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Item 4B
CITY OF SOUTHLAKE MEMORANDUM November 20, 2008 To: Shana Yelverton, City Manager From: Jim C. Blagg, Assistant City Manager/Director of Public Safety Subject: Approve a Contract with the RPGA Design Group for the Design of the North DPS Facility in the Amount of $968,300 Action Requested: Approve a Contract with the RPGA Design Group for the Design of the North DPS Facility in the Amount of $968,300 Background Information: RPGA, Inc. was the original architect firm selected to design the DPS Headquarters which was originally to be constructed on the North DPS site. RPGA was then contracted to design the DPS Headquarters on the site in Town Square. RPGA provides an outstanding array of professional services that include the following: Pre- Design Services • Needs assessment, site and facility programming A &E Design Services • Structural engineering • Architectural • Mechanical, electrical, and plumbing engineering • Interior design • Schematic design • Construction documents • Bidding and negotiations • Construction administration A &E Additional Services • Civil Engineering • Landscape and irrigation architect • Furniture selection, specification and procurement The recommendation for RPGA, Inc. is based on the following: • RPGA, Inc. worked on this project when the original plan was to construct the DPS Headquarters on this site. • RPGA, Inc. demonstrated good presentation and communication skills, a strong desire to work with City officials, and the firm presented professional plans which resulted in a well designed project. • RPGA, Inc. is a well known firm in the Dallas/Fort Worth area. • RPGA, Inc. continued their work with the City on the design and construction of the new DPS Headquarters. • RPGA, Inc. has proven to be a quality partner with the City on all of its projects. Financial Considerations: This project is in the CCPD CIP and the project budget is included in the presentation, along with a cash flow analysis. There are sufficient funds in the Crime Control & Prevention fund to finance this contract. Initial Cost Estimates Construction $ 9,000,000 Pre - Design Services $ 24,000 A &E Costs $ 720,000 FF &E $ 601,200 Construction Mgr. at Risk Fee $ 360,000 Additional A &E Services (Civil Eng.,Landscape Design, Contingency) $ 224,300 Additional City Costs (Materials Testing, Phone & Data Equipment, Contingency) $ 295,000 Total Project Cost $11,224,500 The architect fee of $720,000 plus additional fees for pre - design work, civil engineering services, landscape architecture services, etc. The architect fee ($720,000) is a fixed fee and will not increase unless there is substantial changes in both the scope of the project and the budget for the project. The other fees are for other consulting work associated with the project that will be overseen by the Architect of Record. Citizen Input/ Board Review: The Crime Control Board approved this contract 5 -0 at its regular meeting on November 11, 2008 Legal Review: The contract was reviewed by Kathleen Williams of TOASE. Alternatives: Seek proposals from other architectural firms Supporting Documents: Contract Staff Recommendation: Approve a Contract with the RPGA Design Group for the Design of the North DPS Facility in the Amount of $968,300 T11 1 Document 8151 ®1997 Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Second day of December in the year Two Thousand and Eight (In words, indicate day, month and year) ADDITIONS AND DELETIONS: WHEREAS, the City of Southlake, Texas, a home -rule municipality pursuant to The author of this document has Article XI, Section S of the Texas Constitution and Texas Local Government Code Title added information needed for its 2 (herinafter referred to as "Owner ") and RPGA Design Group, Inc., a Texas Professional completion. The author may also Corporation (herinafter referred to as "Architect "), desire to enter into a contract under have revised the text of the original which Architect will perform services relating to the design and construction of the below AIA standard form. An Additions and referenced Project on behalf of the Owner; and Deletions Report that notes added information as well as revisions to WHEREAS, Owner and Architect have agreed to enter into AIA Document the standard form text is available B 151 1997, Standard Form of Agreement Between Owner and Architect, as the basic from the author and should be form for that contract and Architect has amended that form to provide for certain reviewed. A vertical line in the left additions and deletions; and margin of this document indicates where the author has added WHEREAS, certain additional terms and conditions of that Standard Form of necessary information and where Agreement need to be modified to comply with applicable laws, policies and agreements the author has added to or deleted affecting Owner and Architect in the design and construction of this Project, Owner and from the original AIA text. Architect hereby agree to the following additional amendments to the Standard Form of This document has important legal Agreement, as amended: consequences. Consultation with an attorney is encouraged with respect BETWEEN the Architect's client identified as the Owner: to its completion or modification. (Name, address and other information) City of Southlake Department of Public Safety 1.400 Main Street, Suite 460 Southlake, Texas 76092 and the Architect: (Name, address and other information) RPGA Design Group, Inc. 101 S. Jennings Avenue Suite 100 Fort Worth, Texas 76104 Telephone Number: 81.7- 332 -9477 ext 208 Fax Number: 817 -332 -9487 For the following Project: (Include detailed description of Project) City of Southlake Department of Public Safety North Facility City of Southlake, Texas Approximately 12 acres at the northeast corner of East Dove Road and North White Chapel Road. New Public Safety Facility for the Department of Public Safety, "North DPS Facility ". lnit. AIA Document B151TM — 1997. Copyright © 1974, 1976, 1987 and 1997 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 or distribution of this AIA` document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document l was produced by AIA software at 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/1712009, and is not for resale. User Notes: (3879245969) The Facility will house fire services, training classrooms and training course, firing range in Southlake, Texas. It is currently anticipated that the Facility will be approximately 33,400 square feet. The total project costs are currently projected to be approximately $1.1,000,000.00 to 12,000,000.00 including site work, FF &E, architectural fees, Construction Manager at Risk Fees and soft costs. PRE- DESIGN SERVICES: Needs Assessment,Site and Facility Programming PRE- DESIGN SERVICES BY OWNER IF NECESSARY Topographic, Tree and Boundary Survey/Re- Survey and Re -Plat Geotechnical Report Phase I environmental Phase II environmental (If Required) A & E DESIGN SERVICES: Structural Engineering Architectural Mechanical, Electrical and Plumbing Engineering Interior Design Schematic Design Design Development Construction Documents Bidding and Negotiations Construction Administration A & E ADDITIONAL SERVICES: Civil Engineering Landscape and Irrigation Architect Furniture Selection, Specification and Procurement The Owner and Architect agree as follows. AIA Document B151TM —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This At A" Init. Document is protected by U.S. Copyright Law and intarnatlonal Treaties. Unauthnrixed reproduction or distribution of this AIA'` Document, or any 2 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 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/1712009, and is not for resale. User Notes: (3879245969) ARTICLE 1 ARCHITECT'S RESPONSIBILITIES § 1.1 The services performed by the Architect, Architect's employees and Architect's consultants for and on behalf of the_Omnershall be as enur�er t d.i�r2 is. egment .__. "Architect certifies that Architect is a registered professional architect or engineer licensed to practice in the State of Texas. Pursuant to the Texas Occupations Code, any civil, structural, mechanical, or electrical plans, specifications, or opinions of probable cost for construction must be prepared by a registered professional engineer or a registered architect, whichever is appropriate, and who is licensed to practice in the State of Texas. Architect agrees to notify Owner should Architect's registration status change. Architect certifies that Architect and Architect's employees and agents are eligible to work under federal, state and local immigration laws and regulations. The Architect shall not be relieved of any obligation to perform in accordance with the standard of care applicable to licensed architects in the State of Texas under same or similar circumstances, unless specifically identified otherwise in this Agreement. § 1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall subunit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's and Contruction Manager at Risk's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. § 13 The Architect shall designate a representative authorized to act on behalf of the Architect with respect to the Project. § 1.4 The services covered by this Agreement are subject to the time limitations contained in Section 11.5.1, "§ 1.5 INSURANCE § 1.5.1 Prior to performing work under this Agreement, Architect shall procure, maintain and provide insurance certificates, policies and endorsements, in at least the following amounts, to protect Architect and Owner from claims arising out of the performance of the Architect's services under this Agreement and caused by any error, omission, negligent act or omission, or design defect by Architect, such insurance to be in a form approved by the Owner, with an