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Ordinance No. 8,176980122 -5 ORDINANCE NO. 8176 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, APPROVING THE SELECTION OF 3D /INTERNATIONAL, INC., TO LEAD ARCHITECTURAL /ENGINEERING TEAM FOR DEVELOPMENT OF THE HOTEL CONFERENCE CENTER AT BAYLAND PARK; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS, pursuant to the Bayland Park Phase 11 Facilities Development Agreement entered into by and between the City of Baytown (the "City") and Senterra Real Estate Group, L.L.C., ( "Senterra "), the City has reserved the right to approve all phases of the development process, including the selection of outside consultants; and WHEREAS, Senterra has selected 3D /International, Inc., to lead architectural /engineering team for the development the hotel and conference center at Bayland Park; and WHEREAS, the City of Baytown interposes not objection to 3D /International, Inc., leading the architectural /engineering team for the development of the hotel and conference center at Bayland Park; and WHEREAS, pursuant to the above- referenced development agreement, Senterra will submit to the City for the City's written approval the compensation package for 3D /International, Inc., once the same is finally negotiated; and WHEREAS, notwithstanding the approval of 3D /International, Inc., the City Council still maintains absolute and final authority to approve all architectural and engineering plans for the development; NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby approves 3D /International, Inc., as selected by Senterra, to lead the architectural /engineering team for the development of the hotel and conference center at Bayland Park. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown, Texas. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown, Texas, this the 22nd day of January, 1998. /,& r !�f� - PETE C. ALFARO, Mayor ATTEST: EILEEN P.•HALL, City Clerk APPROVED AS TO FORM: ACIO RAMIREZ, SR. 1ty Attorney c: \klhM council\ OrdinancMpproving3D14HoicIConferenceCenter .Ordinance T H E AMERICAN INSTITUTE OF ARCHITECTS AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the Twenty—third day of October in the year of Nineteen Hundred and Ninety —Eight BETWEEN the Owner: Edmundson Interests, LLC (Name and address) P.O. Box 130713 Houston, Texas 77219-0713 acting as Agent for Owner, The City of Baytown Baytown, Texas and the Architect: Willis, Bricker & Cannady, Architects, Inc. (Name and address) 5075 Westheimer, Suite 770 Houston, Texas 77056 For the following Project: (Include detailed description of Project, location, address and scope.) A publicly financed corporate conference and training center and associated site development for the City of Baytown, Texas, on a reclamation site located adjacent to the Houston Ship Channel. The conference and training center is to provide an approximately 6,000 square foot meeting room, associated break—out rooms, a kitchen facility, circulation areas and administrative support areas. The total size of the facility is estimated to be approximately 20,000 gross square feet and the construction cost is estimated to be $2,798,500. This conference and training center is to be integrated into the design of a hotel to be constructed adjacent to the project site. Additionally, this project will share certain infrastructure facilities with that hotel and an existing restaurant and marina adjacent to this site. The Owner and Architect agree as set forth below. Copyright 1917, 1926. 1948, 1951. 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 01987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington. D.C. 20006. Reproduction of thc material herein or substantial quotation of its provisions without written permission of the AIA violates thc copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT 8141 • OWNER.ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. N.W., WASHINGTON. D.C. 2000o B141-1987 1 WARNING: Unlicensed photocopying violates U.S. copyright laws end Is subject to legal prosecution. TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of thosc services per- formcd by the Architect, Architect's employees and Architect's consultants as entuncratcd in Articles 2 and 3 of this Agreement and any other services included in Articic 12. 1.1.2 Thc Architect's services shall be performed as cxpcdi- tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of thc Owncr, the Architect shall submit for thc Owner's approval a schcdulc for the performance of the Architect's services which may be adjusted as the Projcct procccds, and shall include allowances for periods of time rcquircd for thc Owner's review and for approval of submissions by authoritics having jurisdiction over the Project. Time limits established by this schedule approved by thc Owner shall not, except for reasonable Qusc, be cxcecdcd by the Architect or Owncr. 1.1.3 Thc services covered by this Agreement are subjcct to the time limitations contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 Thc Architcct's Basic Services consist of thosc described in Paragraphs 2.2 through 2.6 and any othcr scrviccs identified in Artidc 12 as part of Basic Services, and int:ludc normal struc- tural, mechanical and electrical engineering scrviccs. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 Thc Architect shall rcvicw thc program fumishcd by thc Owner to ascertain the requirements of the Projcct and shall arrive at a mutual understanding of such requirements with the Owncr. 