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R-03-07-10-10D4 - 7/10/2003LTAluil,e)edn 43PFOesktop \::ODMA /WORLDOX /O: /WDOX /RESOLU'II /R30710D4.WPD /ac RESOLUTION NO. R- 03- 07- 10 -10D4 WHEREAS, the City of Round Rock desires to retain professional architectural services for the design of the stadium expansion at the Dell Diamond /United Heritage Convention Facility, and WHEREAS, HKS, Inc. has submitted a Standard Form of Agreement Between Owner and Architect ( "Agreement ") to provide said services, and WHEREAS, the City Council desires to enter into said Agreement, with HKS, 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 a Standard Form of Agreement Between Owner and Architect with HKS, Inc. for the design of the stadium expansion at the Dell Diamond /United Heritage Convention Facility, a copy of same 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 10th day of July, 2003. CHRISTINE R. MARTINEZ, City Secretary WELL, Mayor City of Round Rock, Texas 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 indti:weday, month and year) BETWEEN the Architect's client identified as the Owner. (Name, aldrecsand otheriafofmaion) City of Round Rock 221 East Main Street Round Rock. Texas 78664 and the Architect: (Name, address and otermformaeion) HKS. Inc. 1919 McKinney Avenue Pallas. Texas 75201 -1753 For the following Project (Gx7rdedetailed description of Project) Renovations to Dell Diamond described as construction of six (6) additional suites: an 800 -seat Home Run Porch with roof. an elevated walkway. and signage: relocation of interactive play area: and a right field entry. 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 sldtl 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 adhisted-as-the-Projeet-preeeeds. This schedule shall include allowances for periods of time required (for the Owner's review.(2) for cost estimates to be prepared by an independent contractor, and (3) 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, and reasonable cause is hereby defined as causes by third parties not under the control of the party alleged to have exceeded the time limits. In the event that the Architect fails to meet the time limits set forth herein. the Owner shall be entitled to exercise all tights and remedies otherwise available to it. whether at law or in eouity. 0 Copyright 1974, 1978, 1977, 1987, 6 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. User Document: 97b151oa.aia — 7/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 1 TIES DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN A rrORNEY 5 ENCOURAGED WITH RESPECT TO ITS co sruETION OR MODIFICATION. AUTHENTICATION OF TIES ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING ALA DOCUMENT 0401. 01997 AIM AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The Amerkan Institute of Architects 1735 New York Avenue, kW. Washington, D.C. 20006 -5292 EXHIBIT „A„ 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 n.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 u as part of Basic Services, and include normal structural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project., and such Construction Documents shall be tendered to the Owner no later than July 17, 2003. O 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. User Document: 97b151oa.aia — 6/77/2003. AIA License Number 1009596, which expires on 5/29/2004. 2 MS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITHAN ATTORNEY IS ENCOURAGED WITH RESPECT min COMPLETION OR MODIFICATION. AUTHENTICATION OF THS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY MG ANA DOCUMENT D401. 01997 AIAO AIA DOCUMENT B151 -1997 ABBREVIATED OWNER-ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 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 the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE — ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 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 editien-ef AIA Document A2ot, General Conditions of the Contract for Construction shall refer to City of Round Rock General Conditionse t as -of the date -e€ -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, (t) 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 perfonned 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. and the Architect shall not be a guarantor of the Contractor's performance. 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 0 Copyright 1974, 1978, 1977, 1987, 6 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. User Document: 97b1Sloa.aia — 7/2/2003. AIA License Number 1009596, which expires on 5/29/2004. 3 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTIfNHCARON Of TIE ELECTRONICALLY DRAFTED AIA DOCUMENT MAY DE MADE BY USING AIA DOCUMENT D401. 01997 mom AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER-ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. This paragraph 2.6.5 shall prevail over paragraph 9.3 of the General Conditions. 2.6.6 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent ads or omissions, but shall not have control over or charge of and shall not be responsible for ads 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 Contractors 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 (L) 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) ascertai 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 Copynght 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 permiss ion 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 AtA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. expiration as noted below. User Document: 97b151oa.aia — 7/2/2003. AIA License Number 1009596, which expires on 51292004. 4 MS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF TIIS EIECTROMCALLY DRIFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 MAO AMA DOCUMENT B151-1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006.5292 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 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 31.1 and 3.9.3, 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 - cencer-ning -performance -ef - he owner -and -Gent- ter - under and -requirements -of, -the Contract -Documents -en -written request efeither4he- Owner -er ° 3$e- Areltitect% -respense-te- such- requests- shall -be TfIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTFENNCATION OF T 14 ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING ALt DOCUMENT 0401. tenure- faithful - performance -by -bath and Contractor,-shall -net -chew -partiality 4e- =' eithers andshall - net -be- table- fer-resrdts-of -interpEetagens -es - sew- in-geed- i faith, 01997 MAO 2.6.17 The - Architect shall -render - initial -deeisiens-en claims, -disputes -er -ether -matters -in - AIA DOCUMENT 81511997 question bctwecn 411e -owner .and Contractor a5 - provided -FR _the - Contract _Decement„ ABBREVIATED OWNER- ARCHITECT However, -the - Arehitec's -decisions -en - Uaatters -relating 4e aesthetic effect - shall -be- final -if AGREEMENT and-in4he 2.6.18 2.617, shall- besubjeet 4e- mediatienaadarbitratienas- provided 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. User Document: 97b151oa.aia — 7272003. AIA License Number 1009596, which expires on 5292004. 5 The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article rz, 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 Owners 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. 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. 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The Amencan Institute or 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. User Document: 97b151oa.aia — 6127/2003. AIA License Number 1009596, which expires on 5/29/2004. 