENT,during the performance of the AGREEMENT,CONTRACTOR shall comply with the Equal Employment Opportunity Clause(41 CFR 60-1.4(b)): i. CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;and selection for training,including apprenticeship. AGREEMENTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. AIA Document 8101'm—2017.Copyright 1974,1978,1987,1997,2007 and 2017 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 24 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) ii. CONTRACTOR will,in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR,state that all qualified applicants will receive considerations for employment without regard to race, color,religion,sex, or national origin. iii. CONTRACTOR will send to each labor union or representative of workers with which it has a collective bargaining agreement or other agreement or understanding, a notice to be provided advising the said labor union or workers' representatives of the CONTRACTOR'S commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. iv. CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965,and of the rules,regulations,and relevant orders of the Secretary of Labor. v. CONTRACTOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor for purpose of investigation to ascertain compliance with such rules, regulations, and orders. vi. In the event of the CONTRACTOR'S noncompliance with the nondiscrimination clauses of this AGREEMENT or with any of the said rules, regulations or orders, this AGREEMENT may be canceled, terminated, or suspended in whole or in part and the CONTRACTOR may be declared ineligible for further government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule, regulation, or order of the Secretary of Labor,or as otherwise provided by law. vii. CONTRACTOR will include the portion of the sentence immediately preceding paragraph (1)and the provisions of subparagraphs 1 through 7 in every subcontract or purchase order unless exempted by rules,regulations,or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or contractor. CONTRACTOR will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event CONTRACTOR becomes involved in, or is threatened with,litigation with a subcontractor or contractor as a result of such direction by the administering agency the CONTRACTOR may request the United States to enter into such litigation to protect the interest of the United States. • • d. Davis Bacon and Copeland"Anti-Kickback"Acy,2 CFR§200.326 Appen.II to Part 200(D) If applicable to the work and services performed by CONTRACTOR under the parties' . AGREEMENT: i. Bacon-Davis Act:Applicable to construction or repair of public buildings or public works. see FEMA Public Assistance Program and Policy Guide, Ch.2(V)(G)(2), page 32 (FP 104-009-2/January 2016); Init. AIA Document B101111-2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM'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 severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was "w produced by AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) ii. Copeland "Anti-Kickback" Act: In contracts subject to the Davis-Bacon Act, CONTRACTOR shall comply with the Copeland"Anti-Kickback"Act(40 U.S.C. §3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").The Act provides that the contractor and subcontractor must be prohibited from inducing,by any means,any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. The GOVERNMENT must report all suspected or reported violations to the appropriate Federal agency. If applicable to the work and services performed by CONTRACTOR under the parties' AGREEMENT: i. CONTRACTOR shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R.pt. 3 as may be applicable,which are incorporated by reference into this AGREEMENT. ii. CONTRACTOR or subcontractor shall insert in any subcontract the clause above and such other clauses as FEMA may by appropriate instructions require,and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The CONTRACTOR shall be responsible for the compliance by any subcontractor or lower tier subcontract with all of these contract clauses. iii. A breach of the AGREEMENT clause above may be grounds for termination of the AGREEMENT, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12. e. Contract Hours and Safety Standards Act,2 CFR §200.326 Appendix II to Part 200(E) (40 U.S.C. 3701-3708) Contracts in excess of$100,000 that involve the employment of mechanics or laborers shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).Under 40 U.S.C. 3702 of the Act,each contractor and its subcontractors shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. i. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-halftimes the basic rate of pay for all hours worked in excess of forty hours in such workweek. ii. Violation: liability for unpaid wages: liquidated damages. In the event of any violation of the clause set forth in paragraph (A) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States(in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for A1A Document 8101 T"—2017.Copyright.1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This m it. AIA" Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document.of any 26 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic,including watchmen and guards,employed in violation of the clause set forth in paragraph(A)of this section,in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(A)of this section. iii. Withholding for unpaid wages and liquidated