2.2.2 Thc Architcct shall providc a prcliminary evaluation of the Owner's program, schedule and construction budget requirements, each in tarns of thc othcr, subject to the limita- tions sct forth in Subparagraph 5.2.1. 2.2.3 Thc Architcct shall review with the Owncr alternative approaches to design and construction of thc Projcct. 2.2.4 Based on thc mutually agreed -upon program, schcdulc and construction budget requirements, the Architcct shall prcparc, for approval by the Owncr, Schematic Design Docu- mcnts consisting of drawings and othcr documents illustrating the scale and relationship of Projcct componenn_s. 2.2.5 Thc Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volumc or othcr unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Dcsign Documents and any adjustments authorized by the Owner in thc program, schedule or construction budget, thc Architcct shall prcparc, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of thc Project as to architectural, struc- tural, mechanical and electrical systems, materials and such othcr cicmcnts as may bc appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approvcd Dcsign Development Docu- ments and any further adjustments in thc scope or quality of thc Project or in the construction budget authorized by thc Owncr, the Architect shall prcparc, for approval by thc Owncr, Construction Documents consisting of Drawings and Spccifica- tions setting forth in detail thc requirements for the construc- tion of the Projcct. 2.4.2 Thc Architect shall assist thc Owncr in thc preparation of the nccrscary bidding information, bidding forms, thc Condi- tions of thc Contract, and thc form of Agreement between thc Owncr and Contractor. 2.4.3 Thc Architect shall advise the Owncr of any adjustments to previous preliminary estimates of Construction Cost indi- cated by changcs in requirements or general markct conditions. 2.4.4 Thc Architect shall assist the Owncr in conncction with thc Owner's responsibility for filing documcnrs required for the approval of governmental authoritics having jurisdiction over the Projcct. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 Thc Architect, following thc Owners approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owncr in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE —ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 Thc Architect's responsibility to providc Basic Services for the Construction Phasc under this Agrccmcnt commences with the award of the Contract for Construction and termi- nates at thc earlier of thc issuance to thc Owncr of the final Certificate for Pavmcnt or 60 days after the date of Substan- tial Completion of thc Work. 2.6.2 The Architect shall provide administration of the Con- tract for Construction as sct forth below and in thc edition of AlA Document A201, Gcncral Conditions of the Contract for Construction, current as of thc date of this Agrccmcnt, unless othcrwisc providcd in this Agrccmcnt. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not bc restricted, modified or extended without written agreement of thc Owner and Architect with consent of thc Contractor. which consent shall not bc unreasonably withheld. AlA DOCUMENT 8141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • G IYM' THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, V.W., WASHINGTON, D.C. _ixiol, WARNING: UnlIcens..d photocopying vtolstss U.S. copyright laws and Is subject to legal prosecution. B141-1987 2 2.8.4 The Architect shall bc a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor is duc, and (2) as an Additional Ser- vice at the Owner's direction from time to time during the cor- rection period described in the Contract for Construction. The Architect shall have authority to act on behalf of the Owncr only to the extent provided in this Agrccmcnt unless otherwise modified by written instrument. 2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architcct in writing to become generally familiar with the progress and quality of the Work completed and to dctcrminc in general if the Work is being performed in a man- ner indicating that thc Work whcn completed will be in accor- dance with thc Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to chcck the quality or quantity of the Work. On the basis of on -site observations as an architect, the Architect shall keep thc Owner informed of the progress and quality of thc Work, and shall endeavor to guard thc Owncr against dcfects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as described in Paragraph 3.2.) 2.6.6 The Architcct shall not have control over or charge of and shall not bc responsible for construction means, mcthods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these arc solcly the Contractor's responsibility under thc Contract for Construction. Thc Architect shall not be responsible for the Contractor's schcdulcs or failure to carry out the Work in accor- dance with the Contract Documcnts. The Architect shall not have control ovcr or charge of acts or omissions of the Contrac- tor, Subcontractors, or their agents or employccs, or of any other persons performing portions of the Work. 2.6.7 Thc Architcct shall at all timcs have access to the Work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been spe- cially authorized, the Owner and Contractor shall communicate through the Architcct. Communications by and with the Archi- tect's consultants shall bc through the Architect. 2.6.9 Based on thc Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall rcvicw and certify the amounts due the Contractor. 