6 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOLIIAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECIROMCALLY DRAFTED AIA DOCUMENT MAYBE MADE BY USING AMA DOCUMENT D401. 01997 MAO AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 211006 -5292 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Constriction. 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 altemates-separete -e r sequential bids, er- providing in reenneetion -with -bidding, - negotiation -Of -censtxu Lion -prier to -the -completion -of -the 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Pfovidinganalyseaef- the -Owne' eeds- and -prog g- the - requirements- efahe. 1-r' eject. 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 govemmental 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 Previding-serviees . 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction o1 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. user Document: 97b151oa.aia — 627/2003. AIA Lkense Number 1009596, which expires on 5/29/2004. 7 TITS DOCUMENT HAS IMPORTANT LEGAL CONKEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MOMFICATGON. AUTHENTICATION Of THIS ELECTRONG4ILY DRAFTED AIA DOCUMENT MAY BE MADE BY USINGAIA DOCUMENT D401. 01997 MA0 AIA DOCUMENT B151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 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 Wort 3.4.19 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions ofthe 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 Owners other costs and reasonable contingencies related to all of these casts. 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. O 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 1.1.5. 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 dare of expiration as noted below. expiration as noted below. User Document: 97b151oa.aia — 6/27/2003. AIA License Number 1009596, which expires on 529/2004. 8 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCFS. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT To ITS COMPLETION DR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED /VA DOCUMENT MAY MADE BY USING AIA DOCUMENT 0401. 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 geolechnical 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, subiect to the Owners 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 asad- insurance services that may be necessary at any time for the Project to meet the Owners needs and interests. Such services shall include auditing services the Owner may require to verify the Contractors 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 P aragraphs 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 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 indude 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 contingendes 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, 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. User Document. 97b151oa.aia — 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 9 MS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO RS COMPLETION OR MODIFICATION. AUTHENTICATION OF MS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT LHOI. 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 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 Contras Documents altemate bids as may be necessary to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes m 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 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 01997 MAO 6.1 Ira 3peeifeationsand -deeumentts- indluding -those -in - electrenie- form DOCUMENT B151 -1997 prepared -by -the iteet -and -the chlteeVs are inents_ef.semce.feE_use_ ABBREVIATED OWNER ARCHITECT solely .with - respect -a 4his Project. a tees -and -he Architect's.eensultants - shall -be AGREEMENT dee Reed - the -authers- and- ewners.ef-their-respeetive-Inskrumenis-ef Sery _nd-sball-retainall- The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 6.2 1- 1penrxeeutien-o€4his license 4e repro A t ! s using and t -ha-the-Owner -shall comply -with al{-ebligafionsr 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. User Document: 97b151oa.aia — 7/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 10 THS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF 111S EIECTROMCALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING NA DOCUMENT DIOI. inelud+ng- ompt$ey tent-ofa41- stin3s- when - undefh§isAgreement.- Ike- Architeet- shall- obtain - similar - nerjcclusive license, -from -the Architcct 5 consultants -consistent -with -this Agreement: -Arty -tenttittatiea of -this - Agreement -prior 4o -completion -of -the -Project -shall terminate -this- tiEense:l- lgoncacltte nation-the- Owner- shall- refrain - {rem - malting - further reproductions-ef menfs-ef Serviccandshall- rettrm4e-the i r dtii tc c. v 4 t hi n - d_ tenninatienallarigiaals anrl- mpreduc-tiens -in -theswners- Possession-er- control: -lfand -upon- the-date4 he_ achiteet- isadjudged -in defaultaf-this Agraer 4he- foregoing- Iieeose shall -be deemed -terminated and - replaced -b y a .seem$, - nenex4Lisive - Interne- pemutting 4he owner 4e autkerise -etkersamilarlyczedentialcd- design- prof esshonals4e- repredueeand. where- Permitted by -law -te -make changes - corrections -or additions -to -the - Instruments -of -Service - solely-fee 6.3 €accept - for - he- licenses - granted -in- Paragraph -6.s -no -ether-license -or - ightshall -be THS DOCUMENT HAS IMPORTANT LEGAL deemed -granted -or - implied sunder -this Agreement. - he -AWner shall -net -assign, delegate, - CONSEOUENCES. CONSULTATION WITH AN .. _ ATTORNEY IS ENCOURAGED WITH RESPECT . - _te- permitted-1eauthetioe- TO ITS COMPLETION OR MODIFICATION. the Centracter - Sub - subcontractors and material - or - equipment - suppliers - to - AulnEFF°CAMr OF TH5 EIECTROHCLLY . • DRAFTED AIA DOCUMENT MAY BE MADE execution of- the - Week -by -license - granted -ie- Paiagrapb 6s= -Submission -or -distribution-of 8Y USING AfA DOCUMENT D401. lnskamenta -of - Sewiee4e -meet -official -regulatory -requirements - - fer -similar -purposes -in of -Service -fer- future -additions-or-alterations-to this - Project- er- ferdirer- projecto tmless-the Owner s -the- prier - written agreement- of4be- rc-hitectand4he Architect's-consultant& Any -unauthorized -use -of-the -Instruments-of -Service s hall -beat the 43wner -s sale -risk -and 6.4 farm-er -the- Owner - providing -te- he Axchitectany electrenie- data -fee incotpetation- Inte4he Inslrumentsa€-geMeer -the- Ormerand4be-frtEhiteet shall- byseparate- written entset- ARTICLE 7 DISPUTE RESOLUTION 7.1 MEDIATION See Article 12.7 7.1.1 Any claim, - dispute -08 Either - matter -in - question arising out afar - related -to -this - Ageeement shall -be subject 4o - mediation -as -a condition -precedent 4e arbitration -or -the - iestitu on-of-legal-e r- equit�ble- proceedings-by- either :.. - .-1f- such- relates-e*- es4be- is 7.1.2 -bquestion-them -by-mediation acherw se;_ MAO in �uestren -b)` -parties AIA DOCUMENT 8157 - 1997 shall -he in accordance -with -the men - Induskiy -Mediation -Rules -of the - ABBREVIATED OWNER - ARCHITECT Arbitration AGREEMENT the-other-pa may-be -made contently with the - filing 44-a -demand -for arbitration -but -in such-event, - The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 O Copyright 1974, 1978, 1977, 1987, f51 199/ 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. User Document: 97b151oa -aia — 6/27/2003. AIA License Number 1009596, which expires on 5/292004. 