Loading...
BA 2017-07-12 CRDC City of Coppell Texas 255 Parkway Boulevard , Coppell,Texas FFET L 75019-9478 CO Meeting Agenda Coppell Recreation Development Corporation Wednesday,July 12, 2017 6:30 PM 255 Parkway Blvd. Notice is hereby given that the Coppell Recreation Development Corporation of the City of Coppell, Texas, will meet in the 2nd Floor Conference Room at 255 E. Parkway Boulevard on July 12, 2017. As authorized by Section 551.071(2) of the Texas Government Code, this meeting may be convened into closed Executive Session for the purpose of seeking confidential legal advice from the City Attorney on any agenda item listed herein. The purpose of this meeting is to consider the following items: Executive Session (Closed to the Public) Regular Session (Open to the Public) Call To Order 1. Citizens' Forum 2. Approval of the June 7, 2017, Minutes. Attachments: 06.07.17 CRDC Minutes.pdf 3. Financial Report Attachments: 07.12.17 CRDC Financial Report.pdf 4. Consider approval of Project Order#4 to the agreement with Gallagher Construction to allow Program Construction Management of the Coppell Arts Center in the amount of$476,000.00 and authorizing the CRDC President to sign. Attachments: 07.12.17 CRDC Gallagher Memo.pdf Gallagher-CN 2014-06-04.pdf 5. Consider authorizing Design and Development and Construction Documents services (Phase 2) as detailed in the approved professional services agreement with Corgan Associates, Inc. Phase 2, totaling $643,750, providing architectural and engineering services related to the Coppell Arts Center. Attachments: 07.12.17 CRDC Corgan Memo.pdf 07.12.17 CRDC Corgan Contract.pdf City of Coppell,Texas Page 1 Printed on 7/7/2017 Coppell Recreation Development Meeting Agenda July 12,2017 Corporation 6. Adjournment The City of Coppell acknowledges its responsibility to comply with the Americans with Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e. sign interpretative services, alternative audio/visual devices, and amanuenses)for participation in or access to the City of Coppell-sponsored public programs, services and/or meetings, the City requests that individuals make requests for these services forty-eight(48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator, or other designated official at (972) 304-3699, or TDD 1-800-RELAY TX, (1-800-735-2989). Pursuant to Section 30.06, Penal Code (trespass by license holder with a concealed handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a concealed handgun. Pursuant to Section 30.07, Penal Code (trespass by license holder with an openly carried handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a handgun that is carried openly. This agenda was posted on the City of Coppell bulletin board at Town Center on this day of , 20__at by City of Coppell,Texas Page 2 Printed on 7/7/2017 City of Coppell Texas 2pp Parkway Boulevard , Co ell,Texas 75019-9478 CFFELL Minutes Coppell Recreation Development Corporation Wednesday,June 7,2017 6:30 PM 255 Parkway Blvd. Mark Tepper Marvin Franklin President Biju Mathew Karen Hunt Vice President Mahbuba Khan Larry Jones Secretary Noah Webster The Coppell Recreation Development Corporation of the City of Coppell, Texas, met in the Human Resources Training Room at 255 E. Parkway Boulevard on June 7, 2017. Regular Session (Open to the Public) Call To Order President Tepper called the meeting to order at 6:36 PM. Those in attendance were: Mark Tepper, President; Biju Mathew,Vice President; Mahbuba Khan,Secretary; Board Member Noah Webster; Board Member Larry Jones; Board Member Karen Hunt; Board Member Marvin Franklin. Others included: Mike Land, City Manager; Brittany Causey,Administrative Support Assistant;and Amy Swaim,Administrative Assistant to the City Manager. Citizens' Forum There was no one present for the Citizens' Forum. 2. Approval of the April 12, 2017, Minutes Motion by Hunt,second by Jones,to approve the June 7 minutes as presented. City of Coppell,Texas Page 1 Coppell Recreation Development Minutes June 7,2017 Corporation Motion carried unanimously. 3. 06.07.17 Financial Report Land summarized the 2016 CRDC Annual Report. 4. 2017-2018 Proposed CRDC Budget Land presented the 2017-2018 CRDC Budget. He outlined current and potential future projects and noted the CRDC is performing as intended. Motion by Jones,second by Franklin,to approve the 2017-2018 CRDC Budget as presented. 5. Board President and Committee Report/General Discussion President Tepper reminded the Board of the Celebrate Coppell event on July 1. 6. Adjournment President Tepper adjourned the meeting at 7:15 PM. Mark Tepper, President Amy Swaim,Admin.Asst. to the City Manager City of Coppell,Texas Page 2 1 1 O d{ O O:; 0 0 0 0 0 m o 0 0 0 o In p 00000 W O O O O O W O O O O O W (W p O N O O N Ri W o 0 o 0 o r- O o 0 0 0 tom• UGaW m M WU 0 O 07 61 a � 0B zm p 0 d' 44 M O O o 0 0 0 o m rA H O N W N O O O O O O O H HaOLnLOLnooO0000 � r� '-I lU N o 0 H ' N 0) 'IV M 61 a Ln Ln r-i N UJ O m d J-) Gq U W •n O 000000000000 �4 W O O o 0 O o 0 0 0 o 0 0 04 00000000000 0 p H o O 0 qq W 00 rl ri y' Z O O W N 4 J) W 10 �i � M � 0 .1440C) ,14 000000000000 p 00000 W o 0 0 0 0 0 0 0 0 0 0 0 O u U) H o m 0 0 x o 0 0 0 0 0 0 0 0 0 0 o U U N N H H ' N a pp Q� O D4a0 0 a) U rd r. rT4 W N A r-i .T4 (d 0 0 0 0 0 o cr di Ln O Ln o o o o o W •rq 0 0 0 Ol 61 O N W N O W O O O O O 61 �•' 44 0 a) HH000NN HHomwmorr00000d U U) Z W m m z W H W N0 O H � W w N al di t` M w U dJ N N p� O l(1 Ln rl rl d 41 U lfl L9 U w M d a) Na) a � q •� al U spa' �4 bi r� 0 W 44 4.) 4) •rl h •.-1 H U U) U ri U H q 'd N 'd q JO-) N 0 M a) w 44 I bl U H oq a 44 ri 0 m rd a) a) U a) C U G U) Z H a) q O TWO (d N b-) r. � hU hU H U a) Ha d m p 4 M 0 04 44 E U) Qo0 WU)-H -1 Q) 41 0 E W U P H 1:' () W p 0 a) U) PQ U a) rl O 1 0 Ld k m � 0 � N a) N N W a) rd L6 .0 M r-1 �L U 0 :J G r♦ 0 4 (� H 0 E-A U) E-H rt-1 0 •, 0 •ri 3 G (da" 3� U —1 (D Lq m 44 0 �> 1.) �> U) G U �4 (d 41 W 41 U) �Lm 41 U) 0a) �4 (1H0a) rd C •-) a) w h 4) a) a) rd0 r. 41 904•ri0Hkw00 b, H •• r� O �j a) H 41 r-I rl H m G rd U M rd big a) MP ro pON � Cs+ co HU) PP pq O M O h N O O N q d N O rI W l0 O O w Hq M H O N �+ W Ol O O Ol UWd+ OD W WULr) 00Lr) W rw•. 0 O O 00 oC H `� ri M 00 H i r i�� h h W l0 l0 M O O O O H a o 0 0 0 41 H U1 O o ?a 04 00 0 0 0 44 W M 00 M 0 rn o o rn � gHLn Ln 0 F, H co 0 1J M M d P4 l0 l0 O Gx] N O H � M U o M O M 0 0 0 0 •ri q l0 N O CO W 0 0 0 0 0 �. W LO H O w 0000 rl 4-) U N L(1 00 E-A H UU z H N ,. aMOz , ,. U W O N N w r N r1 U04 G V f v 11 U 41 P4 N 0 0 0 0 0 0 0 0 0 41 0 (q 0 0 W 0 0 0 0 N •rI 0 � H 6) O N H H O U z H r1 O "o 00 Z H H O O H d 4) N Id R 04 (7 h Ln H M h O O h N ' B d� 00 M'H P4U) M O H d� u�i q v q U W or h 0 U N I'4 0) C U 44 H N rI H U 41 0 1J O U ••rl to J.1 U N d 44 N N 0 m N 0 rI Hasa44q u ra w (� G •14 Zi �4 U p h U h U H Ul UH 41 .� 0 U04 H W H W w O O U i Ul G U 04 rti td 4.1 r-{ G q H HaiPQ(d as> 4M u N h w 0 Ord 0 41 .0 0 0 tr, H AC O N ra .0 q E4 SQ IQ Q1 H 'd Q p > w H U) H w p p W waoorno00000m r 000 �n IooNow A O 00 O N O O O O O O W A 00 O O O •� l0 O a d� O M Ca..� HA INd o0oo0ood W 0000rcuooNoo� 0 U W O Ol N 00 W U Ol N O (N �M 41 w W rl W CO In 00 0) H H O 'Ll ; � CHH N I�jl Nd+ r m 0 0 rUW OD y 00o W 0 M H �r-I •A a) W m tx N N J W .0 U a) rd E 0 0 0 0 0 W 00 OD Ln M j a) A A O O O O O M O O Ln h lO r. � ao000omoohrLnUI H0) M 0)N a) PQ rD Ln Vp O m A O W N N U Q) 'n N O a � MOorwNcoo ow 041-1 W H O O cN CN O o o O L w S4 r ro0rMacoo inw 0a) rI N � ^ O O d� Ln CO OlO 0 M l0 10 h m M P4 M rl H W M M 41 o M M M M -rA rd 10 E >1 rdW H H M 0 bl ro x �4 .rA d� 00 O h o 'A H 0 0 0 H N o O O O O O a O O N O O AH w0WC> ww00cry) Wa0000000000 W M N er h O o m 0 0 0 In N O O O O H O O O O M v U) U) E-+ h m r i M M M 01 L O G AAwMHr-i00 Un Ln Ln HHr N rn i-� Fl Ol O N N w O 2 l0 N 00 r G H d rI l0 W V GL a) G J C� 4 O 0o0000r-Ir•IOOr-Iri ooarom000inr-1 4 O i o O 0 r l) o OD OD a O cr It 0 0 0 J+ O M O O O h w U to O N z [ ri 0C; h E•'a Ln Ln O O 4 c p 0U o a h 4 00 0 0 0 0 C0 O 0 W w o m M M M O OO Z W H H w 00 O 000 J-1 O NUN U M U 't Un N DO Ln Ln Ln w �ry m o ,p Ln Ln Oo N N M a) O A Ln N Ln O N N Ln lzP B r l0 l0 d Ol l0 r I U) rdQr Ri u (.y� w In v N NN M (p d+ rl rl N w MH ''d rd rdA P4 )4 U Ln Ln N "JI U w cP H Ln 00 . 0 r ri 61 N ri d' bl (d H G 04•r, 4�1 a) •rl 44 rtS U UC 0U b O •r1 O H U N x q �4 Pa m 4'd u a m r A rdr � w i Ln40 „ 3 � H mCq o rel 44 N o a F� I •Aj Q) G a) a) 0 nUU rlAx 0UUq 0 d�-! zt 0 uUi rdrl GA h U h U .i F14 .Q w N V .v H a) m a) m ? ) rd •rl 0 G �4 � 04 O app �4HHUH a) HH •r a) 44 rd a) rd P4 �, a) Q rd m � AP! rd > }4 �r 41 �4 C1 d G•' O a) r= -A � 1 �4 a) 1 0 � U 0 ::j rt G rd H V O a a) Q) r= U W m U E4 fd H a �4 0 U) La a) U G w q 'H w a) a) w w �4 U �4 a) .q m U aH 10H0UH �r . WU �4A44 A a) yr �1 � 0 11 a) a) Qa rd rd 41 0 5 5 Er Er Er (d H �4 t 4J b) U 44 G Z 41 G H G H m 0 0 0 0 0 0 P rd H a) H �A 10 m y rd a) X H () U •rl a) -A S4 �4 �4 �4 �4 W m 44 O •rl 41 Ul U) U �4 rd +) a) w W 44 U) �4 4J 44 44 44 44 44 m u U) m z �4 a) rd H rd .0 (1) �4 q w FD va) (d a) 00 v ba) �4 •ria) mao b, o H FC O a) H u q a) a) a) (D a) H q H M H U) O ?4 A rd 44 AJ q Ei � 44 U) FCO H D; rd 0 0 0 �j :j �j :j rd �4 rd X O a-1 •rl �A •r{ �4 � A AH > G4M H W H Q f2) Q V) FY4 FA U U) 4 &A4FCrA COPPELL RECREATION DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS SERIES 2014-$29,025,000 AS OF MAY 31,2017 DEPT AMOUNT OTHER TOTAL AMOUNT PAID AMOUNT AVAILABLE PROJECT NO ISSUED REVENUES FUNDS TO DATE ENCUMBERED FUNDS --------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- ------------------- CRDC-SALESTAX 632 COST OF ISSUANCE $178,867.04 $ 178,867.04 $ 178,867.04 $0.00 $0,00 COST OF INSURANCE $32,555.41 $ 32,555.41 $ 32,555.41 0.00 0.00 INTEREST INCOME/PREMIUM $ 1,196.468.24 A 1,196,468.24 0.00 0.00 1.196,468.24 ANDY BROWN PARK $ 15,000,000.00 6,200,000.00 D 21,200,000.00 20,193,697.87 1,402,698.63 (396,396.50) LIFE SAFETY PARK 3,025,000.00 2,018,088.78 C 5,043,088.78 5,772,976.01 133,593.43 (863,480.66) DRAINAGE-WOODRIDGE 2,200,000.00 (2,100,000.00) 100,000.00 26,702.53 9,917,47 63,380.00 STREETSCAPE 4,800,000.00 400,000.00 5,200,000.00 4,606,082.69 111,732.69 482,184.62 TRAILS 4,000,000.00 (3,500,000.00) B 500,000.00 375,725.71 25,807.54 98,466.75 ------------------------ ---------------------------------------------------------------------------------------------------------------------------- $29,025,000.00 $4,425,979.47 $33,450,979.47 $31,186,607.26 $1,683,749.76 $580,622.45 COPPELL RECREATION DEVELOPMENT CORPORATION SALES TAX REVENUE BONDS SERIES 2014-$29,025,000 AS OF MAY 31,2017 1 FOOTNOTE A AMOUNT OF INTEREST/SURPLUS EARNED $ 2,607,077.24 TRANSFERRED TO AB PARK (600,000.00) TRANSFERRED TO LIFE SAFETY PARK (810,609.00) 1,196,468.24 FOOTNOTE B TRAILS GRAPEVINE CREEK TRAIL $ 214,300.00 S.COPPELL TRAIL 187,233.25 401,533.25 FOOTNOTE C ADDITIONAL FUNDING SOURCES CRIME CONTROL(15%) $ - GENERAL FUND(15%) 603,739,89 INTEREST 1,414,348.89 2,018,088.78 FOOTNOTE D BONDS TRANSFERRED TO AB PARK DRAINAGE-WOODRIDGE $ 2,100,000.00 TRAILS** 3,500,000.00 5,600,000.00 **To be repaid through CRDC cash flows. I Ff E t i r 4 F OPLL r f F MEMORANDUM To: CRDC Board From: Mike Land, City Manager Date: July 12, 2017 Reference: Consider approval of Project Order#4 to the agreement with Gallagher Construction to allow Program Construction Management of the Coppell Arts Center in the amount of$476,000.00 and authorizing the CRDC President to sign. 2030: Community Wellness and Enrichment Introduction: Recall that on May 5, 2014 the CRDC Board approved the Master Agreement for Program Construction Manager Services with Gallagher Construction Company and on May 13,2014 the City of Coppell City Council did so as well. At that time there were two specific projects approved as part of that agreement, the redevelopment of Andy Brown Park Phase I (Project Order 91) and the renovation and expansion of the W.T. Cozby Library (Project Order#2). The Life Safety Park,while described as a project in their contract,was not specifically approved as Project 93 until July 8, 2014. Gallagher Construction Company, as with the above listed projects will provide services related to design, value engineering, management of design professionals, construction manager at risk coordination, project tracking and documentation, construction administration and inspections, substantial completion, acceptance, and closure of the Coppell Arts Center project. Gallagher will also assist in providing consulting in the design of the project during the pre-bidding and bid stages, assist in setting project deadlines and establish relationships with the project architect. Gallagher will provide guidance regarding the selection of the construction company to provide the best facility at the best price in compliance with state procurement laws. Once a construction method and contractor are selected, the Program Manager will fully participate in the pre-construction scheduling and construction coordination between the construction entity and the City. Gallagher will be responsible for construction reports and project schedule reporting. Also, Gallagher shall execute all change orders, amendments and field changes within scope of authority. Gallagher will oversee the Coppell Arts Center project through full acceptance of each identified project. 1 Analysis: Basic services provided by Gallagher as described within the original Master Agreement include and are not limited to: • Act as the Owners Agent throughout the life of the design and construction project • Producing Monthly Reports • Keeping the project on schedule and within budget • Document control • Project reviews with Architects and Construction Managers • Generating with Architects and Construction Manager project cost savings • Services during the bidding process • Project and Contract Administration • Field Observation throughout the project • Reviewing Pay Requests • Change order review • Review of As-Built Drawings, punch lists, Certificates of Completion and Transfer of Project to Owner There are many more components to the contract and the above is provided to just give you brief listing of their primary responsibilities. Gallagher reports directly to the City Manager's Office while also working with the appropriate Department Director whose project falls under their purview, in the case of the Coppell Arts Center for now, the City of Coppell Parks and Recreation Director, Brad Reid. Gallagher's contract and pricing structure is based on their master list of comprehensive services as they are engaged for each individual project through a Project Order. As each project is authorized by the CRDC a set price is established for the PM's service necessary to complete that particular project, in this case Project Order#4 for the Coppell Arts Center. As mentioned earlier the CRDC and City Council have approved the Master Agreement Gallagher Construction and Project Orders #l, 92 and 93 for the AB Park Phase I project totaling $694,400 (4.2% of the total budget of $16.5 million), Library renovation and expansion project totaling $168,640(3%of the total budget of$5.5 million) and$128,950 (2.3%of the total project cost of$5.5 million)for The Life Safety Park. The overall budget established for the Coppell Arts Center is a total of$14 million, all in including professional services and fees. Gallagher's proposed program service fee is $476,000.00. The equivalent of 3.4% of the total cost. This fee is a not-to-exceed amount unless approved change orders to the PM's Project Order are approved by the CRDC Board and City Council. Recall also that the City Council adopted a Reimbursement Resolution on Tuesday February 28,2017 with the understanding that any costs incurred prior to the actual construction of the Coppell Arts Center utilizing CRDC funds could be reimbursed. 2 Attached is the originally approved Master Agreement for Program Management Services between the City of Coppell and Gallagher Construction Company, LP, D/B/A Gallagher Construction Services. Legal Review: The Master Agreement was reviewed by City Attorney, Bob Hager on April 29, 2014. Fiscal Impact: The services included for Project Order 44 for the PM Services for the Coppell Arts Center total $476,000.00. Recommendation: Contingent on the City Council's approval of Project Order 94 on Tuesday July 11th, the City Manager's Office recommends approval of Project Order 94 with Gallagher Construction Company in accordance with the approved Master Agreement for Program Construction Manager Services for the Coppell Arts Center project in the amount of$476,000.00. 3 MASTER AGREEMENT FOR PROGRAM MANAGEMENT SERVICES BETWEEN CITY OF CQPPELL AND GALLAGHER CONSTRUCTION COMPANY, LP d/b/a GALLAGHER CONSTRUCTION SERVICES Dated: J, ._._. � dot TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ....................................................................................... .1 ARTICLE 2 REPRESENTATIONS.........................................................................................................8 2.1 Specific Representations......................................................................................8 2.2 Enumerated Representations Not Exhaustive......................................................9 ARTICLE 3 PROGRAM MANAGER'S PERFORMANCE:GENERAL PROVISIONS............................9 3.1 Standard Of Care..................................................................................................9 3.2 Owner's Agent.................................................... ..._....___.................................9 3,3 Time Of The Essence...........................................................................................9 3.4 Compliance With Applicable Laws,.............................._......................................9 3.5 Duty To Correct Defective Services......................................................................9 3.6 Program Manager's Performance Not Discharged By Duties Of Others.............10 3.7 Cooperation With Project Architect.....................................................................10 3.8 Program Manager Not To Perform Design Or Construction...............................10 ARTICLE 4 PROGRAM MANAGER'S BASIC SERVICES ..................................................................10 4.1 Generally............................................................................................................10 4.2 Consultation with Owner.....................................................................................10 4.3 Review Applicable Laws.....................................................................................10 4.4 Owner's Execution Plan.....................................................................................10 4.5 Monthly Reports..................................................................................................11 4.6 Attendance At Meetings......................................................................................11 4.7 Project Schedule................................................................................................11 4.8 Communications And Reporting.........................................................................12 4.9 Document Control...............................................................................................12 4.10 Maintain Construction Contract Documents.......................................................12 4.11 Preparation Of Design Schedule............... ........................................................12 4.12 Project Reviews With Project Architect............. .............. ....____........... ......12 4.13 Verify Project Architect's Insurance....................................................................12 4.14 Twice Monthly Meetings With Project Architect..................................................12 4.15 Review Cost-Saving Recommendations With Owner.........................................13 4.16 Review Geotechnical Reports.............................................................................13 4.17 Review and Certification Of Project Architect's Pay Requests............................13 4.18 Review Of Preliminary Design............................................................................13 4.19 Review of Design For Construction.....................................................................13 4.20 Services During Bidding......................................................................................13 4.21 Reducing Bid or Proposal Amounts....................................................................14 4.22 Notice To Proceed..............................................................................................14 4.23 Conduct Preconstruction Conference.................................................................14 4.24 Procurement Of Special Services.............. ...................................................._.14 4.25 Perform Owner's Obligations Under Construction Contract................................14 4.26 Permits And Licenses.........................................................................................15 4.27 Contractor's Bonds And Insurance Requirements..............................................15 428 Review Of Construction Schedule......................................................................15 4.29 Construction Schedule Updates.........................................................................15 4.30 Review Contractor's Schedules Of Values.........................................................15 4.31 Project Administration_..... ................................................................................16 4.32 Contract Administration By Project Architect.......................................................16 4.33 Job Site Meetings................................................................................................16 4.34 Review Of RFI's.................................................................................................. 16 4.35 Review Of Contractor's Pay Requests................................................................ 16 4.36 Change Order Review........................................................................................16 4.37 Testing And Startup............................................................................................17 4.38 As-Built Drawings...............................................................................................17 4.39 Owner Training...................................................................................................17 4.40 Punchlists And Defective Work ....................................................................... 