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Ordinance No. 10,025ORDINANCE NO. 10,025
® AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND
THE CITY CLERK TO ATTEST TO A PROFESSIONAL SERVICES AGREEMENT
WITH BUSCH, HUTCHISON & ASSOCIATES, INC., FOR ARCHITECTURAL AND
ENGINEERING SERVICES FOR THE DESIGN OF THE CITY HALL EXPANSION
PROJECT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN
AMOUNT NOT TO EXCEED THIRTY -FOUR THOUSAND AND NO /100 DOLLARS
($34,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE.DATE THEREOF.
****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * **
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section l: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a professional services agreement with
Busch, Hutchison & Associates, Inc., for architectural and engineering services for the design of the City
Hall Expansion Project. A copy of said agreement is attached hereto, marked Exhibit "A," and made a
part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Busch,
Hutchison & Associates, Inc., in an amount not to exceed THIRTY -FOUR THOUSAND AND NO 1100
DOLLARS ($34,000.00) for professional architectural and engineering services in accordance with the
contract.
Section 3: That the City Manager is hereby granted general authority to approve a decrease
or an increase in costs by TWENTY -FIVE THOUSAND AND NO 1100 DOLLARS ($25,000.00) or less,
provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five
percent (25 %).
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 10`h day of March, 2005.
CALVIN MUNDINGER, Mayor
ATTEST:
GA_ Y Al. SM T.9, City Clerk
APPROVED AS TO FORM:
® G ACIO RAMIREZ, SRtkity Attorney
RAKaren \Files \City Council\Ordinances\2005\February 24\BH ACityHall Expansion ProjectOrd inance.doc
.JAI® TM
Document B151 -1997
Abbreviated Standard Form of Agreement Between Owner and Architect
AGREEMENT made as of the Tenth day of March in the year Two Thousand and Five
(In words, indicate day, month and year)
BETWEEN the Architect's client identified as the Owner:
(Name, address and other information)
City of Baytown
P.O. Box 424
2401 Market Street
Baytown, Texas 77520
Telephone Number: 281-420-6545
and the Architect:
(Name, address and other information)
Busch, Hutchison & Associates, Inc., Partnership
1209 Decker Dr.
Suite 100
Baytown, Texas 77520
Telephone Number: 281-422-8213
Fax Number: 281-420-2717
For the following Project:
(Include detailed description of Project)
Building addition to the southwest corner of the existing City Hall Building. Proposed
addition square footage to be between 1,000 square feet to 1,375 square feet.
The Owner and Architect agree as follows.
ADDITIONS AND DELETIONS:
The author of this document has
added information needed for its
completion. The author may also
have revised the text of the
original AIA standard form. An
Additions and Deletions Report
that notes added information as
well as revisions to the standard
form text is available from the
author and should be reviewed.
A vertical line in the left margin of
this document indicates where
the author has added necessary
information and where the author
has added to or deleted from the
original AIA text.
This document has important
legal consequences.
Consultation with an attorney
is encouraged with respect to
its completion or modification.
AIA Document B151 TM — 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This
AIAR Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or
any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
document was produced by AIA software at 10:42:56 on 03/04/2005 under Order No.1000109015_1 which expires on 3/29/2005, and is not for resale.
User Notes: (2998245937)
ARTICLE 1 ARCHITECT'S RESPONSIBILITIES
§ 1.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as
enumerated in Articles 2, 3 and 12.
§ 1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care
and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the
performance of the Architect's services which may be adjusted as the Project proceeds. This schedule shall include
allowances for periods of time required for the Owner's review and for approval of submissions by authorities
having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not,
except for reasonable cause, be exceeded by the Architect or Owner.
§ 1.3 The Architect shall designate a representative authorized to act on behalf of the Architect with respect to the
Project.
§ 1.4 The services covered by this Agreement are subject to the time limitations contained in Section 11.5.1.
ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES
§ 2.1 DEFINITION
The Architect's Basic Services consist of those described in Sections 2.2 through 2.6 and any other services
identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical
engineering services.
§ 2.2 SCHEMATIC DESIGN PHASE
§ 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project
and shall arrive at a mutual understanding of such requirements with the Owner.
§ 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction
budget requirements, each in terms of the other, subject to the limitations set forth in Section 5.2.1.
§ 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project.
§ 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect
shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents
illustrating the scale and relationship of Project components.
§ 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area,
volume or similar conceptual estimating techniques.
§ 2.3 DESIGN DEVELOPMENT PHASE
§ 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the
program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design
Development Documents consisting of drawings and other documents to fix and describe the size and character of
the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as
may be 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 approved Design Development Documents and any further adjustments in the scope or quality
of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the
Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements
for the construction of the Project.
§ 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms,
the Conditions of the Contract, and the form of Agreement between the Owner and Contractor.
AIA Document B151 TM —1997. Copyright ©1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This
AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or
any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
document was produced by AIA software at 10:42:56 on 03/04/2005 under Order No.1000109015_1 which expires on 3/29/2005, and is not for resale.
User Notes: (2998245937)
§ 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction
Cost indicated by changes in requirements or general market conditions.
§ 2.4.4 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.
§ 2.5 BIDDING OR NEGOTIATION PHASE
The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate
of Construction Cost, shall assist the Owner 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 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement
commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to the
Owner of the final Certificate for Payment or 60 days after the date.of Substantial Completion of the Work.
§ 2.6.2 The Architect shall provide administration of the Contract for Construction as set forth below and in the
edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this
Agreement, unless otherwise provided in this Agreement. Modifications made to the General Conditions, when
adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they
are consistent with this Agreement or approved in writing by the Architect.
§ 2.6.3 Duties, responsibilities and limitations of authority of the Architect under this Section 2.6 shall not be
restricted, modified or extended without written agreement of the Owner and Architect with consent of the
Contractor, which consent will not be unreasonably withheld.
§ 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner during the
administration of the Contract for Construction. The Architect shall have authority to act on behalf of the Owner
only to the extent provided in this Agreement unless otherwise modified by written amendment.
