HomeMy WebLinkAboutPR 21052: EDC, ARCHITECT'S STUDIO PLLC Interoffice
MEMORANDUM
To: Mayor, City Council;C' anager
From: Floyd Batiste, CEO
Date: September 17, 2019
Subject: P.R. No. 21052; Council Meeting of September 24, 2019
ATTACHED IS PROPOSED RESOLUTION NO. 21052, A
RESOLUTION AMENDING THE PROFESSIONAL SERVICE
CONTRACT BETWEEN THE CITY OF PORT ARTHUR
SECTION 4A ECONOMIC DEVELOPMENT CORPORATION
AND ARCHITECT'S STUDIO PLLC OF PORT ARTHUR,
TEXAS, IN AN AMOUNT NOT TO EXCEED $200,000
MAKING THE CONTRACT A LUMP SUM FEE OF $500,000
AND THE REIMBURSABLE EXPENSES NOT TO EXCEED
$50,000
P.R. No. 21052
9/10/2019 fb
RESOLUTION NO.
A RESOLUTION AMENDING THE PROFESSIONAL
SERVICE CONTRACT BETWEEN THE CITY OF PORT
ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION AND ARCHITECT'S STUDIO PLLC OF
PORT ARTHUR, TEXAS, IN AN AMOUNT NOT TO EXCEED
$200,000 MAKING THE CONTRACT A LUMP SUM FEE OF
$500,000 AND THE REIMBURSABLE EXPENSES NOT TO
EXCEED$50,000. FUNDING AVAILABLE IN EDC ACCOUNT
NO. 120-1429-582.82-00.
WHEREAS, it was deemed in the best interest of the citizens of Port Arthur to enhance
the appearance of the downtown area and to create an environment conductive 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 rehabilitate the
Port Arthur News Building (the "Property") into The Center for Community and Business
Development in downtown Port Arthur; and
WHEREAS, per Resolution 19-101, the City Council approved PAEDC to pursue the
building development plan with Architect's Studio PLLC to retrofit the Property at 549 4th Street
with a preliminary construction budget of$5,543,819.00; and
WHEREAS, Architect's Studio PLLC identified additional work that needed to be
completed on the Property as follows:
1. The building consists of four additions and construction types. Each construction type will
need to be modified to allow the current approved program.
2. One-third of the building is constructed with wood. The existing wood structures badly
deteriorated due to many years of moisture infiltration. Also, a primary wood structure is
not allowed in accordance to the 2015 International Building Code for the propose function
of the building. A new two-story steel structure will need to be designed and installed in
lieu of wood.
3. The existing foundation has many elevation changes that will need to be resolved. Over
half of the foundation will need to be saw cut and replaced.
4. The existing mechanical, electrical and plumbing systems are deteriorated to the point
where complete removal and new installation will be required.
5. The entire deteriorated roof system will need to be removed and replaced.
6. The current approved scope of work and occupancy increased from 60%percent to 100%.
WHEREAS, due to the $1,625,000 increase in project cost, the professional service
contract with Architect's Studio PLLC must be amended to reflect the increase in professional
service fees; and
WHEREAS, at a special Board meeting on September 9, 2019, the PAEDC Board of
Directors voted to amend its professional service contract with Architect's Studio PLLC of Port
Arthur, Texas; and
WHEREAS, at the special Board meeting on September 9, 2019, the PAEDC Board of
Directors also voted that the amount of the contract shall be increased to $500,000.00, 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 amend its 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 be increased
to $500,000.00, 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.
41685858 Page 2
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:
AYES:
Mayor
Councilmembers
NOES: .
Thurman Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVE
A
Floyd Batiste,'AEDC CEO
APPROV S TO FORM:
S..o A'difr°1
Guy N. Goodson, PAEDC Attorney
#1685858 Page 3
APPROVED AS TO FORM:
Valecia R. Tizeno, City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS;
CAA
Kandy Dani 1, Interim Finance Director
#1685858 Page 4
AIA Document B101724 - 2017
Standard Form of Agreement Between Owner and Architect
AGREEMENT made as of the«I nria-»day of<< hru<_r. »in the year«T wo Thousand Nineteen-»
(In words, indicate day, month and year.)
