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1997-154-RES WHEREAS, CITY COUNCIL DID HERETOFORE ON THE 29TH DAY OF APRIL 1996 - . . RESOLUTION NO. 97-154 WHEREAS, the City Council of the City of Paris did heretofore, on the 29th day of April, 1996, in Resolution No. 96-037, as the nominating entity for the Greater Paris Development Foundation, Inc., apply for the Statewide Transportation Enhancement Program Grant for the project entitled" Paris Santa Fe Frisco Railroad Depot Rehabilitation"; and, WHEREAS, the City Council ofthe City of Paris did heretofore, in said resolution, accept the donation of the depot from the Kiamichi Railroad, which depot will be placed towards the City's twenty percent (20%) cash match necessary under the terms of the grant; and, WHEREAS, the City Council of the City of Paris did heretofore, on the 13th day January, 1997, in Resolution No. 97-004, authorize the execution of the Agreement with the Texas Department of Transportation for the Paris Santa Fe Frisco Railroad Depot Rehabilitation Project, CSJ #0901-29-012; and, WHEREAS, the City Council of the City of Paris did heretofore, on the 14th day of July, 1997, in Resolution No. 97-084, authorize the execution of the Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements as a part of said agreement with the Texas Department of Transportation for said project; and, WHEREAS, the City of Paris is in need of architectural services under the Paris Santa Fe Frisco Railroad Depot Rehabilitation Project as funded in the aforementioned Statewide Transportation Enhancement Program Grant; and, WHEREAS, Keystone Architects has made a proposal for such services, and it is deemed appropriate that such proposal be accepted and that a professional services contract be executed; and, WHEREAS, the form of the Standard Form of Agreement Between Owner and Architect, attached hereto as Exhibit A, should, in all things, be approved, and the Mayor of the City of Paris, Eric S. Clifford, should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the proposal of Keystone Architects for architectural services for the Paris Santa Fe Frisco Railroad Depot Rehabilitation Project be, and the same is hereby, accepted; and, BE IT FURTHER RESOLVED, that the form of the Standard Form of Agreement Between Owner and Architect, attached hereto as Exhibit A, be, and the same is hereby, approved; and, BE IT FURTHER RESOLVED, that the Mayor of the City of Paris, Eric S. Clifford, be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the Standard Form of Agreement Between Owner and Architect for the Paris Santa Fe Frisco Railroad Depot Rehabilitation Project, under the terms and conditions and in the form shown in Exhibit A, attached hereto. PASSED AND ADOPTED this 19th day of December, 1997. ~ . . APPROVED AS TO FORM: '- j~/~~ T. K~~~tAttorney THE AMERICAN INSTITUTE o F ARC H t T E C T S I I I , I'} '" i' AlA Document BI41 I I Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. ; , I AGREEMENT , , made as of the Fifteenth Nineteen Hundred and Ninety-Seven BETWEEN the Owner: (Name and address) day of December in the year of City of Paris P.O. Box 9037 Paris, Texas 75461-9037 and the Architect: (Name and address) Keystone Architects P.O. Box 50570 Austin, Texas 78763-0570 For the following Project: (Indude detailed description of Project, local/on, address and scope.) Rehabilitation of the Santa Fe-Frisco Depot in accordance with the Secretary of the Interiors Standards for use as a Visitor & Transportation Center. Community Meeting Rooms and Center of Transportation History of Paris, Texas. The property is located at the intersection of US 82 and SW 11 th Street in Pari Texas. ) i. The Owner and Architect agree as set forth below. Copyright 1917,1926, 1948, 1951, 1953. 1958, 1961,1963, 1966,1%7, 1970,1974,1977,@1987byTheAmerlc:mInstitute of Architects, 1735 New York Avenue, N.W., W2ShingtOn, D.C. 20006. Reproduction of the nulerW herein or substantL:al quotation of iu provlslons without written permission of the AlA vio1:ltes the copyright laws of the United SUteS and will be subject to legal prosecution. I I AlA DOCUIIENT 8141 . OWNER.ARCHITECT AGREEMENr . FOURTEENTH EDITION' AlA. . e 1987 THE AMERICAN tNSTITIJTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASlfINGTON, D.C. 20006 WARNING: UnIJoenaed photocopying viol.... US. copyright IIMI and la subiect to k!Io-l proeecutIon. 8141-1987 1 I, EXHIBIT A TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per. fonned by the Architect, Architect's employees and Architect's consultant'li as enwnerated in Articles 2 and 3 of this Agret."mem and any other services included in Article 12. 1.1.2 The Architect's services shall be performed :IS expedi- tiously as is consistent with professional skill and care a.."1d the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval :J. schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include ~Uowances for periods of time required for the Owner's review and for approval of submissIons by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner sh:Ll1 not, except for reasorutbk: cause, he exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreemem are subject to the time limitations contained in Subparagnph 11.5.1. ARTICLE 2 SCOPE O~ ARCHITECT'S BASIC SERVICES 2.1 DEANITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Anlcle 12 as pan of B:lSic Services, and include normal struc. tural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner [0 ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements Wit~l the Owner. 2.2.2 The Architect shall provide a preliminary evalu:uion of the Owner's program, schedule and construction budget requirements, each in terms of the other, sublect to th~ limita- tions set forth in Subparagraph 5.2.l. 2.2.3 The Architect sha11 review with the Owner alternative approaches to design :md construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Archhect shall prepare, for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner :l preliminary estimate of Construction Cost based on current area, volume or other unit costs. 2,3 DESIGN DEVELOPMENT PHASE 2.3.1 llased on the approved Schematic Design DoCUIDl:nts and any adjustments aulhorized by the Owner in the progr.lJTl, schedule or construction budget, the Architect shall prepare, for :Jpproval 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, strue. [Ural, 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. I II I'} Ii' I I 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Developmem DocU- ments 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, Con.'Hruction Documents consisting of Dr.l.wings and Spedfica- tions setting forth in detail the requirements for the construc. tion of the Project. 