11 7.1.3 The parties-shaR- share- the- mediater's- feeartd- any- Ftting -fees shall -be held -in the -ptaee where-the -P- reject -is located -_ -another nother -location -is - mutually - ?greed -open. - reached -in- mediation shall - e--r leas tlem #-agmenients- 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 MS DOCUMENT HAS IMPORTANT LEGAL U.S.C. Section 1 -14) or any applicable state arbitration statute. CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THS ELECTRONICALLY be- subject-toarbitr atier - prior-t e-arbitfatienrthe-parties-s1341-encleaver-te-reselvedisputes-by_ DRAFTEDAIADOCUMENT MAYBE MADE BY USING AIA DOCUMENT Dpi. 7.2.2 -other - matters -in -question -between -the - parties that are -net et§erwise,shall- he- in -aeeer nce- with-the -Ce ien-industry -Arbitration ie -writing -with - the - ether -party 4e -this - Agreement and -with -the scan -Arbitration Association- 7.2.3 ,4 and- fararbitrauea shall -be- wade- withdta•reasenatale-tirne after Abe - made-after-the -date when-institution -ef4egal- ercquitable- proceedings- hared -en -suchh•elainr,- 7.2.4 fde arbitration arising -out -of -Of - relating 4e -this - Agreement -shall - include, -by cense&dation this - reemenk,- except -by written- eensent-centaininga-spec e- referenee-to is reement- and -signed -by -the -Owner, Architect, and any- ether person -Of -entity -sought -to -be - joined -. Consent -10 arbitration ' - ersen-ar- entity -shalt n _. _- _ sen arbitration -of any ,dispute-or-other- matter -in -question -net ed -in -the -written . arbitr ate - ands- toarbitrata-with- anadditienal- person te-by- parties-te-this reementshaukespeeifieely -ee ereeableinaccordanee-withapplieahle- 7.2.5 Theaward-rendered-by -the -ma 73 CLAIMS FOR CONSEQUENTIAL DAMAGES limitatien,th allconsequential damagesgt re-to-either- pariy's-terminatiori Article -& 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The Amencan Institute 01 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. User Document 97b151oa.aia — 7/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 12 01997 AIA® AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT •a Oldarlc - with The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 ARTICLE 8 TERMINATION OR SUSPENSION 8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 8.2 If the Project is suspended by the Owner for more than 3o consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shalt 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 ration - Expenses are -in addition -te -compensation - for - the se -o€ -the - 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 A2or, 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 nun 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 O Copyright 1974, 1978, 1977, 1987, 0 1997 by The meriran 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. User Document: 97b151oa.aia — 6/27/2003. ALA License Number 1009596, which expires on 5292004. 13 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY LS ENCOURAGED WITH RESPECT 70 ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED NA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D40I. 01991 AIA, AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 9.4 To the extent damages are covered by property insurance during construction, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document 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 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 Owners 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 V _; 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. et Copyright 1974, 19/8, 1977, 1987, O 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 V.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. User Document: 97b15loa.aia — 6/27/2003. AIA License Number 1009596, which expires on 5/292004. 14 TIES DOCUMENT HAS IMPORTANT LEGAL o f CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODPFICATOON. AUTIENTICATION OF TIES ELECTROMCAIY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENTTMDI. 01997 AIA• AIA DOCUMENT 5151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out -of -town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner, .5 renderings, models and mock -ups requested by the Owner, .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Article iz .8 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph u.r 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 n.2.2. The Owner shall not be required to pay for 100% completion of each phase of services shown in subparagraph 11.2.2 unless and until each such phase for which the Architect requests payment for 100% completion is actually 100% complete. 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 u.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 111.2.2, 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 Constriction Cost for such portions of the Project O Copyright 1974, 1978, 1977, 1987, 0 1997 by The American Ins lute 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. User Document: 97b151oa.aia — 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 15 MS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUT IENTICATION OF THIS ELECTRONICALLY DRAFTED NA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT DWOI. 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 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. 10.5 PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owners authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 .. 11.2 BASIC COMPENSATION 11.2.1 For Basic Services, as described in Article z and any other services included in Article r2 as part of Basic Services, Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sroms multiples or perccnages and identify phases to which particular methods ofeompaxsstion apply, ifrecssary.) A fixed fee of Ninety -seven Thousand Five Hundred and No/100 Dollars f$97.500.001. comprised of the following design fees Architectural Design $ 67 500.00 Mechanical. Electrical. Plumbing and Fire Protection 15.000.00 Structural Engineering 15.000.00 TOTAL $ 97.500.00 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction f _ Cost, progress payments for Basic Services in each phase shall total the following percentages of i+#1. is the total Basic Compensation payable: (Insert additionalphasesas appropriate.) Schematic Design Phase: Fifteen Design Development Phase: Ty Construction Documents Phase: Forty Bidding or Negotiation Phase: Five Construction Phase: TIy Total Basic Compensation: percent (15 %) percent ( 20 %) percent (40 %) percent (05 %) percent (20 %) one hundred percent (too°/ ) 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. User Document: 97b151oa.aia — 6/27/2003. AIA License Number 1009596, which expires on 529/2004. 16 MS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTIfENTICATION OF MS ELECTRONICALLY DRAFTED AIA DOCUMENT MAYBE MADE BY USING AIA DOCUMENT D401. 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 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 For Project Representation Beyond Bask 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 (i) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Artide 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (Insert basis of mmpen atio2 including rata and mi hipla of Direct Personnel Epense for Principals and employem and identify Principah and dassifr employee;, if required Identify specific services to which particular methods ofcompensation apply, ifn re nary) Principal Medical Planner Proiect Manager Project Design Architect Proiect Architect Structural Engineer Senior Construction Administrator Junior Construction Administrator Job Captain Senior Draftsman Junior Draftsman Senior Specification Writer Specification Writer Senior Interior Designer Interior Designer Junior Interior Designer Senior Graphic Designer Graphic Designer Technical Typist Clerical $ 195 185 175 155 145 145 175 145 125 90 80 145 125 155 125 80 125 90 65 65 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 n as part of Additional Services, a multiple of one and fifteen - hundredths ( 1.15 ) times the amounts billed to the Architect for such services. (Identifyspecifuc type so£consultantrin Article ry 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. For plotting expenses. current commercial market rates: for copies $0.20 per copy: for faxes $2.00 the first page and $1.00 for each additional page: for telephone expense AT &T tariff rates. The Owner agrees that no backup for the Reimbursable Expenses shall be required to be attached to the invoices for such expenses. In the event that the Owner requests backup for Reimbursable Expenses. the Owner agrees to pay a fee of ten percent (10 %) of the amount of all 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. User Document: 97b151oa.aia — 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 17 INS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF HIS ELECTRONICALLY CRAFTED AIA DOCUMENT MAYBE MADE BY USING AIA DOCUMENT D401. 