HomeMy WebLinkAbout1998 05-11 EDAP Regular Session EDA MEETING
City of Brooklyn Center
May 11, 1998
AGENDA
1. Call to Order
2. Roll Call
3. Approval of Agenda and Consent Agenda
-The following items are considered to be routine by the Economic Development Authority
and will be enacted by one motion. There will be no separate discussion of these items
unless a Commissioner so requests, in which event the item will be removed from the
consent agenda and considered at the end of Commission Consideration Items.
a. Approval of Minutes
- Commissioners not present at meetings will be recorded as abstaining from the vote
on the minutes.
1. April 27, 1998 - Regular Session
• 4. Commission Consideration Items
a. Resolution Authorizing Contracts for Construction Management and Architectural
Services for 53rd Avenue Development and Linkage Project
-Requested Commission Action:
- Motion to adopt resolution.
5. Adjournment
•
City Council Agenda Item No. 3a
April 27, 1998
s
� "ni610i l .
MINUTES OF THE PROCEEDINGS OF THE PHA
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF BROOKLYN CENTER
IN THE COUNTY OF HENNEPIN AND THE
STATE OF MINNESOTA
REGULAR SESSION
APRIL 27, 1998
CITY HALL
1. CALL TO ORDER
The Brooklyn Center Economic Development Authority (EDA) met in regular session and was
called to order by President Myrna Kragness at 9:15 p.m.
2. ROLL CALL
President Myrna Kragness, Commission members Kathleen Carmody, Debra Hilstrom, Kay Lasman,
and Robert Peppe. Also present: Executive Director Michael J. McCauley, City Attorney Charlie
LeFevere, Community Development Director Brad Hoffman, and Recording Secretary Mary
Schendel.
3. APPROVAL OF AGENDA AND CONSENT AGENDA
A motion by Commission member Carmody and seconded by Commission member Hilstrom to
approve the agenda and consent agenda as printed passed unanimously.
3a. APPROVAL OF MINUTES
A motion by Commission member Carmody and seconded by Commission member Hilstrom to
approve the minutes of the March 9, 1998 -- Regular Session as printed passed unanimously.
4. COMMISSION CONSIDERATION ITEMS
4a. RESOLUTION AUTHORIZING THE ECONOMIC DEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER TO
SUBMIT A CONTAINMENT GRANT APPLICATION TO THE
DEPARTMENT OF TRADE AND ECONOMIC DEVELOPMENT
Executive Director McCauley presented information relating to the Joslyn Poleyard Grant. This
grant would be for a contamination investigation of the Joslyn Poleyard site. The intent of the site
containment grant is to identify and determine the costs associated with clean up order to develop
4/27/98 -1-
the site. Real Estate Recycling has an option to purchase the site andDeR AssfceTits
development. The grant application before the EDA requires a local (City) match of $17,500. The
local match would be the responsibility and risk of Real Estate Recycling.
RESOLUTION NO. 98 -05
Member Lasman introduced the following resolution and moved its adoption:
RESOLUTION AUTHORIZING THE ECONOMIC DEVELOPMENT AUTHORITY IN AND
FOR THE CITY OF BROOKLYN CENTER TO SUBMIT A CONTAINMENT - GRANT
APPLICATION TO THE DEPARTMENT OF TRADE AND ECONOMIC DEVELOPMENT
The motion for the adoption of the foregoing resolution was duly seconded by member Carmody and
passed unanimously.
4b. RESOLUTION AMENDING 1998 BUDGET PROVIDING FOR TWO FULL -
TIME CREW CHIEF POSITIONS
Executive Director McCauley requested approval regarding staffing for two Crew Chief positions
for the Earle Brown Heritage Center. Discussion centered around the 1998 budget and whether
funds were available. Councilmember Lasman expressed her concern to promote stability for these
positions.
RESOLUTION NO. 98 -06
Member Lasman introduced the following resolution and moved its adoption:
RESOLUTION AMENDING 1998 BUDGET PROVIDING FOR TWO FULL_ -TIME CREW
CHIEF POSITIONS
The motion for the adoption of the foregoing resolution was duly seconded by member Carmody and
passed unanimously.
I
5. ADJOURNMENT
A motion by Commission member Lasman and seconded by Commission member Carmody to
adjourn the meeting at 9:25 p.m. passed unanimously.
President
Recorded and transcribed by:
Mary Schendel
4/27/98 -2-
City Council Agenda Item No. 4a
April 27,1998
MEMORANDUM
TO: Michael J. McCauley, City Manager
FROM: Tom Bublitz, Community Development Specialist
DATE: May 6, 1998
SUBJECT: Construction Management and Architectural Services Contracts for 53rd Avenue
Development and Linkage Project
At the March 2, 1998, City Council Work Session, the City Council directed the staff to begin the
development of the 53rd Avenue Development and Linkage Project by employing the services of a
Construction Manager. In this arrangement the Construction Manager would work with the
Architect to develop designs for single family homes and would direct and supervise the construction
of the homes. All contracts for materials and construction for the homes would be made with the
EDA but the Construction Manager would oversee and manage all contracts for materials and
construction.
With approval of the Construction Management contract, staff would begin working with the
• Construction Manager to build three model homes to be completed late summer or early fall. The
Architect would work at the direction of the Construction Manager. In the 53rd Avenue project, the
Architect's primary role will be to provide design services.
Proposals for Construction Management and Architectural Services were received from Denmark
Building and Development Corporation and George Sherman Associates. Denmark's proposal for
Construction Management was $66,656 and George Sherman Associates' proposal was $88,000.
Both proposals included Architectural services at an additional cost. The initial design and
construction documents phase incorporates the three models and will require more design work than
originally contemplated due to the design elements to be incorporated into the homes such as redesign
of the backs of the homes. This initial design and construction documents phase will cost $21,000
for Architectural Services. The remaining plan reproductions, blueprints and specifications would
be done at $850 per house.
Copies of the Construction Management contract and Architectural contract are included with the
memorandum along with a Resolution Authorizing Contracts for Construction Management and
Architectural Services for 53rd Avenue Development and Linkage Project.
AIA Document B8011C.LIa
Standard Form of Agreement Between
Owner and Construction Manager
a the Construction .11anager is NOT a Constructor
1992 EDITION
THIS DOCLWENT HAS 1.1IPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN
ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS CO,IIPLETION OR .UODIEICATION.
This document is intended to be used in coftjimction u'itb
the 1992 editions of AIA Doctcmeuts B141101ci, AI01101ci crud A 201IC.11u.
AGREEMENT
made as of the // day of Ma in the year of 1998
(In words. indicate da)� motab and recn-)
BETWEEN the Owner: The Economic Development Authority
('ame and address) in & for the City of Brooklyn Center
6301 Shingle Creek Pkw.
Brooklyn Center, MN.
55430 -2199
and the Construction Manager: Denmark Building & Development Corporation
(Name and address) 14191 70th St . South
Hastings, MN 55033
for the following Project: Brooklyn Center
( Include detaded descr (?/ Pro ject, location. address and scope.) 53rd Ave. Development & Linkage Project
The Architect is: Architectural Network
(.Came and address)
1961 Greeley Street South
Greeley Square
Stillwarer, MN 55082
The Owner and Construction Manager agree as set forth below.
Copyright 19 - 3. 1980, 5.1992 by The American Institute of Architects. I - ii NcNN York Avenue. N.... Washington. D.C. 20000-i292. Reproduction of the material herein
or substantial quommm of as provisions withour Written permission of the AIA violates the copyright laps of the United states and will subject the violator to
Legal pro,ecution.
AIA DOCUMENT S801tCMa • OWNER- CONSTRUCTION MANAGER ,SGRE.EMENT • 1992
EDITION • AIAr • 0- 1992 • THE AMERICAN INSTITUTE OF ARCHITECTS. 1 7 ;5 NE \t'
JR.-v TORK AVENUE, N W.. VASHiNGTON, D.C. 2000(,-;;292 • WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B801 /CMa-1992 1
i
= 1
TERMS AND CONDITIONS OF AGREEMENT BETWEEN
• OWNER AND CONSTRUCTION :MANAGER
ARTICLE 1 curement, installation and construction, and factors related
to construction cost including; but not limited to, costs of
CONSTRUCTION MANAGER'S alternative designs or materials, preliminary budgets, and pos-
RESPONSIBILITIES sible economies.
1.1 CONSTRUCTION MANAGER'S SERVICES 2.2.5 The Construction :Manager shall prepare and period -
ically upd ate a Project Schedule for the Architect's review and
1.1.1 The Construction Manager's services consist of those the Owner's acceptance. The Construction Manager shall
services performed by the Construction %tanager, Construe- obtain the Architect's approval for the portion of the pre -
tion Manager's employees and Construction Manager's con- liminar project schedule relating to the performance of the
sultants as enumerated in Articles 2 and 3 of this Agreement Architect's services. In the Project Schedule, the Construction
and any other services included in Article 1-t. Manager shall coordinate and integrate the Construction
1.1.2 The Construction Manager's services shall be provided Manager's services, the Architect's services and the Owner's
in conjunction with the services of a responsibilities with anticipated construction schedules, high -
n Architect as described lighting critical and long -lead -time items.
in the edition of AIA Document B14I /CMa, Standard Form
of Agreement Between Owner and Architect, Construction 2.2.6 As the Architect progresses with the preparation of the
Manager- Adviser Edition, current as of. the date of this Schematic, Design Development and Construction Docu-
Agreement. ments, the Construction Manager shall prepare and update,
1.1.3 The Construction Manager shall provide sufficient at appropriate intervals agreed to by the Owner, Construe -
organization, personnel and management to carry out the tion Manager and Architect, estimates of Construction Cost
requirements of this Agreement in an expeditious and eco- of increasing detail and refinement. The estimated cost of each
nomical manner consistent with the interests of the Owner. Contract shall be indicated with supporting detail. Such
estimates shall be provided for the Architect's review and
1.1.4 The services covered by this Agreement are subject to the Owner's approval. The Construction titanager shall ad-
the time limitations contained in Subparagraph 13.5.1. vise the Owner and Architect if it appears that the Construc-
tion Cost may exceed the latest approved Project budget and
ARTICLE 2 make recommendations for corrective action.
SCOPE OF CONSTRUCTION MANAGER 2.2.7 The Construction Manager shall consult with the
BASIC SERVICES Owner and Architect regarding the Construction Docu-
merits and make recommendations whenever design details
2.1 DEFINITION adversely affect constructibility, cost or schedules.
2.1.1 The Construction Manager's Basic Services consist of 2.2.8 The Construction Manager shall provide recommen-
those described in Paragraphs 2.2 and 2.3 and any other ser- dations and information to the Owner and Architect regard -
vices identified in article 14 as part of Basic Services. ing the assignment of responsibilities for temporary Project
facilities and equipment, materials and services for com-
2.2 . PRE - CONSTRUCTION PHASE coon use of the Contractors. The Construction Manager shall
verif that Such requirements and assignment of respon-
2.2.1 The Construction Manager shall review the program fur- sibilities are included in the proposed Contract Documents.
niched by the Oxvner to ascertain the requirements of the Proj-
ect and shall arrive at a mutual understanding of such require- 2.2,9 The Construction Manager shall provide recom-
ments xyith the Owner• mendations and information to the Owner regarding the
allocation of responsibilities for safety programs among
2.2.2 The Construction Manager shall provide a preliminary the Contractors.
evaluation of the Owner's program, schedule and construc-
tion budget requirements, each in terms of the other. 2,2,10 The Construction :Manager shall advise on the divi-
2.2.3 Based on early schematic designs and other design cri- lion of the Project into individual Contracts for various
ter is prepared by the Architect, the Construction Manager shall categories of Work, including the method to be used for
prepare preliminary estimates of Construction Cost for pro- selecting Contractors and awarding Contracts. If multiple Con -
gram requirements using area, volume or similar conceptual tracts are to be awarded, the Construction Manager shall
estimating techniques. The Construction Manager Shall pro- review the Construction Documents and make recommen-
vide cost evaluations of alternative materials and systetns. dations as required to provide that (1) the Work of the Con -
tractors is coordinated. (2) all requirements for the Project have
2.2.4 The Construction Manager shall expeditiously revievv been assigned to the appropriate Contract. (3) the likelihood
design documents during their development and advise On of jurisdictional disputes has been minimized, and (4) proper
proposed site use and improvements. selection of materials, coordination has been provided for phased construction.
• building systems and equipment. and methods of Project
deliverv. The Construction Manager shall provide recom- 2.2.11 The Construction Manager shall prepare a Project con -
mcndations on relative feasibility of construction methods, struction schedule providing for the components Of the \Nock,
availability of materials and labor, time requirements for pre including phasing of construction, times of commencement
AIA DOCUMENT B801 /CMa 0%XNER- CO`STRt - CTION MANAG1.R AGREEMENT 1992
EDITION • AIA'- • ,� I )92 • THE AMERICAN INSTITUTE OF ARCHI ECS. 1'3i N i -_ W
FORK AyENI - E. N.W., WASHIN'GTON DC. 20000 -5292 • WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B801 /C M a -1992 2
and completion requlrcd of each Contractor, ordering and vide MUSIC SCrICCS under this :agreement, will end y;&,Q
delivery of products requiring long lead nme, :Ind the orcu- after final payment to all Contractors is due.
pancv requirements of the Owner. The Construction Man-
. alter shall provide the current Project construction schedule 2.3.2 The Construction Manager shall provide administra--
for each set of bidding documents, tfon of the Contracts for Construction .r:.....,
('I , - as set forth below and in the edition of AIA Docu-
2.2.12 The Construction Manager shall expedite and coor- men[ A20UCNta. General Conditions of the Contract for Con -
dinate the ordering and delivery of materials requiring long struction, Construction Manager- Adviser Edition, current as
lead time. of the date of this Agreement.