2.4.2 The Architt:ct shaJI assist the Owner in the preparation of the necessary bidding information, bidding forms, the Condi- tions of the Contract, and the form of Agreement between the Owner and Contf'J.ctor. 'I I 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- c~aed 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 documenrs required for the approval of govemmenul :mthorities having jurisdiction over the: Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of rhe latest prdiminary estimate of Construction Cost, shall assist the Owner in obtaining bim or negotiated proposals and assist in awarding and preparing comr.tcTS for construction. 2.6 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for rhe Construction Ph:lSe under this Agreement commences with the aW:lrd of the Comnct for Construction and termi- nates at the earlier of the issuance to the Owner of the final Certificate for p..tyment or 60 days after the date of Substan. tial Completion of the Work. 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and in the edition of AlA Docwnent A20l, Genet2l Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall nOt be unreasonably withheld, ,. I I AlA DOCUMENT B141 . OW':'ER.,\RCHIHCl' AGREEMENT . FOURTI:E~nl EOIT[O:-.l . A..I."" . ~lytl7 THF.AMER[CAN INSTITUTE OF ...RCHITF.CTS, 1735 ~EW YORK AVEr-;UE. r-;,'il:'" WASHl:-.lGTO~.l),C.lO()(X) B141-1987 2 WARNING: Unlicensed photocopying violates U.s. copyrlghllews snd Is subject to legal prosecution. ,I", 1/,. (, ' 2.6.4 The Architect shall be a representative of and shall advise :lIld consult wirh rhe Owner (I) during COo.'Hruction until final payment to the ContractOr is due, and (2) as an Addition:d Ser~ vice at the Owner's direction from time to tlme during the cor- recrion period described in the Coner-Jet for Construction. The Architect shall have authority to act on behalf of rhe Owner only to the extent provided in this Agreement unless otherwise modified b)' written instrument. 2.6.5 The Architecr shall \'isir rhe site ar intervals appropriate to the stage of construction or as otherwise agreed hy the Owner and Architect in writing ro become generally famili;tr wirh the progress and quality of the Work completed and to determine in general if the Wark is being performed in a man. ner indicating lh~t the \Vork when completed will be in accor- dance with the Contract Documents, However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantiry of the Work. On the basis of on-sire ohservations as an architect, rhe Architect shall keep the Owner informed of the progress and qualit}' of rhe Work, and shall endeavor to gUJId the Owner agaimt defects and deficiencies in the Work. (More extensit'e site representation may be agreed to as an Additional Service, as descn'bed in Paragraph 3.2.) 2.6,6 The Architect shall nor have control ov~r or charge of :md shall nOt be responsible for construction means, methods, tet.hniques, sequences or procedures, or for safety precautions and programs in connection wirh the Work, since these are solely the Contractor's responsibility under the Contnct for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to CJIry our the Work in ;lccor- dance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contrac- tor, Subcontractors, or their agents or employees, or of Jny other persons performing portions of the Work. 2.6.7 The Architect shall at all times ha\'e access to the Work wherever it i'i in preparation or progress. 2.6.8 Except as may otherwise be provided in the Conrr;lCt Documents or when direct communications have heen spe- cially authorized, the Owner and Contr:lctOr shall communicate through the Architect. Communicnions by and with the Archi. teet's consultams shall be through the Architect. 2.6.9 13:L'icd on the ArChitect's obseC'o.ations and evaluations of the Contractor's Applications for Payment, the Architect shall review and cenify the amoums due the Contractor. 2.6.10 The Architect's certification for paymem shall consti. ture a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on the dau comprising the Contractor's Application for P:.lY- mem, that, to the beSt of the Architect's knowledge, informa- tion and belief, the Work has progressed to the point indicated and the quality of \'\brk is in accordance with the Contract Documents. The foregoing representations are subject to :m evalw.tion of the Work for conformance with the Contract Documents upon Substantial Completion, to result~ of subse- quent tests and inspections. ro minor deviations from the Con- tract Documents correctable prior to completion and to spe- dflc qualifications expressed by the Architect. The issuance of a Certificate for Paymenr shall further conSlitute a representation that the Contractor is emided to payment in the amount certi- fied. However, the issuance of a Certificate for Payment shall nO[ be a representation that the Architect has (1) made exhaus- tive or cominuous on-sire inspections to check the quality or quantity of the Work, (2) reviewed construction means, meth- ods, techniques, sequences or procedurcs, (3) reviewed copies of requisitions received from Subcontractors and material sup- pliers and mher dara requested by the Owner to substantiate Ihe Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on :J.ccoum of the Contr.lct Sum. , .1 "J " 2.6.11 The Architect shall have aurhority (0 reject Work which docs nO[ conform to the Contract Documents. 