damages. The GOVERNMENT shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor,or any other federally-assisted contract subject to the Contract Work. Hours and Safety Standards Act,which is held by the same prime contractor,such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(B)of this section. iv. The contractor and subcontractor shall insert in any subcontract the clauses set forth in paragraphs(A)through(D)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. f. Rights to Inventions Made Under A Contract or Agreement,2 CFR§200.326 Appendix II to Part 200(F) If applicable to the work and services performed by CONTRACTOR under the parties' AGREEMENT and if the Federal award meets the definition of"funding agreement"under 37 CFR§401.2(a)and the GOVERNMENT wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties,assignment or performance of experimental, developmental, or research work under that "funding agreement," the GOVERNMENT must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business." g. Clean Air Act and Federal Pollution Control ACT,2 CFR§200.326 Appendix II to Part 200 (G) CONTRACTOR shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). CONTRACTOR shall include the foregoing requirements in each subcontract exceeding $100,000. h. Energy Efficiency and Conservation,2 CFR§200.326 Appendix II to Part 200(H) If applicable to the work and services performed by CONTRACTOR under the parties' AGREEMENT, CONTRACTOR shall comply with the mandatory standards and policies of the state regulation promulgated in accordance with the Energy Policy and Conservation Act (42 U.S.C. §6201). Init. AIA Document 8101 TM-2017.Copyrights 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This Alike Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 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 Z7 produced by AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/2712020,and is not for resale. User Notes: (1836073578) i. Debarment and Suspension,2 CFR§200.326 Appendix II to Part 200(I) i. This AGREEMENT is a covered transaction for purposes of 2 C.F.R.pt. 180 and 2 C.F.R. pt.3000. As such,the CONTRACTOR is required to verify that none of the contractor,its principals(defined at 2 C.F.R. § 180.995), or its affiliates(defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). ii. The CONTRACTOR must comply with 2 C.F.R.pt. 180,subpart C and 2 C.F.R.pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. iii. This certification is a material representation of fact relied upon by GOVERNMENT. If it is later determined that the CONTRACTOR did not comply with 2 C.F.R.pt. 180,subpart C and 2 C.F.R.pt.3000,subpart C, in addition to remedies available to GOVERNMENT, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. iv. The CONTRACTOR agrees to comply with the requirements of 2 C.F.R.pt. 180,subpart C and 2 C.F.R. pt. 3000, subpart C AGREEMENT is valid and throughout the period of performance. The CONTRACTOR further agrees to include a provision requiring such compliance in its lower tier covered transactions. j. Byrd Anti-Lobbying Amendment,2 CFR§200.326 Appendix II to Part 200 (J) CONTRACTOR must file with the GOVERNMENT the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.If not provided with the bid response, CONTRACTOR must complete and submit the Certification Regarding Lobbying Form. k. Procurement of Received Materials,2 CFR§200.326 Appendix II to Part 200(K)and 2 CFR §200.322) A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act.The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the highest percentage of recovered materials practicable,consistent with maintaining a satisfactory level of competition,where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000;procuring solid waste management services in a manner that maximizes energy and resource recovery;and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines". (Table deleted) Abs,Document B101 T"—2017.Copyright©1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This Init. AIA Document is protected by U.S,Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document,or any 28 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578) Additions and Deletions Report for AIA®Document B101 rM— 2017 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 22:45:17 ET on 02/27/2019. PAGE 1 AGREEMENT made as of the Fourth day of February in the year Two Thousand Nineteen Port Arthur Economic Development Corporation(PAEDC) 501 Procter Street STE 100 Port Arthur,TX 77640 Telephone Number:(409)963-0579 Architect's Studio PLLC 501 Procter Street,Suite#324 Port Arthur,TX 77640 Telephone Number: (409)960-9397 Center of Community and Business Development 549 4th Street Port Arthur,TX 77640 PAGE 2 Owner's preliminary program includes office space,hospitality educational center, café,and white box for future development. Property includes a vacant two story building of approximately forty three thousand(43,000)square feet located in Downtown Port Arthur.The original function of the building was a newspaper office and fabrication space.The exterior of the building is composed of masonry brick and metal panels. Four million five hundred thousand dollars(4,500,000.00) PAGE 3 To Be Determined. To Be Determined. Additions and Deletions Report for AIA Document B101 n,—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects. All rights reserved.WARNING:This AIM 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 severe civil and criminal