effective date prior to the beginning date of design. Such insurance shall be written on an occurrence basis, if available, and on a claims -made basis, if occurrence basis insurance is not available. Architect shall maintain its insurance in full force and effect and uninterrupted during the term of this Agreement and after the completion of services under this Agreement until the completion of any applicable statute of limitations, such period to be not less than one year from Final Completion of all construction of this Project as to workers compensation, two years from the Final Completion of all construction of this Project as to comprehensive general liability, and comprehensive automobile liability, and not less than ten years from the Final Completion of all construction of this Project, as to errors and omissions insurance. Architect shall furnish to Owner insurance certificates, policies and endorsements upon request at any time during the applicable statute of limitations. Architect shall name Owner as an additional insured under his policies for comprehensive general liability and comprehensive automobile liability. Insurance shall be obtained from companies authorized to do business in the State of Texas by the Texas Department of Insurance. The policies shall include a waiver of subrogation in favor of the Owner. Any deviation from these requirements can only be approved by Owner's City Council. Any nonconformity may be grounds for termination or modification of the Contract. To the extent that Architect is unable to procure the insurance designated herein because the insurance is not reasonably available or is cost - prohibitive, then Architect shall provide written notice to Owner's City Council. Said lack of insurance may then be grounds for termination or modification of this Agreement. Worker's Compensation— Statutory Limits. Employer's Liability $500,000.00 .2 Comprehensive General Liability AIA Document 8151 – 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Init. Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of €t, 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 11:37:24 on 1111312008 under Order No.1000343741_1 which expires on 2/17/2009, and is not for resale. User Notes: {3879245969} Bodily injury $ 1,000,000 each occurrence $1,000,000 aggregate Property damage $1,000,000 each occurrence ,3 Automobile Liability: $ 100,000 per person $ 300,00 per occurrence $ 100,000 property damage Bodily injury $1,000,000 per person $1,000,000 per occurrence Property damage $1,000,000 per occurTence .4 Errors and Omissions Insurance $ 1,000,000 .5 Architectural and engineering consultants shall carry errors and omissions insurance in an amount not less than $1,000,000. (Note: amount .specified should be sufficient to cover any potential damages which could result from that consultant's negligence.) § 1.5.2 Texas Workers Compensation Insurance. Because Architect will be performing services on -site, a copy of a certificate of insurance, a certificate of authority to self - insure issued by the Texas Department of Insurance (TDI), or a coverage agreement (DWC -81, DWC -82, DWC -83, or DWC -84), showing statutory workers' compensation insurance coverage for the Architect or his employees providing services on a Project is required for the duration of the Project. § 15.2.1 Duration of the Project includes the time from the beginning of the Work on the Project until the Architect's Work on the Project has been completed and accepted by the Owner. § 1.5.2.2 —NOT USED § 1.5.2.3 —NOT USED § 1.5.2.4 The Architect shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code section 401.011(44) for all employees of the Architect providing services on the Project for the duration of the Project. § 1.5.15 The Architect must provide a certificate of coverage to the Owner prior to being awarded the contract. § 1.5.2.6 if the coverage period shown on the Architect's current certificate of coverage ends during the duration of the Project, the Architect must, prior to the end of the coverage period, file a new certificate of coverage with the Owner showing that coverage has been extended. § 1.5.2.7 The Architect shall obtain from each of the Architect's Consultants providing services on a project, and provide to Owner: Inii. 1 A certificate of coverage, prior to that person beginning work on the Project, so the Owner will have on file certificates of coverage showing coverage for all persons providing services on the Project; and AIA Document B151TM —1997. Copyright © 1974, 1978, 1987 and 1997 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 or distribution of this AIA 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 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/17/2009, and is not for resale. User Notes: (3879245969) No later than seven days after receipt by the Architect, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project. § 1.5.2.8 The Architect shall retain all required certificates of coverage for the duration of the Project and for one year thereafter. § 1.5.2.9 The Architect shall notify the Owner in writing by certified mail or personal delivery, within ten days after the Architect becomes aware of any change that materially affects the provision of coverage of any person providing services on the Project. § 1.5.2.10 NOT USED § 1.5.2.11 The Architect shall contractually require each Consultant with whom it contracts to provide services on a project, to: 1 Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code § 401.011(44) for all of its employees providing services on the Project for the duration of the Project; .2 Provide to the Architect, prior to that person beginning work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the Project for the duration of the Project; .3 Provide the Architect, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 4 Obtain from each other person with whom it contracts, and provide to the Architect: A certificate of coverage, prior to the other person beginning work on the Project; and A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; .5 Retain all required certificates of coverage on file for the duration of the Project and for one year thereafter; .6 Notify the Owner in writing by certified mail or personal delivery, within ten days after the person becomes aware of any change that materially affects the provision of coverage for any Consultants of the Architect providing services on the Project; and Contractually require each person with whom it contracts to perform as required by items 1 -7, with the certificates of coverage to be provided. to the person for whom they are providing services. § 1.5.2.12 By signing this contract or providing or causing to be provided a certificate of coverage, the Architect is representing to the Owner that all employees of the Architect who will provide services on the Project will be covered by workers' compensation coverage for the duration of the Project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all Init. AIA Document B15ITA —1997. Copyright © 1974,197B. 1987 and 1997 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 or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 211 712 00 9, and is not for resale. User Notes: (3879245969) coverage agreements will he filed with the appropriate insurance carrier or, in the case of a self- insured, with the Commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the Architect to administrative penalties, criminal penalties, civil penalties, or other civil actions. § 1.5.2.13 The Architect's failure to comply with any of these provisions is a breach of contract by the Architect that entitles the Owner to declare the contract void if the Architect does not remedy the breach within ten days after receipt of notice of breach from the Owner, § 1.52,14 The coverage requirement recited above does not apply to sole proprietors, partners, and corporate officers who are excluded from coverage in an insurance policy or certificate of anthority to self - insure that is delivered, issned for delivery, or renewed on or after January 1, 1996. 29 Texas Administrative Code section 110.110(i)." "§ 1.6 INDEMNITY. Approval of any Construction Documents by Owner shall not constitute and shall not he deemed to be a release of the responsibility and liability of Architect, its agents, employees and subcontractors, for Construction Documents which are sufficient for Owner to complete the construction of the Project and are free from material defects or omissions, nor shall such approval be deemed to be an assumption of such responsibility and liability by Owner for any defect in the Construction Documents prepared by Architect, its agents, employees, subcontractors, or consultants, it being the intent of the parties that the approval by Owner signifies Owner's approval of only the general design concept of the improvements to be constructed. In this connection, ARCHITECT SHALL, DURING THE CONSTRUCTION OF SAID PROJECT AND FOR A PERIOD OF TEN YEARS AFTER SUBSTANTIAL COMPLETION (PLUS AN ADDITIONAL TWO YEARS IF THE CLAIM IS PRESENTED IN ACCORDANCE WITH TEXAS CIVIL PRACTICE AND REMEDIES CODE SECTION 16.008(c) OF THE TEXAS CIVIL PRACTICE & REMEDIES CODE), INDEMNIFY AND HOLD HARMLESS OWNER AND ALL OF ITS OFFICERS, TRUSTEES, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES FROM ANY LOSS, DAMAGE, LIABILITY, OR EXPENSE, INCLUDING ATTORNEY'S FEES, ON ACCOUNT OF DAMAGE OR DESTRUCTION TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY OR ALL PERSONS, INCLUDING INVITEES AND EMPLOYEES OF THE OWNER, CONSTRUCTION MANAGER, ARCHITECT, OR SUBCONTRACTORS AND OF ALL OTHER PERSONS PERFORMING ANY PART OF THE WORK, TO THE EXTENT CAUSED IN WHOLE OR IN PART BY ANY ADJUDICATED ACT OF NEGLIGENCE ON THE PART OF ARCHITECT, ARCHITECT'S EMPLOYEES OR AGENTS OR ANY BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT; provided and except, however, that this indemnification provision shall not be construed as requiring Architect to indemnify or hold Owner harmless for any loss, damage, liability, or expense on account of damaged property or injuries, including death to any person, to the extent caused by any adjudicated act of negligence or breach of obligation under this Agreement by Owner or Owner's employees or agents." "§ 1.7. Architect shall keep all accounting and construction records on the Project for a period of at least twelve years after Final Completion of the Project, and thereafter shall offer the records to the Owner in writing, in order for Owner to comply with its records retention requirements, per the Texas Government Code section 441.158 et seq. and the Texas Library and Archives Commission's Local Schedule GR (Government Records). In the alternative, Architect may provide such records to Owner for retention at any time if Owner agrees in writing to accept such records in lieu of Architect's retention under this Section." § 1.8. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner, The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any errors, omissions or inconsistencies in such services or information. Architect shall also promptly respond in writing to notices from Owner provided in accordance with Section 4.10, and shall, if requested, promptly meet with Owner to discuss same." Init. § 1.9 Architect shall reasonably cooperate with the Construction Manager at Risk, the Program Manager, if any, the Owner, and the Owner's representatives, including legal counsel, in fulfillment of the Architect's and the Construction Manager at Risk's responsibilities under their respective agreements with Owner." AIA Document B151 W —199 , 7, Copyright © 1974, 1978, 1987 and 1997 by The Amerigan Institute of Architects. All rights reserved. WARNING: This AIA Document 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 the maximum extent pgssibie under the law. This document was produced by AIA software at 11:37:24 on 11/13/2008 under order No.1000343741,1 which expires on 211 712 00 9, and is not for resale. User Notes: (3879245969) ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES § 2.1 DEFINITION The Architect's Basic Services consist of those described in Sections 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical engineering services sufficient to construct the Project.. At intervals agreeable to the Owner and Construction Manager at Risk or Owner's cost consnitant, the Architect shall provide progress Drawings, Specifications and other documents for the Owner's and Construction Manager at Risk or Owner's cost consultant's information and review. The Architect shall review the Owner's Project budget, preliminary estimates of Construction Cost or detailed estimates of Construction Cost prepared by the Construction Manager at Risk or Owner's cost consultant solely for guidance in the Architect's preparation of the Construction Documents. Accordingly, the Architect cannot and does not warrant the accuracy of the estimates of the Construction Manager at Risk or Owner's cost consultant, or warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or froze any estimate of Construction Cost or evaluation prepared by the Construction Manager at Risk or Owner's cost consultant. No fixed limit of Construction Cost shall he established as a condition of this Agreement. In the event that the Construction Manager at Risk's or Owner's cost consultant's estimate or the lowest bona fide bid or negotiated proposal received by the Owner exceeds the Owner's budget for reasons other than those established in this Agreement, the modification of the Contract Documents, if required, shall entitle the Architect to a Change in Services under the terms of this Agreement, whether or not the construction phase is commenced. § 2.2A PRE - SCHEMATIC DESIGN PHASE § 2.2A.1. The Architect, in consultation with Owner, shall develop a written program for the Project to ascertain the Owner's needs and establish the requirements for the Project. § 2.2 SCHEMATIC DESIGN PHASE § 2.2.1 The Architect shall work with the Construction Manager at Risk and the Owner utilizing the Programming and Needs Assessment approved by the Owner to establish and/or validate the budget based on the requirements of the Project and shall arrive at a mutual understanding of such requirements and budget with the Owner. § 2.2.2 The Architect shall provide a preliminary evaluation of the Project program, schedule and construction budget requirements, each in terns of the other, subject to the limitations set forth in Section 5.2, 1. § 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. § 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. § 2.2.5 The Architect working with the Construction Manager at Risk shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. § 2.3 DESIGN DEVELOPMENT PHASE § 2.3,1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. AIA Document ®151TM —1997. Copyright Q 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Init. Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution o1 this AIA 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 €aw. This document was produced by AIA software at 11:37 :24 on 11/1312008 under Order No.1000343741_1 which expires on 2/17/2009, and is not for resale. User Notes: (3879245969) § 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. "§ 23.3 The Architect shall visit the Owner's Project site and shall provide to Owner a written report evaluating the feasibility of the Owner's site for the Project based on site conditions, and the Owner's program, schedule and budget for the Construction Cost. The Architect shall include, in the written report, an identification and evaluation of the location, availability, adequacy, capacity, and sufficiency of all utilities necessary to serve the completed Project. The Architect shall address with the Owner any existing easements or rights -of -way which may interfere with Owner's Project." § 2.3.4. Architect agrees to use his best professional judgment and reasonable care consistent with the practice of architecture and/or engineering in the State of Texas in executing the construction documents. Architect's signature and seal on the construction documents shall certify Architect as Architect of Record. § 2.3.4.1. Architect shall perform a building code search under applicable regulations that may influence the Project, and assures the Owner that the design will be researched before it is final. Architect shall also assure the Owner that the facilities will be designed based ou the current interpretations of applicable building codes, Owner specifications and all documented changes requested by the Owner to the Construction Documents provided by the Owner during the Construction Document Phase. § 2.3.4.2. In providing the assurances required under the provisions of this Section, Architect shall exercise his /her reasonable professional judgment and care consistent with the practice of architecture iu the State of Texas and applicable law. Architect shall design the Project in such a manner that the Project or each part of the Project is readily accessible to and usable by individuals with disabilities, in compliance with Texas Government Code Chapter 469, the Texas Accessibility Staudards, all applicable requirements or standards of the Texas Department of Licensing and Regulation,and otherwise complies with all applicable legal requirements applicable to Owner as a public entity. In addition, all outdoor lighting fixtures designed by Architect, if any, shall meet the 2006 IECC which dictates allowable exterior light levels the local light trespass ordinance as adopted by the City of Southlake, and all ventilatiou and indoor air quality systems designed by Architect shall meet the Ashrae Standard 62 -1999. Revisions or amendments to applicable codes or standards which the Owner/Municipality desire to interject into this project after the Project is permitted and revisions or amendments to applicable codes or standards which become effective after the date of Substantial Completion shall be addressed by the Architect, and shall be compensated as a Change in Service under this Agreement. § 2.4 CONSTRUCTION DOCUMENTS PHASE § 2.4.1 Based ou the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. § 2.4.1.1. The Architect shall seal the Project Manual, the Architectural Construction Drawings prepared by the Architect, and any subsequent addenda or supplements to the Project Manual or Architectural Construction Drawings prepared by the Architect, The remaining portions of the Project Construction Drawings not in the Architectural Drawings, or not prepared by the Architect but provided for in the Basic Services of the contract will be sealed by the appropriate entity responsible for that portion of the Work. § 2.4.1.2. The Construction Documents shall reflect all agreements between Owner and Architect concerning Owner's budgetary constraints, programmatic needs and expectations as to quality, functionality of systems, maintenance costs, and usable life of equipment and facilities. Said Construction Documents shall reflect the Owner's program and specifications, any state or federal adequacy standards, and the standards set forth in this Agreement, as amended. The Architect shall provide Construction Documents which are sufficient for Owner to complete construction of the Project, and are free from material defects or omissions, The Construction Documents shall comply with current interpretations of applicable laws, ordinances, codes, rules, and regulations, as of the date of issuance of construction n.., -- .. A n..,,,ar'r �.,thnrF�Prl rarn�asantattvas shah tlP. given the onnortunity to review all "§ 2.4.2 During the development of the Construction Documents, the