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R-03-10-09-13E1 - 10/9/2003RESOLUTION NO . R -03-10-09-13E1 WHEREAS, the City of Round Rock desires to retain professional architectural services for the Clay Madsen Recreation Center Expansion Project, and WHEREAS, Spencer Godfrey, Inc. has submitted an Abbreviated Standard Form of Agreement Between Owner and Architect to provide said services, and WHEREAS, the City Council desires to enter into said Agreement with Spencer Godfrey, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Abbreviated Standard Form of Agreement Between Owner and Architect with Spencer Godfrey, Inc. for the Clay Madsen Recreation Center Expansion Project, a copy of said Agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 9th day of October, ATTEST NYLMayor Ci y f Round Rock, Texas CHRISTINE R. MARTINEZ, City Secretar QPFDesktop\,::ODMA/WORLDOX/0:/WDOX/RESOL?TTIjR31009E1.WPD/zmc 1997 Edition - Electronic Format AIA Document B151 - 1997 Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the day of , in the year 2003. (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) City of Round Rock 221 East Main Street Round Rock, Texas 78664 and the Architect: (Name, address and other information) Spencer Godfrey Architects, Inc. 1106 South Mays, Suite 220 Round Rock, Texas 78664 For the following Project: (Include detailed description of Project) Complete architectural, design, mechanical/electrical engineering services related to the following: Clay Madsen Recreation Center Cardiovascular Room interior expansion, including but not limited to a demolition plan, new construction floor plan, new reflected ceiling plan, new electrical power and lighting plans, new mechanical plan, and Project Manual/Specifications. The Owner and Architect agree as follows. 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 serviceswhich may be adjusted -as -the - eject -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.in the event that the Architect fails to meet the time limits set forth herein, the Owner shall be entitled to exercise all rights and remedies otherwise available to it, whether at law or in equity. ® Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. _ s e • . expires on 5/29/2004. EXHIBIT 1 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION The Architect's Basic Services consist of those described in Paragraphs 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. SC -14E -MAT -1-G DESIGN Du ASE 2:24 The Architect -shall -review -the-program -furnished -by 4he -Owner 4e -aseeftain 4he requirements-of-the-Projec-t-and-shall-arrive-at-a-mutual-understanding-of-suth-requirements with +he O er 2.2.3 The -Architect -shall -review -with -the -Owner -alternative -approaches -to -design -and - 2,-24 Based -on -the -mutually agreed -upon -program; -schedule -and _construction -budget requirements, 4he rents 36161-Architectill -prepare, -for -approval -by 4he -Owner; -Schematic -Design g -drawings-and-ethe-deeuments-illwArating-the-asale-and-relationship of Project compon nts vl i 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the program requirements provided approvedSc-matie -Design Documents -and -any adjustments -authorized -by the Owner -in 4he -program; -schedule -OF 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. 2.3.3 Five (5) copies each of the Design Development Documents shall be submitted to the Owner. each consisting of drawings and other documents to fix and describe the size. cross sections and character of the Project as to architectural, mechanical and electrical systems. materials. and such other essentials as may be necessary and appropriate. Said documents shall illustrate and describe the refinement of the design of the Proiect, establishing the scope, relationships, forms. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 4 Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 2 size and appearance of the Project by means of plans, sections and elevations, typical construction details. and equipment layouts. Said documents shall include outline specifications that identify major materials and systems and establish in general their quality levels. The Design Development Phase shall be completed within the agreed Performance Schedule. 2.3.4 The Architect shall submit to the Owner a Revised Statement of Probable Construction Cost in a form acceptable to the Owner. Any variance in the estimated construction costs that will adversely affect the established Project budget shall be submitted to the Owner with appropriate comments and recommendations prior to beginning the Construction Documents Phase. 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. 2.4.3 The Architect shall advise furnish the Owner a written revised Statement of Probable Construction Cost, indicating 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. 2.4.5 The Architect shall prepare Construction Documents from the approved Design Development Documents and updated budget, for approval by the Owner. and such Construction Documents shall set forth in detail the requirements of the entire Project, including the necessary bidding/proposal information: and the Architect shall assist the Owner in preparation of the bidding/proposal forms. shall utilize without modification the Owner's standard General and Supplemental Conditions. and shall draft all Special Conditions of the Agreement. The Owner's standard form of agreement between the Owner and the Contractor shall also be utilized without modification. along with the Owner's forms of Bid Bond. Performance Bond and Payment Bond. The Architect shall also compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications. and may include bidding/proposal requirements and sample forms. The Owner shall provide all standard documents for the Architect to include in the Project Manual. 2.4.6 The Architect shall file five (5) complete sets of proposed Construction Documents with the Owner for review and official approval prior to the advertisement for bids/proposals for the construction of the Project. and within the a_rq eed W Performance Schedule following approval of the Design Development Documents. Following approval, the Architect shall prepare and have on hand additional sets as THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY I5 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. ashington, D.C. 20006-5292 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. needed for bidding/proposal purposes. Should additional sets be required, the Architect shall be reimbursed for same as an eligible reimbursable expense, upon approval in advance by the Owner. The Architect shall also file the following items with the Owner at said time: (1) Tracing of the Project Title Sheet, signed by the Architect. with seal affixed. (This tracing shall be returned to the Architect to print contract documents when the signatures of City officials have been properly affixed.) (2) Two (2) copies of detailed cost estimates in a form acceptable to the Owner. (3) Four (4) unbound copies of the approved Project Construction Manual for subsequent binding wth signed construction contracts. The Project Construction Manual shall include General and Supplemental General Conditions: Specifications and Special Provisions, Advertisement. Instruction to Bidders/Proposers and Bid Proposal Form: City's Bid Bond. Agreement, Performance and Payment Bond Forms: approved Wage Rates: Federal regulations if applicable to the Project: and other required documents for construction of the Project. 2.4.6 The Architect shall be solely responsible for obtaining the prior approval of the Texas Department of Licensing and Regulation prior to submittal of all Construction Documents to the Owner for approval. Any fees charged by the Department for this approval shall be paid by the Architect as a reimbursable expense. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 1S ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 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. 2.5.1 Following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, the Architect shall assist the Owner in awarding a construction contract following legal public bid or proposal requirements. The Architect shall arrange for procuring the reproduction of Bidding/Proposal Documents, distributing same to prospective bidders or proposers, and maintaining records. The Owner shall be responsible for payment for the costs of reproduction of such documents. either directly or through reimbursement to the Architect. During the bid or proposal process. the Architect shall assist the Owner as follows: (1) Jointly conducting pre-bid conferences. including on-site visits as required. to endeavor to assure that bidders/proposers understand the Construction Documents. the various on-site conditions. and the coordination and scheduling requirements. :71F:::1'ir • sir 47;44116. (2) Preparing responses to questions from prospective bidders/proposers. and providing clarifications and interpretations of the Bidding Documents to all prospective bidders/proposers in the required form of addenda to Contract Documents 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. • Washington, D.C. 20006-5292 ® Copyright 1974, 1978, 1977, 1987, ® 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. (3) Assisting in the opening of bids/proposals, tabulation and evaluation of bids/proposals received, and advising on award of the contract. (4) Jointly conducting pre -award conferences where necessary. The Architect's assistance to the Owner shall include submitting written reviews and recommendations for awards based upon the acceptability of bids/proposals; and, if required by the Owner, more detailed analyses of specific bids/proposals. Reviews shall also consider the responsiveness of bids/proposals and their conformity with Bid/Proposal Documents. 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 m the City of Round Rock General Conditions. References to edition -of AIA Document A2oi, General Conditions of the Contract for Construction, shall refer to City of Round Rock General Conditionsenfrent -as -ef -the -date -ef -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 Paragraph 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 u, (i) 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 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 5 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. MIME 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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. 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 Subparagraph 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 (i) 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 (i) 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, with the Owner's prior written approval. 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 unreasonable 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 Copyright 1974, 1978, 1977, 1987, ® 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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, . • • • - ' • - : • - • • • , 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 Subparagraphs 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 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. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 1S ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 111111111111111111 2.6.17 The Architect shall render initial decisions on claims, disputes or other matters in '147U 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.AP NIP f �.• 2.6.18 2.6.17,-shall-be-subject-t6-med�iation-1d -mediation-provided-m-mss--Agreement-and-irk4he ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 7 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 Paragraphs 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 Paragraph 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 Paragraph 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 Subparagraph 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. 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 Subparagraph 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. 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 1S ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. 3.3.9 Preparing documents for alternate- or separate -OF -sequential bids OF -providing _AUTHENTICATION OF THIS ELECTRONICALLY • DRAFTED AIA DOCUMENT MAY BE MADE • BY USING AIA DOCUMENT D401. !. . 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing-ana -ef-the-Owner's -needs -and -the -ef-the Project. 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. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 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 Pr g s em -- nen- -the work-ef� • e ...-rnanager -separate- 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. D Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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. 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 6o 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. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. O Copyright 1974, 1978, 1977, 1987, ® 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 10 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 Paragraph 4.5 when such services are requested by the Architect and are reasonably required by the scope of the Project. subject to the Owner's approval. 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. 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 Paragraphs 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 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 11 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 alternate 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 Subparagraph 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 Paragraph 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 Clause 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 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 Subparagraph 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 See Article 12.6 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 1S ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. >11111111111111.Ir 01997 AIA® 6.1 Drawings, -specifications and -ether documents -including 4hese r„line orm prepared -by -the Architect -aid 4} Architect's -consultants n r. i n arp -Flt-1Ht'use - selely -with -respect 4e -this -}reject: -The -Architect -and -the Architect's -shall -be - deemed -the-authers-and-ew— =era-ef-their-recpective4nstrurneets-ef-Service-ar -shall-rein-all 6.2 Upeii-execution-ef this A groomer.