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HomeMy WebLinkAboutRes 2022-09-1263 BRW Architectis AIA - Library ProjectCITY OF ANNA, TEXAS RESOLUTION NO. aoaa--o 9 - ra�3 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PROJECT SPECIFIC PURCHASE ORDER FOR PROFESSIONAL SERVICES AND ASSOCIATED AIA CONTRACT BY AND BETWEEN THE CITY OF ANNA, TEXAS AND BROWN REYNOLDS WATFORD ARCHITECTS FOR ARCHITECTURE AND STRUCTURAL ENGINEERING DESIGN SERVICES RELATED TO THE EXTERIOR SHELL OF THE ANNA COMMUNITY LIBRARY, IN A FORM APPROVED BY THE CITY ATTORNEY, PER THE PROPOSAL SHOWN IN EXHIBIT "A" ATTACHED HERETO, AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in May of 2021 Anna neighbors approved $22,000,000 in 2021 Bond Funds for the construction of a new public library in the City of Anna, Texas; and, WHEREAS, the exterior architectural design and building structural design are a key component to the Library project, which is a capital project identified in the City of Anna Strategic Plan to redevelop and energize downtown Anna; and, WHEREAS, Brown Reynolds Watford Architects was pre -selected in the City of Anna multi- disciplinary Request for Qualifications process completed last year; and, WHEREAS, the City is seeking to contract with Brown Reynolds Watford Architects for architecture and structural engineering professional services pertaining to the project; and, WHEREAS, Brown Reynolds Watford Architects will design the exterior building shell in accordance with the Project Charter for the Anna Public Library project as adopted by Resolution of the City Council of the City of Anna, Texas on May 10, 2022; and, WHEREAS, Brown Reynolds Watford Architects will design the exterior building shell in accordance with the conceptual design and renderings presented to the Anna Public Library Task Force and Anna City Council in July of 2022; and, WHEREAS, the services provided by Brown Reynolds Watford Architects will be funded through 2021 Bond Funds; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization. A. That the funding shall be $562,000 in 2021 Bond Funds. B. That the City Council hereby approves entering into and authorizes the City Manager to execute a professional services agreement with Brown Reynolds Watford Architects for the scope of services identified in Exhibit "A" attached hereto. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this&Vlay of 41 , 2022. ATTEST: t` 4'fU41lPl�(11f A � ttE,� VL City Secretary, Carrie L. Land 0 111ayor l��l/pjil�€Iltht lb4VA����A Pro Tem, Lee Miller CONTRACT EXHIBIT A September t 2, 2022 City of Anna 201 E. 711' Street Anna, TX 75409 EXHIBIT "A" BROWN REYNOLDS WATFORD ARCHITECTS J535 TRAVIS BTRCCT SVITE 2.50 DAtIAS, TEXAS 7520A :l14-51R•8704 VY W W. RFWAKH.CQM PROFESSIONAL SERVICES PROPOSAL FOR THE CITY OF ANNA ANNA COMMUNITY LIBRARY — ARCHITECT OF RECORD DESIGN SERVICES Brawn Reynolds Watford Architects are pleased to submH this professional services proposal for the new Arna Cornmurti►y Library. The project scope and budget, along with our proposed team, scope of services, project schedule, and compensatiorn ore described below. Project Scope We understand that the City of Ar"M has previously procured architectural and ellgbneering design services to provide concept design and various portions of the design services for the project. The Anna ContnxAty Library Is a new construction library according to the concept design for the project, as allowable within the construction budget. Brown Reynolds Watford Architects' proposed services include services as defined in the Matrix of Responsibilities, general project coordination as required for the Archteetl of Record, and other services as Indicated in this proposai. Project Construction Budget and Construction Delivery Method • The Owner's Construction Budget is approximately Sl 3,420,000, excluding parking lot paving and certain other site utitines that ore planned to be designed and constructed as part of a separate project and paid for from a separate budget. Coord6notion between the site project and the Anna Community Library project is anticipated to be required as part of the Architect's scope of services for this project. • The project is anticipated to have a single General Contractor, selected through a Competitive Sealed Proposals delivery method. The Architect will prepare one set of Contract Documents, as opposed to a "fast -trade" construction method with multiple document packages and construction pinuses. Project Design TeanT Owner's Consultants: In odditian to Brawn Reynolds Watford Architects, the Owner has the following direct consultants: • Project Advocates Owner's Project Manager & Cost Estimaling — Phil Miller Principal Alma Zamora Project Manager • 720 Design, Maureen Arndt Michelle Hayes 720 Design's Sub -Consultants Include: o Reed Wells Berson Design Architect Principal Project Manager j Interior Design Mechanical j Electrical j Ptunsbing a I #OMrri Ity Library eofessional Services Proposal Septe ber 12,2022 lacage Cr F1'5 Woodrow Woods, s ieogtg� hall Perkins �Tt�Rj Bill Snalth Mcholos Nelwn A tJ ¢ iT ACrsustics 1 urltI SpIcificotions Willing (for ✓ 0 Design scope iteraas I frderkirs Lcaradzcape ttrigtatisrsi �seslgrt � Cress=roar Engineering: Civil Eaag ring Donny Davis Shaun Kanto" It is catiticiptated to Griot nicer! zervices will ise ca SobCoraultonf to Lessner, or a direct consultes:rat to oiovner. • tsdditi�5eitatty, ilea City irtterads tc> procure services Errs seal r Band Third Pasty Eraeegy' Inspection. Cormissioning services may either be tECC code ntirnatrum or ca [eve of enhanced ccarr `ssiorra at Owner`s preference. Ersgirieerans cortsuiisaaats not Pr Wired udder BR1N's cow€oct wi°I saerfornt their wo<k carrel to�iliTtsrna�+�te vith BRA' in a manner that is substantially sirrailcar to It they were subconsultonts of BRW. � BR Ardritecrs, irati. t eatk v cttfaod0 AIA Stephen stilt, AIA emetsr Snuth enee Bern, AIA Sonya Shots, AIA � 10 Engineer ing i ' Crtcass Street Dollos, TX 75207 t Barry integer, P.E. Ar " "teti i�alsarscagira farira*�pcal Project Principal P€o ec't Manager Proett Aedsitect Structvrral Engiraeerlasg Bozic services include the fe,tosaint9 s Arcfritectur€at design �tsctildars sfreii, site sand exterior t sdiaration, and Arett&tect caf Reccaa^c coordination of disciplines, and trs clef isr rn tine Matrix of Responsibilit es). BRW will heave pri€nttr7 re.ptartsiirilEfiy fret p atfctagirag design poses lssitans crud csanst€cation documenfs. o Specifications scope iratiudes all tischrikol secliont related to the building envelope, arth€teatut al sectioris retzated to site and exterior work, Division 00rind 01 'front end" rpecificc tioraz, and gioteral pso;ect ra arnical coordination ,' packaging. Specificaticim prepared by portiea not under SRW contract wA elthef follow BRW specification formatting or well be ar.otrptoble to Owner to have €nultipte diff isrent formats in the complete project rnonvoL All disciplines will follow level 3 6 digit) Moiterfotmot section numbering as coordinated by RRW, o Include r LE i3 ttredtiist or tusttaincabits constrirctior features te.t for reporting ustoinable features of the design. (However, LEER or cattier greert to riding ,egisacrtion, verification and certification processes care excluded services). + Siructuscal engineering, including stsuctutat design criteria, foundation rand superstructure design, along with Building Itripect on Deportment re rerrtents.Also includes dur€pster e%rciosure and inorniment sign structural design as rr o y be reciui. it0 %OMMLMFIY Lfbrary rofes ional Services Proposal September 1 f'age 3 SRC slit be prirtaar#Cy res�a ib'.e to paaage arasf sbn€it desfgri pttssse �tiverables. Tate allowing Atchit 's onticipated design phase subrr tsaals and 0wrier review <rteete'rags andaide the fotiolrtga c 1 f30% Schematic Design 5 % Design Development 1 % Designs Development r 5011a Construction Fats r 5% Construction Documents 1 % C - tructioan Documents (no cost estimate update by Project Advocates) C rpliaa e with applicable codes aztd ordErasanees. R d will tegilitef the project with T LR and will submit TDLR TAS (Texas Accessibility Standards) plait review and provide reipanse to pion review oumrnenis. Also, BRW will coordlnate the site Inspection at the corrrpletiort of Construction. TDLR reg61trationf plan review and site irispeetion fees are feirnWrsable expenses. Owner reserves *tie right to select as Registered Accessibility Specialist (PAS,, or to reject a peopo RAS us may be suggested by A.rchitecto BRW will hove frritnory responsibility to cornplte subinit, and coordinate the building consi'r flan petmil and responses to per€nit a nts. The Civil Engineet (Owma stir consultant] will be resp r ;Late to submit engineering and planning and zoning ivbtmssions. Attend Cotivraction Administration phase site observation -site visits ond,ior OAC's overagir'ag twice per tironth, with online site visits on alternate weeks_ The Contractor will be responsible to take and distribute tatieting minutes.. o BR 's r gulca€ site visits and n etings will decrease to onis each per month after dry4n o The Structural Eng€€seer has: included up to 15) site visits cam field reports in their basic servtces. General Comroctor Selection Assistance, Including evo=utatlon and/or scaring of the Seated Proposal submissions and participation In the interviews. a Partt`ct Lion In (up to 31 Community Forums or Updates. • Coordination of oveYaf[ substantial completion and ftnat completion walk activities, tompiled Ar` pundt list, closew, documentation review and other typical Architect's project closeout services. + Upon execution of R 's waiver tsar, and the Sttuetural Engineer's waiver form, ERW wilt provide the Gtnitactcar whit either the Revit model or with selected Autocad formal df awing sheets for theft use in preparing shop drawing subndttals. BRW will not prepare bock9found drawings for cite Contractor. BRW can not ensure that consultants riot hired under R d's contract will provide sirrtllair orcomartrdation to the Contractor in releasing edhaable format fifes to the Clara+race or. Siaryhsfettaeatteai ea'n€ices Constr i Adaatirn'stceatior, zervlees p€ovieed beyor�3 ratatety j94j eatendcar drays site. rite Substantial Completion date establlshed in the original constfuthon Contract. In Soon cases, the Architect shall receive Additional Serv€tes compensated air an haoarrfy basis, or as a rttontfily fee ealaatal to Lire total totutruchon a adrnirnistrotion phase basic service: fee divided by the number of moviths per the original t struCtaort dctothitL The aarcha'tect's fee is based upon a percentage of the corntructloo bardgeL Should tire Owner increase the construction budget by more tmat 5°lo this.... the Ar `tect sttaait be due additional service earrrra ensurcate With the #r €ease in the scope of design services. Should the budges be increased to Pratt due tar future t truct4on cost escalation beyond that which is predicted cat the s e tic des gn esttiriaate, these the Architect .head wt be due additional basic services fee for the portion of an increase ir: budget that is attributable to greater than araticipated construction cost escolorl'on. The escalation factor will be as agreed between the Ardifivct and Owner thrisvjh review of the Schematic Design cost estimate, Final escolution coasts will align with tire escalation rate that has been experienced In the local wivatuction market. The additional services for inceea sed budget shall be calculated as the Increase In the construction budget over $13,400,000 minus unanticipated test escolotfon, times 4%, unless another c alculotion is substituted tbaat is tnuriolly agreed to angst with the lnarease Inscope of architect's services that is regsa#re€t. 5ervieet F+rcavided by �tvrner os 4aaaer' �onsuftctnts The Owmsr shail retain conwhonts or veridott to furnish the below design services and building systems orouthorize the Avchitect to furnish them at an Additkaneai Services wheat such services are required to cortiplete the pto(ect. erst aical survey mcludmiq a seasonable number of deep arid shallow borings, for buitdir€cy foundation and site paving design recomiencloticim as teco is . nded b Structural and Civil Engineers, as well as supplententtal reports as moy be reeivired to provide adisquate design reconire ations for the complete project deslgri. Owner, or Owner's Civil Eng €eet will be responsible feat property zor ng modificatictear it lending Ptaaa€ted Devetopmems (Pin) or Special Use Permits (SLIP), if opplkoble. Bouirdary survey showing oosenertts, d*df-canions, flood paains, and other Information fecluired by the city. The survey will peovid nteriurneratatisan of the perimeter boundorlei. TopegraphLeturvey of the site; the ad(acent runts -of -way, rare an opptoarimate 0' buffer strip along ttie peflawleter of the property boundary, The topographic sur°vay will consist of field locating visually identified structures, paving, wilities, and irnprovi nts within and adjacent to the proposed property boundories. The topographic survey will also include field nieeatured spat etevollore, sufficient to create contours at V latceententi. including tree survey if required for compliance with regulatory retiui€em h, e Lcab +rotcray coruttuctiort moteriols testing cared irispectiorn, irteludir€g code-tertulred :peas! Inspections (during construalorij. Commissioning end 3rd=party energy hasp ions re 4uireel by Witting code:, if not provided by the Contractor. • Owner, or Civil at MEP Engi ens will provide fronchise utility coordirnsficri Cost Estimating services (by Pr lord Advocotes ;eelu�icrttrr frc►t�n Atcfsitc#'s tvf�z Tine need rot tl lelova ter es is t anticipated at this tirrte, awe ter, thearaitec ccauldrrovid* thern as Additional Services, of authorized by the Owner to coteplete the pres(ect. : Interior space programming Storm shelter design s Design for trees supported by structure at roof patio • Incorporation of Coratroctor's At6liullt Dtowl(tgs i+ito electronic record documents m Envito tca! or hazardous moterleais Issues (it it belleved titftat this is not r uired) e Leadership in Energy and Envifori rreratezl Design REED), or other sustrainoWe program, cettsflcratiors Energy modeling and utility bill estonates « Preparation of systems life cycle cost analysis (L ) • Public /j Commurility Meetings beyond the number oltcrwe • Prafessio I models grad tenderea s produced outxof-house s Virtuol reality onirnest€ors modeling and renderings • Design Services related to tire future phase Plaza Grant-wratmg service's 6i0 %.OMMUnHy C#brory Profess octal Services Proposal eptetrtber 12, 2022 doge P#tiiJE�T SHt?31E e oaat#cl ams the foll*wing op rox3 to carve ;aertods fear rise #stol pttoses, as s d upon the wr9er`s stotett sclseelsrle� are �! Corsstructaort cacrrrerat� lsese + Schemolk Detign C teflo" Design Development Completion Cotiotwion Documents #d�$#alb etrsd #"*1eti#ati �#'as�5e struct on Administrtation Phase '#c+t�l roofi uroteora 12 weeks By or before Aug 31, 2023 to 5-1 /2 mont4s allowed pea : edule) fl 1-1 F�2 r ttrs, or less katareax#r€trstely 3 raa ttas d tsrox{ rely 13 manors tapaaaxieaatstetr� , -t � earat#as asea on t#ae scope of servlces descr€tied eaboves, of own Reynolds Warroto r rct€ltects proposes thee warp sure€ fees, plus reaattbtartoble expenses, cos descr#bedbelow. ��sac S,:vates Fees Rea etrsab Exrases 1eaa�cara�e AnA • is Fames #ravoced by phose sheaf! follow # fo#vw+rss3 sc#aesiu#e of o percentage of bask serer#ces: Sofa eta#ac des#bra. t °�° ass Ee've(rifa. _ rst. 2°,�� astrtct rara Documents: 35% `s d#ta and Ne otlovl arr S°r onstruction tsdatinistr€xtaom 25 ekny ead##ao # Irv#ze;s or aaaod##icsts'cras tea t#te �arojt spor rofessi �a# serapes Ey t#sls fro ses€ s## be cau# eared #ra vrr(t#tad y t#re �raer. Bc #t# # Srv#tes sP# be c ers;cate rat toe #oout 3 rotes listed below or for ea negotloted funip sum fee. Additional asmulliont services shot! be iaaYoked at 1W/o of the amount Wiled tire Atchitect. f Ardhat s (BV+l) s #�4ssraea#rah #�r#rrcaol Associate Prindp a# Project M anogeer Pr ect Atcta #ect A f -dtect + Project Coordinator • #ra#rrra rtta##eet Atphrra n af$ on Sstaff 1 5.00 per hour t tr .00 per hoor 0.00 per hoof 13 a.t . r #roar: t 5.00 per liouf ` OW per houf no Community Library Professional Services Proposal September 12, 2022 Page 6 JO Engineering • Portrter • Principal • Engineering Technical Lead • Senor Project Manager • Project Manager • Senior Project Engineer • Project Engineer • Senor Tedinician • Technician • AdmWstrative • Additional Site Visit % Report CONTRACT EXHIBIT A 5285.00 per hour 3245.00 per hour �210.00 per hour 5205.00 per hour S 175.00 per hour b1b0.00 per hour �145.00 per hour S 140.00 per hour al 10.00 per hour 590.00 per hour $10000.00 ea. We hope tfiis proposal rtteets your rxpeUatioru. Please Contact us with any yuestiores. We look forward to working with the City of Arnxs. BROWN REYNOlDS WATfORD ARCHITECTS, INC.. STEPHEN HILT, AlA ASSOCIATE PRINCIPAL MASTER AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF ANNA, TEXAS, AND BRW ARCHITECTS 2021=2026 Made as of the 13 th day of July 20 21 ("Effective Date") Between the City: The City of Anna, Texas 101 S. Powell Parkway Anna, Texas 75409 Telephone: (972) 924-3325 and the Firm: BRW ARCHITECTS 3535 TRAVIS ST. SUITE 250 DALLAS, TX 75204 for the following Project: Master Agreement for Category D -Architecture THIS MASTER AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made and entered into by and between the City of Anna, Texas, a home -rule municipality ("citV" ), and BRW ARCHITECTS [D - Architecture] ("Firm"), to be effective from and after the date as provided above. City and Firm are at times each referred to herein as a "party" or collectively as the " parties. 1) WHEREAS, the City desires to engage the services of the Firm to provide professional services as describe for Category D - Architecture on an on -call basis ("Project"); and WHEREAS, the Firm desires to render such professional services for the City upon the terms and conditions provided herein. NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: That for and in consideration of the covenants contained herein, for the mutual benefits to be obtained hereby and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 FIRM'S SERVICES 1.1 Engagement of the Firm — At City's request and in City's sole discretion, City is entitled to engage Firm from time to time to perform professional services in accordance with the terms and conditions of this Agreement ("Services"). Firm agrees to perform such Services in accordance with the terms and conditions of this Agreement and with any individual written Project Order issued pursuant to Article 1.2 hereof. City reserves the right, in its sole discretion, to hire other firms or Firms for any reason and for any purpose. If any employee of Firm, who is performing the day-to-day Services under this Agreement, is separated, for any reason, from employment with Firm, Firm shall provide City with written notice thereof at least five (5) business days' prior to said separation unless circumstances City of Anna, Texas —Master Professional Services Agreement Page 1 Category D -Architecture 3199870 reasonably warrant a shorter notice period, which shall not exceed two (2) business days following the separation. 1.2 Scope of Services —The Services to be provided by Firm to City shall be as mutually agreed to in a separate written Project Order, in the format as stated in Exhibit A, executed by City and Firm ("Scope of Services"). Whenever used in this Agreement, the term Services shall mean those services specified in this Agreement and in a Project Order issued pursuant to this Agreement and all related work. Each Project Order shall include, directly or by reference, appropriate cost and pricing data and such other documentation as required by the City. Each Project Order shall be subject to and integrated into this Agreement, and the terms of this Agreement are incorporated into and made a part of each Project Order by reference to this Agreement. All Services within the Scope of Services shall be performed by the employees of Firm or Firm's officers, employees, agents, representatives, sub -contractors or sub -Firms unless otherwise provided in a Project Order. Firm shall be wholly and solely responsible for any Services or subcontracted Services provided by any officer, employee, agent, representative, sub- contractors or sub -Firms of Firm (collectively, "Firm's Personnel"). If at any time after entering into this Agreement, City has any objection to Firm's representative or to any of Firm's Personnel, or any objection to any personnel of sub -Firm retained by Firm and assigned to perform the Services, Firm shall promptly propose substitutes to whom City has no objection. The parties understand and agree that deviations or modifications to the Scope of Services, in the form of written change orders, may be authorized from time to time by City ("Change Order(s)" ). 