BETWEEN the Architect's client identified as the Owner:
(Name, legal status, address and other information) ADDITIONS AND DELETIONS:
The author of this document
«Port Arthur Economic Development Corporation(PA£DC)-»« » has added
needed for its information
completion.
«501 Procter Street STE 100 Port Arthur, TX 77640-» The author may also have
< Felephone Number:(409).963-0579-» revised the text of the
» original AIA standard form.
An Additions and Deletions
Report that notes added
and the Architect: information as well as
(Name, legal status, address and other information) revisions to the standard
form text is available from
the author and should be
«Architect's Studio PLLC-»« » reviewed.
«501 Procter Street,Suite i324 Port Arthur,TX 77640-b This document has important
a telephone Number:(409)960-9397-» legal consequences.
« » Consultation with an
attorney is encouraged with
for the following Project: respect to its completion
or modification.
(Name, location and detailed description)
«Center of Community and Business Development>
«549 4th Street Port Arthur,TX 77640»
«»
The Owner and Architect agree as follows.
1r)/
ELECTRONIC COPYING of any
portion of this AIA« Document
to another electronic file is
prohibited and constitutes a
violation of copyright laws
as set forth in the footer of
this document.
AIA Document B103e1 - 2017. Copyright 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.
WARNING: This ASA' Doca:.aent is protected by U.S. Copyright Law and International Trestles. 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 law. This draft was produced by AIA software at 08:53:57 ET on 02/04/2039 under Order No.7019924116 which expires on
12/18/2019, end is not for resale.
User Motes:
12651336567)
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, identO 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:
(IdentO 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 buildine was a newspaper office and fabrication space.The
exterior of the buildine 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 hundredth red-th.. '.:: :0 : ,"!!,!!6..! seven million two hundred seventy five thousand
dollars I$7.275.000.00j»
AIA Document 11101.— 2017. Copyright 62 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights rssarved.
WARNING: This AIA. Document is protected ty U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribut-on of
this AIA. Document, or any portion of it, may result in severe civil and crim'nal Ienaltinn, and will be prosecuted tc the r.._ N./-cot 2
possible under the law. Thi draft was produced by AIA software at 08:53:57 ET on 02/04/2019 under Order No.1819924116 which expireson
12/18/2019, and is not for resale.
User Notes:
(1651336567)
§ 1.1.4 The Owner's anticipated design and construction milestone dates:
.1 Design phase milestone dates,if any:
«To Be Determined.-»
.2 Construction commencement date:
«To Be Determined.-a>
.3 Substantial Completion date or dates:
«To Be Determined.-»
.4 Other milestone dates:
((1"0 Be Determined.-»
§ 1.1.5 The Owner intends the following procurement and delivery method for the Project:
(Idents 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.)
«AlA 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 seventh five percent completed construction drawings.»
§ 1.1.6 The Owner's anticipated Sustainable Objective for the Project:
(Idents and describe the Owner's Sustainable Objective for the Project, if any.)
(<None.-»
§ 1.1.6A - - e - --. _,•_ •. _-and A h; et hon e-emplete-and-ineorperate
A 1 A D, t E2O4Tu 241 . . .. •. • . • - - • • ent- • e. .. .. _
• • . .. .. t. :_.• . . . . _ . • _ -•• ,the-Owner
au41 • a -. .. . a • _ - __ - • 2! - . ntfacte
§ 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-r►
«Email Address:fbatiste(dpaedc.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)
ALA Document 8101" - 2017. Copyright CO 1974, 1978, 1987, 1997, 2017 and 2017 by The American Institute of Archltec:s. 711 rights reserved.
wARN:NG: This AiA• Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or diem button of
this AIA. Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extant 3
possible under the law. This draf_ was produced by A1A software at 08:52:57 ET on C2/04/2C19 under Order N0.781992411E which expires on
12/10/2019, and '.s not for resale.