01997 AIAO AIA DOCUMENT B151-1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 11.5 ADDITIONAL PROVISIONS 11.5.1 If the Basic Services covered by this Agreement have not been completed within twelve (12) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and u.3.2. 11.5.2 Payments are due and payable thirty (30 ) days from the date of 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 rateofmtereat agreed upon.) Ten percent (10 %) per annum. but in no event higher than the highest rate allowable by taw. (Usury laws and requirements under the Federal Truth in Lending Ad, similar state tmd local consumer audit laws and other regulations at the Owner's and Architect's principal places of business the location of the Project and elserheremayelfect the va6dYy°Tibiaquvidon. SpepfcIegaI advice should Lr obtained with respect to deletions or modifications arid also regarding rcquire ieanusuch as written disclosures or waivers.) 115.3 The - rates - and - multiples - set -forth -fur -ldditienat Services -shall -be adjusted -in accordance- with-the- normal - salary -review -prac es-ef-Ahe t The hourly rates set forth in Paragraph 11.3.2 above for Additional Services are valid for one year from the date of this Agreement. After that time. the rates may increase. at the option of the Architect. by up to five percent (5 %) per year. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Service; included within Bask Compensation and madifcatiom to the payment and compensation temuinchidedin this Agreement) 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 scone. and in the general geographic area. of the Protect. 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 ARCHITECTS SERVICES. WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. 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. 0 Copyright 1974, 1978, 1977, 1987, 0 1997 by The Amencan 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. User Document: 97b15loa.aia — 6727(2003. AIA License Number 1009596, which expires on 5292004. 18 THIS DOCUNENT HASIMPORrANT IEGA1 CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION or THIS ELECTROfpCAfLy DRAFTED AM DOCUMENT MAY BE MADE BY USINGAL4 DOCUMENT 0401. 01997 AIA AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W, Washington, D.C. 20006 -5292 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 subiect to suspension if payment has not been received ninety (90) days from the date of the invoice. A "restart" fee of one percent (1 %) of the total compensation will be due the Architect in the event the services are reinstated. 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. NeverLhWess the Construction Documents prepared under this Agreement shall become the property of the Owner upon pavment in full of all money due to the Architect. The Owner shall not reuse or make 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 HOW THE ARCHITECT AND ITS CONSULTANTS (INDEMNITEES) HARMLESS FROM ANY CLAIM. LIABILITY OR COST (INCLUDING REASONABLE ATTORNEYS 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 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. e Copyright 1974, 1978, 1977, 1987, tl 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. User Document: 97b15loa.aia — 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 19 MS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORI LYISENCOURAGED WITH RESPECT TD ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF MS ELECTRONICALLY DRAFTED ALA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D4OI. 01997 AIAO AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 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 subiect 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 Proiect. The Architect, however. cannot and does not warrant or guarantee that the Owner's Project will comply with interpretations of ADA uirements and r ul 6 as the a. to the Pro'. but shall bmit 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 scone 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 materials at the iobsite, or should it become known in any way that such materials may be present at the iobsite 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 anv other damages. suspend performance of services on the Proiect 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 iobsite 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 One Million 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 the expiration. cancellation. non - renewal or any material change in coverage, a notice thereof shall be given to Owner by certified mail o City Manager. City of Round Rock 221 East Main Street Round Rock, Texas 78664 0 Copyright 1974, 1978, 1977, 1987, © 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. User Document: 97b151oa.aia — 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 20 IMS DOCUMENT HAS IMPORTANT LEGAL COtSEOUENCES. CONSULTATION WITH AN TTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT 0401. 0198 .wi8 AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 (4) The policy clause "Other Insurance" shall not apply to any insurance -ra.e curren held b 1 t- to an such fu - coverage. or to Owner's Self- Insured Retentions of whatever nature. The cost of all insurance required herein to be secured and maintained by Architect shall be borne solely by Architect. with certificates of insurance evidencing such minimum coverage in force to be filed with Owner. PROMPT PAYMENT ACT 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 Owner for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. (3) The Term "City" or `City of Round Rock" shall include all authorities. Boards Commissions Departments. and officers of City and the individual members. employees and agents thereof in their official capacities. and/or while acting on behalf of the City of Round Rock. 12.11 In accordance with Chapter 2251. V.T.C.A.. Texas Government Code payment to Architect will be made within thirty (30) days of the day on which 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 Owner receives a correct invoice for the performance of services. whichever is later. Architect may charae 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 Owner in the event: a) There is a bona fide dispute between Owner and Architect conceming the service s performed that causes the payment to be late: or I)) The terms of a federal contract, grant. regulation, or statute prevent Owner from making a timely payment with federal funds: or c) There is a bona fide dispute between Owner and a subcontractor or between a subcontractor and its supplier concerning the services performed which causes the payment to be late: or d) The invoice is not mailed to Owner in strict accordance with instructions. if anv, on any purchase order or this Agreement. ® Copyright 1974, 19/8, 1977, 198 /, 0 1997 by The American Institute of Architects. Reproduction 01 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. User Document: 97b151oa.aia — 6/272001 AIA License Number 1009596, which expires on 5/29/2004. 