§ 2.6.5 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the
Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article 12, (1) to become
generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work
completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in
general if the Work 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. The Architect shall neither have control
over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or
for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and
responsibilities under the Contract Documents.
§ 2.6.6 The Architect shall report to the Owner known deviations from the Contract Documents and from the most
recent construction schedule submitted by the Contractor. However, the Architect shall not 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, Subcontractors, or their agents or
employees, or of any other persons or entities performing portions of the Work.
§ 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress.
§ 2.6.8 Except as otherwise provided in this Agreement or when direct communications have been specially
authorized, the Owner shall endeavor to communicate with the Contractor through the Architect about matters
arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall
be through the Architect.
AIA Document B151TM —1997. Copyright 01974, 1978, 1987 and 1997 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 AIAe' Document, or
any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
document was produced by AIA software at 10:42:56 on 03/04/2005 under Order No.1000109015_1 which expires on 3/29/2005, and is not for resale.
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§ 2.6.9 CERTIFICATES FOR PAYMENT
§ 2.6.9.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such
amounts.
§ 2.6.9.2 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 2.6.5 and on the data comprising the Contractor's
Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's
knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The
foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents
upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations
from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect.
§ 2.6.9.3 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made
exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction
means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from
Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to
payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of
the Contract Sum.
§ 2.6.10 The Architect shall have authority to reject Work that does not conform to the Contract Documents.
Whenever the Architect considers it necessary or advisable, the Architect shall have authority to require inspection
or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is
fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith
either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the
Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities
performing portions of the Work.
§ 2.6.11 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. The Architect's action shall be
taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor
or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate
review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of
other details such as dimensions and quantities, or for substantiating instructions for installation or performance of
equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract
Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise
specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The
Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component.
§ 2.6.12 If professional design services or certifications by a design professional related to systems, materials or
equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify
appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals
related to the Work designed or certified by the design professional retained by the Contractor shall bear such
professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the
adequacy, accuracy and completeness of the services, certifications or approvals performed by such design
professionals.
§ 2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with supporting
documentation and data if deemed necessary by the Architect as provided in Sections 3.1.1 and 3.3.3, for the
Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in
the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are
consistent with the intent of the Contract Documents.
§ 2.6.14 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the
date of final completion, shall receive from the Contractor and forward to the Owner, for the Owner's review and
records, written warranties and related documents required by the Contract Documents and assembled by the
AIA Document B15111, —1997. Copyright ®1974, 1978, 1987 and 1997 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 AIAe Document, or
any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
document was produced by AIA software at 10:42:56 on 03/04/2005 under Order No.1000109015_1 which expires on 3/29/2005, and is not for resale.
User Notes: (2998245937)
Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the Work
complies with the requirements of the Contract Documents.
§ 2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor 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.
§ 2.6.16 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 initial 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 so rendered in
good faith.
§ 2.6.17 The Architect shall render initial decisions on claims, disputes or other matters in question between the
Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters
relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents.
§ 2.6.18 The Architect's decisions on claims, disputes or other matters in question between the Owner and
Contractor, except for those relating to aesthetic effect as provided in Section 2.6.17, shall be subject to mediation
and arbitration as provided in this Agreement and in the Contract Documents.
ARTICLE 3 ADDITIONAL SERVICES
§ 3.1 GENERAL
§ 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12,
and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic
Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in
writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to
circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such
services. If the Owner deems that such services described under Section 3.3 are not required, the Owner shall give
prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent
Additional Services are not required, the Architect shall have no obligation to provide those services.
§ 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
§ 3.2.1 If more extensive representation at the site than is described in Section 2.6.5 is required, the Architect shall
provide one or more Project Representatives to assist in carrying out such additional on -site responsibilities.
§ 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be
compensated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority
of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this
Agreement, unless otherwise agreed.
§ 3.2.3 Through the presence at the site of such Project Representatives, the Architect shall endeavor to provide
further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project
representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in
this Agreement.
§ 3.3 CONTINGENT ADDITIONAL SERVICES
§ 3.3.1 Making revisions in drawings, specifications or other documents when such revisions are:
.1 inconsistent with approvals or instructions previously given by the Owner, including revisions made
necessary by adjustments in the Owner's program or Project budget;
.2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of
such documents; or
.3 due to changes required as a result of the Owner's failure to render decisions in a timely manner.
AIA Document B151TM —1997. Copyright 5 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: Thls
Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA_ ` Document, or
any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
document was produced by AIA software at 10:42:56 on 03/04/2005 under Order No.1000109015_1 which expires on 3/29/2005. and is not for resale.
User Notes: (2998245937)
§ 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size,
quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction,
except for services required under Section 5.2.5.
§ 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's
proposals, and providing other services in connection with Change Orders and Construction Change Directives.
§ 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making
subsequent revisions to Drawings, Specifications and other documentation resulting therefrom.
§ 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction,
and furnishing services required in connection with the replacement of such Work.
§ 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the
Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for
Construction.
§ 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in
connection with the Work.
§ 3.3.8 Providing services in connection with a public hearing, a dispute resolution proceeding or a legal proceeding
except where the Architect is party thereto.
§ 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with
bidding, negotiation or construction prior to the completion of the Construction Documents Phase.
§ 3.4 OPTIONAL ADDITIONAL SERVICES
§ 3.4.1 Pr.yiding ..na1y..e. of the Owner's need. and . g the . e ents of the Pro:eet
§ 3.4.2 Providing financial feasibility or other special studies.
§ 3.4.3 Providing planning surveys, site evaluations or comparative studies of prospective sites.
§ 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental
authorities or others having jurisdiction over the Project.
§ 3.4.5 Providing services relative to future facilities, systems and equipment.
§ 3.4.
§ 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner.
§ 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and
coordination of services required in connection with construction performed and equipment supplied by the Owner.
§ 3.4.9 Providing services in connection with the work of a construction manager or separate consultants retained by
the Owner.
§ 3.4.10 Providing detailed estimates of Construction Cost.
§ 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor.
§ 3.4.12 Providing analyses of owning and operating costs.
