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R93-54 12-20-93RESOLUTION NO. R93-54 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AGREEMENTS WITH MCGUPP ASSOCIATES ARCHITECTS FOR DESIGN OF AN ANIMAL SHELTER AND EXPANSION OF THE SERVICE CENTER. WHEREAS, the 1993-94 Budget of the City of Pearland includes funds for an animal shelter and the expansion of the Service Center, and WHEREAS, these projects are in the best interest of the citizens Pearland and employees of the City of Pearland, NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, THAT: Section 1. The City Manager is hereby authorized to execute and the City Secretary to attest the annexed agreements Exhibit A and B and counterparts thereof. Section 2. This resolution shall become a part of the above referenced agreements. PASSED, APPROVED and ADOPTED this the A.D., 1993. day of December, MAYOR ATTEST: CP~TTYJ RY A P~~.~.FO RM' MCGUFF ASSOCIATES ARCHITECTS 5208 W. BROADWAY e208 P.O. BOX 2146 PEARLARD, TEXAS 77588-2146 (713)485 5200 * FAX (713)997 8103 WORK AUTHORIZATION AND AGREEMENT OWMER: City of Pearland Owner hereby authorizes McGuff Associates Architects to proceed with architectural services regarding the project: City of Pearland Service Center Pearland, Texas MAAJOB NUMBER: 9323 BASIC SERVICES as defined in Article 2, AIA Document B151, Abbreviated Form of Agreement between Owner and Architect for projects o£ limited scope; For this work, Owner agrees to compensate Architect for services rendered as follows: Fees based on attached rate schedules for Architectural, Mechanical and Structural engineering services, not to exceed Eight percent (8%) of the construction cost of the project. ADDITIONAL SERVICES as defined in Article 3, AIA Document B151; For this work, Owner agrees to compensate Architect for services rendered as follows: Fees based on attached rate schedules £or Architectural, Mechanical and Structural engineering services, not to exceed Eight percent (8%) of the construction cost of the project. INITIAL PAYMENT: An initial payment of Four Hundred dollars ($ 400.00) is requested upon execution of this agreement, and shall be credited to the Owners' account at final payment. Owner also agrees that the £ollowing items are reimbursible and shall be paid upon presentation o£ architects' invoice: Any and all printing and reproduction costs at $ 2.00 per 24"x 36" sheet; .25 cents per 8-1/2"x 11" sheet. Any and all long distance communication costs pertaining to project. Owner will be lnvotced on the first or fifteenth of each month for time, expense and reimbursible items due. Payments are requested within ten (10) days from date of invoice Agr ed by Owner: ~I[-~ , Agree~,y chitect: earl n~''~<' ~ ' y o a City Secre y c AIA Date:/R-~ ~ MCGUFF ASSOCIATES ARCHITECTS 5208 WEST BROADWAY ~208 PEARLAND, TEXAS 77581 (713) 485 5200 FAX (713) 997 8103 **** SCHEDULE OF HOURLY FEES **** CLIENT: City of Pearland BASIC SERVICES: 1. Preliminary Drawings and Construction Documents: Architects' time at Sixty dollars ($60.00) per hour. Draftsmans' time at Forty dollars ($40.00) per hour. Clerical time at Twenty-Five dollars ($25.00) per hour. ADDITIONAL SERVICES: Revisions to approved drawings: Hourly rates same as Basic Services. Construction Administration (services after completion of drawings): Sixty dollars ($60.00) per hour. REIMBURSIBLE EXPENSES: Services of any and all professional engineering consultants as per attached rate schedules. Any and all printing and reproduction costs at $ 2.00 per 24"x 36" sheet and $ 0.25 per 8'1/2" x 11" sheet. A.R. BECK & ASSOCIATES CONSULTING ENGINEERS 6001 SAVOY, SUITE 106 HOUSTON, TEXAS 77036 (713)977 7100 The I'o1 lowit~9 rates fur e~ginqerjn9 services for thl~ office: Principal .............................................. $65.~tg Engineer ............................................. Designer ............................................................. [l/ra/'tsman ...................... '.,-':-: ............................... $30 .e~ Clerical ....................................... = .............. $25.e0 el'fee t. Conf I rmed for: ProJectlCllenl. Date o I gr, ecl i 12/16/g3 11:34 CHAFFIN A~OCIATES Consulting Engineers 1339 Crossfield Katy, Texas 77450 (713) 578-0173 s,cH~J~{Jh~ Q~ {iQU~{I~X. _CH~I~_GES .