penalties,and will be prosecuted to the maximum extent 1 possible under the faw.This document was produced by AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) To Be Determined. To Be Determined. AIA Document A133-2009,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price.Construction Manager will be procured with seventy five percent completed construction drawings. None. Floyd Batiste,Chief Executive Officer 501 Procter Street#100 Port Arthur,TX 77640 Telephone Number:(409)963-0579 Mobile Number: (409)330-1870 Email Address:fbatiste(a,paedc.org To Be Determined. To Be Determined. PAGE 4 To Be Determined. To Be Determined. Alam Farias 501 Procter Street, Suite#324,Port Arthur,TX 77640 Telephone Number: (409)960-9397 Additions and Deletions Report for AIA Document B101 T"—2017.Copyright©1974,1978,1987,1997.2007 and 2017 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 2 distribution of this AIADocument,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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) Email Address:afarias@,architectsstudiotx.com Fittz&Shipman,Inc. 1405 Cornerstone Ct.Beaumont,TX 77706 Telephone Number:(409)832-7238 Owen Taylor Engineering Todd Taylor 105 S. Village Street,Woodville,TX 75979 Owen Taylor Engineering Todd Taylor 105 S.Village Street,Woodville,TX 75979 PAGE 5 To Be Determined. To Be Determined. • , • - -- , . .._ • -.- ', . . _ . . §2.5.1 Commercial General Liability with policy limits of not less than One Million Dollars($ 1,000,000.00)for each occurrence and One Million Dollars($ 1,000,000.00)in the aggregate for bodily injury and property damage. §2.5.2 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Architect with policy limits of not less than One Million Dollars($ 1,000,000.00)per accident for bodily injury,death of any person,and property damage arising out of the ownership,maintenance and use of those motor vehicles,along with any other statutorily required automobile coverage. Additions and Deletions Report for AIA Document B101'"—2017.Copyright C 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects. All rights reserved.WARNING:This AIA5'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 3 distribution of 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 AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) §2.5.5 Employers'Liability with policy limits not less than One Million Dollars($ 1,000,000.00)each accident,One Million Dollars($ 1,000,000.00)each employee,and One Million Dollars($ 1,000,000.00)policy limit. §2.5.6 Professional Liability covering negligent acts,errors and omissions in the performance of professional services with policy limits of not less than One Million Dollars($ 1,000,000.00)per claim and Two Million Dollars($ 2,000,000.00)in the aggregate. PAGE 11 §4.1.1.1 Programming Owner §4.1.1.2 Multiple preliminary designs Architect §4.1.1.3 Measured drawings Architect §4.1.1.4 Existing facilities surveys Owner §4.1.1.5 Site evaluation and planning Owner §4.1.1.6 Building Information Model management Not Provided responsibilities §4.1.1.7 Development of Building Information Models for Not Provided post construction use §4.1.1.8 Civil engineering Architect §4.1.1.9 Landscape design Not Provided §4.1.1.10 Architectural interior design Not Provided §4.1.1.11 Value analysis Not Provided §4.1.1.12 Detailed cost estimating beyond that Not Provided required in Section 6.3 §4.1.1.13 On-site project representation Not Provided §4.1.1.14 Conformed documents for construction Architect §4.1.1.15 As-designed record drawings Architect §4.1.1.16 As-constructed record drawings Not Provided §4.1.1.17 Post-occupancy evaluation Not Provided §4.1.1.18 Facility support services Not Provided §4.1.1.19 Tenant-related services Not Provided §4.1.1.20 Architect's coordination of the Owner's Architect consultants §4.1.1.21 Telecommunications/data design Owner §4.1.1.22 Security evaluation and planning Owner §4.1.1.23 Commissioning Not Provided §4.1.1.24 Sustainable Project Services pursuant to Section Not Provided 4.1.3 ' §4.1.1.25 Fast-track design services Not Provided §4.1.1.26 Multiple bid packages Not Provided §4.1.1.27 Historic preservation Not Provided §4.1.1.28 Furniture,furnishings,and equipment design Not Provided §4.1.1.29 Other services provided by specialty Consultants Not Provided §4.1.1.30 Other Supplemental Services Not Provided Texas Accessibility Standard Review By Texas Department Supplemental Service of Licensing_and Regulation Surveys Owner Geotechnical Engineering Owner Additions and Deletions Report for AIA Document B101"'-2017.Copyright C1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects. All rights reserved.WARNING:This AIA4' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 4 distribution of 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 AIA software at 22:45:17 ET on 02/27/2019 under Order No.9318812892 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) PAGE 12 Services are self-descriptive. Services are self-descriptive. PAGE 13 .1 Three(1)reviews of each Shop Drawing,Product Data item,sample and similar submittals of the Contractor .2 Twenty Eight(28)visits to the site by the Architect during construction .3 Three(3 )inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 Three( J inspections for any portion of the Work to determine final completion. PAGE 14 §4.2.5 If the services covered by this Agreement have not been completed within fifteen( 15)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. PAGE 17 [J Litigation in a court of competent jurisdiction PAGE 19 licensing fee.