2.2.13 The Construction Manager shall assist the Owner in 2.3.3 The Construction Manager shall provide administra-
selecting, retaining and coordinating the professional ser- tive, management and related services to coordinate scheduled
vices of surveyors, Special consultants and testing laboratories activities and responsibilities of the Contractors with each
required for the Project. other and with those of the Construction Manager, the Owner
and the Architect to endeavor anage the Project in accor-
2.2.14 The Construction ,Manager shall provide an analysis dance with the latest approved t
ppro ed estimate of Con struction Cost,
of the types and quantities of labor required for the Project the Project Schedule and the Contract Documents.
and review the availability of appropriate categories of labor
required for critical phases. The Construction Manager shall 2.3.4 The Construction Manager shall schedule and conduct
make recommendations for actions designed to minimize meetings to discuss such matters as procedures, progress
adverse effects of labor shortages. and scheduling. The Construction Manager shall prepare
and 2.2.15 The Construction Manager shall assist the Owner in and Cont�rac[ors d istribute minutes to the Owner, ,Ut
obtaining information regarding applicable requirements
for equal employment opportunity- programs for inclusion in 2.3.5 Utilizing the Construction Schedules provided by the
the Contract Documents. Contractors, the Construction Manager shall update the Proj-
ect construction schedule incorporating the activities of the
2.2.16 Following the Owner's approval of the Construction Contractors on the Project, including activity sequences and
Documents, the Construction Manager shall update and sub- durations, allocation of labor and materials, processing of Shop
mit the latest estimate of Construction Cost and the Project Drawings, Product Data and Samples, and delivery of prod -
construction schedule for the Architect's review and the ucts requiring long lead time and procurement. The Project
Owner's approval. construction schedule shall include the Owner's occupancy
2.2.17 The Construction Manager shall submit the List of requirements showing portions of the Project having occu-
pancv priority. The Construction Manager shall update and
prospective bidders for the Architect's review and the
reissue the Project construction schedule as required to show
Owner's approval. current conditions. If an update indicates that the previousiv
2.2.18 The Construction Manager shall develop bidders' in- approved Project construction schedule may not be met, the
serest in the Project and establish bidding schedules. The Construction Manager shall recommend corrective action to
Construction Manager, with the assistance of the Architect, the Owner 1.-
shall issue bidding documents to bidders and conduct pre- 2.3.6 Consistent with the various bidding documents, and
bid conferences with prospective bidders. The Construction utilizing information from the Contractors, the Construc-
Manager shall assist the Architect with regard to questions tion Manager shall coordinate the sequence of construction
from bidders and with the issuance of addenda. and assignment of space in areas where the Contractors are
2.2.19 The Construction Manager shall receive bids, prepare performing Work.
bid analyses and make recommendations to the Owner for 2.3.7 The Construction Manager shall endeavor to obtain
the Owner's award of Contracts or rejection of bids. satisfactory performance from each of the Contractors. The
2.2.20 The Construction Manager shall assist the Owner in Construction Manager shall recommend courses of action
to the Owner when requirements of a Contract are not
preparing Construction Contracts and advise the Owner on being fulfilled.
the acceptability of Subcontractors and material suppliers
proposed by Contractors. 2.3.8 The Construction Manager shall monitor the approved
estimate of Construction Cost. The Construction Manager
2.2.21 The Construction Manager shall assist the Owner in shall show actual costs for activities in progress and esti-
obtaining building permits and special permits for permanent mates for uncompleted tasks by way of comparison with such
improvements. except for permits required to be obtained approved estimate.
directly by the various Contractors. The Construction Mana-
ger shall verify that the Owner has paid applicable fees and 2.3.9 The Construction Manager shall develop cash flow
assessments. The Construction Manager shall assist the Owner reports and forecasts for the Project and advise the Owner
and Architect in connection with the Owner's responsibility and Architect as to variances between actual and budgeted
for filing documents required for the approvals of govern- or estimated costs.
mental authorities having jurisdiction over the Project. 2,3.10 The Construction Manager shall maintain account-
2.3 CONSTRUCTION PHASE — ADMINISTRATION ing records on authorized Work performed under unit costs,
OF THE CONSTRUCTION CONTRACT additional Mork performed on the basis of actual costs of labor
and materials, and other Work requiring accounting records.
2.3.1 The Construction Phase will commence with the a 2.3.11 The Construction Manager shall develop and imple-
of the initial Construction Contract or purchase order and, ment procedures for the review and processing of applica-
together with the Construction Manager's obligation to pro- lions by Contractors for progress and final payments.
AIA DOCUMENT BWVCMa • Ou'NER- CONSTRL - CriON SIANAGER AGREE.N,ENT • 1992
EDITION • AIAt . OV992 • THE AMERICAN INSTITUTE OF ARCHITECTS, I'35 NEW
3 8801 /CMa YORK AVENUE, N.W., WASHINGTON, D.C. 20006 -5292 • WARNING: Unlicensed
Photocopying violates U.S. copyright taws and will subject the vk t for to iegai prosecution.
2.3.11.1 l3ased nn the Construction Manager's ohscrvations art: 5 tcchn ot e re :sponrccs for
nro ccuct ion mcalns, �fth-
aud cc :uluntiom ( )f each Contrctor's :�poliucron for l'aymcnt, precautions and rognms in c- nncctivn with the Work of
due the respective Cnncractocs.
the Construction Manager shall review and certify the rrnounts ach of the Contractors. ,Incc these are solely the Contnc-
tor re_ponsibitity under - .he Contract for Construction. The
2.3.11.2 l'hc C:onscruction %tanager +hall prepare 1 froicct Constrncdr.n Manager shalt nor be responsible for a Concrac•
Appliratian for t }tymCnt based on the Contractors' CcrtificateS tor's Wlurc ro carry our the Work in accordance with the
for i'avnlcnf respce :iVt: rontract Doc_Tcnt. The Construction N-lanager
23.113 'The Construction Manager" ccrtiric:ttion for payment shall not halt control oc -r car charge of act+ or omissions of
the Contractors. Subcontractors or their agents or employees,
shall constitute a representation to the Owner: based on or any other persons performing portions of the Work not
the Construction Manager's deccrminitions at the site as pro- directly employed by the Construction Manger.
Vidcd in Subparagraph 2.3.13 and on the data comprising
the Contractors' Applications for Payment, that, to the 2,3.16 The Corutructiun Managcr shall transmit to the Archi-
bast of the Construction `•tanager's knowledge, information tcct requests for interpretations of the meaning and intent of
anti belie(, the Work has progressed to the point indicated the Dr, ving., and Specie,, :pions. and assist 10 the resolution
and the quality of the Work Is in accordance with the Contract of quc4tiom that may arse.
Documents. The foregoing representations are subject w with the 2 317 The C.)nstruCilor. aana,cr shall review requests for
an e�.tluarion cif the Cork for conformance
Contract Documents upon Substantial Completion. to changes, aa5lst in negotiating Contractors' proposals, submit
results tit subsequent tests and inspections, to minor recommendations to the ?ice Owner, and, if they
dcviturions from the Contract Documents cotrcctabie prior arc accepted. prepare Change Orders and Construction
to completion and to specific qualifications expressed by the Change Directives which incorporate the Archircct's modifi-
Construction Managcr. The issuance of a Certificate for cations to the Document;.
Payment Shall further constitute a representation that the
Contraculc is entitled to payment in the amount ceptiftcd. 2.3.18 The Construction Managcr shall asset the Architect in
t h e rev. <; evaluation and documentation of Claims.
2.3.11.4 The issuance of a Certificate for Payment shall not
be a representation that the Construcron `-Ianager has (t) made 2.3.19 The Construction •tanager shall receive certificates of
exhaustive or continuous on•site inspections to check the ., insurance from the Contractors and forward them to the
quality or quantity of the Work, (31 reviewed construction Owner with a copy to the XiGii+iiGt•t�WVG lei
mean;, methods, techniques. sequences for the Contractor's • , • - -+ the Construction
own Work, or procedures. (3) reviewed topics of rcquisidons 2.3.20c'ishalt csab!'as " ' implcmenr Procedures for cxpe-
received from Subcontractors and material suppliers and other Mana,3
data requested by the Owner to substantiate the Contractor's dicing chc processing and approval of Shop Drawings Prod-
right to payment or (4) ascertained how or for what purpose ?Ke Dart. Satrapies and -chop submittals.
the Contractor has used moncti- preciously paid on account��� - , ,,
Of the Contract Sum.
2.3.12 The Construction Managcr :hall review the softie - --
programs developed by each of the Contractors for pur -�
posts of coordinating the safety programs with those of the t "��' ' ^� he
other Contractors. The Construction Nlanagec s responsibilities . r1.. •., .. n r (nnrr�clIIrs
for coordination of safety programs shall not extend to direct _= �•c
r charge of the acts or omissions of the Con -
control over o traCrr�rs. Suhcor,eneton. agents or cmptocces of the Con- 2.3.21 The Cum <cructi0n Managcr shall record the progress
tractors or Subcontractors, or any other persons performing of the Proicct. The Construction Manager shall submit writ
portions of the Work and not directly cmploycd by the tcn progre$S reports to t} a Owner a .l.n a including in
Construction Manager. formation on each Conmictor and each Contractor's Work,
as well as the entire Froiect. showing perccnra9cS of com-
2.3.13 The Construction .tanager shall determine in gen• pletion. The Construction %lanagcr shall keep a daily log con -
inZ performed in mining a rccOW of wVAMer, cash Contractor's Work on the
eral Ihat the Work of each Contractor ii he
accordance with the requirements of the Contract Documents. Site, number of porkers. idcncificatlon of equipment. Work
endt;cvoring to guard the Owncr against defects and deficien- accornplishcd. problems encountered, and other similar rcic-
cies in the Work. As appropriate, the Construction .tanager vant data as the Owner may require.
shall ilavc authority, upon written authorization from the 2 322 The Construction Managcr shall maintain at the Proj-
Owtirr, to require additional inspection or testing of the Work
[n accordance with the provisions of the Contract Documents, cct site for the Ownet one record copy of all Contracts. Draw -
whether or not such Work i3 fabricated, installed or com- ings, Spcclfi=innS, addenda. Change Orders and other
pleura. The Construction Manager. - -. 11 . 04 iie Modifications. in good order and marked Currently to record
jhcfel±keer may reject Work which does nor conform to the changes and selections made during construction. and In
requirements Of the Contract Documents. addition, approved Shop Drawings, Product Darn, Samp
similar required submitcils. The Construction Manager shall
2.3.14 The Construction Manager shall schedule and coon maintain records. in duplicam of principal building layout
dinatc the . of construction in accordance with the lines. clecations of chc bottom of footings, fl levels and
CQ11rract oocumcnc and the latest apprOvcd Project con- kcv site cicn certified by a qualified surveyor or profes-
• struction schedule. sional engine The COnscrucSi Manager shalt make all such ih
2.3.15 With respect to each Contractor's own Work, chc Con - records ac to the .nd upon completion Of the
struction Manager shall not have control over Or charge of Project shall deliver them to the Owner.
AIA OOCUMENT i WUr-tMa - U VNF.R-4;ONSURCCTION MANAGER CRF. - toy':
EO11'tUN - AIN QIw2 - TIIE AMERLW tN4Tt LTE OF AltUttTECiS. 17j5 Nth 8801 /CMa -1992 4
YOR>; AVENt1L'. tm WA3 p^mLLw ww u1s`
ub* vi�r10 �prollc m
P++o�PY1n9 violates US. popyrigM �t
2-3.23 The Construction Mznag= shall arrange for the changes in the Project including, but not limited to, changes
delivery, steerage protection and secemty of Owner - purchased in size. quality: complexity or the (' woos schcuuic.
materials, systems and equipment =r are a part of :hc Proi-
ect until such items are incorporat_ : Into the Proicct. 3.2.2 Providing: consultation concerning replacement of
Work damaged by fire or other cause during construction,
2.3.24 With the ttLr@hiIs_.�► Owners maintenance per- and furnishing service. required in connection with the
sonnel, the Construction M2n39ers :.nil obscrve the Contrsc- replacement of such Work.
tors' final testing and start -up of udli:ies, operational systtrnc
and cquipmcnt. 3.2.3 Providing serviced made necessary by the termination
2.3.25 When the Construction Man_gcr considers each Con or default of the Architect or a Contractor, by major defects
tractor's Work or a designated portion thcttof substantially or deficiencies In the work of a Contractor, or by failure of
complete. the Construction MunaQ - shall. Jointly with the performance of either the Owner or Contnctor under n Con -
Conenctor, re. arc for the " tract for Construction.
p p Ewa., a list of incamplcrc or
uns2tisf2ctory items and a scllcdule f their completion. The 3.2A Providing ccr%•icc -; in evaluating an mcn.ive number
Construction Manager shall conduo;F of claims submittal br a Cuntr3ctor or ethers in connection
iaq inspections to determine whether the Wort: or desiginated with the Fork.
portion thereof is suhstancialh• cork plete Mme! iQn✓
3.25 Providing services in connection with a
2.3.25 The Constructlon \Ilnug;cr ::tall coordinate the cor• 4a*, arbitration proceeding or legal procmding except Where
rection and completion of the Work Following; issuance of the Construction Alan2gcr is psrn thereto.
a Certificate of Substantial Coenpl_,;on of the Work or a
detsigrtatt:d portion thereof, the Col- <truetiun Nlanag;cr shall 33 OPTIONAL ADDITIONAL SERVICES
evaluate the completion of the Wort of the Contractors "4
M*i..• a r ' • i0 33.1 Providing eerv icc< rclativc to futury facilitics• xv
Fes COW losp —io;; The Construait,:- Manager shall atr+++c 111 :std equipment.
Mre*keed►4r1 conductiA4 final isspcctions.
33.2 Providin • $ Mites to invests to 'x ' c on ditions or
l• g' car• nn c
R
to The Constna jcA zr sh
min call secure and runs W • facilities tar provide measured dnwinl;s thereof.
min to the Architect R•arranocs and si:trilar submittals required
by the Contract Documents for dcs:vcr-• to the Owner and 3.3.3 Providing sctriccs to verify the accurate of drawing.,
deliver all keys. manuals. rccurd d:_.: ing�.s and maintenance
or other information furnished b� the Owner.
stocks to the Owner. The Construeti.a Manger shall fomzrd 3.3.4 Pro\ iding services required for or in connection with
to the Architect a final Project Apple ::srion for Payment upon the Owner's sciccricin. procurement or inst311•rtion of fur•
compliance with the requircmcats of the Contract niture furnishing.; and rclatcd equipment.
Documents.
2.3.28 nuties. responsibilities one ''mirarinns of authoriry 3.35 Providing service: for renanr improvements.
of the Construction Munagrr as s:: forth in the Contract 3.3.S Providing atn other services not othecwisc inc luded
Documents shall no: be restrictcc modified or extruded in this Agccment.
without written consent of chc Own:-_ Construction \
Architect and Contractors. Consen: shall not be unreason- ARTICLE 4
ably withheld.