2.6.10 The Architect's certification for payment shall consti- tute a representation to the Owner, based on the Architect's observations at thc site as providcd in Subparagraph 2.6.5 and on thc data comprising the Contractor's Application for Pay- ment, that the Work has progressed to the point indicated and that. to thc best of thc Architect's knowledge, information and belief. quality of thc Work is in accordance with thc Contract Documents. Thc foregoing representations arc subject to an evaluation of the Work for conformance with thc Contract Documents upon Substantial Completion, to results of subse- qucnt tests and inspections. to minor deviations from the Con- tract Documents correctable prior to completion and to spe- cific qualifications cxpressed by the Architect. The issuance of a Certificate for Pavmcnt shall further constitute a representation that the Contractor is entitled to payment in thc amount certi- fied. However. thc issuance of a Certificate for Payment shall not be a representation that thc Architcct has (1) made exhaus- rive or continuous on -site inspcctions to check the quality or quantity of the Work, (2) rcvicwcd construction means, meth- ods, techniques, sequences or procedures, (3) rcvicwcd copies of requisitions received from Subcontractors and material sup- pliers and othcr data requested by thc Owner to substantiate thc Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has uscd moncy previously paid on account of the Contract Sum. 2.6.11 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implemcnta- tion of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of thc Work in accordance with the provisions of the Contract Docu- ments, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to excr- cisc such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employccs or other per- sons performing portions of the Work. 2.6.12 The Architect shall review and approvc or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for thc limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Thc Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the con- struction of the Owner or of separate contractors, while allow- ing sufficient time in the Architect's professional judgment to permit adequate rcvicw. Revicw of such submittals is not con- ducted for the purpose of determining thc accuracy and com- pleteness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems dcsigncd by the Contractor, all of which rcmain thc responsibility of the Contractor to the extend required by the Contract Documents. Thc Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architcct, of construction means, mcthods, techniques, sequences or procedures. Thc Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component_ When professional certification of performance characteristics of materials, systems or equipment is rcquircd by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equip- ment will meet thc performance criteria rcquircd by thc Con- tract Documcnts. 2.6.13 Thc Architcct shall prepare Changc Orders and Con- struction Change Directives, with supporting documentation and data if deemed necessary by the Architcct as providcd in Subparagraphs 3.1.1 and 3.3.3, for the Owncr's approval and execution in accordance with the Contract Documcnts, and may authorize minor changes in the Work not involving an adjustment in thc Contract Sum or an extension of the Contract Time which arc not inconsistent with thc intent of the Contra Documents. 2.6.14 Thc .Architect shall conduct inspcctions to dctcrminc the date or dates of Substantial Complction and the date of final completion. shall rccciye and forward to the Owner for thc Owner's review and records written warranties and related documents required by the Contract Documents and assem- bled by the Contractor. and shall issue a final Ccrtificatc for Pay- ment upon compliance with the requirements of the Contract Documents. ALA DOCUMENT 8141 • OWNER•ARCHITECT .AGREEMENT • FOURTEENTH EDITION • MA• • ©1487 3 B141-1987 THE ANERICAN INSTITUTE OF ARCHITECTS. 1'35 NEW YORK AVENUE. N w., WASHINGTON. O.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright lawn and is subject to legal prosecution. 2.8.15 The Architect shall interpret and decide matters con- cerning performance of thc Owner and Contractor under the requirements of thc Contract Documents on writtcn request of either thc Owner or Contactor. Thc Architect's response to such requests shall be madc with reasonable promptncss and within any time limits agreed upon. 2.6.16 Interpretations and dccisions of the Architect shall be consistent with the intent of and reasonably inferable from thc Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial deci- sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2.6.17 Thc Architect's decisions on matters rclating to aesthe- tic effect shall be final if consistent with the intent expressed in thc Contract Documents. 2.6.18 Thc Architect shall rcndcr writtcn decisions within a reasonable time on all claims, disputes or other mattcrs in qucs- tion between thc Owner and Contractor relating to thc execu- tion or progress of the Work as provided in the Contract Documents. 