17 4.41 Certificates Of Completion................ .............. ........................ ........................ 17 4.42 Transfer Of'Project To Owner............................................................................. 17 4.43 Claims Assistance..............................................................................................17 ARTICLE 5 ADDITIONAL SERVICES..................................................................................................17 5.1 Generally............................................................................................................ 17 5.2 Changes In The Project...................................................................................... 18 5.3 Incidental Costs.................................................................................................. 18 5.4 Owner's Insurance.............................................................................................. 18 5.5 Submission Of Documents To Reviewing Agencies..................................__.... 18 5.6 Negotiation Of Construction Contract.................................................................18 5.7 Review Of The Work....................................................................................... 18 5.8 Administration Of Construction Contract............................................................. 18 5.9 Owner Requested Services................................................................................ 18 ARTICLE 6 OWNER'S OBLIGATIONS OTHER THAN PAYMENT..................................................... 18 6.1 Provide Project Information................................................................................ 18 6,2 Owner's Representative..................................................................................... 19 6.3 Review Of Documents........................................................................................ 19 6.4 Access To The Site And The Work........................................................... ....- 19 6.5 Cooperation To Secure Permits.........................................................................19 6.6 Timely Performance...........................................................................................19 6.7 Owner's Reviews, Inspections,Approvals,And Payments.................................19 6.8 Program Manager's Notice Of Nonperformance.......... .....................................19 ARTICLE 7 PAYMENTS TO PROGRAM MANAGER..........................................................................19 7.1 Basis Of Compensation......................................................................................19 7.2 Taxes And Fees..................................................................................................19 7.3 Program Manager's Pay Request....._.................................. ............................20 7.4 Certification Relating To Pay Requests...............................................................20 7.5 Payment Of Pay Requests............... ............................__.................................20 7.6 Withholding Of Payment....................... 7.7 Disputed Pay Request......................................................................... ......21 7,8 Conditions Precedent To Payment............................................_..................._21 ARTICLE 8 CHANGE ORDERS ..........................................................................................................21 8.1 Owner's Authority To Order Changes.................................................................21 8.2 Reductions In Program Manager's Compensation.............................................22 8.3 Payment....... ...................................................................................... 22 8.4 Change Orders Final..........................................................................................22 ARTICLE 9 PERSONNEL,SUBCONTRACTORS AND CONSULTANTS...........................................22 4 9.1 Approval Of Program Manager's Subcontractors Required/ Required Subcontract Terms..............................................................................22 92 Program Manager Responsible For Acts of Subcontractors..............................22 9.3 Program Manager's Personnel...........................................................................22 9.4 Removal Of Personnel And Subcontractors.......................................................23 9.5 Employment Taxes.............................................................................................23 ARTICLE 10 PROJECT DOCUMENTS.................................................................................................23 10.1 Use And Ownership............................................................................................23 10.2 Availability Of Project Records To Owner...........................................................23 10.3 Maintenance Of Project Records........................................................................23 ARTICLE 11 INDEMNITY ......................................................................................................................24 ARTICLE 12 INSURANCE.....................................................................................................................24 12.1 Coverage Required,............................................................................................24 12.2 Owner As Additional Insured..............................................................................24 12.3 Certificates Of InsurancelCancellation Notice....................................................24 12.4 Subcontractor/Consultant Coverage...................................................................25 ARTICLE 13 SUSPENSION,........... ...............................................................................25 13.1 Owner's Right To Suspend.......... .................__.......... .............._...._25 13.2 Ceasing Performance Upon Suspension ...........................................................25 13.3 Resumption Of Work After Suspension..............................................................25 13.4 Claim For Costs Of Suspension.........................................................................25 ARTICLE 14 TERMINATION .__.......__...... ........ ...............................................................................25 14.1 Termination For Convenience............................................................................25 14.2 Ceasing Performance Upon Termination...........................................................26 14.3 Submission Of Termination Claim......................................................................26 14.4 Compensation For Termination For Convenience..............................................26 14.5 Termination For Cause.......................................................................................26 14.6 Erroneous Termination For Cause.....................................................................27 14.7 Completion By Owner And Survival Of Obligations............................................27 14.8 Termination By Program Manager.....................................................................27 ARTICLE 15 MISCELLANEOUS PROVISIONS....................................................................................27 15.1 Notices..............................................................................................................27 15.2 Successors And Assigns..................................................................................27 15.3 No Third Party Beneficiaries.............................................................................27 15.4 Severability........................................................................................................28 15.5 Headings...........................................................................................................28 15.6 Exhibits.................................................... ........................................ ................28 15.7 "Including".........................................................................................................28 15.8 Governing Law..................................................................................................28 15.9 Entire Agreement/Amendments In Writing.......................................................28 15.10 Hazardous Materials...............__...... ...............................................................28 15.11 Delays Beyond Reasonable Control.......... ...................................................._28 SCHEDULE OF EXHIBITS EXHIBIT"A1"SCHEDULE OF COMPENSATION EXHIBIT"A2" REIMBURSABLE EXPENSES EXHIBIT"B"PARTIAL WAIVER AND RELEASE OF CLAIM RIGHTS EXHIBIT"C"FINAL WAIVER AND RELEASE OF CLAIM RIGHTS 5 MASTER AGREEMENT FOR PROGRAM MANAGEMENT SERMICES This MASTER AGREEMENT FOR PROGRAM MANAGEMENT SERVICES (the "Agreement") is made and entered into by and between: City of Coppell ("Owner"), and Gallagher Construction Company, LP d/b/a Gallagher Construction Services, 3501 Token Dr., Suite 100, Richardson, TX 75082 ("Program Manager") On and after the Effective Date, rights and obligations hereunder shall accrue only in connection with a Project covered by a Project Order ("Project Order") executed by the Owner and the Program Manager, and then, only to the extent thereof. While the Owner intends to authorize the Program Manager from time to time to perform project management services for the Owner pursuant to Project Orders, nothing herein shall require the Owner to assign any specific Project to the Program Manager. A listing of all Projects that may be assigned to the Program Manager are identified in the Owner's Capital Improvement Plan ("CIP") which is available for review on the Owner's website, and the CIP is incorporated herein by this reference; provided, however, that the CIP is subject to modification by addition, deletion, or elimination, or revision at the Owner's sole discretion. The Owner reserves the right in its sole discretion to determine which Project assignments are appropriate to be performed by the Program Manager under this Agreement. Except as otherwise provided herein, Program Manager's Services in connection with a Project shall conclude one year following final completion of a Project covered by a Project Order unless otherwise provided in such Project Order or in an amendment thereto. The term of this Agreement shall commence on the Effective Date and shall conclude on upon completion of the projects listed within this Agreement. For and in consideration of the mutual promises,covenants and agreements set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, Owner and Program Manager agree as follows: 6KICLE 1 DEFINITIONS 1.1 "Additional Services"means those services,duties,obligations and responsibilities provided in any Project Order and/or Change Order. 1.2 "Applicable Laws" means all laws, statutes, ordinances, codes, regulations, rules, orders and resolutions of all national, administrative, state, local, municipal, and other governing bodies, relating to or affecting a Project, including environmental, health, safety, building, and employment laws. 1.3 "Basic Services" means all Services required of Program Manager by this Agreement, excepting only Additional Services. 1A "Change Order" means a written order to Program Manager executed by Owner in accordance with Article 8 of this Agreement authorizing and directing an addition to, deletion from, adjustment, revision, or a combination thereof, to the Services required of, or the compensation payable to, Program Manager or Project Order. 1.5 "Construction Contract": (a) "Construction Contract" means a contract between Owner and a Contractor for the performance of all or any portion of the Work for a Project, including all documents defined by such contract as "Contract Documents", all documents incorporated into such contract by reference,and all additional documents, if any, defined by such contract as constituting a part thereof. 1.6 "Construction Phase": (a)"Construction Phase" means the phase of a Project commencing upon the completion of the Design Phase, or any particular phase thereof if Owner has approved staging of the design in phases, or the award of the first Construction Contract for such Project, whichever occurs first, and ending upon Ownerrs execution of a Certificate of Final Completion for such Project; (b) in respect of a Design/Build Project, "Construction Phase" means the phase of a Project commencing upon the completion of the Design Phase, or any particular phase thereof if Owner has approved staging of the design in phases, and ending upon Owner's execution of a Certificate of Final Completion for such Project. 1.7 "Contractor": (a)"Contractor" means a person or entity, including, without limitation, general contractors, trade or specialty contractors, and construction managers, with whom Owner contracts for performance of all or part of the Work for a Project 1.8 "Design Contract": (a)"Design Contract" means a contract between Owner and a Project Architect or design professional for design of a Project and performance of related services, and includes all documents incorporated into such contract by reference and all documents defined by such contract as constituting a part thereof. 1.9 "Design For Construction" means the complete and final design, bid documents, and construction documents, including, without limitation, plans, drawings, specifications, manuals, related materials, and all addenda, changes, and modifications thereto, prepared or provided by a Project Architect or design profressional pursuant to a Design Contract for use in constructing a Project, or any particular phase thereof if Owner has approved staging of the design in phases, performing the Work for such Project,or such phase if applicable, and rendering such Project, or such phase if applicable,fully operational and usable for its intended purpose. 1.10 "Design Phase"means the phase of a Project commencing with the execution of a Design Contract for such Project, or Owner's authorization to commence design services for such Project,whichever occurs first, and ending upon completion of the Design for Construction for such Project, or any particular phase thereof if Owner has approved staging of the design in phases. 1.11 This Agreement shall become effective on the date it is executed by the last party to execute it (the "Effective Date"). 1.12 "Execution Pian" means the manual of processes and procedures adopted and utilized by Owner to monitor projects. 1.13 "Final Completion" means the completion of all Work required by, and in strict compliance with,the Construction Contract for a Project, including start-up,testing,permitting,and all preparations necessary to open and operate such Project for its intended purpose. 1.94 "Owner's Representative"means the individual named by Owner,in writing,to act on Owner's behalf in the administration of this Agreement. 1.15 "Preliminary Design"means all design documents constituting the preliminary design of a Project as required by and defined in the Design Contract for such Project. 1.16 "Project" means a city facility or other facility design and construction or renovation or addition undertaking. 1.17 "Project Architect": (a)"Project Architect" means a person or entity with whom the Owner contracts for design of a Project and performance of related services. 1.18 "Reimbursable Expenses" means, and shall be limited to, those items set forth in Exhibit"A",attached hereto. 1.19 "Services"means all the services,duties,obligations and responsibilities required of Program Manager pursuant to the terms of this Agreement. 1.20 "Subcontractor"means any person or entity hired by Program Manager to perform any portion of the Services. 1.21 "Substantial Completion": (a)"Substantial Completion" means that point at which, as certified in writing by the Project Architect, a Project is at a level of completion in strict compliance with the Construction Contract such that the Owner can enjoy beneficial use or occupancy, and can use or operate it in all respects,for its intended purpose. 1.22 "Value Engineering"means the detailed analysis of systems,equipment, materials, services,facilities,and supplies required by Construction Contract for the purpose of achieving the desired and essential functions of Owner's Project at the lowest Life Cycle Cost consistent with required and necessary performance,reliability,qualityand safety. "Life Cycle Cost" means the sum of all costs of a Project over its useful life,and includes the cost of design,construction,acquisition, operation, maintenance, and salvage/resale value. 1.23 "Work" means any and all labor, supervision, work, supplies, fixtures, furnishings, vehicles, equipment, services, tools, materials, computers, utilities, items, documents and things required by a Construction Contract to construct,test,certify,permit and render a Project,and every component thereof, operational and usable for its intended purpose. ARTICLE 2 REPRESENTATIONS 2.1 Specific Representations. By executing this Agreement and undertaking to perform its services gander a Project Order, Program Manager makes the following express representations to Owner upon which Owner may fully rely: 2.1.1 Program Manager is professionally qualified to act as Program Manager for the Project and has authorizations necessary to act as Program Manager for the Project and to perform the Services required hereunder. 2.1.2 Program Manager has become familiar with the local conditions under which the Project is to be implemented. 2.1.3 Program Manager has the skill, capability and experience, including sufficient qualified and competent personnel, to effectively, efficiently and timely perform the Services and manage the Project, and Program Manager will continuously furnish sufficient personnel to progress the Project and perform the Services in a timely and proper manner. 2.1.4 Program Manager shall comply with all Applicable Laws governing the performance of the Services. 2.1.5 Program Manager assumes full responsibility to Owner for the acts and omissions of its officers, employees, agents, Subcontractors, consultants, and others employed or retained by it in connection with the Project and performance of the Services. 2.2 Enumerated Re resentations Not Exhaustive. Nothing contained in this Article 2 shall in any manner supersede, limit, or restrict any other duty, responsibility, representation, or warranty created by this Agreement or by law. ARTICLE 3 PROGRAM MANAGER'S PERFORMANCE: GENERAL PROVISIONS 3.1 Standard Of Care. Program Manager shall perform all Services at a level, and to a standard of care, consistent with the standards and quality prevailing among recognized Project and construction management firms of superior knowledge, skill and experience engaged in Projects of similar size and complexity. Program Manager shall carry out and complete all Services in an efficient,thorough,timely and economical manner,and in strict accordance with the terms of this Agreement. 3.2 Owner's Agent. Program Manager shall be Owner's agent in performing the Services, shall promote and protect Owner's interests, and shall have a fiduciary obligation of undivided loyalty and trust to Owner in connection therewith. Unless otherwise directed by Owner in writing, the Program Manager shall act as Owner's agent to the Project Architect and Contractor. 3.3 Time Of The Essence. Program Manager acknowledges that time is of the essence to the Project and in the performance of Program Manager's Services. Program Manager shall perform and complete the Services in a timely manner in accordance with the Project Schedule. 3.4 Compliance With Applicable Laws. Without assuming the responsibility of the Project Architect for the accuracy, adequacy and completeness of design, and without assuming the responsibility of the Contractor, Program Manager shall reasonably ensure that the Project is designed and constructed in a manner to meet the requirements of all Applicable Laws. Program Manager shall immediately report to Owner in writing any known actual or potential violation of any Applicable Law by any person or entity, including, without limitation, the Project Architect and the Contractor. 3.5 Duty To Correct Defective Services. Program Manager shall promptly correct any errors, omissions, and deficiencies in its performance of the Services, at its own cost and without additional compensation or reimbursement, and Program Manager shall not be compensated for performing any Services necessitated by its failure to perform in accordance with this Agreement. 3.6 Program Manager's Performance Not Discharged By Duties Of Others. Program Manager's Services under this Agreement shall not be changed, altered, discharged, released or satisfied by any duty, obligation or responsibility of a Project Architect or a Contractor. Program Manager is not a third-party beneficiary of any agreement by and between Owner and a Project Architect or Contractor. It is expressly acknowledged and agreed that Program Manager's Services to Owner are independent of, and are not diminished by, any duties owed to Owner by any Project Architect, Contractor or other third party. 3.7 Cooperation With Project Architect, Program Manager shall cooperate fully with the Project Architect with respect to the duties, obligations, responsibilities and services of such Project Architect, including those set forth in any applicable Design Contract. Such duty of cooperation shall include, as the Project Architect's needs may require, furnishing information and documents to, meeting with, and consulting with, the Project Architect with respect to inspection, testing and analysis of any Work. 3.8 Program Manager Not To Perform Design Or Construction. Unless expressly authorized in writing by Owner's Representative, neither Program Manager nor any subsidiary, affiliate, or any subcontractor of the Program Manager or joint venture partner of Program Manager shall perform, or enter into any agreement to perform, any design or construction work. in connection with the Project. ARTICLE 4 PROGRAM MANAGER'S BASIC SERVICES 4.1 Generally. During the planning, design and construction of the Project, and at all times relevant thereto,without assuming the responsibility of the Project Architect for the accuracy, adequacy and completeness of design, and without assuming the responsibility of the Contractor, Program Manager shall perform the Basic Services set forth in, or reasonably implied by or inferable from,this Article 4. Unless Owner directs otherwise in writing, and except as otherwise provided in this Agreement, Program Manager shall perform such Basic Services until construction of the Project is complete. Program Manager agrees to and accepts this scope of Basic Services. 