# ♦he A rehiteei�s. the O nencxclusive- -0---__-__--,-I'TiS'If1�GCi-tV-LZIC'Vtt-IIeT ^ lic-ense4e-repro e4he Az a-hitcet!s „fir Se z-selely-1gr oses-efcenctruc-tingT ® Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 12 AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 using -and -maintaining -the Project, evided4h-at-the$ -shah-com -with-ah-ohl g ens - in g Pt -1 �-ef-ah s -when -due -,-under this Agreement. -The-Architect-shall- obt-ain -nonexclusive -licenses -the Architect's -consultants mi t -with -this Agreement: - -ef -this -Agreement -prier -to -completion -e€ 4he -Project -shall terminate -this -kcense: -Upon 4erminationT -the-Owner-shall-refrain -making -further reproductions-ef -of-Service-and-shall-return-to-theA- ect-within-seven-days= tear-nrinatien-all e gi a nd-repreductiensjn-the Owner's-Possession-or-c-ontrel:-If-and-upon the-date-the-Architect],�—d��__4s adjudged4o-dthultt-ef-this Agreement;-the-leregeing-licLensee-,shhall-be deemed __p}t�'��. C1 l -an t -replaced ' -a-second -nonexclusive ,a 1 �-permitting t -the-0wriier-�tVt authorize -other -similarly -credentialed -design -professionals-to-reproduce -an T -permitted by -law; 4e -make -thangesT erections -or -additions 4e -the -ef Seervice -solely -for - 6.3 Except -for -the -licenses -granted 4n -Paragraph -6 ; - e -ether -license -OE Fight -shall -be- deemed -granted -or -implied -under -this Agreement: -The -Owner -shall -net -assign -delegate; - pr}err-+mitten-ag ee�ment-o -the A rehjt Hewcver,- ie�t1'1''neY �A' -be-permitted-te'a th y^e the -Contractor; -Sub , -and -material -or -equipment -suppliers 4e reproduce applicable ions of -the -instruments ef-Set ee-in-their- execution -ef -the -Werk -by -license -granted -in -Paragraph -&z: -Submission -OF distribution -ef - Instruments �.a -e€ Service 40 -meet -official -regulatory -requirements -OF -for -similar -purposes 4n connection -with i t. a Pro • 4 not t b -construced-t, 5 , bt •cnf int. it it ronf• F ren- oof Service der -future -additions -OF alteratie�ns^4e�4his -Project{-Of -for -projects -unless -the - Owner �sThe-prier-written -agreement e-tlIe-A chitect�-the-Architecgs ror.nut{ar.fn - Any -unauthorized -use -of -the -ef-Service -shall -be -at -the s -sole ask -and 6.4 form -OF -the -Owner --providin'g4y-the' A rel" T -any -electronic -data -for •-into the Instruments4he-Owner -and 4he Architect -shall -by -separate -written _agreement -set forth • . . • .•. . - ... . . Service or ele-czcctron c- • ARTICLE 7 DISPUTE RESOLUTION 7.1 MEDIATION See Article 12.7 7.1.1 Any •-claim; -dispute -OF -ether -matter 4n -question -arising -out -ef -OE 4e this - Agreement -shall -be -subject 4e -mediation -as -a -eendition -precedent 4e -or -the - institution -of -legal -or -equitable -proceedings -by Acether -party; -11-such-meter-relates-to-or4s-the THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. fit -s �f -resolution-of-the- '45411Pi'llif 7.1.2 -question .-between . The--m-by. -mediation -which-, whi h -unless -the.. ) • - - - -o shall -be -in -with -the -partes -mutually -agree fherwine � -Industry -Mediation -Rules -o€ -the-American Arbitration -currently4n effect.-Reguest-for _Fled i„ writing ,it the -ether -party4o-this-Agreement-and• - - . . may -be - - -filing -of -a -demand -for -arbitration -but; -in -such event, for a -period -of -6e s Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 13 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 7.1.3 The-}parties-shall}aae-the-me m -feed -atm- ng fees—,,.all„ T>,e-mediation shall -be -held 4n -the -place -where 4he 4s wed; -unless -another -location 4s -mut - ' • -"greem_ : reached4n-mediation-shalt-be���te-as . _ ... _ -agreements 7.2 ARBITRATION 7.2.1 The Owner and the Architect hereby expressly agree that no claims or disputes between the Owner and the Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state arbitration statute. Any-claimrdispute be -subject -te '-Prier-te ,-the-parties-shaat-endeavor4e reselle-di putes-by 7.2.2 Vis; -disputes -and -ether-===afters -in -question -between 4he -parties -that -are -net - resetved-b}hien-shall-be-decided -arbitration which; -unless -the -parties -D ally-agree- ot�wise, -shall -be -in -with -the -Construction -Industry Arbitration files -ef -the American bitratien-Association-c- ently4n effect. -T -lie -demand -for -arbitration -shall -be -filed - in -writing -with 4he -ether -party -te this -Agreement -and -with -the American -Arbitration - Association. 7.2.3 A -demand -for -arbitration -shall -be -made -within -a -reasonable 4ime -after -the } - dispote-er-other-matter-in -hes a ni evert hall -the -demand -arbitration -be - m ade -a€ter 4he -date -when 4nstitutien -of-legal -er -Equitable -proceedings -based -on-such -e-laini; - 7.2.4 Ne -arbitration -arising -out -ef -er -relating 40 -this -Agreement -shall Jude, -by - conselidatien -joinder-or4n-any-ether anner;-an-additional-person-or-entity-net-a-party-te this -except -by -written-consent -containing -a -specific -reference 4e this -Agreement and -signed -by I{the -Owner,-Architect; -and -any -ether -person iso{ -OF j -entity -sought 4e -be -joined:- - Censent4o-a[-bitra'tie};- Ling -an -add do -or-entity-shall ^orZVI c•+'1.�Citute c—onsent4o- arbitration -ef -any �; -dispute��b-er -other -matter 4n -question -not-described -in 4he -written - arbitrate-and-ether-agreements4o-abb e -with -an t arsal-person-or y -E;eed to -by -parties -to -this -shall-be s eeifieally enf„rceal.lo }}-applicable THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. a 7.2.5 the-ward-rendered-by-the-alrbitrator -arbitrators-shall-be-final;-and-judgment--may 45.. • - 7.3 CLAIMS FOR CONSEQUENTIAL DAMAGES limitation, —alt-eequent l -d; ese-te-either-party's rmination Ar+ ARTICLE 8 TERMINATION OR SUSPENSION 01997 AIA® AIA DOCUMENT 8151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT -accordance-with The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 O Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute ot Architects. Reproduction ot the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 14 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 3o 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, only to the extent that the Architect actually incurs expenses as a consequence of such suspension. 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. 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, ••- _ 8.7 Termination -Expenses -are -in -addition 4o -eempensat-ion -for -the s -of -the i, greemen4 nnd include expcnne . . . . • . .. . : which -t _ Archi eci is •Ti net othe e compensated'_„lus-are na for the A rchiteet! to rofiteor the- lue_ ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 This Agreement shall be governed by the law of the state of Texas. and venue shall lie in Williamson County. Texas.principal -place -of -business -of -Architect, ice, -unless otherwise pro. •il aua.n e n d • Ari• l j+ , 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A2o1, General Conditions of the Contract for Construction, as modified by the Owner and the Contractor. . - .. • • . 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. 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 15 I f THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. '44;11;"Af i•f t 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 A2oi, 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. 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 4 days prior to the ISU ; requested dates of execution. The Architect shall not be required to execute certificates that q4• •': would require knowledge, services or responsibilities beyond the scope of this Agreement. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ■.iw■ 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 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 16 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 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 be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Subparagraph 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 services 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 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 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 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. ® Copyright 1974, 1978, 1977, 1987, ® 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 17 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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, ifnecessary.) 11.3.3 For Additional Services of Consultants, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of one (1_0 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, ifrequired.) 11.4 REIMBURSABLE EXPENSES For Reimbursable Expenses, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of one ( 1_0) times the expenses incurred by the Architect, the Architect's employees and consultants directly related to the Project. 11.5 ADDITIONAL PROVISIONS 1111..5,�.