} .. _ .. - . .. .1 Termination Fee: PAGE 20 $10.9.1 Federal Laws applicable to this Project are listed below. For expansion of the applicable provisions please refer to the Attachment A of this Agreement Additions and Deletions Report for AIA Document 8101 TM-2017.Copyright©1974,1978,1987,1997,2007 and 2017 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 5 distribution of this AIA6 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) Termination of Rights,2 CFR&200.326 Appendix H to Part 200(_B) Equal Employment Opportunity Clause(2 CFR§200.326 Appendix H to Part 200(C) Davis Bacon and Copeland"Anti-Kickback"2 CFR§200.326 Appendix II to Part 200(D) Energy Efficiency and Conservation,2 CFR$200.326 Appendix II to Part 200(H) Debarment and Suspension,2 CFR$200.326 Appendix II to Part 200(I) Byrd Anti-Lobbying Amendment,2 CFR§200.326 Appendix II to Part 200(J) Agreements With Small and Minority Businesses,Women's Business Enterprises,and Labor Surplus Area Firms(2 CFR$200.321) .2 Perces tage Basis (Insert percentage value) 3 Other (Describe the method of compensation)Three Hundred Thousand Dollars and NO/100 ($300,000.00) See Section 11.7. PAGE 21 See Section 11.7. §11.4 Compensation for Supplemental and 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 follows: See Section 11.7. Schematic Design Phase Fifteen percent ( 15 %) Design Development Phase Twenty percent ( 20 %) Construction Documents Thirty-Five percent ( 35 %) Phase Procurement Phase Five percent ( 5 %) Construction Phase Twenty-Five percent ( 25 %) See Below: Principal Architect $ 130.00/hour Proiect Architect $ 100.00/hour Construction Administrator $80.00/how Additions and Deletions Report for AIA Document B101'11-2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects. All rights reserved.WARNING:This AIA5 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 6 distribution of this AIAe 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 22:45:17 ET on 02/27/2019 under Order No.9318612692 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) Interior Designer $70.00/hour Associate $60.00/hour CADD Draftsman $40.00/hour Clerical $30.00/hour PAGE 22 §11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus One and one-tenth percent( 1.10%)of the expenses incurred. To Be Determined. §11.10.1.1 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. • §11.10.2.1 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. 12%per annum To Be Determined. PAGE 23 indicated--bele This Agreement entered into as of the day and year first written above. OWNER(Signature) ARCHITECT(Signature) Floyd Batiste,Chief Executive Officer Alam Farias Architect (Printed name and title) IPrinted name, title,and license number, if required) Additions and Deletions Report for AIA Document 8101 TM—2017.Copyright®1974,1978,1987,1997,2007 and 2017 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 Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent 7 possible under the law.This document was produced by AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1838073578) ATTACHMENT A 1. FEDERAL LAWS IF APPLICABLE TO THE WORK AND SERVICES BEING PERFORMED BY PROPOSER UNDER THE AGREEMENT BETWEEN PROPOSER AND DISTRICT,THE FOLLOWING PROVISIONS ARE ADOPTED AND FORM PART OF ANY SUCH AGREEMENT (CONTRACTOR IN THE FOLLOWING CLAUSES IS DENOMINATED AS THE PROPOSER OF THE SERVICES): a. Damages, 2 CFR X200.326 Appendix II to Part 200(A) i. All work to be performed under this AGREEMENT shall be timely commenced.A breach of this AGREEMENT by Contractor would cause substantial delay in the completion of the required services affecting the safety and welfare of the public. ii. In the event of Contractor's breach of its performance obligations,District shall have all rights and remedies against Contractor as provided by law. b. Termination of Rights,2 CFR 4200.326 Appendix II to Part 200(B) - •- :.: - • • _ • :: : • : ••• •• •• • . Termination for Convenience: Whenever the interests of the District so require, District may terminate the parties' Agreement, in whole or in part, for the convenience of the District. District shall give Contractor thirty (30) days prior written notice of termination specifying the portions of the Additions and Deletions Report for AIA Document B101111—2017.Copyright®1974,1978,1987,1997,2007 and 2017 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 8 distribution of this AIA5 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) Agreement to be terminated and when such termination will become effective.If only portions of the parties'agreement are terminated,Contractor has the right to withdraw from the parties' Agreement,without adverse action or claims.In the event of a termination for convenience by District,Contractor shall be entitled to payment for all work and services performed by it up to the effective date of such termination. Termination for Cause: The District may,by written notice of default to Contractor,terminate the parties'Agreement,in whole or in part,_if the Contractor fails to satisfactorily perform any provisions of the parties'agreement after a period of ten(10)following Contractor's receipt of a Notice of Deficiency provided by District. c. Equal Employment Opportunity Clause(2 CFR§200.326 Appendix II to Part 200(C)) If applicable to the work and services performed by CONTRACTOR under the AGREEMENT,during the performance of the