OWNER'S RESPONSIBILITIES
ARTICLE 3 4.1 The Owner sh211 provide full information regarding
ADDITIONAL SERVICES rl:quirements for the Project. including; a program which shall
3.i GENERAL set forth the O -nee :s objectives. schedule. constraints and
criteria. including spat: r;quirtmcnt.x :end relationships. fle.-
3.1.1 The services de- :ribcd in thin ., is }c 3 are tint included ibility expandability: sptc731 cquipmcnt. systems. and site
requirements.
in Basic Semites urle -i set idcntifie: in Article 14. and thcn
shall be paid feu ht :he nn as ::rovided in this Agee- 4 .2 The Owner shall ectahlish and update zn overall budget
mcnt, in addition to rh:• compcnaati , for Basic Services. The for the Prc,trcr haled on consuludon with tiic Construction
Optional Addlrlanal �_n•iee� drseri` d under Paragraph 3,3 ,IMunager and Architect. --vhich shall include the Con.grvcdon
shall on11 be lirtwidc,; if authorizer_ - omfirmcd in writing Cost. the C)wnc.'� Wile: cu1t� nd re :+,t >nnl3lc rc,ntinLCn
by the Owner. Irsen•tccs described :ndcr Contingent Addi tics rclatcd to all of lllnT costs.
tional Services in Pa :g aph 3.2 2% mquired due to cir 4 if requested by thu Construction ,itanngcr. the ()u•ner
eurnsranet:s htc.•ond the Construeiir,n flan tgci :. control. the ;hall furnish rt idcncr chat fin:mciat err net mints hate he..,:
Construction Mlnagc. ;hall notify' t:._ Owner prior to rum made to fulfill the f ner:c obligations under this A c
ha mcnt.
mencing such service <. If the Owner d.ems that such services
described under Parazraph 3.2 err r.•,t required. ncc O.vner 4.4 The Owner ,hall de.tcnatc :t rcprescntative :uuh0rircd
shall give prompt \'''ritten notice to th Constrtrtiun Manager. to act on illy Owner 's hehalf \with ruspc•ct to the• limit -cl. The.•
if the U\c•nt:r iodic - ,Ic.. in Writing; ::7e. all or pari of such Owner. ur.such authorized rtpreser,tutivc. sl al renter dcci-
Contingent Additional Services car: not rcgtiircd, the Con- sions in a timely manner pertaining to document, submit•
Struetion Mun:igcr ;hall have nc, to prcz\'idc ted h the ConitruCtinn N in order to a%
those scrviccs. unre:,sonahit: delay in the nrderlt and sequrtuial prug;ress of
3.2 CONTINGENT ADDITIONAL SERVICES the Construction sereic
4.5 The Owlicr . hall ictrin : it-, urchitcri whose• scn'iccs. du-
3.2.1 Providing services required of signif,c•anc tics and rr.ponsihilitiei are dcricrihcd in ehv vdiric,n of AIA
AIA DOCUMENT 88011CMa MANAGt X A<iR,'M'1W?`1* . 19
kt • ,AIA' ct`r,: - 11It 1�tt :k1<.+,� lrt�i'iltTti ()t Alaa{fi}'( i t't� vi:`s
BSa1JCf�te -1992 YORK AVE..N11., N\T'. �igiltl� >� 1,r. a,turr..il • WARNING: Unlicensed
photocopying vtoltrtes U.S. copyright laws and wid subivct U%-'violator to legal proawuticn.
Document BI 41rC .Nla, Standard Form of Agreement Iicnvcen � i, Construction Cost shall also include the compcnsa-
Owncr and Architect, Construction Manager-Adviser Edition, tion of the Construction Manager and Construction %fan -
current as of the date of this Agreement. The Tcrms and Con- ,igcr's consultants.
ditions of the Agreement Between the Owner and :Architect
shall be furnished to the Construction Manager and shall not 5.1.3 Construction Cost does not include the compensa-
he modified without written consent of the Construction tion of the Architect and Architect's consultants, costs Of the
Manager, which consent shall not he unreasonably withheld. land, rights-of-c-. financing; or other costs «•hich are the
The Construction Manager shall not be responsible for actions responsibility of the Owner as provided in Article 4. If any
taken by the Architect. portion of the Construction Manager's compensation is based
upon a percentage of Construction Cost, then Construction
4.6 The Owner shall furnish structural, mechanical, chemical. Cost, for the purpose of determining such portion, shall not
air and water pollution tests• tests for hazardous materials, and include the compensation of the Construction Manager or
other laboratory and eiwironmental tests, inspections and Construction Jlana;oer's consultants.
reports required by (aw or the Contract Documents,
4.7 The Owner shall furnish all legal, accounting and incur- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST
ante counseling services as may he necessary at anv time for 5.2.1 Evaluations of the Owner's Project budget, prelimi-
the Project, including auditing services the Owne.r may re
wire to verify the Contractors' Applications for Payment or nary estimates of Construction Cost and detailed estimates
to ascertain how or for �� h:u purposes the Contractors have Of Construction Cost prepared by the Construction Manager
used the money paid by or on behalf of the Owner. represent the Constriction Manager's hest judgment as a per-
son or entity familiar with the construction industry. It is
4.8 The Owner shall furnish the Construction Manager with recognized, however, that neither the Construction Manager
a sufficient quantity of Construction Documents. nor the Owner has control over the cost of labor, materials
or equipment, over Contractors' methods of determining bid
4.9 The services, information and reports required by Para- prices, or over competitive bidding, market or negotiating
Graphs 4.5 through 4.8 shall be furnished at the Owner's conditions. Accordingly, the Construction Manager cannot and
expense, and the Construction Manager shall be entitled to does not warrant or represent that bids or negotiated prices
rely upon the accuracy and completeness thereof. will not vary from the Project budget proposed, established
4.10 Prompt written notice shall be given by the Owner to or approved by the Owner, or from any cost estimate or
the Construction Manager and :architect if the Owner
e� prepared by the Construction ;Manager.
becomes aware of any fault or defect in the Project or nun- 5.2.2 No fixed limit of Construction Cost shall be established
conformance with the Contract Documents. as a condition of this Agreement by the furnishing, proposal
• 4.11 The Owner reserves the right to perform construction tit establishment of a Project budget unless such fixed limit
and operations related to the Project with the Owner's own has been agreed upon in writing and signed by the parties
forces. and to award contracts in connection with the Proj- hereto. If such a fixed limit has been established, the Con -
ect which are not part of the Construction Manager's reason- struction Manager shall be permitted to include contin-
sihilities under this .agreement. The Construction Manager gencies for design, bidding and price escalation, and shall con -
shall notify the Owner if anv such independent action will stilt with the Architect to determine what materials. equip-
interfere with the Construction Manager's ability to perform ment. component systems and tvpes of construction are to
the Construction \lava per :� responsibilities under this : \grec be included in the Contract Documents. to suggest reasonable
mem. When performing construction or operations related
adjustments in the scope of the Project, and to suggest inclu-
to the Project, the Owner agrees to be subject to the same lion of alternate bids in the Construction Documents to adjust
obligations and to have the same rights as the Contractors. the Construction Cost to the filed limit. Fixed limits, if any.
shall be increased in the amount of anv increase in the Con-
4.12 Information or services under the Owners control shall tract Sums occurring after execution of the Contracts for
be furnished by the O«•ner with reasonable promptness to Construction.
avoid dekn in the orderly progress of the Construction \fan-
a Ter s <er� ices and the progress of the \ti>rk. 5.2.3 If the Biddino or :Negotiation Phase has not commenced
-,,within 90 dav:s after submittal of the Construction Documents
ARTICLE 5 to the Owner, any P roject budget or fixed limit of Construc-
tion Cost shall be' adjusted to reflect changes in the general
CONSTRUCTION COST level of prices in the construction industry between the date
of submission of the Construction Documents to the Owner
5.1 DEFINITION and the date on which proposals are sought.
5.1.1 The Construction Cost shall be the total cost or esti- 5.2.4 If a fixed limit of Construction Cost (adjusted as pro -
mated cost to the Owricr of all elements of the Project v ided in Subparagraph 5.2.3) is exceeded by the sum of the
designed or specified bv the Architect. lowest bona fide bids or negotiated proposals plus the Con -
struction Manacler:s estimate of other elements of Construc-
5.1.2 The Construction Cost shall include the cost at current tion Cost for the Project, the Owner shall:
market rates of labor and materials furnished by the O -,N"ncr ,1 give written approval of an increase in such fixed
and equipment designed, specified, selected or specially pro- limit;
idcd for by the -architect, plus a reasonable allot, once for �
the Contractors' overhead and profit. In addition, a reason- .2 authorize rebidding or renegotiating of the I toj
ahle.dlo�� for contingencies shall be included for market ect within a reasonable time;
conditions at the time of bidding and for changes in the \\dirk .3 if the Project is abandoned, terminate in accordance
durinu construction. Except as provided in Subparagraph with Paragraph 9.3: or
AIA DOCUMENT B801lCMa • (AX NER- COX <TRu( 1ON \IANAGFR AGREE}11:N I 1">?
EDITION • AIA" • c19 • TIIF AMLI21C.a\ INSTITI TF. OF ARCHJTECT\ !^i NEW
YORK A%TNI'E. NW. \WASHINGTON. D.C. 0006 -;;292 • WARNING: Unlicensed B8011CMa -1992 6
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.
4 cooperate in rec!s111 the Project scope and quality n•nent or breach thereof .,hall be subject to aai.LA-1*erdn
JS required to reduce the Construction Co,t. he arbitration eta A1L, ce wit ]uu,truct!on Industry
5.2.5 if the Owner chooses to proceed under Clause 5.2. -4.4. Arbitration Rul • - leracall 1 Association cur -
the Construction Manager. without additional charge, shall c feet unless the parties muuia!!y agree
cooperate with the Owner and Architect as necessary to bring emand for arbitration shall be filed in writing with
the Construction Cost within the fixed litnit, if established other p this Agreement and with the Amerir , r itra-
as :a condition of this Agreement. tion Association . demand for arbitrads all be made
within a reasonable tin er the . m, dispute or other
ARTICLE 6 matter in question has arise event shall the demand
for arbitration be m• titter the date n institution of
CONSTRUCTION SUPPORT ACTIVITIES legal or equit roceedings based on such c dispute
or othe tter in question would be barred by the app i
6.1 Construction support activities, if provided b the Con- S I es of limitations.
struction Manager, shall be governed by separate contrac
tual agreements unless otherwise provided in Article 14. - No arbitration arising out of or relating to this Agr -
men all include, by consolidation, joinder or in any her
6.2 Reimbursable expenses listed in Article 14 for construe- manner, additional person or entity not a p: • to this
tion support activities may be subject to trade discounts, Agreement, ex t by written consent coma' i g a specific
rebates, refunds and amounts received from sales of surplus reference to this : ment signed by ill - wrier, Construc-
materials and equipment which shall accrue to the Owner, tion Manager, and any her person entity sought to be
and the Construction Manager shall make provisions so that joined. Consent to arbitrati inv •ing an additional person
thev can be secured.
or entity shat( not constitut
. - ent to arbitration f
o any
ARTICLE 7 claim, dispute or other ter in q •lion not described in
the written consent t it a person or c ity not named or
OWNERSHIP AND USE OF described therei he foregoing agreement arbitrate and
ARCHITECT'S DRAWINGS, SPECIFICATIONS other agree is to arbitrate with an additional pe n or en
AND OTHER DOCUMENTS City duly nsented to by the parties to this Agreemen - all
be s atically enforceable in accordance with applicable la
7.1 The Drawings, Specifications and other documents any court having jurisdiction thereof.
prepared by the Architect are instruments Of the Architect's S'4 -.�a, ndered by the arbitrator or ubiu .rst=fl
service through which the Work to be executed by the be final, and judkme ct lmon it in accordance
Contractors is described. The Construction tianager may aafl"...p,p iicable law in any court having jurisdictiou
retain one record set. The Construction Manager shall not own'
or claim a copyright in the Drawings, Specifications arid other b prepared ARTICLE 9
documents re v
p p the Architect, and unless otherwise
indicated the Architect shall be deemed the author of them TERMINATION, SUSPENSION
and will retain all common n law, statutory and other reserved OR ABANDONMENT
rights, in addition to the copyright. All copies of them, except
the Construction Manager's record set, shall be returned or 9.1 This Agr sent may be terminated by either party upon
suitably accounted for
to Architect, on request, upon corn- not less than "written notice should the other party
pietion of the Project. The Drawings, Specifications and other fail substantially to perform in accordance with the terms of
documents prepared by the Architect, and copies thereof fur- this Agreement through no fault of the party initiating
nished to the Construction Manager, are for use solely with the termination.
respect to this Project. They are not to be used by the Con-
struction Manager on other projects or for additions to this 9 .2 If the Project is suspended by the Owner for more than
Project outside the scope of the %(brk without the specific ?tl consecutive days. the Construction Manager shall be corn-
written consent of the Owner and .architect. The Construe- pensated for services performed prior to notice of such
[ion Manager is granted a limited license to use and reoroduce suspension. %Vhen the Project is resumed. the Construction
applicable portions of the Drawings. Specifications and other Manager's compensation shall be equitably adjusted to pro -
documents prepared by the architect appropriate to and for vide for expenses incurred in the interruprion and resump-
use in the performance of the Construction Manager's services Lion of the Construction Manager's services.
under this Agreement. 9.3 This Agreement may be terminated by the Owner upon
All copies made under this license shall bear the statuton- not less than seven days' written notice to the Construction
copyright nocce. if am; shown on the Drawings, Specitica `tanager in the event that the Project is permanently aban-
tions and other documents prepared by the Architect. Sub- doned. If the Project is abandoned by the Owner for more
mittal or distribution to meet official regulator requirements than 90 consecutive days, the Construction Manager may ter
or for other purposes in connection with this Project is not minate this Agreement by giving written notice.
to be construed as publication in derogation of the Archi- 9,4 Failure of the Owner to make payments to the Construc-
tect's copyright or other reserved rights. tion ,Manager in accordance with this Agreement shall be con-
ARTICLE 8 sidered substantial nonperformance and cause for termination.
9.5 If the Owner fails to make payment when due the
• ARBFFRAT11 N Construction Manager for ser�ce t and n expenses, the Con-
struction Manager may, upon 'ma written notice
' r other matters in auestion ham, to the Owner• suspend performance of services under this
JUL ut vi �: :.,� E` : .-Ageement. Unless payment in full is received by the
AIA DOCUMENT 8801 1CMa - OWNER - CONSTRUCTION MANAGER AGREEMENT • 1992
EDITION - AIA-t - 5 ll >1)'_ - THE AMERICAN INSTITUTE OF ARCHiTEC s-, 1735 NEW
7 B8t)1 /CMa -1992 YORK AVENUE, V.W., %XASHINGTON. D.C. 30006 -5293 - WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.
�, ��•CGYI
Construction :Manager within days of the date of the third party against either the Owner or Construction ;Manager.
notice, the suspension shall take effect without further notice.
In the event of a suspension of services, the Construction 10.8 Unless otherwise provided in this Agreement, the Con -
Manager shall have no liability to the Owner for delay or struction Manager and the Construction Manager's consultants
damage caused to the Owner because of such suspension of shall have no responsibility for the discovery, presence, han-
services. filing, removal or disposal of or exposure of persons to hazar-
dous materials in any form at the Project site, including but
9.6 In the event of termination not the fault of the Construc- not limited to asbestos, asbestos products, polychlorinated
tion Manager, the Construction Manager shall be compensated biphenyl (PCB) or other toxic substances.
for services performed prior to termination, together with
Reimbursable Expenses then due. ,,• 'I T . ,•:• •• • ••• ARTICLE 11
9 INSURANCE
r.,-1a,.,_ - ,a: �_:! F'.ha::J ,.;.t; .1:'eei•l. ..t:. ;L...