{1��. ^Tf-� Basie-SO ince s -e �v', ed byp4� �h�i's',_Agreem�ent-have-net-beep l to months. -e "Che -date -hereof, u"gh -no -fault -ofThe t, rcTIIchite^ct, ion -of-thef` rcTitchitect's - THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 11.5.1 The term of this Agreement shall be as follows: Construction Documents Phase shall be completed within ninety (90) days from Notice to Proceed: Bid Negotiation and Bidding Phase shall be completed within fortv-five (45) days thereafter: Construction Administration Phase shall extend until final completion of the Project and all architectural/engineering services in connection therewith. and resolution of any outstanding Project -related claims or disputes. 11.5.2 Payments are due and payable thirty (30 ) days from the date of the Owner's receipt of the Architect's invoice. Amounts unpaid sixty (60 ) days after the invoice receipt 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.) Ten percent (10%) per annum. but in no event higher than the highest rate allowable by law. (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 -fur Additional Services -shall -be -adjusted -i 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.) © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 19 "01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 STANDARD OF CARE 12.1 The Architect shall provide its services in accordance with the accepted standards for architects providing services related to projects of similar size and scope, and in the general geographic area, of the Project. WARRANTY DISCLAIMER 12.2 Any language, term, or condition of this Agreement to the contrary notwithstanding, THE ARCHITECT MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, REGARDING THE ARCHITECT'S SERVICES. WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. INDEPENDENT CONTRACTOR 12.3 The Owner and the Architect understand, acknowledge, and agree that the Architect shall be acting as an independent contractor at all times during the performance of this Agreement, and no provision or obligation expressed or implied in this Agreement shall create an employment, agency, or fiduciary relationship. PAYMENTS TO THE ARCHITECT 12.4 Payments to the Architect are due within thirty 30) days from the date of Owner's receipt of the invoice. Services are subject to suspension if payment has not been received ninety (90) days from the date of the invoice. STATEMENT REQUIRED BY TEXAS LEGISLATURE 12.5 The Texas Board of Architectural Examiners, 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942. Phone: 512/305-9000. has jurisdiction over individuals licensed under the Architect's Registration Law. Texas Civil Statutes. Article 249a. The Board's Internet address is www.tbae.state.tx.us. OWNERSHIP OF DOCUMENTS 12.6 The Owner acknowledges the Architect's Construction Documents as instruments of professional service. Nevertheless, the Construction Documents prepared under this Agreement shall become the property of the Owner upon payment in full of all money due to the Architect. The Owner shall not reuse or make Copyright 1974, 1978, 1977, 1987, ® 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 20 01997 MAO AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 any modification to the Construction Documents in connection with anv project other than the Project without the prior written authorization of the Architect. THE OWNER AGREES. TO THE FULLEST EXTENT PERMITTED BY LAW. TO INDEMNIFY AND HOLD THE ARCHITECT AND ITS CONSULTANTS (INDEMNITEES) HARMLESS FROM ANY CLAIM. LIABILITY OR COST (INCLUDING REASONABLE ATTORNEY'S FEES AND DEFENSE COSTS) ARISING OUT OF ANY UNAUTHORIZED REUSE OR MODIFICATION OF THE CONSTRUCTION DOCUMENTS BY THE OWNER OR ANY PERSON OR ENTITY THAT ACQUIRES OR OBTAINS THE CONSTRUCTION DOCUMENTS FROM OR THROUGH THE OWNER WITHOUT THE WRITTEN AUTHORIZATION OF THE ARCHITECT. EVEN IF THE SAME IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY INDEMNITEE TO THE EXTENT. BUT NO FURTHER. THAN THE NEGLIGENCE OF THE INDEMNITEE AS BASED UPON A FINAL DETERMINATION IN A COURT OF COMPETENT JURISDICTION THAT THE INDEMNITEE WAS NEGLIGENT IN ALLOWING THE OWNER TO REMAIN IN POSSESSION OF SUCH CONSTRUCTION DOCUMENTS. BUT NOT OTHERWISE. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 1S ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. MEDIATION 12.7 In an effort to resolve any conflicts that arise during the design or construction of the Project or following the completion of the Project. the Owner and the Architect agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. ADA COMPLIANCE 12.8 The Americans with Disabilities Act (ADA) provides that it is a violation of the ADA to design and construct a facility for first occupancy later than January 26. 1993. that does not meet the accessibility and usability requirements of the ADA except where an entity can demonstrate that it is structurally impractical to meet such requirements. The Owner acknowledges that the requirements of the ADA will be subject to various and possibly contradictory interpretations. The Architect. therefore. will use his or her reasonable professional efforts to interpret applicable ADA requirements and other federal. state. and local laws, rules. codes, ordinances and regulations as they apply to the Project. The Architect. however. cannot and does not warrant or guarantee that the Owner's Project will comply with interpretations of ADA requirements and regulations as they apply to the Project. but shall submit appropriate documents to be approved by the appropriate governing bodies with respect to the state's architectural barriers laws. rules and regulations. HAZARDOUS MATERIALS 12.9 It is acknowledged by both parties that the Architect's scope of services does not include any services related to asbestos or hazardous or toxic materials. In the event the Architect or any other party encounters asbestos or hazardous or toxic 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 21 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 DATE: October 3, 2003 SUBJECT: City Council Meeting - October 9, 2003 ITEM: 13.E.1. Consider a resolution authorizing the Mayor to execute a Standard Form of Agreement Between Owner and Architect with Spencer Godfrey, Inc. for the Clay Madsen Recreation Center Expansion. Resource: Sharon Prete, Parks and Recreation Director History: Based upon program needs and customer surveys, we will expand the size of the cardio/weight room by decreasing the size of the TV room and the aerobics rooms. We will move floor exercise programs to the multipurpose room, and add a small babysitting room out of a portion of the aerobics room. The total project cost is $106,000.00. Funding: Cost: $9,000.00 Source of Funds: Self Financed General Capital Project Funds Outside Resources: Spencer Godfrey Impact/Benefit: This re -configuration of the cardio/weight room will allow more patrons to utilize this currently overcrowded area. Public Comment: Based on surveying patrons, there is a demand for a larger cardio/weight room and babysitting services, and Tess of a demand for the television area. Sponsor: Parks and Recreation Department EXECUTED DOCUMENT FOLLOWS 1997 Edition - Electronic Format AIA Document B151 - 1997 Abbreviated Standard Form of Agreement Between Owner and Architect th AGREEMENT made as of the day of in the year 2003. (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) City of Round Rock 221 East Main Street Round Rock, Texas 78664 and the Architect: (Name, address and otherinformation) THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. Spencer Godfrey Architects, Inc. 1106 South Mays, Suite 220 Round Rock, Texas 78664 For the following Project: (Include detailed description of Project) Complete architectural, design, mechanical/electrical engineering services related to the following: Clay Madsen Recreation Center Cardiovascular Room interior expansion, including but not limited to a demolition plan, new construction floor plan, new reflected ceiling plan, new electrical power and lighting plans, new mechanical plan, and Project Manual/Specifications. The Owner and Architect agree as follows. 