HomeMy WebLinkAboutRes 13-03 Authorizing a Contract with Bennett Benner Pettit, Inc.Wei ei"AA0KI AVAN ►YI I IO. :/ �!
• RESOLUTION OF !WN COUNCIL OF ! OF
AUTHORIZING ! BENNETT BENNER PETTIT, INC
FOR ' •L SERVICES OF OF
ACADEMY CAMPUS EXPANSION.
WHEREAS, the Town of Westlake owns and operates the Westlake Academy and
provides facilities for Town and Academy use; and,
WHEREAS, architectural services will provide the Town with professional and
technical expertise in order to effectively provide all necessary architect and design services of
the proposed single -story cafetorium, three story secondary classroom building and one single
story field house; and,
WHEREAS, the Town Council finds that the passage of this Resolution is in the best
interest of the citizens of Westlake.
/ !' : ! 1 : ! �' *F T ET4`17]z
OF .
SECTION l: That, all matters stated in the Recitals hereinabove are found to be true
and correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That the Town of Westlake Town Council does hereby approves the
contract with Bennett Benner Pettit, Inc relating to the Phase I of the Westlake Academy
Campus expansion project, attached as Exhibit "A", governing the disposal of the Town's
surplus, obsolete, and non -repairable assets.
SECTION 3. That the Town of Westlake Town Council hereby authorizes the Town
Manger or his designee to approve change orders to this agreement up to $25,000, in the
aggregate, on behalf of the Town of Westlake.
SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
Resolution 13-03
Page 1 of 2
SECTION 4: That this resolution shall become effective from and after its date of
passage.
4 s`
Laura L. Wheat, Mayor
Kelly Edw s, Town Secretary Thomas E. Brymer wn Manager
APPROVED AS TO FORM: s
d f
L. Stanton Lo 6�I o attorney
r'
Resolution 13-03
Page 2 of 2
--frAIA Document B1 01'm - 2007
AGREEMENT made as of the Twenty -Third day ofJanuary inthe year 2013
(In words, indicate day, month and year.)
BETWEEN the Architect's client identified as the Owner:
ADDITIONS AND DELETIONS:
(Name, legal status, address and other information)
The author of this document has
added information needed for its
completion. The author may also
Town of Westlake, Texas
have revised the text of the original
3 Village Circle, Suite 202
AIA standard form. An Additions and
Westlake, Texas 76262
Deletions Report that notes added
information as well as revisions to the
standard form text is available from
and the Architect:
the author and should be reviewed. A
(Name, legal status, address and other information)
vertical line in the left margin of this
document indicates where the author
has added necessary information
Bennett Benner Pettit, Inc.
and where the author has added to or
500 W. 7h Street, Suite 1400
deleted from the original AIA text.
Fort Worth, Texas 76102
This document has important legal
for the following Project:
consequences, Consultation with an
(Name, location and detailed description)
attorney is encouraged with respect
to its completion or modification.
Three new buildings on the Westlake Academy Campus:
Building one is a Cafetoriurn for dining and general purpose space (auditorium,
gymnasium, etc.) at approximately 9,600 sf. This building is single story and would
include a lobby, the general purpose space which would provide moveable seating for 465,
a stage, dress area, a catering kitchen and storage. A full commercial kitchen is not in the
scope of this project.
The second building is a three story Secondary School at approximately 18,900 sf. This
building would house 15 general purpose classrooms for grades 8-12 (3 sections each). It
would include a principal's office and staff areas as well as some additional officc and flex
space to help decompress the over programmed existing buildings. This building will be
designed to allow for a future addition if additional secondary classrooms are needed in
order to expand to 4 sections per grade.
The third building is a single story Field House at approximately 9,600 sf. This building
will house one male and one female locker room that will be used for both athletics and PE,
a visiting team locker room, storage for athletic equipment, offices, and space to be used
for the PE program.
The Owner and Architect agree as follows.
AIA Document B101 TM -2007 (formerly 6151T -19871. Copyright Q 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
Init reserved. WARNING: This AAr Document is protected by U.S. Copyright Law and International 1realies, Unauthorized reproduction or distribution of
this AMA� Document, or any portion of R, may result in severe civil and crimp -W penalties. and will be prosecuted to the maximum, extent possible under
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Resolution 13-03
TABLE OF ARTICLES
1 INITIAL INFORMATION
2 ARCHITECT'S RESPONSIBILITIES
3 SCOPE OF ARCHITECT'S BASIC SERVICES
4 ADDITIONAL SERVICES
5 OWNER'S RESPONSIBILITIES
6 COST OF THE WORK
7 COPYRIGHTS AND LICENSES
8 CLAIMS AND DISPUTES
9 TERMINATION OR SUSPENSION
10 MISCELLANEOUS PROVISIONS
11 COMPENSATION
12 SPECIAL TERMS AND CONDITIONS
13 SCOPE OF THE AGREEMENT
EXHIBIT A INITIAL INFORMATION
ARTICLE I INITIAL INFORMATION
§ 1.1 This Agreement is based on the Initial Information set forth in this Article I and in optional Exhibit A, Initial
Information:
(Complete Exhibit A, Initial In6brmation, and incorporate it into the Agreement at Section 13.2, or state below Initial
Information such as details qJ*the Project's site andprogram, aiver's contractors and consultants, Architect's
consultants, Owners budget for the Cost of the Work, authorized representatives, anticipated procurement method
and other information relevant to the Project.)