' f c -: Ih. L ,h_ C�...,,. , ,,. ?�, 11,1 CONSTRUCTION MANAGER'S LIABILITY
INSURANCE
ARTICLE 10 11.1.1 The Construction Manager shall purchase from and
maintain in a company or companies lawfully authorized to
MISCELLANEOUS PROVISIONS do business in the jurisdiction in which the Project is located
such insurance as will protect the Construction Manager from
10.1 Unless otherwise provided, this Agreement shall he claims set forth below which may arise out of or result from
governed by the law of the place where the Project is located. the Construction :Manager's operations under this Agreement
10.2 Terms in this Agreement shall have the same meaning and for which the Construction Manager may be legally liable.
as those in the edition of AIA Document A201 /0,ta, General .1 claims under workers compensation, disability
Conditions of the Contract for Construction, Construction benefit and other similar employee benefit acts
Manager Adviser Edition, current as of the date of this which are applicable to the operations to be
Agreement. performed;
19.3 C .s :,f N t;or !yC", c1, „•; Ab « .2 claims for damages because of bodily injury, occta-
acta or f�urea ru act m •" ` e eni e ' .. h pational sickness or disease, or death of the Con-
. }
c<<• �:-tl� ,La tat t : I:.:... .. 1 struction Manager's employees;
^' " "�� r� -r►x.; :;� Llz': '``" ° " "_ ;,.; } .3 claims for damages because of bodily injury,
• aiiurcj ro-3 F-•cji=curring prier tty sickness or disease, or death of any person other
Sti}7starrtit� -.:,, or the da« c isstittnee 4 Elie than the Construction Manager's employees;
`o - r`rn`T'r -t er act' or tres ft .4 claims for damages insured by usual personal injury
_: tg-�ft i ,ai.F•twl �' liability coverage which are sustained (1) by a per -
10.4 Waivers of Subrogation. The Owner and Construction son as a result of an offense directly or indirectly
Manager waive all rights against each other and against the related to employment of such person by the Con -
Contractors, Architect, consultants, agents and employees of struction Manager, or (2) by another person;
any of them, for damages, but only to the extent covered by 5 claims for damages, other than to the Work itself,
property insurance during construction, except such rights because of injury to or destruction of tangible prop -
as then may have to the proceeds of such insurance as set forth ert }, including loss of use resulting therefrom;
in the edition of AIA Document A2( ?1 /C.NIa, General Conti 6 claims for damages because of bodily injury, death
tiuns of the Contract for Construction, Construction Manager -
Adviser Edition, current as of the date of this Agreement. The of a person or property damage arising out of
O -wrier and Construction Manager each shall require similar
ownership, maintenance or use of a motor vehicle.
waivers from their Contractors, Architect, consultants. agents. 11,1,2 The insurance required by Subparagraph 11.1.1 shall
and persons or entities awarded separate contracts adminis- be written for not less than limits of liability specified in Arti-
tered under the Owner's own forces. cle 14 or required by law, whichever coverage is greater.
10.5 The Owner and Construction Manager, respectively, Coverages, whether written on an occurrence or claims -made
bind themselves• their partners, successors, assigns and legal basis, shall be maintained -without interruption from date of
representatives to the other parts' to this Agreement and to commencement of operations under this Agreement until date
the partners, successors, assigns and legal representatives of of final payment and termination of any coverage required
such other party with respect to all covenants of this
Agree—to be maintained after final payment.
ment. neither Owner nor Construction Manager shall assign
this A without the written consent of the other. ARTICLE 12
10.6 This Agreement represents the entire and integrated PAYMENTS TO THE CONSTRUCTION MANAGER
agreement between the Owner and Construction Manager and 12 1 DIRECT PERSONNEL EXPENSE
supersedes all prior negotiations, representations or agree
ments, either written or oral. This Agreement may be amended
only by written instrument signed by both Owner and Con- 12.1.1 Direct Personnel Expense is defined as the direct
struction :Manager. salaries of the Construction Managers personnel engaged on
the Project and the portion of the cost of their mandatory
10.7 Nothing contained in this Agreement shall create a con- and customary contributions and benefits related thereto, such
tractual relationship with or a cause of action in favor of a as employment takes and other statutory employee bone-
AIA DOCUMENT 8801 1CMa • O %VNER- CONSTRUCTION MANAGER AGREEMENT • 1992
EDITION • AIA' • 91992 • THE AMERICAN INSTITUTE OF ARCHITECTS. I NEW
YORK AVENUE. N.W., WASHINGTON, D.C. 30006 -5393 • WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B801 /CMa -1992 8
tits, insurance, sick leave. holidays, vacations, pensmns and extended through no fault of the Cow traction Manager, com-
simil:ar cnntnhutiona .gad benefits. pensanon for any .services rendered during; the additional
12.2 REIMBURSABLE EXPENSES period of time shall he computed in the manner set forth in
Subparagraph 13.3.1.
12.2.1 Reimbursable Expenses are in addition to compensa- 12.3.4 When compensation is based on a percentage of Con -
tion for Basic and Additional Services and include expenses struction Cost and any portions of the Project are deleted or
incurred by the Construction *vlanager and Construction otherwise not constructed, compensation for those portions
Manager's employees and consultants in the interest of the of the Project shall be payable to the extent services are per -
Project, as identified in the following Clauses. formed on those portions, in accordance with Subparagraph
13.2.1, based on (1) the.luw•est bona tide bids or negotiated
12.2.1.1 Expense of transportation in connection with the proposals, or
Project; expenses in connection with authorized out- of -tanyn 1 p o v d no such bids or proposals are received_
travel; long - distance communications; and fees paid for se. the latest approved estimate of such portions of the Project.
curing approval of authorities having jurisdiction over the 12.4 PAYMENTS ON ACCOUNT OF ADDITIONAL
Project. SERVICES AND REIMBURSABLE EXPENSES
12.2.1.2 Expense of reproductions, postage, express deliv- 12,4.1 Pavments on account of the Construction Managers
eries, electronic facsimile transmissions and handling of Draw- Additional Services and for Reimbursable Expenses shall be
ings, Specifications and other documents, made monthly upon presentation of the Construction Man -
12.2.1.3 If authorized in advance by the Owner, expense of ager's statement of services rendered or expenses incurred.
overtime work requiring higher than regular rates.
12.5 PAYMENTS WITHHELD
12.2.1.4 Expense of additional insurance coverage or limits
requested by the Owner in excess of that normally carried 12.5.1 No deductions shall be made from the Construction
by the Construction Manager. Manager's compensation on account of penalty, liquidated
damages or other sums withheld from payments to Contrac-
12.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES tors, or on account of the cost of changes in Work other than
those for which the Construction Manager has been found
12.3.1 An initial payment as set forth in Paragraph 13.1 is the to be liable.
minimum payment under this Agreement.
12.6 CONSTRUCTION MANAGER'S
12.3.2 Subsequent payments for Basic Services shall be made ACCOUNTING RECORDS
monrhly and, where applicable, shall be in proportion to ser-
vices performed within each phase of service. on the basis 12.6.1 Records - of Reimbursable Expenses and expenses
set forth in Subparagraph 13?.1. pertaining to'Addiiional Services and services performed on
j ie basis of a multi of Direct Personnel Expense shall be
12.3.3 if and to the extent that the time initially established ct" to the Owner or the Owner's authorized represen-
in Subparagraph 13.5.1 of this Agreement is exceeded or native
2FQccESr
•
AIA DOCUMENT B8011CMa • OA NF.R- CoNSTRt'CTION NI.%NAGER AGREEMENT • 1
EDITION • AIM' • 11199' • THE ANIERICkN INSTITUTE OF ARCHiTEC:TS. I - 35 NF \C
9 B801 /CMa -1992 1ORR AVENt'F. N \Y', WASHINGTON. D.C. 20000-i292 • WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.
ARTICLE 13
• BASIS OF COMPENSATION
The Owrner ,hall compensate the Constnrction \tanager as folioNvs:
13.1 AN INITIAL P:AYNIFN'T Of Nine Thousand One Hundred Dollars Dollars IS 9,100.00 1
shall he made upon execution of this Agreement and credited to the Oxvner s account at final payment.
13.2 BASIC COMPENSATION
13.2.1 FOR BASIC SERVICES, as described in : \rticle 2, and any other services included in Article 14 as part of Basic Services,
Basic Compensation shall he computed ',Is folleni's:
For Pre - Construction Phase Serviccs:Nine Thousand One Hundred Dollars $ 9,100.0
(hrsert ha.crs r)/ compettsrrttnrt. ntr /tr(lirr,� stiprrlak•d sums. narltlplc,' or percenlrr,Ges.l
1
For Co nstruction Phase Services: Nine Thousand One Hundred Dollars $ 9
Ihrsert haws 0/ aurtprnsaliaa. inc'ludin" stipulated Sums, nur/trple's or /a•rawt( es.)
In addition to the above fee construction supervision shall be billed at a
rate of $45.00 per hour not to exceed $19,400.00 for the construction of
three prototype models.
13.3 COMPENSATION FOR ADDITIONAL SERVICES
13.3.1 FOR ADDITIONA SERVICES OF THE CONSFRUCTION MANAGER, as described in Article 3, and ari other services
included in Article 14 as :Additional Sery ices, compensation shall be computed as follows:
, /rl,erf haws (.f crnnpen.,attrur. inclrrdilig rates and.ur mrrtttpres u/ Urre'et 1'rr_,, F'.�peu. +e /(,r Prarc,pal., dud entplult2•s. and rdentill Principals and classiJv
entpinl'eea'. il' reclurrea, filentt/l• specilrc service's to a hu h partuular nretbotis of compensation (rpph', if necessary i
Construction Managers fee for the remaining for sale housing to be constructed
shall be billed at a rate of $3,027.00 per house payable at permit, for a total
of thirteen additional homes for a total management fee of $39,500.00
Construction Supervision for this period is estimated at 640 man hours or
$28,800.00
13.4 REIMBURSABLE EXPENSES
13.4.1 FOR REIN1Bt'RS_ \I3LE EXPENSES, as described in Paragraph 12.2, and any other items included in Article 1 -i as Reim -
hursahlc Expenses, t t l t li cost -P 5% txxxxxxx AK4 the expenses incurred by the Construction
Nlanauer and the Construction Nlanager:s employees and consultants in the interest of the Project.
13.5 ADDITIONAL PROVISIONS
13.5.1 IF THE BASIC SERVICES covered by this Agreement liana not been completed Nxtp'l)�mx by May 7th 1999 ( 1
months of the Mate hereof, through no fault of the Construction M.Inaoer, extension of the Construction Managers services
hevund that time shall he compensated as provided in Suhparagraphs 12.3.3 and 13.3.1.
13.5.2 Payments are due and pay able Ten Days ( 10 ) days from the date of the Construction Manager's
invoice. Amounts unpaid Thirty Days ( 30 ) days after the invoice date shall bear interest at the rate entered
helo « or in the ahsence thereof at the legal rate prevailing frt)m, time to time at the principal place of business of the Construc-
tion Nlana(
(1)110 - 1 idle r/j lltteres.' 'ee(t 11pon i 10%
'Ism.) t(rrr an(t IV, 'H ru - rmr/r1s rani', the Federal D rn Lcrrdn {q to ,vnrrhrr ,�ate'W'I local c„naar,er u'edrt i.m:, a uthe•r rc,ulah „Irs at the ( )u urr:a till(/
r - '�n strrrctnm 11,malers prrvrcrp(tl place (,/ hnsarrss. the "I the 1 raid clseu here mar aj /ect the rcrinlrtp „j 1 /.r, prur rsrnu +'perrJrc legal rulr:u•
:1 „ rrdc! he „ htrrare(t
I ith respect to drletrrurs ,w ntndificatrons and a /.,o rr;(rr(hrrq rcyuatvaenis srvch ds 11'0'ateu disclostov., ur ,carver <;
13.5.3 The rates .iXiX3i=XJC§Xset forth for Additional Services shall be annuailV adjusted in accordance With normal salary
review practices of the Construction Nlanager.
AIA DOCUMENT B801 /CMa • OV NER- CONSTFI VTION MANAGER AGREEMENT • 199'
EDITION + AW • = 1992 + THE AMERICAN INSTI "r1 "I - E OF ARCFIITFCT,. 1 NEW
YORK AVENUE. NW. \V SHINGTON. D.C. 20r)0e, -5292 • WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B801 /CMa -1992 10
ARTICLE 14
• OTHER CONDITIONS OR SERVICES
(Assert descriptions of other serrtceS, identtft Additional Services included within Basic Compensattou aid modifications to the puytxent artd compensation
terms included nr this Agreement.)
(i,, a Jucee.d b . .. I:,I Ii:I3:E , :,: e'd lav, -t
........... .......uur,, J .,our....... ......... .�
14.1 INSURANCE
Delete Article 11 and substitute the following provided by the Brooklyn Center EDA (Owner):
Prior to the commencement of this agreement, Certificates of all insurance required on a
form approved by the Owner, signed by an authorized representative of the insurance carrier
and stating that all provisions of the specified requirements are satisfied. The Certificates
shall be submitted directly to the Owner for review and approval by the Owner. The
Contractor shall not begin any work until the Owner has reviewed and approved the
Insurance Certificates and has so notified the Contractor directly in writing. Any notice to
proceed that is issued shall be subject to such approval by the Owner.
A. Liability Insurance
1. Required insurance and amounts as follows:
Commercial General Liability including the following:
Premises /Operations Coverage, Products /Completed Operations,
Independent Contractors Liability, Contractual Liability Coverage, to comply
with Indemnification Agreement under Section D.
(Continued on next page)
This Agreement entered into as of the day and year first written above.
OWNER CONSTRUCTION MANAGER
(Signature)
( Signature)
(Printed name and title) (Printed name and title)
CAU T !ON: 'Jbu should si n an oriainal rill~ document which ilas tPis cau-on printed in red.
> An original assures that chances .rlii! not be obscured as may occur when documents ire reproduced.
See Instruction Sheet for Limited L;cense for Reproduction of this document.
1 3n
AIA DOCUMENT B801 /CMa • OWNER- CONSTRUCTION N- IA.NAGER AGREEMENT • 1
EDITION • AIA • x1992 • THE AMERICAN INSTITUTE OF ARCHITECTS. 1 -35 NEW
YORK AVENUE. N.W , WASHINGTON, D.C. 20006 -5292 • WARNING: Unlicensed
photocopying violates U.& copyright laws and will subject the violator to legal prosecution. B$01 /CMa -1992 11
If coverage is provided on a "Claims Made" policy, the Contractor agrees to
continue to provide coverage with the same carrier for two years past the
date of project completion. Certificates of Insurance evidencing this
continuation of coverage will be furnished to the Owner each year.
Limits of Liability shall not be less than:
$1,000,000 each Occurrence
$1,000,000 General Aggregate
$1,000,000 Products /Completed Operations Aggregate
2. The policy shall be a standard form policy provided by a carrier holding a
Certificate of Authorization (licensed) by the State of Minnesota and shall not
contain any exclusions that will restrict coverage on any operations performed by
this Contractor or any Subcontractor thereof.
3. The policy or policies shall afford Contractual Liability coverage to provide
coverage for the Indemnification Agreement set out in Section D.
• 4. It is a condition of the Contract that the policy or policies waive any or all
governmental immunity as a defense in any action brought against the insured or
any other party to the Contract, up to policy limits.
5. The policy shall further provide insurance to cover all of the Contractor's
operating exposures.
6. Approval of the insurance by the Owner shall not in any way relieve or decrease
the liability of the Contractor hereunder, and it is expressly understood that the
Owner does not in any way represent that the above specified insurance or limits
of liability are sufficient or adequate to protect the Contractor's interest or
liabilities.