§ 3.4.13 Providing interior design and other similar services required for or in connection with the selection,
procurement or installation of furniture, furnishings and related equipment.
AIA Document B151 TM — 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This
AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale' Document, or
any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
document was produced by AIA software at 10:42:56 on 03/04/2005 under Order No.1000109015_1 which expires on 3/29/2005, and is not for resale.
User Notes: (2998245937)
§ 3.4.14 Providing services for planning tenant or rental spaces.
§ 3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of
existing facilities.
§ 3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work made during
construction based on marked -up prints, drawings and other data furnished by the Contractor to the 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 personnel for operation and maintenance, and
consultation during operation.
§ 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a
final Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work.
§ 3.4.19 Providing services of consultants for other than architectural, structural, mechanical and electrical
engineering portions of the Project provided as a part of Basic Services.
§ 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in
accordance with generally accepted architectural practice.
ARTICLE 4 OWNER'S RESPONSIBILITIES
§ 4.1 The Owner shall provide full 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. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information
necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.
§ 4.2 The Owner shall establish and periodically update an overall budget for the Project, including the Construction
Cost, the Owner's other costs and reasonable contingencies related to all of these costs.
§ 4.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project.
The Owner or such designated representative shall render decisions in a timely manner pertaining to documents
submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the
Architect's services.
§ 4.4 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; adjacent drainage;
rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site;
locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and
information concerning available utility services and lines, both public and private, above and below grade,
including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.
§ 4.5 The Owner shall furnish the services of geotechnical engineers when such services are requested by the
Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing
values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including
necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations.
§ 4.6 The Owner shall furnish the services of consultants other than those designated in Section 4.5 when such
services are requested by the Architect and are reasonably required by the scope of the Project.
§ 4.7 The Owner shall furnish structural, mechanical, and chemical tests; tests for air and water pollution; tests for
hazardous materials; and other laboratory and environmental tests, inspections and reports required by law or the
Contract Documents.
AIA Document B151"A —1997. Copyright 0 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This
AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A1A$ Document, or
any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This
document was produced by AIA software at 10:42:56 on 03/04/2005 under Order No.1000109015_1 which expires on 3/29/2005, and is not for resale.
User Notes: (2998245937)
§ 4.8 The Owner shall furnish all legal, accounting and insurance services that may be necessary at any time for the
Project to meet the Owner's needs and interests. Such services shall include auditing services the Owner may
require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor
has used the money paid by or on behalf of the Owner.
§ 4.9 The services, information, surveys and reports required by Sections 4.4 through 4.8 shall be furnished at the
Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof.
§ 4.10 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or
defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service.
ARTICLE 5 CONSTRUCTION COST
§ 5.1 DEFINITION
§ 5.1.1 The Construction Cost shall be the total cost or, to the extent the Project is not completed, the estimated cost
to the Owner of all elements of the Project designed or specified by the Architect.
§ 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the
Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of
management or supervision of construction or installation provided by a separate construction manager or
contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for
contingencies shall be included for market conditions at the time of bidding and for changes in the Work.
§ 5.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants, the
costs of the land, rights -of -way and financing or other costs that are the responsibility of the Owner as provided in
Article 4.
§ 5.2 RESPONSIBILITY FOR CONSTRUCTION COST
§ 5.2.1 Evaluations of the Owner's Project budget, the preliminary estimate of Construction Cost and detailed
estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's judgment as a design
professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the
Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid
prices, or over 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 Project budget or from any
estimate of Construction Cost or evaluation prepared or agreed to by the Architect.
§ 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing,
proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by
the parties hereto. If such a fixed limit has been established, 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 make reasonable adjustments in the scope of the
Project and to include in the Contract Documents altemate bids as may be necessary to adjust the Construction Cost
to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring
after execution of the Contract for Construction.
§ 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the
Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to
reflect changes in the general level of prices in the construction industry.
§ 5.2.4 If a fixed limit of Construction Cost (adjusted as provided in Section 5.2.3) is exceeded by the lowest bona
fide bid or negotiated proposal, the Owner shall:
.1 give written approval of an increase in such fixed limit;
.2 authorize rebidding or renegotiating of the Project within a reasonable time;
.3 terminate in accordance with Section 8.5; 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 Section 5.2.4.4, the Architect, without additional compensation, shall
modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the
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fixed limit, if established as a condition of this Agreement. The modification of such documents without cost to the
Owner shall be the limit of the Architect's responsibility under this Section 5.2.5. The Architect shall be entitled to
compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is
commenced.
ARTICLE 6 USE OF ARCHITECT'S INSTRUMENTS OF SERVICE
§ 6.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect
and the Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect
and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service
and shall retain all common law, statutory and other reserved rights, including copyrights.
§ 6.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the
Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided
that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this
Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with
this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license.
Upon such termination, the Owner shall refrain from making further reproductions of Instruments of Service and
shall return to the Architect within seven days of termination all originals and reproductions in the Owner's
possession or control. If and upon the date the Architect is adjudged in default of this Agreement, the foregoing
license shall be deemed terminated and replaced by a second, nonexclusive license permitting the Owner to
authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make
changes, corrections or additions to the Instruments of Service solely for purposes of completing, using and
maintaining the Project.
§ 6.3 Except for the licenses granted in Section 6.2, 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. However, the Owner shall be
permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to
reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work
by license granted in Section 6.2. 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. The Owner shall not use the
Instruments of Service for future additions or alterations to this Project or for other projects, unless the Owner
obtains the prior written agreement of the Architect and the Architect's consultants. 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.
§ 6.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner
providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the
Architect shall by separate written agreement set forth the specific conditions governing the format of such
Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this
Agreement.
ARTICLE 7 DISPUTE RESOLUTION
§ 7.1 MEDIATION
§ 7.1.1 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 arbitration or the institution of legal or equitable proceedings by either party.
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 arbitration.
§ 7.1.2 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 in accordance with the Construction
Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be
filed in writing with the other party to this Agreement and with the American Arbitration Association. The request
may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in
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advance of arbitration or legal or equitable 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.
§ 7.1.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements in any court having jurisdiction thereof.