4.2 Consultation with Owner. Program Manager shall consult in detail with Owner in order to: (a) Review Owner's existing facilities as applicable to the scope the Project; (b) Learn Owner's needs and objectives; (c) Review Owner's design, construction, budgetary, cash flow and operational requirements;and (d) Review educational specifications. 4.3 Review Applicable Laws. Program Manager shall review all Applicable Laws and notify Owner's Representative in writing of any areas that may be of concern, difficulty in compliance, or violation thereof. 4.4 Owner's Execution Plan. Program Manager shall review and comply with Owner's Execution Plan. 4,5 Monthly Reports. Program Manager shall prepare and submit to Owner's Representative on the tenth day of each month a written report summarizing the progress of the Project during the preceding month(the"Monthly Report"). Such Monthly Report shall set forth, in detail reasonably satisfactory to Owner,significant facts and events occurring during the preceding month, such that Owner will be fully informed of the progress of the Project. The Monthly Report shall describe any problems or obstacles that may adversely affect the budget or schedule of the Project or the quality of design and construction work being performed. The Monthly Report shall include,without limitation,the following: (a) An update of the Project Schedule,which shall identify any delays to the Project,as well as the cause and extent of such delays, and shall make recommendations for eliminating or minimizing such delays and the effects thereof; (b) Updates of the Project budget and cash flow analysis, subdivided into design and construction phases for the Project, showing costs incurred in the preceding month as well as month-by-month projection and forecast of future anticipated costs and payments by Owner; (c) A summary of all change orders approved for the Project during the preceding month,which summary shall indicate the cost and cause of each such change order, and shall give the cumulative total costs of all change orders approved to date for the Project,expressed in gross dollars and as a percentage of the Construction Contract price; (d) A summary of all requests or claims for additional compensation or time extensions received from the Project Architect or Contractor. 4.6 Attendance At Meetings. Program Manager shall attend such meetings as Owner's Representative requests, and shall attend any and all other meetings as necessary to protect the interests of the Project and the Owner. In addition to all meetings Program Manager is otherwise required to attend pursuant to this Agreement, Program Manager shall schedule and attend meetings with the Architect, the Contractor and others that Program Manager, in the exercise of its professional judgment, deems necessary or in the interests of the Project or Owner. Program Manager shall forward meeting minutes of each meeting attended within forty-eight (48) of the conclusion of the meeting. Program Manager shall give Owner not less than forty- eight (48) hours prior written notice of any meeting scheduled by Program Manager. Owner shall give Program Manager not less than forty-eight (48) hours prior notice of any meeting scheduled by Owner. 4.6.1 Prepare And Distribute Meeting Minutes. At every meeting Program Manager attends, Program Manager shall keep written minutes of the meeting and distribute typed copies of same to Owner and all in attendance at such meeting, as well as anyone else Program Manager believes, in the exercise of its professional judgment, should review such minutes. 4.7 Project Schedule. Program Manager shall prepare and submit to Owner's Representative within thirty(34)days of receipt of a Project Order,a schedule forthe Project in such form as Owner may require (the "Project Schedule"). The Project Schedule shall establish and show milestones, including start and finish dates,for critical phases and events in the design and construction of the Project. Program Manager shall continually update the Project Schedule throughout the duration of the Project. 4.7.1 Notice Of Delays To Project Schedule. Program Manager shall, in writing, immediately notify Owner's Representative of delays or anticipated potential delays and make recommendations for eliminating or minimizing such delays and the effects thereof. 4.$ Communications And Reporting. All communications from Program Manager to Owner, excepting only ordinary and routine communications, shall be in writing and shall be directed to the Owner's Representative with copies to such other persons as may be deemed from time to time. 4.9 Document Control. Program Manager shall be responsible for the Owner's document control for the Project, including reviewing all documents received by Owner and Program Manager, copying and distribution of documents as necessary, and storage and retrieval of documents. Program Manager shall confirm that the Owner receives all documents required to be submitted to the Owner and that the Owner acquires copies of all documents that it is in the Owner's interest to receive. 4.10 Maintain Construction Contract Documents. Program Manager shall maintain on behalf of, and for use by, Owner a complete and current set of all documents comprising or incorporated in the Construction Contract for the Project. 4.11 Preparation Of Design Schedule. Program Manager shall,within thirty(30)days of the notice to proceed to the Architect for a particular Project, prepare a design schedule for such Project. Program Manager shall monitor all design schedules throughout the Project and shall notify Owner in writing of any delays in the Design Phase,and shall make recommendations to Ownerfor eliminating or minimizing such delays and the effects thereof. 4.12 Project Reviews With Project Architect. Upon execution of a Design Contract, Program Manager shall meet with the Project Architect to review the Project Analysis, the design criteria, the Project budget, the design schedule, the Project Schedule, Applicable Laws affecting the Project, and channels for communications and reporting. 4.13 Verify Project Architect's Insurance. Program Manager shall review all insurance certificates and policies submitted by the Project Architect for compliance with the Design Contract, and shall seek compliance by the Project Architect where necessary. Program Manager shall verify such compliance to Owner in writing. Program Manager shall not permit the Project Architect to commence or continue with performance or provision of design services if the Project Architect is not in full compliance with insurance requirements, but shall immediately notify Owner in writing of such noncompliance. 4.14 Twice Monthly Meetings With Project Architect. During the Design Phase of the Project, Program Manager shall meet not less than twice every month with the Project Architect and Owner to review the progress of design work and identify any delays or potential delays to the design schedule, deviation from Owner's design and budget criteria, and constructability problems. 4.14.1 Identify Potential Cost Savings. During and after such meetings,. Program Manager shall study and evaluate the construction materials, building systems, and equipment called for in the design for the purpose of identifying any potential savings that may be achieved through Value Engineering, commonality or similarity of materials and equipment, procurement by Owner, bulk purchasing and economies of scale. Program Manager shall also evaluate the design for the purpose of achieving maximum efficiency and cost-effectiveness in construction and installation, future expandability of the Project, Life Cycle Costs, ease of maintenance, and economy of operation. 4.15 Review Cost-Savinq Recommendations With Owner. Program Manager shall consult with Owner regarding all potential cost-saving measures recommended or identified by Program Manager. Upon Owner's written authorization, Program Manager shall implement, or direct implementation of, such cost-saving measures as Owner approves. 4.16 Review Geotechnical Reports. Program Manager shall review all geotechnical reports submitted in a timely manner and promptly report to Owner in writing any impact upon cost or timely completion indicated by such reports, along with Program Manager's recommendation for cost savings and avoidance of delay. 4.17 Review And Certification Of Proiect Architect's Pay Requests. Program Manager shall review each pay request submitted by a Project Architect and, within seven (7) days of receiving same, certify to Owner the amount that, in Program Manager's professional judgment, is due such Project Architect pursuant to the applicable Design Contract. Such certification by Program Manager shall be a representation to Owner that the amount certified is currently owed to such Project Architect under the terms of the Design Contract and that the Program Manager knows of no reason why any portion of such amount should be withheld. 4.18 Review Of Preliminary Design. Program Manager shall review the Preliminary Design for the Project upon submission by the Project Architect and shall evaluate same for completeness, accuracy, clarity, compliance with Project requirements, compliance with Owner's design criteria and budget, errors and omissions, coordination of drawings, constructability and compliance with Applicable Laws. 4.19 Review Of Desiqn For Construction. Program Manager shall review the Design for Construction for the Project upon submission by the Project Architect and shall evaluate same for completeness, accuracy, clarity, compliance with Project requirements, compliance with Owner's design criteria and budget, errors and omissions, coordination of drawings, constructability and compliance with Applicable Laws. 4.20 Services During Bidding. During the bidding or proposing for construction of the Project, Program Manager shall perform the following services: 4.20.1 In consultation with Owner and,if applicable,the Project Architect,prepare all necessary bid and proposal forms and documents. 4.20.2 In consultation with Owner, prepare and publish advertisements for bids or proposals for construction. In scheduling bid or proposal dates, Program Manager shall monitor the local construction market, noting in particular the bid or proposal dates of other significant construction projects. To the fullest extent possible consistent with Owner's scheduling needs, Program Manager shall avoid setting bid or proposal dates for the Project which conflict with bid or proposal dates for other construction projects in the area, it being Owner's desire to have the maximum possible interest in bidding or proposing on its Project. 4.20.3 As necessary, or upon request by Owner, in compliance with state law concerning procurement,stimulate bidder or offeror interest by direct contact with qualified contractors and construction managers and designlbuilders. 4,20.4 Monitor and expedite the bidding or proposal process by tracking recipients of bid or proposal documents, obtaining and facilitating answers to bidders' or offerors' questions and furnishing necessary information, and facilitating the issuance of addenda. 4.20.5 Assist the Project Architect in preparing addenda in consultation with the Owner, as necessary. Review all addenda for accuracy and completeness, compliance with Project criteria, constructability and impact on the construction schedule and cost, and report any significant cost or schedule impacts and any problems and areas of concern to Owner priorto issuance of addenda. 4.2.0.5 Analyze all bids or proposals received for completeness, responsiveness, price and compliance with bid bond requirements. 4.20.7 Investigate the background of all bidders orofferors,including such bidders' or offerors' experience in the local construction market, experience in construction, and if applicable, design, of applicable projects, qualifications to construct, and if applicable, design, the Project being bid or proposed,financial and bond capacity, and claims history. This shall include a review a list of proposed subcontractors and suppliers. 4.20.8 In consultation with the Owner, evaluate bids or proposals and make recommendations regarding selection of the Contractor. 4.21 Reducing Bid or Proposal Amounts. In the event that the lowest acceptable bid or proposal for construction of a Project, exceeds the construction portion of the Project budget, Program Manager shall, in consultation with the Owner, negotiate with the lowest responsible, responsive bidder or offeror to lower the bid or proposal to an amount acceptable to Owner. If such negotiations are unsuccessful in lowering the bid or proposal to an amount acceptable to Owner, Program Manager shall, in cooperation with the Project Architect if applicable,advise Owner on means of Value Engineering or lowering the cost of construction and,if applicable, design. Program Manager shall assist in implementing any measure decided upon by Owner to achieve such savings. 4.22 Notice To Proceed. Program Manager shall prepare and, after obtaining Owner's written approval, issue the notice to proceed to the Contractor. 4.23 Conduct Preconstruction Conference. Program Manager shall conduct a preconstruction conference with the Project Architect and the Contractor for the ,purpose of reviewing any special requirements related to site access, safety, coordination with city activities, communications and reporting procedures, scheduling, submittals, pay requests, change orders, inspections and any other matters relevant to the performance of the Program Manager, Project Architect, and Contractor. 4.24 Procurement Of Special Services. Program Manager shall, as Owner's agent, procure,coordinate and supervise the services of surveyors,testing laboratories,and other special consultants required for the Project. Program Manager shall monitor all test results and notify Owner and Project Architect in writing of any known or observed problems. 4.25 Perform Owner's Obligations Under Construction Contract. Unless otherwise directed by Owner, Program Manager shall coordinate with Owner to schedule, coordinate, assist with and facilitate the performance of, all of Owner's duties under the Construction Contract. In addition, and without limiting the generality of the foregoing, and any provision hereof to the contrary notwithstanding, the Program Manager shall perform, as Basic Services, all of the duties of the "Owner's Representative." Program Manager shall coordinate with Owner to schedule and coordinate the procurement, delivery and security of any materials, furnishings and equipment to be furnished to the Project or any Project by Owner. Nothing contained herein shall be construed to permit the Program Manager to give final approved without the consent of the Owner. 4.26 Permits And Licenses. Program Manager shall confirm that all permits and licenses that are required by contract or law are obtained. Program Manager shall not permit the Contractor to perform any Work requiring a permit or license unless the permit or license has been obtained. 4.27 Contractor's Bonds And Insurance Requirements. Program Manager shall review all insurance certificates and policies, payment bonds and performance bonds submitted by the Contractor for compliance with requirements of the Construction Contract, and Program Manager shall maintain on file copies of same. Program Manager shall verify to Owner in writing Contractor compliance with such requirements. Program Manager shall not permit any Contractor to commence or continue with performance of the Work or Construction Contract if such Contractor is not in compliance with all insurance and bond requirements, but shall immediately notify Owner in writing of such noncompliance. 4.28 Review Of Construction Schedule. Program Manager shall review the construction schedule submitted by the Contractor. Program Manager shall verify that such schedule is reasonable and practical and conforms with the requirements of the Construction Contract and the Project Schedule, and Program Manager shall represent same to Owner in writing prior to approving Contractor's use of such construction schedule. Program Manager shall furnish Owner a summary of the construction schedule showing the Contractor's critical path logic, and shall keep the construction schedule and updates thereof available for Owner's use and review. When approved by Program Manager, a construction schedule shall be a basis for measuring progress of a Project and payment to the Contractor. 4.29 Construction Schedule Updates. Program Manager shall obtain and review all monthly updates of the construction schedules. Program Manager shall verify that such updates are consistent with the actual progress of construction as observed by Program Manager. Program Manager shall notify Owner in writing if an update indicates slippage in a construction schedule or delays to Project completion, and shall make recommendations for eliminating or minimizing such delays and the effects of same,as well as appropriate withholding of payment from the Contractor pursuant to the Construction Contract. 4.30 Review Contractor's Schedules Of Values. Upon receipt from the Contractor, Program Manager shall examine the Contractor's schedule of values together with all supporting documentation that may be required by the Construction Contract. The purpose of such examination shall be to protect Owner from an unbalanced schedule of values which allocates greater value to certain elements of the Work than is indicated by such supporting documentation, or than is reasonable under the circumstances. If the schedule of values is not found to be appropriate, or if the supporting documentation is deemed to be inadequate, Program Manager shall notify Owner and the Project Architect in writing. After making its examination, if the schedule of values is found by Program Manager to be appropriate as submitted, or if necessary, as revised, Program Manager shall sign the schedule of values thereby indicating its informed belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Construction Contract price to the Contractor. Program Manager shall not sign such schedule of values in the absence of such belief. 4.31 Project Administration. Program Manager shall provide a management team to administer the Projects as an agent of Owner. Program Manager shall promptly notify Owner in writing of any known material breach of a Construction Contract by a Contractor and shall take all steps necessary to remedy such breach and to minimize or eliminate the effect of such breach on the timely and proper completion of the Work. Program Manager shall coordinate communication between all parties involved in construction of the Project. Program Manager shall monitor all construction activities and, through Owner's Representative and, where applicable, coordinate same with activities and functions and other needs of the Owner. 4.32 Contract Administration By Project Architect. Program Manager shall monitor the performance of Construction Contract administration duties by the Project Architect, including, without limitation, the timeliness of the Project Architect's review of submittals, change orders and Contractor pay requests. Owner may require Program Manager to perform, as an Additional Service unless set forth elsewhere in this Agreement as a Basic Service, all contract administration duties that would otherwise be performed by the Project Architect. 4.33 Job Site Meetings. Program Manager shall schedule and conduct regular job- site meetings with the Project Architect, Contractor, and, as necessary, major subcontractors. Such meetings shall be scheduled and held with such frequency as may be appropriate for the Project but in no event less frequent than monthly. The purpose of such meetings shall be to address all matters and issues relating to quality, quantity and progress of the Work. Program Manager shall prepare and deliver to Owner and all in attendance at such meeting detailed minutes of same. 4.34 Review Of RFI's. Program Manager shall review all requests for information and interpretation submitted by Contractors. Where appropriate, Program Manager shall provide information to Contractors on behalf of Owner. With respect to any interpretation, rendered by the Project Architect, of a requirement of the Construction Contract, Program Manager shall carefully review such interpretation and shall immediately advise Owner in writing if Program Manager disagrees with any such interpretation. Program Manager shall maintain a log of all requests for information and interpretation, which shall record the date of receipt of,a description of,and date of response to,each request. 4.35 Review Of Contractor's Pay Requests. Program Manager shall review each Contractor pay request upon receipt from the Project Architect, and shall certify to Owner the amount that, in Program Manager's professional judgment, is due the Contractor. Program Manager shall notify Owner in writing of any disagreement with the Project Architect's certification and any reasons for such disagreement. Program Manager's certification of any Contractor pay request shall be a representation to Owner that the amount certified is currently owed to the Contractor under the terms of the Construction Contract and that Program Manager knows of no reason why any portion of such amount should be withheld in accordance with the Construction Documents. 