7. The Economic Development Authority (Owner) shall be an Additional Insured
on the Construction Manager's General Liability Policy and the Construction
Manager shall be an Additional Insured on the Owner's General Liability Policy
B. Notice of Cancellation or Non - Renewal
I. In the event of cancellation of any of the policies, the company issuing the
Certificate of Insurance shall provide 30 days prior written notice to the Owner.
Failure to do so shall impose obligation and/or liability upon the issuing company.
• Certificate of Insurance forms shall be drafted or altered to reflect these
conditions.
C. Deductibles
All responsibility for payment of sums relating from any deductible provision, corridor,
or self - insured retention conditions of the policy or policies shall remain with the
Contractor.
D. Indemnification
To the fullest extent permitted by law the Contractor shall indemnify and hold harmless
the Owner, Architect, agents, and employees of any of them from and against claims,
damages, losses, and expenses, including but not limited to attorney's fees, arising out
of or resulting from performance of the Work, provided that such claim, damage, loss
or expense is attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Work itself), but only to the extent
caused by the negligent acts or omissions of the Contractor, anyone directly or
indirectly employed by them or anyone for whose acts they may be liable, regardless of
whether or not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or
reduce other rights or obligations of indemnity, which would otherwise exist as to a
party or.person described in this Paragraph.
The following shall replace Article 8
14.2 MEDIATION
14.2.1 In an effort to resolve any conflicts that arise out of the services under this Agreement, all
disputes between the Owner and the Construction Manager arising out of or relating to this
Agreement shall be submitted to nonbinding mediation prior to commencing arbitration or
litigation.
14.2.2 Any claim, dispute or other matter in question arising out of or related to this Agreement
shall be subject to mediation as a condition precedent to arbitration or the institution of legal
or equitable proceedings by either party. If such matter relates to or is the subject of a lien
arising out of the Construction Manager's services, the Construction Manager may proceed
in accordance with applicable law to comply with the lien notice or filing deadlines prior to
resolution of the matter by mediation or arbitration.
14.2.3 The Owner and Construction Manager shall endeavor to resolve claims, disputes and other
matters in question between them by mediation which, unless the parties mutually agree
otherwise, shall be in accordance with the Construction Industry Mediation rules of the
American Arbitration Association currently in effect. Request for mediation shall be filed
in writing with the other party to this Agreement and with the American Arbitration
Association. The mediation shall proceed in advance of legal or equitable proceedings,
• which shall be stayed pending mediation for a period of 60 days from the date of filing,
unless stayed for a longer period by agreement of the parties or court order.
14.2.4 Any claim or other matter in question arising out of or related to this Agreement which is
not resolved by mediation as provided in Section 14.2.3 may be litigated in the District
Courts of the State of Minnesota and venued in the county in which the Project is located.
AL4 Doc'unient 81411011
Standard Form of Agreement Between
Owner and Architect
Wbere the Construction .Manager is NOT a Constructor
1992 CONSTRUCTION MANAGER - ADVISER EDITION
THIS DOCUMENT HAS 1,11PORT.ANT LEGAL CONSEQUENCES; CONSULTATION WITH AN
A7 - MRNE Y IS EA*COURAGED 4r7TII RESPECT TO ITS COMPLETION OR MODIFICATION.
This doctinient is intended to be itsed in conjunction with the 1992 editiolcs of
AIA Doctunelus B80L'01a..4101/C.1ta curd :1?01. Ca1a.
AGREEMENT
made as of the if -1,4 day of May in the year of1998
(In words. indicate dcrt: ntoutb curd year.)
BETWEEN the owner: The Economic Development Authority
r.�,t »,�•,, „d<,ddr`' "' in & for
The City of Brooklyn Center
6301 Shingle Creek Pkw.
• Brooklyn Center, MV.
55430 -2199
and the Architect: Architectural Network
t.Vu»teandr,ddress) 1961 Greeley Street South
Greeley Square
Stillwater INN. 55082
for the following Project: BrooRlyn Center
t /tti(:alc• rlctrttlid rlesi r1(`I: N,t nt f'ry yrc't. fui.ttrutt. rtd<h•c's: wul .ri nrc• r
53rd. Ave. Development & Linkage Project
The Construction Manager is: Denmark Building & Development Corporation
»t , »,lr,r! „r •..<, 14191 70th St. South
Hastings, %11. 55033
The OR ner and Architect agree as set forth he
an *a;ht i't Ir),I�it ; Ir,.I' he Tile - 1 Imt uu ,f Arctr.tcc: -•: \e n tilxk ;%mute. \'S .'.C'a III ratem, D C `nnur,.; s >? Rcl •u'.icu •n of the rn.uc;:.,i hc•rc:::
„r , t. "I.t,in.J yuexattun of ;t., t`rovili n, n"r,hrtut thr ;A r[tcn rvnnt ,>' t..i AIA \ u,Iate, [he c LI«, of tilt• I'nt[e•Ii '�[.ttc•> .nut u , uhIcc[ the ctuCtt„r to
` AIA DOCUMENT B141/CM. • twC \ER ARC.” — T AGREEMENT • CONSTRI CTION MANAGER -
A\M1 ADVI >ER EDITION • 1992 EDITION • AIA ` • c itx>' • TFIE A' IERICII\ :\;TiTI TE OF ARCI IITr- l - S.
1 - .; NE \ti' FORK ACEXC'E, NBC'. WASHINGTON. DC. _runt, - :29' . WARNING: Unlicensed
-:�: photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B141 /CMa - 1992 1
TER1.iS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1 ments consisting of drawings and other documents illusirat-
ARCHITECT'S RESPONSIBILITIES ing the scale and relationship of Project components.
2.25 At intervals appropriate to the progress of the Schematic
1.1 ARCHITECT'S SERVICES Design Phase and mutually agreeable to the Owner, Construc-
tion Manager and Architect, the Architect shall provide schem-
1.1.1 The Architect's services consist of those services per- atic design studies for the Owner's review and the Construc-
formed by the Architect, Architect's employees and Architect's tion Manager's information.
consultants as enumerated in Articles 2 and 3 of this Agree-
ment and any other services included in Article 12. 2.2.6 In the further development of the drawings and speci-
fications during this and subsequent phases of design, the
1.1.2 The Architect's services shall be provided in conjunc- Architect shall be entitled to assume the accuracy of the esti-
tion with the services of a Construction Manager as described mates of Construction Cost which are to be provided by the
in the edition of AIA Document 13801104a, Standard Form Construction Manager under the Construction Manager's
of Agreement Between Owner and Construction Mana,$ger, agreement with the Owner .
current as of the date of this Agreement C"5 Y`i
2.2.7 Upon completion of the Schematic Design Phase, the
1.1.3 The Architect's services shall be performed as espedi- Architect shall provide drawings, outline specifications and
tiously as is consistent with professional skill and care and other documents for the Owner's approval and the Construc-
the orderly progress of the Work. The Architect shall submit tion Manager's information.
for the Owner's approval and the Construction Manager's 2 3 DESIGN DEVELOPMENT PHASE
information a schedule for the performance of the Architect's
services which may be adjusted as the Project proceeds, and 2,3.1 Based on the approved Schematic Design Documents
shall include allowances for periods of time required for
the Owner's and Construction Manager's review and for and any adjustments authorized by the Owner in the program,
schedule or construction budget, the Architect shall prepare
approval of submissions by authorities having jurisdiction over Design Development Documents for the Construction pa
, the Project. Time limits established b }• this schedule approved ager's review and the Owner's approval. The Design Develop -
the Owner shall not, except for reasonable cause, be es
ce ment Documents shall be based upon data and estimates
ceeded by the Architect or Owner. prepared by the Construction Manager and shall consist of
1.1,4 The services covered by this Agreement are subject to drawings and other documents that establish and describe the
the time limitations contained in Subparagraph 11.5.1. size and character of the Project as to architectural, structural,
mechanical and electrical systems, materials and such other
ARTICLE 2 elements as may be appropriate.
SCOPE OF ARCHITECT'S BASIC SERVICES 2.3.2 At intervals mutually agreeable to the Owner, Construc-
tion Manager and Architect, the Architect shall provide draw -
2.1 DEFINITION ings and other documents which depict the current status of
design development for the Owners review and the Construc-
2.1.1 The Architect's Basic Services consist of those de- tion Tanager's information.
scribed in Paragraphs 2.2 through 2.6 and any other ser- 2,3.3 Upon completion of the Design Development Phase,
vices identified in Article 12 as part of Basic Services, and the Architect shall provide drawings, outline specifications and
include normal structural, mechanical and electrical engineer- other documents for the Owner's approval and the Construc-
ing services. tion Manager's information.
2.2 SCHEMATIC DESIGN PHASE 2.4 CONSTRUCTION DOCUMENTS PHASE
2.2.1 The Architect shall review the program, schedule and 2.4.1 Based on the approved Design Development Docu-
construction budget furnished by the Owner to ascertain the meats and any further adjustments authorized by the Owner
requirements of the Project and shall arrive at a mutual under- in the scope or quality of the Project or in the construction
standing of such requirements with the Owner. budget, the Architect, utilizing data and estimates prepared
by the Construction Manager, shall prepare, for approval by
2.2.2 The Architect shall review with the Owner and Con- the Owner, Construction Documents consisting of Drawings
struction Manager proposed site use and improvements: selec- and Specifications setting forth in detail the requirements for
tion of materials, building systems and equipment: and the construction of the Project.
methods of Project delivery.
2.4.2 At intervals mutually agreeable to the Owner, Conscruc-
2.2.3 The Architect shall review with the Owner and Con- tion \tanager and Architect, the Architect shall provide Draw -
struction \tanager alternative approaches to design and con- ings and Specifications for the Owner's and the Construction
struction of the Project. Manager's review.
22.4 Based or, the mutually agreed -upon program. schedule 2.4.3 Upon completion of the Construction Documents Phase,
and construction budget requirements, the Architect shall the Architect shall provide Construction Documents for the
prepare. for approval by the Owner. Schematic Design Docu- Owner's approval and the Construction
'1 i'PRac/a t ,
AIA DOCUMENT 8141 /CMa • O \C'NER,1IRCHITECT AGREEMENT • CONSIRUC ON %I.A_NAGER-
ADVISER EDITION • i992 EDITION • AIA= • X1992 • THE AMERICAN INSTITUTE OF ARCHITECTS.
1 - 35 NEW YORK AVENUE. N. %V-, ',XASHINGTO`. D.C. 20006 -5292 • WARNING: Unlicensed
photocopying violates U.S. copyright laws and win subject the violator to legal prosecution. B141 /CMa -1992 2
4 Tite .\rchuert >haR ,ts.,i >t the Owner and Constrticr t o Ci>rk. i.itur'c ext"n "vex site repre�sentcttiott ntul• he• et,greed tr
Tana in ttte g prepar:ulon of the necessary hrddin nfor c Liu .IctcliturWd .�er•rrce. cis desc•rthett in Ncuc {t;ruplt , >,? 1
matron, hi in ti>rms. the Conditions of the G rants, and
• the fortes of : •entent bct\ycen the O\v and tits Con- 2. .6 The Architect shall not have control over or charg of
tractors. The Architt ' shall ;insist the C struction Manager an shall not he responsible for construction means, meth xis,
in issuing bidding docun, is to bi I rs and conducting pre tech iyues, sequences or procedures, or for safety prec:u ions
bid conferences with prosper ' udders. The Architect, with and 1 rogrrms in connection with the Work, since the e are
[he assistance of the Cons ction , nager, shall respond to [lie Ce ntractors' responsibility under the Contracts fc Con
questions from bidd • , and shall issue - ddcnda. strucric r,. The Architect shall not be responsible for [ e Con-
tractors schedules or failure to carry out the Wink ' accor-
2.4.5 The Ar tect shall assist the Owner and s[ruction d:mce w h the Contract Documents: The Architec shall not
Manager connection connection with the Owner's responsib for be respo •ible for the performance by the Constru tion Nlan-
filin currents required for the approval of governmen . I alter of the services required by the Cons[rUCdO Manager's
Corities having jurisdiction over the Project, agreement ith the Owner. The Architect shall n t have con-
trol over or harge of acts or omissions of the Contractors,
2.5 BIDDING OR NEGOTIATION PHASE Subcontract o s, or their agents or employees, of any other
persons perfo piing services or portions of e \York.
he architect, following the Owner's approval r 2,g,7 The Architect shall a[ all times have ac ens to the Work d
Construcuc •unients an of the Co n ,tanager's
latest estimate of Cons - wherever it is it preparation or progress.
�usi, shall assist the Construe-
[ion Manacrr� ?„ uotaming bids c , *otiated proposals and 2.6.8 Communic tions by and with the rchirect's consul -
a ,jaiac in preparing contracts for construe rants shall be thro gh the Architect.
2.6 CONSTRUCTION PHASE — ADMINISTRATION 2.6.9 Based on the rchitect ;s observa ons and evaluations
OF THE CONSTRUCTION CONTRACT of each Contractor'. Application for P•aymenr, the Archi-
tect shall review and certify the am unts due the respec-
.6.1 The Architects responsibility to provide Basic Seryire tive Contractors.
f the Construction Phase under this Agreement comnien - s 2,6,9,1 The Architect's - ertificatio for payment sha con -
wi[ the award of the Contract for constriction and termin tes s[ictue a representation tolhe Own r, based on the Architect's
at [h earner of the issuance to the Owner of the final Pr ject observations at the site aprovic 'd in Subparagraph 3.6.5,
Certit ate for Payment or 60 da after the date of- Stan- on the recommendations c f the Construction Manager and
tial Cot tetion of the \York, on the data comprising the ikon actors' Applications for Pay-
2.6.2 The lrchitecr shall provide administruion < the Con - ment, that, to the best of [ rchitec['s knowledge, infor-
nation and blif,
tract for cot •truction in cooperation n ith the C ns[ructiort ee, the \Yi)rk h s progressed to the point incti-
Manager ass forth below and in the edition f i Docu- cared and the quality of th `,fork is in accordance with
ment A3UUC %I. General Conditions of the Cc tract for Con- the Contract Documents. T e )regoing representations are
struction. Const action Manage r - Adviser subject to an evaluation of he York for conformance with
cr Adviser E tion. current as the Contract Documents r on Substantial Completion. to
Of the date of thi. Agreement. P p
results of subsequent tes and in pections, to minor devia-
2.6.3 Duties, respot. - ibilities and limit tons of authority of eons from the Contra Docum nts correctable prior to
the Architect shall no be restricted. Codified or extended completion and to spe ific qualifil ations expressed by the
without written agreert nt of the O nee and Architect \\ ith Architect. The issuan - of a Cerrit care for Payment shall
consent of the Contract rs and If Construction Manager. further constitute a epresencarion hat the Contractor is
which consent shall not L unre sonably withheld.
entitled to payment n the amount c titled.