~IY .~YIVJTY. CLAS~IFIQATIQN 1. Charging for engineering and planning services on a per diem, rather than a contract basis, is only recommended when the scope of the assignment is not readily defined, or is subject to frequent change. Per diem charges are scheduled by activity classification as follows: a. Consultation and Planning (by Principal) $75.00/hour b. Engineering Design $65,00/hour c, Inspecting and Reporting $6O.00/hour d. Contract Management $60.00/hour e, Drafting $40.0O/hour f. Clerical $20.00/hour 2. Actual hours worked will be billed for work performed in the permanent office. For local work requiring a presence away from the perma- nent office, portal-to-portal time will be billed and subject to a four (4) hour minimum. For work requiring overnight stays, eight (8) hours per day only will be billed in addition to t~avel time which will be billed at 1/2 of the prime activity rate. All time in court in connection with legal proceedings on behalf of the client will be charged at $600.00 per day or in one-half day increments for fractions thereof. E~Pe~es Normal charges for expenses are: 1. Transportation by ~rm automobile - $0.3~/~1e 2. Reproduction work .- at preva~].~ng commercial rates ~lus 10% for handling. 3. Electronic computer work - at net rental cost for machine time plus program usage charge at established commercial rate, or at charges to be agreed upon for special (pro- prietary) programs. 4. Travel and subsistence (other than automobile) at direct uo~t. 5. All other expenses - at cost plus 10% for h~ndling. Terms Invoiced amounts payable upon receipt - past due after thir'ty ( )0 ) {lays. TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architcct's services consist of those services per- formed by tile Architect, Architect's employees and Architcct's consuhants as chumcrated ill Articles 2 and 3 of this Agreement ;.tnd any other services included ill Article 12. 1.1.2 The Architect's services shall be perfornmd as expedi- tiously as is consistent with professional skill and care and the orderly progress of the Work. 1.1.3 The services covered by this Agreement arc subject to the time limitations contained in Subparagraph 11.5.1. 2.4 CONSTRUCTION PHASE--ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.4.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement comn~cnccs with tile award of the Conlract liar Construction arid ternrelates at the earlier of issuance to the Owner of tile final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. 2.4.2 The Architect shall provide administration of the Cor~- tract for Construction as set fi>rth below and AIA Document A2OI, General Cor~ditions of the Coutract Constructkin, current as of the date of this Agreement. 2.4.3 Duties, responsibilities and limitations of authority of the Architect shall not bc restricted, modified or extended without written agreement <>f the Owner and Architect with consent the Contractor, which consent shall not be unrcasonahly withheld. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1. Thc Architect's Basic Serviccs consist of thosc described under the three phases identified below, any other services identified in Article 12, anti include normal structural, nlechani- cal and electrical engineering services. 2.2 DESIGN PHASE 2.2.1 The Archliter shall revicxv with the Owner alternative apprtmches to design and constructk}n of the Project. 2.2.2 Based till the nlt|tually agreed-upon progrant schcchfic and constrnction budget rcquircn}c. Hs, the Archilccl shall prepare, li>r approval by the Owner, Design l)ocumcnts con- sisting of drawings and other doculnents appropriate for the Project, and shall subhilt to the Owner a prelitninary cstinmtc of Constructi<>n Cost. 2.3 CONSTRUCTION DOCUMENTS PHASE 2.3.1 Based on the apl~rovcd Design Documents, tile Architect shall prepare, for approval by the Owner, Construction Docu- ments coftsisting of Drawings and Specifications setting ~>rth in detail the rcquircmcnls li>r the construction of the Project and shall advise the ()whet of auy adjustn~cnts to prcvkms prclillti~lary cslilllalcs of Constrtlctioll Cost. 2.3.2 The Architect shall assist the ()wncr ill connection with |he ()vcncr's rcsl3onsibility liar filing docunlcllts required tin' the approval of governmental authorities having urisdiction over the Project. 