4.35 Change Order Review. Program Manager shall review all potential change order requests, change orders or proposals submitted, and, within ten (1 D) days after receipt thereof, or more expeditiously if necessary to avoid delay to the construction schedule, shall, after consultation with the Project Architect, advise Owner in writing as to the cause, necessity, purpose, advantages and disadvantages, likely cost, likely effect on the construction schedule and the Project Schedule and all other impacts and problems that may result from the issuance or non-issuance of a change order. Program Manager shall advise Owner of any reasonable alternatives to the change order request or proposal, and shall recommend a course of action. Program Manager shall negotiate, on Owner's behalf, cost increases and decreases and time extensions resulting from each change orderwith the party requesting the change order. Program Manager shall maintain a log of all change order requests and proposals, the amounts of same, all actions taken thereon, and the dates thereof. 4.37 Testing And Startup. Program Manager shall observe the testing and startup of all utilities, systems and equipment and shall report the results of same to Owner in writing. Program Manager shall deliver to Owner all written material such as operations and maintenance manuals for all equipment, and all warranties and guaranties required by the Construction Contract. 4.38 As-Built Drawings. Program Manager shall review all as-built drawings and shall certify to Owner that all as-built drawings are adequate and complete based on the Program Manager's investigation, knowledge and belief. 4.39 Owner Training. Program Manager shall arrange for training of Owner's personnel in the maintenance and operation of all equipment and systems. 4.40 Punchlists And Defective Work. Program Manager shall assist Owner and Architect in the preparation and enforcement of all punchlists and other itemizations of defective or incomplete Work. Program Manager shall report to Owner on a weekly basis the Contractor's progress in curing and completing punch Iist Work. 4.41 Certificates Of Completion, Program Manager shall review all certificates of Substantial Completion and Final Completion issued by the Project Architect. Program Manager shall immediately notify Owner in writing if Program Manager disagrees with any such certificate and shall state the reasons for such disagreement. 4.42 Transfer Of Project To Owner. Program Manager shall assist Owner in the transfer of the completed Project to Owner. Such assistance shall include, without limitation, procuring keysto the Project,transfer of Project security, obtaining the certificate of occupancy and all other matters relating to Owner's initial occupation and possession of the Project. 4.43 Claims Assistance. Program Manager shall review and evaluate any and all claims for additional compensation or time extensions submitted by the Contractor or the Project Architect. Program Manager shall consult with Owner with respect to the nature, basis and merits of such claims. If requested by Owner in writing, Program Manager shall negotiate such claims with the claimant on Owner's behalf. ARTICLE 5 ADDITIONAL SERVICES 5.1 Generally. During the planning, design and construction of the Project, and at all times relevant thereto, Program Manager shall perforin the services, duties, obligations and responsibilities set forth in, or reasonably implied by or inferable from, this Article 5, if authorized and directed by written Change Order and/or Project Order executed by Owner pursuant to Article 6 herein. Program Manager agrees to and accepts this scope of Additional Services. 5.2 Changes In The Project. Program Manager shall perform such services as may reasonably be required due to significant changes made in the Project after execution of a Project Order for the Project. 5.3 Incidental Costs: Any fee schedule for incidental costs(ie, couriers) may be developed and included in the Project Orders. 5.4 Owner's Insurance. Program Manager shall, in cooperation with Owner's risk management representative, determine Owner's insurance needs for the Project and assist Owner as needed in procuring necessary coverage. 5.5 Submission Of Documents To-Reviewing_ Agencies. Program Manager shall ensure that all required submissions of documents to reviewing agencies, both governmental and otherwise, are complete, timely and in compliance with the requirements of such agencies. 5.6 Negotiation Of Construction Contract. Program Manager shall assist Owner in negotiating the Construction Contract with the Contractor selected by Owner. Nothing herein shall be construed to indicate that the Program Manager shall be engaged in the practice of law, or the giving of legal advice. 5.7 Review of The Work. Without assuming the responsibility of the Project Architect for the accuracy, adequacy and completeness of design,and without assuming the responsibility of the Contractor, Program Manager shall review construction Work to determine the quality and quantity of the Work performed in comparison to the requirements of the Construction Contract, it being the intention of the parties and a requirement of the Construction Contract that all Work be performed in strict accordance with the requirements thereof. Within two (2) days after any such inspection, Program Manager shall report to Owner in writing any deficient or nonconforming Work and any facts and circumstances observed or discovered that are detrimental or potentially detrimental to the Project or Owner's interests. 5.8 Administration of Construction Contract. Without assuming the responsibility of the Project Architect for the accuracy,adequacy and completeness of design,and without assuming the responsibility of the Contractor, Program Manager shall perform additional Construction Contract administration duties, beyond those required as Basic Services, including, without limitation, regular reviews of the Work, review of submittals, evaluation of requests for change orders, review and certification of Contractor pay requests, certification of Substantial Completion and Final Completion, and such other contract administration duties as Owner may request. 5.9 Owner Requested Services. Program Manager shall perform such other services related to the Project and the intent of this Agreement as Owner may reasonably request. ARTICLE 6 OWNER'S OBLIGATIONS OTHER THAN PAYMENT 6.1 Provide Project Information. Owner shall provide Program Manager with adequate information regarding Owner's requirements for the Project, including any desired or required schedules and any budgetary requirements. 6.2 Owner's Representative. The Owner's Representative is City Manager or Designee as set forth in such Project Order. Such individual shall serve as Owner's Representative for the duration of the Project unless replaced by Owner, with written notice of such replacement furnished to Program Manager. Owner's Representative is the only representative of Owner entitled to act on behalf of Owner with respect to this Agreement and the requirements hereof. However, Owner's Representative does not have authority to waive or modify any requirement, condition or term of this Agreement. 6.3 Review Of Documents. Owner shall review any documents submitted by Program Manager requiring Owner's decision and shall render any required decisions pertaining thereto. 6A Access To The Site And The Work. Owner shall provide Program Manager access to the Project site and to the Work as necessary for Program Manager to perform this Agreement. 6.5 Cooperation To Secure Permits. Owner shall cooperate with Program Manager in securing any necessary licenses, permits, certificates, approvals or other necessary authorizations for the construction and occupancy of the Project. 6.6 Timely Performance. Owner shall perform those obligations set forth in the Agreement in a reasonably expeditious fashion so as to permit the orderly progress of Program Manager's Services and the Project. 6.7 Owner's Reviews, Inspections, Approvals, And Payments. Owner's review, inspection, or approval of any Preliminary design, Design for Construction,Construction Contract, any other design or construction documents,any Work,any schedules,or any documents prepared or submitted by Program Manager shall be solely for the purpose of determining whether same are generally consistent with the Project and Owners requirements. No review, inspection, or approval by Owner of such Designs, Work or documents shall relieve Program Manager of its responsibility for the strict performance of its obligations under this Agreement or for the accuracy, adequacy, fitness, suitability, or coordination of its Services and work product. Payment by Owner pursuant to this Agreement shall not constitute a waiver of any of Owners rights under this Agreement or at law. 6.8 Program Manager's Notice Of Nonperformance. If Program Manager believes that Owner is failing, or has failed, to perform properly and timely any of Owner's obligations hereunder, Program Manager shall promptly furnish written notice of same to Owner. ARTICLE 7 PAYMENTS TO PROGRAM MANAGER 7.1 Basis Of Compensation. Owner shall pay, and Program Manager shall accept, as full and complete compensation for Program Manager's assumption and performance of all of the Basic Services required herein, the sum of(a)the Program Manager's Fee,for the period of time and to the extent of the utilization of personnel set forth in a Project Order and (b) the Program Manager's Reimbursable Expenses as allowed by Exhibit "Al" and Exhibit "A2", and reasonably incurred in furtherance of the Project. 7.2 Taxes And Fees. The Program Manager's compensation shall be deemed to include, and Program Manager shall be responsible for payment of, all federal, state and local taxes, assessments and fees related to this Agreement and the performance thereof which are enacted and effective as of the date of this Contract. 7.3 Program Manager's Pay Request. On or before the fifth day of each month after Program Manager commences performance of its services pursuant to a Project Order, Program Manager shall submit to Owner a request for payment("Pay Request")for the Services performed by Program Manager through the last day of the Program Manager's last two-week pay period of the preceding month. Pay Requests shall be in such form and with such supporting data as Owner may require. In its Pay Request, Program Manager may request payment for that portion of the Program Manager's compensation earned and not previously paid through the pay period covered by the Pay Request. The Pay Request shall be supported by such documentation as Owner may require. Copies of paid receipts for expenses for which Program Manager seeks payment shall be furnished as part of the Pay Request. Unless otherwise directed by Owner's Representative,Pay Requests shall be submitted to Owner's Representative for approval. 7A Certification Relatinq To Pay Requests. Each Pay Request shall bear the signature of Program Manager's Project Coordinator, which signature shall constitute Program Manager's representation to Owner that the Services indicated in the Pay Request have progressed to the level indicated and have been properly and timely performed as required herein, that the Reimbursable Expenses included in the Pay Request have been actually,reasonably and properly incurred, that all obligations of Program Manager covered by prior Pay Requests have been paid in full, and that, to the best of Program Manager's knowledge, information and informed belief, the amount requested is currently due and owing, there being no reason known to Program Manager that payment of any portion thereof should be withheld. Submission of Program Manager's Pay Request for final payment shall further constitute Program Manager's representation to Owner that, upon receipt from Owner of the amount requested, all obligations of Program Manager to others incurred in connection with the Project, will be paid in full. In'the event that Owner becomes credibly informed that any of the foregoing representations by Program Manager are wholly or partially inaccurate,Owner may withhold payment of sums then or in the future otherwise due to Program Manager until the inaccuracy, and the cause thereof, is corrected to Owner's reasonable satisfaction. 7.5 Payment Of Pay Requests. Owner shall make payment to Program Manager of all sums properly invoiced and approved under the provisions of this Article 7, less any withheld amount authorized by this Agreement and less any amounts owed by Program Manager to Owner, not more than thirty (30) days following Owner's receipt of the Pay Request, provided that the Pay Request is in proper order, is supported by all required documentation, and that all conditions precedent to payment have been satisfied; otherwise,the time for payment of such Pay Requests shall be extended by the amount of time required to cure such deficiencies. 7.6 Withholding Of Payment. Any provision hereof to the contrary notwithstanding, Owner shall not be obligated to make a payment or payments to Program Manager otherwise due or thereafter to become due, to the extent that any one or more of the following conditions exists: (a) Program Manager's Pay Request is not in the form or supported by the documentation required by this Agreement; (b) Program Manager is in default of any of its obligations hereunder or under the applicable Project Order; (c) Any part of such payment is attributable to performance by Program Manager which Owner adjudges to be deficient or not conforming with the requirements of this Agreement or the applicable Project Order;provided,however,that payment shall be made as to the part thereof attributable to performance which is rendered in accordance with this Agreement or the applicable Project Order and is notdeficient, subject to other provisions hereof; (d) Program Manager has failed to make payments promptly to its Subcontractors, consultants, employees„ or others performing Services in connection with the Project in accordance with any agreement therefore, or any person has filed a claim that Program Manager has failed to make payments due to such person; or (e) Any person has asserted a claire against Owner in whole or in part on account of alleged acts or omissions of Program Manager. In the event that any of the foregoing conditions exist, Owner shall be entitled to retain from any sum then due or thereafter to become due an amount sufficient in the judgment of Owner to satisfy, discharge, and defend against such claims, to make good any losses, prospective losses, costs, attorney's fees, and other expenses which may result from the existence of such conditions. 7.7 disputed Pay Request. In the event Owner's Representative disagrees with or questions all or any portion of any Pay Request, the amount due to Program Manager, or the sufficiency of the information and documentation submitted by Program Manager, Owner's Representative shall notify Program Manager in writing and Owner shall pay the undisputed parts of such Pay Request. If Owner's Representative and Program Manager are able to agree on the amount due under the disputed part of any Pay Request, payment will be made by the payment due date on the original Pay Request or twenty (20) days after receipt of a new Pay Request representing the agreed amount,whichever is later. 7.8 Conditions Precedent To Payment. In addition to all other conditions contained in this Agreement, it shall be a condition precedent to any payment otherwise due hereunder that:(a) Program Manager not be in material breach of this Agreement or the applicable Project Order; (b) Program Manager have submitted all documents required by this Agreement or the applicable Project Order; and (c) Program Manager have submitted its Pay Requests and backup documentation in the time, form, and manner required by this Agreement and/or performed in accordance with applicable Project Order for each project. ARTICLE 8 CHANGE ORDERS 8.1 Owner's Authority To Order Changes. Owner may,without affecting the validity or enforceability of this Agreement or the applicable Project Order, direct changes in the Services, including additions, deletions, modifications, and revisions thereto, and direct Program Manager to perform Additional Services. Program Manager shall promptly proceed with the performance of the Services in accordance with Owner's directions, and failure to agree on the specific terms of a Change Order shall not because for Program Manager's failure to perform the Services or to proceed with any directed change„ so long as Owner and Program Manager agree that there has been a change to the Services. 8.1.1. Basis Of Compensation Increase. Any increase to Program Manager's compensation pursuant to a Change Order shall be made in accordance with the rates set forth in Exhibit"A". 8.2 Reductions In Program Manager's Compensation. If the Program Manager's Services are reduced in time or scope, the Program Manager's compensation shall be equitably adjusted by Change Order. 8.3 Payment. Payment for Services performed pursuant to a Change Order shall be requested and made in accordance with, and shall be subject to,the provisions of Article 7. 8.4 Change Orders Final. The parties'agreement on any Change Order shall constitute a final settlement on all items covered by such Change Order, as well as all issues and matters related in any way to the circumstances forming the basis for the Change Order. ARTICLE 9 PERSONNEL,SUBCONTRACTORS AND CONSULTANTS 9.1 Approval Of Program Manager's Subcontractors Required/Required Subcontract Terms. Program Manager shall not subcontract to any person or entity (including affiliates of Program Manager)any part of the Services to be rendered by Program Manager under this Agreement without Owner's prior written approval. Program Manager shall provide Owner with such information as Owner deems necessary in order to determine whether to approve any such subcontracts. All such subcontracts shall afford Program Manager rights against its Subcontractors and consultants which correspond to the rights afforded to Owner against Program Manager herein, including, without limitation, those rights of contract suspension, termination, replacement of unsatisfactory personnel at Owner's request, and documentation of Subcontractor and consultant charges as setforth herein. 9.2 Program Manager Responsible For Acts Of Subcontractors. Should Program Manager subcontract all or any part of the Services required under this Agreement, such subcontracting of the Services shall not relieve Program Manager from any liability or obligation under this Agreement or under any Applicable Law, and Program Manager shall be responsible for any and all acts,defaults, omissions and negligence of its Subcontractors and consultants. It is expressly agreed that no relationship of agency, employment, contract, obligation or otherwise shall be created between Owner and any Subcontractor or consultant of Program Manager, and a provision to this effect shall be inserted into all agreements between Program Manager and its Subcontractors and consultants. 9.3 Program Manager's Personnel. Program Manager shall assign only qualified personnel to perform the Services and any functions related to the Project. 9.3.1 Chief Executive. Upon forty-eight (48) hours notice from Owner, Program Manager's Chief Executive Officer, or equal, shall be made available for consultation with Owner as Owner, in its sole discretion,deems necessary. 9.3.2 Prior Approval By Owner. Program Manager shall not assign any personnel to the Project without first obtaining written approval of such assignment from Owner's Representative. In order to permit Owner to evaluate Program Manager's prospective personnel assignments, Program Manager shall make all such personnel available for interviews by Owner and Owner's staff, at Owner's place of business, and shall furnish resumes of prospective personnel. At the time of execution of this Agreement, the individuals listed in Exhibit"A" have been approved by Owner. Subsequent personnel assignments shall be added to Exhibit"A", upon approval in accordance with this paragraph 9.3. Individuals listed in Exhibit"A", shall not be changed unless: (a) Owner exercises its rights set forth in paragraph 9.4, (b) Owner gives prior written authorization forsuch change, or (c) any such individual ceases to be employed or retained by Program Manager or any parent, affiliate, subsidiary, or joint venture partner thereof,in which case immediate written notice of same shall be given to Owner. 9.4 Removal Of Personnel And Subcontractors. If at any time during the course of the Project, Owner reasonably determines that the performance or conduct of any member of Program Manager's staff or any of Program Manager's Subcontractors or consultants working on the Project is unsatisfactory, Owner's Representative may require Program Manager to remove such staff member or terminate such Subcontractor or consultant from the Project immediately and replace the staff member or Subcontractor or consultant, subject to approval in accordance with paragraph 9.3, at no cost or penalty to Owner for delays or inefficiencies the change may cause. 9.5 Employment Taxes. Program Manager shall be responsible for payment of all unemployment compensation, social security, and other similar taxes and benefits covering its employees. ARTICLE 10 PROJECT DOCUMENTS 10.1 Use And Ownership. All Preliminary Designs, Designs for Construction, schedules and schedule updates, Construction Contracts, including, but not limited to, drawings, plans, specifications, and other documents or things pertaining to the Project are the sole property of Owner. Such drawings, specifications and other documents and things shall not be used by Program Manager for any purpose other than the design and construction of the Project unless Owner shall first agree otherwise in writing. Program Manager shall indemnify and save Owner harmless from any and all liabilities, costs, claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of, or resulting from, any unauthorized use of said documents and things by Program Manager. 10.2 Availability Of Project Records To Owner. All records,documents and things relating to the Project which are in the possession of Program Manager, including without limitation Program Manager's books and records relating to the Project,shall be made available to Owner,its designee, and any governmental authority for auditing, inspection and copying upon written request made by Owner. Such records also include, without limitation, all drawings, plans, specifications, Construction Contracts, Submittals, daily logs and dairies, correspondence, minutes and notes of meetings, memoranda, audio or video tape recordings, computer-based files and storage instruments, and other writings or things which document the Project, its design, and its construction for a period of sixty(60) calendar days after Substantial Completion of each project.. 