1.2.1 Requirement of Written Change Order — "Extra" work, or "claims" invoiced as "extra" work, or "claims" that have not been issued as a duly executed, written Project Order or Change Order issued by the Anna City Manager, will not be authorized for payment and/or shall not become part of the subcontracts. A duly executed written Change Order shall be preceded by the Anna City Council Is authorization for the Anna City Manager to execute said Change Order. 1.2.2 FIRM SHALL NOT PERFORM ANY "EXTRA" WORK AND/OR ADDITIONAL SERVICES WITHOUT A DULY EXECUTED WRITTEN CHANGE ORDER ISSUED BY THE ANNA CITY MANAGER. Firm acknowledges that Project Managers, Superintendents, and/or Inspectors of the City are not authorized to issue verbal or written change orders. 1.3 Schedule of Work —Firm agrees to commence work immediately upon the execution of a Project Order, and to proceed diligently with said work to completion as described in such Project Order. 1.4 Standard of Care —Firm shall perform the Services required hereunder: (1) with the professional skill and care ordinarily provided by competent professionals practicing under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent professional under the same professional license. 1.5 Term The term of this Agreement shall begin on the Effective Date and shall continue until 8/1/2021 - 9/30/2026 ,unless sooner terminated as provided herein. CIty of Anna, Texas —Master Professional Services Agreement Page 2 Category D -Architecture 3199870 1.6 Subcontracted Services —When necessary, subcontracted services shall be procured by Firm in connection with the Services provided pursuant to this Agreement, subject to City's prior written consent. Firm shall issue subcontracts for such subcontracted services in Firm's own name. Firm shall be compensated for subcontracted services for the actual amount invoiced by the subcontractor. Except as set forth in this Agreement , neither Firm nor City may assign, sublet, transfer, or otherwise convey (together, an "Assignment"), and neither Firm nor City has the power to enter into an Assignment of any or all of the rights, duties and obligations or interest in this Agreement without the prior written consent of the other party. Unless specifically stated to the contrary in any written consent to an Assignment, no Assignment will release or discharge the assignor from any duty or responsibility under this Agreement. ARTICLE 2 THE CITY'S RESPONSIBILITIES City shall use reasonable efforts to not delay the Services of Firm as follows: 2.1 Proiect Data —The City shall furnish information that is reasonably requested by Firm and that City has in its possession at the time of Firm's request as expeditiously as necessary for the orderly progress of the Services, and Firm shall be entitled to rely upon the accuracy and completeness of the information furnished by City under this Article 2.1. 2.2 City Proiect Manager —The City shall designate, when necessary, a representative authorized to act on City's behalf with respect to the Services ("Proiect Manager"). City, or the authorized Project Manager, shall on an as -needed basis, issue Project Orders to Firm in accordance with the Scope of Services, in the format as stated in Exhibit A. City, or the authorized Project Manager shall examine the documents submitted by Firm and shall render any required decisions pertaining thereto as soon as practicable to avoid unreasonable delay in the progress of Firm's Services. Firm understands and agrees that the Project Manager and his or her authorized designee are not authorized to issue verbal or written Change Orders for "extra" work or "claims" invoiced as "extra" work. ARTICLE 3 FIRM'S COMPENSATION 3.1 Compensation for Firm's Services — Compensation by the City to Firm for Services shall be on a fixed fee or a time and materials basis as specified in the applicable Professional Services Project Order ("Firm's FeeITAll time shall be billed at Firm's labor billing rates agreed upon by City. Said rates shall only be adjusted in writing as may be agreed to between the Parties. 3.1.1 Completion of Record Documents —City and Firm agree that the completion of any Record Documents and/or "As -Built" Documents, including hard copy formatting and electronic formatting, shall be completed, submitted to, and accepted by the City prior to payment of the final five percent (5%) of the Firm's Fee, unless expressly stated otherwise in the applicable Project Order, The City of Anna, Texas —Master Professional Services Agreement Page 3 Category D -Architecture 3199870 electronic formatting shall be consistent with the standards established in Exhibit D, City of Anna Guidelines for Computer Aided Design and Drafting ("CADD"). Completion of the Record Documents and/or "As -Built" documents shall be included in the Firm's Fee and considered to be within the Scope of Services defined under this Agreement. 3.1.2 DjSputes between City and Construction Contractor — If the Scope of Services involves the Firm performing Construction Administration Services relating to an agreement between a Construction Contractor (the "Contractor") and the City, and upon receipt of a written request by City, Firm shall research previous and existing conditions of the Services, and make a determination whether or not to certify that sufficient cause exists for the City to declare the Contractor in default of the terms and conditions of the agreement. Firm shall submit his findings in writing to the City, or submit a written request for a specific extension of time (including the basis for such extension), within fifteen (15) calendar days of receipt of the written request from the City. City and Firm agree that if requested by the City, completion of this task shall be included in the Firm's Fee and considered to be within the Scope of Services as defined under this Agreement. 3.1.3 Consultation and Approval by Governmental Authorities and Franchised Utilities — Firm shall be responsible for identifying and analyzing the requirements of governmental agencies and all franchise utilities involved with the Scope of Services, and to participate in consultation with said agencies in order to obtain all necessary approvals and/or permissions. The Firm shall be responsible for preparation and timely submittal of documents required for review, approval, and/or recording by such agencies. The Firm shall be responsible for making such changes in the Construction Documents as may be required by existing written standards promulgated by such agencies at no additional charge to City. 3.1.4 Substantial Compliance with Architectural Barriers Act —Should the Scope of Services fall within the regulatory requirements of the Texas Architectural Barriers Act (the "Barriers Act"), as solely determined by the City, Firm shall comply with the Barriers Act. As part of the Scope of Services, it is the sole responsibility of the Firm to identify and analyze the requirements of the Barriers Act and to become familiar with the governmental authorities having jurisdiction to approve Firm's design and/or construction Services. Firm shall participate in consultations with said authorities in order to obtain approval for such design and/or construction. As part of the Services, the Firm shall obtain the Notice of Substantial Compliance for the Services from the Texas Department of Licensing and Regulation (the "TDLR"). The Firm shall, without additional compensation, immediately correct any errors, omissions, or deficiencies in the design services and/or construction documents identified by TDLR and/or a Registered Accessibility Specialist ("RAS") at any phase of the Services, either by review of the construction documents, or inspection of the design at the commencement of construction, during the construction of the work, or at the completion of construction. 3.1.4.1 Submission of Construction Documents to TDLR The Firm shall mail, ship, or hand -deliver the construction documents to TDLR not Clty of Anna, Texas —Master Professional Services Agreement Page 4 Category D -Architecture 3199870 latVI than five (5) calendar days after the Firm issues the construction documents for the work. Completion %J Registration Form to TDLR —Firm shall complete an Elimination of Barriers Project Registration Form for each subject building or facility within the Scope of Services, and submit the registration form(s) along with the applicable fees not later than fourteen (14) calendar days after the Firm completes the submittal of the construction documents to TDLR. 3.1.4.3 TDLR Appro_v_al ofConstruction Documents —After review of the construction documents by TDLR, the Firm shall be notified in writing of the results; however, it is the Firm's responsibility to obtain TDLR's written comments. The Firm shall address all comments that prevent TDLR approval of the construction documents, including comments relating to Conditional Approval that must be addressed in the design and construction of the work. Firm shall resubmit construction documents to TDLR for review prior to the commencement of construction of the work. 3.1.4.4 TDLR Proiect Inspection —Firm shall request an inspection from TDLR or a TDLR locally approved RAS no later than thirty (30) calendar days after the completion of construction of the work. The Firm shall advise the City in writing of the results of each inspection. City reserves the right to verify the written results with TDLR at any time during design, construction, or at the completion of the work. 3.1.4.5 Corrective Modifications following TDLR Proiect Inspection - When corrective mocations to achieve substantial compliance are requiredI the TDLR inspector or the RAS shall provide the Firm a list of deficiencies and a deadline for completing the modifications. Firm shall provide the City with this list within five (5) calendar days of receipt. It is the sole responsibility of the Firm to completely address the deficiencies by the stated deadline or to obtain a written notice of extension from the TDLR. When the corrective measures have been completed, Firm shall provide the TDLR (and/or the RAS who completed the inspection) and the City with written verification of the corrective measures completed. 3.1.4.E TDLR Notice of Substantial Compliance —TDLR shall provide a Notice of Substantial Compliance to the City after the newly constructed work has had a satisfactory inspection, or Firm has submitted verification of corrective modifications. City and Firm agree that the final five percent (5%) of Firm's Fee, unless expressly stated otherwise in a Project Order, shall not be paid until the City is in receipt of the TDLR's Notice of Substantial Compliance for all components and/or phases of the work. Clty of Anna, Texas —Master Professional Services Agreement Page 5 Category D -Architecture 3199870 3.2 Direct Expenses — Direct Expenses are included in the Firm's Fee as described in Article 3_1 and include actual reasonable and necessary expenditures made by the Firm and the Firm's Personnel in connection with the Services. All submitted Direct Expenses are to be within the amounts as set forth in the applicable Project Order, and consistent with Exhibit E, City of Anna Guidelines for Direct Expenses, General and Administrative Markup, and Travel and Subsistence Expenses, The Firm shall be solely responsible for the auditing of all Direct Expenses prior to submitting to the City for reimbursement, and shall be responsible for the accuracy thereof. Any over -payment by the City for errors in submittals for reimbursement may be deducted from the Firm's subsequent payment for Services; provided, however this shall not be the City's sole and exclusive remedy for said overpayment. 3.3 Invoices — No payment to Firm shall be made until Firm tenders an invoice to the City. Invoices are to be submitted to City immediately upon completion work as set forth in the applicable Project Order. On all submitted invoices, Firm shall include appropriate background materials and sufficient detail for the City to verify the Services performed and Direct Expenses incurred in support of the submitted charges on said invoice. Such background material shall include employee timesheets, invoices for work obtained from other parties, and receipts and/or log information relating to Direct Expenses. Each invoice shall constitute a representation of the Firm that the proportion of the Services has been fully performed in accordance with this Agreement, that the Direct Expenses have been actually incurred and that payment of the indicated amount has been earned by, and is properly due and payable to, the Firm in accordance with this Agreement. Notwithstanding the presentation of any invoice to the City, the amount reflected thereon shall be due and payable to the Firm only to the extent earned by the Firm in accordance with the terms of this Agreement. All invoices for payment shall provide a summary methodology for administrative markup and/or overhead charges. 3.4 Timing of Pavment —City shall make payment to Firm for said invoices within thirty (30) days following receipt and acceptance thereof. The parties agree that payment by City to Firm is considered to be complete upon mailing of payment by City. Furthermore, the parties agree that the payment is considered to be made and mailed on the date that the payment is postmarked. If the City makes any payment by electronic means, the payment is considered to be made on the date that the City requests and authorizes the payment to be made. 3.5 DisAuted Pavment Procedures — In the event of a disputed or contested invoice by City, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. City shall notify Firm of a disputed invoice, or portion of an invoice, in writing by the twenty-first (21s`) calendar day after the date the City receives the invoice. The written notice shall include a detailed statement of the amount of the invoice which is disputed and the City shall provide Firm an opportunity to cure the basis of the dispute. If a dispute is resolved in favor of the Firm, City shall proceed to process said invoice, or the disputed portion of the invoice, within the provisions of Article 3.4. If a dispute is resolved in favor of the City, Firm shall submit to City a corrected invoice, reflecting any and all payment(s) of the undisputed amounts, documenting the credited amounts, and identifying outstanding amounts on said invoice to aid City in processing payment for the remaining balance. Such revised invoice shall have a new invoice number, clearly referencing the previous submitted invoice. City agrees to exercise reasonableness in City of Anna, Texas — Master Professional Services Agreement Page 6 Category D - Architecture 3199870 contesting any invoice or portion thereof that has background materials supporting the submitted charges. 3.6 Failure to Pay —Failure %J the City to pay Cl" invoice, for a reason other than upon written notification as stated in the provisions of Article 3.5 to the shall grant the Firm the right, in addition to any and all other rights provided, to, upon written notice to the City, suspend performance under this Agreement, and such act or acts shall not be deemed a breach of this Agreement. However, Firm shall not suspend performance under this Agreement prior to the tenth (101h) calendar day after the Firm gives written notice of suspension to the City, in accordance with Chapter 2251, Subchapter "D" of the Texas Government Code, The City shall not be required to pay any invoice submitted by the Firm if the Firm is in breach of any provision(s) of this Agreement. 3.7 Adjusted Compensation — If the Scope of Services or if the Firm's Services are materially changed due to no error on behalf of Firm in the performance of Services under this Agreement, the amounts of the Firm's compensation shall be equitably adjusted as approved by City. Any additional amounts paid to the Firm as a result of any material change to the Scope of the Services shall be authorized by written change order duly executed by both parties before the services are performed. 3.8 Project Order Suspension — If the Firm's work is suspended or abandoned in whole or in part for more than three (3) months for reasons that are not wholly or partially the Firm's fault, Firm shall be entitled to compensation for any and all work completed to the satisfaction of City in accordance with the provisions of this Agreement prior to suspension or abandonment. In the event of such suspension or abandonment, Firm shall deliver to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs, and/or any other items prepared by Firm in connection with this Agreement prior to Firm receiving final payment. If the work is resumed after being suspended for more than three (3) months, the Firm's compensation shall be equitably adjusted as approved by the City. Any additional amounts paid to the Firm after the work is resumed shall be agreed upon in writing by both parties before the services are performed. ARTICLE 4 OWNERSHIP OF DOCUMENTS 4.1 Documents Property of the City —The Firm's work in connection with the Services is the property of the City, and Firm may not use the documents, plans, data, studies, surveys, drawings, maps, models, reports, photographs, and/or any materials for any other purpose not relating to the Services without City's prior written consent. City shall be furnished with such reproductions of the plans, data, documents, maps, and any other information as defined in the applicable Project Order. Upon completion of the work, or any earlier termination of this Agreement under Article 3 and/or Article 7, Firm will revise plans, data, documents, maps, and any other information as defined in the applicable Project Order to reflect changes while performing the Services and promptly furnish the same to the City in an acceptable electronic or other format. All such reproductions shall be the property of the City who may use them without the Firm's permission for any purpose relating to the Services, including, but not limited to, completion of the Services, and/or additions, alterations, modifications, and/or revisions to the Services. City of Anna, Texas — Master Professional Services Agreement Page 7 Category D - Architecture 3199870 4.1.1 Work for Hire —The agreements and obligations set forth in this Article 4.1.1 are supported by the mutual considerations and covenants set forth in this Agreement and also by consideration of the payment of $10.00 by the City to Firm, and other good and valuable consideration, the payment and sufficiency of which is hereby acknowledged. 4.1.1.1 The term "Work" as used in this Section 4.1.1 means the materials created by Firm as part or in furtherance of the Services including without limitation any and all documents, plans, data, studies, surveys, drawings, maps, models, reports, photographs, assessments, memorandums, appraisals and/or any other materials or copies thereof in any reproducible, tangible, or electronic form or medium. The Work conceived, or originated by Firm or others for the Firm, or on behalf of the Firm, or performed in connection with the Services is and will be of original development by Firm and are to be considered works made for hire as that term is defined in the Copyright Act (17 U.S.C. §101) and shall be the sole and exclusive property of the City, without any consideration paid to Firm beyond that set forth under this Agreement. All rights of Firm with respect to all designs and copyrights, trademarks, trade names, and other proprietary rights relating to the Work are by this Agreement assigned to the City. Firm agrees to promptly support and give all reasonable assistance to enable the City to prepare, file and prosecute any United States or foreign application for all types of design trademark or copyright registrations related to the Work that the City deems appropriate, and Firm will execute all appropriate documents and assignments for such. The City shall have the sole right to determine the treatment of information received from Firm, including but limited to the right to keep the same as a trade secret, to use, disclose, and publish the same with or without prior copyright registration and to file, license or share the same in its own name or the name of an affiliate or to foHow any other procedure that the City may deem appropriate. 