2.6.19 Thc Architcct's dccisions on claims, disputes or other matters, including those in question between thc Owner and Contractor, except for those relating to aesthetic effect as pro- vidcd in Subparagraph 2.6.17, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 Thc services described in this Article 3 arc not included in Basic Scrviccs unless so idcntified in Articic 12, and thcy shall bc paid for by the Owncr as provided in this Agreement, in addition to the compensation for Basic Services. Thc services described undcr Paragraphs 3.2 and 3.4 shall only bc provided if authorized or confirmed in writing by thc Owner. If services described undcr Contingent Additional Scrviccs in Paragraph 3.3 arc required duc to circumstances beyond the Architect's control, thc Architect shall notify the Owncr prior to com- mencing such services. If thc Owncr deems that such services dcscribcd undcr Paragraph 3.3 arc not rcquircd, the Owner shall givc prompt writtcn notice to thc Architcct. If thc Owncr indicates in writing that all or part of such Contingent Addi- tional Scrviccs arc not rcquircd, the Architect shall have no obli- gation to providc those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is dcscribed in Subparagraph 2.6.5 is rcquircd, the Architect shall providc one or morc Project Representatives to assist in carry- ing out such additional on -site responsibilities. 3.2.2 Project Representatives shall be selected, cmploycd and directed by the Architect, and the Architcct shall be compcn- sated therefor as agreed by the Owncr and Architect. Thc duties, responsibilities and limitations of authority of Project Representatives shall be as described in thc edition of AU Document B352 current as of the date of this Agreement, unlcss otherwise agreed. 3.2.3 Through the observations by such Projcct Represen- tativcs, the Architect shall endeavor to providc further protec- tion for thc Owncr against dcfccts and deficiencies in the Work, but thc fumishing of such project representation shall not modify the rights. responsibilities or obligations of thc Architcct as dcscribcd elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making rcvisions in Drawings, Specifications or othcr documents when such rcvisions arc: .1 inconsistent with approvals or instructions previously given by thc Owncr, including rcvisions made ncces- sary by adjustments in thc Owner's program or Proj- ect budget; .2 rcquircd by the enactment or revision of codes, laws or regulations subscqucnt to thc preparation of such documents; or .3 duc to changes required as a result of the Owner's fail- ure to render dccisions in a timely manner. 3.3.2 Providing services rcquircd because of significant changes in the Project including, but not limited to, size, qual- ity, complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, except for scr'vices required undcr Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and othcr documen- tation and supporting data, evaluating Contractor's proposals, and providing othcr services in connection with Change Ordcrs and Construction Changc Directives. 3.3.4 Providing services in conncction with evaluating substi- tutions proposed by the Contractor and making subscqucnt revisions to Drawings, Specifications and other documentation resulting thcrefrom. 3.3.5 Providing consultation conccming replacement of Work damaged by firc or othcr cause during construction, and fur- nishing services rcquircd in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default of thc Contractor, by major dcfccts or deficiencies in thc Work of thc Contractor, or by failure of performancc of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive numbcr of claims submitted by thc Contractor or others in connection with thc Work. 3.3.8 Providing services in conncction with a public haring, arbitration proceeding or legal proceeding except where thc Architect is party thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in conncction with bidding, negotia- tion or construction prior to the completion of the Construc- tion Documcnts Phasc. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of thc Owner's needs and program- ming the requirements of thc Projcct. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or com- parative studies of prospective sites. AIA DOCUMENT B141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • ©1997 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON. D.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. B141-1987 4 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over thc Project. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to investigate cxisting conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of drawings or other information fumishcd by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owncr's own forces and coordi- nation of services required in conncction with construction performed and equipment supplied by thc Owncr. 3.4.9 Providing services in connection with the work of a con- struction manager or separate consultants rctaincd by the Owncr. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing dctailcd quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analysts of owning and operating costs. 3,4.13 Providing interior design and othcr similar services required for or in conncction with the selection, procurement or installation of furniture, furnishings and rclatcd equipment. 3,4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of matcrials or equip- ment, or valuations and detailed appraisals of cxisting tialities. 3.4.16 Preparing a set of reproducible rccord drawings show- ing significant changes in thc Work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to thc Architect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personncl for operation and maintenance, and consultation during operation. 