'X'henever the Ar::hitect considers it necessary or advisable for implementa- tion of the inrent of the Comract Document.'i, the Architect will h:lVC authority to require additional inspection or testing of the \X:'ork in accordance with the provisions of the Contr:J.ct Doeu- mems, whether or not such Work is fabricared, installed or completed. Hc)wever, neither this authority of the ArchiteCt nor :t decision made in good f:tith either to exercise or nOI to exer. cise such authority shall give rise to a duty or responsibility of the Architect to tbe ContractOr, SubcontractOrs, material and equipment suppliers, rheir agents or employees or other per- som performing portions of the Work. 2.6.12 The Architect shall review and approve or take other appmpriare u.ction upon COOlractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The A.rchitecr's acrion shall be taken with such reasonable promptness as to cause no delay in the Work or in the con- struction of the Owner or of separate contractors, while allow- ing sufficienr time in the Architect's profeSSional judgment to permit adequate review. Review of such submittals is not coo- Liucted for the purpose of determining the accuracy and com- pleteness of other de~s such as dimensions and quantities or for stlbstantiating instructions for install:nion or perfonnance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Architect's review sll:tll not constitute approval of safery precautions or, unless olhcf\vise specifically stated hy the Architect, of construction me.ms, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall nm indicate appro\'al of :m as.sembly of which the item is a component. ,",'nen professional certification of performance char.tcteristics of materials, systems or equipmem IS required by the Contract Documents, the Architect shall be emitled to rel)' upon such (cnification to establish that the materials, systems or equip- ment will meet the performance criteria required by the <':on- Iract Documents. , ' 2.6.13 The Architect shall prepare Change Orders and Con- ~[rucuon Ch:mge Directives, with supporting documentation and d:lJJ if deemed necessary by the Architect as provided in Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and cxecution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an :Jdiustment in the Contract Sum or an extension of the Contract Time which are nOt inconsistent with the intent of the Contr.1ct Documents. 2.6.14 The Architect shall conduct inspections to determine the date or cbtes of Subsuntial Completion and the due of fmal completion, shall receive and forw;lrd to the Owner for the Owner's review :rnd records \vcirtcn warranties and related documents required by the Contract Documents and assem- bled b)' the Contractor, and shall issue a final O.:rtifiC'.tte for Pay- ment upon compliance with the requirements of the COntr.1ct Documents. I. 3 6141-1987 AlA DOCUMENT 8141 . OWNER.ARCHITECT AGREEMDIT. FOURTEENTH EDITlON. AlA- . @1987 THE AMERICAN INSTtTtTE OF .'RCHtTECTS, t 735 ;-JEW YORK AVENUE, :'II,W., WASHINGTON, D,C. 20006 WARNING: Unlicensed photocoP'llng viollltll$ US. copyl1ght 18W1IIInd Is subject to legal prosecution. i'I' 'Ii 1 2.6.15 The Architect shall interpret and decide maUers con- cerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shaJl be made with reasonable promptness and within any lime limits agreed upon. 2.6.16 Interpretations and decisions of me Architect shall be consistent with the intent of and reasonably inferable from the Contr.tct Documents and shall be in writing or in the fonn of drawings. When making such interpretations and initial deci- sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show paniality to either, and shall not be liable for result'i of interpretations or decisions so rendered in good faith. 2.6.17 The Architect's decisions on matters rei.:lting to aesthe- tic effect shall be final if consistent with the iment expressed in the Contract Document'i. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in quc;s- tion between the Owner and Contractor relating to the execu- tion or progress of the Work :l5 provided in the Contmct Documents. 2.6.19 The Architect's decisions on claims, disputes or other matters, including those in question between the Owner aOLI Contractor, except for those relaring to aesthetic effect as pro- vided in Subparagf2ph 2.6.17, shall be subject to arbitration as provided in this Agreement. and in the Comr::lct Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are nOt included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in thls Agreement, in addition to the compensation for Basic Services. The ~rvices described under Paragmphs 3.2 and ).4 shall only be provided if 2mhorized or confirmed in writing by the Owner. If services described under Contingem Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's comrol, the Architect shall notify the Owner prior to com- mencing such services. If the Owner deems that such services described under Pamgraph 3.3 arc not required, the Owner shall give prompt written notice to the Architect. If the Owner lncticHes in writing that all or part of such Contingent Add!. tional Services are not required, the Architect shall have no obli- garion to provide lhose services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive represem:uion at the site than L<; described in Subpar:lgraph 2.6.5 L~ required, the Architect shall provide onc or more Project Representatives to assist in carry. ing out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the A.rchitect, and (he Architect shall be compen- sated therefor as 3greed 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 D3;2 current as of the ciate of this Agreemem, unless otherwise agreed. 3.2.3 Through the observations by such Project Represen- tatives, the Architect shall ende-Jvor to provide further protec- tion for the Owner ag:tinst defects and deficiencies in the Work, hut the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect 3S described elsewhere in this Agreement. I " ,.J Ii 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revi'iions <lre: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces- sary by adjustments in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, b.ws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's fail. tire 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, qual- ity, complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specific:ltions and other documen- tation ana supporting elata, ev:uuating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Pro....iding services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation rC"~'iulting therefrom. 3.3.5 Providing consulcnion concerning replacement of Work cbmaged by flre or other cause during construction, and fur- nishing 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 Dr deficiencies in the Work of the Contractor, or by (ailure of performance of either the Owner or ComrnclOr under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of clalms submitted hy the ContractOr or others in connection with the \'('ork. 3.3.8 Providing services in connection with a pubHc hearing, arbitration proceeding or legal proceetting except where the Architect is party thereto. 