4.1.1.2 To the extent that any material produced under this Agreement may not be considered works made for hire, or to the extent that Article 4.1.1 or any portion thereof is declared invalid either in substance or purpose, in whole or in part, Firm agrees to irrevocably transfer, grant, convey, assign, and relinquish exclusively to the City all of Firm's right, title, and interest, including ownership of copyright and patent rights, to any material developed by Firm under this Agreement, without the necessity of further consideration. Firm shall have no right to disclose or use any of the Work for any purpose whatsoever except as expressly set forth in this Agreement. Further, the rights conveyed by this instrument include the right and authority of the City, at its expense, to make timely application for the renewal and extension of any copyright of the Work as allowed by the laws now or later in force in the United States and in any other country. Firm irrevocably constitutes and appoints the City "attorney in fact" to apply for renewal within one year before the expiration of the initial copyright term, and covenants to execute any further instruments that may be necessary to perfect the City's full enjoyment of the renewal right. City of Anna, Texas —Master Professional Services Agreement Page 8 Category D -Architecture 3199870 4.1.1.3 No rights or licenses, expressed or implied, in any other work or other information is granted to Firm by this agreement, and no license, partnership, or assignment of any right, title, or interest is created, granted or implied by the City under this Agreement. 4.1.1.4 Furthermore, Firm acknowledges and agrees that the Work —to the extent permitted by applicable law —is confidential and proprietary trade secret information of the City, and of substantial value to the City. Firm agrees that it will not use the Work in any way, for its own account or the account of any third parry, except as expressly permitted by, or required to achieve the purposes of, this Agreement. Firm also agrees not to disclose to any third party any part of the Work except as is necessary to perform the Services. Firm will take reasonable precautions at least as stringent as it takes to protect its own most highly confidential and proprietary information to protect the confidentiality of the Work. Firm's breach of this obligation will result in irreparable and continuing damage to the City for which there will be no adequate remedy at law, entitling the City to injunctive relief and a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). 4.1.1.5 Firm affirms that the Work is original, that all statements asserted as facts are based on careful investigation and research for accuracy, that the Work does not, in whole or part, infringe any copyright or violate any right or privacy or other personal or property right whatsoever, that it has not been published or used in total or in part and is not being submitted or considered for publication or use in total or in part elsewhere, and that Firm has full power and authority to enter into this Agreement and to make the grants and transfers contained herein. Subject to any limitations stated in Article 10 of this Agreement, Firm will indemnify, and hold harmless the City, its officials, officers, agents, representatives and anyone directly or indirectly employed by it against damages, losses, and expenses, including attorney's fees and related expenses, arising out of infringement of any rights during or after completion of the Work, and will defend all claims in connection with any alleged infringement of those rights utilizing legal counsel approved by the City. 4.1.1.E The obligations imposed by this Article 4.1.1 shall remain in effect indefinitely and shall survive any termination or expiration of the Agreement, whether by expiration of time, operation of law or otherwise. 4.2 Documents Subject to Laws Regarding Public Disclosure —Firm acknowledges that City is a governmental entity and that all documents, plans, data, studies, surveys, drawings, maps, models, reports, photographs, and/or any items prepared or furnished by Firm (and Firm's Personnel) under this Agreement are property of the City and upon completion of the Services shall thereafter be subject to the Texas Public Information Act (Texas Government Code, Chapter 552) the ("PIA") and exceptions to the PIA and any other applicable laws requiring public disclosure of the information contained in said items. City of Anna, Texas — Master Professional Services Agreement Page 9 Category D - Architecture 3199870 ARTICLE 5 FIRM'S INSURANCE REQUIREMENTS 5.1 Required General Liability Insurance —Consistent with the terms and provisions of Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no expense to City, a general liability (errors and omissions) insurance policy with a company that maintains a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount not less than One Million and 00/100 Dollars ($1,000,000.00) for each occurrence, and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate. Such policy shall name the City, its past, present and future officials, officers, agents, representatives, and employees as additional insureds as to all applicable coverage. Such policy shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to City at least thirty (30) days prior to cancellation or non -renewal of any policies. In the event that there is a material modification to such policy, Firm shall provide written notice of such modification to City at least thirty (30) days prior to such material modification. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. 5.2 Required Professional Liability Insurance —Consistent with the terms and provisions of Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no expense to City, a professional liability (errors and omissions) insurance policy with a company that maintains a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount not less than One Million and 00/100 Dollars ($1,000,000.00) for each occurrence, and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate. Such policy shall name the City, its past, present and future officials, officers, agents, representatives, and employees as additional insureds as to all applicable coverage. Such policy shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to City at least thirty (30) days prior to cancellation or non -renewal of any policies. In the event that there is a material modification to such policy, Firm shall provide written notice of such modification to City at least thirty (30) days prior to such material modification. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. 5.3 Required Workers Compensation Insurance — Consistentwiththetermsandprovisions of Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no expense to City, all Statutory Workers Compensation Insurance as required by the laws of the State of Texas. Such insurance policy shall be with a company that maintains a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent service(s), and authorized to transact business in the State of Texas. Such policy shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to City at least thirty (30) days prior to cancellation, non -renewal, or material modification of any policies. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. Clty of Anna, Texas —Master Professional Services Agreement Page 10 Category D -Architecture 3199870 5.4 Required Umbrella Coverage or Excess Liability Coverage —Firm shall maintain, at no expense to the City, an umbrella coverage or excess liability coverage insurance policy with a company that maintains a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount of Two Million and 00/100 Dollars ($2,000,000.00). Consistent with the terms and provisions of Exhibit F, such policy shall name the City, its past, present and future officials, officers, agents, representatives, and employees as additional insureds as to all applicable coverage. Such policy shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent that the same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to the City at least thirty (30) days prior to cancellation, non -renewal, or material modification of any policies, evidenced by return receipt or United States Certified Mail. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. 5.5 Circumstances Requiring Explosion, Collapse, Underground Property Coverage If the Scope of Services warrant, and if identified on the checklist located in Exhibit F, City of Anna Contractor Insurance Requirements, Firm shall maintain, at no expense to the City, an explosion, collapse, underground coverage policy with a company that maintains a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s), authorized to transact business in the State of Texas, in an amount of Two Million and 00/100 Dollars ($2,000,000.00). Consistent with the terms and provisions of Exhibit F, such policy shall name the City, its past, present and future officials, officers, agents, representatives, and employees as additional insureds as to all applicable coverage. Such policy shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent that the same is covered by the proceeds of the insurance. Such policy shall require the provision of written notice to the City at least thirty (30) days prior to cancellation, non -renewal, or material modification of any policies, evidenced by return receipt or United States Certified Mail. Firm shall furnish City with certificates evidencing such coverage prior to commencing work on the Services. ARTICLE 6 FIRM'S ACCOUNTING RECORDS Records of Direct Expenses and expenses pertaining to work performed in conjunction with the Services shall be kept on the basis of generally accepted accounting principles. Invoices will be sent to the City as indicated in Article 3. Copies of employee time sheets, receipts for direct expense items and other records of expenses will be included in the monthly invoices. ARTICLE 7 AUDITS AND RECORDS / COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS AND CITY CHARTER The Firm agrees that at any time during normal business hours and as often as the City may deem necessary, Firm shall make available to representatives of the City for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the City to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, and Clty of Anna, Texas —Master Professional Services Agreement Page 11 Category D -Architecture 3199870 for a period of four (4) years from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. The Firm agrees that it is aware of the Compliance with Federal, State, Local Laws and City Charter requirements as set forth in Exhibit G, and is in compliance therewith. Firm agrees that it is further aware of the vendor disclosure requirements set forth in Chapter 176, Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of Firm shall execute the Conflict of Interest Questionnaire, Form CIQ, attached hereto as Exhibit H and incorporated herein for all purposes. ARTICLE 8 TERMINATION OF AGREEMENT / REMEDIES City may, upon thirty (30) days written notice to Firm, terminate this Agreement or any individual Project Order, for any reason or no reason at all, before the termination date hereof, and without prejudice to any other remedy it may have. If City terminates this Agreement or a Project Order due to a default of and/or breach by Firm and the expense of finishing the Services exceeds the Firm's Fee at the time of termination, Firm waives its right to any portion of Firm's Fee as set forth in Article 3 herein and agrees to pay any costs over and above the fee which the City is required to pay in order to finish the Services. On any default and/or breach by Firm, City may elect not to terminate the Agreement or a Project Order, and in such event it may make good the deficiency in which the default consists, and deduct the costs from the Firm's Fee that would otherwise be due to Firm as set forth in Article 3 herein. If City terminates this Agreement and Firm is not in default of the Agreement or a Project Order, Firm shall be entitled to compensation for any and all work completed to the satisfaction of the City in accordance with the provisions of this Agreement prior to termination. In the event of any termination, Firm shall deliver to City all finished and/or unfinished documents, dataI studies, surveys, drawings, maps, models, reports, photographs and/or any items prepared by Firm in connection with this Agreement prior to Firm receiving final payment. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its rights to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. ARTICLE 9 DISPUTE RESOLUTION /MEDIATION In addition to all remedies at law, the parties may resolve/mediate any controversy, claim or dispute arising out of or relating to the interpretation or performance of this Agreement, or breach thereof, by voluntary, nonbinding mediation to be conducted by a mutually acceptable mediator. ARTICLE 10 INDEMNITY FIRM SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS PAST, PRESENT AND FUTURE OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES (COLLECTIVELY, Clty of Anna, Texas —Master Professional Services Agreement Page 12 Category D -Architecture 3199870 "INDEMNIFIED PARTIES") FROM AND AGAINST ALL DAMAGES, INJURIES (INCLUDING DEATH), CLAIMS, PROPERTY DAMAGES (INCLUDING LOSS OF USE), LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES INCURRED IN ENFORCING THIS INDEMNITY), CAUSED BY THE NEGLIGENT, GROSSLY NEGLIGENT, AND/OR INTENTIONAL ACT AND/OR OMISSION OF FIRM, ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, SUBCONTRACTORS, LICENSEES, INVITEES OR ANY OTHER THIRD PARTIES FROM WHOM FIRM IS LEGALLY RESPONSIBLE, IN ITS/THEIR PERFORMANCE OF THIS AGREEMENT AND/OR ARISING OUT OF GOODS AND/OR SERVICES PROVIDED BY FIRM PURSUANT TO THIS AGREEMENT, REGARDLESS OF THE JOINT OR CONCURRENT NEGLIGENCE OF THE CITY (COLLECTIVELY, "CLAIMS"), THIS INDEMNIFICATION PROVISION AND THE USE OF THE TERM "CLAIMS" IS ALSO SPECIFICALLY INTENDED TO APPLY TO, BUT NOT LIMITED TO, ANY AND ALL CLAIMS, WHETHER CIVIL OR CRIMINAL, BROUGHT AGAINST CITY BY ANY GOVERNMENT AUTHORITY OR AGENCY RELATED TO ANY PERSON PROVIDING SERVICES UNDER THIS AGREEMENT THAT ARE BASED ON ANY FEDERAL IMMIGRATION LAW AND ANY AND ALL CLAIMS, DEMANDS, DAMAGES, ACTIONS AND CAUSES OF ACTION OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, EXISTING OR CLAIMED TO EXIST, RELATING TO OR ARISING OUT OF ANY EMPLOYMENT RELATIONSHIP BETWEEN FIRM AND ITS EMPLOYEES OR SUBCONTRACTORS AS A RESULT OF THAT SUBCONTRACTOR'S OR EMPLOYEE'S EMPLOYMENT AND/OR SEPARATION FROM EMPLOYMENT WITH THE FIRM, INCLUDING BUT NOT LIMITED TO ANY DISCRIMINATION CLAIM BASED ON SEX, SEXUAL ORIENTATION OR PREFERENCE, RACE, RELIGION, COLOR, NATIONAL ORIGIN, AGE OR DISABILITY UNDER FEDERAL, STATE OR LOCAL LAW, RULE OR REGULATION, AND/OR ANY CLAIM FOR WRONGFUL TERMINATION, BACK PAY, FUTURE WAGE LOSS, OVERTIME PAY, EMPLOYEE BENEFITS, INJURY SUBJECT TO RELIEF UNDER THE WORKERS' COMPENSATION ACT OR WOULD BE SUBJECT TO RELIEF UNDER ANY POLICY FOR WORKERS COMPENSATION INSURANCE, AND ANY OTHER CLAIM, WHETHER IN TORT, CONTRACT OR OTHERWISE, FIRM IS EXPRESSLY REQUIRED TO DEFEND CITY AGAINST ALL SUCH CLAIMS; PROVIDED, HOWEVER, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT THE CITY (WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY) HAS JOINT, CONCURRENT OR SOLE NEGLIGENCE FOR THE CLAIMS, IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS ("JUDGMENT"), THEN FIRM IS NOT REQUIRED TO INDEMNIFY OR DEFEND THE CITY TO THE EXTENT OF THE NEGLIGENCE APPORTIONED TO THE CITY, IN THE EVENT THE JUDGMENT PROVIDES THAT CITY IS JOINTLY, CONCURRENTLY OR SOLELY NEGLIGENT FOR THE CLAIMS REFERRED TO THEREIN, CITY AGREES TO REIMBURSE FIRM FOR ALL REASONABLE AND NECESSARY COSTS INCURRED AND PAID BY FIRM THAT ARE ATTRIBUTABLE TO CITY'S PERCENTAGE OF JOINT, CONCURRENT OR SOLE NEGLIGENCE, AS SET FORTH IN THE JUDGMENT, INCLUDING REASONABLE AND NECESSARY ATTORNEY'S FEES AND EXPENSES, WITHIN SIXTY (60) DAYS City of Anna, Texas —Master Professional Services Agreement Page 13 Category D -Architecture 3199870 OF THE DATE Inc JUDGMENT BECOMES FINAL AND NON -APPEALABLE. NOTWITHSTANDING THE FOREGOING, IF THIS AGREEMENT IS A CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES, THEN FIRM'S INDEMNITY AND DEFENSE OBLIGATIONS UNDER THIS ARTICLE 10 ARE LIMITED BY, AND TO BE READ AS COMPLYING WITH, SECTION 271.904OF THE TEXAS LOCAL GOVERNMENT CODE, SUCH THAT THE FIRM SHALL: (1) DEFEND, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES AGAINST LIABILITY FOR DAMAGE TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTS FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE FIRM OR THE FIRM'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE FIRM EXERCISES CONTROL, AND (2) REIMBURSE THE CITY'S REASONABLE ATTORNEY'S FEES IN PROPORTION TO THE FIRM'S LIABILITY. IN ITS SOLE DISCRETION, CITY SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY FIRM IN FULFILLING ITS OBLIGATION HEREUNDER TO DEFEND AND INDEMNIFY CITY, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY CITY IN WRITING. CITY RESERVES THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE; HOWEVER, CITY IS UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY CITY IS NOT TO BE CONSTRUED AS A WAIVER OF FIRM'S OBLIGATION TO DEFEND CITY OR AS A WAIVER OF FIRM'S OBLIGATION TO INDEMNIFY CITY PURSUANT TO THIS AGREEMENT. FIRM SHALL RETAIN CITY -APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF CITY'S WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF FIRM FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, CITY SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND FIRM SHALL BE LIABLE FOR ALL COSTS INCURRED BY CITY. THE RIGHTS AND OBLIGATIONS CREATED BY THIS ARTICLE SHALL SURVIVE TERMINATION OF THIS AGREEMENT. ARTICLE 11 NOTICES Firm agrees that all notices or communications to City permitted or required under this Agreement shall be delivered to City at the following addresses: Jim Proce City Manager City of Anna P.O. Box 776 Anna, TX 75409-0776 Mandatory copy to: Wolfe, Tidwell & McCoy, LLP City of Anna Attorney City of Anna, Texas —Master Professional Services Agreement Page 14 Category D -Architecture 3199870 2591 Dallas Pkwy, Suite 300 Frisco, Texas 75034 City agrees that all notices or communication to Firm permitted or required under this Agreement shall be delivered to Firm at the following addresses: BRW ARCHITECTS ATTN: MARK E. WATFORD 3535 TRAVIS ST. SUITE 250 DALLAS, TX 75204 Any notice provided in writing under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. All notices or communication required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or communication is postmarked and deposited in the U.S, mail with proper postage by the sending party. Each party may change the address to which notice may be sent to that party by giving notice of such change to the other party in accordance with the provisions of this Agreement. ARTICLE 12 MISCELLANEOUS 12.1 Complete Agreement —This Agreement, including the exhibits hereto labeled "A" through "H," all of which are incorporated herein for all purposes, constitute the entire Agreement by and between the parties regarding the subject matter hereof and supersedes all prior and/or contemporaneous written and/or oral understandings. This Agreement may not be amended, supplemented, and/or modified except by written agreement duly executed by both parties. The following exhibits are attached below and made a part of this Agreement: 12.1.1 Exhibit A, Professional Services Project Order Form 12.1.2 Exhibit B, City RFQ Category D -Architecture and Firm Response dated: 7/13/2021 12.1.3 Exhibit C, City of Anna Benchmarks (as amended) http://www.Annatexas.gov/departments/planning/benchmarks.php . 12.1.4 Exhibit D, City of Anna Guidelines for Computer Aided Design and Drafting (CADD). Per industry standards. 12.1.5 Exhibit E, City of Anna Guidelines for Direct Expenses; General and Administrative Markup; Travel and Subsistence Expenses. 12.1.E Exhibit F, City of Anna Contractor Insurance Requirements. 12.1.7 Exhibit G, City of Anna Compliance with Federal, State, Local Laws and City Charter City of Anna, Texas —Master Professional Services Agreement Page 15 Category D -Architecture 3199870 12.1.8 Exhibit H, Conflict of Interest Questionnaire, Form CIQ. To the extent that Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G or Exhibit H are in conflict with provisions of this Agreement or each other, the provisions of this Agreement, then the provisions of Exhibit A, Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit H or Exhibit B shall prevail in that order. 