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.ln the event that the Architect fails to meet the time limits set forth herein, the Owner shall be entitled to exercise all rights and remedies otherwise available to it, whether at law or in equity. © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. R -03 -/o -CQ -130 NEM SIP 1116 ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. Said documents shall include outline specifications that identify major materials and systems and establish in general their quality levels. The Design Development Phase shall be completed within the agreed Performance Schedule. 2.3.4 The Architect shall submit to the Owner a Revised Statement of Probable Construction Cost in a form acceptable to the Owner. Any variance in the estimated construction costs that will adversely affect the established Protect budget shall be submitted to the Owner with appropriate comments and recommendations prior to beginning the Construction Documents Phase. 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. 2.4.3 The Architect shall advise furnish the Owner a written revised Statement of Probable Construction Cost, indicating 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. 2.4.5 The Architect shall prepare Construction Documents from the approved Design Development Documents and updated budget, for approval by the Owner, and such Construction Documents shall set forth in detail the requirements of the entire Project, including the necessary bidding/proposal information: and the Architect shall assist the Owner in preparation of the bidding/proposal forms, shall utilize without modification the Owner's standard General and Supplemental Conditions, and shall draft all Special Conditions of the Agreement. The Owner's standard form of agreement between the Owner and the Contractor shall also be utilized without modification, along with the Owner's forms of Bid Bond, Performance Bond and Payment Bond. The Architect shall also compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications, and may include bidding/proposal requirements and sample forms. The Owner shall provide all standard documents for the Architect to include in the Project Manual. 2.4.6 The Architect shall file five (5) complete sets of proposed Construction Documents with the Owner for review and official approval prior to the advertisement for bids/proposals for the construction of the Project, and within the agreed Performance Schedule following approval of the Design Development Documents. Following approval, the Architect shall prepare and have on hand additional sets as THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. ashington, D.C. 20006-5292 O Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 3 needed for bidding/proposal purposes. Should additional sets be required, the Architect shall be reimbursed for same as an eligible reimbursable expense, upon approval in advance by the Owner. The Architect shall also file the following items with the Owner at said time: (1) Tracing of the Project Title Sheet, signed by the Architect, with seal affixed. (This tracing shall be returned to the Architect to print contract documents when the signatures of City officials have been properly affixed.) (2) Two (2) copies of detailed cost estimates in a form acceptable to the Owner. (3) Four (4) unbound copies of the approved Project Construction Manual for subsequent binding wth signed construction contracts. The Project Construction Manual shall include General and Supplemental General Conditions; Specifications and Special Provisions, Advertisement, Instruction to Bidders/Proposers and Bid Proposal Form; City's Bid Bond, Agreement, Performance and Payment Bond Forms; approved Wage Rates; Federal regulations if applicable to the Project; and other required documents for construction of the Project. 2.4.6 The Architect shall be solely responsible for obtaining the prior approval of the Texas Department of Licensing and Regulation prior to submittal of all Construction Documents to the Owner for approval. Any fees charged by the Department for this approval shall be paid by the Architect as a reimbursable expense. 2.5 BIDDING OR NEGOTIATION PHASE THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 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. 2.5.1 Following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, the Architect shall assist the Owner in awarding a construction contract following legal public bid or proposal requirements. The Architect shall arrange for procuring the reproduction of Bidding/Proposal Documents, distributing same to prospective bidders or proposers, and maintaining records. The Owner shall be responsible for payment for the costs of reproduction of such documents, either directly or through reimbursement to the Architect. During the bid or proposal process, the Architect shall assist the Owner as follows: (1) Jointly conducting pre-bid conferences, including on-site visits as required, to endeavor to assure that bidders/proposers understand the Construction Documents, the various on-site conditions, and the coordination and scheduling requirements. (2) Preparing responses to questions from prospective bidders/proposers, and providing clarifications and interpretations of the Bidding Documents to all prospective bidders/proposers in the required form of addenda to Contract Documents. © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 4 rll111110111.■ 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 (3) Assisting in the opening of bids/proposals, tabulation and evaluation of bids/proposals received, and advising on award of the contract. (4) Jointly conducting pre -award conferences where necessary. The Architect's assistance to the Owner shall include submitting written reviews and recommendations for awards based upon the acceptability of bids/proposals: and, if required by the Owner, more detailed analyses of specific bids/proposals. Reviews shall also consider the responsiveness of bids/proposals and their conformity with Bid/Proposal Documents. 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 6o 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 City of Round Rock General Conditions. References to edition -e€ AIA Document A2o1, General Conditions of the Contract for Construction, shall refer to City of Round Rock General Conditionscurrent -as -ef -the -date -ef 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 Paragraph 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 © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ys,A ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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. 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 Subparagraph 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 (i) 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 (i) 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, with the Owner's prior written approval, 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 unreasonable 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 © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 1S ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 11111111111111111111. ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 w, 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, . • - • • - ' - - - - - • • , 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 Subparagraphs 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 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 2.6.17, -shall -be -subject -to -mediation -ander-as-providedl this -Agreement -and :Hi -the Contract Documents ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 7 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. MINN f4, r WhY ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 Paragraphs 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 Paragraph 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 Paragraph 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 Subparagraph 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. 