§ 7.2 ARBITRATION
§ 7.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with
Section 7.1.
§ 7.2.2 Claims, disputes and other matters in question between the parties that are not resolved by mediation shall be
decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the
Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The demand for
arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration
Association.
§ 7.2.3 A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in
question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable
statute of limitations.
§ 7.2.4 No arbitration arising out of or relating to this Agreement shall include, by consolidation or joinder or in any
other manner, an additional person or entity not a party to this Agreement, except by written consent containing a
specific reference to this Agreement and signed by the Owner, Architect, and any other person or entity sought to be
joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of
any claim, dispute or other matter in question not described in the written consent or with a person or entity not
named or described therein. 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.
§ 7.2.5 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.
§ 7.3 CLAIMS FOR CONSEQUENTIAL DAMAGES
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 parry's termination in accordance with Article 8.
ARTICLE 8 TERMINATION OR SUSPENSION
§ 8.1 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, prior to suspension of
services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services,
the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension
of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses
incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining
services and the time schedules shall be equitably adjusted.
§ 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, 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.
§ 8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the
Architect may terminate this Agreement by giving not less than seven days' written notice.
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§ 8.4 This Agreement may be terminated by either party 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.
§ 8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect
for the Owner's convenience and without cause.
§ 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services
performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as
defined in Section 8.7.
§ 8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses
directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the
Architect's anticipated profit on the value of the services not performed by the Architect.
ARTICLE 9 MISCELLANEOUS PROVISIONS
§ 9.1 This Agreement shall be govemed by the law of the principal place of business of the Architect, unless
otherwise provided in Article 12.
§ 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General
Conditions of the Contract for Construction, current as of the 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 accrued and the applicable statutes of limitations shall commence to run not later than either the date of
Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of
the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall
such statutes of limitations commence to run any later than the date when the Architect's services are substantially
completed.
§ 9.4 To the extent damages are covered by property insurance during construction, 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 the edition of AIA Document
A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 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.
§ 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives
of such other party with respect to all covenants of 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 an
institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and
obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such
assignment.
§ 9.6 This Agreement represents the entire and integrated agreement between the Owner and the Architect and
supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both Owner and Architect.
§ 9.7 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.
§ 9.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants 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.
AIA Document B151*i —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This
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§ 9.9 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.
§ 9.10 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. The Architect shall
not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of
this Agreement.
ARTICLE 10 PAYMENTS TO THE ARCHITECT
§ 10.1 DIRECT PERSONNEL EXPENSE
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 contributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans
and similar contributions.
§ 10.2 REIMBURSABLE EXPENSES
§ 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include
expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as
identified in the following Clauses:
.1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and
electronic communications;
.2 fees paid for securing approval of authorities having jurisdiction over the Project;
.3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of
Service;
.4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner;
.5 renderings, models and mock-ups requested by the Owner;
.6 expense of professional liability insurance dedicated exclusively to this Project or the expense of
additional insurance coverage or limits requested by the Owner in excess of that normally carried by
the Architect and the Architect's consultants;
.7 reimbursable expenses as designated in Article 12;
.8 other similar direct Project -related expenditures.
§ 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
§ 10.3.1 An initial payment as set forth in Section 11.1 is the minimum payment under this Agreement.
§ 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in
proportion to services performed within each phase of service, on the basis set forth in Section 11.2.2.
§ 10.3.3 If and to the extent that the time initially established in Section 11.5.1 of this Agreement is exceeded or
extended through no fault of the Architect, compensation for any services rendered during the additional period of
time shall be computed in the manner set forth in Section 11.3.2.
§ 10.3.4 When compensation is based on a percentage of Construction Cost and any portions of the Project are
deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent
services are performed on those portions, in accordance with the schedule set forth in Section 11.2.2, 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 portions of the Project.
§ 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
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 rendered or expenses incurred.
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§ 10.5 PAYMENTS WITHHELD
No deductions shall be made from the Architect's compensation 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 adjudged to be liable.
§ 10.6 ARCHITECT'S ACCOUNTING RECORDS
Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the
basis of hourly rates or a multiple of Direct Personnel Expense shall be available 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 An Initial Payment of Zero Dollars and Zero Cents ($ 0.00) shall be made upon execution of this Agreement
and credited to the Owner's account at final payment.
§ 11.2 BASIC COMPENSATION
§ 11.2.1 For Basic Services, as described in Article 2, and any other services included in Article 12 as part of Basic
Services, Basic Compensation shall be computed as follows:
(Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which
particular methods of compensation apply, if necessary.)
§ 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 phases as appropriate.)
Preliminary Design: Twelve thousand Dollars $ 12,000
Final Design Ten thousand five Dollars $ 10,500
hundred
Bidding Phase: One thousand five Dollars $ 1,500
hundred
Construction Phase: Six thousand Dollars $ 6,000
Zero
(Paragraphs deleted)
Total Basic Compensation
Thirty Thousand Dollars $30,000.00
§ 11.3 COMPENSATION FOR ADDITIONAL SERVICES
§ 11.3.1 For Project Representation Beyond Basic Services, as described in Section 3.2, compensation shall be
computed as follows:
§ 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 Section 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 multiples of Direct Personnel Expense for Principals and
employees, and identify Principals and classify employees, if required. Identify specific services to which particular
methods of compensation apply, if necessary.)
See attached hourly rates
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§ 11.3.3 For Additional Services of Consultants, including additional structural, mechanical and electrical
engineering services and those provided under Section 3.4.19 or identified in Article 12 as part of Additional
Services, a multiple of One and one -tenth ( 1.10 ) times the amounts billed to the Architect for such services.
(Identify specific types of consultants in Article 12, if required.)
§ 11.4 REIMBURSABLE EXPENSES
For Reimbursable Expenses, as described in Section 10.2, and any other items included in Article 12 as
Reimbursable Expenses, a multiple of One and one -tenth ( 1.10 ) times the expenses incurred by the Architect, the
Architect's employees and consultants directly related to the Project.