12.4 Severability — In the event of a term, condition, or provision of this Agreement is determined to be invalid, illegal, void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of this Agreement shall remain in full force and effect as if such invalid, illegal, void, unenforceable or unlawful provision had never been contained herein. 12.5 Governing LawNenue —This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. The exclusive venue for any action arising out of this Agreement shall be a court of appropriate jurisdiction in Collin County, Texas. 12.6 Execution /Consideration —This Agreement is executed by the parties hereto without coercion or duress for any substantial consideration, the sufficiency of which is forever confessed. 12.7 Authority —The individuals executing this Agreement on behalf of the respective parties below represent to each other that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the other party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. 12.8 Waiver —Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance. 12.9 Headings —The headings of the various sections of this Agreement are included solely for convenience of reference and are not to be full or accurate descriptions of the content thereof. 12.10 Multiple Counterparts —This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. An electronic mail and/or facsimile signature will also be deemed to constitute an original if properly executed and delivered to the other party. 12.11 Immunity, —The parties acknowledge and agree that, in executing and performing this Agreement, City has not waived, nor shall be deemed to have waived, any defense or immunity, including governmental, sovereign and official immunity, that would otherwise be available to it against claims arising in the exercise of governmental powers and Ciry of Anna, Texas —Master Professional Services Agreement Page 16 Category D -Architecture 3199870 functions. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein. 12.12 Attorney's Fees — If either party files any action or brings any proceeding against the other arising from this Agreement, then as between City and Firm, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, reasonable and necessary attorney's fees and litigation expenses both at trial and on appeal, subject to the limitations set forth in TEx. Loc. GOV'T CODE § 271.153, as it exists or may be amended, if applicable. 12.13 Additional Representations —Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had the opportunity to confer with its counsel. 12.14 Independent Contractor— In performing this Agreement, Firm and Firm's Personnel shall act as an independent contractor with respect to City. In no event shall this Agreement be construed as establishing a partnership, joint venture or similar relationship between the parties and nothing herein shall authorize either party to act as agent for the other. Firm shall be liable for its own debts, obligations, acts and omissions, including the payment of all required withholding, social security and other taxes and benefits with respect to all of Firm's officers, directors, partners, employees and representatives, who shall not be considered City employees and shall not be eligible for any employee benefit plan offered by City. At no time shall the City have any control or direction, direct or indirect, over the Firm's means, methods, sequences, techniques, procedures, supervision, subcontractors or other undertakings utilized to perform the Services. 12.15 Miscellaneous Drafting Provisions —This Agreement shall be deemed drafted equally by all parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any party shall not apply. 12.16 No Third Party Beneficiaries —Nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the parties do not intend to create any third party beneficiaries by entering into this Agreement. 12.17 Duty to Facilitate Compliance with Public Information Act (a) The obligations in this section apply if this Agreement (1) has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by City; or (2) results in the expenditure of at least $1 million in public funds for the purchase of goods or services by City in a fiscal year of the Anna City Council. (b) If this Agreement is described in subsection (a) above, Firm shall comply with the following obligations, which are set forth in Subchapter J, Chapter 552, Texas Government Code: (1) preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to Anna for the duration of this Agreement; City of Anna, Texas —Master Professional Services Agreement Page 17 Category D -Architecture 3199870 (2) promptly provide to Anna any contracting information related to this Agreement that is in the custody or possession of Firm on request of Anna; and (3) on completion of this Agreement, either: (1) provide at no cost to City all contracting information related to the contract that is in the custody or possession of Firm; or (2) preserve the contracting information related to this Agreement as provided by the records retention requirements applicable to City. (c) As used in this provision, the term "contracting information" shall have the same meaning as that term is defined in Section 552.003, Texas Government Code, as amended. (d) The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and the Firm agrees that this Agreement can be terminated if the Firm knowingly or intentionally fails to comply with a requirement of that subchapter. IN WITNESS Wf-IEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest day as reflected by the signatures below. Effective Date: JuIV 13, 2021 CITY: City of �nnaj, T Proc Cit Manager Date: 0 City of Anna, Texas —Master Professional Services Agreement Page 10 Category D - Archileclure 3199fi70 STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Jim Proce, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purpose and consideration expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE thi�SF day of o4*ar roe KAREN 1. AVERY x®r` Notary ID sslon Exp1re /Ay Commisslon Expires tdrorb December 24, 2024 STATE OF a - COUNTY OF Notary Public In and For t e State of TeX s My commission expires: , BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared /32n�k ,� r�JQt�oL Iknown to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purpose and consideration expressed, and in the capacity therein stated. GIVEN UNDER MY FIAND AND SEAL OF OFFICE this .10 day of , 2uoe /. djO'"'Y"�,, PATHICIA A HEID Notary ID f1152f3110 My Commisslon Exp res December 27, 2021 Notary Public In and For the Slate of My commission expires:1,2,Z-z4Z-uAL Clry of Anna, Toxas —Master Professional Services Agreement Page 19 Category D - Architecture 3199©70 EXHIBITS to MASTER AGREEMENT FOR PROFESSIONAL SERVICES EXHIBIT A PROFESSIONAL SERVICES PROJECT ORDER FORM: Individual "Professional Services Project Orders" will be issued for each project. Sample PSPO is included in the City's RFQ, EXHIBIT B CITY RFQ and FIRM RESPONSE Exhibit B-1: City RFQ (on file with the City Purchasing Department) Exhibit B-2: Firm's Response (on file with the City Purchasing Department) EXHIBIT C CITY OF ANNA GUIDELINES FOR SURVEYING AND BENCHMARKING City of Anna Benchmarks (as amended) EXHIBIT D CITY OF ANNA GUIDELINES FOR COMPUTER AIDED DESIGN AND DRAFTING (CADD) Per industry standards Clty of Anna, Texas — Masler Professional Services Agreement Page 20 Category D -Architecture 3199870 EXHIBIT E CITY OF ANNA GUIDELINES FOR DIRECT EXPENSES; GENERAL AND ADMINISTRATIVE MARKUP; TRAVEL AND SUBSISTENCE EXPENSES I. FIRM'S RESPONSIBILITY. The Firm shall be solely responsible for the auditing of all direct expense, approved markup (general and/or administrative), and approved travel and/or subsistence charges, including those to be included under a sub -contract, prior to the City for reimbursement, and Firm shall be responsible for the accuracy thereof. Any overpayment by the City for errors in submittals for reimbursement may be deducted from the Firm's subsequent payment(s) for services; however, this shall not be the City's sole and exclusive remedy for said overpayment. II. GUIDELINES FOR DIRECT EXPENSES. A. Local Transportation —Transportation in connection with the Services, when such transportation is not a function of routine performance of the duties of the Firm in connection with the Services, and when such transportation exceeds beyond fifty (50) miles from the Services site, shall be reimbursed at a standard mileage rate consistent with that as issued, and periodically revised, by the United States Internal Revenue Service (IRS). Under no circumstances shall City reimburse Firm at a higher standard mileage rate or pay additional markup on charges for local transportation. Completion of City's Standard Mileage Log is required for submittal of these charges for reimbursement, including justification for each submitted expense. Under no circumstances are charges associated with rental cars for local transportation eligible for reimbursement by City. Toll road subscriptions or toll plaza receipts are not reimbursable. Firm agrees to place these standards in all subcontracts for work on the Services. B. Supplies. Material. Equipment —City shall reimburse the actual cost of other similar direct Services -related expenses, which are duly presented in advance and approved by City's Project Manager in writing. C. Commercial Reproduction —City shall reimburse the actual cost of reproductions, specifically limited to progress prints prepared for presentation to City at each phase of progress, and final Construction Documents prepared for distribution at bidding phase, provided that the Firm has duly obtained at least three (3) quotations from commercial firms and has chosen the best value for the City. Firm shall provide such documentation to City for review prior to submitting these expenses for reimbursement. Firm agrees to place these standards in all subcontracts for work on the Services. D. In -House Reproduction -Firm shall make arrangements with the City for prior approval of in- house reproduction rates prior to submitting these expenses for reimbursement. City shall provide Firm with a standard format for documenting these charges. Completion of the City's reproduction log is required as a prerequisite for payment, including the number or reproductions, the date, time, description, the approved standard rate, and a justification for each submitted expense for reimbursement. Firm agrees to place these standards in all subcontracts for work on the Services. E. Commercial Plotting —City shall reimburse the actual cost of plots, specifically limited to final documents, provided the Firm has duly obtained at least three (3) quotations from commercial firms and has chosen the best value for the City. Firm shall provide such documentation to City for review prior to submitting these expenses for reimbursement. Firm agrees to place these standards in all subcontracts for work on the Services. F. In -House Plotting —Firm shall make arrangements with City for prior written approval of in-house plotting rates prior to submitting these charges for reimbursement. City shall provide Firm with a standard format for documenting these charges. Completion of the City's reproduction log is City of Anna, Texas —Master Professional Services Agreement Page 21 Category D -Architecture 3199870 required as a prerequisite for payment, including the number of plots, the date, time, description, the approved standard rate, and a justification for each submitted charge for reimbursement. G. Communications —Reimbursement for expenses relating to electronic communications shall be limited to long-distance telephone or fax toll charges specifically required in the discharge of professional responsibilities related to the Services. Telephone service charges including office or cellular phones, WATTS, or Metro line services or similar charges are not reimbursable. H. Postage, Mail, and Delivery Service —City shall reimburse the actual cost of postage and delivery of Instruments of Service, provided the Firm duly considers all circumstances (including available time for assured delivery) of the required delivery and selects the best value for the City, which may require comparison of delivery costs offered by three (3) or more sources or methods of delivery, which at a minimum shall include U.S. Mail. Courier service is acceptable only in circumstances requiring deadline -sensitive deliveries and not for the convenience of the Firm and/or the Firm's employees. Firm agrees to place these standards in all subcontracts for work on the Services. Meals and Other Related Charges —Meals or any other related expenses are not reimbursable unless incurred outside a fifty (50) mile radius of the Service site, and then only reimbursable for the actual cost subject to compliance with the City's currently adopted policy. Non -allowable costs include, but are not limited to, charges for entertainment, alcoholic beverages, and gratuities. III. GUIDELINES FOR GENERAL AND ADMINISTRATIVE MARKUP. 1. Reauirement of Prior Approval —Firm may be allowed to charge a General and/or Administrative Markup on work completed if Firm can clearly define to City specifically what costs are included in the markup calculation. To apply General and/or Administrative Markup, Firm must also document to City what costs would be considered direct costs. City shall issue approval in writing to allow Firm to charge General and/or Administrative Markup. City reserves the right to reject any and all requests for General and/or Administrative Markup. IV. GUIDELINES FOR TRAVEL AND SUBSISTENCE EXPENSES. 1. Requirement of Prior Approval —City shall reimburse the actual cost of travel and/or subsistence expenses upon prior written approval by the City's Project Manager. 2. Adherence to Currently Adopted City Travel Policy —Reimbursements shall be governed by the same travel policies provided for City employees according to current adopted policy. Prior to the event, Firm shall request, and the City's Project Manager shall provide the provisions and the restrictions that apply to out-of-town reimbursements. END OF SECTION Clty of Anna, Texas —Master Professional Services Agreement Page 22 Category D -Architecture 3199t370 EXHIBIT F CITY OF ANNA CONTRACTOR INSURANCE GUIDELINES Requirement of Insurance — A. All required insurance policies shall name the City, its past, present, and future officials, officers, agents, representatives, and employees as additional insured as to all applicable coverage with the exception of workers compensation insurance and professional liability insurance. B. Such policies shall require the provision of written notice to City at least thirty (30) days prior to cancellation, non -renewal, or material modification of any policies C. Such policies shall provide for a waiver of subrogation against the City for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of the insurance. II. Insurance Company Qualification —All insurance companies providing the required insurance shall be authorized to transact business in the State of Texas, and shall have a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s). III. Certificate of Insurance — A Certificate of Insurance and applicable endorsements evidencing the required insurance shall be submitted with the contractor's bid or response to proposal. If the contract is renewed or extended by the City a Certificate of Insurance and applicable endorsements shall also be provided to the City prior to the date the contract is renewed or extended. Insurance Checklist — "X" means that the following coverage is required for this Agreement. Copies of all endorsements for each policy required. Coverage Required X 1. X 2. General Liability _ 3. XCU Coverage X 4. Professional Liability X Umbrella Coverage or Excess Liability Coverage Limits • Statutory Limits of the State of Texas ■ Minimum $ 1,000,000.00 each occurrence; • Minimum $ 1,000,000.00 per occurrence; • Minimum $ 2,000,000.00 aggregate. ■ Minimum $ 1,000,000.00 each occurrence; ■ Minimum $ 2,000,000.00 in the aggregate. ■ An amount of $ 2,000,000.00. X 6. City and its past, present, and future officials, officers, agents, representatives, and employees named as additional insured on General Liability Policy and Umbrella or Excess Liability Coverage. This coverage is primary to all other coverage the City may possess. Clty of Anna, Texas —Master Professional Services Agreement Page 23 Category D -Architecture 3199870 X 7. General Liability Insurance provides for a Waiver of Subrogation against the City for injuries, including death, property damage, or any other loss to the extent that same is covered by the proceeds of the insurance. All insurance policies that are required to name the City as an additional insured must be endorsed to read as primary and non-contributory coverage regardless of the application of other insurance. X 8. Thirty (30) days notice of cancellation, non -renewal, or material change required. X 9. Insurance company has a minimum rating of "A" by A.M. Best's Key Rating Guide, or other equivalent rating service(s). X 10. Each Policy and Certificate of Insurance must state the project title and Professional Service Project Order number. 11. Other Insurance Requirements (State Below): END OF SECTION Clty of Anna, Texas —Master Professional Services Agreement Page 24 Category D -Architecture 3199870 EXHIBIT G COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER By submitting a response to the solicitation and entering into a contract with the City, the Firm hereby verifies and certifies that he/she/it is in compliance with all applicable federal, state and local laws, and the City Charter, The Firm also certifies the following: CERTIFICATION OF ELIGIBILITY The bidder/proposer certifies that at the time of submission, he/she/it is not on the Federal Government's list of suspended, ineligible, or debarred contractors. In the event of placement on the list between the time of bid/proposal submission and time of award, the bidder/proposer will notify the City of Anna Purchasing Agent. Failure to do may result in terminating this contract for default. DISCLOSURE OF INTERESTED PARTIES (Form 1295) By submitting a bid or proposal in response to this solicitation, the bidder/proposer agrees to comply with Texas Government Code Section 2252.908. Bidder/proposer agrees to provide the City of Anna Finance Department, and/or requesting department, the "Certificate of Interested Parties," FORM 1295 as required, with in ten (10) business days from notification of award, renewal, amended or extended contract. Visit https://www.ethics,state.tx.us/whatsnew/elf info form1295.htm for more information. The bidder/proposer certifies that he/she/it is in compliance with all provisions of Immigration and Nationality Act ("INA") and Immigration Reform and Control Act of 1986 ("IRCA") in regards to his/her/its employees/laborers and that employment eligibility has been verified by the bidder/proposer for all persons who will provide services to City. COMPLIANCE INDEMNIFICATION: IN CONSIDERATION FOR THE AGREEMENT BETWEEN CONTRACTOR AND THE CITY OF ANNA, VENDER AGREES TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY OF ANNA AND ITS PAST, PRESENT, AND FUTURE OFFICIALS, OFFICERS, COUNCIL MEMBERS, REPRESENTATIVES, AGENTS AND EMPLOYEES ("INDEMNIFIED PARTIES") FROM ANY AND ALL CLAIMS, WHETHER CIVIL OR CRIMINAL, BROUGHT AGAINST THE CITY OF ANNA BY ANY GOVERNMENT AUTHORITY OR AGENCY RELATED TO ANY PERSON OR ENTITY PROVIDING SERVICES BY, THROUGH OR UNDER VENDOR'S AGREEMENT WITH THE CITY OF ANNA THAT ARE BASED ON ANY FEDERAL IMMIGRATION LAW, INCLUDING BUT NOT LIMITED TO INA AND IRCA, NOTWITHSTANDING THE FOREGOING, IF THE AGREEMENT IS A CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES, THEN VENDOR'S INDEMNITY AND DEFENSE OBLIGATIONS UNDER ARE LIMITED BY, AND TO BE READ AS COMPLYING WITH, SECTION 271,904 OF THE TEXAS LOCAL GOVERNMENT CODE, SUCH THAT THE VENDOR SHALL: (1) DEFEND, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES AGAINST LIABILITY FOR DAMAGE TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTS FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE VENDOR OR THE VENDOR'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE VENDOR EXERCISES CONTROL; AND (2) REIMBURSE THE CITY'S REASONABLE ATTORNEY'S FEES IN PROPORTION TO THE VENDOR'S LIABILITY, NO PROHIBITED INTEREST City of Anna, Texas —Master Professional Services Agreement Page 25 Category D -Architecture 3199870 EXHIBIT G COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER I, the undersigned, declare and affirm that no person or officer of the submitting firm or its partners are either employed by the City of Anna or is an elected official of the City of Anna and who has a financial interest, direct or indirect, in any contract with the City of Anna or