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 Subparagraph 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. © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ©1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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; or separate -Of -sequential tt bids_ -providing er s retie • . • . • . . . . . . �*� 11�L l� con�tructioypr te4he_complet oof the • � • av l 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing -anal -ef the e s needs -and -the -rents -ef -the Projec. 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. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 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 serviccs--ice -with-the k-ef-an truct;on-mranager 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. © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. -AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ©1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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. 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 6o 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. © Copyright 1974, 1978, 1977, 1987, Co 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 10 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 Paragraph 4.5 when such services are requested by the Architect and are reasonably required by the scope of the Project, subject to the Owner's approval. 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. 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 Paragraphs 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 © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 11 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 1S ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 alternate 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 Subparagraph 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 Paragraph 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 Clause 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 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 Subparagraph 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 See Article 12.6 6.1 Dings, -specifications ion -and -ether -documents-icing -these -in-electronic form, prepared -by -the�� itect -and -the Architect's consultants -are -Instruments -of -Service -for -use - solely A -with -respect 4e this -Proje�cFt --The -Architect -and -the Architect's onsu1tants shall -be deemed-the'othor. -adv nners-Vf The2i_re�Y�e Ins rumen s� Service -and -shall -retain -all 6.2 DPen exec -e this Agreement, -the ^ rchitect grants -e -the -Owner -a r xclusive Bcense4e-reproduce- he Architect's instruments-ef S�-solely-fer eses © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 12 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. MINN 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT _AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 using -and -the Project, -provided - he -shall c -with-all , including -under this -Agreement.- he Architect -shall obtain-.�imilar -nonexclusive 1i . -from "Che Architect's -consultants -consistent -with this Agreement. Any 4ermination -ef this -Agreement -prier -te -ef 4he Project -shall terminate this license. -Upon -such -termination, -the -Owner -shall -refrain ung further reproductions-ef -ef Service -and -shall rte-theArehiteet-within-seven-days-of termination -all —originals—and—reproductions-in-the Owner's-possessionor-eont-rol,4f-and_upon the-date4he Architect -is -adjudged -in default-ef this Agreement,-the-foregoing-iceuse--shall-be deemed -terminated -and -replaced -by -a second, -nonexclusive 4ieense -permitting -the -te authorize -ether -similarly credentialed -design -professionals -to -reproduce and, -where -permitted by 1.w, 4e make _changes, corrections -OF _additions ice+ the Instruments -of -Service solely THIS DOCUMENT HAS IMPORTANT LEGAL 6.3 Except -for -the licenses granted -in -Paragraph —6 -no other -license -OF -right -shall -be - CONSEQUENCES. CONSULTATION WITH AN deemed granted -OF -implied -under this Agreement. -The -shall -not -assign, -F elegaa e, ATTORNEY IS ENCOURAGED WITH RESPECT .. TO ITS COMPLETION OR MODIFICATION. prior -written -agreement -of -the Architect. r -the -Owner shall -be -permitted -to -authorize AUTHENTICATION OF THIS ELECTRONICALLY the , -subcontractors- -and mm -or _equipment_suppliers40 DRAFTED AIA DOCUMENT MAY BE MADE reproduce-appl cable-portions-ef the instruments-ef-Service }oma} -kw -use -ie- r BY USING AIA DOCUMENT D401. execution -ef -the -Work -by -license -granted -in Paragraph -6:-2, fission -or -ef - Instruments -ef Service 4e -meet -official Yeg -or -for pilar -purposes -40 connection -with -the Project-is-net-te-be r-�ed-as -io-derma-ef-the-reseed of Service -for -future -additions -e 4e -this -er -for -ether -projects, -Mess -the - Owner obtains the -prier written agreement -ef-he Architect -and -the Architect's -consultants, - Any sized use -of -the Instruments -of Service -shall -be -at -the Owner's -sole -and 6.4 for mI- of -the -providing 4e -the Architect -any tileCtronic -data .Tf.Vr-incorporation-fit 41he - Instruments -ef Service, -the -Owner -and -theArchitect-shall 13�-written y -agreement-set -t}e_speeifi cons -#7o`4 erning thezrie- ormat-ef-ssuel} Ins+rumenis-of C -or eleicctronic ARTICLE 7 DISPUTE RESOLUTION 7.1 MEDIATION See Article 12.7 r..11ll■I 7.1.1 Any -dispute -Of other -matter 4n -question -arising -out -of -Of -related 4e this - Agreement -shall -be "subject 4e -mediation -as -a -condition -precedent 4e -arbitration -Of -the - . .�IIs.[ °� . institution-of-legal-or-equitable-proc-by either party. relates4e-ergs-the ''. ' ,tr i ver with cable-law-tocem-ply-wi#h-thedien-notice-er ilingdeadlins-pr=ier-te 45.1410.41ir 01997 AIM/ 7.1.2 AIA DOCUMENT B151-1997 in -question-between mediation ,� -unless -the -Parties mutually "'-ABBREVIATED OWNER -ARCHITECT shall -be -in -accordance } -the Construction -industry -Mediation Rules -of -theAmerican AGREEMENT -Association eurrently-fie effect.-Request-for_mediation-shall-be-filed-io-writing-with- the-ether-party-te-this Agreement -and . -the-American-Arbitration a iation a request The American Institute of Architects may -be -made concurrently -with -the -filing -ef -a -demand -for -arbitration but, -in -such event, 1735 New York Avenue, N.W. .. .. . ' .. - • _ Washington, D.C. 20006-5292 be -stayed -pending mediation-fora-period-of-6o-days-fr-em-the-date © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 13 7.1.3 Theparties a -the map -fee -a- any -filing fees- he -mediation shall -be -held -in -the -place -where -the -Project -is -located, -unless -another -location 4s -mutually - agreed-u-pon Agreements--reached-in-mediation-shall-be-enforceablet -as ses t 7.2 ARBITRATION 7.2.1 The Owner and the Architect hereby expressly agree that no claims or disputes between the Owner and the Architect arising out of or relating to the contract documents or a breach thereof shall be decided by any arbitration proceeding, including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Section 1-14) or any applicable state arbitration statute. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY Any claim, dispute : . • • - --out-of-or-related _ - - ..... DRAFTED AIA DOCUMENT MAY BE MADE be-subject4er en ,-the-parties-shall-deavor-to-resolve-disputes-by BY USING AIA DOCUMENT D401. 