§ 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are
set forth below.
.1 Commencement of construction date:
June 2013
.2 Substantial Completion date:
July 2014
1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such
information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the
schedule, the Architect's services and the Architect's compensation.
ARTICLE 2 ARCHITECT'S RESPONSIBILITIES
§ 2.1 The Architect shall provide the professional services as set forth in this Agreement,
AJADocument SIOI� -2007 (formerly 8151 Ta _1997). Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
Init. reserved. WARNING: This AIA'� Document is protected by U,S. Copyright Law and tntemational Treaties. Unauthorized reproduction or distribution of
this Alii , Document, or any portion of it, may result in severe civil and criminal pertaffies, and will be prosecuted to the maximurn extent possible under 2
the lava. This document was produced by AIA software at 09:44:54 on 01/23/2013 under Order No.227888061 51 which expires on 04122/2013, and is not for
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Resolution 13-03
§ 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by
architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall
perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of
the Project.
§ 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the
Project.
§ 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional
judgment with respect to this Project.
§ 2.5 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the
requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse
the Architect for any additional cost:
(Identify s
y types and limits of in urance coverage, and other insurance requirements applicable to the Agreement, if
any.}
.1 General Liability
Commercial General Liability (Each Occurrence) $1,000,000
Damage to Rented Premises (Each Occurrence) $ 300,000
Medical Expense (Each Occurrence) $ 10,000
Personal & Adv. Injury $1,000,000
General Aggregate $2,000,000
Products — Comp/OP AGG $2,000,000
.2 Automobile Liability
Any Auto Combined Single Limit (Each Occurrence) $1,000,000
.3 Workers' Compensation
WC Statutory Limits E.L. Each Accident $1,000,000
E. L. Disease —Each Employee $1,000,000
E.L. Disease — Policy Limit $1,000,000
A Professional Liability
Per Claim / Annual Aggregate $1,000,000
Excess/Umbrella Liability — Each Occurrence $5,000,000
Aggregate $5,000,000
ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES
§ 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary
structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional
Services,
§ 3.1.1 The Architect shall manage the Architect's services, consult with the Owner, research applicable design
criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner,
§ 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's
consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information
furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner
if the Architect becomes aware of any error, omission or inconsistency in such services or information,
irtit AIIA Document B101— —2007 (formerly 8151- —1997). Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
reserved. WARNING: This AIA` Document is protected by U -S. Copyright Law and International Treaties, Unauthorized reproduction of distribution of
this AJA� Document, or any portion of it, may result in severe civii and criminal penalties, and will be prosecuted to the maxinturn extent possible under
3
the law, This document was produced by AIA software at 09:44:54 on 0112312013 under Order No.227888061 51 which expires on 04122/2013, and Is not for
resale.
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Resolution 13-03
§ 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a
schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the
commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The
schedule shall include allowances for periods of time required for the Owner's review, for the perfbrmance of the
Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once
approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by
the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the Prcject
proceeds until the commencement of construction.
§ 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's
approval.
§ 3.1.5 The Architect shall, at appropriate times, contact the governmental authorities required to approve the
Construction Documents and the entities providing utility services to the Project. In designing the Project, the
Architect shall respond to applicable design requirements imposed by such governmental authorities and by such
entities providing utility services.
§ 3.1.6 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.
§ 3.2 SCHEMATIC DESIGN PHASE SERVICES
§ 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall revic-tv laws,
codes, and regulations applicable to the Architect's services.
§ 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of
the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms
of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any
inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably
needed for the Project.
§ 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner
alternative approaches to design and construction of the Project, including the feasibility of incorporating
environmentally responsible design approaches. The Architect shall reach an Understanding with the Owner regarding
the requirements of the Project.
§ 3.2.4 Based on the Project's requirements agreed upon with the Owner, the Architect shall prepare and present for
the Owner's approval a preliminary design illustrating the scale and relationship of the Project components.
§ 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design
Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other
documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may
include some combination of study models, perspective sketches, or digital modeling. Preliminary selections of major
building systems and construction materials shall be noted on the drawings or described in writing.
§ 3.2.5.1 The Architect shall consider environmentally responsible design alternatives, such as material choices and
building orientation, together with other considerations based on program and aesthetics, in developing a design that is
consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other
environmentally responsible design services under Article 4.