Deer Notes:
(1651336567l
.1 Geotechnical Engineer:
«To Be Determined.-»«
« »
« »
« »
« »
.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 4324, Port Arthur,TX 77640-»
«Telephone Number:(409)960-9397-»
« »
« »
«Email Address: afariasrarchitectsstudiotx.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-xw
«-Todd Taylor-»
«105 S.Village Street, Woodville.TX 75979-»
« )>
« »
.3 Electrical Engineer:
«Owen Taylor Eneineering»« »
«Todd Taylor-»
ASA Document 510101 - 2017. Copyright 0 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights swerved.
WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorirec 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 4
possible under the law. This draft was produced by AIR software at 06:53:57 ET on 02/04/2019 under Order No.7819924116 which expires on
12/18/2019, and is not for resale.
User Notes:
(1651336567)
«105 S.Villaee Street. Woodville. TX 75979-»
« »
« »
§ 1.1.11.2 Consultants retained under Supplemental Services:
«ToBe 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.
lr}femiation-M:: . : D' • . !. . • - , . - • •. . • . . .. .. •_ , - - _ ••
§ 1.3.1 Any use of or .• .•• • - . •: :• - . . . • :11 .. -- •
forth in ALA Document E203TM 20137-9 .' • :---. •:• ‘,... . '' '. . ••.• , _ -
AlA Document G202TM 2013, ' • _. _ • . . '. .: • • - - - , . . ._ .
_ .. • ' - .. : .. - . . ani-the-author--(-4
.. . -. - •• ' formation-model;-and • •_ -. -
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 NlillionDollars-»($«1_000,000.00
)for each occurrence and«One Million Dollars--»($« u.00 »)in the aggregate for bodily injury and
property damage.
AIA Document 81010—2017. Copyright 0 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. A11 rights reserved.
WARNING: This A:A• DocumenL is protected by U.S. Copyright Law and International TreaLies. Unauthorized reproductica or distribution of
this AAA. Document, or any portion of it, may result in severe civiland criminal penalties. and n li he prosecuted to the ,raximum extent 5
possible under the law. This draft was produced by ASA software at 08:53:57 ET on 02/04/2019 under Order No.7819924116 which expires on
12/18/2019, and is not for resale.
User Motes:
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§ 2.5.2 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Architect with policy
limits of not less than«One Million Dollars-»($«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--»(S«1,000,000.00-»)each
accident,«One Million Dollars-»($«1 000.000.00-»)each employee,and<cOne Million Dollars-»($
u1,000,000.00-»)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-n($«1,000.000.00-»)per claim and«Two
Million Dollars-n($<2,000,000_i »)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 compliancewith 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.
ALA Document 8101..—2017. Copyright O 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.
EARNING: This AIA' Document is protected by U.S. Copyright Law and International Treatise. Unauthorized reproduction or cistribution of
this AIA• Document, or any portion of it, nay result in severe civil and criminal penalties, and will he precscuted to the maximum extent 6
possible under the law. This draft was produces by AIA software at 08:53:57 ET or. 02/04/2019 under Order No.7619924116 which expires on
12/18/2019, and is not for resale.
Wer Notes;
(1651336567)
§ 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.
§ 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discusswith 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 drawingsand 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.
AIA Document 81010,—2017. Copyright C 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Cocwnent is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of
this AIA. Document, or any portion of it, .ray result in severe civil and crininal penalties. and will be prosecuted to the maximum extent 7
possible under the law. This draft was produced by AIA software at 08:53:57 ET on 02/04/2019 under Order No.7019924116 which expires on
12/18/2019, and is not for resale.
timer Notes:
(1651336567)
§ 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.
§ 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.
Al?.Document 8101w- 2017. Copyright 0 1974. 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. A11 rights reserved.
EARNING. This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or d,,
this AIA' Document, or any portion of it, may result in severe evil and criminal penalties, and will to prosecuted to th.: :-_.. 8
possible under the law. This draft was produced by AIA software at 09:53:57 ET on 02/04/2019 under Order No.7819924116 which expires on
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Omar Notes:
(105233656!)
§ 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 ALA Document A201TA1_2017,General Conditions of the Contract for Construction.If the Owner
and Contractor modify ALA Document A201 2017,those modifications shall not affect the Architect's services
under this Agreement unless the Owner and the Architect amend this Agreement.