21 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AUTHENTICATION OF TT S ELECTRONICALLY DRAFTED AIA DOCUMENT MAYBE MADE BY USING AIA DOCUMENT DMOI. 0 1997 AIAO A IA DOC 8151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 This Agreement entered into as of the day and year first written above. OWNER (Signature) ARCHITECT (*nature) (Printed name and Lit/e) (Frio lednameand iiUe) ATTES City Secretary 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. User Document: 97b151oa.aia — 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 22 THS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN .4 TTORNEY S ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING NA DOCUMENT D40I. 01997 rune AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, NW. Washington, D.C. 20006 -5292 DATE: July 3, 2003 SUBJECT: City Council Meeting - July 10, 2003 ITEM: 10.D.4. Consider a resolution authorizing the Mayor to execute a Standard Form of Agreement with HKS, Inc. for the Design of Stadium Expansion at the Dell Diamond /United Heritage Convention Facility. Resource: Tom Word, Chief of P. W. Operations Larry Madsen, Construction Manager History: HKS, Inc designed the original plans for the Dell Diamond. Funding: Cost: $97,500 Source of funds: Convention Center Expansion Funds Outside Resources: HKS, Inc. - Architects Impact /Benefit: Additional seating for ballpark and entrance gate at right field area. Public Comment: N/A Sponsor: N/A Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the /0 day of (� c1Ly 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) Citv of Round Rock 221 East Main Street Round Rock. Texas 78664 and the Architect: (Name, address and otherinfommlion) AIA Document B151 - 1997 HKS. Inc. 1919 McKinney Avenue Dallas, Texas 75201 -1753 For the following Project: (Include detailed description ofProjert) Renovations to Dell Diamond described as construction of six (61 additional suites' an 800 -seat Home Run Porch with roof, an elevated walkway, and signage: relocation of interactive play area: and a right field entry. 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,. whieh- aray-be adjusted preceeds. Th sc he shall i nclude allowa for p of t required (1) for the Owner's rev (2) for cost estimates to lie prepared by a n Independent contractor, a ( F approval of submission by auth ha 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: and reasonable cause is hereby defined as causes by third parties not under the control of the party alleged to have exceeded the time limits. 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, 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. User Document: 97b151oa.aia -- 7/1/2003. 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 5150 AIA DOCUMENT 5151 -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 n.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. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. and such Construction Documents shall be tendered to the Owner no later than July 17 2003. 0 Copyright 1974, 1978, 1977, 1967, 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. User Document: 97b151oa.aia — 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 2 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF 7545 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 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 the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE — ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 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 edit—less—of AIA Document A2or, General Conditions of the Contract for Construction, shall refer to City of Round Rock General Conditionsc- urrent -as -of -the -date -of -this Agreement, unless otherwise provided in this Agreement. Modifications made to the General Conditions, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. 2.6.3 Duties, responsibilities and limitations of authority of the Architect under this 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, (r) 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 and the Architect shall not be a guarantor of the Contractor's performance. 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 0 Copyright 1974, 1978, 1977, 1987, 0 199/ 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. User Document: 976151oa.aia -- 7/2/2003. AIA License Number 1009596, which expires on 5/29/2004. 3 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. 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 precautions and programs in connection with the Work, since these are solely the Contractors rights and responsibilities under the Contract Documents. This paragraph 2.6.5 shall prevail over paragraph 9.3 of the General Conditions. 2.6.6 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.8 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. 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, (x) 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 ® Copyright 1974, 1978, 1977, 1987, C 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. User Document: 97b1Sloa.aia — 7/2/2003. AIA License Number 1009596, which expires on 5/29/2004. 4 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUE NC ES. C AN ONSULTATION WITH ATTORNEY I5 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF 045 ELECTROMCALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D40L. 0097 AIAO AIA DOCUMENT B151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 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 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. THIS DOCUMENT HAS IMPORTANT LEGAL 2.6.12 If professional design services or certifications by a design professional related to CONSEQUENCES. CONSULTATION WITH AN systems, materials or equipment are specifically required of the Contractor by the Contract ATTORNEY IS ENCOURAGED WITH RESPECT Documents, the Architect shall specify appropriate performance and design criteria that such TO ITS COMPLETION OR MODIFICATION. services must satisfy. Shop Drawings and other submittals related to the Work designed or AUTHENTICATION OF THIS ELECTRONICALLY certified by the design professional retained by the Contractor shall bear such professional's DRAFTED AIA DOCUMENT MAY BE MADE written approval when submitted to the Architect. The Architect shall be entitled to rely upon BY USING AIA DOCUMENT D401. 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 concenting - performance -of -the Owner and - Contractor -under, and -requirements Bu -the Contract - Documents -en -written request-of cither-the.Qwner-er-Coritracter -The Architect' ^- respense-te such requests-shall-he to -secure faithhsl- per€ormance -by - bet -Owner and Contractor, shall- tet-shew- partiality-te either, and shall - net-he- liable -for -results -of 4fiterpretations -er-decisionsse- rendered - in-geed faith. 01997 AIAO 2.6.17 The Architect- shall- render- ieitial- decision -on claims, - disputes -m- other -mailers - ia - AIA DOCUMENT B151 - 1997 guestien between -the $wrier and Contractor as - provided -in -the Contract -Documents ABBREVIATED OWNER - ARCHITECT However, -he Architect 's - decisions -on - matters -relating 40 aesthetic effect shall -he final -if- AGREEMENT The American Institute of Architects 2 6 18 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 z.6.17, shall -be s abject -te -s ediatiouandarbitrationas- provided- inghis Agreementand- iss-he mss. O 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. User Document: 97b151oa.aia — 7/2/2003. AIA License Number 1009596, which expires on 5/29/2004. 