7.2.2 Claims, -disputes -and -other-matters -in -question .between -the -paries -that .are .net - resofved-by-m ion-shall-be-decided-by-arbitration-whiehr-unless-the-parties-m tually-agree thetwise, -shall -be -in accordance -with -the Rules -ef -the American -Arbitration n sloe ation-cur -in effect. -Them -for -arbitration -s all -be -sled in -writing -with -the -other -party 4e this Agreement -and -wit=h -the American Arbitration - Association. 7.2.3 A demand -for -shall -be -made-within-a -reasonable a -after 4he claim, dispute -or -other -matter -in -question has arisen. -In -no event -shall -the -demand -for -arbitration -be made -after 4he-date when 4nstitution-of-legal-er-eq le -proceedings -based -en -such claim, 7.2.4 Ne -arbitration -arising mut -ef -or -relating 4e this Agreement 441c -hide, -by - consolidation -or -joinder-or-n-any other manner, -a» additional person-ef entity-net-a-pai4y-te this Agreement, except -by -vmittenconsent-containing -e-specific reference 4e this Agreement and -signed -by -the Architect, -and -any -other -person -OF -entity -sought -te -be -joined. - Consent-te arbitration involving -a» additional person-ef entity-shall-iiet constitute onsent-e arbitration -ef any claim, -dispute -Or -ether -matter 4n -question -net -described 4n 4he-written - eonsen t-er - • ' . . - .. _ .. .... - - arbitrate -and -other -te-arbitrate-with-an-additional-person-or y -duly d to-by-parties-te this _ -sha14-be-specifically -enforceable-in accordance -with -applicable MUM 7.2.5 T-hwere-arddered-by-the-arbitrator-or-ar-bitrators-shall-be-final;-and judgment -nay ii1rj; 7.3 CLAIMS FOR CONSEQUENTIAL DAMAGES question" arising -e t o f or relaf ing +o limitation; 4e -all nseguential-d mage's-damages-either-party's termination vvrr�ccjRGTii'ILCZ Article$ ARTICLE 8 TERMINATION OR SUSPENSION © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 14 ©1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 3o 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, only to the extent that the Architect actually incurs expenses as a consequence of such suspension. 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. 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_ - •• - - • '. . 8.7 Termination Expenses -are -in -addition 4e .pensation . -the services -ef -the Agreement an.l� � exp� ��-the a r^TIIL ZiCect-i - 3 et--ompennated, plus -an -amount -for -the Architect's-precit-en-the e - ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 This Agreement shall be governed by the law of the state of Texas, and venue shall lie in Williamson County, Texas.principal -place -ef-business -ef -the Architect, -unless - 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A2o1, General Conditions of the Contract for Construction, as modified by the Owner and the Contractor. • • • - .. - . • • • - •• - 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. © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 15 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 A2o1, 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. 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 © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 16 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT 13151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 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 be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Subparagraph 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 services 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 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 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 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. © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 17 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ©1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 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 THIS DOCUMENT HAS IMPORTANT LEGAL available to the Owner or the Owner's authorized representative at mutually convenient times. CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 An-InitialPay -ef 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, ifnecessary.) A fixed fee of Seven Thousand and No/100 Dollars ($7,000.00), plus Reimbursable Expenses in an estimated amount of Four Thousand and No/100 Dollars ($4,000.00). 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.) . . r Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: Total Basic Compensation: Twenty-five Fifty Five Twenty 11.3 COMPENSATION FOR ADDITIONAL SERVICES percent ( %} percent (25 %) percent (50 %) percent (05 %) percent (20 %) one hundred percent (1000/0) 11.3.1 For Project Representation Beyond Basic Services, as described in Paragraph 3.2, compensation shall be computed as follows: Compensation, if any, shall be negotiated by the Owner and the Architect if and when the Owner requests such services. 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 © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 18 ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 in Article 12 as pari 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, ifnecessary.) 11.3.3 For Additional Services of Consultants, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of one (1_0) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, ifrequired.) 11.4 REIMBURSABLE EXPENSES For Reimbursable Expenses, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of one (1_0) 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_Basie cs ed -by this eement-haves been_ o ed w 4 4- menths -ef -the -date hereof, -through -facet -e -the Architect, -extension -ef -the Architect's - THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 11.5.1 The term of this Agreement shall be as follows: Construction Documents Phase shall be completed within ninety (90) days from Notice to Proceed: Bid Negotiation and Bidding Phase shall be completed within forty-five (45) days thereafter: Construction Administration Phase shall extend until final completion of the Project and all architectural/engineering services in connection therewith, and resolution of any outstanding Project -related claims or disputes. 11.5.2 Payments are due and payable thirty (30 ) days from the date of the Owner's receipt of the Architect's invoice. Amounts unpaid sixty (60 ) days after the invoice receipt 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.) Ten percent (10%)per annum, but in no event higher than the highest rate allowable by law. (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 -end -multiples -set -Ter4h -feu Additional Services -be -adjusted -in 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.) © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 19 ..111111111111 -01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 STANDARD OF CARE 12.1 The Architect shall provide its services in accordance with the accepted standards for architects providing services related to projects of similar size and scope, and in the general geographic area, of the Project. WARRANTY DISCLAIMER 12.2 Any language, term, or condition of this Agreement to the contrary notwithstanding, THE ARCHITECT MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, REGARDING THE ARCHITECT'S SERVICES, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. INDEPENDENT CONTRACTOR 12.3 The Owner and the Architect understand, acknowledge, and agree that the Architect shall be acting as an independent contractor at all times during the performance of this Agreement, and no provision or obligation expressed or implied in this Agreement shall create an employment, agency, or fiduciary relationship. PAYMENTS TO THE ARCHITECT 12.4 Payments to the Architect are due within thirty 30) days from the date of Owner's receipt of the invoice. Services are subject to suspension if payment has not been received ninety (90) days from the date of the invoice. STATEMENT REQUIRED BY TEXAS LEGISLATURE 12.5 The Texas