§ 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services.The
Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement.The
Architect shall not have control over,charge of,or responsibility for the construction means,methods,techniques,
sequences or procedures,or for safety precautions and programs in connection with the Work,nor shall the
Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the
Contract Documents.The Architect shall be responsible for the Architect's negligent acts or omissions,but shall not
have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other
persons or entities performing portions of the Work.
§ 3.6.1.3 Subject to Section 4.2 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.
AIA Document B101.—2017. Copyright O 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, nay result in severe civil and criminal penalties, and will be prosecuted to the maximum extent 9
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UNIX Notes: (1651336567)
§ 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 MA 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.
§ 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.
AIA Document B101°1— 2017. Copyright t 1974, 1978, 1987, 199/, 2007 and 2017 ny The Americar. Icstitate of Architects. All rights reserved.
WARNING: This MA* Document is protected by U.S. Copyright Law and International Treatise. tlnaithcrired reprodoctior. -r, of
this AlA' Document, or any portion of it, nay result in severe civil and criminal penalties, and will be prosecuted t_ _:. extent 10
possible under the law. This Craft was produced by AIA software at 08:53:17 ET on 02/04/2019 under Order No.7819924116 wn•rh expires on
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User Notes:
(1657336567;
§ 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:
.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.
ASA Document 8101.-2017. Copyright O 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 11
possible under the law. This draft was produced by AIA software at 08:53:57 ET on 02/04/2019 under Order No.7819924116 which expires on
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(1651336567)
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
§ 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.
AIA Document 8101m—2017. Copyright O 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.
RARNING; :his AIA' Document is protected by U.S. Copyright Law and International Treatises. Unauthorized reproduction or distribution of
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User Notes'
(165]336567)
(Describe in detail the Architect's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit,
identify 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.-0
§ 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;-v
Sewice,-the-&ustainabi-li. - _ . . I, ..•• t. ,. t _ •,- . . -• - - - •--
§ 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 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.
AIA Document 8101m- 2017. Copyright O :974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.
WARNING: This AIA` Doc.unent is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of
this AIA' Document, or any portion cf lt, nay result in severe civil and criminal penalises, and will he proser,ted to the maximum extent 13
possible under the lay. This draft was produced by AIA software at 08:53:57 ET oh 02/04/2019 under Order No.7819924116 which expires on
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User Notes:
11651336567;
.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-»(u28-n)visits to the site by the Architect during construction
.3 «Three-n(a3»)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-»(a3»)inspections for any portion of the Work to determine final completion.
§ 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-»(«I 5-»)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.
ATA Document moist— 2017. Copyright O 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. --Auction or distribution of
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possible under the law. This draft was produced by AIA software at 08:53:57 ET on 02/04/2019 under Order No.7819924116 which expires on
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User Notes:
(1651336567)
§ 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.
§ 5.7 1f-the - • -.':-• -: . ;. .. - -:jeettve-in-Aftivle-l-;MA • •- . . - . -... . -
required in Document E. ! .'
§ 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.
§ 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 ofj 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 52,6.4 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,
ASA Docent 8101.— 2017. Copyright 0 1974, 1978, 1997, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.
WARNING: This AIA' Document is protected by U.S. Copyright Law ar - we. Unauthorized reproduction or distribution of
this AIA• Document, or any por_icn of nay result in severe --- - - ._..... _ :allies, and will be prosecuted tc the maximum extent 15
possible undor the law. This draft was produced by AIA software at 08:53:57 ES on 02/04/2019 under Order No.7819924:16 which expires on
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Mims Notes: (1651336567)
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.
§ 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
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116513365671
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.
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
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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 Iocation 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
[u »] Other:(Specify)
<c »
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.
§ 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
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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.
§ 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.
licensingfce.} - - -
A Termination-Teel
H
§ 9.8 Except as otherwise expressly provided herein,this Agreement shall terminate one year from the date of
Substantial Completion.
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§ 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 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
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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.
4 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 H to Part 200(B)
Equal Employment Opportunity Clause(2 CFR;200.326 Appendix II 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(1)
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 Firmsr2 CFR1200.32I.)