§ 11.5 ADDITIONAL PROVISIONS
§ 11.5.1 If the Basic Services covered by this Agreement have not been completed within Twelve ( 12 ) months of
the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be
compensated as provided in Sections 10.3.3 and 11.3.2.
§ 11.5.2 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice. Amounts
unpaid Thirty ( 30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence
thereof at the legal rate prevailing from time to time at the principal place of business of the Architect.
(Insert rate of interest agreed upon.)
per annum
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws
and other regulations at the Owner's and Architect's principal places of business, the location of the Project and
elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions
or modifications, and also regarding requirements such as written disclosures or waivers.)
§ 11.5.3 The rates and multiples set forth for Additional Services shall be adjusted in accordance with the 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 terms included in this Agreement.)
Additional Basic Services:
1. Providing analysis of the Owners needs and progranuning the requirements of the Project.
2. Providing services to investigate existing conditions and to make measured drawings thereof.
Insurance Requirements:
The architect shall secure and maintain the following standard insurance policies along with their minimum
coverage amounts.
1. Commercial General Liability
- General Aggregate: $500,000.00
- Products & Completed Operations Aggregate: $500,000.00
- Personal & Advertising Injury: $1,000,000.00
- Per Occurrence: $500,000.00
- Fire Damage: $50,000.00
- Coverage shall be at least as broad as ISO CG 00 01 10 93
- No coverage shall be deleted from standard policy without notification of individual
attached for review and acceptance.
2. Business Automobile Policy
- Combined Single Limits: $500,000.00
- Coverage for "Any Auto"
exclusions being
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3. Errors and Omissions
- Limit: $500,000.00 (Each claim / aggregate)
- For all architects, engineers, and/or design companies
- Claims -made form is acceptable
4. Worker's Compensation
- Statutory Limits
- Employer's Liability: $500,000.00
- Waiver of Subrogation required.
This Agreement entered into as of the day and year first written above.
(Printed name and title) (Printed name and title)
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cor
SUPPLEMENTAL CONDITIONS TO ABBREVIATED STANDARD FORM
OF AGREEMENT BETWEEN OWNER AND ARCHITECT
FOR THE BAYTOWN CITY HALL EXPANSION PROJECT
These supplemental conditions shall supersede and control over the Terms and Conditions of
Agreement between the Owner and the Architect (AIA Document B 151-1997) and the associated
construction documents to the extent that there is conflict.
1. Section 1.2 is amended to read as follows:
The Architect's services shall be performed as expeditiously as is
consistent with professional skill and care and the orderly progress
of the Project. The Architect shall submit for the Owner's
approval a schedule for the performance of the Architect's
services. This schedule shall include allowances for periods of
time required for the Owner's review and for approval of
submissions by authorities having jurisdiction over the Project.
Time limits established by this schedule approved by the Owner
shall not be exceeded by the Architect unless otherwise approved
in writing by Owner.
2. Section 1.4 is deleted in its entirety.
3. Section 2.1 is amended to read as follows:
The Architect's Basic Services consists of those described in
Sections 2.2 through 2.6 and any services identified in Article 12
and these Supplemental Conditions as part of Basic Services, and
include structural, mechanical and electrical engineering services.
4. Section 2.2.6 is added to read as follows:
The Architect shall provide the Owner with five (5) copies of the
schematic design phase.
5. Section 2.3.2 is amended to read as follows:
The Architect shall advise the Owner of any adjustments to the
Preliminary estimates of Construction Cost in writing.
6. Section 2.3.3 shall be added and shall read as follows:
The Architect shall provide the Owner with five (5) copies of fifty
percent (50%) design drawings and specifications for review and
approval within sixty (60) days of authorization to begin services
and review them with the Owner.
7. Section 2.4.2 is amended to read as follows:
The Architect shall prepare for the Owner's approval, information,
bidding forms, the Conditions of the contract and the form of
Agreement between the Owner and Contractor.
Architect's Initials 5
Owner's Initials „�
8. Section 2.4.3 is amended to read as follows:
The Architect shall advise the Owner in writing of any adjustments
to previous preliminary estimates of Construction Cost indicated
by changes in requirements or general market conditions.
9. Section 2.4.4 is amended to read as follows:
The Architect on behalf of the Owner shall prepare and submit all
documents required for the approval of governmental authorities
having jurisdiction over the Project as well as those required by
utility, pipeline and other companies, whose operations and/or land
or interests therein affect the Project.
10. Section 2.4.5 shall be added and shall read as follows:
The Architect shall furnish twelve (12) final copies of the Contract
Documents, which shall include, but is not limited to, the
Construction Contract, Supplemental Conditions, Performance and
Payment Bonds (when required), Addenda, Plans, Specifications,
Proposal, Notice to Bidders, Instructions to Bidders, Scope of
Work and all modifications thereof, to the Owner within ninety
(90) days of authorization to begin services under this Construction
Document Phase.
11. Section 2.5 is amended to read as follows:
The Architect, following the Owner's approval of the Construction
Documents and of the latest preliminary estimate of Construction
Cost, shall assist the Owner in advertising for and obtaining bids
and awarding a contract and shall prepare such contracts for
construction.
12. Section 2.6.1 is amended to read as follows:
The Architect's responsibility to provide Basic Services for the
Construction Phase under this Agreement commences with the
award of the initial Contract for Construction and terminates upon
the Owner's fmal acceptance of the Work.
13. Section 2.6.2 is amended to read as follows:
The Architect shall provide administration of the Contract for
Construction as set forth below and in the edition of AIA
Document A201, General Conditions of the Contract for
Construction, as modified by the Owner, and as otherwise
provided in this Agreement.
Architect's Initials
Owner's Initials Cr—i
Supplemental Conditions to Abbreviated Standard Form of Agreement
between Owner and Architect for the City Hall Expansion Project
Page 3
14. Section 2.6.3 is amended to read as follows:
Duties, responsibilities and limitations of authority of the Architect
under this Section 2.6 shall not be restricted, modified or extended
without written agreement of the Owner and Architect.