3.3.9 Preparing documents for alternate, separ.!te or sequential bids or providing .services in connection with bidding, negoti:r- tion or construction prior (0 the completion of the Construc- tion Documents Phase. ! ' 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs and progr.un. ming lhe requirements of the Project. 3.4.2 Providing financi~u feasibility or Other special srudies. 3.4.3 Providing planning surveys, site evaluations or com. par.1tive studies of prospective sites. I I AlA DOCUMENT 81(1. O\Yt'NER-ARCHlTECT AGREEME."IT. FOURTEENTH EDI'nON. AlA- . @1987 THE AMERICA!\" INSTITt:TE 01' ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON. D,C.10006 B141-1987 4 WARNING; Unlicensed photocopying violates U.S, copyright Iswa snd Is subject to legal prosecution. .1, rl, " I, 3.4.4 Providing special surveys, environmental studic.o; and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.5 Providing services relative [Q future facillties, systems and equipment. 3.4.6 Providing services to investig:He exL'iting conditions or facilities or to make measured dnwings thereof. 3.4.7 Providing services to verify the accuracy of drawings or ()[hcr information furnished b)' the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordi- nation of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work ofa con- struction man3Rcf or separate consultants reuined by the Owner. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and bbor. 3.4.12 Providing analyses of owning -and opef;}ting costs. 3.4.13 Providing interior design :md Olher similar services required for or in connection with the selection, procuremcnt or installation of furniture, furnishings :md related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making invcstig::1tions, inventories of m:nerials or equip- ment, or valuations and detailed appr:tisals of existing booties. 3.4.16 Preparing a set of reproducible record drawings show- ing 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 opcrntion and maintenance manuals, training personnel for operation and maintenance, and consultation during opera.tion. 3.4.18 Providing services after issuance to the Owner of the final Certific:tte for Payment, or in the absence of a fInal Cer- tificate for Paymem, mo~e than 60 d:J.Ys after the date of Sub- stantial Completion of the Work. 3.4.19 Providing services of consult:mt.. for other than archi- tectural, structural, mechanical and electrical engineering por- tions of the Project provided as a part of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreement or nm customarily Furnished in accordance with generally accepted architecmral pf;}ctice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full inform:uion regarding requirements for the Project, including a program which shall set foerh the Owner's objectives, schedule, constraints and cri- teria, including space requirements and relationships, t1exi- bllity, exp:lndabiliry, special equipment, systems and site requirements. 4.2 The Owner shall establish and 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 If requested by the Architect, the Owner shall furnish e~i. dence that financial arrangements have been made to fulfill me Owner's obligations under this Agreement. 4.4 The Owner shall designatc a representative :mthorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pen:J.ining to document.. submitted by the Architect in order to avoid unre:lSOrmble delay in the orderly and sequential progress of the Architect's services. I it .J'} 'Ii. I I I 4.5 The Owner shall .furnish surveys describing physical characteristics, legalllmitations and utility IOCltions 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 dr.tinage; rights-of-way, restrictions, easements, encroachment.., zoning, deed restric- tions, boundaries and contours of the site; locations, dimen- sions and necessary data pert:J.ining to existing buildings, other im;Jrovemems and trees; and information concerning :l.vai.bble utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a. Project benchmark. 4.6 The Owner shall furnish the services of geotechnical engi- neers when such services are requested by the Architect. Such services may inclllde but arc nor limited to test borings, test pit'i, determinations of soil bearing values, percol-ation tests, evaJu:l.tions of haz:J.fdous materials, ground corrosion and resis- tivity tests, including necessary operations for anticipatinK sub. soil conditions, with reportS and appropri:ue professional recommendations. 4.6.1 The Owner shall furnL..h the services of other consul- tams when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.7 The Owner shall furnish Structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other l:J.bOf:J.rory and envirorunental tests, inspections and reports required by law or the Contr:J.C[ Document.s. 4,8 The Owner shall furnish alliegal, accounting and insurance counseling services as may be necessary' at any rime for the Project, including auditing services the Owner may require [0 verify [he Contractor's Applications for Payment or to ascertain how or for what purposes the Contrnctor has used (he money p'lid by or on beh::J.!f of the Owner. 4.9 The services, information, surveys and reports required by P:uagraphs 4.5 through 4.8 shall be furnished at the Owner's expense, :mLl the Architect shall be entitled to rely upon the :J.ccur:J.cy and completeness thereof. 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner bccomes aware of any fault or defect in the Project or nonconformance with the Contr:tct Documents. 4.11 The proposed langu-age of ceniticates or certifications requested of the Mchitect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certifica" tions that would require knowledge or services beyond the scope of this Agreement. I I 5 8141.1987 AJA DOCUMENT 81-41 . O'X'"ER-ARCH1TECT ^GH~:E~1ENT . t"Ol'RTEE!\'TH EDITIOl\' . AlA- . @1987 THE AMERlCA:'Ill~STITUn: OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W., WASHINGTON, D.C. 20006 WARNING~ Unlicensed photocopying viol.tecl U.S. copyright laws and 18 subject 10 legal pl'Os8Cutlon. !,l,' I' I, ' ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Con.'itnlction Cost shall be the [mal cOSt or esti- mated COSt (0 the Owner of all elements of the Proiecr designed or specified by the ArchiteCt 5.1.2 The Construction Cost sh:dl include the cost at current market rates of labor and m:ucrials furnished by the Owner and equipment designed, specified, selected or spedally provided for hy the Architect, plus a reasonable allowance for the Con- trador's overhead and profir. In addition, :1 reasonable allow. ance fOf contingencies shall be included for market conditions at the time of bidding :md for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the bnd, rlghts-oC-WOlY, financing or other costs which are the respon- siblJity of the Owner as provided in Article 4. 