§ 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together
with other considerations based on program and aesthetics, in developing a design for the Project that is consistent
with the Owner's program, schedule and budget for the Cost of the Work.
§ 3.2.6 The Architect shall review the Cost of the Work prepared by the Construction Manager.
§ 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval.
AIA Document B1101� —2007 (formerly 8151�-11997). Copyright Q 1974,1978,1987,1997 and 2007 by The American Institute of Architects. Ali rights
Init. reserved. WARNING: This AIK Document is protected by U.S- Copyright Law and international Treaties. Unauthorized reproduction or distribution of
this AM' Document, or any portion of it, may result in severe civil and chminal ponalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:44:54 on 01123/2013 under Order No.22788806151 which expires on 04I2212013, and is not for
resale.
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Resolution 13-03
§ 3.3 DESIGN DEVELOPMENT PHASE SERVICES
§ 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any
adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design
Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe
the development of the approved Schematic Design Documents and shall consist of drawings and other documents
including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix
and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and
such other elements as may be appropriate. The Design Development Documents shall also include outline
specifications that identify major materials and systems and establish in general their quality levels.
§ 3.3.2 The Architect shall review the updated estimate of the Cost of the Work prepared by the Construction
Manager.
§ 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any
adjustments to the estimate of the Cost of the Work, and request the Owner's approval.
§ 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES
§ 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of
any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare
Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the
further development of the approved Design Development Documents and shall consist of Drawings and
Specifications setting forth in detail the quality levels of materials and systems and other requirements for the
construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor
will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals,
which the Architect shall review in accordance with Section 3.6.4.
§ 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental
authorities having jurisdiction over the Project.
§ 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the
development and preparation of (1) bidding and procurement information that describes the time, place and conditions
of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3)
the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall
also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and
may include bidding requirements and sample forms.
§ 3.4.4 The Architect shall review the updated estimate for the Cost of the Work prepared by the Construction
Manager.
§ 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to
the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval.
§ 3.5 BIDDING OR NEGOTIATION PHASE SERVICES
§ 3.5.1 GENERAL
The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval
of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or
negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or
proposal, if any; and, (4) awarding and preparing contracts for construction.
§ 3.5.2 COMPETITIVE BIDDING
WA
(Paragraphs deleted)
§ 3.5.3 NEGOTIATED PROPOSALS
§ 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents.
AIA Document 81011m —2007 (formerly B1151- —19971. Copyright@ 1974,1978,1987,1997 and 2007 by The American Institute of Architects. All rights
[nit reserved. W NiNGi This AW Document Is protected by U.S. Copyright Law and Internationai Treaties. unauthorized reproduction or distribution of
this Alknecument, or any portion of it, may result an severe civil and criminai penalties, and will be prosecuted to the maximum extent possible under
the law, This document was produced by AIA software at 09:44,54 on 0112312013 under Order No.227888061 51 which expires on 04122/2013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
§ 3.5.3.2 The Architect shall assist. the Owner in obtaining proposals by
.1 procuring the reproduction of Proposal Documents for distribution to prospective contractors, and
requesting their return upon completion of the negotiation process;
.2 organizing and participating in selection interviews with prospective contractors; and
.3 participating in negotiations with prospective contractors, and subsequently preparing a summary
report of the negotiation results, as directed by the Owner.
§ 3.5.3.3 The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions, and
shall prepare and distribute addenda identifying approved substitutions to all prospective contractors.
§ 3.6 CONSTRUCTION PHASE SERVICES
§ 3.6.1 GENERAL
§ 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth
below and in AIA Document A201T�,1-2007, General Conditions of the Contract for Construction. If the Owner and
Contractor modify ATA Document A201-2007, those modifications shall not affect the Architect's services under this
Agreement unless the Owner and the Architect amend this Agreement.
§ 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect
shall have authority to act on behalf of the Owner only to the extent provided in this Agreement The Architect shall
not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect 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 or of any other persons or entities per -forming
portions of the Work.
§ 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences
with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for
Payment.
§ 3.6.2 EVALUATIONS OF THE WORK
§ 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required
in Section 4.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and
to determine, in general, if the Work observed 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. On the basis of the site visits,
the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work
completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent
construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work.
§ 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever
the Architect considers it necessary or advisable, the Architect shall have the 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.
§ 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the
Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests
shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.
§ 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable
from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations
and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not
show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith, The
AIA Document B101 TM -2007 {formerly B1511� -1997). Copyright Q 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. Ail rights
InIt. reserved. WARNING: This AIADocument is protected by US. Copyright Law and International Treaties, Unaulhorlzzed reproducfion o, distribution of
this Me Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:44:54 on 01123/2013 under Order Nio.22788806151 which expires on 04/22/2013, and Is not for
resale.
User Notes: (1128617259)
Resolution 13-03
Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the
Contract Documents.