Architect shall assist in the development and preparation, in consultation with Owner and its legal counsel and the Construction Manager at Risk: (1) bidding, competitive purchasing and procurement information which describes the time, place and conditions of bidding or proposing; bidding or proposal forms; and the form of agreement between the Owner and the Construction Manager at Risk; and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions), as amended for the Project, all to include provisions required by Owner, in consultation with its legal counsel and Construction Manager at Risk. After consultation with the Owner and Construction Manager at Risk, Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Project Specifications, bidding or proposal requirements, and sample forms, described above. (.Paragraph deleted) § 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. § 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filiug documents required for the approval of governmental authorities having jurisdiction over the Project. § 2,4.5. The procurement and project delivery method shall be designated by Owner's City Council, pursuant to Texas Local Government Code section 271.114. "§ 2.4.6. As used in this Agreement, the terms "Bids" or "Bidding" shall include any method of competitive procurement permitted under the Texas Local Government Code Chapter 271 and other applicable provisions." § 2.5 BIDDING OR NEGOTIATION PHASE § 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the Construction Manager at Risk's latest estimate of Construction Cost, shall assist the Construction Manager at Risk and the Owner in obtaining bids or negotiated proposals and assist in preparing contracts for construction. Furthermore the Architect shall cooperate with the Owner's legal counsel in the Architect's preparation of Request for Proposal documents for the Construction Manager at Risk, contract documents and the General Conditions of the Contract for Construction, as amended or supplemented for the Project, to be used in the proposal process." § 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT § 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for construction and terminates at the earlier of the issuance to the Owner of the final Project Certificate for Payment or 60 days after the date of Substantial Completion of the Work. The Architect's responsibility under this agreement shall include a post construction inspection of the facility prior to the expiration of the warranty period and includes the preparation of 'a report to the Owner. § 2.6.2 The Architect shall provide administration of the Contract for construction in cooperation with the Construction Manager at Risk as set forth below and in the edition of AIA Document A201- 1997, General Conditions of the Contract for Construction, current as of the date of this Agreement, as modified by the parties hereto. § 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect. [nit. AIA Document B151TM —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright l_aw and Internationai Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion at it, may result in severe civil and criminal penalties, and wilt be prosecuted to the maximum extent possibie under the law. This document ! was produced by AIA software at 11:37 :24 on 11/13/2008 under Order No.1000343741_1 which expires on 2117/2009, and is not for resale User Notes: (3879245969) § 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Construction Manager at Risk is due, and (2) as an Additional Service at the Owner's direction from time to time during the correction period described in the Contracts for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument. § 2.6 „5 The Architect shall visit the construction site at least once a week as needed upon commencement of the construction phase of the project at intervals appropriate to job site activities, regardless of whether construction is in progress, to become generally familiar with the progress and quality of the Work completed and to determine if the Work is being performed in a manner indicating that the Work when completed will be in substantial accordance with the Contract Documents. The Architect shall provide the Owner a written report subsequent to each site visit. On the basis of on -site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall exercise reasonable care and diligence in discovering and promptly reporting to the Owner any discovered or detected defects or deficiencies in the work of the Construction Manager at Risk or any of the Subcontractors. The Architect represents that he will follow professional standards prevailing in the Dallas/Fort Worth metroplex area in performing all services under this agreement. The Architect shall promptly correct any defective designs or specifications furnished by the Architect at no cost to the Owner. Fnrthermore, a minimum of two job site meetings per month from commencement of construction through Final Completion will be initiated by the Architect. Attendees will include Owner, the Contractor's project manager and/or superintendent, Architect's project representative, and Architect. Architect or his authorized representative will provide on -site observations prior to and dnring all concrete pours that contribute to the structural integrity of the building, including all ponrs of concrete piers, footings, grade beams, floor slabs, and concrete snperstructure components, if applicable. In addition, Architect or his authorized representative will provide on -site observations prior to covering up or closing up of portions of the construction which, if covered, would conceal problems with the structural integrity of the Project. Architect will advise Owner of the need for any third party laboratory or testing services to assist the Architect, and will assist Owner in development of Requests for Proposals or other solicitations for auy required testing services approved by Owner. On the basis of the on -site observations by Architect, Architect shall keep Owner and Owner's Contractor informed of the progress and quality of the Work, through Architect's field reports and shall endeavor to guard against and report to the Owner defects and deficiencies in the Work, and shall promptly notify Owner and Contractor orally regarding the defect or nonconforming Work, which shall be followed by notice in writing of defects and nonconforming work noted and corrective actions taken or recommended. The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. Any services by Architect made necessary due to Architect's negligent failure to discover a construction defect or nonconforming work shall be at no additional cost to Owner. Any services by Architect made necessary by Architect's negligent design errors or omissions shall be at no additional cost to Owner. § 2.6.6 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Construction Manager at Risk. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. "The Architect shall reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will recommend to Owner additional 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 AIA Document B151TM —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Archktects. Ali rights reserved. WARNING: This AIA` Init. Document is protected by V.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any 10 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 11:37:24 on 11/13/2008 under Order No.1 000343741_1 which expires on 2/17/2009, and is not for resale. (3879245969) User Notes: good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Construction Manager at Risk, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. Architect shall promptly notify Owner and Construction Manager at Risk, orally and in writing, of any observed fault or defect in the Project or nonconformance with Contract Documents, upon discovery of the defect or nonconformance, and shall notify Owner of all corrective actions taken or recommended. The testing or inspections required by this Section are subject to the requirements of Chapter 271 of the Texas Local Government Code." § 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. § 2.6.8 Communications by and with the Architect's consultants shall be through the Architect, Notwithstanding the above, Owner reserves the right to communicate directly with the Construction Manager at Risk provided Owner promptly notifies Architect of any such communication. § 2.6.9 Based on the Architect's observations and evaluations of each Application for Payment, the Architect shall review and certify the amounts due the Construction Manager at Risk. § 2.6.9.1 The Architect shall observe the progress of the Work, critically evaluate, review and certify the amounts due to the Construction Manager at Risk and shall sign and issue Certificates for Payment in such amounts, if such amounts appear to be valid, correct and deemed due and owing, to the best of the Architect's knowledge, information and belief, within seven days of receipt of Construction Manager at Risk's application for payment. § 2.6.9.2. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations, and/or evaluation of the Work as provided in Section 2,6.2 and on the data comprising the Construction Manager at Risk's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Construction Documents and the Contract Documents and believe that the amounts requested in the Application for Payment are valid and correct, to the best of the Architect's knowledge, information and belief. 