has a financial interest, directly or indirectly, in the sale to the City of Anna of any land, or rights or interest in any land, materials, supplies or service. As per Section 11.02 of the Anna City Charter, interest represented by ownership of stock by a City of Anna employee or official is permitted if the ownership amounts to less than one (1) per cent of the corporation stock. I further understand and acknowledge that the existence of a prohibited interest at any time during the term of this contract will render the contract voidable. DISCLOSURE OF CERTAIN RELATIONSHIPS Chapter 176 of the Texas Local Government Code requires that any vendor or person considering doing business with a local government entity disclose in the Questionnaire Form CIQ, the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. By law, this questionnaire must be filed with the records administrator of The City of Anna no later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. By submitting a response to this request, the vendor represents that it is in compliance with the requirements of Chapter 176 of the Texas Local Government Code. Form is attached to the bid specifications and to this Agreement as Exhibit H. DISCLOSURE OF COMMERCIAL OR SOCIAL RELATIONSHIP WITH ISRAEL Section 2271.002, Texas Government Code: the Firm entering into a contract with the City verifies that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract and any subsequent renewals. DISCLOSURE OF BUSINESS RELATIONSHIPS WITH IRAN, SUDAN, OR A FOREIGN TERRORIST ORGANIZATION Section 2252,153 or Section 2270,0201, Texas Government Code: provides that the City may not enter into a governmental contract with" (1) a Firm that is identified on a list prepared and maintained by the comptroller and that does business with Iran, Sudan, or a foreign terrorist organization; or (2) a company that the United States government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, its federal sanctions regime relating to Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to contract prohibition under this subchapter. Authorized Represer+a+ivpm Company Nam Date: Printed Name: City of Anna, Texas — Masler Professional Services Agreement Page 26 Category U -Architecture 3199870 EXHIBIT G COMPLIANCE WITH FEDERAL, STATE, LOCAL LAWS and CITY CHARTER Title: Signature: SWORN AND SUBSCRIBED to before me this day of , 20AI to certify with witness my hand and official seal. Notary Public in and for the ,�, PATRICIA A RE NotarylD 91528118 My Commission Expires vtl�llrovlool December 27, 2021 City of Anna, Texas —Master Professional Services Agreement Page 27 Category D -Architecture 3199870 EXHIBIT N CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questtonnalre reNacts changes rack to the Err by We. M fifth Leg., Pagutar Session OFRCEUSEONLY This gm!;bcr=ru is bang filed in nomndance vath Chapter 17a, lord Cbwnznonl Code, b1 a vandr who mx* Amylmod has a business miabordup as dafirmd by Section 178.0M(I•a) wish a WcmP gmarnmental entity and the vendor nvoals requirements urde Sadist 176.006(a). Ely low this questirnaire must be fled wfi the retorts adminlstater of eon local gevemmant2l mtty rot Lear than rna 7!t txdness daj afar the duo the vends hommes aware a1 fads that require tim %Wtcmett to be fled. Son Sactnn I M0064a-11, Local Gwarnmov Cade. A ardor mmrtiis an otierso if the vardor know r#y tiulalcs Sxfon 176.006, Laval Gwommonl Cade. An dionso under the soclon Is a msdernoamr. 1 Name vendor wwho�has abusiness hatatlonshipwith local governmenlelenOty. eoof TqFj Cheek this box If you am r0ing an update to a previously filed questionnaire. (the law regtaes that you Ne an updated completed ques4onnalre with the appropriate Ning authohty flat aster Ihan The Ml business day after the date on whkh you became aware that the originally reed questtonnalre was Incomplete or inflewrale.) s NameollocalgovernmentOfficer,aboutwhomthektformallonlsbetnildlselosed. Name of 0ftet Describe each employment or other business retaltonshlp with the focal gotretllme nt: onto&, or a family member of the officer, as described by Section 178.003(a)(2)(A). Also describe any (amity relationship with the local government officer. Complete subparts A and 8 for each employment or business relationship described. Attach addli lent pages to this Form CIO as necessary. A_ Is the local government officer Ora family member of the oft ter recem.ng or likely to receive taxabe Income. other than Investment Income, from the vendor? MYes [::] No 8_ Is the vendor receiving or Ike1y to reeme tarahle income, other than Investment Income, from or at the direction at the local government ot7eer or a IWmV membef of the otf.oer AND the taxable Income Is not received from the Boca] govemmernet entity? ® Yes No s Describe each employment or business retallon1h1plhaltheverrdornamedinSection lmslnWnswit" corporation w other business entity with respect to which the local government officer serves as an officer or dlrecler, or holds an ownership Interest of one percent or more. a EDCheck this box it the verndw has guven the local govettinnevI orficer or a family member of the 0115cer one or mote gft ii as described In Section 176.003(a)(2)(8), excluding gifts descibed in SENion 176.003(a-1). 7 U flilgnabzo a org busn nro g rn entity aI FamnptvNdodbjTexas Ethics Carnmikan � wew.athlcs.stato.izta gnvisedt111I021 City of Anna, Texas —Master Professional Services Agreement Page 28 Category D -Architecture 3199870 AIA Document B101 - 2017 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the « »day of « » in the year « » (In )vords, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) LIDITIONS1AND DELETIONS: he.. author of this document « City of Anna, Texas »« » I Sggededded forinformation its completion. «201 E. 7th Sheet » The author may also have «Anna, Texas75409 » r4vised the text of the « » original AIA standard form. An Additions and Deletions Report that notes added and the Architect: information as well as (Name, legal status, address and other information) revisions to the standard form text is available from the author and should be « DO » reviewed. « » This document has important « » legal consequences. « >1 Consultation with an attorney is encouraged with Project: respect to its completion for the following J or modification. (Name, location and detailed description) j « » �9 <t D The Owner and Architect agree as follows. lu ELECTRONIC COPYING of any portion of this AIAo Document to another electronic file is prohibited and constitutes a violation of copyright laws as at forth in the footer of this document. AIA Voeueent HLO1� - 203y. Copyright o 19]4, 19]8, 198], 199], 200] and 201] by She Are titan Institute of Archi torte. All rights ce cued. the ^American Inatitute of Architects.^ •AIA,^ [he AIA Loqo, and 'AIA Coniract Iwcuaen[a' ace cagiaieced tradeearka and ray not be eased .:1 [hoot permission. This draft eas pcotluced by AIA softvace at 34:32:3] ET on 08/OS/2022 under Order No.2114351196 which expires on 1 O B/03 /2023, is not for x sale, is licensed for o e-tire u only, and ,uy only he used in acco[dance with the AIA Contract Oecurxnts° Terns of Service. To report copyright ent proper a -rail eopyrightpaia.o[g. Veer Notes: Hrror! VN,novn doeaeenk property nomes (1900110132) TABLE OF ARTICLES INITIAL INFORMATION ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 OWNERSHIP OF DOCUMENTS 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS r� 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section I. I. For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of xecution.') § 1.1.1 The Owner's program for the Project: (L)sert the Owner's program, ident�� documentation that establishes the Owner's program, or state the manner in which the program will be developed.) § 1.1.2 The Project's physical characteristics: (Identify or describe pertinent i/formation about the Project's plrysical characteristics, such as size,, Location; dimensions; geotechnical reports; site boundaries; topographic surveys; najfc and utility studies; availability of public and private utilities and services; legal description of the site, etc.) § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) § 1.1.4 The Owner's anticipated design and conshuction milestone dates: Design phase milestone dates, if any: AIA 0ocurxnt B101' - 201]. Copyright a 19]9, 19]8, 196], 199], 200] and 201] by The American Institute of Architects. All rights r ved. Th? "\n=_ri.an i tituf+ o- whitacts," lha !.14 t,ceo, and "F i;. Contract Oecum+nts" a r-qi sterad cratlema rrts and may rt�t b eCtl vtthnvr p.:rmission. This tlraft w s producednby AIA software at 14:32:J] ET on OB/OS/2022 under Octler No.2119351196 which expires o OB/03/2023, i not for z sale, rs licensed faro only, and nay only he used in accordance with the AIA Con[zact Documents" Terms of Service. To report copyright violations, a -mall copyrigtt0aia.org. user Notes: error? Unknown docw.ent property nave. (1900110132) .2 Constuction commencement date: .3 SuUstantial Completion date or dates: .4 Other milestone dates: § 1.1.5 The Owner intends the following procurement and delivery method for the Project: (Identify method such as competitive bid or negotiated contract, as well as any requirements, for• accelerated or fast - track design and construction, multiple bid packages, or phased construction.) j•J �§ 1.1.6 Intentionally Deleted. § 1.1.6.1 Intentionally Deleted. § 1.1.7 The Owner identifies the following representative in accordance with Section 5.3:' (List name, address, and other contact information) «» «» § 1.1.8 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's submittals to the Owner are as follows: (List name, address, and other contact information.) § 1.1.9 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) .1 Geotechnical Engineer: <4 » 2 Civil Engineer: i< Commented [PM1]: Need to add that BRW will hack susta proposal, the tracking of points is included. inability points to their respective design. Per BRW's AIA Document E101' - 2017. Copyright O 1974, 1978, 19E7, 1997, 2007 and 2017 by The American Institute of Architects. All tights z ved. The 'Anerican Institute of Arthi Cects,' 'AIA,' Che AIA Logo, and 'AIA Contract Oocunents' r registered Cradanarks antl may roC be usatl vlthont permission. This draft vas produced by AIA softvare at 14:32:37 ET on OS/OS/2022 under Ordet No.2114351196 vhlch expires o 3 08/03/2023, is not for resale, is licensed £o r o e-time u only, and nay only be used in accordance vith the AIA Contract Documenis' Terms of Service. To report copyright violations, a -mail copyright8aia.oxg. User Notes: Ezzoz! Unknom document property name. (1900130132) .3 Otllel•, if any: (List any other consultants and contractors retained by the Owner) «1 § 1,1.10 The Architect identifies the following representative in accordance with Section 2.3: � p _ I (List name, address, and other contact information.) i �I i<t » tt » tt » tt » «» Ott » § 1.1.11 The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.11.2: I�I (List name, legal status, address, and other contact information) § 1.1.11.1 Consultants retained under Basic Services: .1 Stmctural Engineer: .2 Mechanical Engineer: .3 Electrical Engineer: Consultants retained under Supplemental Services: § 1.1,12 Other Initial Information on which the Agreement is based: a § 1.2 The Ownel• and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial Infonllation and the construction schedule may materially change, are not conditions of the Agreetent and, in that AIA Document H301� - 2017. Copyright O 1971, 19]80 19870 1997, 2007 and 2017 by The Amezican Institute of Architects. All rights z ved. The �Anerican Institute of Architects,* •AIA,' the AIA Logo, and 'AIA Contract Doeuun[s' are registered trademarks and way not beuse vi[Rout pezmlaaion. This draft was produced by AIA software at 14:32:37 ET on 08/09/2022 antler Order No.2119351196 which expires on Q 08/03/2023, is not for resale, is licensed for one -tine use only, and nay only be used in accordance with the AIA Contract Documents` Tezms of ServieTo report opyzight violations, a -mail copyright8aia.org. Uaar Notes: e: Error) Unknown document property name. (1900110132) event, the Owner and the Architect shall appropriately adjust the ?.rchitect's services, schedule for the Architect's services, and the Architect's compensation for additional site visits as defined in 4.2.3.2 below; excluding virtual meetings. The Owner may adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 The parties stroll agree upon protocols governing the hansmission and use of information or documentation in digital form. �.i 'i ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. § 2,2 The fchitect, its officers, agents, employees, consultants, sub consultants, and any persons or entities for whom the Architect is responsible shall provide all services under this Agreement Fonsistenq with the normal and customary standard of care ordinarily provided by those who provide such services for projects of the type, scope and complexity of the Project (including its contracting mode). The Architect shall perform its services as expeditiously as is consistent with the normal and customary quality professional skill and care and the orderly progress of the Project The architect shall be duly licensed in the state of Texas. , § 2.2.1 The Architect shall serve as the professional technical advisor and consultant to the Owner in matters arising out of or incidental to the performance of this Contract and in that capacity, the Architect shall not have a contractual duty or responsibility to any other person or party or individual regarding the services under this Contract, except as that duty may arise under the laws of the State of Texas. The parties agree that this Contract is for the exclusive benefit and convenience of the Owner and the Architect. Nothing contained herein shall be construed as granting or confening any right of action or any other right or benefit upon any other third -party. § 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 until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 11.9. § 2.5.1 Commercial General Liability. The Architect and its consultants retained under the terms of this Contract shall procure and maintain during the life of this Contract, Commercial General Liability Insurance. Minimum coverage shall be $1,000,000 per occurrence, $2,000,000 general ggregat4 Such coverage shall be of the "occurrence" type form and shall include the employees of the Architect as insureds. Insurance shall be primary and noncontributory. § 2,5.2 Automobile Liability. The Architect and its consultants retained under terms of this Contract shall procure and maintain Commercial Automobile Liability Insurance for all owned, non -owned, and hired vehicles: Coverage shall be $2,000,000 combined single unlit. Insurance shall be prhnary and noncontributory. § 2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as tine coverages required under Sections 2,5.1 and 2.5.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.5.4 Workers' Compensation at statutory limits Commented [SH2]: Our insurance carrier shongly objects to [his language. Professional liability insumnce covers normaI standard of care and legally is relatively well defined, as opposed to highest standard which is not well defined and open-ended. Highest standard of care is uninsurable and therefore in neither the City's nor Architect's best interest to use that as the standard of care. Commented IPM3R21: CoA to — Commented [SH4]: Delete our previous comment on this item, the insurance calTiel's comment was in error and our policy covets these limits widtout relying upon umbrella insurance. Commented [PM5R4]: PA is not sure what "previous comment" is beine talked about. 1� Copyright m 197919781987 19972007 and 2017 by ThAmerican Institute of Architects § 2.5.5 Employers' Liability with policy limits not less than $500,000 pet• occunrence, $1,000,000 per policy, atld $500,000 per employee. § 2.5.6 Professional Liability. The Architect and its consultants retained under the tetras of this Contract, shall procure and maintain professional liability insurance providing for payment of the insuted's liability for errors, omissions, or negligent acts arising out of the performance of professional services required under this Contract. Minimum coverage shall not be less than $1,000,000 per occurrence and $3,000,000 in the aggregate; however "unique" or "high risk" projects and/or those with architect and/or engineering ontractIvaluesover $10,000,000 will require a minimum coverage of $5,000,000 per occurrence and $10,000,000 in the aggregate. Professional Services as defined in the insurance policy of the Architect, should include, and correspond with the services as provided by the Architect in this agreement. Professional liability insurance shall not have any exclusion for pollution and/or environmental liabilities. Professional Liability Coverage shall be provided on a claims made basis, the insurance shall be effective as to this project prior to the Architect and its consultants commencing work and shall remain in force for three years after the project's completion. Upon request by Owner, the Architect shall furnish the Owner with a Certificate of Insurance showing the type, amount, deductible, effective date, and date of expiration of such policy.. § 2.5J Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella polices or Commercial General Liability, Employer's Liability, and Automobile Liability to include the Owner, its officials, officers, employees, and agents as additional insureds. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply'to both ongoing and completed operations. § 2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.5. § 2.5.9 The Architect and its consultants retained under the terms of this Contract shall provide a Certificate of Insurance with the required coverages and limits of insurance as specified in this Section 2.5. Insurance must be issued by an insurance company with a minimum A.M. BEST Rating of A -I or better, is authorized to do business in the State of Texas, and is signed by an authorized agent. Insurance covered by this Certificate shall not be cancelled, non -renewed by endorsement by the insurance company except after 60 calendar days written'notice has been received by the Owner. § 2.5.10 Waiver of Subrogation Provision. All insurance required of the Architect and its consultants, including Professional Liability and Workers Compensation, shall contain a waiver of subrogation in favor• of "tire City of Anna, Texas, its officials, officers, employees, and agents." § 2.5.11 The Architect hereby agrees to indemnify and hold the Owner, and any subsidiary, patent, or affiliate corporations of the Owner• and their• respective directors, officials, officers, employees (collectively, the "Indemnitees") harmless on a comparative basis from all legally recoverable damages and expenses, including reasonable attorneys' fees and related expenses, that the Indemnitees may incur,by reason of any injury or damage sustained to any person or property (including, but not limited to anyone or more of the Indemnitees) arising out of or occurring in connection with the negligent performance otllack of performance by the Architect of its duties and obligations under or pursuant to this Contract, whether or not any other party contributes to such performance or lack of performance by the Architect, including without limitation on or more of the Indemnitees. 1 ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in this Article 3, the RFQ dated XX/XX/X7CXX and detailed in the Architect's attached proposal dated XX/XX/XXXX, and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services unless expressly stated otherwise in this Contract. § 3.1.1 The Architect shall manage the Architect's services, research applicable design criteria, attend Project meetings, communicate with members of the Project team, and report progress to the Owner and Owner's Representative. Commented [SH8]: Project Advocates confirmed that these are not the limits that apply to this project, and will provide the limits (lower than S5 and $10 M that will be required. BRW suggests $IM and $3M listed seems to agree with this project and is more typical for a project of this scale and therefore may be the correct limits as intended by the Citv's standard contract form.. Commented [PM7R8]: PA agrees that the $1M/$3M is more applicable, but the article has "and/or" so the SSM/S I OM does not seem apolicable Commented [SH8]: Our insurance carrier requests to delete these words. Commented [PM9R8]: CoA to respond. AIA Document B7017 — 2017. Copyright O 1979, 1978. 1987. 1997, 2007 and 2017 by The American Institute of Architects, All rights re rved. The •Merlcan Inati[u[e of Arehi[ee[a.' 'AIA.' the AIA Logo, and 'Aix Contract Docuxnta' are registered tradeearks and way not be used 6 without pexmisaion. This draft was produced by AZA software at 19:32:37 ET on 08/05/2022 under Order No.2114351196 which expires o O8/03/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents` Tezms of Service. To report copyright violations. a -mail copyright@aia.orq. Veer Notes: Lerorl Unknown document property name. f19001101321 § 3.1.1.1 Travel to and from project meetings and the site shall be considered Basic Services, and are not considered Reimbursable Expenses. All other expenses, not listed in 11.8 (Compensation for Reimbursable Expenses), shall be considered a Basic Service. § 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 shall not be responsible for, the accuracy, completeness, and timeliness 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. pp 1 § 3.1.3 Within 14 calendar days 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 havingjurisdiction 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. t § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner' acceptance of non -conforming Work, made or given without the Architect's written approval. § 3.1.4.1 Review, approval or acceptance of the Architect's work whether by the Owner or others and whether during Schematic Design Phase, Design Development Pltase, Construction Documents Pltase, Bidding Phase, Construction Phase, or otherwise, shall not relieve the Architect from responsibility for errors and omissions in the Architect's work. § 3.1.5 The Architect shall contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project. The Architect shall respond to applicable design requirements imposed by those authorities and entities. § 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. § 3.1.7 Subcontracts for services under this Contract, including contracts for consultants retained by Architect, shall provide that work performed under such subcontract shall be subject to provisions of this Contract and shall also provide that any professional duty or responsibility pertaining thereto, shall be accomplished to the benefit of the Owner as a third -party beneficiary. Upon request, an electronic copy of each such subcontract shall be furnished to the Owner. § 3.1.8 Included in the provisions of this Contract that apply to Architect is the right for the Owner to request the Architect replace an employee, a consultant, and/or consultant's employee on this Project; Architect shall comply with such requests to immediately replace an employee, a consultant, or a consultant's employee from this Project. § 3.2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall 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, the proposed procurement and 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 maybe reasonably needed for the Project. AU Document B101� — 2017. Copyright O 1974, 1978, 1987. 1997. 2007 and 2017 by The Arezican Institute of Architects. All rights re rved. The ^American Imtitute of Archl[ecta.' `hIA." tha hIA Logo, and ^AIA Contras[ Ootuments" are registered tradeaarka and eay not be uazd vlthout permlaaion. This tlraft was produced by AIA softvate at 19:32:37 ET on 08/OS/2022 under Order No.2114351196 xhlch expires on 7 08/03/2023, is not fot t sale, is licensed for o e-time u only, and nay only be used in accordance xith the AIA Contract Ootuaents` Terma of Service. To report copyright violations, amail copyright@aia.org. Uaer Notes: 8xrozl Vnknom document property name (1900130132) § 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. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project 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 representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider sustainable 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 more advanced sustainable design services as a Supplemental Service under Section 4.1.1. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule, and budget for the Cost of the Work. § 3.2.6 The Architect shall 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. § 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 other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish, in general, their quali ty levels. The Design Development Documents must include an initial list of items that will need third -party testing, inspection, or monitoring during construction. § 3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 6.3. § 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 and performance criteria of materials and systems and other requirements for the construction of the Work. Architect shall provide list of items that will need third -party testing, inspection, or monitoring during construction. The Owner and Architect acknowledge that, in order to perform 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. AIA Document H101' - 2017. Copyright O 1979. 1978. 1987. 1997. 2007 and 2017 by The American Institute of Architects. All rights re rved. The "Merrcan Insti Cu[e oC Architects.' "hIA.' the AiA Logo, and ^AIh Contract Documents' are registered tzadeearks and ray rut be used xiGhout permission. This draft vas protluced by AIA soEtxaze at 19:32:37 £T on OB/OS/2022 under Ortler No.211435719fi which expires on 6 OB/03/2023, is not fox r sale. rs licensed far o e-tine u only, and nay only ba used in accozdance xith the AIA Contract Documents` Tezms of Service. To report copyright violations, a -mail copyright8aia.arg. Vset Notes: Error! Unknown dooument property name. (1900110132) § 3.4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner, in accordance with applicable laws of the State of Texas, in the development and preparation of (1) 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. i § MA 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. With respect to Paragraph 3A.4 of the Agreement, as part of the Architect's Basic Services (and not as a Change in Service), the Drawings and Specifications provided by the Architect shall include all data, drawings and other material necessary or proper to be provided for the Project by engineers or other consultants. § 3.4.5 Architect shall be responsible for all drawings and design documents relating to Architect's design and used on the Project, prepared and performed by the Architect or the Architect's Consultants. Architect shall coordinate with but is not responsible for Drawings and Design Documents relating to Architect's design and used og the Project, prepared and performed by the Owner's Consultants. Architect shall be responsible for the reasonable. completeness and accuracy of Drawings and Specifications prepared by or tluough Architect and Architect Consultants, and for their compliance with applicable codes, ordinances, regulations, laws and statutes in effect at the time of issuance as reasonably interpreted. § 3.4.6 Architect shall provide a Bid Documents Set that comply with the bidding methodology needed to meet the applicable laws of the State of Texas and related regulations. § 3.5 Procurement Phase Services [NOTE: This Section 3.5 may need revision depending on procurement method] § 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. i' § 3.5.2 Competitive Bidding § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contact Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by: .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre -bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and, .4 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 If the Bidding Documents permit substitutions, upon the Owner's written authorization, the Architect shall, as an Additional Service, consider requests for substitutions and 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 facilitating the distribution of Proposal Documents for distribution to prospective contactors and requesting their return upon completion of the negotiation process; AIA Document B1017 - 2017, Copyright O 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved, The `American Institute of Architects,' %AIA,' the AIA Logo, and 'AIA Contract Dotunents' are registered trademarks and may not be used 9 without permission. This draft Was produced by AIA software at 14:32:37 ET on 08/05/2022 under Order No.2114351196 which expires on 08/03/2023, is not for resale, is licensed for one-time use only, and nay only be used in accordance with the AIA Contract Documents^ Terms of Service. To report copyright violations, e-mail copyrightfiaia.org. Dear Notaa: Brrorl Unknown document property name. (1900110132) .2 organizing and pazticipating in setection interviews with prospective contractors; 3 preparing responses to questions from prospective contractors and providing clarifications and interpretations of the Proposal Documents to the prospective contractors in the form of addenda; and, 4 participating in negotiations with prospective contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner. § 3.6.3.3 If the Proposal Documents permit substitutions, upon the Owner's written authorization, the Architect shall, as an Additional Service, consider requests for substitutions and 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 A201"1-2017, General Conditions of the Contract for Con'siruction. If the Owner and Contractor modify AIA Document A201-2017, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. a § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Ser Ices. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this'Agre6'ment. The krehitect 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 4.2 and except as provided in Section 3.6.6.5, 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 if the Owner has agreed that no work is outstanding. § 3.6.2 Evaluations of the Work j § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) 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 the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision madejir good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings. When snaking 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 AIA Document H301' - 2017. Copyright O 1974, 1978, 1987, 1997, 2007 and 2017 by The Anerican Institute of Architects. All rights reserve The `Merican Institute of Architects,' `ATA,' the ATA Logo, and "AIA Contract 0ocwvnta' are registered tratlevarks and may rot be used 1(] without permission. This draft was produced by AIA software at 19:32:37 ET on 08/05/2022 under Order No.2114351196 which expires on 08/03/2023, is not for resale, is licensed for one-time use only, and nay only be used in accordance with the AIA Contract Documents` Terms of Service. To report Copyright violations, a -mail copyrightOaia.org. User Notes: Error! Unknown document property name. (1900110132) 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 A201-2017, 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 within a reasonable time after receiving payment application from the Contractor, but not later than 7 calendar days.. 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, Ithe Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completiop, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) 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 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 Contact Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.3.4 The Architect's certification for payment referred to therein constitutes a recommendation to Owner but is not legally binding on Owner. i § 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 of the schedule. The Architect must render approval or non -approval of the, Contractor's submittal schedule within 14 calendar days of receipt unless otherwise authorized by the Owner's Representative. 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 to permit adequate review. § 3.6.4.2 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 dimensioirs, quantities, and installation or performance of equipment or systems, which are the Contractor's;responsibility. The Architect's review shall not constitute approval of safety precautions or 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 and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional, provided the submittals bear such professional's seal and signature when submitted to the Architect. The Architect's review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals AIA Document B101' - 2017, Copyright O 1914, 1978, 1987, 19970 2007 and 2017 by The American Institute of Architects. All rights reserved, The %American Institute of Architects,' AIA,' the AIA Logo, and "AIA Contract Documents' are registered trademarks and may net be used 11 without permission. This draft was produced by AIA software at 14:32:37 ET on 08/05/2022 under Order No.2114351196 which expires on 08/03/2023, is not for resale, is licensed for a e-tizA use only, and troy only be used in accordance with the AIA Contract Documents` Terms of Service. To report copyright violations, e-mail copyright6aia.org. User Notes: Error] Unknown docu nt property nave. (1900110132) per%rmed or provided by such design professionals. Architect shall not permit such aspects of Work to proceed if Architect believes such drawings do not comply with applicable laws, statutes, ordinances, codes, orders, rules and regulations. § 3.6.4.4 Subject to Section 4.2, the Architect shall review and respond to requests for information about the Contract Documents within 7 calendar days of receipt, unless an extension is authorized by the Owner's Representative. 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 the requests for informration. § 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 order 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 Section 4.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. Architect shall follow Owner's processes and documentation for Change Orders. § 3.6.6.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion § 3.6.6.1 The Architect shall: .1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion (with respect to Architect's inspections for Substantial Completion, the Architects has a duty to provide Owner a written list of observed items, materials, omissions, or other conditions requiring modification or replacement or additional Work or other undertakings); .2 issue Certificates of Substantial Completion; .3 forward to the Owner's Representative, for the Owner's review and records, written warranties and related documents required by the Contract Documents and received from the Contractor; and, .4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the Architect's knowledge, information, and belief, the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted 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; Owner shall be permitted to be present for all inspections and Architect shall give advance notice to Owner's Representative of all inspections. § 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner's Representative about the balance of the Contract Sum remaining to be paid the Contractor, including the amofiht 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's Representative 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 tine 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 Uocunent H101' - 2017. Copyright O 1974, 1978. 1987, 1997. 2007 and 2017 by The Anezican Institute of Architects. All rights reserve The `Merican Inatitute oC Architects.' `AIA.' [he AIA Logo, and `AIA Coniract Oocunants' are regis[eretl Cratlewarka and may rut beusad 12 vithouc permission. This draft vas pzoduced by AIA software at 14:32:37 ET on OS/OS/2022 under Ortler No.2114351196 which expires on OB/03/2023, is not for r sale, is licensed far o e-time u only, and nay only he used in accozdance with the AIA Contract Documents` Terms of Service. To report copyright viola[Sons, a -mail copyrigh[@aia.org. User Notes: Errorl Unknown document property name. (1900110132) �§ 3.7 After the Completion Date, the Architect shall provide assistance to the Owner of up to Mows of time Uy the Architect or its consultants in connection with troubleshooting, analysis, evaluation, and consultation in the utilization of any system or equipment installed in the Project] § 3.8 The Architect shall incorporate a requirement within the Plans and Specifications that the Conshvction Manager and all subcontractors accurately and completely mark the sepias of the working drawings, and the large and full -scale detail drawings and the specifications to show field changes thereon and to describe in sufficient detail any deviation so as to evidence the "as -built" construction of the Improvements. The Architect shall review such Drawings and Specifications and promptly notify the Owner and the Construction Manager, if any, and the applicable subcontractor of any deficiencies observed by the Architect _ i § 3.9 Compliance with Architectural Barriers Act § 3.9A General Should the Scope of Services fall within the regulatory requirements of the Texas Architectural Barriers Act (the "Barriers Act" ), as solely determined by the City, Architect shall ensure compliance with the Barriers Act. As part of the Basic Services, it is the sole responsibility of the Architect to identify and analyze the requirements of the Barriers Act and to become familiar with the governmental authorities having jurisdiction to approve Architect' s design and construction documents. Architect shall participate in consultations with said authorities in order to obtain approval for such design and/or construction. As part of the Basic Services, the Architect shall obtain the Notice of Substantial Compliance for the Services from the Texas Department of Licensing and Regulation (tire "TDLR" ). The Architect shall, without additional compensation, immediately correct any errors, omissions, or deficiencies in the design services and/or construction documents identified by TDLR and/or a Registered Accessibility Specialist ("RAS" ) at any prase of the Architect's services, e ither by review of the construction documents, or inspection of the design at the commencement of construction, during the construction of the work, or at the completion of construction. § 3.9.2 General Submission of Construction Documents to TDLR —Architect shall mail, ship, or hand -deliver the construction documents to TDLR not later than five (5) calendar• days after the Architect issues the conshuction documents for the Work. § 3.9.3 Completion of Registration Form to TDLR —Architect shall complete an Elimination of Barriers Project Registration Form for• each subject building or facility within Architect's design and submit the registration forms) along with the applicable fees not later than fourteen (14) calendar days after the Architect completes the submittal of the construction documents to TDLR. § 3.9.4 TDLR Approval of Construction Documents —After review of the construction documents by TDLR, the Architect shall be notified in writing of the results; however, it is the Architect' s responsibility to obtain TDLR' s written comments. The Architect shall address all comments that prevent TDLR approval of the construction documents, including comments relating to Conditional Approval that must be addressed in the design and construction of the work. Architect shall resubmit construction documents to TDLR for review prior to the completion of construction of the Work. § 3.9.5 TDLR Project Inspection —Architect shall request an inspection from TDLR or a TDLR locally approved RAS no later than thirty (30) calendar days after the completion of conshuction of the Work. The Architect shall advise the City in writing of the results of each inspection. City reserves the right to verify the written results with TDLR at any time during design, construction, or at the completion of the work. I § 3.9.6 Corrective Modifications following TDLR Project Inspection When corrective modification to achieve substantial compliance are required, the TDLR inspector or the RAS shall provide the Architect a list o f deficiencies and a deadline for completing the modifications. Architect shall provide the City with this list within five (5) calendar days of receipt. It is the sole responsibility of the Architect to completely address the deficiencies by the stated deadline or to obtain a written notice of extension from the TDLR. When the corrective measures have been completed, Architect shall provide the TDLR (and/or the RAS who completed the inspection) and the City with written verification of the corrective measures completed. § 3.9.7 TDLR Notice of Substantial Compliance —Architect will undertake all reasonable measures to ensure that TDLR issues a Notice of Substantial Compliance to the City after the newly constructed Work has had a satisfactory inspection, or Architect has submitted verification of corrective modifications. Commented [SH10]: Please indicate rile lraurs that are Commented [PM11]: Should note that if it is a troubleshooting subject, due to design error and/or omission, that the hours are not to be limited nor will additional fees be paid. U § 3.10 Notwithstanding any other provision of tltis Agr•eemerrt, the following nonexclusive list constitutes "Basic Services" and do not constitute Additional Services or any other nature of services beyond or more extensive than the Basic Services or with respect to which any compensation or other payment is due by Owner to Architect other than the basic compensation provided for in Section 11.1 of the Agreement (reference 6.2, 6.3, 6.4, 6.5, 6.6, 6.7): (a) Services rendered by Architect prior to execution of this Agreement; (b) Providing documents for alternative bids; (c) Preparing reasonable and routine Change Orders or Change Orders resulting from any deficiencies or conflicts in the Constriction Documents prepared by the Architect (reference 6.2, 6.3, 6.4,6.5, 6.6. 