10.3 Maintenance Of Project Records. Program Manager shall maintain and protect all Project-related documents, records and things for not less than one (1) year after Final Completion of the Project. Program Manager shall give Owner thirty(30)days written notice prior to disposal or destruction of any such documents, records and things. ARTICLE 11 INDEMNITY Program Manager shall indemnify and hold harmless Owner from and against all liability, claims, losses, damages, costs and expense of any nature or kind, including attorneys' fees and all litigation-related expenses, sustained or incurred by Owner to the extent arising out of and attributable to the negligence or wrongful Services, or breach of this Agreement by Program Manager, or negligent acts and omissions of Program Manager, its Subcontractors, employees, agents, and consultants. This duty to indemnify Owner shall extend to, but not be limited to, claims for bodily injury (including death), for damage to or loss of property, and for environmental damage and liabilities, incurred or sustained by Owner or any third person to the extent resulting from and attributable to any breach of contract, negligent or wrongful acts or omissions of Program Manager,its employees, Subcontractors, agents,and consultants. ARTICLE,12 INSURANCE 12.1 Coverage Required. Program Manager shall, throughout the duration of this Agreement, and for a period of one (1) year after final completion of each Project, maintain the following insurance, written by insurers acceptable to Owner and in a form acceptable for Owner: 12.1.1 Workers'Compensation to statutory limits. 12.1.2 Employers Liability-One Million dollars($1,000,000) per occurrence. 12.1.3 Comprehensive General Liability, with combined limit for bodily injury, sickness or disease, death, and property damage of not less than One Million dollars ($1,(}0(},000)per occurrence. 12.1.4 Automobile Liability covering all owned, non-owned or hired vehicles, with combined single limit of One Million dollars($1.000,000) per occurrence. 12.1.5 Excess/Umbrella Liability in excess of items 12.1.2, 12.1.3, and 12.1.4, above, in the amount of Five Million dollars($S.00Q.00OI per occurrence. 12.1.5 !Professional Errors and Omissions insurance, with a limit of one Million Dol la rs($1,000,000.00). 12.2 Owner As Additional Insured. Owner shall be included as an additional insured on the coverages specified in subparagraphs 12.1.3, 12.1.4 and 12.1.5,and shall be indicated as such on certificates of insurance required herein. 12.3 Certificates Of Insurance/Cancellation Notice. Not later than ten (10) days after execution of this Agreement, Program Manager shall furnish to Owner original signed certificates of insurance showing that the insurance required by this Article 12 is in force. Such certificates shall provide for thirty (30) days written notice to Owner prior to cancellation or material change in any insurance coverage or policy. 12.4 Subcontractor/Consultant Coverag . Unless expresslywaived by Owner in writing, Program Manager shall permit no Subcontractor or consultant retained by Program Manager to enter upon any Project site or perform any Services unless such Subcontractor or consultant is and remains insured in accordance with the requirements of paragraphs 12.1, 12.2 and 12.3. Program Manager shall indemnify Owner for any loss or damage suffered by Owner as a result of the failure of any of Program Manager's Subcontractors or consultants to be so insured. ARTICLE 13 SUSPENSION 13.1 Owner's Right To Suspend. Owner may for any reason whatsoever suspend, in whole or in part, the Project, performance of any Work, and performance of Program Manager's Services under this Agreement or an applicable Project Order. Owner shall give written notice of such suspension to Program Manager specifying when such suspension is to become effective and the scope thereof. 13.2 Ceasing Performance Upon Suspension. From and upon the effective date of any suspension ordered by Owner, Program Manager shall incur no further expense or obligations in connection with the suspended portion of the Project or the Services, and Program Manager shall cease performing Services under the applicable Project Order as directed by Owner. Program Manager shall also promptly suspend any of its open or outstanding contracts, subcontracts, or purchase orders related to the suspended portion of the Project or the Services. 13.3 Resumption Of Work After Suspension. If Owner lifts the suspension it shall do so in writing, and Program Manager shall resume performance of the Services required by this Agreement and an applicable Project Order unless, prior to receiving the notice to resume the Services, Program Manager has exercised its right of termination as provided in Paragraph 14.8 herein. 13.4 Claim For Costs Of Suspension. Within forty-five (45) days after either the resumption of the suspended portion of the Project or Services or termination by Program Manager pursuant to paragraph 14.8, Program Manager shall submit an itemization of expense and time expended as a result of the suspension, together with costs, pricing or other data required by Owner. Program Manager's failure to provide such itemized information within such forty-five(45)day time period shall constitute a waiver of any claim to compensation relating to the suspension of Program Manager's work under this Agreement and an applicable Project Order. Owner shall promptly review Program Managers itemization and shall issue a Change Order providing for payment to Program Manager of such amounts as may be due on account of the suspension, which amounts shall be limited to direct costs resulting from the suspension, and shall not include lost profits or other consequential damages related to or resulting from the suspension. ARTICLE 14 TERMINATION 14.1 Termination For Convenience. Owner may for any reason whatsoever terminate, in whole or in part, one or more Projects,this Agreement, or Program Manager's employment under this Agreement, for Owner's convenience. Owner shall give written notice of such termination to Program Manager specifying when termination becomes effective and the scope of the termination. 14.2 Ceasing Performance Upon Termination. Program Manager shall incur no further obligations in connection with the terminated portion of a Project or this Agreement and Program Manager shall cease performance of Services when and to the extent such termination becomes effective. In the event of termination under this ,paragraph, Program Manager shall promptly terminate outstanding contracts, subcontracts, and purchase orders related to the terminated portion of a Project, Program Manager's employment or this Agreement unless directed to do otherwise by Owner. Owner may direct Program Manager to assign Program Manager's right, title and interest under open or terminated contracts, purchase orders, or subcontracts to Owner or its designee. Unless directed otherwise by Owner, Program Manager shall settle the liabilities and claims arising out of the termination of the contracts, subcontracts, and purchase orders. 14.0 Submission Of Termination Claim. In the event of termination for convenience, Program Manager shall, within ninety (90) days of such tennination, submit a written termination claim to Owner specifying the amounts due because of the termination together with cost, pricing, and other supporting documentation or data required by Owner. Program Manager's failure to file a termination claim within such ninety (90) day period shall constitute a waiver of any claim to compensation relating to the termination. If a proper termination claim is submitted, then Owner shall pay Program Manager an amount derived in accordance with paragraph 14.4 herein. 14.4 Compensation For Termination For Convenience. As full compensation to Program Manager for any termination for convenience, Owner shall pay Program Manager the following amounts: (a) The value, based upon the provisions of Article 7 hereinabove, of Services performed and accepted under this Agreement; (b) Reasonable costs (i) incurred prior to termination in preparing to perform and in performing the terminated portion of this Agreement,and(ii)incurred in terminating Program Manager's performance; and (c) Reasonable costs of settling and paying claims arising out of the termination of contracts, subcontracts, and purchase orders pursuant to this Article 14. The total sum to be paid under this paragraph 14.4, as properly adjusted and as reduced by the amount of payments otherwise made, shall in no event include duplication of payment. 14.5 Termination For Cause. If Program Manager refuses or fails to perform its Services and responsibilities under this Agreement in a timely manner, supply enough properly skilled personnel, make prompt payment to its Subcontractors or consultants, or comply with Applicable Laws, or if Program Manager is otherwise guilty of a material breach of this Agreement or any representations or warranty made herein, then Owner may, by written notice to Program Manager, and without prejudice to any other right or remedy, terminate the employment of Program Manager and take possession of all design documents, Construction Contracts, and all other Project-related documents and things in the possession of Program Manager, and finish the Project by whatever methods it deems expedient. 14.6 Erroneous Termination For Cause. In the event the employment of Program Manager is terminated by Owner for cause and it is subsequently determined by a court or other tribunal of competent jurisdiction that such termination was,for any reason, without just or proper cause, then such termination shall thereupon be deemed a Termination for Convenience under paragraph 14.1 and the provisions of paragraph 14.4 regarding compensation shall apply. 14.7 Completion By Owner And Survival Of Obligations. Following any termination, whether for convenience or for cause and whether in whole or in part, Owner may complete the Project and the Services by whatever means Owner deems most expedient. Program Manager's obligations and all provisions of this Agreement and the applicable Project Order shall continue in full force and effect as to all Services performed prior to the effective date of the termination and as to that portion of the Project and Services not affected by the termination. 14.8 Termination By Program Manager. If one or more Project Orders are suspended for a period of more than thirty (30) consecutive days by governmental authority or by direction or neglect of Owner's Representative, and through no fault of Program Manager, or it Owner fails to pay Program Manager any undisputed amount due on any undisputed invoice within thirty(30) days after receipt of written notification from Program Manager that such payment is overdue, then Program Manager may, upon seven (7) days prior written notice to Owner, terminate its Services on the related Project. ARTICLE 15 MISCELLANEOUS PROVISIONS 15.1 Notices. Any notice required to be given herein shall be deemed to have been given to the other party if(a)given by first class mail,registered air express mail,courier service,or hand delivery; or (b) by telex or fax, provided that such notice is also confirmed by first class mail, registered air express mail, courier service, or hand delivery,to the following addresses: To Owner: Clay Phillips City of Coppell 255 Parkway Blvd. Coppell, TX 75019-9478 To Program Manager Von Gallagher Gallagher Construction Company, LP 3501 Token Dr., Suite 100 Richardson, TX 75082 or other designee with authority: Lisa Gallagher Ellrich All notices shall be effective upon receipt. 15.2 Successors And Assigns. Program Manager shall not assign its rights hereunder, excepting its right to payment, nor shall it delegate any of its duties hereunder without Owner's prior written consent. Owner shall have the right to assign its rights under this Agreement. Subject to the provisions of the immediately preceding sentence, Owner and Program Manager, respectively, bind themselves, their successors, assigns and legal representatives to the other party to this Agreement and to the successors, assigns and legal representatives of such other party with respect to all terms and conditions of this Agreement. 15.3 No Third Party Beneficiaries. Nothing contained in this Agreement shall create a contractual relationship with,or any rights in favor of,anythird party,including,without limitation,any Project Architect, Contractor, supplier, subcontractor or consultant. 15.4 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction or other competent tribunal or rendered invalid by any legislative or regulatory enactment,the remaining provisions of this Agreement shall remain in full force and effect,and such holding or enactment shall not invalidate or render unenforceable any other provision hereof. 15.5 Headings. The headings used in this Agreement are merely for convenience and have no other force or effect. 15.6 Exhibits. All exhibits annexed hereto are incorporated by reference and made a part of this Agreement. 15.7 "Including'.The terms"including",'includes",and their derivatives are not intended as terms of limitation, and shall be deemed in each instance to be followed by the phrase"without limitation." 15.8 Governing Law. This Agreement shall be governed by the laws of the State of Texas,without regard to principles of conflict of law. 15.9 Entire Agreement/Amendments In Writing. This Agreement represents the entire agreement between Owner and Program Manager and supersedes all prior communications, negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Program Manager. When construing this Agreement and Project Orders issued hereunder, any conflict in the provisions of this Agreement and Project Orders, the Project Orders shall control and construed to Amend the provisions hereof for such project. 15.10 Hazardous Materials. Program Manager and its consultants will have no responsibility for the discovery, presence, handling, removal or exposure of persons to hazardous materials in any form at any project site. 15.11 Delays Beyond Reasonable Control. Neither Owner nor Program Manager will be responsible for any delays beyond its reasonable control. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates indicated below. EXECUTED this 11 7— day of , 2014. CQPPELL RECREATION DEVELOPMENT CORP. CITY OF CQPPELL, TEXAS By: G EG GARCIA, President ATTEST: r- By. E UIGNON, cretary EXECUTED this p day of Y� 2014. CITY OF COPPELL, TEXAS By: 45�/ CL PHILLIPS, City Manager ATTE By: HR STEL P NOS, City Sethretary APPROV D TOFQRM By: Ler� ROBERT HAGER, City ttorney 4'—dayofEXECUTED this _, 2014. GALLAGH CONST CTI CQ ,ANY, LP Y� Von Gallagh r, Tident SCHEDULE OF EXHIBITS TO MASTER AGREEMENT FOR PROGRAM MANAGEMENT SERVICES EXHIBIT"A"Schedule of Compensation EXHIBIT"B"Partial Waiver and Release of Claim Rights EXHIBIT"C" Final Waiver and Release of Claim Rights EXHIBIT"A„ SCHEDULE OF COMPENSATION The Program Manager shall be compensated by the Owner, as to each Project assigned to the Program Manager by a Project Order unless the duration of the Project is extended through no fault of the Program Manager in which event the duration of such compensation shall be increased or accordingly. Services provided shall be compensated on a monthly basis. Generally, Services on a monthly basis will be required on a Project through Final Completion of the Project. Fee Structure Andy Brown Park Budget-- $16,500,000 Design Phase— 12 months Bid Phase—2 months Construction Phase— 16 months Library Budget-$5,500,000 Design Phase— 10 months Bid Phase—2 months Construction Phase-- 10 months Life Safety Park Budget- $5,500,000 Design Phase— 10 months Bid Phase—2 months Construction Phase— 10 months Also, refer to Exhibit "A-1" attached Gallagher Construction Services will attempt in every way to ensure these projects are completed on or ahead of schedule. However, if the timeframes are extended, through no fault of Gallagher, the fees may be increased. Program Management Fee for Andy Brown Park, Library, and Life Safety Park is Nine Hundred Ninety Two Thousand Dollars ($992,000.00). The fee is based on all three projects listed above being a part of this contract. If a project is deleted, the fee will be adjusted as a whole. Additional projects can be added to this Program Management Agreement, at any time, by the City of Coppell under these Terms and Conditions. Pricing structure will be negotiated on an as each Project basis. Personnel: Von Gallagher Principal in Charge Lance Aaron Estimator/Project Manager Jeff Fisher Pre-Construction Project Manager Nathan Watson Construction Project Manager Al Duffey Construction Observation/Quality Control Mike Spoerl Mechanical Observation/Quality Control STV Design Evaluation and Review: STV 34 Reimbursable Expenses The Owner shall provide office space, office telephones,furniture, office supplies, and file cabinets for the Program Manager, if mutually agreed upon by Owner and Program Manager. All other costs of the Program Manager's office shall be borne by the Program Manager and are included in the Fee Structure set forth above. The Program Manager shall be reimbursed at cost and without mark-up for reasonable out of town travel expenses if requested in advance by the Owner. The cost of printing, for drawings, specifications, and bid packages shall be paid by the Owner. Normal expenses incurred by the Program Manager in the course of work on the Project(s) shall be reimbursed to the Program Manager. These would include but not limited to the following: photography, long distance telephone, and courier and overnight deliveries. 35 EXAMPLE - EXHIBIT"B" PARTIAL WAIVER AND RELEASE OF CLAIM RIGHTS The undersigned does herebyforever release,waive and discharge any and all claim rights and claims, and any and all equitable rights and claims for all labor, subcontract work,equipment, materials and services supplied to City of Coppell through the date indicated below,excepting only those claims for which City of Coppell has received, prior to the date indicated below, written notice furnished in strict compliance with paragraph 6.8 of Article 6 of the Master Agreement for Project Management Services Between City of Coppell and dated This RELEASE and WAIVER shall inure to the benefit of, and may be relied upon by, City of Coppell. The undersigned further warra nts that all persons employed by the undersigned and all persons supplying materials or renting equipment, or both,to the undersigned have been paid in full. DATED: T� I FIRM: Cill IN� BY: TITLE: u ! �►�i.+10.c++e,fr STATE OF {�C COUNTY OF llDrLi L4S Subscribed to and sworn before me this day of 20 SAY CHRISTEL 6 PETTINOS otary Public My Commission Expires May 10,2015 36 EXAMPLE -EXHIBIT"C" FINAL WAIVER AND RELEASE OF CLAIM RIGHTS The undersigned does hereby forever release,waive and discharge any and all claim rights and claims, and any and all equitable rights and claims for all labor, subcontract work, equipment, materials and services supplied to City of Coppell. This RELEASE and WAIVER shall inure to the benefit of, and may be relied upon by, City of Coppell. The undersigned further warrants that all persons employed by the undersigned and all persons supplying materials or renting equipment,or both,to the undersigned have been paid in full. DATED: FIRM: BY: TITLE. STATE OF COUNTY OF Subscribed to and sworn before me this day of Notary Public 37 Ln O n en A N n 00 Q CO rrn eh +yh eh tPr 'ten oe�} n rn Lo p T lb eq Ln w C n Oe W C3 ey '+ m �o C3 tn N `~ On1 03 O e0 Lq LD b n 0 00 Q M Ln � er? Sh N to L N m r�-I l6 MM ti 00 O a ;5 IR Lq W w P 61' rti O S Ch c? M G A^ cn n L m '`n ov m m r M o 4} V m ri c] of od a C " m iQ +rr in v+ yr in to Q a m c ^ 0 to m u R ry o U. m dto yr to a NJ a.+ LL 4.9 u V1� k w m F-- 0 a 4i oti eV O t4 co Cl mwy J 7 n Ln w cirn cn n Z 'q C O Ol op' M en iR V1 { v m Ononm m p J n 4n en i 'R Lr n p rri ev o Qi Co cf m +n sn to ars c u} ca '" m m oN n n 6n %R 60 Ln n p m rV t7 O C77 00 m N il'r eh #A Ln S!S irr V} N ry 07 0m N n p do n rl c00 b ii M n Q rn I d w ui mcnvs e./r in N n Lni m tic 'D Ln n rn r4 o Q pi cU` er m of crr cn in sn � '~ 000 C� ro Ln W 'n M d1 N c n Ln en a w Lq n 71 � m 4n yr yr +n en ,n DoN - � LO LL in to in LL in Vk V.1 W Y m y rp R a. e4 d v a r p OK w O v O N m m 3 J W M-: T V1 ?. ++ p d7 C „yw w C d J Q J QO tz AC" CERTIFICATE OF LIABILITY INSURANCE DATE(MMt00YYYY) Eq/11/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Serena Branson MHBT Inc. a c°Nr o Ext):972-770-7176 atc, No): 8144 Walnut Hill Lane, 16th FI ADDD RESS:Serena Branson mhbt.com Dallas TX 75231 _ INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Amerisure Mutual Insurance Company 3396 INSURED GALLACON INSURERB:St. Paul Fire&Marine Insurance CO 24767 Gallagher Construction Company, L.P. INSURERC:Indian Harbor Ins. Co 36940 3501 Token Drive, Suite 100 INSURER D-Amerisure Insurance Company 19488 Richardson TX 75082 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1489637247 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MMtDDIYYYY MM1DD/YYYY A GENERAL LIABILITY CPP203810208 13012014 13012015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $300,000 CLAIMS-MADE � OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY X PRO LOC $ D AUTOMOBILE LIABILITYCA20381010901 13012014 13012015 Ea accident $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERTY DAMAGE NED ccident $ X HIRED AUTOS X AUUTOSTOS Per a B X UMBRELLA LIAR X OCCUR ZUP10T6102813NF 13012014 13012015 EACH OCCURRENCE $15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $15,000,000 DED I X I RETENTION$10,000 $ A WORKERS COMPENSATION VVC2038104 13012014 13012015 X WC STATU- OTH- AND EMPLOYERS'LIABILITY Y f N TORY LIMITS ER ANY PROPRIETORIPARTNERIEXECUTIVEE.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N r A (Mandatory in NH) E.L.DISEASE.-EA EMPLOYEE $1,000.000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional&Pollution PECO01307511 13012014 13012015 Professional Liab: $5,000,000 Liability Pollution Liab: $5,000,000 Includes Mold DESCRIPTION OF OPERATIONS I LOCATIONS t VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Additional Insured form#CG7085 edition 12/11 applies to the General Liability policy. Waiver of Subrogation form#CG7063 edition 07112 applies to the General Liability policy. Primary&Non-Contributory General Liability form#CG7085 edition 12111. Additional Insured form#CA7165 edition 10/07 applies to the Automobile Liability policy. Waiver of subrogation form#CA7118 edition 11109 applies to the Automobile Liability policy. See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Coppell ACCORDANCE WITH THE POLICY PROVISIONS. 