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 in writing to Owner." (Paragraphs deleted) § 2.6.10 The Architect shall have authority, after notification to the Construction Manager at Risk and the Owner, to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will have authority, upon written authorization from the Owner, to require additional 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 Construction Manager at Risk, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work. § 2.6.11 The Architect shall review and approve or take other appropriate action upon Construction Manager at Risk's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Contractors' Work or in construction by the Owner's own forces, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Subcontractors, all of which remain the responsibility of the Construction Manager at Risk and Subcontractors to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures. The Architect's approval of a Init. A1A Document B151TM —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treat ies. Unauthorized reproduction or distribution of this Ale Document, or any � 1 portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the iaw. This document was produced by AEA software at 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/1712009, and is not for resale, User Notes: (3879245969) specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. § 2.6.12 The Architect shall review and sign or take other appropriate action on Change Orders and Construction Change Directives prepared by the Construction Manager at Risk for the Owner's approval and execution in accordance with the Contract Documents. § 2,6.13 The Architect may authorize minor changes in Work not involving an adjustment in a Contract Sum or an extension of a Contract Time which are not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued through the Construction Manager at Risk as approved by the Owner. § 2.6.14 The Architect, assisted by the Coustruction Manager at Risk, shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion which shall be approved by the Owner. The Architect shall forward to the Owner warranties and similar submittals required by the Contract Documeuts which have been received from the Construction Manager at Risk. The Architect shall issue a final Project Certificate for Payment upon compliance with the requirements of the Contract Documents. § 2,6,15 The Architect shall interpret and decide matters concerning performance of the Owner and Construction manager at Risk under the requirements of the Final Contract Documents on written request of either the Owner or Construction at Risk. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. § 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Final Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Construction Manager at Risk, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith, § 2,6.17 The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Final Contract Documents. § 2.6.1$ The Architect shall render written decisions via electronic mail, fax, or hardeopy within a reasonable time on all claims, disputes or other matters in question between the Owner and Construction Manager at Risk relating to the execution or progress of the Work as provided in the Final Contract Documents. "§ 2.6.19. The Architect shall document all meetings and decisions made throughout the course of the Project and shall provide copies to the Owner and to the Construction Manager at Risk." "§ 2.6.20. The Architect shall provide the Owner with two sets of reproducible prints showing, in the Architect's judgment, significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES § 3.1 GENERAL § 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services. If the Owner deems that such services described under Section 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services. § 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES § 3.2.1 If more extensive representation at the site than is described in Section 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on -site responsibilities. Intl. AIA Document 8151 Tr" —1997. Copyright © 1974, 1978, 1987 an" d 1997 by The American Institute of Architects. Al All rights reserved. W ARNING: This AI Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` Document, or any 1 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 11:37:24 on 111131208 under Order No.1000343741_1 which expires on 211712009, and is not for resale. User Notes: (3879245969) § 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefore as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, as modified by the parties thereto, unless otherwise agreed. § 3.2.3 Through the presence at the site of such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. § 3.3 CONTINGENT ADDITIONAL SERVICES § 3.3.1 When approved by Owner, making revisions in Drawings, Specifications, or other documents when such revisions, unless attributable to the fault of the architect, are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's failure to render decisions in a timely manner. § 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Section 5.2.5. § 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives which are not otherwise included in the Basic Services. § 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. § 3,3,5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. § 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. § 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. § 3.3.8 Providing services in connection with a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto. § 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase. § 3.4 OPTIONAL ADDITIONAL SERVICES § 3.4,1 Providing analyses of the Owner's needs and programming the requirements of the Project. § 3.4.2 Providing financial feasibility or other special studies. § 3.4.3 Providing planning surveys, site evaluations or comparative studies of prospective sites. § 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. AIA Document B151TM —1997. Copyright 0 1974, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This A €A" Init. Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any 13 portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 11:37:24 on 11/13/200B under Order No.1000343741_1 which expires on 2/17/2009, and is not for resale. User Notes: (3879245969) § 3.4.5 Providing services relative to future facilities, systems and equipment. § 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. § 3.4,7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. § 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. § 3.4.9 Providing services in connection with the work of separate consultants retained by the Owner. § 3.4.10 Providing detailed estimates of Construction Cost. § 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. § 3.4,12 Providing analyses of owning and operating costs. § 3.4.13 NOT USED. § 3.4.14 Providing services for planning tenant or rental spaces. § 3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. § 3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the Architect, § 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. § 3.4,18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work. § 3.4.19 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. § 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall provide information regarding requirements for the Project, including a progralxt 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. § 4.2 The Owner shall establish and update an overall budget for the Project , when required, based on consultation with the Construction Manager at Risk and the Architect, which shall include the Construction Cost, the Owner's other costs and reasonable contingencies, related to all of these costs. § 4.3 The Owner shall designate a representative authorized to act ou the Owner's behalf with respect to the Project. The Owner or such designated representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. Owner's City Council, by majority vote, is the only representative of Owner, a municipality, having the power to enter into or amend a contract, to approve changes in the Scope of the Work, to approve and execute a Change Order or Construction Change Directive modifying the Contract Sum or Guaranteed A1A Document B151TM — 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This A €A`°' [nit. Document is protected by US. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any 14 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 11:37:24 on 1 V1312008 under Order Ne.1000343741_1 which expires on 211712009, and is not for resale. (3879245969) User Notes: Maximum Price, agree to an extension of the dates of Substantial Completion or Final Completion, or approve changes in the Architect's compensation. Owner's City Council may designate one or more representatives with authority to sign documents after City Conncil approval and/or to advise and consult with Architect for day -to -day operations under the agreement. Owner's designated representative to sign contracts: Name: Shana Yelverton Title: City Manager, or successor. Owner's designated representative for day -to -day operations: Name: Jim Blagg Title: Assistant City Manager, or snccessor. In the event that an emergency decision is required before the City Council's next regular meeting or in order to facilitate and expedite the timely completion of the Work, the City Council's authorized representative may approve construction changes that do not exceed $ 50,000 or 25% of the amount of the contract, whichever amount is less, in increased costs to the Owner. Any such change shall be confirmed in writing between the Architect, Contractor and the Owner's authorized representatives and notice of such approved changes shall be given to the Council at its next regular meeting. The Council will act as soon as reasonably possible to avoid undue delays in the construction Completion Date or the orderly and sequential progress of the Architect's services. § 4.