2.6.4 The Architect shall b • representative of and shah 2'6'9'2 The issuan e of a Certificate f( r Payment shalt not
advise and consult with cite n per I) Burin« be a representation that the .architect has 1) made exhaustive
( (7 construction or continuous on-. re inspections to check tie quality or quan-
until final payment to the C )nt actors is due. and (_') as an rity of the Work', ') reviewed constnrrtiot means. methods.
Additional Service at the O - tier's irecuon from time to tinie techniques, seq ences or procedures, ( ) r - iewed copies of
during the correction pe' oci desc 'bed in the Contracts for requisitions re °ivied from Subcontractors a id material sup
Construction. The Arc erect shall h \'e authority [o air Lin
behalf of the Owner Ot \ to the extent rovided in this agree Pliers and Oth r data requested b\ the Owne. to substantiate
meet unless others e modified by R tree instrument. the Contract is right to payment or (4) asce ained how or
for what pur ose the Contractor has used mon \• previously
2.6.5 The Archire t shall visit the site at in rvals appropriate paid on ac Lint of the Contract Sum.
to the stage of ' nstruction or as ocherwi, e agreed b\ the 2.6.10 Th - Architect shall have authority. after ctification
Owner and Arc itect in \writing to become g erall\ familiar to the Co strucrion %tanager, to reject Work whit, does not
with the pro ens and quali[y Of [he \York co leted and to conform to the Contract Documents. \Y'heneyer th Architect
determine i general if the \York is being pe •ormed in a consid s it necessary or advisable for implemenrati n of the
manner in Work that the ork when complecec Rill he in intent f the Contract Documents, tile Architect R'll have
accordan e with the Contract Documents. Ho yer. the aurlto ity. tlpoti written authorization from the O\\ erg to
Archite shall not be required to .Hake exhaustive )r con- requ e additional inspection or testing of the \Yi rk in
tinLIOL on -Site inspections to check the quality or qt •utzin :loco rdance with tite provisions of the Contract Docu( eats,
. of tl \YOCk. On the hasis of on -Site observations :; an M -, her or not such Vork is fabricated. installed or c )ni
arc ttecr, the Architect shall keep the Owner informed of he pi led. However. neither this authority of the Architect or
pr ogress and quality of the \York. and shall endeavor o a ecision made in good faith either to exercise or not to e. r-
bard the OR•ner alga inst defects and deficiencies in th i e such authority shall give rise to a duty Or responsibil y
AIA DOCUMENT B141 - O\CNER -.- RCFIITECT AGREEMENT - C0\sTRt'Ci1ON M.lNAGF:R-
AD\ISER FD(TIO\ - 1992 EDITION - AIA` - :1992 - TtiEA\IERIG0.\ INSTIJ-UTE OF ARCHITECTS.
3 B1411CMa -1992 t NE \\ YORK A\ENUE. N.W.., \YASHi .NGTON. DC. 200ne, -5292 - WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.
t the :�rchitrct to the Construction Manager. C�ntractoc. 17 The Archnect:s decisions on matters relating
5 l )contractors, material and equipment suppliers, their ati;en . aesr. jc effect shall be tinal if consistent with the ' tent
• or employees or other persons performing portions f expressC i n the Contract Documents.
the Work.
2.6.18 The .arc ' ct shall render written ' cisions within a
2.6. The Architect shall review and approve or take c her reasonable time on claims, disput or other• matters in
apprt riate action upon Contractors' submittals such as 'hop question between the O er and ntractors relating co the
Drawn gs, Product Data and Samples, but only for the I mued execution or progress of the ork as provided in the Con -
purpos of checking for conformance with informatic given tract Documents.
and the esign concept expressed in the Contract D ments.
The Arc 'test's action shall be taken with such r •onable 2.6.19 The Archi s decisions on Blain • disputes or other
promptne. s as to cause no delay in the Contractor %Xbrk or matters, inclu ' g those in question between a Owner and
in construe ion by the Owner's own forces, whi allowing Contract , except for those relating to aesthetic e • � t as pro -
sufficient ti e in the Architect's professional judg ens to per. vide Subparagraph 3.6.17, shall be subject to arbI tion
mit adequat review. Review of such submittal is not con- a' rovided in this Agreement and in the Contract Do men
ducted for th purpose of determining the accu acv and com-
pleteness of o er details such as dimensions nd quantities ARTICLE 3
or for substant • ting instructions for install ion or perfor-
mance of equip ent or systems designed by he Contractors ADDITIONAL SERVICES
all of which rem in the responsibility oft e Contracrors to
the extent require by the Contract Docu ents. The Archi- 3.1 GENERAL
test's review shall of constitute appro of safety precau
tions or, unless oth Ise specifically sta d by the Architect, 3.1.1 The services described in this Article 3 "arc not included
in Basic Services unless so identified in Article 12, and they
of construction mea s, methods, tech iques, sequences or
procedures. The Arc acct's approval a specific item shat! shall be paid for by the Owner as provided in this Agreement,
not indicate approval (fan assembly f which the item is a in addition to the compensation for Basic Services. The see-
_ under Pa
vices describe
component. When pro ssional certi cation of performance s] Paragraphs 3•' and 3.4 shall only be
characteristics of maters• s, systems r equipment is required Provided if authorized or confirmed in writing by the Owner.
by the Contract Docum is, the . chitect shall be endcled If services described under Contingent Additional Services
to rely upon such certifica ion to •tablish that the materials. in Paragraph 3.3 are required due to circumstances beyond
systems or equipment wi mee the performance criteria the architect's control, the Architect shall notify the Owner
required by the Contract cu ents. prior to commencing such services. If the Owner deems that
such services described under Paragraph 3.3 are not required,
2.6.12 The Architect shall yew and sign or take other the Owner shall give prompt written notice to the Architect.
appropriate action on Chan e Orders and Construction If the Owner indicates in writing that all or part of such Con -
Change Directives prepared b • he Construction Manager for ringenc Additional Services are not required, the Architect shall
the Owner's approval and x ution in accordance with have no obligation to provide those services.
the Contract Documents.
2.6.13 The architect may uthori e minor changes in %Xbrk 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
not involving an adjustm nt in a C ntract Sum or an exren
sion of a Contract Ti which ar not inconsistent with -3-L.1 if more extensive representation at the site than -iis
the intent of the Cont cc Docume ts. Such changes shall described in 3u 3.G.5 is u , trte Architect shall
be effected by wricte order issued rough the Construe- provide one or r cc to assist in car -
tion Manager. , such additional on -site responsibilities.
2.6.14 The Archicec , assisted b the C struction Manager. 3;g,2 Project Representatives shall be selected, employe
shall conduct insp - lions to determine e date or dates of directed by : hitect, and the Architect sh compen-
Substantial Compl rion and the date of fin 1 completion. The sated therefor as agre the Ow nd architect. The
Architect shall fo •ard to the Owner w3rr noes and similar duties. responsibilities and c f authority of Project
submittals requir d by the Contract Docu : nts which have Representatives s e as described in cn on of Ala
been received f m the Construction Manag . The architect Docum »? current as the date of this agreer , ..
shall issue a ti 1 Project Certificate for Paym nt upon COIIl
ess otherwise agreed.
pliance with e requirements of the Contras Documents.
hrough the observations by such Project Rep
2.6.15 The. rchirect shall interpret and decide natters con- ,
cerning per rmance of the Owner and Contract r under the tarives, the . ct shall endeavor to pro rcher pro
-
r)
for the 0_11V ner a r nd deficiencies in the
requireme is of the Contract Documents on writ n request �'%Xbbr. k but the furnish'^ such pr resentation shall
of either e Owner or Contractor. The architect'_ response t mod' nghrs, responsibilities or obi igan'e the
to such r quests shall be made with reasonable pr n ?ptnes5 " ?..ect as described elsewhere in this Agreement. °��
and wit' in am' time limits agreed upon.
2.6.16 nterpretations and decisions of the architec all be 3.3 CONTINGENT ADDITIONAL SERVICES
consi. ent with the intent of and reasonably inferab'.c from
the ntract Documents and shall be in :yriring or ir. the orm 3.3.1 �Ltking revisions in Drawings, Specifications or other
of e' u wings. When making such interpretations ar,d it dial documents when such revisions are:
e ;ions, the Architect shall en <leayor w secure fain ?fuller 1 inccmsistent R ith approvals or instructions previously
ID t<> mance by both Omer and Contractors. shall roc S_ hr m n ,iveri by the Owner. including revisions made ncc-
r lity to either, and shall not he liable for results of interpret. - essary by adju>nnencs in the awner's program or Proj-
on; or decisions so rendered in (=ood faith. ecr hudgec:
AIA DOCUMENT S141/CMa • OWNER ARCHITF(.7 AGREF>IENI • (:0N�TRt ("rION NIANAGF.R
AD\ ISER EDITION • 1992 EDIi'ION • AIA" • S 1991 • Ti IE !NS 'T?i OF :\RCI iI1E(7 .
1'.�5 NF'`Y' }'ORE; AyENI'E. N.W. WASHINGTON. DC. WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B141 /CMa -1992 4
4JI: quesieti,by. the•Owner. because the Construction 3.4.7.._i?sovjding services to- versify, the- accuracy.. of drawings
,,itianagcz estimate o f.C pftstruction Cost exceeds the or othefi1i ff uaishcd;by the-Owner •'.,,..,.. , : :
Owner's budget, wherq such ezcess is due to • • „
•�- =` <K .,., /. ;� •-,. _.. J . ,., :-,.
chuigcs Initiated by the Architect in scope. capacities 3 Pro ding . coordiniaon ' of construction performed
• of basic3ystems,)or the Idiids acid quality "of materials, by the Owner's own forces and coordination of servica're-
finisiiea br equipment; quired•� connection. with construction performed and'equip.
.3 irquircd by the enactment or ccvis of coda, laws mcn suppiled by the Owner.
• t �ti�'
or regulatlons to the preparation such 3.4.9 Providing services in connection with the work of
documents; or separate' consultants retained by the Owner.
l ` 3.4.10 Providing estimates of Construction Cost.
..r. .:
' ' 3.4.11•• Providing detailed quantity surveys or inventories of
3.3.2 Providing services required because of significant
changes. in the Project including but not (invited to, ch?nges material and' equipmrnt. :t. ••
in - size, quatiry,` complexity, .tla s 3.4.12 . Providin . analyses. s of ow ... • . .
. g, ..Wing and operating costs.
tt {•
-4 u...w.;, for services required 3.4.13 F % ding interior design and other simiiaj seryices
_ t•, is ..r .. ,...p t.
UFIdGF .,, , required for . r to connection with the selection; _rggrerncnr
,. .. •' 3 =`./? !'t•,.a� N or irisrsiIatlon of fumiiur4 . ,. •. ,'•..
iurnisrungS and related,Gquipment.
3.3.3 P swings, Specifications and other documen- .. :,• : _.-
tation and supportin evaluating Conira&oes- ragtT�la s, 3.4.14' Providing services for planrtin'g tenant or rental spaces.
and providing other sexy+ unection with Change
Ord zs-a hstryction Change D es. 3.4.15 Making t Investigations .Inventories of rnaterials or
---: :t equipment,. or valuations and detailed appraisals-of exist-
3&.4 Providing services In connection v. h- evalua�ing sub- ing facilities..
stitudons ptupv.,�. �d making subsequent
revisions to.D pew cations uiu uu4,..6deczlttltftta 3.4.16 Preparing a set of reproducible record drawings show-
don." therefrom. �i� : :� :. ` .. . - +-: irig.sigiiificanc chsrtges in.che Work'mide during construe-
'- 1,
. lion b i on marked -up prints, drawings and other dais fur-
' 3.3.5. Providing - consultation conceraing of Work nisticd by. CQnmciors. :
damaged bKfire or other c ause during construction, and fur- :: :
nishing services required in connection with the replaccmcnt 3.4.17 Providing assistance in the urination of equipment
of such Work. - or systems such as testing, adjusting acid balancing; prepares-
" tion of operation and maintenance manuals, training person -
3.16 Providing services trade necessary by the termination nel for a
on and maintcncr_- and consultation dur-
S or default of the Construction Manager or a Contractor, by ing operation.
major defects or deficiencies in the Work of a Contractor, or
by failure of performance of either the Owner or a Contrac- 3.4.18 Providing services after issuance eo the Owner of the
for under a Contract for Construction. final Project Certificate for Payment, - or in the absence of a
final Project Certificate for Payment, more than 60 days after
in =!t2Fr g an extensive number the date.of Subsmntizi Completion of the Work.
of claims submitte ontractor of uu:(..4 i,�
with th 3.4.19 Providing services of consultants for other than archi-
3.3.8 Providin services in connection with a ' tectural, slrircrural, mechanical and electrical engineering por-
8 tions of the Project provided as a part of Basic Services.
4ig arbitration proceeding or legal proceeding except where
the Architect is party thereto. 3.4.20 Providing any other services not otherwise included
in this Agreement or not customarily furnished in accordance
UU Prcnaring documents for aite separate or sequen- with generally accepted architectural practice.
tial bids or proviu=,.� t�o nnection with bidding,
negotiation or co t:on prior to the coctii l�.�c nF '�P
Construction cuments Phase ARTICLE 4
3.4 OPTIONAL ADDITIONAL SERVICES OWNER'S RESPONSIBILITIES
3.4.1 Providing analyses of the Owner's needs and program- 4.1 The Owner shall provide full information regarding
ming the requirements of the Project. requirements for the Project, including a program which shall
set forth the Owner's objectives, schedule. constraints and
3.4.2 Providing financial feasibility or other special studics. criteria, including space requirements and relationships,
3.4.3 Providing planning surveys, site evaluations or tom- flexibility, expandability: special equipment, systems, and
parative studies of prospective sites. site requirements.
4.2 The Owner shall establish and update an overall budget
3.4.4 Prodding special surveys, environmental studies and
submissions required for approv for the Project based on consuhation with the Construction
als of governmentai authori
ties or others having jurisdiction over the Project. Manager and the Architect. which shah ine l ude the Construc.
tion Cost. the Owner's other costs and re•.usonabie contingen-
3.4.5 Providing services relative to future facilities. s \ ties related Co all of these costs.
and equipment.
4.3 If CCC1llCSCCd by CRC A;ChitCCC, the O\ \'nee shall furnish
3.4.6 Providing services to investigate existing cundiiion� or evidence chat nn:incial arnngemcnts have been made to fulfill
facilities or to make mcasurr :tires \.trigs thereof. the O\vner's Obligations under this AiZrcelrent.