15. Section 2.6.5 is amended to read as follows:
The Architect, as a representative of the Owner, shall visit the site
at intervals appropriate to the stage of the Contractor's operations
as determined by the Owner, or as otherwise agreed by the Owner
and Architect in Article 12 (1) to become familiar with and to keep
the Owner informed about the progress and quality of the portion
of the Work completed, (2) to endeavor to guard the owner against
defects and deficiencies in the Work, and (3) to determine if the
Work 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, but shall be required to make appropriate
inspections as necessary to ensure that the Project will in all
respects conform to the Contract Documents. The Architect shall
neither have control over or charge of, nor be responsible for the
construction means, methods, techniques, sequences or procedures
or for safety precautions and programs in connection with the
Work.
16. Section 2.6.6 is amended to read as follows:
The Architect shall report to Owner deviations from the Contract
Documents and from the most recent construction schedule
submitted by the Contractor. However, the Architect shall not be
responsible for the Contractor's failure to perform the Work in
accordance with the requirements of the Contract Documents;
provided that Architect has exercised the care and skill ordinarily
used by members of Architect's profession practicing under the
same or similar circumstances, time and localityin the inspection of
the Work, and that Contractor's failure to perform the Work was
not caused in whole or in part by the negligence or willful neglect
of the Architect.
17. The last sentence of Section 2.6.9.2 is amended to read as follows:
The foregoing representations are subject (1) to an evaluation of
the Work for conformance with the Contract Documents upon
Substantial and Final Completion, (2) to results of subsequent tests
and inspections, (3) to correction of minor deviations from the
Contract Documents prior to completion and (4) to specific
qualifications expressed by the Architect in its certification for
payment.
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18. The following shall be deleted from Section 2.6.9.3:
(3) reviewed copies of requisitions received from Subcontractors
and material suppliers and other data requested by Owner to
substantiate the Contractor's right to payment.
19. Renumber point (4) as (3) in Paragraph 2.6.9.3.
20. Sections 3.3.3, 3.3.7 and 3.3.9 shall be included in the basic services,
rather than as additional services. Additionally, as part of Basic Services,
the Architect shall be required to provide all services necessary to obtain
all necessary approvals from regulatory authorities having jurisdiction
over the Project.
21. The following shall be deleted from Paragraph 2.6.16:
and shall not be liable for results of interpretations or decisions so
rendered in good faith.
22. Section 2.6.18 is hereby deleted in its entirety.
23. Section 3.1.1 is hereby amended to read as follows:
The services described in this Article 3 are not included in Basic
Services unless otherwise stated in Section 12 or in these
Supplemental Conditions, and they shall be paid for by the Owner
as provided for in this Agreement, in addition to the compensation
for Basic Services. The services described in this Article 3 shall
only be provided if authorized or confirmed in writing by the
Owner.
24. Section 3.2.2 shall read as follows:
Project Representatives shall be selected, employed and directed
by the Architect, and the Architect shall be compensated therefor
as agreed to by the Owner and Architect. The duties,
responsibilities and limitations of authority of Project
Representatives shall be as described in the edition of AIA
Document B352, as modified by the City or as otherwise agreed to
in writing.
25. Add the term "significant" to Section 3.3.2 prior to the term "changes."
26. Section 3.3.6 is amended to read as follows:
Providing services made necessary by major defects or deficiencies
in the Work of the Contractor or by substantial failure of
performance of the Contractor under the Contract for Construction.
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27. Section 3.3.8 is amended to read as follows:
Providing services in connection with a dispute resolution
proceeding or a legal proceeding except where the Architect is a
party thereto.
28. That portion of Section 3.4.4 addressing submissions required for approvals of
governmental authorities or others having jurisdiction over the project is hereby deleted
from optional additional services and shall be included in basic services.
29. Sections 3.4.9, 3.4.10, 3.4.16 and 3.4.17 are hereby deleted from optional additional
services and shall be required as part of Basic Services.
30. Section 3.4.18 is amended to read as follows:
Providing services after the Owner's fmal acceptance of the Work.
31. The final sentence of Section 4.1 shall read as follows:
The Owner shall furnish to the Architect within a reasonable
period of time, information necessary and relevant for the
Architect to evaluate, give notice of, or enforce lien rights.
32. Section 4.4 is amended to read as follows:
The Owner shall furnish all existing surveys it may have
describing physical characteristics, legal limitations and utility
locations for the site of the Project, and any existing legal
description of the site.
33. The first sentence of Section 4.5 is amended to read as follows:
The Owner shall furnish the services of geotechnical engineers
when such services are requested by the Architect and are
reasonably required by the scope of the Project as determined by
the Owner.
34. Section 4.6 is amended by adding the following to the end of the sentence "as determined
by the Owner."
35. Section 4.9 is amended by adding the following to the end of the sentence "unless
specifically stated otherwise by the Owner."
36. Section 4.10 is amended by adding a second sentence which reads as follows:
However, nothing herein shall be construed so as to relieve the
Architect from any responsibility, liability, or damage resulting
from or in any way arising out of such error, omission or
inconsistency in the Architect's Instruments of Service.
37. Section 6.1 is amended to read as follows:
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Drawings, specifications and other documents, including those in
electronic form, prepared by the Architect and the Architect's
consultants are Instruments of Service. The Architect and the
Architect's consultants shall be deemed the authors and, subject to
Section 6.2, owners of their respective Instruments of Service with
all common law, statutory and other reserved rights.
38. Section 6.2 is amended to read as follows:
Upon execution of this Agreement, the Architect grants to the
Owner an ownership interest in the Instruments of Service. The
Architect shall obtain similar interests for the Owner from the
Architect's consultants consistent with this Agreement. Within
seven days of any termination or expiration of this Agreement, the
Architect shall be required to tender to Owner all Instruments of
Service; provided Owner has paid all monies, excluding any
disputed amount, due and owing to Architect in accordance with
this Agreement. With such ownership interests, it is expressly
understood by the parties hereto that the Owner may use the
Instruments of Service for any purposes which the Owner sees fit,
including, but not limited to, subsequent construction,
reconstruction, alteration, and/or repairs of the Project. As a
condition to the Owner's use of the Instruments of Service, the
Owner hereby expressly agrees to remove the Architect's name and
all references to the Architect, and its consultants from the
Documents. The Owner hereby releases any and all claims which
the Owner could make arising out of or in connection with any reuse
of the documents by the Owner. This release of claims for the
matters covered in this Section 6.2 shall be for the benefit of the
Architect, its officers, and employees and sub -consultants, as well as
their successors and assigns.