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structnres; 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. § 4.5 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. § 4.6 The Owner shall furnish the services of consultants other than those designated in Section 4,5 when such services are requested by the Architect and are reasonably required by the scope of the Project. § 4.7 The Owner shall furnish structural, mechanical, and chemical tests; tests for air and water pollution; tests for hazardous materials; and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. As required by Texas Local Government Code Chapter 271, Owner must contract separately with a registered professional engineer for the inspection services, testing of construction materials engineering, and verification testing services necessary for the acceptance of the facility by Owner. § 4.8 The Owner shall furnish all legal, accounting and insurance services that may be necessary at any time for the Project to meet the Owner's needs and interests. Such services shall include auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. § 4.9 The services, information, surveys and reports required by Sections 4.4 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. § 4.10 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. AIA Document B151TM —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Init. Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any 1 5 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 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/17/2009, and is not for resale. (3879245969) User Notes: § 4.11 Prompt written notice shall be given by the Owner to the Architect and Construction Manager at Risk if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. § 4,12 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Architect and Architect's Consultants shall not make certifications that would require knowledge or services beyond the scope of this Agreement. § 4.13 The Owner shall furnish the required information and services and shall render approvals and decisions via electronic mail, fax, or hardcopy in a reasonably expeditious manuer as necessary for the orderly progress of the Architect's services and Work of the Contractors, § 4.14 The Owner shall furnish the Architect copies of written communications with the Construction Manager at Risk and Contractors via electronic mail, fax, or hardcopy. § 4.15. Nothing in this Article shall relieve Architect of any responsibility or liability for the performance of Architect's contracted services." § 4.16. Architect acknowledges that, to the extent defined in this agreement, he is the leader of the design team and is responsible, in accordance with this agreement, for the design of the Project. Therefore, Owner shall be entitled to rely on the Construction Documents, services, and information furnished by the Architect, This Section shall not relieve Architect of any responsibility or liability for the performance of Architect's contracted services on the Project." PAT The Owner's decisions on matters relating to aesthetic effect shall be final. To the extent that ()wner'c Cnn.ctnictinn Manager at Risk recsamtn? aesthetic revisions to Owner. Architect shall be not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. § 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of constrnction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. § 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Constructiou Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the geueral level of prices in the construction industry. § 5.2.4 If a fixed limit of Construction Cost (adjusted as provided in Section 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, prior to cormnencement of the Work, the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 8.5; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 15.2.5. When the Project requirements have heeu sufficiently identified, including Owner's budgetary constraints, programmatic needs, and expectations as to quality, functionality of systems, maintenance costs, and usable life of equipment and facilities, the Architect will assist the Construction Manager at Risk iu his preparation of a preliminary estimate of the Construction Cost. This estimate may be based on current area, volume or similar conceptual estimating techniques. As the design process progresses through the end of the preparation of the Construction Documents, the Architect, and, if applicable, the Construction Manager at Risk, shall update and refine the preliminary estimate of the Construction Cost. The Architect shall advise the Owner of any adjustments to previous estimates of the Construction Cost indicated by changes in Project requirements or general market conditions. The Architect shall cooperate with Owner and, if applicable, Construction Manager at Risk, in developing and designing the Project to satisfy Owner's budgetary constraints, programmatic needs and expectations as to quality, functionality of systems, maintenance costs, and usable life of equipment and facilities. If the estimate of the Construction Cost exceeds the Owner's budget, then the Architect shall redesign elements to achieve cost savings within the Scope of the Work, but in doing so, shall not delete any essential element of the Project. Architect shall present the redesign to Owner for Owner's approval and, in doing so, shall notify Owner in writing of the actions taken to bring the Project into Owner's budget. If Architect is unable to redesign the Project to meet Owner's budgetary, programmatic and quality needs, then the Architect shall make appropriate written recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjustments." (Paragraph deleted) ARTICLE 6 USE OF ARCHITECT'S INSTRUMENTS OF SERVICE "§ 6.1. Architect shall provide to Owner all drawings, specifications, and instructions to the Construction Manager at Risk (including the necessary number of paper and electronic copies) hereinafter referred to as "Construction Documents," that are within Architect's scope of services and that are sufficient for Owner to complete construction of the Project and are free from material defects or omissions. The Construction Documents are for use solely with respect to this Project. The Architect and the Architect's consultants shall be deemed the authors and owners or their respective Construction Documents and shall retain all cornmon law, statutory and other reserved rights, including copyrights. § 6.2. Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce and use the Architect's Construction Documents for purposes of constructing, using and maintaining the Project. This nonexclusive license shall survive termination of this Agreement. The Inl1. AIA Document B151TM — 1997. Copyright a 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA 91 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of This AIA'` document, or any 17 portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2117/2009, and is net for resale. User Notes (3679245969) Architect shall obtain similar nonexclusive licenses from the Architect's consultants, consistent with this Agreement. The grant of non - exclusive licenses to reproduce the Architect's Construction Documents does not constitute a sale or transfer of ownership. § 6.3. Except for the licenses granted in Section 6.2, 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. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers to reproduce applicable portions of the Construction Documents appropriate to and for use in their execution of the Work by license granted in Section 6.2. Submission or distribution of Construction Documents 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. Architect allows Owner to use the Construction Documents for future renovations, repairs, additions or alterations to the Project. Any unauthorized use of the Construction Documents by Owner or others shall be at the user's sole risk and without liability to the Architect and the Architect's consultants." § 6.4 Owner understands that and agrees that the Construction Documents are for Owner's sole benefit and exclusive use and are not intended or represented to be suitable for tense by Owner or third parties. Reliance upon services and work products is limited to Owner, to the time that services are provided and to the agreed scope of such services. Any reuse by Owner or by those who obtained said documents from Owner without written reliance, verification, or adaptation by Architect will be at Owner's sole risk and without liability or legal exposure to Architect, or to Architect's independent associates or consultants. TO THE EXTENT PERMITTED BY LAW, OWNER SHALL, IN ACCORDANCE WITH THIS AGREEMENT, INDEMNIFY AND HOLD HARMLESS ARCHITECT AND ARCHITECT'S INDEPENDENT ASSOCIATES AND CONSULTANTS FROM ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES INCLUDING ATTORNEYS' FEES ARISING OUT OF OR RESULTING THEREFROM. Architect will issue reliance to third parties for a period of six months after completion of the work, as agreed upon and with the written permission of, Owner; however, Owner understands that such additional reliance /reports will not be issued until those parties sign and return the reliance agreement and Architect receives the agreed -upon reliance fee. (Paragraphs deleted) ARTICLE 7 DISPUTE RESOLUTION § 7.1 MEDIATION § 7.1.1 "All claims, disputes, or matters in controversy between Owner and Architect shall be discussed by the parties in good faith, in an attempt to resolve the claim, dispute, or controversy. In the event such claim, dispute, or controversy cannot be resolved by good faith discussion between the parties, then any claim, dispute or other matter in question arising ont of or related to this Agreement may be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party if agreed to by both parties. § 7.1.