5 ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under 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 i+i11+i: .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. ® 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. User Document: 97b151oa.aia -- 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 6 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 D40i. 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 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specificalions and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. 3.3.8 Providing services in connection with a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for alternate,-separate-or-sequential bids, ef - previding.ser-viees in connection -with kidding, - negotiation -Or cs ctien -prior -to - the - completion -of -the 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing-analyses -of -the Owner's -needs -and - programming- he- regeirements-of - the- 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 services -in connection- with-4he- werk-efa 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 0 Copyright 1974, 19/8, 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. User Document: 97b151oa.aia -- 6/272003. AIA License Number 1009596, which expires on 5/29/2004. 7 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 AI A AIA DOCUMENT B151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 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 m 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 fumished 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, O 1997 by The Amer can 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. User Document 97b151oa.aia -- 6/27/2003. AIA License Number 1009596, which expires on 529/2004. 8 THIS DOCUMENT NAT IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAYBE MADE BY USING AIA DOCUMENT 0401. 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 m Paragraph 4.5 when such services are requested by the Architect and are reasonably required by the scope of the Project, sublect 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 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. User Document: 97b151oa.aia -- 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 9 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 0401, 01997 AIA0 AIA DOCUMENT 8151 -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 m 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 m 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 faced limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Paragraph 8.5; or .4 cooperate m 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 Drawings, ^pccifc a = s-arid-e ther-decum entss- includingthese- in-electronic form, prepared-by-the Architect -and the Architect' ^ -consultants-are 4tistrurnents-ef ecrvice -Mr -use solely -with respect 40 this - Prejeet: the "phi«" -and the Architect's -consultants shall -be deemed-the- authors-a04ea- of4heir- respeetiveInatruments-of-Set eand -shall retainalf- 6.2 Upon - execution -of- his Agreement,-the-Arehiteet-grantsto a., O _ cx ^t..^: ee license-to rcp'_�cpc duce4he ' -of Service-selely f p rposes ..f cons tr, ,wi usingand- maintaining the Project previded4hat- he Awnen-_ _r n _ ems with , ® 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. User Document: 97b1Sloa.aia -- 7/1/2001 AIA License Number 1009596, which expires on 5/29/2004. 10 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 0401. 01997 AIM/ MA DOCUMENT B151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 including prompt payment -efall-sumswhenclue-,+mdee-this Agrecmcnt.- he :rchited shall obtain -6imilae - nonexclusive licenses -from -the Architect's -consultants -consistent si tent Asith -this Agreement: Any •°_moo ; of -this -Agreement -prier -to -completion of the -Prejeet shall terminate4his-license, -Upon-sue-1i 4eniiimation, -he-Q er -stall- refrain -fret* making - further roduetion- e(In�,, entsofServiceandshall- e1urn -te- the - Architect- withinseeendaycof terin inationallo t3ginalsand- reprednetions- in-the Owners- possession -er control. If-and-upon the-date-the Architect- isadjudged- in-defaultof-this eemcnt - he- feregeing licence-shall-be deemed -terminatedand replacedbyaseeend ,- nenexclusive4ieense permitting- he-Owner -te aatheriaeothersimilarly credentialed- design - professionals- te-repreduceand permitted by -law,- to-make changes, -corrections oradditionsma-the- Instrumentsof Service solely -fee 6.3 Except 4m-the - licenses - granted -in Paragraph- E,B,-leother licenser -right shall-be - TMS DOCUMENT HAS IMPORTANT LEGAL deemed -granted or - implied -order -ibis -Agreement, -The -Owner shall -net assign, -delegate .CONSEQUENCES. CONSULTATION WITH AN • _ .... .. _ ... .. .. . - . - '. .. .. .. ATTORNEY IS ENCOURAGED WITH RESPECT prier agreement Architect. 4owev- -, he Owner permitted- oauthet TO 17.5 COMPLETION OR MODIFICATION. the �emtractor;� e •• ~ ^ ..t., a„ � „, .. ,,. • ,, _.. -a d material _GE - equipment supp b e[s -ie_AUTHEMICATION OF THIS ELECTRONICALLY reproduce _ • DRAFTED AIA DOCUMENT MAY BE MADE execution -of -the Woolt by -license treated - ie-Paragraphbz- ission ordwtribution �€ BY USING AIA DOCUMENT 040!. Instruments of -Service -10 -meet dal - regulatory - requirements or -ter -similar - purposes 4n connection of Service 4er- futureadditiens -eralteratiens4e4his Project-or -for -ether- projects, unless -the. Ow0er obtains -he -prier writtenagreement of-ihe ^- ,- .,chile and -die Architect's consultants.. Amy -unauthorized - ese -of -the -Instruments of Service shall beat-the Owner's-sole risk and 6.4 femnor-ihe-Owner- providing 413 -the-Architect any-electronic- data- few - incorperatien -inte -the Instruments-of Service, - he-Gwmeratrd4he Architect shall-by-separate-written agreement-set forth ARTICLE 7 DISPUTE RESOLUTION 7.1 MEDIATION See Article 12.7 7.1.1 Any claim, -dispute -Of other matter -at -question arising out of -Of - elated - to - this - Agrcemcnt shall -be subject -to - mediation -as -a -condition - precedent -10 arbitration of -tire - instituiiono€ legal-er-equitable pr'ceedings- byeither party.4fsuch- matter- relates-te- or - is-the 7.1.2 between -therm - mediation - which, unless-the agree -otherwise,- A Aw® in � bT` $arFtes- mutually g A DOCUMENT B151 shall be Ore accordance with -the Cens4ructien -Industry - A4ediatsoe -Rules -of - the- 4 rrteriean - ABBREVIATED OWNER ARCHITECT ou.^2ntllyin effect. Request _ for riting with AGREEMENT theether- partyle -his Agrecmentand -with- he- lmericaa- Arbitratiert maybe -made ion ” „ tly -with the- fikngofa -demand -for arbitration but, -in such event,- The American Institute of Architects 1735 New York Avenue, N.W. Washington D C 20006 -5292 be a tD Copyright 1974, 1978, 19/7, 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.5. 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. User Document: 97b151oa.aia -- 627/2003. AIA License Number 1009596, which expires on 5/29/2004. 