2.3.3 Unless proviclcd in Article 12, the Architect, fk~llowing the Owncr's approval of the Construction Doctmlents and of the latest preliminary estimate of Constructk>n Cost, shall assist the Owllet ill obtaining bids or negotiated proposals and assist ill awarding and preparing contracts for construction. 2.4.4 The Architect shall be a representative of and sh:tll advise and consuh with the Owner (1) during construction until f,lal paynlcnt to the Contractor is dnc and (2) as an Addlilt>hal Ser- vice at tile Owncr's dircctiou fronl time to tinlc during the cor- rection period dcscrihcd in the Contract for Construction. 2.4.$ The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed arid to determine in general if the Work is being performed in a re:m- nor indicating that the Work when completed will be in accor- dance with the Contract Documcr ts, However, the Architect shall not bc required to make exhaustive or continuous {m-site inspections l<> chccll tl~c quality or quantity of the Work. ()n the basis of on-site <)]>scrv;lliiHls as ;11} architect, the Archilcct shall keep the ()wncr inliH'mcd of Ihc progress and quality of the Wol'k, allot s]lall clldcavt)r t{-~ gtl;ird tile Owner against dcl~'cts alld <.leficicncics in the Work. 6~l'lore exlcHsive Fc'pFeselllaliotl DIt(I' t)e (t,qFeetl 10 its tilt Adtlilic~Hal &~rt,ice, described iH l~to'agrtq~l~ 3.2.) 2.4.8 The Architect shall not have control over or charge of and shall f~ot bc responsible g>r construction means, nleth{~tks, techniqnes, scqucBces or procedures, or g>r saliJty precautions and programs in comlcction with the Work, since these arc solely tile CorHract<~r's rcsl}onsibility under the Contr;lct li>r Constructk>n. The Architect shall not bc responsible for the Contractor's schedules or Pallure to carry out the Work accordance with tile Contract l)ocuments. The Architect shall not have C(HllI'OI over or charge of acts or olnissions of the Contractor, Stlbcontraclors, ¢>r their agents or cnq3h}yecs, or of any other persons pcrf{>rnm~g portions of the Work. 2.4.7 The Architcc't shall at ;ill lijncs have access tO |he W()I'],; wherever it is in l)rcl)aralioll or progress. 2.4.8 Based on the Archilcct's obscrvatkms and cvahmtions of the Contractor's Applicatk>ns for Paymen|, the Architect shall review and certify the amounts dne the Contractor. 2.4.9 The Archilcct's certification for payn~erlt shall constitute :l representation t{> the Owner, b:lsccl on the Architcct's obser- vations at the site as proviclcd ill Subparagraph 2.4.5 and on the AIA DOCUMENT B151 .. ABBRI,.'VIATIiD OWNER-AI{CIIH'EC'I'A(;REEMI,;NT. 'l'ltll~I) l.:l)rl'lON. AIA®' * (<Y~ 1987 TIlE AMI:.RICAN INSTITIITE (IF ARCIIITF. t;TS, 1735 NEW Y()RK AVENIlE, N W., WASIIIN(iT()N, I).C. 211(RI6 B151-1987 2 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. data conlprising tile Contrac/or's Application for Payment, that the Work, to the best of the Architect's knowledge, inlbnna- lion and belief, has progressed to the point indicated md that quality of the Work is in accordance with the Contract Docu- mcnts. The issuance of a Certificate R~r Payment sh~l not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the qu~ity or quantity of tbc Work, (2) reviewed constructkin means, n~cthods, tcch- nklucs, sequences or procedures, (3) reviewed copies of requi- sitions received frolB Subcontractors and malcri:d suppliers anti olbcr dala rcqHcslcd by tile ()w~cr to std~stai/tiate the (Zolllrac- tor's right to payment or (4) ascertained how or g>r what pur- pose the (2ontractt~r has used money prcvkmsly paid on accounl of Ibc Colllract Stllll. 