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation. Request for mediation shall be filed in writing with the other party to this Agreement and shall then be submitted to a mediator mutually acceptable to the parties. In the event that the parties are unable to agree on a mediator, then the mediation shall be conducted by the Center for Pnblic Policy Dispute Resolution at the University of Texas School of Law. Requests for mediation shall be made within thirty days after the completion of the Owner's grievance policy. In no event shall the request for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in controversy would be barred by applicable statutes of limitation., § 7.1.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the county where the Owner's main administrative office is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as a judgment in any court having jurisdiction thereof. Mediation shall be subject to and in accordance with Chapter 154 of the Texas Civil Init. AIA Document B15ITM —1997. Copyright ©1974, 1978, 1987 and 1997 by The American T, Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any 18 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 1 was produced by AIA software at 11:37:24 on 11113/2008 under Order No.1000343741 _1 which expires on 2/17/2009, and is not for resale. User Notes: (3879245969) Practice & Remedies Code. Agreements reached in mediation shall be reduced to writing, considered for approval by the Owner's City Council and the Architect, signed by the parties if approved by the City Council, and, if signed, shall thereafter be enforceable as provided by the laws of the State of Texas." "§ 7.1.4. The parties agree that any claim, dispute, or other matter in controversy between them shall not be subject to mandatory arbitration. The parties may, however, mutually agree in writing to submit such claims, disputes, or matters in controversy to arbitration. Neither party may compel the other to arbitrate any claim, dispute, or matter in controversy between them. § 7.2 ARBITRATION INTENTIONALLY LEFT BLANK (Paragraphs deleted) § 7.3 CLAIMS FOR CONSEQUENTIAL DAMAGES 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 consequeutial damages due to either party's termination in accordance with Article S. ARTICLE 8 TERMINATION OR SUSPENSION § 8.1 If the Owner fails to make timely payments to the Architect "for undisputed sums" in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination if not cured after ten (10) days' written notice to Owner of the delinquency . If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspeusion 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. Architect shall be allowed to suspend Architect's performance of services under this Agreement for nonpayment by Owner only after the provision of ten (10) days' written notice, in accordance with Texas Government Code section 2251.051 et seq. § 8.2 If the Project is suspended by the Owner for more than 30 consecutive days through no fault of the Architect, the Architect shall be compensated for services performed prior to notice of such suspension. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. § B.4 This Agreement may be terminated by either party upon not less than seven days' written notice and opportunity to cure should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's conveuience and without cause, § 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 8.7. § 8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated. § 8.8 The parties hereby agree that: 1) if an order for relief is entered on behalf of the Architect, pursuant to Chapter 11 of the U.S. Bankruptcy Code; 2) if any other similar order is entered under any debtor relief laws; 3) if Architect Init, ALA Document 121151 —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: Tit is AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any 19 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 11:37:24 on 1111312008 under Order No.1000343741_1 which expires on 2/17/2009, and is riot for resale. User Notes: (3879245969) makes an assignment for the benefit of one or more of its creditors; 4) if a receiver is appointed for the benefit of its creditors; 5) if a receiver is appointed on account of its insolvency, any such event could impair or frustrate Architect's performance. Accordingly, it is agreed that upon occurrence of any such event, Owner shall be entitled to request of Architect adequate assurance of future performance in accordance with the terms and conditions of this Agreement. Failure to comply with such request within ten (10) days of delivery of the request shall entitle Owner to terminate the Architect's services in accordance with this Section. ARTICLE 4 MISCELLANEOUS PROVISIONS § 9.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unless otherwise provided in Article 12. § 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, as amended for this Project, as modified by the parties thereto. As a material consideration of the making of this Agreement, the Modifications to this Agreement shall not be construed against the maker of said Modifications. § 93 NOT USED § 9.4 Only to the extent damages are covered by property insurance during construction, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, as amended for this Project. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other. § 9.6 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 9.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site unless Architect's acts or omissions introduced or caused or allowed to be introduced to the Project site said hazardous materials as defined in AIA Document A201 -1997, as amended for this Project. Architect shall promptly disclose in writing to Owner any hazardous materials specified for the Project or discovered on site, regardless of the date of discovery or the date on which Architect learns of the hazardous nature of the materials. § 9.9 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project, § 9.10 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall Init. AIA Document B151TM —1997. Copyright © 1974,197S, 1' 987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Al AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any 20 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 11:37:24 on 11/13/2008 under Order No.1 00 0 34 3741_1 which expires on 2/17/2009, and is not for resale. User Notes: (3879245969) not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 19.11. It is distinctly agreed that by virtue of this Agreement, no architect, engineer, mechanic, contractor, materialman, artisan, laborer or subcontractor, whether skilled or unskilled, shall ever, in any manner have, claim or acquire any lien upon the Project of whatever nature or kind so erected or to be erected by virtue of this Agreement, nor upon any of the land upon which said improvements are so erected, built, or situated, such property being public property belonging to a political subdivision of the State of Texas." "§ 9.12. This Agreement is subject to all applicable federal and state laws, rules, and regulations. Invalidity of any portion of this Agreement under the laws of the State of Texas or of the United States shall not affect the validity of the remainder of this Agreement." "§ 9.1.3. To the extent of conflicts between the Contract Documents, amendments shall prevail over original forms." "§ 9.14. By signing this Agreement, the undersigned certifies as follows: 'Under Section 231.006, Texas Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate. "§ 9.15 It is understood and agreed that the relationship of Architect to Owner shall be that of an independent contractor. Nothing contained in this Agreement or inferable from this Agreement shall be deemed or construed to: 1) make Architect the agent, servant or employee of the Owner; or 2) create any partnership, joint venture, or other association between Owner and Architect. Any direction or instruction by Owner or any of its authorized representatives in respect to the Architect's services shall relate to the results the Owner desires to obtain from the Architect, and shall in no way affect the Architect's independent contractor status." "§ 9.16. No delay or omission by either of the parties hereto in exercising any right or power accruing upon the noncompliance or failure of performance by the other party hereto of any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements hereof to be performed by the other party hereto shall not be construed to be a waiver of any subsequent breach thereof or of any other covenant, condition or agreement herein contained." "§ 9.17. COMPLAINTS. The Texas Board of Architectural Examiner has jurisdiction over complaints regarding the professional practices of persons registered as architects in Texas under the Architects Registration Law. Texas Occupations Code Chapter 1051. The Texas Board of Architectural Examiners can be reached at P. O. Box 12337, Austin, Texas 78711 -2337 or 333 Guadalupe, Suite 2 -350, Austin, Texas 78701 -3942, by phone at (512) 305 -9000, by fax at (512) 305 -8900, or on the web at ht :1 /tbae.state.tx.us." ARTICLE 10 PAYMENTS TO THE ARCHITECT § 10.1 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, and employee retirement plans. § 10.2 REIMBURSABLE EXPENSES § 10.2.1 Reimbursable Expenses are iu addition to compensation for Basic and Additional Services and include reasonable and necessary expenses actually incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: Init. AIA Document µ 13151T —1997. Copyright G 1974, 1978, 1987 and 1997 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 or distribution of this Ale Document, or any 21 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 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/17/2009, and is not for resale. Esser Notes: (3879245969) .1 transportation in connection with the Project, authorized out -of -town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings, models and mock -ups requested by the Owner; .