255 Parkway Blvd Coppell TX 75019 AUTHORIZED REPRESENTATIVE O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GALLACON LOC#: ADDITIONAL REMARKS SCHEDULE Pagel of 1 AGENCY NAMED INSURED MHBT Inc. Gallagher Construction Company, L.P. 3501 Token Drive, Suite 100 POLICY NUMBER Richardson TX 75082 CARRIER NRIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: -2-5 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Waiver of subrogation form#WC420304A edition 01/00 applies to the Workers Compensation policy. Additional Insured form#PCPocCP edition 05/09 applies to the Pollution coverage. Waiver of Subrogation form#PCPocCP edition 05/09 applies to the Professional& Pollution coverage. Notice of Cancellation form#11-0275 edition 09/07 applies to the General Liability policy. Notice of Cancellation form#11-0275 edition 09/07 applies to the Automobile Liability policy. Notice of Cancellation form#11-0275 edition 09/07 applies to the Workers Compensation policy. The General Liability policy includes a blanket additional insured endorsement to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liability policy contains an endorsement with"Primary and NonContributory"wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The General Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Automobile Liability policy contains language that provides additional insured status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Automobile liability policy includes waiver of subrogation wording that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Worker's Compensation policy includes a waiver of subrogation endorsement that may apply only when there is a written contract between the named insured and the certificate holder that requires such wording. The Pollution Liability policy includes blanket additional insured and blanket waiver of subrogation status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Professional Liability policy includes blanket waiver of subrogation status to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The General Liability,Automobile Liability&Workers Compensation policies include a blanket notice of cancellation to the certificate holder endorsement, providing for 60 days'advance written notice if the policy is canceled by the company,or 10 days' written notice before the policy is canceled for nonpayment of premium. Notice is sent to certificate holders with mailing addresses on file with the agent or the company. The endorsement does not provide for notice of cancellation to the certificate holder if the named insured requests cancellation. Re:Andy Brown Park, Cozby Library& Life Safety Park ACORD 101 (2008101) Q 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD T X E • C 1 T Y • O F COPPELL I9 MEMORANDUM To: CRDC Board From: Mike Land, City Manager Date: July 12, 2017 Reference: Consider authorizing Design and Development and Construction Documents services (Phase 2) as detailed in the approved professional services agreement with Corgan Associates, Inc. Phase 2, totaling $643,750, providing architectural and engineering services related to the Coppell Arts Center. 2030: Community Wellness and Enrichment Strategy—Goal 1: Community Gathering Places and Goal 3: Expand Cultural Arts Amenities and Opportunities. General Information: • General Discussions regarding the potential renovation, renovation and expansion of the existing Coppell Theater, or the construction of a new theater in another location began most recently in October 2015. Since the initial discussion the Council has held work sessions discussing potential art center solutions on the following dates: o March 22, 2016 o March 29, 2016 o April 8, 2016 o June 28, 2016 o August 30, 2016 o October 25,2016 o January 10, 2017 o May 9, 2017 o May 30, 2017 o June 13, 2017 • In December of 2015 staff engaged the services of Corgan Associates with Mr. Kirk Johnson as the lead architect to perform preliminary program and site planning for the existing theater's renovation, renovation and expansion, and/or an option for the construction of a new theater located in Old Town Coppell. • Council during their April 2016 Retreat created a sub-committee to research how other communities in the region supported and funded their various respective arts programs. On June 28, the Council Subcommittee reported their findings to the entire council. At that time Council determined based on various reasons including cost and future utilization, that staff and the architect should begin focusing on the potential construction of a new arts facility located in Old Town. • Multiple presentations followed with Council providing guidance on program and square footage modifications. In addition to the program Mr. Johnson provided Council with an annual operating cost estimate totaling approximately $475,000 prior to any revenues being considered. • On January 10, 2017, the Coppell City Council approved an architectural services agreement with Corgan for the proposed arts center. The contract, totaling $1,058,500 contemplated multiple design phases. The City Council initially authorized Phase I, Schematic Design, totaling $169,500. Kirk Johnson with Corgan presented the Schematic Design on May 9, 2017 and again on May 30, 2017. Introduction: The Community Wellness and Enrichment Strategy identified with the Coppell Vision 2030 plan includes several goals related to the cultural arts in Coppell. Specifically, Goal l: Community Gathering Places, Objective 1, Develop Old Coppell as a mixed-use development with retail, restaurants, entertainment, professional offices, Farmers' Market, living opportunities around a square. Goal 3: Maintain and Support the Theater Coppell and expand performing arts programs and venues, in this case with an emphasis on venues,the proposed Coppell Arts Center. Throughout this process the performing and visual arts community has been engaged in these discussions, providing much needed input on the program for the proposed Arts Center. As a result of this input and guidance from the Council, a program for the Arts Center was finalized. The facility as planned includes three main spaces; a Black Box/Flexible Theater, a Performance Hall/Space, and a multi-purpose space for rehearsal and community uses. During the last work session on May 30th, the Council instructed Corgan to include as an add alternative approximately 2,500 feet of storage/work space to the program. The main performance hall is expected to seat 320 patrons, and the flexible theater space is expected to seat 200. The expected budget for the facility is approximately $14 million including construction, design, furniture and fixtures, construction management, parking and contingency. Upon Council's authorization of Phase 2, Design Development and Construction Documents on June 13, 2017, staff will soon thereafter present to Council a final program and plan that will need to be approved before Corgan will begin their work. Once the final program plan is approved, Design Development and Construction Documents should be completed in twenty- four weeks. Permitting and Bidding should be complete in about eight weeks. All in all, based on this sequential schedule, construction could begin on the Coppell Arts Center as early January 2018 and be completed by the end of the second quarter of 2019. Analysis: In November 2013 the citizens re-authorized the continued collection of one half of one cent for the Coppell Recreation Development Corporation. The ballot language included the expansion of the uses for the fund to "...to undertake projects for...entertainment and public gathering facilities and venues, exhibition and museum facilities...parking facilities, ...including projects in support of Coppell 2030 strategic vision adopted March 10, 2009..." To this end the City Council has engaged the Coppell Arts community to help determine the best course of action to accomplish this potential goal of addressing the cultural arts needs identified both in the 2030 Plan and as contemplated by the citizen approved re-authorization language for the CRDC. On June 13, 2017 the City Council was requested to authorize Phase 2, Design Development and Construction Documents, totaling $643,750. Design Development and Construction Documents work should be completed within the next twenty-four weeks or so from the time this Phase is authorized and a final program/floor plan is approved by Council. Overall there are five total phases to the Architects contract: Schematic Design (Phase I) $169,500 Design Development(Phase II) $264,500 Construction Documents (Phase H) $379,250 Bidding $ 15,250 Construction Phase $230,000 Total $1,058,500 Legal Review: The City's legal counsel previously reviewed the contract. Fiscal Impact: Phase 2 Schematic Design in the amount of$643,750 is being funded through available Coppell Recreation Development Corporation Funds. A Reimbursement Resolution was presented and approved by the Council on February 28, 2017. Should the Council determine that a debt instrument should be used to fund the actual construction of the Coppell Arts Center, by having a Reimbursement Resolution in place, the CRDC fund would be replenished for expenses such as the architect's fees spent prior to the debt being issued. Recommendation: The Coppell City Council approved moving forward with Corgan and Phase II on June 13, 2017. The City Manager's Office recommends authorizing Corgan Associates, Inc. to move forward with Phase 2 Design Development and Construction Documents services totaling $643,750 and authorizing the CRDC President to sign. AIA Document B101TM - 2007 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the 12'x' day of December in the year 2016 (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: (Name, '-oma s; address and other information) City of Coppell 255 Parkway Blvd This document has important Coppell,Tx 75019 legal consequences. Consultation with an attorney and the Architect: is encouraged with respect to (Name, '-o sta address and other information) its completion or modification. Corgan Associates,Inc. 401 North Houston St. Dallas,Tx 75202 for the following Project: (Name, location and detailed description) Coppell Arts Center,Coppell,Tx. The Coppell Arts Center,located at the intersection of Travis Street and West Main Street in the Old Town section of the City of Coppell,comprised of approximately 24,000 square feet of enclosed building area containing a nominal 320 seat performance hall,200-set black box theater,multi-purpose room, support spaces,and public lobby system situated on an approximate 1.8 acres of site development of landscape,walkways,outdoor amenities,and surface parking spaces with an adjacent approximate 1.2 acre surface parking lot located on the intersection of Travis Street,Hammond Street,and Burns Street. The Owner and Architect agree as follows. AIA Document 13707 T —2007(formerly 13757 T —1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and 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 t under the law.This document was produced by AIA software at 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article 1 and in optional Exhibit A,Initial Information: (Complete Exhibit A,Initial Information, and incorporate it into the Agreement at Section 13.2, or state below Initial Information such as details of the Project's site and program, Owner's contractors and consultants, Architect's consultants, Owner's budget for the Cost of the Work, authorized representatives, anticipated procurement method, and other information relevant to the Project.) § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: September 01,2017 .2 Substantial Completion date: December 01,2018 § 1.3 The Owner and Architect may rely on the Initial Information. Both parties,however,recognize that such information may materially change and,in that event,the Owner and the Architect shall appropriately adjust the schedule,the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA111 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 2 of this AIAO Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances.The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent,the Architect shall not engage in any activity,or accept any employment,interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance for the duration of this Agreement.If any of the requirements set forth below exceed the types and limits the Architect normally maintains,the Owner shall reimburse the Architect for any additional cost: (Idents types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.) 1 General Liability $1 million per occurrence/$2 million General .2 Automobile Liability $1 million(combined single limit) .3 Workers' Compensation $1 million(statutory limits) .4 Professional Liability $5 million(per claim)/$7 million aggregate with$200.000 deductible ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural,mechanical,and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services,consult with the Owner,research applicable design criteria,attend Project meetings,communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants.The Architect shall be entitled to rely on and is not required to verify the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants.The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error,omission or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review,for the performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner,time limits established by the schedule shall not,except for reasonable cause,be exceeded by the Architect or Owner.With the Owner's approval,the Architect shall adjust the schedule,if necessary,as the Project proceeds until the commencement of construction. AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 3 of this AIA111 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) § 3.1.4 The Architect shall not be responsible for an Owner's,tiroetive or ,ubstitttgo made without the ^rehiteet's directives or substitutions which are made without the Architect's knowledge and approval. If a change or substitution is proposed by the Owner or the Contractor,through value engineering or otherwise,and the Architect has an objection to such change or substitution,the Architect shall expressly object in writing to such proposed change or substitution, setting forth the specific basis of its objections to such proposed change or substitution. If the Owner then directs the Architect to incorporate such proposed change or substitution into the Construction Documents or directs or otherwise authorizes the Contractor to perform such change or substitution without a revision in the Construction Documents over the Architect's objection,the Owner agrees to accept these risks and the costs and consequences associated with them and shall defend and indemnify Architect from any such claims arising out of any unapproved directive of substitution. § 3.1.5 The Architect shall,at appropriate times,contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project,the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect shall review the program and other information ftirnished by the Owner,and shall review laws,codes,and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program,schedule,budget for the Cost of the Work,Project site,and the proposed procurement or delivery method and other Initial Information,each in terms of the other,to ascertain the requirements of the Project.The Architect shall notify the Owner of(1)any inconsistencies discovered in the information,and(2)other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project,including the feasibility of incorporating environmentally responsible design approaches,subject to Owner's budgetary restrictions.The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project's requirements agreed upon with the Owner,the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design,the Architect shall prepare Schematic Design Documents for the Owner's approval.The Schematic Design Documents shall consist of drawings and other documents including a site plan,if appropriate,and preliminary building plans, sections and elevations;and may include some combination of study models,perspective sketches,or digital modeling.Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect s Day consider environmentally responsible design alternatives, such as material choices and building orientation,together with other considerations based on program and aesthetics,in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work.The Owner may obtain other environmentally responsible design services under Article 4. § 3.2.5.2 The Architect Day consider the value of alternative materials,building systems and equipment, together with other considerations based on program and aesthetics,in developing a design for the Project that is consistent with the Owner's program, schedule and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner,and request the Owner's approval. AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 4 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Schematic Design Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Design Development Documents for the Owner's approval.The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans,sections,elevations,typical construction details,and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural,mechanical and electrical systems,and such other elements as may be appropriate.The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.3.2 The Architect shall update the estimate of the Cost of the Work. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner,advise the Owner of any adjustments to the estimate of the Cost of the Work,and request the Owner's approval. § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 Based on the Owner's approval of the Design Development Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Construction Documents for the Owner's approval.The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work.The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information,including Shop Drawings,Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents,the Architect shall assist the Owner in the development and preparation of(1)bidding and procurement information that describes the time,place and conditions of bidding,including bidding or proposal forms;(2)the form of agreement between the Owner and Contractor;and(3)the Conditions of the Contract for Construction(General,Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work. § 3.4.5 The Architect shall submit the Construction Documents to the Owner,advise the Owner of any adjustments to the estimate of the Cost of the Work,take any action required under Section 6.5,and request the Owner's approval. § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors.Following the Owner's approval of the Construction Documents,the Architect shall assist the Owner in(1)obtaining either competitive bids or negotiated proposals;(2)confirming responsiveness of bids or proposals;(3)determining the successful bid or proposal,if any; and,(4)awarding and preparing contracts for construction. § 3.5.2 COMPETITIVE BIDDING § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by .1 procuring the reproduction of Bidding Documents for distribution to prospective bidders; .2 distributing the Bidding Documents to prospective bidders,requesting their return upon completion of the bidding process,and maintaining a log of distribution and retrieval and of the amounts of deposits,if any,received from and returned to prospective bidders; AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 5 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) .3 organizing and conducting a pre-bid conference for prospective bidders; .4 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda;and .5 organizing and conducting the opening of the bids,and subsequently documenting and distributing the bidding results,as directed by the Owner. § 3.5.2.3 The Architect shall consider requests for substitutions,if the Bidding Documents permit substitutions,and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. § 3.5.3 NEGOTIATED PROPOSALS § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by .1 procuring the reproduction of Proposal Documents for distribution to prospective contractors, and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective contractors;and .3 participating in negotiations with prospective contractors,and subsequently preparing a summary report of the negotiation results,as directed by the Owner. § 3.5.3.3 The Architect shall consider requests for substitutions,if the Proposal Documents permit substitutions,and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3.6 CONSTRUCTION PHASE SERVICES § 3.6.1 GENERAL § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201Tm-2007,General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201-2007,those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement.The Architect shall not have control over,charge of,or responsibility for the construction means,methods,techniques, sequences or procedures,or for safety precautions and programs in connection with the Work,nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect shall be responsible for the Architect's negligent acts or omissions,but shall not have control over or charge of, and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3,the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction,or as otherwise required in Section 4.3.3,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine,in general,if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.Work and the Architect shall not be a guarantor of the Contractor's performance. On the basis of the site visits,the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and report to the Owner(1)known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor,and(2)defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not such Work is fabricated,installed or completed.However,neither this authority of the Architect nor a decision made in good faith AIA Document 13101 TM—2007(formerly 13751 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 6 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,material and equipment suppliers,their agents or employees or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests shall be made in writing within any reasonable time limits and mutually agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.When making such interpretations and decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either,and shall not be liable for results of interpretations or decisions rendered in good faith.The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker,as that term is defined in AIA Document A201-2007,the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts.The Architect's certification for payment shall constitute a representation to the Owner,based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment,that,to the best of the Architect's knowledge,information and belief,the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject(1)to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)to results of subsequent tests and inspections,(3)to correction of minor deviations from the Contract Documents prior to completion,and(4)to specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods,techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. 