2.4.10 The Archtract shall have authority to reject Work which does llol conibrm to the Contract Documents and will have authority a~ require additional inspection or testing of the Work whenever, in the Architects reasonable opinion, it is necessary or advisable for the implcn~cntation of the intent of [be Coiltract l)ocufl~cRts. 2.4.11 The Arcbilcct shall review and approve or take other appropriate aclion upon Contractor's submittals such as Shop Drawings, Product l)ata and SalBplgs, btl/only g>r the limited purpose of clioeking tbr contbmmnce with inR>r~l~ation given and the design concept expressed in Ihc Contracl 1)ocumcnts. The Arcldlcc(s action shall l)c taken with such reasonable proml~mcss as to cause no delay. The Architect's approval of a specific item shall not indicate atoproyal of an assembly of which the item is a conq3oncnt. When prol~ssk~nal certi~catk>n ~ fi' perl~ n]naRcc c'haraclcrisiics of nlatcrials, systclns or cqtdp- mcnl is required by the (2ontract l)ocumcnts, the Architect shall bc emitled to rely upon sucl~ certification to cstahlish that Ihc lllalcrials, syslcms or equipment will meet the pcrR>rmance criwria required by Ihc (2ontract l)ocumcnts. 2.4.12 The Architect shall prepare Change Orders and Con- su'uction Change l)ircctivcs, with suppora~g documcntatk~n and dala if at~lhorizcd or confirmed in writing by the Owner provklcd i~l Paragrat~bs 3.1 and 3.3, g>r lilt Owner's al>proval ;HKI cxct'ulit>n ill accordance with the Contracl l)oculllcnts, aud may authorize minor changes in tile Work not involving an adjusm~cnt in the Contract Sum or an extension of tt~c Contract Tinlc which arc ~3o{ inconsistcnl with lhc intent of tile Contract [)octllllcnts. a.4.la The Architect shall conduct inspections to determine tbc dates of Substantial Completion and ~n:d completion and shall issue a final Certificate k~r Payment. 2.4.14 'l'lm Architect shall interpret and decide maners con- ccrniug pcrfin'mancc of the ()whet and Contractor under the rcquircnlcnts of the Contract l)octul~cnts on written request of oilher tile ()~'ncr or Contractor. The Arcbitcct's response to such requests shall bc made with reasonable promptness and willlib ally tilllc liblilts agreed tlpt)~l. ~'llcn making such illlcr- i~rclations and i~liiial tlccisio~ls, the Architccl shall cllclcaw)r 1o secure lhithful pcrlimnancc hy 13oth Owner and Conm~ctor, shall llt)l shoxv p:n'tiality to either, and shall not bc liable results of interpretations or decisions so rcnclcrcd in good lhith. ARTICLE 3 ADDITIONAL SERVICES 3.1 Additional Services shall bc provided if authorizcd or con- firllF2d in writing by tile Owner or if included in Article 12, a|ld they shall be paid for by the Owner as provided in this Agree- ment. Such Additional Services shall include, in addition to those described in Paragraphs 3.2 and 3.3, budget analysis, financial feasibility studies, planning surveys, environmental studies, measured drawings of existing conditions, coordina- tion of separate contractors or independent consultants, coor- dination of construction or project managers, detailed Con- struction Cost estimates, quantity surveys, interior design, plan- ning of tenant or rental spaces, inventories of materials or equipn~ent, preparation of record drawings, and any other ser- vices not otherwise inch~dcd in Illis Agreement under Basic Ser- vices or not custon~arily furnished in accordance with generally accepted architectural practice. 1t.2 If more extcnsivc representation at the site than is described in Subparagraph 2.4.5 is required, such additional projcct representation shall be provided and paid for as set forth in Articles 11 and 12. 11.11 As an Additional Service ill connection with Change Orders and Constrt,ction Change Direolives, the Architect sh',dl prepare Drawir~gs, Specifications and otller documentation and data, evaluate Contractor's proposals, and provide any other services made necessary by such Change Orders and Construc- tion Char~gc Direolives. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 TIle Owner shall provide lull information, including a pro- gram which shall set lbrth the Owner's objectives, schedule, constraints, budget with reasonable contingencies, and criteria. 4.2 Tbc Owner shall furnish surveys describing physical cbar- aclcrislk's, legal lilnitations and utility l<~cations for the site the l>rojcct, a written lc:g;ll dcscriplion of the site and lhc ser- vices of gcotcchnjca[ cngillccrs or other col~sHhallls wbcu such services arc requested by the Architect. 4.3 The Owner shall tm'nisb structural, mechanical, cbcmic~, air and water pollution tests, tcsts g>r hazardous materials, and other laboratory and environmental tests, inspectkms and reports rcquircd by law or the Contract Documents. 4.4 The Owner shall g~rnish all legal, accounting and insurance counseling services as may be necessary at any time tbr the Project, including auditing services the Owner may require to verify the Contractor's Applications fbr Payment or to ascertain how or g>r what ptn'poscs tt~c Conmtctor has used the money paid by the Owner. 4.5 Tbc ibrcgoing services, inlbrmation, surveys and rcporls shall bc furnished at tbc ()wncr's expense, and the Architect shall be entitled to rely tipoil the accuracy and completeness d~crcof. 4.6 Prompt written notice shall bc given hy tile Owner to the Architect if the Owner becomes aware of any fauh or defect in the Project or nollc()llforlllallcc v,,itb tile Contract Docunlcnts. 4.7 TIle proposed l:mguagc of certificates or certifications requested of the Architect or Architect's consuhants shall be submitted to tbc Arebitter for review and approval at least 14 days prior to cxcctlti~nl. 3 B151-1987 AIA DOCUMENT B151. AIIlIRI:.VIATEI) ()WNI':R-AI.:CIIITI,',CT A(iliI.:I.:MENT · TIIIR1) I':I)ITION. AIA® · (cD1987 TIlt.: AMliRIC:AN INSTITIITE ()1~ ARCIIITE(:TS, 173e, NI.T',X/ YI >RK AVENIlE, N.W., WASIIIN(Tr()N, D.C. 21}o(16 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal proseculion. ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated cost to the Owner of all elements of the Project designed or specified by the Architect. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Con- tractor's overhead and profit. In additkm, a reasonable allow- ante for contingencies shall be included for market conditkms at the time of hklding and tbr changes in the Work during construction. 5.1.3 Construction Cost does not include the con~pensafion of the Architect and Architect's consultants, the costs of the land, rights-of way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 5,2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 It is recognized that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of dctcrmining bid prices, or over competitive bidding, market or negotiating conditions. Accord- ingly, tile Architect cannot and does not warrant or represent that hkls or negotiated prices will not vary fron~ any csti~natc of Constructkin Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agrccn~ent by the furnishing, proposal or establishment of a Project budget, unless a fixed limit has been agreed upon in writing and signed by the parties hereto. Fixed limits, if any, shall be increased in the amount of m increase in tile Contract Suin occurring after cxccutkm of the Contract Construction. 5.2.~ Any Project budget or fixed limit of Construction Cost may bc adjusted to reflect changes in the general level of prices in the construction industry hctwccn the date ofsubnlission of lhc Co~lsu't~clio~l I)OCtHBC~ItS to lhc Owner and the date whk:h prt~posals arc sought. 5.2.4 If a fixed limit of Construction Cost is exceeded hy the h>wcst bona fide hkl or negotiated proposal, tile Owner shall: .1 give wriucn approval of an increase in such fixed limit; authorize rcbidding or rcncgotiating of the Project within a reasonable time; .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. ~.2.