§ 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term
is defined in AIA Document A201-2007, the Architect shall render initial decisions on Claims between the Owner and
Contractor as provided in the Contract Documents.
3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR
3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such
amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the
Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's
Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has
progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The
foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents
upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations
from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect,
§ 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made
exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction
means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from
Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to
payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the
Contract Sum.
§ 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment.
§ 3.6.4 SUBMITTALS
§ 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold
approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal
schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient
time in the Architect's professional judgment to permit adequate review.
§ 3.6.4.2 In accordance with the Architect -approved submittal schedule, the Architect shall review and approve or take
other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only
for the limited purpose of checking for conformance with information given and the design concept expressed in the
Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness
of other information such as dimensions, quantities, and installation or performance of equipment or systems, which
are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or,
unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or
procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is
a component.
§ 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or
certifications by a design professional related to systems, materials or equipment, the Architect shall specify the
appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings
and other submittals related to the Work designed or certified by the design professional retained by the Contractor
that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely
upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by
such design professionals,
§ 3.6.4.4 Subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information
about the Contract Documents, The Architect shall set forth in the Contract Documents the requirements for requests
for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the
specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The
Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with
reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and
Specifications in response to requests for information.
AIA Document B1101� -2007{formerly B1511a -19971. Copyright@ 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
Init. reserved. WARNiNG: This AlK Document is protected by UZ� Copyright Law and International Treaties. unauthorized reproduction or distribution of
this AJA� , Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by ALA software at 09:44:54 on 01/23/2013 under Order No,227888061 51 which expires on 0412212013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
§ 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in
accordance with the requirements of the Contract Documents.
3.6.5 CHANGES IN THE WORK
3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract
Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the
provisions of Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the
Owner's approval and execution in accordance with the Contract Documents.
§ 3.6.52 The Architect shall maintain records relative to changes in the Work,
§ 3.6.6 PROJECT COMPLETION
§ 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date
of final completion; issue Certificates of Substantial Completion; 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 issue a final Certificate for Payment based upon a final inspection
indicating the Work complies with the requirements of the Contract Documents,
§ 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the
requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the
Contractor of Work to be completed or corrected.
§ 3.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance
of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum,
if any, for final completion or correction of the Work.
§ 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1)
consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2)
affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other
documentation required of the Contractor under the Contract Documents.
§ 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion,
the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility
operations and performance.
ARTICLE 4 ADDITIONAL SERVICES
§ 4.1 Additional Services listed below are not included in Basic Services but may be -required for the Project. The
Architect shall provide the listed Additional Services only if specifically designated in the table below as the
Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2,
(Designate the Additional Services the Architect shall provide in the second column of the table below, In the third
column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit,
identift the exhibit.)
Additional Services
Responsibility
(Architect, Clymer
or
Not Provided)
Location of Service Description
(Section 4.2 below or in an exhibit
attached to this document and
identified below)
§ 4.1.1
Programming
Architect
§ 4.1.2
Multiple preliminary designs
Not Provided
§ 4.1.3
Measured drawings
Not Provided
§ 4.1.4
Existing facilities surveys
Not Provided
§ 4.1.5
Site Evaluation and Planning (B203Tm-2007)
Not Provided
4.1.6
Building information modeling
Not Provided
4.1.7
Civil enE'neering
I Architect
§ 4.1.8
Landscape design
I Architect
I § 4.1.9
Architectural Interior Design (B2527111-2007)
I Architect
AIA Document 13101"11 —2007 (formerly 8151 TM —1997). Copyright 01974, 1976, 1987, 1997 and 2007 by The American institute Of Architects. All rights
Init. reserved. WARNiNG: This AIX Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of
this AJA' Document, or any portion of it, may result ion severe civil and criminal peraffies, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:44:54 on 0112312013 under Order No.22788806151 which expires on 04122/2013, and is not for
resale.
user Notes:
Resolution 13-03
(1128617259)
§ 4.1.10
Value Analysis (B204Tm--2007)
Not Provided
§ 4.1.11
Detailed cost.estimating
Not Provided
§ 4.1.12
On-site pEoject representation
Not Provided
4.1.13
Conformed construction documents
Not Provided
§ 4.1.14
As -Designed Record drawings
Not Provided
4.1.15
As -Constructed Record drawings
Not Provided
4.1.16
Post occupancy evaluation
Not Provided
§ 4.1.17
Facility Support Services (132 1 OTm-2007)
Not Provided
§ 4.1.18
Tenant -related services
Not Provided
§ 4.1.19
Coordination of Owner's consultants
Not Provided
14.1.20
Telecommunications/data design
Not Provided
§ 4.1.21
Security Evaluation and Planning
(B206--2007)
Not Provided
§ 4.1.22
Commissioning 13211TM-2007
Not Provided
§ 4.1.23
Extensive environmentally re risible design
Not Provided
§ 4.1.24
LEER Certification (B214Tm-2007)
Not Provided
§ 4.1.25
Fast-track design services
Not Provided
4.1.26
Historic Preservation (B205 --L-2007)
Not Provided
4.1.27
Furniture, Furnishings, and Equipment Design
(B253--2007)
Architect
4.1.28
Audio deo S)Lstem Design
Not Provided
§ 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not
further described in an exhibit attached to this document,
§ 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement.
Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this
Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the
Architect's schedule.
§ 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner
with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not
proceed to provide the following services until the Architect receives the Owner's written authorization:
.1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by
the Owner, or a material change in the Project including, but not limited to, size, quality, complexity,
the Owner's schedule or budget for Cost of the Work, or procurement or, delivery method;
.2 Services necessitated by the Owner's request for extensive environmentally responsible design
alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED@
certification;
.3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or
revision of codes, laws or regulations or official interpretations;
.4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of
performance on the part of the Owner or the Owner's consultants or contractors;
.5 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner
authorized recipients;
.6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner;
.7 Preparation for, and attendance at, a public presentation, meeting or bearing;
.8 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the
Architect is party thereto;
.9 Evaluation of the qualifications of bidders or persons providing proposals;
.10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or
.11 Assistance to the Initial Decision Maker, if other than the Architect.
AIA Document 811011� —2007 (formerly 8151 T"' —1997). Copyright 1974,1978,1987,1997 and 2007 by The American Institute Of Architects. All rights
linit. reserved. WAPNING: This AJA` Docurnent is protected by U.S, Copyright Law and International Treaties, Unauthorized reproduction or distribution of
this AIA' Document, or any portion of It may result in severe civil and criminal penalties, and will be prosecuted to ole maxima extent possible under
the taw. This document was produced by AIA software at 09:44:54 on 01/2312013 under Order No.22788806151 which expires on 04/22/2013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
§ 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify
the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner
subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice
to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services:
.1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the
Architect;
.2 Responding to the Contractor's requests for information that are not prepared in accordance with the
Contract Documents or where such information is available to the Contractor from a careful study and
comparison of the Contract Documents, field conditions, other Owner -provided information,
Contractor -prepared coordination drawings, or prior Project correspondence or documentation;
.3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's
proposals and supporting data, or the preparation or revision of Instruments of Service;
A Evaluating an extensive number of Claims as the Initial Decision Maker;
.5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to
Instruments of Service resulting therefrom; or
,6 To the extent the Architect's Basic Services are affected, providing Construction Phase Services 60
days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial
Completion identified in Initial Information, whichever is earlier.
4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional
Services. When the limits below are reached, the Architect shall notify the Owner:
.1 Two (2 )reviews of each Shop Drawing, Product Data item, sample and similar submittal of the
Contractor
.2 Twelve (12 )visits to the site by the Architect over the duration of the Project during construction
.3 Two (2 )inspections for any portion of the Work to determine whether such portion of the Work is
substantially complete in accordance with the requirements of the Contract Documents
.4 One ( I ) inspections for any portion of the Work to determine final completion
§ 4.3.4 If the services covered by this Agreement have not been completed within twelve ( 12 ) months of the date of
this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be
compensated as Additional Services,
ARTICLE 5 OWNER'S RESPONSIBILITIES
§ 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide 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. Within 15 days after receipt of a written request from
the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to
evaluate, give notice of or enforce lien rights.
§ 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget
for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies
related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the
Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding
change in the Project's scope and quality.
§ 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The
Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable
delay in the orderly and sequential progress of the Architect's services.
§ 5A 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, pavement,,, and adjoining property and structures; designated wetlands;
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.
AIA Dowment B10171— 2007 (formerly B151 T°° —1997). Copyright 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
Init reserved. WARNING; This Alk Document is protectad by US. Copyright Law and international Treaties. Unauthorized reproduction or distribution of 10
this ASA'' Documem or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible unde,
the taw. This document was produced by AIA software at 09:44:54 on 01/2312013 under Order No.22788806161 which expires on 04/2212013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
§ 5.5 The Owner shall furnish services of geotechnical engineers, Which may include but are not limited to test
borings, test pits, determinations of soil hearing values, percolation tests, evaluations of hazardous materials, seismic
evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil
conditions, with written reports and appropriate recommendations.
§ 6.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.
Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the
Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in
this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such
services and demonstrates that they are reasonably required by the scope of the Project, The Owner shall require that
its consultants maintain professional liability insurance as appropriate to the services provided.
§ 5.7 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as
structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.
§ 5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
§ 5.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or
defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service.
§ 5.10 Except as otherwise provided in this Agreement, or when direct communications have been specially
authorized, the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the
Architect about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the
Architect of any direct communications that may affect the Architect's services.
§ 5.11 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and
responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The
Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the
General Conditions of the Contract for Construction.