5.2 RESPONSIBIUTY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Con- struction Cost, if any, prepared by the Architect, represent the Architect's best judgmem as a design professional famil.i.:lr with the construction industry. It is recognized, however, that nei- ther the Architect nor the Owner has comrol over the cost of !:l.bor, materials or equipment, over the Comractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent [hat bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cose or evaluation prepared or agreed co by the ArchJtect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement hy the furnishin~, proposal or e5tablis.hment of a Project budget, unless such fIxed limit has been agreed upon in writing and signed by the parties hereto. If such a tlxed limit has been esClblished, the Architect shall be permitted to include contingencies for design, bidding and price escalation, co determine what materials, equipment, com- ponent systems and types of construction are to be included in the Contract Docwnents, to make re3Sonable adjustments in the scope of the Project and to include in the Contmct Docu- ments alternate bids ro adjust the Construction Cost to the ftxed limit. Fixed limits, tfany, shall be increased in the amount of:m jncrea.<;e 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 Constmction Cost sh:ill be adjusted to reflect changes in the general level of prices in the construction industry berween the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.2.4 If a fIxed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2,3) is exceeded by the lowest bona ftde bid or negoti<ued proposal, the Owner shall: .1 give written approval of an incre:lSe in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 if the Project is abandoned, terminate in accordance with Pa.ra.grJ.ph 8.3; or .4 cooperate in revising the Project scope and quality as required to rcduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con. tr:let Document,> as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility ari....ing our of the establishment of a fixed limit. The Architect shall be entil\ed to compensation in accordance with this Agreement for all services performed whether or nm the Construction Phase is commenced. , il 1,1 '."Ii', , ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Dmwings, Specific:nions and other documents pre- pared by the Architect for chis Project are instruments of the Archlcect's service for use solely with respect to this Project and, unless Otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. The Owner shall be petmitted to retain copies, including repro- duable copies, of the Architect's Drawings, Spedfications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Archi- tect's Df'Jwings, Specifications or Other documents shali not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compen- sation to the Architect. 6.2 Submission or dl..triburion of documents to meet official regulatOry requirements or for similar purposes in connection with the Project is not ro be construed as publication in deroga- rion of the Architect's resef\'ed rights. ARTICLE 7 ARBITRATION 7.1 Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agree- meO[ or breach thereof shall be subject to and decided by arbi- trminn in accordance with the Construction Industry Arbitm. tion Rules of the American Arbitr.uion Association currently in effect unless the parties murw.lly agree otherwise. 7.2 Demand for arbitration shall be ftled in writing with the other party to this Agreement and with the American Arbitra- {ion Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitra[\on be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable staNtes of limit:.tion'i. 7.3 No arbitr.ltion arising Out of or relating to this Agreement shall include. by consolidation, jOinder or in any other manner, w additional person or entity not a party to this Agreement, I I AlA DOCUMENT 8141 . OWNER.ARCHITECT ^GREEMENT. FOURTE!Nlli EDITION. AlA- . @1987 THE AMERICA.."i INSTITUTE OF ARCHITECTS. t735 NEW YORKAVENUI!:, N.W., WASHINGTON, D.C. 20006 B141.1987 6 WARNING; Unlicensed photocopying violates U.S, copyright laws and Is subject to legal prosecution. li,1 1', except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and any other person or entity sought to be joined. Consent to arbitration involving an additional person or entity slutl not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent or with a person or entity not named or described therein. The foregoing agree- ment to arbitrate and other agreemenrs to arbitr.l.lc with an additional person or entity duly consented to by the p:1rties to this Agreement shaU he specifically enforceable in accordance with applicable law In any Court having jurisdiCtion rhereof. 7.4 The award rendered by the :lfbitrator or arbitrators sh:tll be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon nor less than seven days' written norice should the other party fail substantially to perform in accordance with the terrru;; of this Agreement through no fault of the party initiating the termination. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for ser- vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi. tably adjusted to provide for expenses incurred in the interrup- tion and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon nor less than seven days' written notice to the Architect in the event that rhe Project is permanently ;lbandoned. lf the Project is abandoned by the Owner for more than 90 consecutive days, the Architecl may terminate this Agreement by giving written notice. 8.4 Failure of the Owner to make payments to the Arcbitect in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. 