AGREEMENT,CONTRACTOR shall comply with the Equal Employment Opportunity Clause(41 CFR 60-1.4(b)): i. CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;and selection for training,including apprenticeship. AGREEMENTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. ii. CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR,state that all qualified applicants will receive considerations for employment without regard to race, color,religion,sex,or national origin. iii. CONTRACTOR will send to each labor union or representative of workers with which it has a collective bargaining agreement or other agreement or understanding,a notice to be provided advising the said labor union or workers' representatives of the CONTRACTOR'S commitments under this section,and shall post copies of the notice in conspicuous places available to employees and applicants for employment. iv. CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,regulations,and relevant orders of the Secretary of Labor. .3 Exhibits: CONTRACTOR will furnish all information and reports required by Executive Order 11246 of September 24,_1965,and by rules,regulations,and orders of the Secretary of Labor for purpose of investigation to ascertain compliance with such rules,regulations, and orders. vi. In the event of the CONTRACTOR'S noncompliance with the nondiscrimination clauses of this AGREEMENT or with any of the said rules, regulations or orders, this AGREEMENT may be canceled, terminated, or suspended in whole or in part and the CONTRACTOR may be declared ineligible for further government contracts or federally Additions and Deletions Report for AIA Document B101""—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects. All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 9 distribution of 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 AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule, regulation,or order of the Secretary of Labor,or as otherwiseprovided by law. ._ • _ , U,, _ ' -- - .. _. ._ • .._. - _ :vii. CONTRACTOR will include the portion of the sentence immediately preceding paragraph (1) and the provisions of subparagraphs 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or contractor. CONTRACTOR will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or contractor as a result of such direction by the administering agency the CONTRACTOR may request the United States to enter into such litigation to protect the interest of the United States. d. Davis Bacon and Copeland"Anti-Kickback"Acy,2 CFR 4200.326 Appen.II to Part 200(D) If applicable to the work and services performed by CONTRACTOR under the parties' AGREEMENT: i. Bacon-Davis Act:Applicable to construction or repair of public buildings or public works. see FEMA Public Assistance Program and Policy Guide, Ch.2(V)(G)(2), page 32 (FP 104-009-2/January 2016)1 - . _ - ' . .._. . Copeland "Anti-Kickback" Act: In contracts subject to the Davis-Bacon Act, CONTRACTOR shall comply with the Copeland "Anti-Kickback" Act(40 U.S.C. $3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").The Act provides that the contractor and subcontractor must beprohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The GOVERNMENT must report all suspected or reported violations to the appropriate Federal agency. If applicable to the work and services performed by CONTRACTOR under the parties' AGREEMENT: e. _ - . •.•- . :. . _. •• _ . • • _ __ -• :i. CONTRACTOR shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this AGREEMENT. _ -_. . - ••.• .__ •- . . . ii. CONTRACTOR or subcontractor shall insert in any subcontract the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The CONTRACTOR shall be responsible for Additions and Deletions Report for AIA Document 131011u—2017.Copyright©1974,1978,1987,1997,2007 and 2017 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 10 distribution of 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 AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) the compliance by any subcontractor or lower tier subcontract with all of these contract clauses. iii. A breach of the AGREEMENT clause above may be grounds for termination of the AGREEMENT, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12. e. Contract Hours and Safety Standards Act,2 CFR§200.326 Appendix II to Part 200(E)(40 U.S.C. 3701-3708) Contracts in excess of$100,000 that involve the employment of mechanics or laborers shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).Under 40 U.S.C.3702 of the Act,each contractor and its subcontractors shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. i. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-halftimes the basic rate of pay for all hours worked in excess of forty hours in such workweek. ii. Violation: liability for unpaid wages: liquidated damages. In the event of any violation of the clause set forth in paragraph(A) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States(in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic,including watchmen and guards,employed in violation of the clause set forth in paragraph(A)of this section,in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(A)of this section. iii. Withholding for unpaid wages and liquidated damages. The GOVERNMENT shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor,or any other federally-assisted contract subject to the Contract Work. Hours and Safety Standards Act,which is held by the same prime contractor,such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(B)of