~ If fi~c ()wncr chooses to proceed under Clause lhc Architect, without additional charge, shall modil~' the tract Docunmnts as necessary to comply with the fixed limit, if established as a conditkm of this Agreement. The modification of Contract Documents shall bc the lin~it of the Architcct's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensatkm in accorckmcc with this Agreement R~r all services perthtreed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documents pre- pared by the Architect for this Project are instruments of tile Architect's service for use solely with respect to this Project, and the Architect shall be deemed the author of these docu- ments and shall retain all common law, statutory and other reserved rights, including tile copyright. The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Architect's Drawings, Specifications or other documents shall not be used by the Owner or others on {ghcr projects,/br additions to th!s Project or ¢br complctkm of this Project by others, unless the Architect is adjudgcd to be in dclhuh under this Agreement, except by agreement in writing and with appropriate compensatkm to tile Architect. 6.2 Submission or distributkm of doeunseats to meet official regulatory requirements or/br similar purposes it'~ connecti()n with the Project is not to bc construed as publication in deroga- tion of the Architect's reserved rights. ARTICLE 7 ARBITRATION 7.1 (Zlaims, dispules c~r other maners in question between the parties to this Agreement arising out of or relating to this Agree- ment or breach thereof shall bc subject to and decided by arbi- tration in accordance with the Constructkin Industry Arbitra- tion Rules of the An~crican Arbitration Associatk>n currently in effect unless the parties mutually agree otherwise. No arbitra- tion arising out of or relating to this Agreement shall include, by consolidation, joimlcr or in any other manner, an additional person or entity not a party to this Agreement, except by writ- ten consent containing a specific reference to this Agrcen~cnt signed by the Owner, Architect, and any other person or entity sought to> bc joined. C¢>uscut to arbitrati<>n involving an addi- ti{}nal pcrst>n or entity shall not constitute consent lo ad~itra- tiofi of any claim, disl}utc or other ~natlcr in question described in the written consent. The foregoing agreement arhitralc and other agrccu}cnls to arbitrate with an additioual person or cBlity duly consented to by ihc parties to this Agree- ment shall be specifically cnlbrccable in accordance with appli- cable law in any court having jurisdiction thereof. l.~ tn no event shall the demand g~r arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in questkin woukl be barred by the applicable statutes of limitations. 1.a The award rendered by the arbitrator or arbitrators shall be ~lal, and judgnlcnl lnay [)C catered upon it in accordance with applicable law in any c(}tlrl having jurisdiclion thereof. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may he terminated by either party up{>n not less than seven days' written notice should the other party AIADOCUMENTB151 * ABBREVIATEDOWNER-ARCI-IITECTAGREEMENT*TttlRDEDIT1ON* AIA® * (g) 1987 'I'IIE AMI!RICAN INSTITUTE OF AI~.CttlTECI'S, 1735 NEW YOI>.K AVENilE, N.W., WASItlNGTON, I).C. B151-1987 4 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the ter- mination. 8.a 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 equit- ably 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 not less than seven days' written notice to the Architect in the event that the Project is permanently abandoned. If the Project is ahandoned by the Owner for more than 90 consecutive days, the Architect may terminate this Agreement by giving written notice. 0.4 Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonpcrformm~ce and cause for termination. 0.5 If tile Owner fails to mare payment when due the Archi- tect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of set- vices under this Agreement. Unless payment in full is received by thc Architect within seven days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, tile Architect shall have no liability to the Owner for delay or damage caused the Owner Because of such suspension of services. 8.5 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. 