8.5 If the Owner fails to make payment when due the Archi- tect for services and expen.ses, the Architect may, upon seven days' written noUce to rhe Owner, sWipend performance ofser- vices under this Agreement. Unless payment in full is received by the Architect within seven <bys of the date of the notice, the suspension shall take effect without further nocice. In the evem of a suspension of services, the Architect shall have no Ii~bility to the Owner ror delay or damage caused the Owner because of such suspension of services. 8.6 In the event of termination not the fault of the .'\.rchitect, the Architect shall be compensared for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses :lS defined in Patagraph 8.7. 8.7 Tetmination Expenses are in addition to compensation for Basic and Additional Services, and include expenses which are directlv attributable to termination. Tcrmin;ulon Expens~ shall be co~pUled as a percentage of the total compensation for Dasic Services and AdQ.itiona.l Services e:lrned to the time of ter- mination, as follows: .1 Twenty percent of the.- total compens;nion tor Dasic and Adtlilional Services e'Jrned (Q dale if termin::uion occurs before or during the predesign, site analysis, or SchematiC Design Phases; or .2 Ten percent of the tot:u compensation for Basic :md Additional Services earned to date if termirution occurs during [he Design Development Phasej or .3 Five percent of the total compensation for Basic and Additional Services earned to date if tennination occurs during any subsequent phase. I " I;) II, I ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided. this Agreement shall be gov- erned by the law of the principal place of business of the Architect. , I 9.2 Terms in this Agreemem shall have the same meaning as those in AlA Docume:=nt A20 I, General Conditions of the Con- tr,lct rOr Construction, current as of the date of this Agreement. 9.3 C:lUses of action between the parties (Q this Agreement perraining to acts or failures to act shall be deemed to have accrued and the ::Jppllcable statures of limitations shall com- mence to mn not later than either the date of Substantial Com- pletion for acrs or fuilures to acr occurring prior to Substantial Completion, or the date of issuance of the fmaJ Certificate for Payment for acts or failures to act occurring after Substantial Complerion. 9.4 The Owner and Architect waive all rights against each other and ag3inst the contractors, consultants, agents and employees of the other for damages, but only to the extent cov- eted hy property insurance during construction, except such rightS as They may have to the proceeds of such in'iuram::e as set forth in the edition of AlA Document AlOI. General Conditions of the Contract for Construction, current as of the date of this Ageeemem. The Owner and Architect each shall require similar waivers from rheir contractors. consultams and agents. 9.5 The Owner and Architect, respectively, bind themselves, their pmners. successors, assigns and legal tepresemativr.5 ro the other party to this Agreement and to the partners, succes- sors. assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall 3SSign this Agreemem without the written con- sent of the other. 9.6 This Agreement represents the enUre and integrated agree- menr between The Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten 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 contrac. tual rel::Jtionship 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 expo. sure of persons to hazardous materials in any form at the Project site. including but nOt limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substmces. 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional and professional materi31.s. The Architect's materials shall not include the Owner's confidentia.! Ot proprietary information if the Owner h:lS previously advised the Architect in writing of , ' I i <. I I 7 B141-1987 AlA DOCUMENT 8141. OWSER.ARCHITECT AGRRflMENT. FOURTEENTH EDITION. AlA- . @1987 THE A..\olERICA:-.lI;-l'STITL'TE Of ARCHITECTS. 1735 NEW YORKAVRNUE. N.W., WASHINGTON, D.C. 20006 WARNING: Unllcenaed photocopying violates U.S. copyright 1_ and Is sublect 10 legal prosecution. i'l,' 'I,l: the specific infonnation considered by the Owner to be: c:lfifi- dential or proprietary. The Owner shall provide profes..'ilonal credit for the Architect on the comrrucrion sign :md in the: pro- motional malertUs for the Proiect. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10,1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cOSt of their mand:ltory and customary con. tributions and benefits related theretO, such as employmenr taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar comribU[il)t~ and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses ate in addition to compensa- tion for Basic and Additional Services and include c:xpeoses incurred by the Architect and Architect's employees and con- sultants in the interest of the Project. as identified in the foUO\v- iog Clauses. 10.2.1.1 Expense of tr.msportation in connection with the Project; expenses in connection wlth authori7.ed out-of-town travel; long-distance communi~tions; and fees p-J.id for secur- ing approval of authorities having jurisdiction over the ProieG. 10.2.1.2 Expense of reproductions, postage and handting of Drawings, Specifications and O(her documents. 10.2.1.3 If authorized in advance by the Owner. expense of overtime work requiring higher than regul:Jr rates. 10.2.1.4 Expcnc;e of renderings, model.. and mock-ups requested by the Owner. 10.2.1.5 Expense of additional insur:mce coverage or limits, including professional liability insut4nce, requested by lhe Owner in excess of that normally carried by the Architect :md Archilect's consultants. 10.2.1.6 Expense of computer-aided design and dF.l.fting equipmenr time when used in connecrion with the ProJC'ct. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial p~yment as set forth in Pangraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly :md, where applicable, shall be in proportion to ser- vices performed within each ph:lSe of service, on the basis set fonh in Subparagraph 11.2.2. 10.3.3 If and to the extent th:H the time initially t:Stablished in Subp'J.r".lgrnph 11.5.1 of this Agreemenr is exceeded or extended through no fault of the Architect, compensation fOf any ser- vices rendered during the additional period of time shall be computed in the m2!lCler set forth in Subparagnph 11.3.2. 