11 7.1.3 The- parties shall-share-the media a9oo s4eeandany- filing fees-equally,-he mediation- shall -be -held -in- the- plaee- where-the -Project 4s- leeated, unless -another 4eeatierr -is mutually agreed up n. Agreement;- rea€hed -in- mediation- shall-be- enfereeable-es soltlgit n agreement.; 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. Anyabaaa dispute . - .. •• he aubieet-tearbit-ralien: - prier- tearbitratien,, -the-pa rues - shall -endeaverh e- reselve-disputes-b - 7.2.2 Claims, -disputes and -ether - matters AO-question - between -the - parties 4hat are -net reselved-b y- mediatieeshall-be-deeided- by- arhitra lieu-w hielr,-e nless4he-parties'mutualty-agree. otherwise, -shall -be -in -accordance -the - Genstteetion4ndustry -Arbitration -Rules -ef the -in effect. T c a d f s8 Siting -with - the -ether -party 40 -this Agreement and - with -the American - rbiteatien Asseeiatiert 7.2.3 A. demand- fefarbitratien shall43e- made- withina- reasonable- timeafter-the claim, -bas made f 4he -dale -when -ef- legal -et -equitable - proceedings-based-ensueh claim, 7.2.4 Ne arbitration arising -eu4 -ef -ef - relating - te -this Agreement shall -Meade, -by eenselidatien or jo n dcror- inany-ether-t natutetanaddit ienal- persen-erentity -net a party-te- this Agreement, except -by •nittea `easent-containing-a specific reference-to -this -Agreement and -signed -by -the -Owner, Architect, and -any -edrer person -Of entity sought 4e -be-jellied, Gen sent-tearbitratien- nvelvingaeadditienal- persen-erentity shall to ee sent-te- arbitratien -ef any claim, -dispute -or -ether matter -in -question -net -deseribed 4n-the written arbitrateandh-- agreements-tearbitrate-witttanadditional- persenerentity d - to-by-parties-to-this Agreement shall-be- speeif&Ealty en erg °ue- inacserdance- withappliceble 7.3 CLAIMS FOR CONSEQUENTIAL DAMAGES limitatien -teaR4ensequential mages-due-te-either party'stemunatien Article & 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. User Document: 97b151oa.aia — 7/1/2003. AIA License Number 1009596, which expires on 5/29/2004. 12 TH15 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 8150 AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT aeeeril3nce The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 ARTICLE 8 TERMINATION OR SUSPENSION 8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 8.2 If the Project is suspended by the Owner for more than 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 additiea -to Compensation -for -the cervices -of -the -direetly-at4ributable4O4ermination-for-which-the-Amhiteet-is- not-otherwise-eompensetech-pIus-an-ameum-femhe-Arehiteegs-amieipated-prefit-en4he-value- ARTICLE E 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.peineipal -place of - business of -the Arehited, unless - 19 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document Azor, 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 ads 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 ® Copyright 1974, 1978, 1977, 1987, 65 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. User Document: 97b15loa.aia -- 6/27/2001 AIA license Number 1009596, which expires on 5292004. 13 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 ALA DOCUMENT 0401. O AIA DOCUMENT B151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 9.4 To the extent damages are covered by property insurance during construction, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document Azoi, 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 saois 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. 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. User Document: 97b151oa.aia -- 6/27/2003. AIA License Number 1009596, which expires on 5292004. 14 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 0401. 01997 MA0 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 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out -of -town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings, models and mock -ups requested by the Owner; .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Article 12; .8 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 n.2.2. The Owner shall not be required to pay for 100% completion of each phase of services shown in subparagraph 11.2.2 unless and until each such phase for which the Architect requests payment for 100% completion is actually 100% complete. 10.3.3 If and to the extent that the time initially established in Subparagraph n.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. 0 Copyright 1974, 1978, 19/7, 1987, 41 199/ 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. User Document: 976151oa.aia — 6272003. AIA License Number 1009596, which expires on 5/29/2004. 15 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 D407. 01997 AIA8 AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 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. 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 Gable. 10.6 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 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 ofcompensation apply, if necessary.) A fixed fee of Ninety -seven Thousand Five Hundred and No /100 Dollars ($97 500.00) comprised of the following design fees: Architectural Design $ 67,500.00 Mechanical. Electrical. Plumbing and Fire Protection 15,000.00 Structural Engineering 15,000.00 TOTAL $ 97,500.00 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction �, �C , 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.) Schematic Design Phase: Fifteen Design Development Phase: Twenty Construction Documents Phase: Forty Bidding or Negotiation Phase: Five Construction Phase: Twenty Total Basic Compensation: percent (15 %) percent (20 %) percent (40 %) percent (05 %) percent ( 20 %) one hundred percent (too ° / ) ® Copyright 1974, 1978, 1977, 1987, ® 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. User Document: 97b151oa.aia -- 6/27/2003. 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 B151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 11.3 COMPENSATION FOR ADDITIONAL SERVICES 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 u, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article u 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 Prirxpals and classify employees, if required. Identify specific services to which particular methods of app ly if necessary.) Principal Medical Planner Project Manager Project Design Architect Project Architect Structural Engineer Senior Construction Administrator Junior Construction Administrator Job Captain Senior Draftsman Junior Draftsman Senior Specification Writer Specification Writer Senior Interior Designer Interior Designer Junior Interior Designer Senior Graphic Designer Graphic Designer Technical Typist Clerical $ 195 185 175 155 145 145 175 145 125 90 80 145 125 155 125 80 125 90 65 65 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 and fifteen- hundredths ( 1.15 ) times the amounts billed to the Architect for such services. (Identifyspci& types ofconsultantsin Articleu, 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 (10 ) times the expenses incurred by the Architect, the Architect's employees and consultants directly related to the Project. For plotting expenses. current commercial market rates; for copies $0.20 per copy; for faxes $2.00 the first page and $1.00 for each additional page; for telephone expense AT &T tariff rates. The Owner agrees that no backup for the Reimbursable Expenses shall be required to be attached to the invoices for such expenses. In the event that the Owner requests backup for Reimbursable Expenses, the Owner agrees to pay a fee of ten percent (10%) of the amount of all Reimbursable Expenses. 0 Copyright 1914, 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. User Document: 97b151oa.aia -- 6/27/2001 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 ELECTROMCALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIAO AIA DOCUMENT B151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 11.5 ADDITIONAL PROVISIONS 11.5.1 If the Basic Services covered by this Agreement have not been completed within twelve (12 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable thirty (30 ) days from the date of 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 ofinterest 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 crt t laws and other regulations at the Owner's and Architect's princes places of business, the location of the Project and elsewhere may affect the validity of this provision. Spec+ "fie legal advice should be obtained with respect to deletions or modificatiow, and also regarding requirements suc/t as written disclosures or waivers.) 