Board of Architectural Examiners, 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942, Phone: 512/305-9000, has jurisdiction over individuals licensed under the Architect's Registration Law, Texas Civil Statutes, Article 249a. The Board's Internet address is www.tbae.state.tx.us. OWNERSHIP OF DOCUMENTS 12.6 The Owner acknowledges the Architect's Construction Documents as instruments of professional service. Nevertheless, the Construction Documents prepared under this Agreement shall become the property of the Owner upon payment in full of all money due to the Architect. The Owner shall not reuse or make © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 20 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 any modification to the Construction Documents in connection with any project other than the Project without the prior written authorization of the Architect. THE OWNER AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD THE ARCHITECT AND ITS CONSULTANTS (INDEMNITEES) HARMLESS FROM ANY CLAIM. LIABILITY OR COST (INCLUDING REASONABLE ATTORNEY'S FEES AND DEFENSE COSTS) ARISING OUT OF ANY UNAUTHORIZED REUSE OR MODIFICATION OF THE CONSTRUCTION DOCUMENTS BY THE OWNER OR ANY PERSON OR ENTITY THAT ACQUIRES OR OBTAINS THE CONSTRUCTION DOCUMENTS FROM OR THROUGH THE OWNER WITHOUT THE WRITTEN AUTHORIZATION OF THE ARCHITECT, EVEN IF THE SAME IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY INDEMNITEE TO THE EXTENT, BUT NO FURTHER, THAN THE NEGLIGENCE OF THE INDEMNITEE AS BASED UPON A FINAL DETERMINATION IN A COURT OF COMPETENT JURISDICTION THAT THE INDEMNITEE WAS NEGLIGENT IN ALLOWING THE OWNER TO REMAIN IN POSSESSION OF SUCH CONSTRUCTION DOCUMENTS, BUT NOT OTHERWISE. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. MEDIATION 12.7 In an effort to resolve any conflicts that arise during the design or construction of the Project or following the completion of the Project. the Owner and the Architect agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. ADA COMPLIANCE 12.8 The Americans with Disabilities Act (ADA) provides that it is a violation of the ADA to design and construct a facility for first occupancy later than January 26, 1993, that does not meet the accessibility and usability requirements of the ADA except where an entity can demonstrate that it is structurally impractical to meet such requirements. The Owner acknowledges that the requirements of the ADA will be subject to various and possibly contradictory interpretations. The Architect, therefore, will use his or her reasonable professional efforts to interpret applicable ADA requirements and other federal, state, and local laws, rules, codes, ordinances and regulations as they apply to the Project. The Architect, however. cannot and does not warrant or guarantee that the Owner's Project will comply with interpretations of ADA requirements and regulations as they apply to the Project, but shall submit appropriate documents to be approved by the appropriate governing bodies with respect to the state's architectural barriers laws, rules and regulations. HAZARDOUS MATERIALS 12.9 It is acknowledged by both parties that the Architect's scope of services does not include any services related to asbestos or hazardous or toxic materials. In the event the Architect or any other party encounters asbestos or hazardous or toxic © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 21 111 �`. r fir 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 materials at the jobsite, or should it become known in any way that such materials may be present at the jobsite or any adjacent areas that may affect the performance of the Architect's services, the Architect may, at his or her option and without liability for consequential or any other damages, suspend performance of services on the Project until the Owner retains appropriate specialist consultants or contractors to identify, abate and/or remove the asbestos, hazardous or toxic materials and warrant that the jobsite is in full compliance with applicable laws and regulations. INSURANCE 12.10 Architect, at Architect's sole cost, shall have and maintain during the term of this Agreement professional liability insurance coverage in the minimum amount of Five Hundred Thousand Dollars from a company authorized to do insurance business in the state of Texas and otherwise acceptable to Owner. Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (1) Each policy shall require that, at least thirty (30) days prior to theexpiration, cancellation, non -renewal or any material change in coverage, a notice thereof shall be given to Owner by certified mail to: City Manager, City of Round Rock 221 East Main Street Round Rock, Texas 78664 Architect shall also notify Owner, within 24 hours of receipt, of any notices of expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer. (2) Companies issuing the insurance policies shall have no recourse against the Owner for payment of any premiums of assessments for any deductibles which all are at the sole responsibility and risk of the Architect. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. (3) The term "City" or "City of Round Rock" shall include all authorities, boards, commissions, departments, and officers of the City and the individual members, employees and agents theeof in their official capacities, and/or acting on behalf of the City of Round Rock, Texas. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by the Owner, to any such future coverage, or to the Owner's Self -Insured Retentions of whatever nature. The cost of all insurance required herein to be secured and maintained by the Architect shall be borne solely by the Architect, with certificates of insurance evidencing such minimum coverage in force to be filed with Owner. ©1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT PROMPT PAYMENT ACT © Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 22 The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 12.11 In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to the Architect will be made within thirty (30) days of the day on which the Owner receives the performance, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which the Owner receives a correct invoice for the performance of services, whichever is later. The Architect may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this Prompt Payment Policy: however, this policy does not apply to payments made by the Owner in the event: a) There is a bona fide dispute between the Owner and the Architect concerning the services performed that causes the payment to be late: or b) The terms of a federal contract, grant, regulation, or statute prevent the Owner from making a timely payment with federal funds: or c) There is a bona fide dispute between the Owner and the Architect concerning the services performed which causes the payment to be late: or d) The invoice is not mailed to the Owner in strict accordance with instructions, if any, on any purchase order or this Agreement. REIMBURSABLE EXPENSES 12.12 Only for the reimbursables expenses which are delineated below in this subsection 12.12, the compensation shall be computed as delineated: a) Reimbursable charges for electrostatic copying: $0.15 per copied side of 8 1/2 X 11 sheet: and b) Reimbursable charges for blueline printing: $0.15 per square foot of sheet size. This Agreement entered into a (Signature) year first written above. AJVL& %%!- Kw a /hf' y e) (P ted name and title) l / City Secretary THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. (Printed name and title) I � Co Copyright 1974, 1978, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. expiration as noted below. User Document: 97b151spencer2.aia -- 10/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 23 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER -ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292