-- — AIA CCCJMENT 8141iC,Srta (1 \Cti :H•.1H(.I{ril :(T AGRIiE�tLX "r t.U��1'Kt'C1' >t:\X.\GP:H
MA 1,EX 1 :1,1TIUN • I IQ 1 1) • :\i. \' c 1 2 • TI 1E AMEltl(..\X IN 1111 "rl OF A(2CIIITF.Cr
i - ,; NC`X' 1"UKn ANTNIT, NIX'. UC. _::unh. • WARNING. Unlicensed
5 B1411CMa -1992 photocopying violates U.S. copynght laws and will subject the violator to legal prosecution.
4.4 The Owner shall designate a representative authorized -hmitted to the Architect for review and approval
to act on the Owner's behalf with respect to the Project. The days prior 10 e.\ Ow l u)t request cerafi-
Owner or such authorized representative shall render dcci- cations that wo _ ._no � •rvices beyond the
• sions in a timely manner pertaining to documents <uhmmcd — V.;,IJc ut this Agreement. +
by the architect in order to avoid unreasonable delay in the
orderly and sequential progress of the Architect's services. 4.13 The Owner shall furnish the required information and
services and shall render approvals and decisions as expedi-
4.5 The Owner shall retain a construction manager to adtnin- tiously as necessary for the orderly progress of the Architect's
ister the Project. The Construction `tanager's services, duties services and responsibilities will be as described in the edition of AIA
Document B801 /CMa, Standard Form of Agreement Between 4t4.- Q n \y r sh all furnish the Architect'. rr
gapics_o rit-
Owner and Construct pg «imager, current as of the date of ten communicat .{«. _ ._i �� Lion Manager and
this Agreement' he arms and Conditions of the .Agreement
between Owner and Construction Manager shall be fur-
' nished to the Architect and shall not be modified without writ-
ten consent of the Architect, which consent shall not be ARTICLE 5
unreasonably withheld. The :Architect shall not be responsi CONSTRUCTION COST
ble for actions taken by the Construction Manager.
4.6 The Owner shall furnish surveys describing physical 5.1 DEFINITION
characteristics, legal limitations and utility locations for the
site of the Project, and a written legal description of the site. 5.1.1 The Construction Cost shall be the total cost or esti-
The surveys and legal information shall include, as applicable, mated cost to the Owner of all elements of the Project
grades and lines of streets, alleys, pavements and adjoining designed or specified by the Architect.
property and structures; adjacent drainage; rights -of -way,
restrictions, easements, encroachments, zoning, deed restric- 5.1.2 The Construction Cost shall include the cost at current
tions, boundaries and contours of the site; locations, dimen- market rates of labor and materials furnished by the Owner
sions and necessary data pertaining to existing buildings. other and equipment designed, specified, selected or specially pro-
° improvements and trees; and information concerning available sided for by the Architect, plus a reasonable allowance for
utility services and lines, both public and private, above and the Contractors' overhead and profit. In addition, a reasonable
1 below grade, including inverts and depths. All the informa_ allowance for contingencies shall be included for market con -
tion on the survey shall referenced to a Project benchmark. ditions at the time of bidding and for changes in the Work
during construction. Construction Cost shall also include the
4.7 The Owner shall furnish the services of geotechnical compensation of the Construction Manager and Construction
• engineers when such services are requested by the .Architect. Manager's consultants.
Such services may include but are not limited to test borings,
test pits, determinations of soil bearing values, percolation 5.1.3 Construction Cost does not include the compensation
tests, evaluations of hazardous materials, and ground corro- of the Architect and architect's consultants, the costs of the
sion and resistivity tests. including necessary operations for land. rights -of -Ray, financing or other costs which are the
anticipating subsoil conditions, with reports and appropriate responsibility of the Owner as provided in Paragraphs -4.1
professional recommendations. through 4.4 and 4.6 through 4.14.
4.T. er shall furnish the services of nrhr car- 5.2 RESPONSIBILITY FOR
sultants when such ser<=d_s -,,e,, , -nably required by the CONSTRUCTION COST
rvf Tne Project and are requested by the A1k.4tk -.Z-„
4.8 The Owner shall furnish structural, mechanical, chemical. 5.2.1 The Architect's review of the Owner's Project budget
air and water pollution tests, tests for hazardous materials. and and of preliminary estimates of Construction Cost or detailed
other laboratory and environmental tests. inspections and estimates of Construction Cost prepared by the Construction
reports required by law or the Contract Documents. Manager is solely for the .-Architect's guidance in the Archi-
tect's preparation of the Construction Documents. Accor
I e OR•ner shall furnish all legal, accounting and dingly, the Architect cannot and does not warrant the accuracy
ante counse i - ices as may be necess: l ny time for of the estimates of the Construction Manager, or warrant or
the Project• including auditut he Owner may require represent that bids or negotiated prices will not vary from
�tain erifv the Contra ppiicarion for , or to aster- the Owner's Project budget or from am' estimate of Construe
hoR • r what purposes the Contractor has u t-f t—, w Lion Cost or evaluation reviewed by the :Architect.
ney paid by or on behalf of the OR ner.
5.2.2 No fixed limit of Construction Cost shall be established
4.10 The services, information. surveys and reports required as a condition of this Agreement.
by Paragraphs -t.6 through 4.9 shall be furnished at the
Owner's expense, and' the .-architect shall be entitled to rely 5.2.3 In the event that the Construction .tanager's estimate
upon the accuracy and completeness thereof. or the lowest bona fide bid or negotiated proposal received
47+4-2.ro�mps written notice shall be given by the O by the Owner exceeds the Owner's budget for reasons
to the .Are.:, t and Construction Aianager � j•'ORnCr other than those described in Paragraph 3.3• the modi
becomes aware of :u tit or deter he Proect or nun- fication of Contract Documents shall be the limit of the
• conformance with the Cu - cements. Architects responsibility. The :architect snail be entitled to
compensation in accordance with this A.;reenlent for all
4.12 The U sed language of certificates or ^ ficat,uns services performed \whether or not the Construction Phase
gyred of the Architect or Archirect•s consultants shag is commenced.
AIA DOCUMENT B1411cma • O%VNER- ARCE{ITECT AGREEMENT • CONSTRL'(_TI0N MANAGER -
AD \TER EDITION • 1992 EDITION • AIA' � 1902 • THE A..MERIG4N INSTITC TE OF ARCHITEC FS.
1 - 35 NEW YORi; AwENVE, NNV. WASHINGTON. D.C. 2000(, - z;2e' • WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B141 /CMa - 1992 6
ARTICLE 6 ARTICLE 8
USE OF ARCHITECT'S DRAWINGS, TERMINATION, SUSPENSION OR
• SPECIFICATIONS AND OTHER DOCUMENTS ABANDONMENT
6.1 The Drawings, Specifications and other documents pre- 8.1 This Agr %ment ma be terminated by either party upon
pared by the Architect for this Project are instruments of the not less than . ' written notice should the other party
Architect's service f use solely w respect to this Project tail substantially to perform in accordance with the terms of
and, unless otherwise provided, the Architect shall be deemed this Agreement through no fault of the party initiating
the author of these documents and shall retain all common the termination,
law, statutory and other reserved rights, including the copy-
right. The Owner shall be permitted to retain copies, including the Project is suspended by the Owner for more t
reproducible topics, of the Architect's Drawings, Specitica- 3o consent • ° ays, the Architect shall be co sated for
lions and other documents for information and reference in services performed p notice c ' suspension. When
connection with [he Owners use and occupancy of the Proj- the Project is ceswned. • . 1 ' • •c mpensation shall be
eft. The Architect's Drawings, Specifications or other dotu equitably ad' o provide for expense rred in the
merits shall not be used by the Owner or others on other Proj- " ion and resumption of the Architect :s seryIL .
ects, t ..
or for completion of this 8.3 This Agreement may be terminated by the Owner upon
Project by others, unless the Architect is adjudged to be in not less than «+,•;' written notice to the Architect ill
default under Ellis Agreement. except by agreement in writing the event [hat the Project is permanently abandoned. If the
and with appropriate compensation to the Architect. Project is abandoned by the Owner for more than 90 con-
secutive days, the Architect may terminate this Agreement by
6.2 Submission or distribution of documents even written notice.
t to meet official giving ce.
regulatory requirements or for similar purposes in connec- 8.4 Failure of the Owner to make payments to the Architect
tion with the Project is not to be construed as publication in accordance with this Agreement shall be considered sub -
in derogation of the Architect's reserved rights. stantial nonperformance and cause for termination.
8.5 If the Owner fails to make payment when due the ,�c '
ARTICLE 7 sect for services and expenses, the Architect may upon .}
ARBITRATION days' written notice to the Owner, suspend performance of
services under this agreement. tress payment in full is
1 Claims, disputes or other matters in question between tl received by the Architect wunin'L of the date of the
p: ties to this Agreement arisen notice, the suspension shall take effect without further notice.
out of or eel :uin� to
or is in the event of a suspension of services, the Architect shall
. Age anent breach thereof shall be subject to and de - ded have no liability to the Owner for delay or damage caused
b} ar, itration in :lccordancc with th C
e onstruction i ustr }'
Arbitra on Rules of the American Arbitcuion Associa on cur- the Owner because of such suspension of services,
retltly in °ffect unless the parties mutually agree( herwise. 8.6 In the event of termination not the fault of the Architect.
the Architect shall be compensated for services performed
7.2 Deman for arbitration shall be tiled in err' ing with the prior to termination, together with Reimbursable Expenses
other party to his .-Agreement and with the Ai erican Arbitra- then due N44 A'.;.a� r ;
tion Associatio ..-A demand for arbitratio shall be made
w ether a reasona , e time after the claim o >m , di. ute or other mac- Termination Expenses are in addition t c
c
ter in question has arisen. P pensat'
9 In no event ;' all the demand, for for .sic and Services, Additional Se ices, and include expenses rich
arbitration be made ifter the date w•h 1 institution of legal are direr y attributable to termination. Terminatiol xpenses
or equitable proceedin ,based on suc claim, dispute or other shall be col used as a percentage of the total 1pensation
matter in question WOW be barred v the applicable statutes for Basic Seryic ° and additional Services e• ned to the time
of limitations. of termination, as - �Ilows:
1 Twenty percent the total co' pensation for Basic and
7,3 No arbitration _-IdSin, ou c or relating to this a,,reenlent
shall include. by consoli <iatie z joinder or in any other man- Addiuonal Services c- ned date if termination occurs
ner. an additional person o ent y not a party to this Agree- before e d P the iesign, site anal }xis. or Sche
merit. except by written nsent •onraining a Jpetlllt refer- m:lClt Design Pleas ° ; or
w
ence to this .agreement igned by t e Owner. Architect, and 2 Ten percent o le total comps cation for Basic and
am• other person ore tits sought to be joined. Consent to Additional c •vices earned to date i rmination occurs
arbitration inyolytn <* an additional pees )n or entity shall not during e Design Development Phase or
constitute consent t > arbitration of am cl, , nl, dispute or other .3 Fiy ercent of the total compensation. fo asic and
matter in questir not described in the - ritten consent or ditional Services earned to date if term' iol ecurs
with a person o entity not named or des , i e therein. The during any subsequent phase.
foregoing air ement to arbitrare and other a(*
A N- to
arbitrate wit', an additional person or entity dt N consented ARTICLE 9
to by the p• ties to this agreement shall be specific. Iv enforce-
able in a cerdance with applic:lhl law in any co rt haying MISCELLANEOUS PROVISIONS
jurisdi • eon thereof.
9.1 Unless otherwise provided. this Agreenent shall he goe
• 7.4 Ile award rendered by the Arbitrator or arhirnuors -hall erned by [h w
e la of the phice where the Project is located.
h in:ll. and judgment m:n he entered upon it in accorda, cc 9.2 Terms in this agreement ;hall have the same meaning
ith applicable law in any Court i;ayirl<, jurisdiction there(,'. as those in the edition of AIA Document A'01,0LI. Gen-
AIA DOCUMENT B1411CMa • OWNER- ARCHITE(a AGREE>IFNT • CONSTRU(:i ION MANAGER-
ADVISER EDITION • taxi? EDITION • AIA-' • ' t x ? • TI IE A>IERICkN INSTITUTE: OF ARCHITECTS.
I -3' N1-'. )OR!K AVENUF. N \y, VASHINGTON. D.C. lnunb -i292 • WARNING: Unlicensed
7 B141 /CMa -1992
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.
eral Cortdittons of the Comralt for Con,tructlon. Co nstruc- ARTICLE i0
non \lImager : \dyi,er Edition. current as of the d,itc of
this .igrcrntent. PAYMENTS TO THE ARCHITECT
• Causes of action between the parties t0 this :\gr 10.1 DIRECT PERSONNEL EXPENSE
eem
pertain acts or failures to act shall be dect o hair
arcrtied and the - cable Statutes of 11 lolls :hat coif- 10.1.1 Direct Personnel Expense is defined as the direct sala-
nnence to run not later ci ( to date of Suh,cuuiill ries of the Architect :s personnel engaged on the Project and
Completion for acts oy ores 't occurring prior to the portion of the cost of their mandatory• and customary• con
substantial Cot urn, Or the date of issu, of the final tributions and benefits related thereto, such as emploN'•ment
Project irate for Payment for acts or failures toll 'ur- taxes and other statutory employee benefits, insurance, sick
after Substantial Completion. leave, holidays, vacations, pensions and similar contributions
and benefits.
9.4 The Owner and architect vvaiye all rights against each 10.2 REIMBURSABLE EXPENSES
Ocher and against the Construction Manager, Contractors, and
the consultants, assents and employees of an% Of them for
lama 10.2.1 Reimbursable Expenses are in addition to compensa-
s es but only to the extent covered i y property insurance tion for Basic and Additional Services and include expenses
during construction, except Such rig hts as they may h ave to
the proceeds of such insurance as se't torch in the Cdition of Itll' b the i t f ti A employees and Co
AIA Document x301 /CJIa, General Conditions of the Contract fo l o Itl l e of C PCOjeCC, s,5 idClltiflCd itl [he
for Construction, Construction Manager- Adviser Edition, cur- ott yving Ct:ttise.
rent as of the date of this agreement. The Oyyner and Architect
each shall require similar waivers from their Construction 10'2'1'1 Expense of transportation in connection with the
`tanager, Contractors, consultants. agents, and persons or en- Project: expenses in connection with authorized out- of- IOtR
cities awarded separate contracts administered under the ten el: long - distance communications; and fees paid for secur-
Owner's own forces. ins; approy al of authorities haying jurisdiction over the Project.
10.2.1.2 Expense of reproductions, postage, express deliv-
9.5 The ewti•ner and architect, respectively, bind [hemselves, eries. electronic facsimile transmissions and handling Of Driw-
their partners, successors, assigns and legal representatives to ings. Specifications and other documents.
the other party to this Agreement and to the partners, suc-
cessors, assigns :old legal representatives of such other 10.2.1.3 If authorized in advance by the Owner, expense of
party with respect to all coyellants Of this agreement. Neither overtime work requiring higher than regular rates.
Owner nor architect shall assign this agreement without file
written consent Of the other. 10.2.1.4 Expense of renderings, models and mock -ups request-
ed by the Oyvner.
9.6 This Agreement represents the entire and intcgrtted agree-
ment between the Owner and Architect and supersedes all 10.2.1.5 Expense of additional insurance coverage or limits,
prior negotiations, representations or a«reem including professional b
�COnai aility insurance req uested 1 ult,, either yvrit- , i by the
q
ten Or Oral. This agleCitlCilt Rl;i\ he :ttllCndCd only by yvri[- Owner in excess of [hat normally carried by the Architect and
ten instrunlen( signed by both Ovmer and Archit'ect' Architect's consultants.