this section. iv. The contractor and subcontractor shall insert in any subcontract the clauses set forth in paragraphs(A)through(D)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. Additions and Deletions Report for AIA Document B101 To—2017.Copyright®1974,1978,1987,1997,2007 and 2017 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 11 distribution of 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 AIA software at 22:45 17 ET on 02/27/2019 under Order No.9316612692 which expires on 02127/2020, and is not for resale. User Notes: (1836073578) f. Rights to Inventions Made Under A Contract or Agreement,2 CFR 4200.326 Appendix II to Part 200(F) ' ::•. - • ' . ' - • •• •• • . If applicable to the work and services performed by CONTRACTOR under the parties' AGREEMENT and if the Federal award meets the definition of "funding agreement" under 37 CFR 4401.2 (a) and the GOVERNMENT wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties,assignment or performance of experimental, developmental, or research work under that "funding agreement," the GOVERNMENT must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business." g. Clean Air Act and Federal Pollution Control ACT,2 CFR 4200.326 Appendix II to Part 200 (G) CONTRACTOR shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). CONTRACTOR shall include the foregoing requirements in each subcontract exceeding $100,000. h. Energy Efficiency and Conservation,2 CFR 4200.326 Appendix II to Part 200(H) If applicable to the work and services performed by CONTRACTOR under the parties' AGREEMENT, CONTRACTOR shall comply with the mandatory standards and policies of the state regulation promulgated in accordance with the Energy Policy and Conservation Act (42 U.S.C. $ 6201). i. Debarment and Suspension, 2 CFR$200.326 Appendix II to Part 200(I) i. This AGREEMENT is a covered transaction for purposes of 2 C.F.R.pt. 180 and 2 C.F.R. pt.3000. As such,the CONTRACTOR is required to verify that none of the contractor,its principals(defined at 2 C.F.R. $ 180.995), or its affiliates(defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. 180.935). ii. The CONTRACTOR must comply with 2 C.F.R.pt. 180,subpart C and 2 C.F.R.pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. __ _• .•.: : .: . _ ... - --- .:. :.iii. This certification is a material representation of fact relied upon by GOVERNMENT. If it is later determined that the CONTRACTOR did not comply with 2 C.F.R.pt. 180,subpart C and 2 C.F.R.pt. 3000, subpart C, in addition to remedies available to GOVERNMENT, the Federal Government may pursue available remedies,including but not limited to suspension and/or debarment. iv. The CONTRACTOR agrees to comply with the requirements of 2 C.F.R.pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C AGREEMENT is valid and throughout the period of performance. The CONTRACTOR further agrees to include a provision requiring such compliance in its lower tier covered transactions. Additions and Deletions Report for AIA Document 6101"4—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects. All rights reserved.WARNING:This AIA'rDocument is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 12 distribution of this Alike Document.or any portion of R.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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1836073578) j. Byrd Anti-Lobbying Amendment,2 CFR 4200.326 Appendix II to Part 200(J) CONTRACTOR must file with the GOVERNMENT the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. If not provided with the bid response, CONTRACTOR must complete and submit the Certification Regarding Lobbying Form. k. Procurement of Received Materials,2 CFR 4200.326 Appendix II to Part 200(K)and 2 CFR §200.322) A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act.The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the highest percentage of recovered materials practicable,consistent with maintaining a satisfactory level of competition,where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000;procuring solid waste management services in a manner that maximizes energy and resource recovery;and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines". OWNS ARCHITECT(Signa °e) 4. •" • " . r = = ' •mher, if rcquired) Additions and Deletions Report for AIA Document B1011"—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects. All rights reserved.WARNING:This AIA$Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 13 distribution of this AIM'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted tote maximum extent possible under the law.This document was produced by AIA software at 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020, and is not for resale. User Notes: (1838073578) Certification of Document's Authenticity AIA®Document D401 TM — 2003 1, ,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 22:45:17 ET on 02/27/2019 under Order No.9316612692 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA®Document B101 TM—2017,Standard Form of Agreement Between Owner and Architect,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. . 1 (Signed) W-WCA?Al L 49-Ci L CT (Title) 02-127/201� (Dated)I AIA Document D401 TM—2003.Copyright 01992 and 2003 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 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 22:45:17 ET on 02/27/2019 under Order No.9316612692 which expires on 02/27/2020,and is not for resale. User Notes: (1836073578)