§ 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall
obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress.
ARTICLE 6 COST OF THE WORK
§ 6,11 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all
elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs,
overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land,
rights-of-way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner.
§ 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout
the Project as required under Sections 5.2, 6.4 and 6.5.
§ 6.3 N/A.
§ 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the
Construction Documents to the Owner, through no fault of the Architect, the Owner's budget for the Cost of the Work
shall be adjusted to reflect changes in the general level of prices in the applicable construction market.
§ 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the
Work, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality or
budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments,
§ 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services
is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall
.1 give written approval of an increase in the budget for the Cost of the Work;
.2 authorize rebidding or renegotiating of the Project within a reasonable time;
AIA Document 8101— — 2007 (formerly 8151 rm —1997). Copyright Q 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
Init. reserved. WARNING: This AIA' Document is protected by U,& Copyright Law and International Treaties, unauthorized reproduction or distribution of
this AlK Document, or any portion of it, may result in severe civil an4 criminal penalties, and will be prosecuted to the maximum extent possible under
the law, This document was produced by AIA software at 09:44:54 on 01123!2013 under Order No.22788806151 which expires on 04/2212013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
.3 terminate in accordance with Section 9.5;
.4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce
the Cost of the Work; or
.5 implement any other mutually acceptable alternative.
§ 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect, without additional compensation, shall
modify the Construction Documents as necessary to comply with the Oumer's budget for the Cost of the Work at the
conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. The
Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this
Article 6.
ARTICLE 7 COPYRIGHTS AND LICENSES
§ 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the
transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit
such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any
other information or documentation in digital form, they shall endeavor to establish necessary protocols governing
such transmissions.
§ 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and
other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official
regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in
derogation of the reserved rights of the Architect and the Architect's consultants.
§ 7.3 Upon execution of this Agreement the Architect grants to the Owner a nonexclusive license to use the
Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering
and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of
all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the
Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to
authorize the Contractor, Subcontractors, Sub -subcontractors, and material or equipment suppliers, as well as the
Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely
and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this
Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate.
§ 73.1 In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of
Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising
from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the
Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of
action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the
Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully
terminates this Agreement for cause under Section 9.4.
§ 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied
under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license
granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the
Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's
consultants.
ARTICLE 8 CLAIMS AND DISPUTES
§ 8.1 GENERAL
§ 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or
otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the
method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in
any case not more than 10 years after the date of Substantial Completion of the Work, The Owner and Architect waive
all claims and causes of action not commenced in accordance with this Section 8.1.1.
AIA Document B101— — 2007 (formerly B161 TO —1997). Copyright Q 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. AN rights
Init. reserved. WARNING: This AW Document is protected by U,S, Copyright Law and international Treaties. Unauthorized reproduction or distribution Of 41
this AlK Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:44:54 on 01/23f2013 under Order No.22788806151 which expires on 0412212013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
§ 8.1.2 To the extent damages are covered by property insurance, 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 AIA Document A201-2007, General Conditions of
the Contract for Construction. 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.
§ 8.1.3 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising
out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages
due to either party's termination of this Agreement, except as specifically provided in Section 9.7.
§ 8.1.4 The Architect shall indemnify and hold harmless the Town of Westlake, Texas, it's elected and appointed
officials and employees and attorneys, from and against all claims, liabilities, legal actions, and damages, that derive
from the Architect's negligent performance of its obligations under this contract. Such indemnification shall not in
any way be considered a waiver of the Town of Westlake's immunities or defenses under the law.
§ 8.2 MEDIATION
§ 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien
arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the
lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution,
§ 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between
them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American
Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the
Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed
with the person or entity administering the mediation. The request may be made concurrently with the filing of a
complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in
advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days
from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration
proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s)
and agree upon a schedule for later proceedings.
§ 8,2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements in any court having jurisdiction thereof
§ 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding
dispute resolution shall be the following:
(Check the appropriate box. If the Olimer and Architect do not select a method of binding dispute resolution below, or
do not subsequently agree in writing to a binding dispute revolution method other than litigation, the dispute will be
resolved in a court of competent jurisdiction.}
[ ] Arbitration pursuant to Section 8.3 of this Agreement
[ X ] Litigation in a court of competent jurisdiction
[ ] Other (Specify)
§ 8.3 ARBITRATION
N/A
(Paragraphs deleted)
§ 8.3.4 CONSOLIDATION OR JOINDER
N/A
AIADocumlent Bi011- — 2007 (formerly 8161� —1997). Copyright O 1974,1978,1987,1997 and 2007 by The American Institute of Architects. All rights
InIt. reserved. WARNING: This Alae" r Document is protected by U,S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of
13
this AJA'' Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:44:54 on 01/2312013 under Order No.227888061 51 which expires on 0412212013, and is not for
resale.