3.4.18 Providing services aftcr issuance to thc Owner of the final Certificate for Payment, or in the absence of a final Cer- tificatc for Payment, more than 60 days after thc date of Sub- stantial Complction of the Work. 3.4.19 Providing services of consultants for othcr than archi- tectural, structural, mechanical and electrical engineering por- tions of the Projcct provided 15 2 part of Basic Scrviccs. 3.4.20 Providing any othcr services not otherwise indudcd in this Agreement or not customarily fumishcd in accordance with generally acccptcd architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 Thc Owncr shall provide full information rcgarding rcquircmcnts for thc Projcct, including a program which shall set forth the Owner's objectives, schcdulc, constraints and cri- tcria, including space requirements and relationships, flexi- bility, expandability, special equipment, systems and site requirements. 4.2 The Owner shall establish and update an overall budget for thc Project, including the Construction Cost, thc Owner's othcr costs and reasonable contingencies related to all of these costs. 4.3 If rcqucstcd by thc Architcct, the Owncr shall fumish evi- dence that financial arrangements have been madc to fulfill thc Owner's obligations undcr this Agreement. 4.4 Thc Owncr shall designatc a representative authorized to act on the Owner's behalf with respect to thc Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in ordcr to avoid unreasonable dclay in the orderly and sequential progress of thc Architect's services. 4.5 Thc Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. Thc surveys and legal information shall include, as applicable, grades and lines of streets, allcys, pavements and adjoining property and structures; adjaccnt drainage; rights -of -way, restrictions, casements, encroachments, zoning, deed restric- tions, boundaries and contours of the site; locations, dimen- sions and necessary data pertaining to existing buildings, othcr improvements and trees; and information concerning avai ablc utility scrviccs and lines, both public and private, above and below grade, including inverts and depths. All the information on thc survey shall be referenced to a project benchmark. 4.6 Thc Owner shall furnish the scrviccs of gcotcchnical engi- neers when such scrviccs arc requested by thc Architcct. Such services may include but arc not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous matcrials, ground corrosion and resis- tivity tests, including necr ssary operations for anticipating sub- soil conditions, with reports and appropriate professional rccommcndations. 4.6.1 Thc Owncr shall furnish thc services of othcr consul- tants whcn such scrviccs arc reasonably rcquircd by the scopc of thc Projcct and arc requested by thc Architect. 4.7 Thc Owncr shall fumish structural, mechanical, chemical, air and water pollution tests, tests for hazardous matcrials, and othcr laboratory and environmental tests, inspections and rcpons required by law or the Contract Documcnts. 4.8 Thc Owncr shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for thc Project, including auditing services thc Owncr may rcquirc to vcrify the Contractor's Applications for Payment or to asccnain how or for what purposes the Contractor has used thc money paid by or on behalf of thc Owner. 4.9 Thc services, information, surveys and report required by Paragraphs 4.5 through 4.8 shall be fumishcd at thc Owncr's expense, and thc Architcct shall bc entidcd to rely upon thc accuracy and completeness thereof. 4.10 Prompt written noticc shall bc given by the Owner to thc Architect if thc Owncr bccomcs aware of any fault or dcfcct in thc Projcct or nonconformance with thc Contract Documcnts. 4.11 Thc proposed language of certificates or ccnifieations requested of the Architect or Architect's consultants shall bc submitted to thc Architect for rcvicw and approval at Ictst 14 days prior to execution. Thc Owncr shall not request certifica- tions that would rcquirc knowledge or services beyond the scope of this Agreement. 5 B141-1987 AMA DOCUMENT 8141 • OWNER -ARCHITECT AGREE.MENT • FOURTEENTH EDITION • AMA• • ©1967 THE A.MERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. NW.. WASHINGTON. D.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subiect to {cgs! prosecution. ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall bc the total cost or esti- mated cost to the Owner of all elements of the Project designed or specified by the Architect. 5.1.2 Thc Construction Cost shall include the cost at currcnt market rates of labor and materials furnished by the Owncr and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Con- tractor's overhead and profit. In addition, a reasonable allow- ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, thc costs of the land, rights -of -way, financing or other costs which are the respon- sibility of the Owner as providcd in Articic 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Con- struction Cost, if any, prepared by the Architect, represent thc Architect's best judgment as a design professional familiar with thc construction industry. It is recognized, however, that nci- ther thc Architcct nor the Owncr has control ovcr thc cost of labor, materials or cquipmcnt, ovcr thc Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architcct cannot and does not warrant or represent that bids or negotiated prices will not vary from thc Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixcd limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establi hmcnt of a Project budget, unless such fixcd limit has bccn agreed upon in writing and signed by the parties hereto. If such a fixed limit has bccn established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, com- ponent systems and types of construction arc to be included in the Contract Documents, to make reasonable adjustments in thc scopc of thc Projcct and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fixcd limit. Fixed limits, if any, shall be increased in thc amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 if thc Bidding or Negotiation Phase has not commenced within 90 days aftcr thc Architcct submits thc Construction Documents to the Owncr, any Projcct budget or fixed limit of Construction Cost shall bc adjusted to reflect changes in thc gencral Ievel of prices in the construction industry between thc date of submission of the Construction Documents to thc Owncr and the datc on which proposals arc sought. 