11.5.3 The rates -and - multiples set -forth -for - Additional -Services shall -he - adjusted -its acferdance-with- the- netmal salary- review- praetiees-ef -the "�' t The hourly rates set forth in Paragraph 11.3.2 above for Additional Services are valid for one year from the date of this Agreement. After that time. the rates may increase, at the option of the Architect. by up to five percent (5 %) per year. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Sendces included within Basic Compensation and modifications to the payment and compensation tenns included in this Agreement.) 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. tens, 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 ARCHITECTS SERVICES, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. 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. ® Copyright 1974, 19/8, 1977, 987, 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. User Document: 97b151oa.aia -- 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 18 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITN RESPECT TO !TS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT 0401. MIME 01997 AIA; AIA DOCUMENT 6151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 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. A "restart" fee of one percent (1 %) of the total compensation will be due the Architect in the event the services are reinstated. 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 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. 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. ® 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.5. 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. User Document: 97b151oa.aia -- 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 19 THIS DOCUMENT HAS IMPORTANT LEGAL CONSEOUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT ID ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 01997 AIA® AIA DOCUMENT 8151 -1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 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 Proiect. The Architect however. cannot and does not warrant or guarantee that the Owners 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 materials at the jobsite. or should it become known in any way that such materials may be present at the iobsite or any adiacent 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 One Million 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 the expiration. cancellation. non - renewal or anv 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 ® Copyright 1974, 1978, 1977. 1987, 4) 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. User Document: 97b151oa.aia -- 6/27/2003. AIA License Number 1009596, which expires on 5/29/2004. 20 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 RE MADE BY USING AIA DOCUMENT 0401. 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 PROMPT PAYMENT ACT 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 Owner for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Architect. (3) The Term "City" or "City of Round Rock" shall include all authorities Boards. Commissions, Departments. and officers of City and the individual members. employees and agents thereof in their official capacities. and /or while acting on behalf of the City of Round Rock. (4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by Owner. to any such future coverage, or to Owner's Self- Insured Retentions of whatever nature. The cost of all insurance required herein to be secured and maintained by Architect shall be borne solely by Architect. with certificates of insurance evidencing such minimum coverage in force to be filed with Owner. 12.11 In accordance with Chapter 2251, V.T.C.A.. Texas Government Code, payment to Architect will be made within thirty (30) days of the day on which 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 Owner receives a correct invoice for the performance of services, whichever is later. Architect may charge a late fee (fee shall not be (treater 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 Owner in the event: a) There is a bona fide dispute between Owner and 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 Owner from making a timely payment with federal funds; or c) There is a bona fide dispute between Owner and a subcontractor or between a subcontractor and its supplier conceminq the services performed which causes the payment to be late; or d) The invoice is not mailed to Owner in strict accordance with instructions. if any, on any purchase order or this Agreement. 42 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 V.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. User Document: 97b151oa.aia -- 627/2003. AIA License Number 1009596, which expires on 5/29/2004. 21 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 AIAe AIA DOCUMENT B151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 This Agreement enter -d into asofth .� first written above. THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. CONSULTATION WITH AN TTORNEY I5 ENCOURAGED WITH RESPECT AR HITECT (Sgn. ref TO ITS COMPLETION OR MODIFICATION. g ,� �� y AUTHENTICATION OF THIS ELECTRONICALLY Ai u L1 m ii_gme c-� m�yo2 G . ,t aa 7�L TV bL . 6.)( P. DRAFTED AIA DOCUMENT MAY BE MADE (Pn' ed name and bite) (Printed name and tide) BY USING AIA DOCUMENT D401. 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. User Document: 97b151oa.aia — 6/27/2001 AIA License Number 1009596, which expires on 5/29/2004. 22 01997 AIA0 AIA DOCUMENT B151 -1997 ABBREVIATED OWNER- ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006 -5292 R. CRAIG WILLUMS PRINCIPAL GENERAL COUNSEL July 7, 2003 VIA FEDERAL EXPRESS Mr. Stephan L. Sheets City Attorney Sheets & Crossfield, P.C. 309 East Main Street Round Rock, Texas 78664 -5246 Re: Architect Agreement Between City of Round Rock and HKS, Inc. Dell Diamond Expansion; HKS, Inc. Project No. 7274 Dear Mr. Sheets: H I<S We are returning both originals of the above - referenced agreement, which were forwarded to Mr. Don Williams with your letter of July 2, 2003. Both originals have been executed on behalf of HKS. We have left the date on the first page blank, for you to fill in upon execution by the City of Round Rock. Once fully executed, please return one copy to I-IKS for our files. Sincerely, /� / ' Diane Webber Secretary to R. Craig Williams /dw Enclosures cc w /copy of encl: Don Williams 1919 McKINNEY AVENUE DALLAS, T% 75201-1753 214.969.5599 FAX 214.969,3397 Mayor Nyle Maxwell Mayor Pro-tem Tom Nielson Council Members Alan McGraw Carrie Pin Scot Knight Isabel Gallahan Gary Coe City Manager Jim Nuse City Attorney Stephan L Sheets July 16, 2003 PURPOSE. PASSION. PROSPERITY. Mr. Don Williams HKS, Inc. 1919 McKinney Avenue Dallas, TX 75201 -1753 Dear Mr. Williams: The Round Rock City Council approved Resolution No. R- 03- 07 -10- 10D4 at their regularly scheduled meeting on July 10, 2003. This resolution approves a Standard Form of Agreement for the design of the stadium expansion at the Dell Diamond /United Heritage Convention Facility. Enclosed is a copy of the resolution and original agreement for your files. If you have any questions, please do not hesitate to contact Tom Word at 218 -5555. Sherri Monroe Assistant City Secretary Enclosure CITY OF ROUND ROCK 22I East Main Street • Round Rock, Texas 78664 Phone: 512.2[8.5400 • Fax: 512.218.7028• www.ci.round- rock.tx,us