User Notes: (1128617269)
Resolution 13-03
(Paragraphs deleted)
ARTICLE 9 TERMINATION OR SUSPENSION
§ 9.1 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, the Architect shall give
seven days' written notice to the Owner before suspending services. 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.
§ 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of
such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the
interruption and resumption of the Architect's services, The Architect's fees for the remaining services and the time
schedules shall be equitably adjusted.
§ 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the
Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice.
§ 9.4 Either party may terminate this Agreement 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.
§ 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the
Owner's convenience and without cause.
§ 9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services
performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as
defined in Section 9.7.
§ 9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly
attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's
anticipated profit on the value of the services not performed by the Architect.
§ 9,8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement
are set forth in Article 7 and Section 11.9.
§ 9.9 The Owner and the Architect mutually agree that the Owner holds the right to terminate the Architect's services
following the completion of any of the specific phases of the work as listed in Section 11.5 and that the Architect is
due payment for services through the stage of work completed. Furthermore the Architect and the Owner agree that. the
Architect will not begin any subsequent phase of the work without prior written direction from the Owner.
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties
have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section
8.3.
The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of
persons registered as architects in Texas. They can be reached at: P.O. Box 12337, Austin, TX 78711-2337, Ph,
512.305.9000 Fax 512.305.8900.
§ 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2007, General
Conditions of the Contract for Construction.
§ 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal
representatives to 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 a lender providing financing for the Project
if the tender agrees to assume the Owner's rights and obligations under this Agreement.
AtA Document 8101 n' —2007(formerly 8151� —1997). Copyright 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
Init. reserved. WARNING; This AJA Document is protected by U.& copyright Law and International Trestles. Unauthorized reproduction or distribution of
14
this Mie Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximurn extent possible under
the taw. This document was produced by AIA software at 09:44:64 on 01/23/2013 under Order No.22788806151 which expires on 04122/2013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
§ 10.4 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. If the Owner requests
the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute
all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect
for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents
that would require knowledge, services or responsibilities beyond the scope of this Agreement.
§ 10.5 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.
§ 10.6 Unless otherwise required in this Agreement, the Architect 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.
§ 10.7 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.
§ 10.8 If the Architect or Owner receives information specifically designated by the other party as "confidential" or
"business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to
any other person except to (1) its employees, (2) those who need to know the content of such information in order to
perforin services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose
contracts include similar restrictions on the use of confidential information.
ARTICLE 11 COMPENSATION
§ 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as
follows:
(Insert amount of or basis for, compensation.)
Lump Sum Fee of $422,500.00 Four Hundred Twenty -Two Thousand Five Hundred Dollars and no/100.
§ 11.2 For Additional Services designated in Section 4. 1, the Owner shall compensate the Architect as follows:
(Insert amount of or basis fpr, compensation. If necessary, list specific services to which particular methods of
compensation apply)
Hourly Per Attached Billing Rate Schedule (Exhibit "B").
Additional services shall not exceed $5,000.00 — Five Thousand Dollars and no/100- without the express written
approval of the Town.
Furniture, Furnishings and Equipment Design - Lump Sum Fee of $35,000.00
Thirty -Five Thousand Dollars and no/100
§ 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the
Owner shall compensate the Architect as follows:
(Insert amount of or basis far, compensation.)
Hourly Per Attached Billing Rate Schedule (Exhibit "B").
§ 11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 11,2 or 11.3,
shall be the amount invoiced to the Architect plus ten percent (IO %), or as otherwise stated below:
AIA Document 8101711 — 2007 (formerly 8151 1" —19971. Copyright@ 1974,1978,1987,1997 and 2007 by The American Institute of Architects. All rights
Init reserved. WARNIM This AEA" Document is protected by U,S, copyright Law and International Treaties. Unauthorized Teproduction or disirlbution of
15
this AIA'Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the mm aximuextent possible under
the low. This document was produced by AIA software at 09:44:54 on 01123/2013 under Order No.22788806151 which expires on 0412212013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the
compensation for each phase of services shall be as follows:
Programming and Schematic
Design Phase
Design Development Phase
Construction Documents
Phase
Bidding or Negotiation Phase
Construction Phase
Twenty
percent (
20
%)
Fifteen
percent (
15
%)
Forty -Two
percent (
42
%)
Three
percent
3
%)
Twenty
percent
20
%)
Total Basic Compensation one hundred percent ( 100 %)
§ 11.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted
or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are
performed on those portions, in accordance with the schedule set forth in Section 11.5 based on (1) the lowest bona
fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the
Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with this
Agreement for all services performed whether or not the Construction Phase is commenced.
§ 11.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below.
The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices.