8.1 Termination Expcnscs are in addition to compensation for Basic and Additional Services, and include expenses which are directly attributable to termination. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreelncnt shall be gov- erned by the law of tile principal place of business of tile Architect. 9.2 Terms in this Agreement shall have the s~e meaning ~ those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. 9.3 Causes of action between the parties to this Agreement pertaining to acts or thilurcs to act shall be deemed to have accrued and the applicable statutes of limitations shall com- mence to ruu not later than either the date of Substantial Com- pletion for acts or failures to act occurring prior to Substantial Completion, or lllc date of issuance of the final Certificate for l~aylllCllt t~)r acts or lhilurcs to act occurring after Stlbstalltial ( ;¢ nl q~lct i¢ m. 9.4 The Owner and Architect waive all rights against each other and against the contractors, constlltants, agents ~d en~ployees of the other for damages, but only to the extent covered by property insurance during construction, except such rights as they may have to the proceeds of such insurance as set tbrth in the edition of AIA Document A201, General Con- ditions of the Contract for Construction, current as of the date of this Agreement. The Owner and Architect each shall require similar waivers from their contractors, consultants and agents. 9.8 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, suc- cessors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shah assign this Agreement without the written consent of the other. 0.6 This Agreement represents the entire and integrated agree- ment between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. This Agrcclncnt may bc amended only by written instru~nent signed by both Owner and Architect. 9.1 Nothing contained in this Agreenlent shall create a contrac- tual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 9.8 The Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project site, including but not lin~ited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. ARTICLE 10 PAYMENTS TO THE ARCHITECT 1 o. 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 mandatory and customary con- tributions and benefits related thereto, such as employment taxes and other statutory clnploycc benefits, insurance, sick leave, holidays, vacations, pensions and signliar contributkHls and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Rcimbursal~lc Expenses include expenses incurred by the Architect in the interest of the Project for: .1 expense of transportation and living expenses in con- nection with out-of-town travel authorized by the Owner; .2 long-distance communications; .3 t~es paid for securing approval of authorities having jurisdiction over the Project; .4 reproductions; .5 postage and handling of Drawings and Specifications; .6 expense {>f ovcriilllc work rcqt,iring higl~cr than rcgu- htr rates, if authorized l}5' the ()wncr; .7 renderings and models requested by the Owner; .8 expense of additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and Architcct's consultants; and .9 expense of colnputer-aided design and drafting equip- merit time when used in connection with tile Project. 5 B151-1987 AIADOCUMENTB151 *ABBREVIATEDOWNER-ARCHITECTAGREEMENT*TttlRDEDITION"AIA® ' ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W, WASHINGTON, D.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- vices perforlned within each phase of service. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or ex- tended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of tile Project shall be payable to the extent services are per- formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 10.4.1 Payments on account of the Architect's Additional Ser- vices and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's com- pensation on acconnt of sums withheld from payments to contractors. ARTICLE 11 BASIS OF COMPENSATION The Owner shall conq~cnsatc thc Architect as follows: 11.1 ANINITIAI, I'AYMENTOF Four Hundred Dollars ($ /400 . 