5.2.4 If a fixcd limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2.3) is exceeded by thc lowest bona fide bid or negotiated proposal, the Owncr shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Projcct within a rruonablc timc; .3 if thc Project is abandoned, terminate in accordance with Paragraph 8.3; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con- tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. Thc modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. Thc Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not thc Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 Thc Drawings, Specifications and othcr documents pre- parcd by thc Architect for this Project arc instruments of thc Architect's service for use solely with respect to this Project and, unless otherwise provided, thc Architect shall be deemed thc author of these documents and shall retain all common law, statutory and othcr reserved rights, including thc copyright. The Owner shall bc permitted to rctain copies, including repro- dudble copies, of the Architect's Drawings, Specifications and other documents for information and reference in conncction with the Owner's use and occupancy of thc Project. Thc Archi- tect's Drawings, Specifications or othcr documents shall not bc used by the Owncr or othcrs on othcr projects, for additions to this Project or for completion of this Projcct by othcrs, unless the Architect is adjudgcd to bc in dcfault undcr this Agreement, except by agrcancnt in writing and with appropriatc compen- sation to thc Architect. 6.2 Submission or distribution of documents to meet official regulatory requircmcnts or for similar purposcs in connection with the Project is not to be construed as publication in deroga- tion of thc Architect's reserved rights. ARTICLE 7 ARBITRATION 7.1 Claims, disputes or othcr matters in question between thc parties to this Agreement arising out of or relating to this Agrec- mcnt or breach thereof shall be subject to and decided by arbi- tration in accordance with thc Construction Industry Arbitra- tion Rulcs of thc American Arbitration Association currently in effect unless thc panics mutually agree otherwise. 7.2 Demand for arbitration shall be filed in writing with the other party to this Agreement and with thc American Arbitra- tion Association. A demand for arbitration shall be madc within a reasonable timc aftcr thc claim, disputc or othcr matter in question has arisen. In no event shall thc demand for arbitration be madc after the datc when institution of legal or equitabk proceedings based on such claim, disputc or other matter in question would bc bared by thc applicable statutes of limitations. 7.3 No arbitration arising out of or relating to this Agreement shall Include, by consolidation, joinder or in any othcr manner, an additional person or entity not 2 party to this Agreement, AIA DOCUMENT 5141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDmON • AEA* • C1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW PORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1987 6 WARNING: Unllunaad photocopying vlotat.. U.S. copyright laws and la aubiect to legal prosecution. except by written consent containing 2 specific reference to this Agreement signcd by the Owncr, Architect, and any other person or entity sought to bc joined. Consent to arbitration involving an additional person or entity shall not constitute conscnt to arbitration of any claim, dispute or other matter in question not described in thc written conscnt or with a person or entity not namcd or described therein. The foregoing agree- ment to arbitrate and othcr agreements to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. 7.4 The award rendered by thc arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agrecmcnt may bc terminated by either parry upon not less than seven days' written notice should the other parry fail substantially to perform in accordance with the terms of this Agreement through no fault of the parry initiating thc termination. 8.2 If the Project is suspended by thc Owncr for more than 30 consecutive days, thc Architect shall bc compensated for ser- vices performcd prior to notice of such suspension. Whcn thc Project is resumed, the Architcct's compensation shall bc equi- tably adjustcd to provide for cxpcnscs incurrcd in thc interrup- tion and resumption of the Architcct's services. 8.3 This Agrccmcnt may bc terminated by the Owncr upon not Icss than scvcn days' written notice to thc Architcct in thc event that the Project is permanently abandoncd. If thc Projcct is abandoned by thc Owncr for morc than 90 consccutive days, thc Architect may terminate this Agrccmcnt by giving written notice. 