(If applicable, attach an exhibit of hourly billing rates or invert them below)
I Hourly Per Attached Billing Rate Schedule (Exhibit "B"),
Employee or Category
M
11.8 COMPENSATION FOR REIMBURSABLE EXPENSES
§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include
expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows:
.1 Transportation and authorized out-of-town travel and subsistence;
.2 Long distance services, dedicated data and communication services, teleconferences, Project Web
sites, and extranets;
,3 Fees paid for securing approval of authorities having jurisdiction over the Project;
.4 Printing, reproductions, plots, standard form documents;
.5 Postage, handling and delivery;
.6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
.7 Renderings, models, mock-ups, professional photography, and presentation materials requested by the
Owner;
.8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this
Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance
in excess of that normally carried by the Architect's consultants;
.9 All taxes levied on professional services and on reimbursable expenses;
.10 Site office expenses; and
.11 Other similar Project -related expenditures.
§ 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architect's consultants plus one point ten percent (I.10 %)of the expenses incurred.
AIA document 8101 TM — 2007 (formerly 6151 Td' —1997). Copyright@ 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
Init. reserved. WARNING: Thle AIA'' Document Is protected by U.S. Copyright Law and International Treaties, unauthorized reproduction or distribution of 16
this AW Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under
the law. This document was produced by AIA software at 09:44:54 on 01/23/2013 under Order No.22788806151 which expires on 04/2212013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
§ 11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE
If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this
Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation for the Owner's continued use of
the Architect's Instruments of Service solely for purposes of completing, using and maintaining the Project as follows:
11.10 PAYMENTS TO THE ARCHITECT
11.10.1 An initial payment of N/A ($ N/A ) shall be made upon execution of this Agreement and is the minimum
payment under this Agreement. It shall be credited to the Owner's account in the final invoice.
§ 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.
Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid thirty (30 ) days after
the invoice date may be subject to bear interest at the rate entered below, or in the absence thereof at the legal rate
prevailing from time to time at the principal place of business of the Architect.
(Insert rate of monthly or annual interest agreed upon.)
N/A % N/A
§ 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated
damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work
unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding.
§ 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on
the basis of hourly rates shall be available to the Owner at mutually convenient times.
ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Special terms and conditions that modify this Agreement are as follows:
ARTICLE 13 SCOPE OF THE AGREEMENT
§ 13.1 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.
13.2 This Agreement is comprised of the following documents listed below:
.1 AIA Document B10ITm-2007, Standard Form Agreement Between Owner and Architect
.2 AIA Document E20IT111-2007, Digital Data Protocol Exhibit, if completed, or the following:
Exhibit "A" — Initial Information
Exhibit "B" — Hourly Billing Rates
Other documents:
(List other documents, ifany, including Exhibit A, Initial Information, and additional scopes of service,
if any,. forming part of the Agreement.)
AIA Document B101 TM — 2007 (formerly S11511� —1997). Copyright P 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
Init. reserved. WA f4INGt This &W Document is protected by U.S. Copyright Law and International Treaties. Unauthorizzed raproduction or distribution of 17
this AJA' Document, or any portion of it, may result in severe civil and criminal penalties: and will be prosecuted to the maximum. extent possible under
the law, This document was produced by AIA software at 09:44:54 on 0112312013 under Order No.22788806151 which expires on 04/22/2013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
This Agreement entered into as of the day and year first written above.
OWNER
kgnature)
Thomas Brym r, TownNYanMer
(Printed name and title)
N&LI =54
(Signature)
Michael Benne1A, Principal and CEO
tk �
(Printed name an Title)
AIA Document 8101 � — 7 1" BlslTM —1997). Copyright Q 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights
reserved. WARNING . Th 0 1 70 18
Init. I!�A A'!OD :..ent is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of
this AJA' Document, or arty portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible untler
the law. This document was produced by AIA software at 09:44:54 on 01/2312013 under Order No.22788806151 which expires on 04/22/2013, and is not for
resale.
User Notes: (1128617259)
Resolution 13-03
BEWETTe BE6WEP m PETTIT
ARCHITECTS + PLANNERS
HOURLY RATE SCHEDULE
Classification
Hourly Billing Rate
Principal
$275.00
Senior Project manager
$175.00
Project Manager
$160.00
Project Architect 1
$140.00
Project Architect II
$120.00
Landscape Architect 1
$140.00
Landscape Intern
$100.00
Architectural Intern 1
$110.00
Architectural Intern II
$100.00
Interior Designer
$130.00
Interior Designer 1
$120.00
Interior Designer 11
$100.00
Interior Design Intern
$80.00
Construction Administrator
$120.00
Technician 1
$110.00
Technician II
$90.00
Sr. Administrative
$120.00
Administrative
$ 80.00
Planner
$120.00
Urban Planner
$150.00
Development Analyst/Planner
$120.00
Planning Intern
$100.00
IT Management
$110.00
Note: Hourly rates are all inclusive - employees' base salaries are marked up for employee benefits
(vacation, holidays, sick leave, payroll taxes and employee insurances) then the overhead factor is
applied. To this total the remaining profit percentage is added 10-11
Resolution 13-03