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Res 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 the law. This document was produced by AIA software at 09:44:54 on 01/23/2013 under Order No.22788806151 which expires on 04/22/2013, and is not for resale. User Notes: (1128617259) 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 resale, User Notes: (1128617259) 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. User Notes; (1128617259) 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. User Notes: (1128617259) 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