8.4 Failurc of the Owncr to makc payments to thc Architect in accordance with this Agrecmcnt shall bc considered substantial nonperformance and muse for termination. 8.5 If the Owncr fails to makc paymcnt when duc thc Archi- tect for scrviccs and expenses, thc Architect may, upon seven days' written noticc to the Owncr, suspcnd performance of ser- vices undcr this Agrccment. Unless payment in full is rcccivcd by the Architect within scvcn days of thc date of the noticc, thc suspension shall takc effect without furthcr noticc. In the event of a suspension of scrviccs, thc Architect shall have no liability to thc Owncr for delay or damagc causcd thc Owncr because of such suspcnsion of services. 8.6 In the cvcnt of termination not the fault of thc Architect, thc Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then duc and all Tcrmination Expenses as defined in Paragraph 8.7. 8.7 Tcrmination Expenses arc in addition to compensation for Basic and Additional Services, and include expenses which arc directly attributable to termination. Tcrmination Expenses shall be computed as a percentage of the total compcnsation for Basic Services and Additional Services camcd to thc time of tcr- mination, as follows: .1 Twenty perccnt of the total compensation for Basic and Additional Scrviccs earned to date if termination occurs before or during thc predcsign, sitc analysis, or Schematic Design Phases; or .2 Tcn perccnt of the total compensation for Basic and Additional Services earned to datc if termination occurs during the Design Development Phasc; or .3 Five percent of the total compcnsation for Basic and Additional Scrviccs earned to datc if termination occurs during any subscqucnt phasc. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agrecmcnt shall be gov- emed by thc law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of thc date of this Agreement. 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrucd and thc applicable statutes of limitations shall com- mence to run not later than either the datc of Substantial Com- pletion for acts or failures to act occurring prior to Substantial Completion, or thc datc of issuance of the final Cenificatc for Payment for acts or failures to act occurring after Substantial Completion. 9.4 Thc Owncr and Architect waive all rights against cach othcr and against the contractors, consultants, agents and employees of the othcr for damages, but only to thc extent cov- ered by property insurance during construction, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of thc date of this Agrecmcnt. Thc Owner and Architect each shall require similar waivers from their contractors, consultants and agents. 9.5 Thc Owncr and Architcct, respectively, bind themselves, their partners, successors, assigns and legal representatives to thc othcr party to this Agrecmcnt and to thc partncrs, succes- sors, assigns and legal representatives of such othcr parry with nsptt to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agrccmcnt without thc written con- scnt of the othcr. 9.6 This Agreement represents the entire and integrated agree- ment between the Owncr and Architcct and supersedes all prior negotiations, representations or agreements, either writ- tcn or oral. This Agreement may be amended only by written instrument signed by both Owncr and Architect. 9.7 Nothing containcd in this Agrccmcnt shall create a contrac- tual rcbtiorship with or a cause of action in favor of a third party against either thc Owner or Architcct. 9.8 Unless otherwise providcd in this Agrccmcnt, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or cxpo- sure of persons to hazardous matcrials in any form at the Projcct sitc, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 9.9 Thc Architcct shall have thc right to include rcprescnta- tions of the design of thc Projcct, including photographs of thc exterior and interior, among thc Architect's promotional and professional materials. Thc Architect's materials shall not includc the Owner's confidential or proprietary information if thc Owncr has previously advised thc Architect in writing of 7 B141-1987 AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AD.° • 01987 THE ANERICAN INSTTTIITE OF ARCHITECTS. 1735 NEW YORK AVENUE. Y.W., WASHINGTON. D.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is aubfect to legal prosecution. the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary con- tribution~ and benefits related thereto. such as employment taxes and other statutory employee benefits, insurance. sick leave. holidays, vacations, pensions and similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensa- tion for Basic and .Additional Services and include expenses incurred by the Architect and Architect's employees and con- sultants in the interest of the Project, as identified in the follow- ing Clauses. 10.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for secur- ing approval of authorities having jurisdiction over the Project. 10.2.1.2 Expense of reproductions. postage and handling of Drawings. Specifications and ocher documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10.2.1.4 Expense of renderings. models and mock-ups requested by the Owner. 10.2.1.5 Expense of additional insurance coverage or limits, including professional liability- insurance, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants. 10.2.1.6 Expense of computer -aided design and drafting equipment time when used in connection with the Project. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall he made monthly and, where applicable. shall he in proportion to ser- vices performed within each phase of service, on the basis set forth in Subparagrph 11.2.2. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- vices rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of the Project are deleted or otherwise not constructed. compensation for those portion, of the Project shall be payable to the extent services are per- formed on those portions. in accordance with the schedule set forth in Subparagraph 11.2.2. based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the architect's com- pensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- able to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 A.N INITIAL PAYMENT of ZERO Dollars (3-----0 1 shall be made upon execution of this Agreement and credited to the Owner's account at tiny payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES. as described in Article 2. and any ocher services included in Article :2 :Is part of Bade Senders. Basic Compensation shall he 'computed as follows: ,,.."-f NIPS a/ Cr urrpe:S. dr,.rr ura::aiurr; .lrprd,r:.t! �uur.. •ttti,t �rla:: •,r t,a•rti•ultr.vc, curt( u4,,t:/; rl•, c_,°. :r, arv.,• Jon^r.:ucrr• nerd.. .,1..- ../ v,nr�4•up ,::, •rr ,t/ Pdt-. :! Compensation for professional services will be a stipulated sum of one hundred eighty-two thousand dollars ($182,000.00). AIA DOCUMENT B141 • O'zNER..RCHITEcT AGREEMENT • FOURTEENTH EDITION • Ain' • 4;I.)8- THE.\OIERIc:AN IN>Trrr TF. OF ARCHITECTs. I- is NEW YORK.ayE`UE. N.vc'. WASHINGTON. D C. 2tRinr) B141-1987 8 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost. progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional pbases as appropriate.) Schematic Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: Fifteen Fifteen Forty -Seven Five Eighteen percent ( 15 %) percent (15 %) percent (47 %) percent( 5 %) percent (18 a%) Total Basic Compensation: 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follows: Two and five tenths(2.50) times Direct Personnel Expense (DPE).. one hundred percent (100%) 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (Insert basis of compensation. including rates and/or multiples of Direct Personnel Expense for Principals and employees. and identify Principals and classify employees. if required. Identify specific sert•icrc ui u•bicb particular methods nJ cnmpeivattnn apple: if necessary) Two and five tenths(2.50) times Direct Personnel Expense (DPE) 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided undcr Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of one & five one hundredths (1.0times thc amounts billed to the Architect for such services. (Identify specific types of consultants in Article 1?, if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES. u described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of one & one —tenth ( 1. 10 ) times the expenses incurred by the Architect, the Architect's employees and consultants in thc intcrest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within twenty—four ( 24 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services bcyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable within thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid sixty ( 60 ) days after the invoice date shall bear interest at the rate entered below, or in thc absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of Interest agreed upon.) (Usury laws and requirements under Ibe federal Truth in Lending Act, similar state and local consumer credit Laws and other regulations al the Owner's and ArCbi• test's principal places of business. the location of the Pro)eci and elsewhere may affect the validity of ibis provision. SpectJic legal advice sbvuld be obtained uitb respect to deletions or modifications. and also regarding requirements sucb as unurn disclosures or uaurrs) 9 B141-1987 AlA DOCUMENT 6141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • MA• • m198' THE AMERICAN INSTITUTE OF ARCHITECTS. 1'35 NEW YORK AVENUE. N.W., WASHINGTON. D C.:OOo6 WARNING: Unlicensed photocopying violates U.S. copyright lyres and is sublect to legal prosecution. • 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation turns included in Ibis Agreement.) 1. Expenses such as in—house printing, reproduction and electronic plotting, one computer rendered sketch of the project, travel and long distance charges are included in the compensation stated above. The cost of printing contract documents for owner, developer and contractor use is not included. 2. In addition to normal structural, mechanical and electrical engineering services, we include civil engineering services, landscape design and geo—technical investigation and design. 3. Certain existing conditions may not be in compliance with statutory regulations. We are not responsible for their discovery or resolution, however, when discovered we will work with you to determine appropriate resolution(s). This Agreement entered into as of the day and year first written above. OWNER ARCHITECT b� Vim' (Signature) (Si ) to •1't0/i J (I1r, V• P• (Printed name and tide) (Printed name and title) AIA CAUTION: You should sign an original AIA document which has this caution printed In red. An original assures that changes will not be obscured as may occur when documents are reproduced. AlA pocUuMEwT 8141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDmON • AIA• • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. NW.. WASHINGTON, D.C. 20005 WARNINOE Unlc.nwd photocopying violates U.S. copyright laws and is subject to Isgal prosecution. B141-1987 10