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)
« _ : -: :. .. . e: . . • e' !! _ !!,!!!.!! Five Hundred Thousand Dollars and
NO/100($500,000.00-i►
.2 Percentage-Basis
(Insert percentage value)
— {t�-ir�O,6o€f#leE�wt 's :.e ••- -. , . •. . _. • .-_. .. .
Sectio., 11 c
nwnvn-rr.�
.3 Other
.. ...
§ 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.)
«See Section I I.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«Vii' »percent(«O--»%),or as follows:
(Insert amount of or basis for computing,Architect's consultants'compensation for Supplemental or Additional
Services.)
«See Section 11.7.»
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§ 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 ( « » %)
Design Development Phase «Twenty—» percent ( «. » %)
Construction Documents «Thirty-Five—» percent ( «. » %)
Phase
Procurement Phase «Fide-» percent ( «5-4> %)
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 S 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;
.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;
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.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.
§ 11.9.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architect's consultants plus«one and one-tenth.»percent(« »%)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 2.5, and for which the Owner shall reimburse the Architect)
§ 11.10 Payments to the Architect
§ 11.10.1 Initial Payments
§ 11.10.1.1 An initial payment of« »($« ; »)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 fmal invoice.
. .. .- ...• • -•- - • • •- - . . _ . - other fees payable-te-the
§ 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«I_ r_. » (
« »)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.)
§ 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.)
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 A IA Document BI01TII_2017,Standard Form Agreement Between Owner and Architect
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.3 Exhibits:
- - .-- -- '..- .: - • , . • - toorpor-ated-intothis-Agreement:)
• e a „ - ..
flnse#t-The -. - . . t, •_- .. _. •• . . ..- -
l4 )-
_ _ • • *on 4.1.2.)
--4-*
.4 Other documents:
a--»
This Agreement entered into as of the day and year first written above.
' l, 4111$ /Qa(Ci
OWNER(Signature) ARCHIT ' ignature)
« Floud Batiste-»x Chief Executive Officer-u «Alain Farias-»tt. Architect-»
(Printed name and title) (Printed name, title, and license number, ifrequ;red)
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ATTACHMENT A
L 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§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)day s prior written notice of termination s.peciNing 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 tp Contractor,terminate
the parties'Agreement,in whole or inpart. if the Contractor fails to satisfactoritjy 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))
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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 emplo%ment without regard to their race, color, religion. sex, or national origin.
Such action shall include, but not be limited to the following: Employ meet, 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.
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 suchrules, 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
ALA 0ocument 8101st—2017. Copyright O 1974, 1978, 1967, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.
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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 ma%
direct as ameans 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 ma% request the United States to enter into such
litigation to protect the interest of the United States.
d. Davis Bacon and Copeland"Anti-Kickback"Acv.2 CFR 6200.326 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)(Gt2),:page 32(FP 104-
009-2/Januar% 2016):
ii. Copeland "Anti-Kickback" Act: In contracts subject to the Davis-Bacon Act,
CONTRACTOR shall compl 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 ma% 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 ma% be grounds for termination of the
AGREEMENT, and for debarment as a contractor and subcontractor as provided in 29
C.F.R. 65.12.
e. Contract Hours and Safety Standards Act,2 CFR 6200.326 Appendix II to Part 200(E)(40
U.S.C.3701-3708)
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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 pa} 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 ani 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-haltimes
the basic rate of pay for all hours worked in excess of forty hours in such workweek.
ii. Violation: liability for unpaid wages: 1.4 uidated dam. les. In the event of an 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 an 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
mar 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(B2 of this section.
iv. The contractor and subcontractor shall insert in an 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 Il 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
ATA Document 8101..- 2017. Copyright O 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved.
WARNING: this AIA. Document is protected by U.B. Copyright Law and international Treatise. Unauthorized reproduction or distribution of
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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
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 11 to Part 200 IH)
If applicable to the work and services performed by CONTRACTOR under the parties'
AGREEMENT. CONTRACTOR shall comph with the mandatory standards and policies of
the state regulation promulgated in accordance._with the Energy Policy and Conservation Act
(42 U.S.C.1; 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 G.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 am
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 Confess 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
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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 Section6002 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 energ) and resource recover':and establishing an
affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines".
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