6.7); (d) Providing services to observe existing site conditions or existing facilities or to verify the accuracy of drawings or other information furnished by the Owner as may be required by the Architect in performing its services; (e) A walk-through to observe readily visible conditions and understand the general character of the existing conditions; (f) At the conclusion of construction and based upon information furnished by the Contractor, preparing and furnishing to Owner a complete set of record Drawings and Specifications; j (g) Providing usual and reasonable field representation throughout the construction process as per 3.6.2.1; (h) Attending Contractor/Architect coordination meetings as required by construction activity; (i) Preparing field observation reports; (j) Reviewing submittals and shop drawings from the Contractor as required by the Contact Documents and as per (k) Reviewing the Contractor's requests for payment and other proposals; (1) Reviewing, making recommendations and providing certifications with respect to progress land final payments; as per 3.6.3.E ? C i 4 (in) The Architect and its consultants, subcontractor's, agents, employees and officers shall promptly, upon notice or discovery, during any phase of the Project, make necessary revisions or corrections of errors, ambiguities or omissions in the Drawings and Specifications without additional compensation; (o) Notwithstanding anything to the contrary expressed elsewhere in this Agreement, no architectural services made necessary, in whole or in part, Uy any fault or omission of the Architect to perform its duties, responsibilities or obligations under this Agreement, shall be compensated as a Change in Service under this Agreement (p) Using reasonable diligence and the Architect's own skill and knowledge in construction to prepare the Drawings and Specifications in a manner which attempts to meet the budget of Owner; kr) All Basic Services described in Article 3. Commented [SH12]: If a contractor• has a major failure of performance then this means in regards to following the requirements of the contract or construction documents. This provision appears to weaken the Owner's ability to recover costs for the Architect's reasonable additional services that might be caused by the Contractor's defects or nonconfomring work, and therefore is detrimental both to the Otvner and the Architect. We believe this is better defined by the basic AIA contract form and suggest that (n) be deleted. Commented [PM13R12]: PA recommends further discussion on this comment. Not sure molly BRW is looking to strike/delete. Commented [SH14]: BRW is not proposed to have construction cost estimating responsibility and therefore this responsibility belongs to others? Project Advocates requested alternate language that may make more sense in light of discussion of how review of estimating is anticipated to occur. Altother alternative to deleting (q) might be something to the effect of: The Architect will review construction cost estimates provided by the Owner's project management consultant, and notify the Owner if it appears based upon said estimates that dre construction costs will exceed the Owner's construction Commented [PM15R14]: PA is in agreement to this statement AIA Document B701' - 2017. Cepyrlght � 197d, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. ALl rights re rvetl. The 'MeriCart InaLiCu[! Of Arthl[!C[a,' `AIA,^ Ch! AIA Logo, and 'AIA COnt[act DOcunGnta' er! [<gi9C![Gd C[etl<xdrka and md'J not b! u3Gd 14 xl[heut permission. This tlraft was produced by AZA softvaze at 19:32:37 ET On 08/05/2022 under Ozdez Ne.2119391198 which expires on OB/03/2023, is not for t sale, Ss licensed for o e-[ime u Only, and nay only be used in accordance vi[h the AIA Contract Documents` Terms of Setvice. To report copyright violations, a -mail copyright8aia.org. User Notes: Brrorl Unknown document property name. (1900110132) ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Supplemental 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. Unless other wise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible for providing the identifiedSupplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an arhibit to this Agreement.) �k Supplemental Services Responsitii4(ty Architect, Owner, or notprovided) 4.1.1.1 Programminggsg o 4.1.1.2 Multiple preliminary designs 4.1.1.3 Measured drawings 4.1.1.4 Existing facilities surveys t0 ! 4.1.1.5 Site evaluation and planning § 4.1.1.6 Building Information Model management responsibilities i) § 4.1.1.7 Development of Building Information Models for post construction use t" 4.1.1.8 Civil engineering 4.1.1.9 Landsca a design 4.1.1.10 Architectural interior design 4.1.1.11 Value analysis I § 4.1.1.12 Detailed cost estimating beyond that j required in Section 6.3 4.1.1.13 On -site project representation �� f 4.1.1.14 Conformed documents for construction 4.1.1.15 As -designed record drawings ! q 4.1.1.16 As -constructed record drawings o 4.1.1.17 Post -occupancy evaluation 4.1.1.18 Facility support services 4.1.1.19 Tenant -related services § 4.1.1.20 Architect's coordination of the Owner's consultants 4.1.1.21 Telecommunications/data design 4.1.1.22 Security evaluation and planning{ t 4.1.1.23 Commissioningn § 4.1.1.24 Sustainable Project Services pursuant to Section 4.1.3 4.1.1.25 Fast -hack design services 4.1.1.26 Multiple bid packages 4.1.1.27 Historic preservation § 4.1.1.28 Furniture, furnishings, and equipment design 4.1.1.29 Other services provided by specialty Consultants 4.1.1.30 Other Supplemental Services AIA Document 0101' - 2017. Copyright 0 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved The ^American Institute of Architects.' ^hIA.' the AIA Logo, and "AIA Contract Documents' are registered trademarks and stay net be used without permission. This draft was produced by AIA software at 19:32:37 £T on 08/09/2022 under Order No.2114351196 which expires on ZJr OB/03/2023. not for r sale, Ss licensed far o e-tirte u only. and nay only he used in accordance with [he AIA Contract Documents` Terms of Service. To report copyright violations, a -mail copyright@aia.org. Oset Notes: Nrrorl Unknown document property name. (1900110132) Supplemental Services Responsibility Architect, Owner, or notprovided) § 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided below. (Describe in detail the Architect's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit. The AIA publishes a number of Standard Form of Architect's Services doctgnents that can be included as an exhibit to describe the Architect's Supplemental Services.) i § 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided below. (Describe in detail the Owner's Supplemental Services identified in Section 4.1.1 or, ifset forth in an exhibit, identify the exhibit.) EE i 'p �f ^l § 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental Service, the Sustainability Services required in AIA Document E204TM 2017, Sustainable Projects Exhibit, attached to this Agreement. The Owner shall compensate the Architect as provided in Section 11.2. § 4.2 Architect's Additional Services The Architect may provide Additional Services 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 4.2 shall entitle the Architect to compensation pursuant to Section 11.3'and an appropriate adjustment in the Architect's schedule. § 4.2.1 Upon recognizing the need to perform the fallowing Additional Services, the Architect shall notify the Owner and Owner's Representative with reasonable promptness and explain the facts and circumstances'giving rise to the need. The Architect shall not proceed to provide the following Additional 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 size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the unforeseen enactment or revision of codes, laws, or regulations, including changing or editing previously prepared documents or plans; .3 Changing or editing previously prepared documents or plans necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the documents or plans when documents or plans were prepared in accordance with the applicable standard of care; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the pall of the Owner or the Owner's consultants or contractors; .5 Preparing digital models or other design documentation 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 party thereto; 9 Evaluation of die qualifications of entities providing bids or 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. A2A Oooument B701m — 2017. Copyright O 1974, 1978, 1907, 1997, 2007 and 2017 by The American Institute of Architects. All rights re § 4.2.2 To avoid delay in the ConsUuction Phase, the Architect sliall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Architect's notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Architect of the Owner's determination. The Owner shall compensate the Architect for the services provided prior to the Architect's receipt of the Owner's notice. .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule approved 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 documents or plans; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; or, .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to documents or plans resulting therefrom. § 4.2.3 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 « » (« »,)reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 « » ( « )> ) visits to the site by the Architect during construction .3 « » ( « » ) 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 A « » (i< ») inspections for any portion of the Work to determine final completion. F § 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in Section 4.2.3, Construction Phase Services provided more than adays after (1) the date of Substantial Completion of the Work or (2) the initial date of Substantial Completion identified in the agreement between the Owner and Contractor, whichever is earlier, naAbe compensated as Additional Services to the extent the Arc_h_itect curs additional cost in providing those Construction Phase Services. t § 4.2.5 If the services covered by this Agreement have not been completed within « ») hion'ths°of the date of this Agreement, tluouglr no fault of the Architect, extension of the Architect's services beyond Ihaf time shall Ue compensated as Additional Services. § 4.2.6 Supplemental and Additional Services listed above, or in the Architect's Proposal shall not commence until notification from Owner's Representative. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for colder this Agreement, the Owner shall provide information in a timely manner regarding requhements 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. § 5.2 The Owner shall establish 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 costsI The Owner sliall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion. 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 the Owner's 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 may change -- Commented [SH16]: We understand the intent to allow an extra month beyond the typical for uncompensated services should the contractor be late. We would suggest that this not be shared with the Contractor since many contractors might interpret this as a additional month that they are allowed to take, which is not in the Owner's best interest. We have not adjusted our fee upward for this extra month of services and therefore we would be taking a loss due to the Contractor's failure to perform in timely fashion. AIA Document B301' - 2017. Copyright O 1979, 1978, 1987, 1997. 2007 and 2017 by The American Institute of Architects. All rights to cued. The `American institute of Architects,* `ATA.' the AiA Logo, and "AIA Contract Do[umtn[a' are registered trademarks and may not be used vi[hout petmission. This draft was produced by AIA software at 19:3T:37 ET on 0@/OS/2022 under Order No.211935119fi which expires on 08/03/2023, is not for resale, is licensed for one-time v only, and nay only be used in accordance with the AIA Contract Documents` Tezms of User Notes:teTo report copyright violations, a -mail copyright@aia.ozg. Ezzozl Unknown document property name. (1900130132) Commented [PM17R16]: PA takes no issue with this statement Commented [SH18]: We would prefer that this remain as "shall" but do not insist upon it. CA phase hours and therefore costs tend to track very strongly with the construction duration, and it would be unusual if the Architect did not incur losses due to extension of the construction duration. Commented [PM19R16]: PA recommends using "may" in lieu of "shall". the Owner's Representative at any time. The Owner's Representative will not have authority to modify the cost, timing, or the Architect's scope of the work, unless the person is duly authorized by the City Council of the City of Anna, Texas. Person(s) with signatory authority will be provided upon request. § 5.4 The Owner shall furnis(t �urveys 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 structuresi• designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other 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. § 5.4.1 The use of Owner provided data by the Architect shall be without contractual or legal significance unless otherwise established elsewhere in this Agreement. However, providing of data by Owner shall not relieve the Architect from the responsibility for soliciting or conducting field surveys to verify existing conditions as specified 1 herein. § 5.5 Unless otherwise established to be part of the Architect's reimbursables for this Agreement, the Owner shall furnish services of geotechnical engineers, which may include 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 provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1. § 5.7 If the Owner identified a Sustainable Objective in Article I, the Owner shall fulfill its responsibilities as required in AIA Document E204TM 2017, Sustainable Projects Exhibit, attached to this Agreement.. , § 5.8 The Owner, with the Architect's assistance, shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, fire Owner may furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner may furnish the services of consultants other than those designated as the responsibility of the Architect 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 and contractors maintain insurance, including professional liability insurance, as appropriate to the services or, work provided. § 5.9 The Owner shall furnish tests, inspections and reports required by law or the Contract Docunidnts, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.10 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. § 5.11 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 documents at• plans. § 5.12 Intentionally deleted. § 5.13 Before executing the Contract for• Construction, t(re Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Constuction 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. § 5.14 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. § 5.15 Within IS 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. — — Commented [SH2O]: Suggest to delete these words, they are confusing since the surveying scope is not proposed to be provided under the Architect's scope of services. This appears to be an edit option where both options were inadvertently selected? Commented [PM21 R201: Survey will be procured separately from the architects services. AIA Document 8101� - 2017. Copyright O 1974, 1978, 1987. 1997. 2007 and 2017 by The American Institute of Architects. All rights r wed. The `Merican Institute of Architects.' `AIA.' the AIA Ingo, and `AIA Contract Documents" are registered trademarks and ray not beewaea 18 without permission. This draft was produced by AIA software at 19:32:37 ET on 0E/05/2022 under Older No.2119351196 which expires on O8/03/2023, is not for resale, is licensed for one-time use onlyo and nay only be used in accordance with the AIA Contract Documents` Terms of eTo report copyright violations. a -mail copyrighCOaia.ocq. Deert Notes: Error! Unknown document property name. (1900130132) 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 also includes the reasonable value of the labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights -of -way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner. For the proposes of this Agreement, the Project Budget is the sum of the Cost of the Work, all Architect fees and Architect consultant fees, other Owner fees and costs, equipment, Furniture Fixtures and Equipment, and contingencies. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and shaulbe adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner'slludget for the Cost of tlhe Work, and 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. § W3 In preparing estimates of the Cost of Work, the Owner's Project Management Consultant shall include contingencies for design, bidding, and price escalation; and will work together with the Architect to determine what materials, equipment, component systems, and types of construction are to be included in the Contract Documents; to recommend reasonable adjustments in the program and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget. The Owner's Project Management Consultant's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. The Owner's Project Management Consultant will provide detailed estimates of the Cost of the Work for the Architect's review and comment, and to inform recommendations for adjustment to the scope of the Project. Architet, Owner, and Owner's Project Management Consultant will work together to adjust the project scope and program as early in project development as possible to maintain the budget through design. § 6.41f, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, 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 Owner's Project Management Consultant'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 [Wong The Architect will make major adjustments the design through 100% Design Development without additional compensation, as determined to be required to adjust to the Owner's budget. § 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. the Owner chooses to proceed under Section 6.6.4, the Architect shall modify the Conshnction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Conshnction Documents Phase Services, or the budget as adjusted under Section 6.6.1. If the Owner requires the Architect to modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner's budget for the Cost of the Work due to errors in the Owner's Project Management Consultant's 100% DD cost estimate, or due to unanticipated market conditions, the Owner shall compensate the Architect for modifications as an Additional Service pursuant to Section 11.3; otherwise the Architect's services for modifying the Construction _--- Commented [SH22]: Project Advocates requested BRW to provide possible rewording of 6.3 arrd other articles indicating estimating by BRW, for the City's consideration, to align with the actual responsibilities for estimating under this contract. Commented [PM23R22]: PA is handling the cost planning, but will require BRW's review and comments of said cost planning, coming to an "agreement" that the cost planning is as accurate as the markets and information provided allows. Commented [SH24]: 6.5 & 6.6: Requiring the Architect to provide unlimited redesign services after project Uid does not seem fair, especially since the constmetion cost estimating services are not provided under Architect's contract. The Architect should be able to reasonably rely upon the cost estimating of the Owner's direct consultant. This is also not in keeping with the spirit of the list of tdecisions made to be approved at the completion of design phases that was discussed in relation to the Responsibilities Matrix. We respectfully request to revise this to a limitation ` to revisions at DD phase. Commented [PM25R24]: If BRW fails to follow thebudget recommendations within their design, BRW shall bear the costs associated with redesign. BRW shall provide accurate, timely, and adequate information for die cost planning, at all intervals. AIA Interest D3017 - 2017. Copyright J 1979, 1978, 1987, 19970 2007 and 2017 by The American Institute of Architects. All rights re ry the "American Institute of Architects,' "AIA,' the AIA Logo, and ^AIA Contract Dotuxnts' are registered Cradeearke and say not be use wlt{out permission. This draft was produced by AIA software at 14:32:37 ET on 08/OS/2022 under Order No.2114351198 which expires on ed. 19 08/03/2023, is not for resale, is licensed for one-time u only. and may only be used in accordance with the AIA Contract Docusents^ Terms of Service. To report copyright violations, enamel copyright8aia.org. Veer Notes: Bezot! Unknown document property name, f1900110132) Documents shall be without additional compensation. In any event, the AL•clritect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 OWNERSHIP OF DOCUMENTS § 7.1 All drawings and specifications, renderings, models, scale details, approved copies of shop drawings and other such documents prepared by the Architect or any consultant pursuant to this Agreement (collectively the "Project Materials") shall become the property of Owner on completion or upon termination of this Agreement, and shall be delivered to Owner upon request. Architect fully and irrevocably assigns to Owner all copyright and other intellectual property rights to the Project Materials. § 7.2 Owner's unilaterally conshuction of additional, identical buildings) based on the uchitecturaUengiueering work of this Agreement without written agreement by the Architect shall be at Owner's sole risk. Documents prepared under this Agreement may be issued by Owner for informational purposes without additional compensation to the Architect. § 7.3 Specifications and isolated, detail drawings inherent to the architectural/engineering design of the Project, whether provided by Owner or generated by the Architect, shall be available to either patty and each party shall have the right to use this work product for other purposes. Each party agrees to be responsible for any liability incurred by their use of this work product for other purposes. § 7.4 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1 A 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 Texas law. § 8.1.2 T To the extent permitted within the Owner's authority, and to the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the conhactors; consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance. 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 Architect and Owner will skive to resolve claims. Issues not settled are to be presented in writing to the Owrret• for review and resolution. If the Architect's claim is rejected by the Owner, the parties shall, as a condition precedent to filing suit, attend non -binding mediation equally sharing the mediator's fees and related costs. § 8.1.4If the parties do not resolve a dispute through mediation pursuant to this Section 8.4 the method dispute resolution shall be litigation in a state court of competent jurisdiction with exclusive venue being County, Texas, J 4 § 8.2 Intentionally Deleted. § 8.1.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.4 the nu dispute resolution shall be litigation in a state court of competent jurisdiction with exclusive venue County, Texas. in Collin ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If fire Owner fails to make payments to the ?.rchitect 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 Commented [PM26]: Section 8.2 is deleted. Need discussion with CoA Commented [PM27]: Section 8.2 Iras been deleted. Further discussion with CoA needed. AIA Docueent 8101' - 2017. Copyright O 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserve The "Merl Csn institute of A[ChlteC[a,' `AIA,' the AIA Logo, and ^AiA Contract DOCamen[s' are registered trademarks and may net be used 2(] vlthout permission. This draft was produced by AIA software at 19:32:37 ET on 08/05/2022 under Order No.2114351196 which expires o 08/03/2023, is not for resale, is licensed for one -tine use only, and nay only be used in accordance with the AIA Contract Oocumenta` Terms of Service. Te report copyright violations, a -mail copyrighCBaia.ozq. User Notes: Errorl Unknown document property nana. (1900110132) services. Before resuming services, the Owner shall pay Uhe Architect 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 intenuption 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;tlhe 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 If the Owner terminates this Agreement for its convenience pursuant to Sectien 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, tlhe Owner shall compensate t(he Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination when agreed to by Owner. This includes the costs attributable to the Architect's termination of consultant and sub consultant agreements already in place prior to termination notice. All such costs are limited to accepted industry standards, and in no event may such costs include consequential damages. 1 § 9.7 Intentionally deleted. § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. § 9.9 The Owner's rights to use the Project Materials in the event of a termination of this Agreement are set forth in Article 7 and Section 9.7. ARTICLE 10 MISCELLANEOUS PROVISIONSkNOTE: TO BE FURTHER DETERMINED AND THIS ARTICLE REVISED ACCORDINGLY BEFORE EXECUTION] Commented [PM28]: PA and CoA should Zscuss. § 10.1 This Agreement shall be governed by the laws of the State of Texas. § 10.2 Unless otherwise expressed herein, terms in this Agreement shall have the same meaning as those in the Owner's version of the AIA Document A201 2017, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement, including any payments due to the Architect by the Owner prior to the assignment. § 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 he 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, AIA Document B1017 - 2017, Copyright O 1974s 1978, 1987, 19970 2007 and 2017 by The American Institute of Architects. All rights reserved. The 'American institute of Architects,' `AiA,• the AiA Logo, and `AIA Contract Documents' are registered trademarks and Ray rot be used without permission. This draft was produced by AIA software at 14:32:37 ET on 08/05/2022 under Order No.2114351196 which expires on 21 08/03/2023, is not fort sale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents` Terms of Service. To report copyright violations, e-mail copyright8aia.org. User Notes: Brrorl Unknown document property name. a900110132) 10.5.1 Nothing herein shall be consbued to create any express or implied conhactual relationship Uehveen Owner and any of the Architect's sub consultants. This Agreement supersedes all other pre-printed or standard provision that may otherwise appear as supporting documentation or attached to this Agreement or future Amendments. This Agreement is primary and controls over any prior or supplemental agreement unless this Agreement is amended to include such other agreements to the extent set forth in any such amendment. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. This Section 10.7 shall su vive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10.8 If the Architect or Otvner receives information specifically designated as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement. § 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7; days' notice to the other party, when required by law, arbitrator's order, or court order, including a subpoena or other, form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Agreement. § 10.10 The Owner and the Architect understand, acknowledge, and agree that the Architect shall be acting as an independent contractor at all tunes during the performance of this Agreement and no provision or obligation expressed or implied in this Agreement shall create an employment, agency, or fiduciary relationship. At no time shall Owner have any control over Architect's services or the means, methods, sequences, procedures, or techniques of Architect in performing such services. ARTICLE 11 COMPENSATION [NOTE: TO BE FURTHER DETERMINED AND THIS ARTICLE REVISED ACCORDINGLY BEFORE EXECUTION] § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: Stipulated Sum (Insert amount) .2 Percentage Basis (Insert percentage value) AIA Ooeumant E101' - 2017. Copyright O 1974. 1978, 1987, 1997. 2007 and 2017 by The American Institute o£ Architects. All rights r ved. The `Anerican Institute of Architects.' `AIA.' [he AIA ]ngo, antl `ATA Contract Ibtunenta' art regtatered tradeearka and may m[ be usatl without pexmisaion. This draft was produced by AIA software at 14:32:37 ET on 08/09/2022 vntler Order No.2114351196 which expires on 22 OB/03/2023. is not for resale, is licensed for o e-time u only. and may only be used in accordance xith [he AIA Contract Documents` Terms of Service. To report copyright violations. a -mail copyright0aia.org. Vnor Notes: Errorr Unknown document property name. (1900110132) « » (« ») % of the Owner's budget for the Cost of the Work, as calculated in accordance with Section 11.6. .3 Other (Describe the method of compensation) § 11.2 For the Architect's Supplemental Services designated in Section 4.1.1 and for any Sustaivability Services required pursuant to Section 4.1.3, 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.) § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.) § 11.4 Compensation for Supplemental and 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 « »percent (« »%), or as follows: (Insert amount of, or basis for computing, Architect's consultants' compensation for Supplemental or Additional Services.) § 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of compensation for each phase of services shall be as follows: Schematic Design Phase Design Development Pllase Construction Documents Phase Procurement Phase Construction Phase « » percent « » percent « » percent c » percent « » percent Total Basic Compensation one hundred percent ( When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget for the Cost of the Work. Compensation paid in previous progress payments shall' not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work. § 11.6.1 When compensation is on a percentage basis 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. 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 are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (IJapplicable, attach an exhibit of lrom•ly billing rates or insert them below.) AIA DocunenG B101' - 2017. Copyright O 1974, 197@, 1987, 1997, 2007 and 2017 by The Axxican Institute of Architects. All rights z vet. The `Merican Institute of Archltecta,' ^AiA.' CRe AIA Logo. antl ^AIA Contract °ocunents' art regia[ered Cratlematke and may rot be used 23 vitRout pezmisalon. This dzaft seas pzoduced by AIA so£tvaze at 14:32:3] ET on 08/05/2022 undez Ordez No.2114351196 xhich expizes on 08/03/2023, is not £or r sale, is licensed foz o e-time u only, and nay only be used in accazdance with the AIA Contract Documents` Terms of Service. To report copyright violations, sail copyright@ala.org. Veez Notes: Bzzorl Unknown documentn property name. (1900110132) Employee or Category Rate ($0.00) § 11.8 Compensation for Reimbursable Expenses expenditures, similar -related expeni § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities (laving jurisdiction over the Project; y .4 Printing, reproductions, plots, and 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, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; .8 If required by the Owner, and with the Owner's prior written approval, the Architect's consultants' expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; .11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and, 12 Other Project es. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus i( »' percent ( (( ))'%) of the expenses incurred. § 11.9 Architect's Insurance. If the types and limits of coverage required in Section 2.5 are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in Section 2.5, and for which the Owner shall reimburse the Architect) a }) fi § 11.10 Payments to the Architect § 11.10,1 Initial Payments § 11.10.1.1 An initial payment of (<zero » ($ a0 ») 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. § I1.10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of ($ <( )) ) shall be made upon execution of this Agreement for registration fees and other fee§ payable to the Certifying Authority and necessary to achieve the Sustainability Certification. The Architect'spayments to the Certifying Authority shall be credited to the Owner's account at the time the expense is incurred. i § 11.10.2 Progress Payments § 11.10.2.1 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(( » (« )Y) 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.) % <c »' AU Document B701' — 2017. Copyzight � 19]9, 19]Er 1907r 199]r 2007 and 203] by The Amzican Inatitute of Architects. All tights re rved. The ^Merican Inatitute oC Arthitecta,' `AIA,' Lhe AIA lagor antl `AIA Con[[aet Oocuisen[a' are registered trademarks and may rot be used 24 viihouC pezmisslon. This dzaft v s produced by AIA ao£tvate at 14:32:3] ET on 0E/OS/2022 under Ozdez Ne.2114351196 which expizea o 08/03/2023, not for r sorer is licensed for o e-tiae u only, and may only be vaed in accordance with [he AIA Contract Documents` Terms of Service. To report copyright violations. a -mail copyri9ht0aia.org. IIeer Notes: Srrorl Unknown document property ram. (1900110132) § 11.10.2,2 The Owner shall not witlrirold 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, § 11.10.2,3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. § 1t10.2.4 On or before the tenth day of each month during the performance of the Agreement, the Architect shall submit to Owner for approval a request for payment ("Request for Payment") in form and substance satisfactory to Owner. Each such Request for Payment shall set forth the amount which the Architect believes to be due for Basic Services rendered by the Architect (subsequent to the last payment by the Owner), and at the request of the Owner a detailed breakdown of the constituents of such amount, and the sum of all prior payments made by the Owner to the Architect. The Owner shall be required to review each such Request for Payment and notify the Architect of any exceptions Owner believes to be appropriate; and, within ten (30) days after the Owner's receipt of the relevant Request for Payment, Owner shall pay Architect the amount properly required to be paid in connection with such Request for Payment. The above procedures shall be followed by the Owner and the Architect throughout the progress of the Project, with the final Request for Payment being submitted by the Architect to the Owner after comp letion�of the Project. At the request of the Owner, the final Request for Payment submitted by the Architect to the Owner shall be accompanied by the Affidavit of an executive officer of the Architect that such affiant believes that all services of the Architect provided for under the Agreement have been fully performed in accordance with the Agreement and that construction of the Project has been completed in accordance with the Drawings and Specifications and other Contract Documents. Architect shall not be entitled to receive payment hereunder until Architect has provided such lien waivers, including lien waivers from Architect's consultants, detailed description of services, and sworn statements or certificates regarding Architect's services and compliance with the requirements of this Agreement as Owner may reasonably require in connection with Architect's request for payment. Notwithstanding anything contained herein to the contrary, Owner shall not be obligated to make any payment (whether a Progress Payment or Final Payment) to Architect hereunder if anyone or more of the following conditions exist: (1) Architect is in material default of any of its obligations hereunder or otherwise in default under this Agreement or any of its Contract Documents; (2) Any part of such payment is attributable to services which are not performed in accordance with this Agreement; provided, however, that payment shall be made as part thereof attributable to services which were performed in accordance with this Agreement; (3) Architect has failed to make payments promptly to consultants or other third parties used in connection with the services for which Owner has made payment to Architect; or (4) Owner, in its good faith judgment, determines that the portion of the compensation then remaining unpaid for a particular phase of the services of the Architect shall not be sufficient to complete such phase in accordance with the Agreement, no additional payments will be due Architect hereunder unless and until Architect, at its sole cost, performs a sufficient portion of the services so that such portion of We compensation then remaining unpaid is determined by Owner to be sufficient to so complete the services. 4 No partial or final payment by the Owner to the Architect is to be treated as a waiver of any of the Owner's rights. § 11.10.2.5 Architect shall present each month a statement of all Changes in Services rendered and reimbursable expenses incurred for the preceding month. Architect expressly waives any right to payment for any Change in Services rendered if Architect does not give written notice of its claim that the services are additional within thirty (30) days of rendering the services and if such services are not billed as a Change in Services within sixty (60) days following their rendition. § 11.10.2.6 Owner also shall have the right to inspect and copy all other records of the Architect relating to the Project. All of such records should be preserved by the Architect for a period of three (3) years after final payment. AIA Document B1017 - 2017. Copyright O 1974, 197er 1987r 1997, 2007 and 2017 by The American Institute of Architects. ALl rights r wed. Th! •Merican Institute Of Architec[er' 'AiAr' [he AIA Logo. dnd 'AiA COni[det Documents' are rogistered [radesarka antl say rot he toed without pecmission. This tlraft was produced by AIA software at 14:32:3] ET on OB/06/2022 untlez Ocder No.2114351196 which expires on 25 OB/03/2023r is not fot r sorer ie licensed £er o e-time u only. and say only be used in accordance with the AIA Contract Documents^ Terms of Eecwice. To report copyright violations. a -mail capyright0aia.ocg. User Notes: Etrorl Unknown document property name. (1900110132) ARTICLE 12 SPECIAL TERMS AND CONDITIONSkNOTE: TO BE FURTHER DETERMINED AND THIS ARTICLE REVISED ACCORDINGLY BEFORE EXECUTION] Special teens and conditions that modify this Agreement ar•e as follows: (Include other terns and conditions applicable to this Agreentett.) 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 the Owner and Architect. § 13.2 This Agreement is comprised of the following documents identified below: 1 AIA Document B lO1TAr-2017, Standard Form Agreement Between Owner and Architect [ « » ] Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement, including any exhibits and scopes of set -vices identified as exhibits in Section 4.1.2.) u is isJ Ls� 4 Other documents: (List other documents, if any, forming part of the Agreement) « » `E This Agreement entered into as of the day and year first written above. OWNER (Signature) (Printed name and title) ARCHITECT (Signature) (Printed mate, title, and license number, y i I if required) Commented [PM29]: PA and CoA should discuss AlA Document B101' — 2017. Copyright O 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. AL1 rights t wed. The `Merican Inati Cute of Arehi[eeta,' `AIA," the AIA tggo and `AiA Contract Docunen[a' ere z<gia[ered Cratlerarka and ray roc beeuaed without permfanion. This draft v s protluced by AIA softvare�at 19:32:37 ET on 08/09/2022 under Order Na.2114351196 which expires on 26 08/03/2023, is not for r sale, is licensed for one-time u only, and nay only 6e used in accordance with the AIA Contract Documents` Terms of Service. To report copyright violations, a -mail copyright@aia.otg. User Notes: Error! Unknown document property name. (1900110132)