00 shall bc made upon cxecutkm of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and m~y other services included in Article 12 as part of Basic Services, Basic Conq~cnsation shall be computed as follows: ( Di.~eFl ha.~is oJ < ¢,llpt,ttsali¢,t. itlt'hldiltg stipulated SItills. Dlldliples ¢,' percentages. told MeIII{Z), pl~ttses to It ,bh'b partit ular Dl{q~l(iftg oJ ct,nl)etlstaioIl applY, iJ' HecessalT),.) Refer to Work AuLhorization and AgreemenL cover sheeL. 11.2.2 Where ctnnpensation is based on a stipulated sun'l or percentage of Construction Cost, progress payn~ents for B~ic Services in each phase shall total the li>lk>wing percentages of the total B:ksic Compensation payable: (Dl.~eFI ttddiliotial pl~t~.st's t~3 1 )csign Phase: I h i r [ y - f i v e percent ( 35 % ) Construction l)oct|lllcllts Phase: Forty-five pcrccllt ( ~-5 %) ............................ pcrc_cnt ( 20 %) Co ~struction Phase: T vqenty Total B:tsic (;onlpcl~sa|i< m: onc hundred pcrcCnt(100'X,) AIA DOCUMENT B151 ° ABIH{EVIATED OWNER-ARCHH'ECT AGREEMENT ° TI IIRI) EDITION · AIA® "© 1987 TIlE AMERICAN INSTITtlTE OF ARCttH'ECTS, 1735 NEW YORK AVENUE, N.W., WAS}tINGTON, I).C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. B151-1987 6 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR I>ROJFX:T REI>I~ESENTATION I~EYOND BASIC SERVICES, :~,; described in Paragraph 3.2, compensation shall bc coml~utcd as tilllows: N/A 11.3.2 FOI,[ AI)I)ITI()NAI. SI,:RVI(]ES OF TI IE ARCf IITECI' t~roviclcd under Article 3 or identified in Article 12, compensation shall bc computed as tilllows: (InSt','l hasis {~1 UODI/}UIISali~II. DI(/lidDig FalCS Hlld/or mltllq>les <~1' t>D'cd PersoHIle/1:2xpellse./i,' PrDlcq~als and enl/~l~{yt'cs. alld idcnt~A'l' I~rDlclT~als tlHd thl~si/l' e,q~h{yces. ~I IYqldFt'tl hlt'lll~/)' s[Iut'(/7~ st'l'l'itt's lo II'bit'lI /IEIFlit'IIIHF Iih'll,~tt~ t~/ t'oDlllt,ilsaliinl eq¥,(r. if/Ile{esqtlCp.) Refer to Work Authorization and Agreement cover sheet. 11.3.3 F( )R AI )I)ITI( )NAI. SIiRVI(2ES OF CONSt II.'I'ANTS, inchKling additional structur:d, mcchanic;d and electrical engineering scr- vik'cs :tnd those provided under Artk'lc 3 or idcnlilicd in Artk'lc 12 as part t~l' Adtlitil { ) times the :urnrants billed to the Architect tin' sm'h scrvk'cs. % Ssffie as 11 . ~. 2 (hh'tllU3' sl~c<Uh' Oyws ~1 ~ t~llSllllillll~ lll ,Irli<h' 12. (7 Feqttired ) 11.4 REIMBURSABLE EXPENSES Refer [o WA&A cover sheet. 11.4.1 F()R RI~IMBURSAI~I.I~ EXI>ENSES, as described in l>aragraph IO.2, and any other itu'n~s included in Article 12 as Rcimbursal~lc l!xl~cnscs, a muhiplc of ( ) tinges the expenses incurred by the Architect, Architcct's cnq~h>yccs and consuh;u~ts in the interest of the Project. 11.5 ADDITIONAL PROVISIONS l 1.5.1 IF TI IE BASIC SERVICES covered by this Agrccn~cnt have nt~t been conqMctcd withiB Twelve 12 ) mcn~ths of the date hereof, through no/~tttll of lhc Architect, extension {>l' the Architcct's services beyond that time shall bc c¢nBpcnsatcd as prt~vidcd in Subpar:lgraphs IO.3.3 and I1.3.2. 11.5.2 l>ayn~cnts arc duc and p:Wablc Ten ( 10 ) days ~'om the date ¢>f the Architcct's inv¢~icc. ,~n~ount:; unpaid ( ) day:; nRcr the invoice in the absence thereof at the legal l';llc prevailing fl't)lll tinlc It) tinlc ;It the principal pklcc of bu:;inc:z; of the Architcxl. (Insert FHIU Q/iIIIeFUSI agreed tc~ l's tn'Dlcipal places e!l IntsDtess, tilt' h~catit,n q/lbe I'r~q'cct and elseu'hvre mt9' eql&'t flu' t'tditHO' ~1' this l,',~t 'isi<,t. ST>et'([it legal a,h'ice slu,ldd De t~tnaim,d u,ttb l 1.5.3 The rates and muhiplcs set lin'th tin' Addititnlal Services sh:dl bc anntKdly adjuslcd in accord:moo with nornml sahn'y review pl';IClit'CS t~l' lhc Art'hilct'l. AIA DOCUMENT B151 · ABIH¢I.:VI.VI'EI ) ~. )%X'NEI¢ A R( :111'l'l';( :T A( iRI~EMI.:NT '. TI Ill(I ) El )l'fl( )N * A IA`~' * "~ 1987 'lilt :\MI~I¢It.:AN IN,$'ITI tYI E t)l; ,,\RCtlITI':¢:'I:'i, 7~,5 NIi%V Y'~)I,[t<. A\'I,:NIiI.;, N.XV., WASI IIN(;'f()N, l) ',i 2¢,~1,', B151-1987 7 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution.