or~uF.r? Ivc~. .__a~_-ra Fll-~t~Ri7Vf=lL CIF COPdI Rf~tC_-[ tdlTFl IrIICr-IFaLL_ hdtf=.L WRLKLr? i OR l~i-iL i~tEh•ii.~Vf-i;ItJPi 41111-1 .LiJ ll-it--_ h_X1:.,1 ii'd6 CUIJt7Ii0USl'_ fthvL; G~ihSME.x: CC.ihJSIS"I-TMG ClF E~4-IASE' I, I1:, F;Mt:i III Cn thi> tt7e Li;h day oi- M-iy i9`j6, ~_ipon motion made Icy t_nrn~~i;.~sioner F~Inlekamp, sccondec; k;y .lsdne 1)enSGn, tt-ie Go~.ir'~t voted 4-i-r<~ with Commissioner Lackey Opposing to .apprnve tF;e Uor~;tract wttf7 i+111;e Wz.ll~cr-, 4~1'r•ct-iitec~C Tor' ti-ie r•emodelir~g o~i- f-'h;ase 1, II, rand IT sand calttf50T'1-~f? the Co~_rnty .]'~_rdgc> to sign; sa::d contract z'as s~_ibmitted to thE: Go,_trt. T FIF, AMERICAN INSTITUTE U}+ ARCHITECTS ALA Uocunrent Lfld l Standard Form of Agreement Between Owner and Architect 1987 EDITION 'L'HIS DOCUMEN'L HAS IAII'ONIAN'L' LH'GAI, CON.SL'QUENCES' CON,SULL:4!'LON 14~1'L'H AN AT'L'ORNL1'F IS N.'NCOUR4(iED 16'L'I'H KESL'L:C'L" L'O LLS COMPL,N.'TION OR A40UIFLCu9'L'ION. AGREEMENT Tlc/ made as of the ~ day of May in the year of Nineteen Hundred and Ninety Six. BETWEEN the Owner: Kerr County, Texas Kerr County Courthouse Kem~illc, Texas 78028 and the Architect: Michael Ncal Walker 1303 Vesper Lane Kerrville, Texas 78028 For the following Project: Provide partial Basic Architectural Services for completion of Professional Services, including usual architectural, structural, mechanical and electrical engineering services, as outlined below, and special Additional Services when directed by the Owner, for the Proposed Projects: 1. Approximately- 17,500 squaze feet of renovated space within the existing Courthouse and Annex, divided into no more than three separate Construction Phases. 2. Additional miscellaneous site and building exterior work required to provide a complete project, or as specifically assigned by the Owner. 3. Services for the Project include completion of Architectural Design Development through, and including, Construction Administration Phases. Architect relies that the previously commissioned azchitectural services have been approved by the Owner through the Schematic Design Phase, and that professional services for same have been appropriately terminated. Architect also relics on the previously completed Schematic Design Documents being an accurate and a thorough representation of the Project to be completed. 4. The Basic Services Guaranteed Maximum Fee is based upon the Owner being able to secure usable electronic files of all the documents represented in the "Proposed Courthouse Renovations for Kerr County, Kerrville, Texas, prepared January 8, 1996, by Di Stefano/ Santopetro Architects, Inc." If such suitable files aze unavailable, Additional Services will be authorized to recreate electronic files. The Owner and Architect agree as set forth below. AIA U(H;(Ih~lfiNT BI41: OW7vT.R-,1RCHi'rftCT AGREEMENT, FOURTH ADDITION, AIA COPYRIGHT 1987 THE .~ff;R[CAN INSTITUTE OF ARCHITECTS, 1735 NEW 1"ORIi AVENTIE, N.W., WASHINGTON, D.C. 8141-1987 I TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 'the Architect's services consist of those services performed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 "the Architcrofs services shall be perionned as expeditrousl}' as is cmrsistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shatl submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of tune required for the Owner s review and for approval of submissions by authorities having jurisdiction over the Yrojcct. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design llocuments and an}' adjustments anthorized by the Owner in the program, schedule or construction budget, the Architect shall prepaze, for approval by the Owner, Design Development Uocuments consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechauical and electrical s}'stetns, materials and such other elements as may be appropriate. 2.3.2 The Architect shall not advise the (hvner of any adjustments to the prelunirrarv estimate of Construction Cost, unless specifically requested b}' the Owner as Additimral Services. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved llesign Development Documerrts and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the (htiner, the Architect shall prepare, for approval by the Owner, Construction llocuments consisting oC Drawings and Specificatrons setting forth in detail the reyuuements for the constmetron of the Project. 1.1.3 'the services covered by this Agreemeut are subject to the tune limitations contained in Subparagraph I I.5 1 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Hasic Sen~ces consist oC those described in Pazagraphs 2 ~ through 2.6 and any other services identified in Article 12 as part of Basic Sen'ices, and include normal structural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 'Ihe Architect shall review the program furnished by the Owner to asceAtin the requuemen[s of the Project and shall arrive at a mutual understarrding of such reyrurements with the Owner. 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's progam. schedule and consh'uctron budget requuements, each tits terms of the other, subject to the limitations set forth in Subpara- graph 52. I 2.2.3 The Architect shall review with the Owner altematrve ap- proaches to design and construction of the Project. 2.2A Based on the mutually agreed-upon program, schedule and constmction budget Iequirements, the Architect shall prepare, for approval by the Ownet, Schematic Design llocuments consisturg of dmwvrgs and other documents illustraturg the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Constructron Cost based on current area, volume or other unit costs. 2.4.2 The Architect shall assist the (honer in the preparsfion of the necessary bidding infomration, bidding forms, the Conditions of the Contract, and the Corm of Agrcemerrt between the t7wner and Contractor. 2.4.3 The Architect shall not advise the Owner of any adjustments to previous preliminary estimates o1 Construction Cost indicated by changes in requirements or general market conditions, unless speciti- cally requested by the Owner as Additional Services.. 2.4.4 'f he Architect shall assist the Owner in connection with the Owners responsibility for tiling documents required for the approval of govemmcntal authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Constmc- trrnr Iocuments and of the latest prelimirary estimate of Constmction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awazding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE -ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibihty to provick Basic Services for the Constmclion Phase under this Agreement commences with the awazd of the Contract for Construction an3 temunates at the earlier of the issuance to the Cnvner of the final Certiticate for Payment or 60 days aftcT the dale of Substantial Completion of the Work. unless extended under the terms of Subparagraph 10.3.3 2.6.2 The Architect shall provide admuristration of the C ontract for Construction as set forth below and in the edition of AIA Iktcument A2U1.. General Conditions of the Contract for Conslmetion, curtent as oC the date of thin Agreement, miles otherwise provided in this Agreement. AIA DOCUMENT 8141: OWNER-ARCHITECT' AGRF.F.ngNT, FOURTH ADDITION, AIA COPYRIGHT 19R7 THE AMERICAN INSTTTUTfi OF ARC'TfITECTS, 1735 NE0.' Y"ORR AVEN[!E, K.W., WASHINGTON. D.C. RI4l-19R7 2 2.6.3 Unties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall not be unreasonably withheld. 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during constmction wail final pa}ment to the Contractor is due, and (2) as an Additional Service at the Owner s diration Gom time to time during the conection period described in the Contract fa Construction. The Architect shall have authority to act on behalf o[ the Owner only to the extent provided in this Agreement unless othen~ise modified by written instrwnent. 2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally fanriliaz with the progress and quality of the Work completed and to determine in general if the Work is being performed in a marmer indicating that the Work when completed will be in accordance with the Contract Documents. I Iowever, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or yuantity of the Work. On the basis of on-site observations as an architect, the Architect shall keep the Owner informed of the progress and yuality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. 2.fi.fi The Architect shall not have control over or charge oC and shall not be responsible for constmeton means, methods, techniques, sequences w procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility under the Contract for Constmction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is hr prepazation or progress. 2.6.8 1{xcept as may otherwise be provided in the Contract Documents or when dvect communications have been specially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Architect's consultants shall he through the Architect. 2.6.9 Based on Ore Architect's observations and evaluations of the Contractor's Applications for Pa}ment, the Architect shall review and certify the amowtts dttc the Contractor. 2.6.10 The Architect's certification for payment shall constitute a representation to the Owrrer, based on the Architect's observations at the site as provided in Subparagraph 2.G.5 and on the data comprising the Contractors Application for Pa}ment, that the Work has progressed to the point indicated and that. to the best of the Architect's knowledge, information and belief, qualiTy of [he Work is in accordance with the Contract Documents. The foregoing representations aze subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, [o results of subsequent tests and inspections. to minor deviations from the Contract Documents wrzectable prior to completion and to specific qualifications expressed by the Architect. The issrrarrce of a Certificate for Pa}ment shall further constitute a representation that the Contractor is entitled to payment hr the amount certified k kowever, the issuance of a Certificate for Payment shall not be a representation that the Architect has Q ) made exhaustive w continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed constmcton means, methods, techniques, sequences or procedures, (3) reriewed copies of requisi- tions received from Subcontractors and material suppliers and other data requested by the Owrrer to substantiate the Contractor's right to pa}ment or (4) a.rPn.;,,ed how or f'or what pupose the Contractor has used money previously paid on accormt of the Contract Sum. 2.6.1 l The Architect shall have authority to reject Work which does not coNbrm to the Contract llocuments. Whenever Ore Architect considers it necessary or advisable for implementation of the intent of the Contract Ikrcuments, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract llocuments, whether or not such Work is fabricated, hrstalled or completed. However, neither this authority of the Architect nor a decision made m good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Arohitecl to Ore ('ontrac[or, Subcontractors, material and equipment suppliers. their agents or employees w other persons periomilng portions of the Work. 2.6.12 The Architect shall review and approve or take other appropri- ate action upon Contractor's submittals such as Shop Drawings, Nxdrrct Data and Samples, but roily for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract llocuments. The Architect's action shall be taken tvith such reasonable promptness as to cause no 3elay in Ore Work or in the constmction of the Owner or of separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Renew of such submittals is not conducted for the purpose of deterarirrimg the accuracy and completeness of other details such as dimensions and quantities w for substantiating instrue- Oons for installation or perforrrrance of eyuipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by Ore Contract Documents. The Architect's review shaIl not constitute approval of safeh' precautions or, unless otherwise specifically stated by the Architect, of constmcton means, methods. techniques, sequences or procedures. The Architect's approval of a specific item shaO not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Lbcuments, Ore Architect shall be errtrlled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the (:mrtract Documents. 2.6.13 The Architect shall prepare Change Orders and Constmction Change lhrectives, with supporting documentation and data if decrned necessary by the Architect as provided in Subparagraphs 3.1.1 and 3.3.3, for the (Tuner's approval and execution in accordance with the Contract Uocwnents,. and may authorize minor changes in the Work not involving ar adjustment in the Contract Sum or an extension o1 the Contract 'l'ime which are not inconsiatenl wiOr the intent of the Contract llocuments. 2.6.14 The Architect shall conduct inspections to detemtine the date or dates o1 Suhstantral Completion and the dale o(final completion, AIA DOCLrMENT HI41: OWNF,R-ARCHITECT AGRF:F.MFVT, FOL7LTH ADDITION, AIA COPYRIGHT 1987 THE AMERICAN INSTITI7IF. OP ARCHITECTS, 1735 NF.W YORK AVENl?E, N.~l'., WASHIN(iTUN, D.C. R141-1987 3 shall receive and forward to the (honer for the Owners review and records written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Pa}ment upon compliance with the requirernents of the Contract Da;tunents. 2.6.15 'the Architect shall interpret and decide nwtters concerning perfornrance of the Owner and Contractor under the reyuvements of the Contract Ikrcuments on written reyuest of either the Owner or Contractor. The Architect's response to such reyuests shall be made with reasonable promptness and within any time Ihnits agreed upon. 2.6.]6 Interpretations and decisions oCthe Architect shall be consistent with the intent of and reasonably inferable from the Contract Docu- ments and shall be m writing w in the fomr of drawings. When making such hrterpretations and initial decisions, the Architect shall endeavor to secure faithful perfmmarce by both Owner and Contractor.. shall not show partialih~ to either, and shall not be liable for results of interpreta- tions or decisions so rendered in good (with. 2.6.17 'rhe Architect's decisions on matters relating to aesthetic effect shall be fmal if consistent with the hrtent expressed in the Contract llocuments. 2.6.18 The Architect shall render written decisions within a reasonable lime on all claims, disputes or other matters in yuesfion behveen the Owner and Contractor relating to the execution or progress of the Work as provided in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 't'he services described in this Article 3 aze not included in Basic Services unless so identified hr Artic]e 12, and they shall be paid for by the Owner as prodded irr this Agreement, ur addition to the compensa- fion for Basic Services. The services described cinder Paragraphs 3.2 and 3.4 shall only he prodded if authorized or coniinned in writing by the Owner. Kservices described under Contingent Additional Services irr Paragraph 3.3 aze required due to circumstances beyond the Architect's wntrol, the Architect shalt notify the Owner prior to com- mencing such serdces. If the Owner deems that such serdces described under Paragraph 33 aze not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Conlingerrt Additional Services are not required, the Architect shall have no obligation to provide those serdces. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is requirexl, the Architect shall protide one of more Project Representatives to assist in earning out such addrtional on-site respwrsibilities. 3.2.2 Prajec[ Representatives shall be selected employed and directed by the Architect. and the Architect shall be compensated therefor as agreed by the Oevner and Architect. "f he duties, responsibilities azrd limrtatious o[ authority of project Represeutatives shall be as described in the edition of AIA llocument B352 current as of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the (honer against defects and deficiencies in the Work, but the tumishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDTTIONAL SERVICES 3.3.1 Making revisions in llrawings, Specifications or other documents when such revisions are: .1 inwnsistent with approvals or instruefions previously gje~en by the Chener, including recisions made necessary by adjustments m the Owner's program or Project budgek .2 required by the enacthrznt w recision of codes, laws or regulations auhaequent to the prepazation of such docu- ments; or .3 due to changes required as a result of the Owner's failwe to render decisions hr a timely mariner. 3.3.2 Providing services rcquved because of significant changes in the Project including, but not limited to, sue, quality, eomplexiTy- the Owner's schedule, or the method oC bidding or negotiating and contractvrg for constncton, except for services required under Subpazagraph 52.5. 3.3.3 Preparing Ihawings, Spceificatious and other docwnentation and supporting data,. evaluating Contractor's proposals, and providing other services in comnecton with Change Orders and Construction Change Drrectives. 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor acrd making subseyuent revisions to Ihawings, Specifications and other documrn[ation resulting therefrom. 3.3.5 Prodding consultation concerning replacement of Work daznaged by fne of other cause during construction, and funriahiug services required in comnection .dth the replacement of such Work. 3.3.6 Prodding services made necessary by the default of the Contrac- tor, by major defects or deficiencies m the Work of the Contractor, or by failure of perforrrrance of either the (hnner or Contractor under the Contract for Constnrction. 3.3.7 Prodding serdces in evaluating an extensive number of claims submitted by the Contractor or others in connection with lire Work. 3.3.8 Prodding serdces m connection with a public hearing or legal proceeding except where the Architect is party thereto. 3.3.Y Preparing docunents tot alternate, sepazate or sequential bids or prodding services in connection with bidding, negotiation or construc- tion prior to completion of the Constmction llocwnents Phase. A[A D(KUMENT H141: 00.'NER-ARCHITECT AGREEMENT, FOURTH AI)UITION, AIA COP7'RIC7H"t 19R7 THE MIEKICAN INSTITLTE OF ARCHI7'ECrB, 1735 NF,W }'r )RE A\BNTrE, N.W., WASHNGTON, U.C. B141-1987 4 3.J OPTIONAL ADDITIONAL SERVICES 3.J.1 Providing azralyses of the Owner's needs and progratnning the requirements of the Project. 3.4.2 Providing fmancial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or comparative studies ofprospective sitas. 3AA Providing special surveys, environmental studies and submis- sions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.5 Providing services relative to fixture facilities, systems and equipment. 3A.6 Providing services to investigate existing conditions or Yacilities or to make measured drawings thereof. 3.J.7 Providing services to verify the accuracy of drmvings or other infomration famished by the Owner. 3A.8 Providing coordination oC construction performed by sepazatc contractors or by the Ownei s own Corces and coordination of services reyuired in connection with construction perforrxted and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. 