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Article 12; .8 other similar direct Project - related expenditures. § 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES § 10.3.1 An initial payment as set forth in Section 11.1 is the minimum payment under this Agreement. § 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 11.2.2. § 10.3.3 If and to the extent that the time initially established in Section 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 11.3.2. § 10.3.4 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 11.2.2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. § 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES Payments on account of the Architect's Additional Services , if any, and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. § 10.5 PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is otherwise responsible. § 10.6 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. § 10.7. Notwithstanding any other provisions herein, the Architect shall not be entitled to payment, including for Basic Services, Reimbursable Expenses, Additional Services, or other compensation, attributable to the negligent error or omission of the Architect or Architect's consultants. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: § 11.1 An Initial Payment of Zero Dollars And Zero Cents ($ 0.00 )shall be made upon execution 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 any other services included in Article 1.2 as part of Basic Services, Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation apply, i f necessary.) [nit. AIA Document B151TM —1997. Copyright © 1974, 1978, 1987 and 1997 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 or distribution of this AIA ' Document, or any 22 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 t was produced by AIA software at 11:37:24 on 11/1312D06 under Order No.1000343741_1 which expires on 2J17/2009, and is not for resale. User Notes; (3879245969) PRE - DESIGN SERVICES: Stipulated Sum of Twenty four thousand dollars $24,000.00 TOTAL PRE - DESIGN SERVICES: $24,000.00 Init. A & E DESIGN SERVICES: 8% of the Final Construction Cost Curently, the anticipated fee is Seven hundred twenty thousand dollars $720,000.00 based on the anticipated construction budget of $9,000,000.00, and the fee for the A &E Design Services is not to exceed $720,000.00 pending no increase to the scope of the Project and Construction Budget unless the Architect and Owner agree in writing. TOTAL A & E DESIGN SERVICES: $720,000.00 Needs Assessment Site and Facility Programming Schematic Design Design Development Construction Documents Bidding and Negotiations Construction Administration A & E ADDITIONAL SERVICES: Stipulated sum of One hundred fifteen thousand five hnndred Civil Engineering and Construction Administration Dollars $115,500.00 Stipulated sum of Twelve thousand five hundred Dollars $12,500.00 Stipulated sum of Twenty four thousand three hundred Dollars $24,300.00 TOTAL A & E ADDITIONAL SERVICES: $152,300.00 Landscape Architect With Construction Administration Furniture Selection, specification and pocurement CONTINGENCY EXPENSES Contingency Expenses as necessary. Reimbursable Stipulated sum of Seventy two thousand Dollars $72,000.00 Expenses, Color Perspectives, Final Design Changes, etc. TOTAL CONTINGENCY EXPENSES $72,000.00 § 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Pre - Design Services Monthly proportional to work completed A &E Design Services Schematic Design Phase: Sixteen percent ( 16 %) Design Development Phase: Twenty -two percent ( 22 %) Construction Documents Phase: Thirty six percent ( 36 %) Bidding or Negotiation Phase: Four percent ( 4 %) Al Document B151TM - -1997. Copyright © 1974, 1970, 1907 and 1997 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 or distribution of this AIA"' Document, or any portion of it, may result in severe civil and criminal pena €ties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:37;24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/17/2009, and is not for resale. User Notes: (3079245969) 23 Construction Phase: Twenty two percent ( 22 %) Total Basic Compensation one hundred percent( 100 %) Contingency Expenses Monthly as expensed § 11.3 COMPENSATION FOR ADDITIONAL SERVICES § 11.3.1 For Project Representation Beyond Basic Services, as described in Section 3.2, compensation shall be computed as follows: (a) Principals' (Project Manager) time at the fixed rate of One Hundred Fifty Dollars ($150.00) per hour. (b) Supervisory (Project Architect /Senior Engineer) time at the fixed rate of One Hundred Thirty Dollars ($130.00) per hour. (c) Technical Level I (Quality Control) time at the fixed rate of Ninety Five Dollars ($95.00) per hour. (d) Technical Level II (CADD Production) time at the fixed rate of eighty five Dollars ($85.00) per hour. (e) Technical Level III and clerical and administrative time at the fixed rate of forty Dollars ($40.00) per hour. § 11.3.2 For Additional Services of the Architect, as described in Articles 3 and 1.2, other than (1) Additional Project Representation, as described in Section 3,2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (Insert Basis of compensation, including rates and multiples of Direct Personnel Expense far Principals and employees, and identify Principals and classify employees, if'required. Identify specific services to which particular methods of compensation apply, if necessary.) (a) Principals' (Project Manager) time at the fixed rate of One Hundred Fifty Dollars ($150.00) per hour. (b) Supervisory (Project Architect /Senior Engineer) time at the fixed rate of One Hundred Thirty Dollars ($130.00) per hour. (c) Technical Level l (Quality Control) time at the fixed rate of Ninety Five Dollars ($95.00) per hour. (d) Technical Level 11 (CADD Production) time at the fixed rate of eighty five Dollars ($85.00) per hour. (e) Technical Level III and clerical and administrative time at the fixed rate of forty Dollars ($40.00) per hour. Init. AIA Document B151TM —1997. Copyright © 1974, 1978, 1987 and 1997 by The American AIA" of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`' Document, or any 24 portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/17/2009, and is not for resale. User Notes: (3879245969) § 11.3.3 For Additional Services of Consultants, including additional structural, mechanical and electrical engineering services and those provided under Section 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of ( 1.10 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, if required.) § 11.4 REIMBURSABLE EXPENSES For Reimbursable Expenses, as described in Section 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of ( 1.10 ) times the expenses incurred by the Architect, the Architect's employees and consultants directly related to the Project. § 11.5 ADDITIONAL PROVISIONS § 11.5.1 If the Basic Services covered by this Agreement have not been completed within Thirty Six ( 36 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Sections 10.3.3 and 11.3.2. § 11.5.2 "Undisputed amounts unpaid forty-five (45) days after the Owner's receipt of the invoice shall bear interest at the rate (Paragraphs deleted) specified by Texas Government Code section 2251.025 or its successor. (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements ,vuch as written disclosures or waivers.) § 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect; provided, however, that those rates and multiples may not be adjusted upward in an amount that exceeds the norm for the industry or the U.S. Consumer Price Index (for all goods and services) for the Dallas -Ft. Worth Metroplex. Records of Reimbursable Expenses, expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or Direct Personnel Expense shall be available to the Owner or Owner's authorized representative upon presentation of Architect's progress payment applications or at other mutually convenient times as may be agreed between the panties. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in. this Agreement.) § 121 The Architect will also be responsible for Interior Design Services as outlined in this agreement. § 12.2 Venue for any dispute relating to this Agreement shall lie in Tarrant County, Texas. § 12.3. Notwithstanding other provisions to the contrary, as used herein, references to the AIA Document A201TM -1997, General Conditions of the Contract, shall refer to that edition of the document "as amended for this Project." Architect agrees that the AIA Document A201 1 M -1997 may be subject to subsequent amendments based upon negotiations betweeu Owner, Architect and Construction Manager at Risk.and agreed to by the Architect in writing. As a condition of further service, Architect shall provide to Owner a signed statement stating Architect's agreement to adhere to any such negotiated amendments." I EXECUTED this SECOND day of _DECEMBER —, 2008. Init. AIA Document B151 —1997. Copyright © 1974, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. NIARNING: This AIA''' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AW Document, or ally 25 portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/17/2009, and is not for resa €e. User Notes: (3879245969) OWNER (Signature) Mr. Andy Wambsganss, Mayor City of Sonthlake (Printed name and title) ARCHITECT ( Signature) Robert P. Garza, Principal RPGA Design Grou1j, Inc. (Printed name and title) Init. AIA Document B151TM —1997. Copyright Q 1974, 1978, 1987 and 1997 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 or distribution of this AIA Document, or any 26 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 11:37:24 on 11/13/2008 under Order No.1000343741_1 which expires on 2/1712009, and is not for resale. User Notes: (3879245969)