10.3.4 When compensation is based on a percent:lge of Con- struction Cost and any portions of the Project are deleted or orherwise nor constructed, compensation for those portions of thl.: Project shall be: payable to the extent services are per. formed on those portions, in accordance with the schedule ::iCt forch in Subpar.l.graph 11.2.2, based on (I) the lowes( 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 esHm:zte of Construction Cost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES I 'I I',} 'II, I' I I 10.4.1 P;1yments on ;1CCOUnt of the Archi[ect's Additional Services and for Reimbursable Expenses shall be made monthly upon pre,senr:ltJon of the Architecr's sl2rement of services ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions sh:lll be made from the Architect's com- pensation on account of penalty, liquidated damages or other sums wJthheld from payments to comractOrs, or on aCcount of the cost of changes in the Work orher than those for which the Architect has been found to be li<lbJe. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimburs::ible Expenses and expenses pCf- [aining (0 Additional Services and services performed on the b:.1Sis of a multiple of Direct Personnel Expense shall be avail. :.lbJe to [hl: Owner or the Owner's authorized representative at mu[Ually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner !:ihall compensate [he Architect as follows: 11.1 ANINITrALPAYME"To[ Ten Thousand Dollars 0011.,,(5 10,000.00) sh:Ul be made upon exc(.."ULion of [his Agreement and credited to the Owner's account at fm:u JYJ.yment. 11,2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Arricle 2, and any olher services induded in t\rtide 12 as parr of Basic Services, Basic Compensation shall be computed as follows: (fluert basis of compensation, including slipulcdec( sums, mu/lipl4?s or pl!rCl'lllai</f!s. and ide'nfi!y phases /(J wbicb partiCII/ar methods oj compt'nsatimz apply, if n('CI!Ssary.) A lump sum fee of $ 150,000.00 billed in progress payments in accordance with Sectionll,2.2. Fee Calculation will be made in the following manner: All rates are according to Exhibit A "Billing RatesM attached. (150,000 x (Percentage of Completion)+ Reimbursible Expenses (Sec:ion 11.4)+ Additional Expenses(Section 11.3} I I AlA DOCUMENT B141 . OWNER.A.RCHITECT ^GREEMENT. FOURTEENTH EDITION. AlA- . @19H7 THE .-\MERICAN I:-lST1TUTE Of ARCIIlTECTS, 1735 NEW YORK AVENUF., N,'\t'.. W...,SIIINGTON, D.C. 20006 B141.1987 8 .. , II l~ WARNING: Unlicensed photocopying violate. U.S. copyrighllaws and Is subject to legal prosecution. 11.2.2 Where compensation is based on a stipulated sum or percctUage of Construction Cost, progress payments for Basic Services in each phase shall [Otal the following percentages of the [mal Basic Compcns:ztion payable: (l,ueTt addWo,1a/ phases as dppropriute.) I [. il} percent ( 15 %) ~rcent( 25%) percent (45 %) percent (10 %) _~rcent ( ~ %) one hundred percent (100%) I' i Schem:uic Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: Tm:tl BasIc Compensation: 11.3 COMPENSATION FOR AODITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paogi.lph 3.2, compensation shall be com- puted as follows: On a time and materials basis based upon the hourly rates at the time such services are provided. Fee Calculation= Hourly Rate x Hours to nearest quarter hour + expenses (Sections 11.3.3 &11.4) Travel cost is not to exceed $ 7,500.00 for this contract. All rates are according to Exhibit A "Billing Rates" attached. I' I I 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITFCT, as described in Articles 3 and 12, other than (I) Addition:ll Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be compU[~d as follows: (Insert basts of compensation, mcluding roles and/or mullipJe_~ of [)tr"C! Per5wlnel Hxp.mse for Principals ami emplo:vees. wtd identify Principals and Classify employees. if required. Iden/ify speCIfIC Iertlices 10 u'hlch particular ,...",thuds uj r::ump.'llsation apply. if n<<essary.) Computed as defined by section 11.3.1 Engineering and hazardous materiais testings and lab analysis will be charged as a reimbursible expense per 11.4. 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, induding addidona.l stn\Ctural, mechanical and electrica.l engineering services and those provided under Subpaf"Jgr:lph 3.4.19 or identlfied in Article 12 as part of Additional Services, a multiple of Ole (1 ) times the 3rTlounts billed [Q the Architec[ for such services. (Idftrllify specllic types of consultants III Article 12. i/reql4irea.j All rates are according to Exhibit A "Billing Rates" attachec 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Par:::gr.tph 10.2, :lnd ,my other items included in Article 12 as Reimbursable Expenses, a multiple of 01e ( 1 ) times the expenses incurred by the Architect, [he Architect's employees and consultants in the: intere.st of the Project. All rates are according to Exhibit A "Billing Rates" attachec 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement haY~ nor been completed within ( 1 6 ) months of the date hereof, through no fault of the Ardlitec!, extension of the Architect's services beyond that time shall be compensated as provided in Subpar.tgraph'i 10.3.3 and 11.3.2. 11.5.2 Payments are due and pay.able twenty 20 ) days from the d1tc of the Architect's invoice, Amounts unpaid twenty ( 20 ) cbys after the mVOlce date shall bear interest at the r:a.te entered below, or in the absence thereof at the legal rate prev:tiling from time [Q rime at the principal pillce of business of the Architect. (Insert mte o[ interest a8rud upon) None [ I (Usury Jaws and requirements under tbt- FedeT:U Trutb in I.end/'Ig Act. rimilar Itat.' Imd load consumer credillaws alld otber regulalions at tbe OWrler's ana Archi- lext's principal places oj bus,/'UlSs. the (OCllllon of tl.lf! Pro/t'et and elsewbt-re may afjro tbe va!itJlly of Ibis provision. Specific leHal MI'ice sboula t>e Obtained wilb respect 10 deletions or modifiCAtions. a"a al.~o regarding requiremclts ;;u,h a.; /tTillen t/uc!osur/!'S or waivers.) 9 8141.1987 AlA. DOCUMENT 81~1 . OWNER-ARClIITECT AGREEMENT. FOURTEENTH EDlTION. AlAe. @19R7 THE AM.ERICAN [="$TfT~JTF. OF ARCHll'ECTS. 1735 NEW YORK AVENUE. N.W.. WASHINGTO~, D.C. 20006 WARNING: Unlicensed photocopying vlolmes U.S. copyright IlIW$ and is subject to legal prosecution. i(t I ( , 11.5,3ll\t:~~~)(!14~~~J\'Xi'I'~~~~~\t:~}t'ial(3/'~~Jt'x P~~~M~fuxxxxxxx N/A ARTICLE 12 OTHER CONDITIONS OR SERVICES I il , ,,) 'i (Insm dMcrlptfons of otber services, ldenJify Additional Survices Included within &uic Compensation and modi/ialttom to tbe payment l'Jnd compensuticmlerms included in Ibis J'tgrf!emenl.) i , i I', I I This Agreement entered into as of the day and ye~ fIrst written above. OWNER City of Paris ARCHITECT Keystone Architect! alft5o~ (5. re) A. J. Garza, AlA CEO Keystone Architects (Primed name and title) \ I;), (Signature) (Printed name and title) r.rr:w CAUTION: You should sign an original AlA document which has this caullon printed In red. ~ An original assures that changes will not be obscured as may occur when documents are reproduced, AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT. FOURTEENTH EDlTlON. AlA- . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVESUE, N.\l', , WASHINGTON, D.C. 20006 8141-1987 10 WARNING: Unllcenud photocopying violates US. copyright Isws andls subject to le<dal proucutlon. .. , ,j I,', KEYSTONE ARCHITECTS 701 Brazos Street, Suite 500, Austin, Texas 78701 Mailing: PO Box 50570, Austin, Texas, 78763.0570 (512) 327-9800, fax (512) 327-7471, NET keystone@texas.net I " i,r , " l EXHIBIT A BILLING RATES " I, I! December, 1997 Reimbursable expenses for all are: Travel Automohile Travel Per Diem Lodging Keystone Architects A. ], Garza S. M. Soucie Intern Architect/Designer Draftsman/CAD Administrative Staff/WP Printing Freight/Delivery Photography Development Laboratory Testing Long Distance Phone Travel Time MLAW Engineering Principal EngineerjKirby Meyer SlafJ' Registered P.E. Graduate Engineer Senior Technician Administrative Staff' All reimbursable MLAW Engineering (Cont.) Travel Time; Principal/Consultant Staff Registered P.E, Graduate Engineer Senior Technician ARCHITECTIJRE MASTER PLANNING $ $ $ 00.28/mile 25.00/day or actual if less 70.00/day or actual if less $ $ $ $ $ $ $ $ $ $ $ 95.00/hour 95.00/hour 55.00/hour 45.00/hour 35.00/hour actual cost actual cost actual cost actual cost actual cost 50% of hourly rate I I I ; ! $ $ $ $ $ $ 125.00/hour DO.OO/hour GO.OO/hour 50.00/hour 35.00/hour actual cost plus 15% I i, I:!, $ 75.00/hour $ 45.00/hour $ 30.00/hour I $ 25.00/hour I PRESERVATION 1',,' l': I: ' DESIGN-BUILD Summit Consultants, Inc. Principal Engineer/Steve O'Kelley $ Principal Engineer/Brian Richards $ Staff Engineer/J. Jones $ Staff Engineer/]. William $ Staff Engineer/D. Graves $ Staff Engineer/C. Thelen $ Staff Engineer/G. Beaubouef $ Staff Engineer/Mechanical Engineer $ Staff Engineer/Electrical Designer $ Staff Engineer/Mechanical Designer$ Draftsman/CADD Tech. $ Administrative Staff $ Travel Time $ All reimbursable $ Omega Southwest . Rate schedule attached. 123.20/hour 89.07/hour 8 1. 2 O/hour 74,20/hour 56.00/hour 64.60/hour 50AO/hour 70.00/hour 50AO/hour 50AO/hour 42.00/hour 33.60/hour 50% of hourly rate actual cost plus 10% , ;' "i'd l I 'I I' I I These rates are the best information available to date and are not audited rates. Rates do correspond to experience and position in the respective fields. Historic preservation is a specialty field and individuals with the profeSSional experience levels required to complete the Rehabilitation of the Santa fe-Frisco Depot are not widely available. Thank You, A. J. Garza, AlA ARCHITECTIJRE MASTER PLANNING , ' I I Jli. I I PRESERVATION " i~ j I' I" DESIGN-BUILD HAZARDOUS 8U1LDING MAT~RIALS MANAG~MRN'I' a. b. c. INSPl!:CTION-recommend mlnlm\lm or asbestos and lead-based palnl MANAGEMENT PLAN-should the building oWller choose not to abate ABATEMENT PROJECT MANAGEMENT-should the bllildlng owner cboose to abate OTHER-addtlonal senlc.. and coordlnatloo adlvllles not included in the preceedlng toplco (o,e., special meeting with city management) I I' i,j 'I d. i I! INSPECTION OF BUILDING MATERIALS Asbestos.eontalnlng building material. Field/rnpon lICI"icea $1250 Analylicaljees ($18/~'Ilmple) @ 30 samp'les 540 Lead-based paint Field/report services 775 A/lolytical/otls ($20/Sl1mpk) @ 30 samples 600 Lead In drlllklng water 0' , ' Field/report servi"",. 150 I A/lalytical fees (MOIsample) @ 8 samples 320 Total fl1<ed price ror service. 21H I I 1'otal nIl/lUlled price lor allalytica' fee. $1469 AU the prictc aiven. abQvc wbkb are in fraUcs arc a fixed price: pa lUIIIIyai6 AIld ooum.o.tc of 4X)lil tnI;' ~h one. based on lI1udpatcd DWIlber of >IlUlP1... An effOtlIw boOIl..".dc '" ovado tholl....bct of tWlIpl.. anticipated. MANAGEMENT PLAN(S) Asbestos-containing buildIng material. Field/report scrvlces I.ead.bued paint field/report service. $500 350 Lead In drinking "aler F\cldhcport scryices Total fixed price for servIces 250 $UOO I I ,1'1 11.1. ABATEMENT MANAGEMI!:NT Ad'."o,-oonlait,;ng buildin, material. Sp<cifications and Oid Package Walk-through with Contmclors and Conlruc!Q{ Selection One trip to Paris tI second trip to Paris lor contraC/or soloc;,I(ft. would involve an additional $;15Q. Pre.abatement Air Monitoring Pcrfonned duriD8 conlmctor walk-through AddiliolltJl silo vIsit specifically for monllOrltlg-$400 Site Managentent and Moniloring During Abatentent Daily Overvkw During Prep Daily avervlow Durlllg Removal (Includes analysis 01 10 area samples with 24 hour tum-cuound,- otherwise, there Is CUI additional charge of $20 pe' swnpk) Final Air Clearance TesUng No charge for peM o.nalyses TEM Atlalysl.$ (mayor may nol be requlred)- $120 per sample (minimum 5 samples per arell) SwnmlU)'Rcport and Followup OJ! Proper Dlsposall'Iuctices by the COnltllClor L"ad-ba."d falllt SpecificatiOns and Bid Package Walk-through with ConlJllctotS and Coolruclor Selection If perfonned lI5 part of the llSbestos abatement COlIlJ8clor serection or on same day O,Ullrlp to Paris jo, lead aba1emelll contractOr selection - $300 A second trip to Paris jor lead abaJemt'nJ conlrlll;tOr setectiQn would involve an additional -$250 Pre-abatcmenl Air Monitoring Perfonned during conlIaClO{ W8/k-lhrou~ Mditional site: visit speclftcally for monJtOring-$4oo Site Management and OSHA Mowloring During Abatement Site Overview During Prep-may not be required Initial Couple Days of Abatunelll and O,u;e a Week Slle Monitoring Overview During Removal ServIces Anulylical fees ($35/sample) Final Air Cleat'llllce Testing SumntlU)' Report and Followup on Proper Disposa1 Plll.Ctices by tbe ContraclOl' $600 300 I I I' id 'i( 225 350 I: I'i 550 350 600 4.50 $400 " , ' I I 150 225 350 500 350 3.50 The cost for ab3lemeUlllUlll"ll"""'lIt wiJIlkpcDd moolly OD lb... lIUIllbc;r of da)'o antioipau:d .0 I"'d'ooo the abatement. Wllboutllll'ol'lJl.ltloD" 10 tho ..,.leal of the material which ""'y ""Iuj", ebulcmalt, the... cooto CM be hiShly voriable (ranpnll from Iwo day. to 6 wocb), \ J;!. I I i'l, I.',