3.4.10 Providing detailed estimates of Consimction Cost. 3A.11 Providing dctaded quantity surveys or inventories of material, equipment and labor. 3.J.12 Providing analyses ol'ownirrg and operating costs. 3.4.13 Rovidmg interior desigir and other similaz services reyured for or in comnecton with the selection, procruement or installaion of furniture, funishings and related eyuipnrent. 3.J.1J Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equipment. or valuations azrd detailed appraisals of existhrg Tacilities. 3A.Ifi Preparing a set of reproducible record drawings showing significant changes in the Work made doting construction based on marked-up prints, drawutgs and other data famished by the Contractor to the Architect, except as noted in Article 12. 3A.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and mainte- nance, and consultation Sating operation. 3.J.18 Providing services after issuance to the (homer of the Imal Certificate for Payment, or in the absence of a final Certificate for Paynrenl, more than (0 days after the date of Suhstanlial Completion of the Work. 3.4.19 Providing sert2ces of consultants for other thazr architectural, shuchnal, mechanical and electrical engineering portions of the Project. 3.4.211 Providing any other services not other-wise included in this Agreement or not customarily funished m accordance with generally accepted azchilectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES J.l The Owner sha0 provide full information regarding requirements for the Project, including a program which shall set Corth the Chvmer s objectives, schedule, constrairts and criteria, including space require- ments and relationships, flexibility, expandability, special equpment, systems and site requirements. 4.2 The Owner shall establish and update an overall budget Yor the Project, including the Cmrstmcion Cost, the Owner's other costs and reasonable contingencies related to all of these costs. J.3 If reques4ed by the Architect, the Owner shall funiah evidence that Yinancial arrangements have been made to tulfdl the Owners obliga- tionsunder this Agreement. 4A The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. 'Che (honer or such authorized representative shall render decisions in a timely manner pertaining [o documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.5 'the Owner shall funish surveys deseribirrg phyroical characteris- tics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal hrfonna- tion shall irrclude, as applicable, grades and lines of streets, alleys, pavements and adjoining property and stmctures; adjacent drainage. tights-of--way, restrictions, easements, encroachments, zoning, deed restictions, boundaries and contours of the site; locations, dimensions and necessary data pertaivirrg to e~ueting buildings, other improvements and trees; and information concerning available utility services and ]ores, both pubhc and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. J.6 The Owner shall famish the services of geolechmical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, lest pits, detetrninations of soil beating values, percolation tests, evaluations o[ hazardous materials. ground corosion and resistiviTy tests, including necessary operations for anticipating subsoil conditions, with reports acrd appropriate professional recommendations, J.fi.l The Owner shall furnish the services of other consultants when such services aze reasonably required by the scope of the Project and ate requested by the Architect. J.7 The Chvner shall famish structural mechanical, chemical, air and water pollution tests.. tests for hazardous materials, and other laboratory and environmental tests, inspections and reports reyuired by law or the Contract llocmnenta. AIA I)OCi ~fENT B141. OWNER-ARCf iITECT AGREEMENT', FOl iRTII ADDCCION, AIA COp}RIGf IT 1987 THE A.v¢.RICAN INSTITCi1'E OF ARCHITECTS, 1735 NEW YORK AVENIJP., N. W., WASHINGTON, D.C. B141-1957 5 4.8 The Owrtcr shall fiunish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may requee to verif}~ the Contractor's Applications for Payment or to asoerlain how or For what purposes the Contractor has used the money paid by or ou behalf of the Owner. 4.9 The services, htformation, surveys and reports required by Pazagraphs 4.5 through 4.8 shall be famished at the (hsnei s expense, and the Architect shall be entitled to rel}' upon the accuracy and completeness thereof. 4.I0 Prompt written notice shall be given by the Owner to the Architect if the (honer becomes aware of any fault or defect ht the Project or non-conformaztce with the Contract Documents. 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The (hurter shall not request certifications that world require knowl- edge or services beyond the scope of this Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION .5.1.1 The Constmction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Arehitecl. 5.1.2 The ConsWctron Cost shall include the cost at current market rates of labor and materials furnished by the Owrter and equipment demoted, specfied, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor s overhead and profit. Itt addition, a reasonable allowance for conthtgencies shall be included for mazket conditions at the time of bidding and for changes in the Work during constmction. 5.1.3 Construction Cost does net include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of- way, fur:atcting or othcY wsls which are the responsibility oC the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 fivaluatrons of the Owner's Project budget, preliminary estirnales of Constmction Cost and detailed estimates oC Constmctron Cost, it any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the constmction industry. I[ is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials w equipment, over the Contractor's methods of detern»ning bid prices, or over competitive bidding, mazket or uego[iating conditions. Accordingly, the Architect cannot and does not warrant or represem that bids or negotiated prices will not vary from the Owner s Project budget or fiom any estimate of Consrnction Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Constmction Cost shall be estabhshed as a condition of this Agreement by the famishing, proposal or eatablish- ment of a Proect budget carless such fired limit has been agreed upon in writing and signed by the parties hereto. IF such a fixed limit has been established, the Architect shall be pemtitted to include contingen- cies for design, bidding and price escalation, to determine what materials, equipment, component systems and Types of construction aze to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Uocwnenta alternate bids to adjust the Construction Cost to the fixed limit. Pixed limits, if any, shall be increased in the amomrt of an increase in the Contract Sum owumng after execution of the Contract for Construction. 5.2.3 if the Bidding or Negotiation Phase has not commenced within t10 days after the Architect submits the Construction Documents to the Chvner, any Praject budget or lined limit oC Constmctron Cost shall be adjusted to reflect changes in the general level oT prices in the constmc- tion industry between the date of submission of the Construction 1 bcunrents to the Uwner and the date on which proposals are sought. 5.2.4 If a fixed limit of Constructron Cost (adjusted as provided in Subparagraph 52.3) is exceeded by the lowest bona tide bid or negotiated proposal, the (honer shall: .1 give written approval of an increase in such filed limik .2 authorize rebidding or renegotiating of the Project withhr a reasonable time; .3 i1 the Project is abandoned, terminate in accordance with Paragraph 8.3c or .4 cooperate in rettising the Project scope and quality as reyttired to reduce the Construction Cost. 5.2.5 If the (honer chooses to proceed under Clause 5.2.4.4, the Architect, without additional chazge, shall modify the Contract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Iktcuments shall be the limit of the Architect's responsibiliTy arising out of the establishment of a fixed limit. The Architect shall he entitled to compensation in aceordance with this Agreement for all services performed whether or not the Constntction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project acrd, unless otherwise provided, the Arolutect shall be deemed the author of these documents and shall retain all common law. statutory and other reserved rights, including the copyright. The Owner shall be pemtitted to retain copies, hncluding reproducible copies, of the Architect's Ihawings, Specifica- tions and other documents for hrformation and reference in connection with the (hvnei s use and occupancy of the Project. The Architect's Ihawvtgs, Specifications or other documents shall not be used by the Uwner or others on other projects, for additions to this Project or for completion of this Ptojecl by others, utiless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. AIA DOC[m1F.NT B 141. OWNER-:1RC}IITECT AGREEb7F.NT, FO[ RTfI ADDITION, AIA COPS-RIGHT 1987 THE Ak7F1RICAN INSTITVI'E OF ARCHPfECTS, 1735 NEW YORK AVEN[,F., N.W., WASHINGTON, D.C. II141-1987 6 fi.2 Submission or distribution of documents to meet ot7icial regulatory reyuirements or for similaz purposes ht coanection with the 1'rojcet is not to be constmed as pubhcation in derogation of the Architect's reserved rights. ARTICLE 7 ARBITRATION Not applicable. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT R.1 'flux Agreement may be tcmrinated by either party upon not less than seven days' written notice should the other party fail substantially to perforn in accordance with the terms of this Agreement through no fault of the party initiating the temtination. 8.2 If the Project is suspended by the (hmer for more than 30 consecutive days, the Architect shall be compensated for scrdoes performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses incurred in the interuption and resumption of [he Architect's services. 8.3 This Agreement may be terminated by the Owner upon not Tess than seven days written notice to the Architect in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 9U consecutive days. the Architect ma_y terminate this Agreement by giving written notice. 8A Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nmrperformance and cause for temminaton. R.5 If the Owner fails to make payment when due the Architect for services and expenses, the Architect may, upon seven days' wrtteu notice to the Owner, suspend performance of services under this Agreement Unless payment in full is received by the Architect within seven days of the date of the notice, the suspension shall take etTect without further notice. In the event of a suspension of services, the Architect shall have no liability to the Owrrer Cor delay or damage caused the Owner because of such suspension of services. 8.6 in the event oC termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Rcimbmsable Expenses then due and all Temrination Expenses as defined in Pazagraph 8.7 R.7 Termination Expenses aze in addition to compensation for Basic and Additional Services, and include expenses which are directly attributable to termination. Temunation Expenses shall be computed as a percentage of the total compensation for Basic Serdces and Additional Serdces earned to the time of temrinaton, as follows: .1 Twenty percent of the total wmpensation Cor Basic and Additional Services earned to date ii termination ocems before or during the redesign, site analysis. or Schematic llesign Phases; or .2 'fen percent of the total compensation for Basic and Additional Services earned [o date iC termination occurs during the llesign lleveloprnent Phase; or .3 Five percent of the total compensation for Basic and Additional Services earned to date if termination occurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROV ISIONS 9.1 Unless otherwise provided, this Agreement shall be governed by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A2Ul, General C'.ondiuons of the Clontract Cor Con- struction, current as of the date of this Agreement. 9.3 Cannes of action between the parties to this Agreement pertainiug to acts or fadmes to aut shag be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or fadmes to act occurring prior to Substantial Completion, or the date of issuance of the Ernst Certificate for Pa}anent for acts or failures to act occumng after Substantial Completion. 9A The Owner and Architect waive all rights against each other and against the contractors, consultants, agents artd employees of the other for damages, but only to the extent covered by properly insurance during constmction, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A2U1, Creneral Conditions of the Contract for Construction. curent as of the date of this Agreement. The Owner and Architect each shall require sirnilaz waivers tiom their contractors, consultants and agents. 9.5 'The Owner and Architect, respectively, bard themseh~es, their partrers, successors, assigns and legal representatives to the other party to this Agreement and to the partners, sucoessors, assigns and legal representatives of such other party with respect to al] covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written cmrserrt of the other. 9.fi This Agreement represents the entire aztd integrated agreement behveen the Owner andArehitect and supersedes all prior negotiations. representations or agreements, either written or oral. This Agreement maybe amended only by written instrument signed by both Owner and Architect. 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of acton in favor of a third party agahrst either the Owner or Architect. 9.R Unless otherwise prodded in this Agreement, the Architect and Architects consultants shall have no responsibility for the discovery, presence, handtitg, removal or disposal of or exposure of persons to hazardous materials in azty form at the Project site, including but not linuted to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. NA DUfl'IONAL SEKVICES OF CONSUL'1'AN'I'S, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3 4 19 or identified in Article 12 as part of Additional Services, a multiple of one and one tenth (1.1) tones the amounts billed [o the Architect for such services. ll.a REIMBURSABLE EXPENSES 11.4.1 FOR KEIMBUKSABLE EXPENSES, as described vt Yazagraph 10.2, and any other items included in Article 12 as Keimbursable Expenses, a multiple of one and one tenth (1.1) times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. AIA DOCUN[F,NT B141. OWNER-ARCHITECT AGREEMENT, FOURTH ADDITION. AIA Ct)PYRIGIIT 1987 THE A.~:RICAN INSTITC"FE OF ARCHITF.C'TS, 1735 NEW 1'ORIi AVF.N[.!E, N.W., ll'ASHINGTON, D.C. B141-19R7 9 11.5 ADDITIONALPROV1510N5 11.5.1 IF T11E BASIC SERVICES covered by this Agreement have not been completed widriu thirty xis (36) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Snbpazagraphs 10.3.3 and 11.3.2. 11.5.2 Yaymenls are due immediately and payable within ten (10) days from tfie date of the Architect's invoice. Amounts unpaid ihiri}• (30) days a$er 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 a[ [he principal place of business of the Architect. 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 Architect shall famish to the Owner an electronic copy of generic, untitled drawing, specification, and schedule doaunents for the purposes of Ownei s facilities management, at the completion of the fmal Construction Yhase. Such electronic documents shall represent the Architect's reasonable approximation of the location of all existing and wnstructed conditions, which became apparent during the Phases of Construction, based on the Architect's lhnited knowledge of folmd conditions. In no moaner does the Architect warrant that said electronic doclmrents aze complete and thorough representation oY pre-existing conditions over which the Architect had no oversight, knowledge of maintenance conditions, or other special knowledge. All future work based on these documents of existing conditions, must be cazefidly and thoroughly investigated by those undertaking such work. 12.2 Architect shall fiunish [o the (honer an annotated set of reproducible Record Doclunents, based upon transferring notes from the Contractor-famished Job Set, plus Architect's observations of reasonably apparent existing and installed conditions. This Agreement enured into as of the day and yeaz first w'ritleu above. OWNEK: Kerr County,'fexas >, (.Sign tare) Che I ionorable Robert A. Ucusou, CounTy Judge ARCHI'I'EC"1': Michael Neal Walker 1 ~~. Michael N. Walker, Architect (Printed mm~e and title) tile: Aw~ardio~mr.001 eVA DOC[:htF.rT H141. OWTv'ER-ARCHITF,CT AGREEMEN"F, FOURTH ADDITION, AIA COP}'R1GIiT 1987 THF. AMERICAN' INSTITOTE Op ARCHITECTS, 1735 NEW YORK AVF.nlIE, :V. W., WASHNGTUN, D.C. H141-1987 10 ARCHITECT June 10, 1996 The Honorable Robert A. Denson, County Judge Kerr County Commissioner's Court Kerr County Courthouse Kemille, Texas 78028 MICHAEL NEAL WALKER Re' Proposed Amendment to Agreement for Completion of Professional Services for Proposed Kerr County Courthouse Renovations Dear Judge Denson: Please find the attached Proposed Amendment for your consideration, and signature, if all is acceptable. Per your instructions, we are proceeding due to the tight time schedule to begin Design Development, and soon into production. As I told Commissioner Holekamp, it would be very helpful (and time-saving), if he would contact DSA, Architects to obtain an electronic copy of the previous Construction Documents. Thank you for your confidence in our firm to retain our firm, again. I await your call if we can clarify any questions concerning this proposed amendment. Our current workload permits us to act soon. Please return one signed copy to us for our files. Sincerely, ~~ enclosure raea,~ll.~ow ~,t ~ ~~ ~~. k .i C.. I r L. texas BY Cz:-tY file:kcclV.003 t;o; VESPER LANE KERRVILLE, TEXAS 78oz8 (~io} 8g5•ARCH OWNER-ARCHITECT AGREEMENT AMENDMENT AMENDMENT TO AGREEMENT made as of the ~ day of ~ the year of Nineteen Hundred and Ninety Six. BETWEEN the Owner: err County Commissioner's Court Kerrville, Texas 78028 and the ARCHITECT: Michael Neal Walker 1303 Vesper Lane Kerrville, Texas 78028 for the PROJECT: Renovation to Kerr Coumy Courthouse Our AIA B 141 Agreement of May 6, 1996, as amended herein. AMENDED SCOPE OF PROJECT The Architect and Owner hereby agree to amend the above described Owner-Architect Agreement to include the Renovation of approximately 3,800 square feet of Temporary Jailurto Offices for the County Attorney and other office space as assigned by the Owner based upon the Schematic Design Drawings as furnished by the Owner. The Fees and all other terms of the original Agreement remain unchanged. This Agreement entered into as of the day and year first written above. ARCHITECT: ~~ 'chael N. Walker Architect #3491 Interior Designer #2787 Slrkcngnot001 ACCEPTED BY OWNER: By: ~--- Robert .Denson, o Judge, for Kerr County, Texas OWNER-ARCIRTECT AGREEMENT FOR SERVICES -AMENDMENT KCC -Kerr County Caurt~nee RenovatMus -Pate 1 of 1