39. Delete Sections 6.3 and 6.4 in their entireties.
40. Article 7 is hereby deleted in its entirety.
41. Section 8.1 is amended to read as follows:
The obligations hereunder may be terminated:
8.1.1 For cause,
a. by either party upon 30 days' written notice
in the event of a substantial failure by the
other party to perform in accordance with
the terms hereof through no fault of the
terminating party.
b. by Architect upon seven days' written notice
if Architect is being requested by Owner to
furnish or perform services contrary to
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Architect's responsibilities as a licensed
professional.
Notwithstanding the foregoing, this Agreement will
not terminate as a result of such substantial failure if
the party receiving such notice begins, within seven
days of receipt of such notice, to correct its failure
to perform and proceeds diligently to cure such
failure within no more than 30 days of receipt
thereof; provided, however, that if and to the extent
such substantial failure cannot be reasonably cured
within such 30-day period and if such party has
diligently attempted to cure the same and thereafter
continues diligently to cure the same, then the cure
period provided for herein shall extend up to but in
no case more than 60 days after the date of receipt
of the notice.
8.1.2 For convenience by the Owner effective upon the
receipt of notice by the Architect.
42. Delete Sections 8.2, 8.3, 8.4, 8.5, 8.7 in their entireties.
43. Amend Section 8.6 to read as follows:
In the event of termination not the fault of the Architect, the
Architect shall be compensated for services performed prior to
termination plus reimbursable expenses due on the date the
Architect receives notice of termination.
44. Section 9.1 is amended to read as follows:
This agreement shall be governed by the laws of the State of Texas
and venue shall be exclusively in Harris County, Texas.
45. Section 9.2 is amended to read as follows:
Terms in this Agreement shall have the same meaning as those in
the edition of AIA Document A 201, General Conditions of the
Contract for Construction as modified by the City and as otherwise
stated herein.
46. Delete Sections 9.3 and 9.4 in their entireties.
47. The third sentence of Section 9.9 is amended to read as follows:
However, the Architect's materials shall not include the Owner's confidential or
proprietary information.
48. Section 10.2.1.1 is amended to read as follows:
.1 Out-of-town travel and subsistence if approved in writing
in advance by the Owner;
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49. Section 10.2.1.3 is amended to read as follows:
.3 reproductions, plots, standard form documents, postage,
handling and delivery of Instruments of Services, not
included as part of Basic Services;
50. Section 10.2.1.5 is amended to read as follows:
.5 Renderings, models and mock-ups requested by the Owner,
which are not included in basic services.
51. Section 10.2.1.6 shall be deleted in its entirety, for costs of insurance as required herein
are not reimbursable. Architect is required to procure the coverages and limits of
insurance as enumerated in these Supplemental Conditions.
52. Section 10.3.2 is amended to read as follows:
Payments for Basic Services shall be made no more than once a
month and shall be based upon a time and materials basis;
provided the not -to -exceed amounts specified herein are not
exceeded.
53. Sections 10.3.3 and 10.3.4 are hereby deleted in its entireties.
54. Section 10.5 is amended to read as follows:
No deduction shall be made from the Architect's compensation on
account of a penalty, liquidated damages or other sums withheld
from payments to contractors, or on account of the cost of changes
in the Work; provided, however, the Owner may deduct from
Architect's compensation any amount which Owner believes
Architect is liable.
55. Section 11.2.2 is amended to read as follows:
Compensation for Basic Services as set forth in this Agreement
and these Supplemental Conditions shall be an amount not to
exceed the following for each phase of service based upon the rate
schedule, which is attached hereto as Exhibit "A" and incorporated
herein for all intents and purposes:
Phase
Not to Exceed Amount
Preliminary Design Phase
$12,000.00
Final Design Phase
10,500.00
Bidding Phase
1,500.00
Construction Phase
6,000.00
Total Basic Compensation
$30,000.00
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56. Section 11.3.3 is amended to read as follows:
For Additional Services of Consultants, including additional
structural, mechanical and electrical engineering services and those
provided under Section 3.4.19 or identified in Article 12 a part of
Additional Services, a multiple of one and one -tenth (1.10) times
the amounts billed to the Architect for such services; provided that
the geotechnical investigation services shall not exceed TWO
THOUSAND AND NO/100 DOLLARS ($2,000.00).
57. Section 11.4 is amended to read as follows:
For Reimbursable Expenses, as described in Section 10.2, and any
other items included in Article 12 as Reimbursable Expenses, a
multiple of one and one -tenth (1.10) times the expenses incurred
by the Architect, the Architect's employees and consultants
directly related to the Project; provided, however, the total
reimbursable expenses under this Agreement shall not exceed
TWO THOUSAND AND NO/100 DOLLARS ($2,000.00).
Additionally, the Architect must tender invoices for Reimbursable
Expenses to the Owner within sixty (60) days after the same are
incurred by the Architect. The Owner shall not be liable for any
Reimbursable Expenses that were not submitted originally during
this sixty-day period and the Architect shall not seek
reimbursement for the same.
58. Section 11.5.1 is hereby deleted in its entirety.
59. Paragraph 11.5.2 shall read as follows:
Payments are due and payable thirty days from the date of the
Owner's receipt of the Architect's invoice. Amounts unpaid 30
days after the Owner's receipt of the invoice shall bear interest at
the rate entered below:
at the rate indicated in Section 2251.025 of the Texas Government Code.
60. Section 12 is amended by adding the following as 12.3:
ARCHITECT AGREES TO AND SHALL
INDEMNIFY AND HOLD HARMLESS AND
DEFEND THE OWNER, ITS OFFICERS,
AGENTS, AND EMPLOYEES (HEREINAFTER
REFERRED TO AS THE "OWNER") FROM
AND AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, CAUSES OF ACTION,
SUITS AND LIABILITY OF EVERY KIND,
INCLUDING ALL EXPENSES OF LITIGATION,
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COURT COSTS, AND ATTORNEY'S FEES, FOR
INJURY TO OR DEATH OF ANY PERSON,
FOR DAMAGE TO ANY PROPERTY, OR FOR
ANY BREACH OF CONTRACT, ARISING OUT
OF, OR IN CONNECTION WITH THE WORK
DONE BY ARCHITECT UNDER THIS
CONTRACT CAUSED BY THE SOLE OR
JOINT NEGLIGENCE OF ARCHITECT. IT IS
THE EXPRESSED INTENTION OF THE
PARTIES HERETO, BOTH ARCHITECT AND
THE OWNER, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY ARCHITECT TO INDEMNIFY
AND PROTECT THE OWNER FROM THE
CONSEQUENCES OF ARCHITECT'S OWN
NEGLIGENCE, WHETHER THAT
NEGLIGENCE IS THE SOLE OR A
CONCURRING CAUSE OF THE RESULTING
INJURY, DEATH OR DAMAGE. SUCH
INDEMNITY SHALL NOT APPLY, HOWEVER,
TO LIABILITY ARISING FROM THE
PERSONAL INJURY, DEATH, OR PROPERTY
DAMAGE OF PERSONS THAT IS CAUSED BY
OR RESULTS FROM THE NEGLIGENCE OF
THE OWNER. IN THE EVENT THAT ANY
ACTION OR PROCEEDING IS BROUGHT
AGAINST THE OWNER FROM WHICH THE
OWNER IS INDEMNIFIED, ARCHITECT
FURTHER AGREES AND COVENANTS TO
DEFEND THE ACTION OR PROCEEDING BY
LEGAL COUNSEL ACCEPTABLE TO THE
OWNER. THE INDEMNITY PROVIDED FOR
IN THIS Section 12.3 SHALL SURVIVE THE
TERMINATION OR EXPIRATION OF THIS
AGREEMENT.
By this Agreement, the Owner does not consent to litigation or
suit, and the Owner hereby expressly revokes any consent to
litigation that it may have granted by the terms of this
Contract or any other contract or agreement, any charter, or
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applicable state law. Nothing herein shall be construed so as to
limit or waive Owner's sovereign immunity. Architect
assumes full responsibility for its work performed hereunder
and hereby releases, relinquishes and discharges Owner, its
officers, agents, and employees from all claims, demands, and
causes of action of every kind and character for any injury to
or death of any person and/or any loss of or damage to any
property that is caused by or alleged to be caused by, arising
out of, or in connection with Architect's work to be performed
hereunder. This release shall apply with respect to Architect's
work regardless of whether said claims, demands, and causes
of action are covered in whole or in part by insurance.
The protections afforded to the Owner in this article 12.3 shall
control and supersede any apportionment of liability or release
of liability contained elsewhere in the Contract Documents.
61. Section 12 is amended by adding the following as 12.4:
Throughout the term of this Agreement, the Architect at its own
expense shall purchase, maintain and keep in force and effect
insurance against claims for injuries to or death of persons or
damages to property which may arise out of or result from the
Architect's operations and/or performance of the work under this
Agreement, whether such operations and/or performance be by the
Architect, its agents, representatives, volunteers, employees or
subcontractors or by anyone directly or indirectly employed by any
of them, or by anyone for whose acts any of them may be liable.
The Architect's insurance coverage shall be primary insurance
with respect to the Owner, its officers, agents and employees. Any
insurance or self-insurance maintained by the Owner, its officials,
agents and employees shall be considered in excess of the
Architect's insurance and shall not contribute to it. Further, the
Architect shall include all subcontractors as additional insureds
under its commercial general liability policies or shall furnish
separate certificates and endorsements for each subcontractor. All
coverage for subcontractors shall be subject to all of the
requirements stated herein.
The following is a list of standard insurance policies along with
their respective minimum coverage amounts required in this
contract:
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Commercial General Liability (CGL)
General Aggregate: $1,000,000
Products & Completed Operations: $1,000,000
Personal & Advertising Injury: $1,000,000
Per Occurrence: $500,000
a. Coverage shall be at least as broad as ISO CG 00 01 10 93
b. No coverage shall be excluded from standard policy without
notification of individual exclusions being attached for review and
acceptance.
Business Automobile Policy (BAP)
Combined Single Limits: $1,000,000
a. Coverage for "Any Auto."
Workers' Compensation Insurance
Statutory Limits
Employer's Liability: $500,000
Waiver of Subrogation required
Errors & Omissions (E&O)
Limit: $1,000,000
a. For all engineers, and/or design companies.
b. Claims -made form is acceptable.
Upon execution of this contract, Architect shall file with the
Owner valid Certificates of Insurance and endorsements acceptable
to the Owner. Such Certificates shall contain a provision that
coverage afforded under the policies will not be canceled,
suspended, voided, or reduced until at least thirty (30) days' prior
written notice has been given to the Owner via certified mail,
return receipt requested.
The Architect shall also file with the Owner valid Certificates of
Insurance covering all subcontractors.
The following are general requirements applicable to all policies:
a. AM Best Rating of B+:VII or better for all liability policies.
b. Insurance carriers licensed and admitted to do business in State
of Texas will be accepted.
c. Liability policies will be on occurrence form. E & 0 can be on
claims -made form.
d. Owner, its officials and employees are to be added as
Additional Insured to the commercial general liability and
business automobile policies.
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e. Upon request of and without cost to Owner, certified copies of
all insurance policies and/or certificates of insurance shall be
furnished to Owner's representative. Certificates of insurance
showing evidence of insurance coverage shall be provided to
Owner's representative prior to execution of this agreement.
f. Upon request of and without cost to Owner, loss runs (claims
listing) of any and/or all insurance coverage shall be furnished
to Owner's representative.
R:\Karen\Files\Engineering\Architect Agreements\BHA\City Hall Expansion Project \ALA B151-1997 Supplemental Conditions Revised.doc
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