3.6.3.4 The term"certify"as used by the Architect shall mean to state or declare a professional opinion(in accordance with professional standards exercised by Architects in the State of Texas of conditions known at the time such certifications was made. The Architect's certification of certain information or conditions in no way relieves any other party from meeting requirements imposed by contract or other means,including commonly accepted industry standards. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval.The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4.2 In accordance with the Architect-approved submittal schedule,the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings,Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions,quantities,and installation or performance of equipment AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 7 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) or systems,which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, ,of any construction means,methods, techniques, sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems,materials or equipment,the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect.The Architect shall be entitled to rely upon the adequacy,accuracy and completeness of the services,certifications and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to the provisions of Section 4.3,the Architect shall review and respond to requests for information about the Contract Documents.The Architect shall set forth in the Contract Documents the requirements for requests for information.Requests for information shall include,at a minimum,a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested.The Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with reasonable promptness.If appropriate,the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 CHANGES IN THE WORK § 3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section 4.3,the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 PROJECT COMPLETION § 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion;receive from the Contractor and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract Documents and assembled by the Contractor;and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete,the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor,including the amount to be retained from the Contract Sum,if any,for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor:(1) consent of surety or sureties,if any,to reduction in or partial release of retainage or the making of final payment;(2) affidavits,receipts,releases and waivers of liens or bonds indemnifying the Owner against liens;and(3)any other documentation required of the Contractor under the Contract Documents. § 3.6.6.5 Upon request of the Owner,and prior to the expiration of one year from the date of Substantial Completion,the Architect shall,without additional compensation,conduct a meeting with the Owner to review the facility operations and performance. AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 8 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility,and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit.If in an exhibit, identi the exhibit.) Additional Services Responsibility Location of Service Description (Architect, Owner (Section 4.2 below or in an exhibit or attached to this document and Not Provided) identified below) § 4.1.1 Programming(B202T"L-2009) Architect § 4.1.2 Multiple preliminary designs Architect § 4.1.3 Measured drawings Not Provided § 4.1.4 Existing facilities surveys Not Provided § 4.1.5 Site Evaluation and Planning(B203Tm-2007) Not Provided § 4.1.6 Building Information Modeling Architect (E202Tm-2008) § 4.1.7 Civil engineering Architect § 4.1.8 Landscape design Architect § 4.1.9 Architectural Interior Desi (B252Tm-2007) Architect § 4.1.10 Value Analysis(B204Tm--2007) Not Provided § 4.1.11 Detailed cost estimating Not Provided § 4.1.12 On-site Project Representation(B207Tm-2008) Not Provided § 4.1.13 Conformed construction documents Not Provided § 4.1.14 As-Designed Record drawings Architect § 4.1.15 As-Constructed Record drawings Not Provided § 4.1.16 Post occupancy evaluation Not Provided § 4.1.17 Facility Support Services(B2 I oTm-2007) Not Provided § 4.1.18 Tenant-related services Not Provided § 4.1.19 Coordination of Owner's consultants Architect § 4.1.20 Telecommunications/data design Architect § 4.1.21 Security Evaluation and Planning Architect (B206TW-2007) § 4.1.22 Commissioning(B211Tm-2007) Architect IECC 2015 compliance only § 4.1.23 Extensive environmentally responsible design Not Provided § 4.1.24 LEED®Certification(B214Tm--2012) Not Provided § 4.1.25 Fast-track design services Not Provided § 4.1.26 Historic Preservation(B205Tm-2007) Not Provided § 4.1.27 Furniture,Furnishings,and Equipment Design Architect (B253TM-2007) § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility,if not further described in an exhibit attached to this document. Refer to Exhibit A. § 4.3 Additional Services may be provided after execution of this Agreement,without invalidating the Agreement. Except for services required due to the fault of the Architect,any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 9 of this AIA111 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) § 4.3.1 Upon recognizing the need to perform the following Additional Services,the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need.The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information,previous instructions or approvals given by the Owner,or a material change in the Project including,but not limited to, size,quality, complexity,the Owner's schedule or budget for Cost of the Work,or procurement or delivery method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs,in-depth material research,energy modeling,or LEED® certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes,laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contractors,or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for,and attendance at,a public presentation,meeting or hearing; .8 Preparation for,and attendance at a dispute resolution proceeding or legal proceeding,except where the Architect is parry thereto; .9 Evaluation of the qualifications of bidders or persons providing proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .11 Assistance to the Initial Decision Maker,if other than the Architect. .12 Required by municipal or other local building codes,fire,safety, and other inspectors after the municipality or other authority has issued a building permit or otherwise approved drawings, specifications or other documents as conforming with applicable municipal or other local regulations. § 4.3.2 To avoid delay in the Construction Phase,the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness,and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required,the Owner shall give prompt written notice to the Architect,and the Owner shall have no further obligation to compensate the Architect for those services: 1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents,field conditions,other Owner-provided information, Contractor-prepared coordination drawings,or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data,or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom;or .6 To the extent the Architect's Basic Services are affected,providing Construction Phase Services 60 days after(1)the date of Substantial Completion of the Work or(2)the anticipated date of Substantial Completion identified in Initial Information,whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services.When the limits below are reached,the Architect shall notify the Owner: .1 Two(2)reviews of each Shop Drawing,Product Data item,sample and similar submittal of the Contractor .2 Seven (70)visits to the site by the Architect over the duration of the Project during construction .3 Two(2)inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 Two(2)inspections for any portion of the Work to determine final completion AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 10 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) § 4.3.4 If the services covered by this Agreement have not been completed within thirty(30)months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project,including a written program which shall set forth the Owner's objectives, schedule,constraints and criteria,including space requirements and relationships,flexibility, expandability, special equipment,systems and site requirements.Within 15 days after receipt of a written request from the Architect,the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate,give notice of or enforce lien rights. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Section 6.1;(2)the Owner's other costs;and,(3)reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Architect.The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. The Owner's designated representative is to be selected by the Owner. Owner represents and acknowledges that Owner's Designated Representative is qualified to and shall carry out the duties and responsibilities of Owner's Designated Representative. The Owner's Designated Representative is authorized to act on the Owner's behalf with respect to the project and the Architect is entitled to rely on the decisions and instructions of the Owner's Designated Representative. The Owner's Designated Representative shall be reasonably available and present at scheduled meetings in order to provide information and decisions in a timely manner so as to not negatively impact the Architect's schedule and/or the construction schedule. In the event that the Owner's Designated Representative fails to carry out his/her duties and/or changes a previous decision or instruction and/or fails to inform the Architect of the decision in a timely manner and such failure causes the Architect to incur costs,including but not limited to redoing work,the Owner shall reimburse the Architect for all time spent on the rework on an hourly basis. § 5.4 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 structures;designated wetlands; adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site;locations,dimensions and necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade,including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers,which may include but are not limited to test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,seismic evaluation,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. § 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants.The Owner shall furnish the services of consultants other than those designated in this Agreement,or authorize the Architect to furnish them as an Additional Service,when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided. The Owner shall contract licensed professional consultants for design,construction documentation and other services related to the Project. The contracts between the Owner and the Owner's consultants shall require the consultants to coordinate their drawings and other instruments of service with those the Architect and to advise the Architect of My potential conflicts between such documents. The Architect shall have no responsibility for the components of the Project designed by the Owner's consultants. The Architect'review of the consultant's drawings and other AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 11 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) work is solely for consistency with the Architect's design concept for the Project. The Architect shall be entitled to rely on the technical sufficiency and timely delivery of documents and services furnished by the Owner's consultants,as well as on the computations performed by those consultants in connection with such documents and services,and shall not be required to review or verify those computations or designs for compliance with Applicable Laws or Governing Authority(s)Requirements. The Owner shall require Owner-retained consultants to provide any information and support documentation that the Architect deems reasonably appropriate or necessary. The Architect shall not be liable,and the Owner,Owner's successors,Assigns and Agents waives all claims against the Architect,for damages sustained and losses and expenses incurred by the Owner resulting from any services performed by Owner-retained consultants. § 5.7 The Owner shall furnish tests,inspections and reports required by law or the Contract Documents, such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. § 5.8 The Owner shall furnish all legal,insurance and accounting services,including auditing services,that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project,including errors,omissions or inconsistencies in the Architect's Instruments of Service. § 5.10 Except as otherwise provided in this Agreement,or when direct communications have been specially authorized,the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents.The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 5.11 Before executing the Contract for Construction,the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement,the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors'general conditions costs, overhead and profit.The Cost of the Work does not include the compensation of the Architect,the costs of the land, rights-of-way,financing,contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information,and may be adjusted throughout the Project as required tinder Sections 5.2,6.4 and 6.5.Evaluations of the Owner's budget for the Cost of the Work,the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect,represent the Architect's judgment as a design professional.It is recognized,however,that neither the Architect nor the Owner has control over the cost of labor,materials or equipment;the Contractor's methods of determining bid prices;or competitive bidding,market or negotiating conditions.Accordingly,the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of Work,the Architect shall be permitted to include contingencies for design,bidding and price escalation;to determine what materials,equipment,component systems and types of construction are to be included in the Contract Documents;to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work.The Architect's estimate of the Cost of the Work shall be based on current area,volume or similar conceptual estimating techniques.If the Owner requests detailed cost estimating services,the Architect shall provide such services as an Additional Service under Article 4. AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 12 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner,through no fault of the Architect,the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,the Architect shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget for the Cost of the Work,and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal,the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect,revise the Project program, scope,or quality as required to reduce the Cost of the Work;or .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4,the Architect,without additional compensation,shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services,or the budget as adjusted under Section 6.6.1.The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service,or any other information,the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form,they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 "Subject to payment of all sums due,the Architect assigns the copyrights of the respective Instruments of Service prepared by the Architect in connection with the project,including the Drawings and Specifications to the Owner. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service,the Owner releases the Architect and Architect's consultant(s)from all claims and causes of action arising from such uses. AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 13 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) § 7.4 Exeept for-the heenses granted in this Arliele 7,no odier-heense or-Fight shall be deemed gfanted or-implie hisWdmepAs of Sefviee shall be a+the Ovffier-'s sole risk ffid vvMotA liability to 04e Ar-ehiteet eftd the Ar-ehiteet's ARTICLE 8 CLAIMS AND DISPUTES § 8.1 GENERAL § 8.1.1 The Owner and Architect shall commence all claims and causes of action,whether in contract,tort,or otherwise,against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against each other and against the contractors,consultants,agents and employees of the other for damages,except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2007,General Conditions of the Contract for Construction.The Owner or the Architect,as appropriate,shall require of the contractors,consultants,agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect and Owner waive consequential damages for claims,disputes or other matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination of this Agreement,except as specifically provided in Section 9.7. 8.1.4 Indemnity for claims that arise from non-professional services. Architect, to the fullest extent permitted by law, shall defend, indemnify and hold harmless the Owner, its officers, directors, and employees from and against claims, losses, damages, liabilities, including reasonable attorneys' fees, for bodily iniury, sickness or death, and property damage or destruction to the extent resulting from the acts or omissions of Architect, anyone employed directly or indirectly by Architect or anyone for whose acts Architect may be liable. Nothing in this paragraph shall any to indemnification for claims arising from professional services,which are addressed in article 8.1.5 of this Agreement. 8.1.5 Indemnity for claims that arise from professional services. To the fullest extent permitted by law,Architect agrees to indemnify and hold the Owner, its officers, directors, shareholders and employees harmless from and against liabilities, damages and costs (including reasonable attorneys' fees) to the extent caused by the negligence of the Architect in performance of professional services. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by an applicable statute of repose or statute of limitations. This indemnification expressly excludes the duty of Architect to defend the Owner, its officers, directors, shareholders and employees. However, the absence of the duty to defend shall not preclude Owner,its officers, directors, shareholders and employees from seeking its reasonable attorneys' fees as part of its damages where and to the extent such fees are caused by Architect's negligence. Nothing in this section shall apply to indemnification for claims arising from non-professional services which are addressed in article 8.1.4 of this Agreement. § 8.2 MEDIATION § 8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution.If such matter relates to or is the subject of a lien AIA Document B101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 14 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) arising out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by . mediation. § 8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation vdiieh,unless the paFties mtttaally agree o+hem4se, shall be administer-ed by the Amer-iean the mediation.A request for mediation shall be made in writing,delivered to the other party to the Agreement,and filed with the person or entity administering the mediation.The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but,in such event, mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of€rlipt,-notice,unless stayed for a longer period by agreement of the parties or court order. The Owner andthe Architect further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the Project and to require all independent contractors or consultants also to include a similar mediation provision in all agreements with subcontractors,subconsultants,suppliers or fabricators so retained, thereby providing for mediation and then litigation as the primary method for dispute resolution between the parties to those agreements. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of binding dispute resolution shall be the following: (Check the appropriate box.If the Owner and Architect do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ ] Litigation in a court of competent jurisdiction [ ] Other(Specify) IF THE PARTIES FAIL TO RESOLVE THE DISPUTE THROUGH NEGOTIATION IN ACCORDANCE WITH SECTION 8.2 AND LITIGATION IS COMMENCED,EACH PARTY EXPRESSLY AND KNOWINGLY WAIVES ANY RIGHT TO A JURY TRIAL IN SUCH PROCEEDING. § 8.3 ARBITRATION § 8.3.1.1 A demand fer-afbi44ieff shall be made ne eaffief diaff eeneuffef*w4h+he filiiig ef a fe"est fe media+ieii,bt4 iii ne ev&4 shall it be made after-the da+e"eii the iffs644ieii ef legal ef eq-ttitable pfeeeediiigs based AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 15 of this AIA111 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) § 8.3.2 The foregoing agreemew to ar-WF4e and other-agFeemews to ar-WF4e widi an additional per-son or-epAi § 8.3.4.1 Either pafty,a+its-sial-Pe d—i-IsPe-4-:et-lion,may eonsolida*an afbi4f4iee eeiidtteted tffider-this AgreemepA with ffliy § 8.3.4.2 Eidier pafty,a4 its sole diser-etion,ma-y inelffde by joinder-per-sons or-e4i6es sttbstffiq+ia14y 4welved iii ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement,such failure shall be considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement.If the Architect elects to suspend services,the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services,the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project,the Architect shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect,the Architect may terminate this Agreement by giving not less than seven days'written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Architect,the Architect shall be compensated for services performed prior to termination,together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 16 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) § 9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated. § 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is Seetien 8.3.1ocated. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2007,General Conditions of the Contract for Construction.However,for purposes herein,the term "work" shall mean those proiect elements within the Architect's Scope of Services. § 10.3 The Owner and Architect,respectively,bind themselves,their agents, successors,assigns and legal representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender,the Architect shall execute all such consents that are consistent with this Agreement,provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution.The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement,the Architect shall have no responsibility for the discovery, presence,handling,removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project site. However,if Architect becomes aware of the existence of hazardous materials at the site. Architect shall give written notice to Owner. It is acknowledged by both parties that Architect's scope of service does not include any services related to asbestos or hazardous or toxic materials. In the event Architect or any other party encounters asbestos or hazardous or toxic materials at the job-site,or should it become known in any way that such materials may be present at the job-site or in any adjacent areas that may affect the performance of Architect's service.Architect may, at his or her option and without liability for consequential or other damages, suspend performance of services on the project until the Owner retains appropriate specialist consultants or contractors to identify,abate and/or remove the asbestos,hazardous or toxic materials and warrant that the job-site is in full compliance with applicable laws and regulations. Architect shall give written notice to Owner of the discovery of hazardous materials before Architect suspends performance of services on the project. To the extent permitted by law.Owner agrees to indemnify,defend,and hold Architect harmless from all claims,expenses,and damage arising from or related to,hazardous materials including asbestos-containing materials that are or may be found to exist in the Project. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the completed Project to make such representations.However,the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 10.8 If the Architect or Owner receives information specifically designated by the other party as "confidential"or "business proprietary,"the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to(1)its employees,(2)those who need to know the content of such information in order AIA Document B101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 17 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) to perform services or construction solely and exclusively for the Project,or(3)its consultants and contractors whose contracts include similar restrictions on the use of confidential information. 10.9 Owner and Architect understand,acknowledge,and agree that Architect shall be acting as an independent contractor at all times during the performance of this Agreement and no provision or obligation expressed or implied in this Agreement shall create an employment or agency relationship. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3,the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.) Lump Sum fee for One Million Fifty-Eight Thousand Five Hundred Dollars plus reimbursable expenses(estimated at approximately$50,000)as defined by Exhibit A. § 11.2 For Additional Services designated in Section 4.1,the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.If necessary, list specific services to which particular methods of compensation apply.) On a lump sum basis in accordance with a written proposal submitted by the Architect for specific Additional Services. § 11.3 For Additional Services that may arise during the course of the Project,including those under Section 4.3,the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.) Hourly per Article 11.7 and Article 4 hereof. § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus Zero percent(0%),or as otherwise stated below: § 11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: Schematic Design Phase Sixteen percent ( 16 %) Design Development Phase Twenty Five percent ( 25 %) Construction Documents Thirty Six percent ( 36 %) Phase Bidding or Negotiation Phase Two percent ( 2 %) Construction Phase Twenty-One percent ( 21 %) Programming/Test Fits Total Basic Compensation one hundred percent ( 100 %) § 11.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not constructed,compensation for those portions of the Project shall be payable to the extent services are performed on those portions,if any,in accordance with the schedule set forth in Section 11.5 based on (1)the lowest bona fide bid or negotiated proposal,or(2)if no such bid or proposal is received,the most recent estimate of the Cost of the Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants,if any,are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants'normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 18 of this AIA111 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) Employee or Category Rate Corgan Associates Hourly Rate-2016 Managing Principal $350.00 Principal $325.00 Associate Principal $300.00 Vice President $275.00 Senior Associate $225.00 Associate $200.00 Aviation Planner $300.00 Senior Project Manager $275.00 Project Manager $250.00 Senior Lighting Designer $225.00 Lighting Designer $200.00 Project Architect $200.00 Project Architectural Staff $185.00 Architect $175.00 Architectural Designer $170.00 Architectural Staff $160.00 Architectural Intern $125.00 Student Architectural Intern $85.00 ID Project Manager $170.00 Project Interior Designer $150.00 Interior Designer $135.00 Interior Design Staff $120.00 Interior Design Intern $110.00 Student Interior Design Intern $85.00 Specifications Writer $175.00 Design Applications Specialist $160.00 QA/QC Coordinator $160.00 Project Analyst $160.00 Graphic Designer $140.00 Graphic Design Intern $70.00 Document Control Analyst $120.00 Administrative Assistant $120.00 § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project,as follows: .1 T-Fanspettfffie>}Out-of-town transportation and authorized out-of-town travel and subsistence; .2 Long distance services,dedicated data and communication services,teleconferences,Project Web sites,and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing,reproductions,plots, standard form documents; .5 Postage,handling and delivery; .6 Expense of overtime work requiring higher than regular rates,if authorized in advance by the Owner; .7 Renderings,models,mock-ups,professional photography,and presentation materials requested by the Owner; .8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project,or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; AIA Document 13101 TM-2007(formerly B151 TM-1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 19 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) .10 Site office expenses;and .11 Other similar Project-related expenditures. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's eenstiftat4s plus pefeeiI4 ° consultants. § 11.9 COMPENSATION FOR USE OF ARCHITECTS IA MENTC�CoERVIC fellewsi 11.8.3 REBIBURSABALE EXPENSES Notwithstanding anything herein to the contrary,it is mutually agreed that the following flat-rate charges will apply as in-house expenses: Out-of-town Mileage to Job Site $0.450/mile Photocopies $0.09/copy Digital Printing—B&W $0.30/SF first off $0.15/SF additional copies Digital Printing—Redline $1.50/SF Digital Printing_ —Color $3.50/Bond media $6.00/SF Glossy media Review&Presentations(Not for Construction Drawings) (The exact charge will vary with sheet size and be based on Corgan Associates,Inc.'s prevailing standard rates) Sales Taxes will be charged in accordance with state law. § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of zero ($0 )shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.10.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed.Payments are due and payable upon presentation of the Architect's invoice.Amounts unpaid six 60 )days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) 4;--Ten percent(10%)per annum,but in no event higher than the highest rate allowed by law § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect,or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses,expenses pertaining to Additional Services,and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: 12.1 WARRANTIES Any language,term,or condition of this Agreement to the contrary notwithstanding,THE ARCHITECT MAKES NO EXPRESS OR IMPLIED WARRANTIES,INCLUDING WARRANTIES OF MERCHANTABILITY OR AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 20 of this AIA111 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) FITNESS FOR ANY PURPOSE,REGARDING THE ARCHITECT'S SERVICES,WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. 12.2 RESPONSIBILITY FOR PRODUCT SUITABILITY Any language,term or condition of this Agreement to the contrary notwithstanding,with regard to new equipment, materials,and products(herein called products)required by the Architect's construction documents,it is understood the Architect is relying on stated and implied representations made by manufacturers,suppliers and installers of such products as beingsuitably uitably fit for their intended purposes. The Architect is not responsible for the product's failure to perform consistent with those representations. 12.3 NO FIDUCIARY RESPONSIBILITY OF THE ARCHITECT TO THE OWNER The provisions of this agreement constitute the complete responsibilities and define the relationship of the Owner and Architect,moreover,nothing herein establishes a fiduciary responsibility of the Architect to the Owner. 12.4 RESPONSIBILITY FOR CONSTRUCTION COST For projects on which a General Contractor or Construction Manager is responsible to furnish pricing during the design and subsequent phases of the project,the Architect shall have the right to rely on cost information furnished by the General Contractor or Construction Manager. The Architect shall assist the Owner in the Owner's review of the Contractor's or Construction Manager's pricing,but does not accept responsibility for the accuracy of the Contractor's or Construction Manager's estimates or other pricing work in so doing. The Architect shall not re-design or provide other services required of the Architect in the event of the Contractor's or Construction Manager's failure to provide such pricing in a timely or accurate manner,unless the Architect is compensated by the Owner for the additional services rendered. 12.5 DESIGN CONSISTENCY The Owner understands and acknowledges that although the Instruments of Service shall be prepared within the Standard of Care stated in paragraph 2.2 of this Agreement,the Contractor may require additional information from the Architect to clarify and coordinate the design intent shown in the Construction Documents that result in increases in the Construction Cost. Therefore,the Owner agrees to include a contingency in the Owner's construction budget to pay for construction costs arising from such issues and TO RELEASE THE ARCHITECT FROM LIABILITY FOR DAMAGES ARISING FROM RELATED INCREASES IN PROJECT CONSTRUCTION COST that are in aggregate,less than(two percent) of the total Construction Cost. For the purposes of this Parag h,damages are defined as the cost of construction relative to the Project added by Change Order that is more than the cost would have been if the information for that construction had been included in the original Construction Documents. 12.6 OMITTED PROJECT COMPONENT If a component of the Project is omitted from the Contract Documents due to the negligence of the Architect, Architect will not be liable to the Owner to the extent of any betterment or value added to the Project. Specifically, the Owner will be responsible for the amount it would have paid for the component if it had been included in the Contract Documents. Further,if it is necessary to replace a component of the Project due to the negligence of the Architect,it will not be liable to the Owner for any enhancement or upgrade of the component beyond what was originally included in the Contract Documents. In addition,if the component has an identifiable useful life that is less than the building itself,the damages of the Owner shall be reduced to the extent that the useful life of the component will be extended by the replacement thereof. 12.7 RECORD DRAWING DISCLAIMER To the extent that the Architect's scope includes preparation of record Drawings,Owner acknowledges and agrees that Architect and its Consultants are relying on the information provided by the Contractor and assumes that the information contained in the as-built drawings provided by the Contractor is accurate and correct.Neither Architect, nor any of its consultants or their employees,makes any warranty,expressed or implied,or assumes any legal liability or responsibility for the accuracy,reliability,completeness and/or usefulness of any information contained in the Contractor's as-built drawings. Architect and Architect's consultants disclaim any responsibility and/ liability for errors contained in the Record Drawings to the extent such error is caused by incorrect information provided by the Contactor. 12.10 COPYRIGHT INDEMNITY AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 21 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) Owner warrants to Architect that it is the owner of all material,methods,systems or other information that it provides Architect in connection with this Agreement. Owner shall to the extent permitted by law,defend, indemnify,and hold harmless Architect,its agents,employees,affiliates,and representatives from all suits or claims of infringement of any intellectual property rights arising out of any material,methods,systems or other information provided by Owner to the Architect,and Owner shall be liable for all loss sustained by the Architect,including all damages,costs,and expenses of whatsoever kind or character,including,but not limited to,attorney's fees and expenses incurred by Architect,its agents,employees,affiliates,and representatives. Owner shall require this same indemnity from the Contractor/Construction Manager to the Architect,its agents,employees,affiliates,and representatives in the Contract for Construction between Owner and Contractor/Construction Manager. 12.11 ACCELERATED DELIVERY PROCESS(Delete if project is not fast track or phased with an accelerated schedule); In the event Owner chooses to take advantage of the time and cost saving benefits of an accelerated project delivery process,Owner acknowledges that it has been advised that the project will be affected by such a process. Some of the effects of an accelerated project delivery process include the necessity of making early or premature commitments to design decisions and the issuance of incomplete and uncoordinated construction documents for permitting,bidding,and construction purposes in order to maintain a fast track or accelerated schedule,or the actual progress of the work of the General Contractor. Owner acknowledges that it has been advised that the project,if developed on an accelerated project delivery basis,may require associated coordination,design,and redesign of parts of the project after construction documents are issued and the construction contract is executed,and may require removal of work in place,all of which events may cause an increase in the cost of the work and/or an extension of the project construction schedule.Therefore,Owner acknowledges and understands that change orders arising from the accelerated project delivery process should be expected as a part of and related to this process,and Owner understands the necessity of including sufficient contingencies in the budget for the cost of the work to account for additional costs and construction schedule extensions arising from this process and agrees to include such contingencies in the project construction budget commensurate with industry standards for projects of similar scope and quali , of this project. 12.12 LEED CERTIFICATION SERVICES (Delete if scope does not include LEED services); The Owner acknowledges that the LEED Green Building Rating System,and other similar environmental guidelines (collectively"LEED"),utilizes certain design and usability recommendations on a project in order to promote an environmental friendly and energy efficient facility. Owner further acknowledges that Architect has advised of such and Owner wants to move forward.In addressing these guidelines,the Architect shall perform its services with that degree of skill and care ordinarily exercised by similarly situated members within its profession,involved in the design of similar projects in the same locale as the Project.The Owner acknowledges and understands,however, that LEED is subject to various and possibly contradictory interpretation.Furthermore,compliance may involve factors beyond the control of the Architect,including but not limited to the Owner's use and operation of the completed Project. The Architect will use reasonable care consistent with the foregoing standard in interpreting and designing in accordance with LEED,but does not warrant or represent that the project will actually achieve LEED certification.The Architect shall not be responsible for the Contractor's failure to adhere to the Contract Documents and My pplicable laws,codes, and regulations incorporated therein,nor for any changes to the design made by the Owner without the direct participation and written approval of the Architect.Likewise,the Architect shall not be responsible for any environmental or energy issues arising out of the Owner's use and operation of the completed Project.Furthermore,Architect specifically disclaims any wagM. or promise of certain energy savings resulting from the design of the Project. The Owner and Architect acknowledge that Project may pursue LEED certification,and in doing so may include new or innovative products,technologies or methods in order to accomplish this objective. The Owner acknowledges that such innovative products,technologies and methods may lack a proven long-term history of successful application and due their innovative nature,it is therefore possible that they may carry with them collateral consequences or may not realize their intended objectives. The Owner agrees that it has weighed the relative risks and rewards,and accepts the potential risks in order to incorporate such innovative products, technologies or methods as necessary to achieve desired level of LEED certification. If Architect is to act as the "registrant"for the project,Owner agrees to execute the Confirmation of Agent's Authority document provided by USGBC. AIA Document B101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 22 of this AIA111 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) 12.13 MARKETING Owner gives Corgan Associates,Inc.'s communications representatives permission to externally promote and market the architectural design and/or services provided by the firm to media outlets,industry organizations and other external target audiences on a national and global scale. Corgan Associates,Inc.'s PR department shall coordinate efforts with the Owner before commencing with communications strategies. 12.14 TAX COMPLIANCE To assist in Corgan Associates,Inc.'s tax compliance,upon final acceptance,the Contracting Officer or an Authorized Representative of the Owner of the building agrees to execute any documents related to Section 179D of the Internal Revenue Code. Corgan Associates,Inc.will be responsible for preparing these documents,all accompanying documentation and the contents therein.Corgan Associates,Inc.will be designated the sole Section 179D beneficiary. 12.15 STATEMENT OF JURISDICTION The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of persons registered as architects or interior designers in Texas. The Board may be contacted: P.O.Box 12337, Austin,Texas 78711-2337 or 333 Guadalupe, Suite 2-350,Austin,Texas 78701-3942,Phone: 512-305-9000;or www.tbac.state.tx.us. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B 101 T"L-2007,Standard Form Agreement Between Owner and Architect .3 Other documents: (List other documents, if any, including Exhibit A,Initial Information, and additional scopes of service, if any,forming part of the Agreement.) Exhibit A-Architect and Consultant Base Fee This Agreement entered into as of the day and year first written above. OWNER ARCHITECT (Signature) (Signature) Mary Hart,Principal (Printed name and title) (Printed name and title) AIA Document 13101 TM—2007(formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 23 of this AIA111 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030) Certification of Document's Authenticity AIA® Document D401 TM — 2003 I,Mary Hart,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with this certification at 12:57:06 on 12/20/2016 under Order No. 5756979102_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA®Document B 101TM—2007, Standard Form of Agreement Between Owner and Architect,as published by the AIA in its software,other than changes shown in the attached final document by underscoring added text and striking over deleted text. (Signed) (Title) (Dated) AIA Document D401 TM—2003.Copyright©1992 and 2003 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 12:57:06 on 12/20/2016 under Order No.5756979102_1 which expires on 03/18/2017,and is not for resale. User Notes: (1496479030)