10.2.1.6 Expense of compu(er -aided design and drafting equip -
9.7 nothing contained in this agreement ;hall create a con- meat time when used in connection with the Project.
tractual relationship Nvith or a cause Of action in favor of a
third party against either the Ov. or architect.
10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
9.8 Unless Otherwise provided ill this A,reement, the Archi- 10.3.1 all initial paviiic it :as act forth In Paragraph 11.1 is the
reef and architect's consultants shall have no responsihili[y IllininlUm pU %'nlellt Under this agreement.
for [he discovery. presence, handling, removal or disposal Of
or exposure Of persons to hazardous materials in any form
at the Project site. including, but not limited n) asbestos. 10.3.2 Subsequent payments for Basic Services shall he made
ashestvs products, polychlorin :fed biphenyl (PCB) or tether tllonthh- and, where applicable, shall be in proportion to ser-
toxic substances. vices performed within each phase of service, on the basis
set forth in Subparagraph 11.2.2.
9.9 The architect shall have the right to include repre senrl- 10.3.3 If and to the extent that file time initially established
tions of the desi",n Of the Project. includin <, photographs or in tiui� paragraph 11. =.1 or this Aoreenlent is exceeded or
the exterior and interior, among the Architects pronloti011ail extended through no fault of the architect, compensation for
and professional illaterials. Tile architect's materials shall nut :illy services rendered during, the additional period of time
include the Owiler s confidential or proprietary infurml piton shall be computed in the manner set r)rth in Subpara-
if the O\yrier has'Preriously advised the Architect in %vrinng ,r:aph I I.;.'.
Of the ;Peciric inforitla[tun considered ht the O « to i)e Y-
confldentiail or propriettr O«
. The - ner shall provide Pnlres- '
sional credit tor [Ile Architect 011 the construction sign ail C: -'' ` {? `.' - „'l ,1 n . �e�rt-- PF, -j 2 • -
lit the promotion :al nlmerials for the Project. rat= it`F ". .. F::', i ?. "d'hf� :: '.I. _' ;nll• :1 :•r'^ ,`.,.' :� : _ t :'r : -:_in 1
AiA DOCUMENT B141 1CMa • o \\'\I:R- 4RCli11 ECT AGREEMENT CO TRt CT1ON MANAGEiR-
AD\ NER EDITR?\ • ;vv 1 EDITIO\ • . \IA' • f 199 • THE AME'RIC\\ 1N,TI' i TI: of \RC :ItITr'.( <.
1 - 4> \E \C )'ORS .49E \nF. NA V. VAsIEI\GTON. DC. 2 nnuc,- _?_ • WARNING: Unlicensed
Photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B141 /CMa - 1992 8
the Project shall be payable to the extent Servtces 10.5 PAYMENTS WITHHELD
pert,, those portions, in accordance wui c edule
set forth in Sub p: h il?.�, base the lowest bona 10.5.1 No deductions shall be made from the Architect's com-
• fide bids or negotiated pr< or (2) if no such bids or pensation on account of penalty, liquidated damages or other
proposals are rece e most recen ; ' at of Construe- sums withheld from payments to Contractors, or on account
tion Cos red by the Construction Manager 1 or- of the cost of changes in the Work other than those for which
of the Project. the Architect has been found to be liable.
10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL 10.6 ARCHITECT'S ACCOUNTING RECORDS
SERVICES AND REIMBURSABLE EXPENSES
10.6.1 Records of Reimbursable Expenses and expenses per -
10.4.1 Payments on account of the Architect's Additional Ser- taining to Ad�iitit nal Services and services performed on the
vices and for Reimbursable Expenses shalt be made monthly basis gY t11u le of Direct Personnel Expense shall be
upon presentation of the Architect's statement of services ak *+W t to the Owner or the Owner's authorized represen-
rendered or expenses incurred. tative x?:- ...,:_«•.
syxctxT
ARTICLE 11
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows: Twenty One Thousand Dollars $21,000.00
11.1 AN INITIAL PALYMENT of Seven Thousand Dollars Dollars ( 3$7 000.00 )
shall be math upon execution of this Agreement and credited to the Owner's account at final payment.
11.2 BASIC COMPENSATION
_, �{ � :�-�� ..i�ryi�t
.., ?{ }l„F - •- p
t111scrt hosts of compensatunt, including supulated suers. rruritipler or percentages. urict identtfi' phases to trhic'h Particular ntetboc& of compertsutiort upplt:
f rtecessan. )
11 .i:. ' � ,' tiLtL LVLiIl \lW 1t.V11 lJ b.1J1 -d V11 U4il U1 jJLk iW8 V! C VllJLI UI LiVL1 VUJL. 11V �l JJ •ii l,1L11tJ 1Vl llaJl
in 1,'l:: (:.•e'. —
[Insert
[Insert uddikonell phases as approprutte.
XXXXAkxxx I�
Design Development Phase: $7,000.00 XXRxkkkXX:k.�x
Construction Documents Phase: $7,000.00 X-nkKXxYN
X=(X=XXXkzXXxxXJtXjCxx :I kkxxx
x�xi- x =xiXft. ?xxxxxxxxx
pAymem k k xxx
Total Basic Compensation: One hundred percent (100%)
11.3 COMPENSATION FOR ADDITIONAL SERVICES
11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES. as described in Paragraph 3.2, compensation shall be com-
puted as folluRs: Reproduction, Blueprints, & Specifications as required for the
thirteen for sale hcusinq shall be at fixed fee of
$ 850.00 per house
•
AIA DOCUMENT B1411CMa • OWNER-ARCHITECT AGREEMENT • CONSTRUCTIoN MANAGER-
, AD\ ISER EDITION • 1992 EDITION • AIA' • -F.1992 • THE AMER!C_ %N !NSTIT TE L)F ARCf IITEcTS.
1 NE`t' YORK AVFNCE. N.W.. %XASHINGTON. DC. Onuo- • (YARNING: Unlicensed
Photocopying violates U.S, copyright laws and will subject the violator to legal prosecution. B141 /CMa -1992 9
1 _
11.3.2 FOR ADDITIONAL SERVICES OF I'll ii . \RCIIITECT..l, descr;hecl in Arnctcs ; and 12, ()the than ill .kddhuun,rl Pmlcet
Reprc-Scnl,111011. as descrihed in Parugraph ;.2. and (') CrvICes included in Arucle 1' as part of 13:1s1C )Crites, but CXCILlding
• services of consultants, k :() ill pensation shall he rornputed .i, follu %ts:
bl"•rt h,lsis „/ ,„ Milk Itaafturt nrcArant,> rates and or rrrtr/trjrtea n/ I)rrret Prr',r urm•/ l:zpetl. vp,r Ilrnretputs turd rrrljrtrr t t111d utrntliv Prrrre'111,16 alit/ c'lass'y /1'
empt„rees, t/ required /derrlit "r at'r /ic'svrtvirs to «ditch petrturdar met1n),is „/ iontjrrusauutr <tpjrll: t/ uec'msart•
per exhibit "A" attached
11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS. including additional structural, mechanical and electrical engineer-
ing services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple
of ( ) times the amounts billed to the Architect for such services.
lLdvntr /t• s/)`( - f /ic• tr(re•s OJ iarrstr/ttutts at Article 12, i( ree/ltired.t
11.4 REIMBURSABLE EXPENSES
. 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10 .2, and anv other items included in Article 12 as Reimhur-
sabie Expenses. cost = 50 ( ) times the expenses incurred by
the .architect, the Architect's employees and consultants in the interest of the Project.
11,5 ADDITIONAL PROVISIONS
11,5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within M 1 /�•�
• y � 199 9(
months of the elate hereof, through no fault of the .architect. extension of the Architect :s services.beyond that time shall be
compensated as provided in Subparagraphs 10.3, i and 11. '.
11.5.2 PaVments are due and payable Ten Days ( 10 )clays from the date of the Architect's invoice. Amounts
un paid Thirty Days ( 30 ) days after the in\ nice date shall bear interest at the rate entered helo\y. or in the absence
thereof at the legal rate prevailing from time to time at the principal place of business of the Architect.
Flu +r•rt r•cr „( nrtrr<�a ,r;;rt•rd rrlrr »r ,
100
tl'"Ier•t I, Itt's acrd r )TIP u•rtts rnrotcv the Federal 7rtrt/r ur Li utlin, .lit. < ;ntrhtr slats rnrri 1„ial a.rrsranOr credit I, Ill's and other r•e;,td<uGuis at life owners tine!
.Arihttrit x (u rrrirt7al ez,,j ; }usureas.:i. h,iatn,rr uJ lhr Prv aur! eL:c•tr here nr<m aJ /eit the lull lift' �,j this prnr'isrnn. Speirfti le�u! udt'rce Sbuulr/ he uhtrrunzl
it/"b P"".Te"t :n actetruus , ,- 'It rulip"Irrnrrs. and als" erlun strip IS rtv'rtten dis hrxurec or tratrers.)
11.5,3 The forth for Additional Services shall be annually adjusted in accordance 1xith normal salary
reyie practices of the Architect.
AIA DOCUh1ENT 8141/CMa cwwNER- .ARCII[TT( A(I REENEEN1 • (A) RI CTION ?I.iNA(;FR-
li) \ "I;ER EDITloN • i99_' EDiTioN • .11.1` iv t' • TF1E .\%IERiC:1\ 1N 1 Eh1 1'P 01: \RCf II'I
! NE'S' YORK A\'ENi - E. N\r. \C:\.;E ?1NGT N:. D.C. 'ttrq)c, -; >? . WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B141 /CMa -1992 10
ARTICLE 12
OTHER CONDITIONS OR SERVICES
• (Imwrt descriptions ol'otber ierreces. wentijl- Additional Services included trabin Basic Compensation, and insert irtodgicatrons to thepeq?nent and compensa.
lion terms included W thts .iurverneut. J
12.1 The services described in Section 3.3.1.2 shall be part of Basic Services
12.2 The following shall replace Article 7
12.2 MEDIATION
12.2.1 In an effort to resolve any conflicts that arise out of the services under this Agreement, all disputes
between the Owner and the Architect arising out of or relating to this Agreement shall be submitted
to nonbinding mediation prior to commencing arbitration or litigation.
12.2.2 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be
subject to mediation as a condition precedent to arbitration or the institution of legal or equitable
proceedings by either party. If such matter relates to or is the subject of alien arising out of the
Architect's services, the Architect may proceed in accordance with applicable law to comply with the
lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration.
12.2.3 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question
between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance
with the Construction Industry Mediation rules of the American Arbitration Association currently in
effect Request for mediation shall be filed in writing with the other party to this Agreement and with
the American Arbitration Association. The mediation shall proceed in advance of legal or equitable
proceedings, which shall be staved pending mediation for a period of 60 days from the date of filing,
unless stayed for a longer period by agreement of the parties or court order.
12.2.4 Any claim or other matter in question arising out of or related to this Agreement which is not resolved
by mediation as provided in Section 12.2.3 may be litigated in the District Courts of the State of
Minnesota and venued in the county in which the Project is located.
(Continued on next page)
This agreement entered into as of the day and e - ear first written above.
OWNER ARCHITECT
(Signature)
(Siriatrrre)
(Printed name and title) (Printed name and Title)
CAU T 1CM: You should sign an eririnal AIA document "as t "is COL!Tlicn printed in red.
An original assures that changes will not be obscured as may occur when documents are reproduced.
i Sea Instruction Sheet for Limited License for Reproduction of this document.
AIA DOCUMENT 8141 /CMa - OWNER:ARCHITECT AGREEMENT - CONSTRUCTION %IANrtGER-
AD%ISER EDITION - 1993 EDITION - AIA - '.' - THE AIIERIC- N INST ITUTE OF ARCHITECTS,
1 -35 NEW YORK AVENCE. N.W. W. 3 ,SHtNGTON. D.C. '_0006.5393 - WARNING: Unlicensed
photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. B141 /CMa -1992 11
the
archi tectural L5/1 /1T "
t� 5/7J1998 architects
e t w o r k 11.3.2 engineers
inc. construction managers
961 Greeley Street South phone 612/430-0606
Greeley Square fox 612/430-0180
Stillwater, MN 55082
RATES AND REIMBURSABLE EXPENSES
The Architectural Network, Inc. prevailing hourly rates and schedule of reimbursables.
RATES
Principal $70.00
Associate $60.00
CAD Technician $50.00
Administrative $35.00
REMBURSABLE EXPENSES
1003 Xerox Copies (24 x 36) $1.50 /sheet
1004 Xerox Copies (30 x 42) $2.50 /sheet
1005 Xerox Copies (36 x 42) $3.00 /sheet
1006 Xerox Copies (24 x 36) Vellum $2.60 /sheet
• 1007 Xerox Copies (30 x 42) Vellum $3.50 /sheet
1008 Plots $7.50/half size and check
1009 Plots $15.00 /full size vellum
1010 Faxes $1.10 /sheet
1011 Copies (8 1/2 x 11) $0.10 /sheet
1012 Copies (11 x 17) $0.12 1sheet
1013 Postage 1.25; As billed to The Architectural Network, Inc.
1014 Messenger 1.25; As billed to The Architectural Network, Inc.
1015 Photos 1.25; As billed to The Architectural Network, Inc.
1016 Mileage $0.28
1017 Disk $3.00 /each
1018 Prints (8 1/2 x 11) $0.25 /sheet
1019 Foam Core (24 x 3 3 6) $7.50
1020 Foam Core (40 x 36) $9.50
1021 Backup Tapes $28.75
1022 Mylar $7.00 /sheet
1023 Transparencies $.70 /each
1024 Blueprints (24 x 36) $1.00 /sheet
1025 Blueprints (30 x 42) 51.60 /sheet
1026 Telephone Charles 125; As billed to The Architectural Network, Inc.
1027 Markers 125; As billed to The Architectural Network, Inc.
•
12.3 INSURANCE
12.3.1 Prior to the commencement of this agreement, Certificates of all insurance required on a
form approved by the Owner, signed by an authorized representative of the insurance carrier
and stating that all provisions of the specified requirements are satisfied. The Certificates
shall be submitted directly to the Owner for review and approval. The Contractor shall not
begin any work until the Owner has reviewed and approved the Insurance Certificates and
has so notified the Contractor directly in writing. Any notice to proceed that is issued shall
be subject to such approval by the Owner.
12.3.2 Liability Insurance
Required insurance and amounts as follows:
Commercial General Liability including, Products /Completed Operations and Personal and
Advertising Injury.
Limits of Liability shall not be less than:
$1,000,000 each occurrence
$1,000,000 General Aggregate
12.3.3 Workers' Compensation Insurance and Employer's Liability
• Limit f
Limits o Liability shall not be less than:
Coverage A: Statutory
tory
Coverage B: Bodily Injury by Accident
$100,000 Each Accident
Bodily Injury by Disease
$100,000 Each Person
$500,000 Policy Limit
12.3.4 Professional liability insurance with limits of not less than $1,000,000 occurrence and
$1,000,000 aggregate.
12.3.5 Notice of Cancellation or Non - Renewal
In the event of cancellation of any of the policies, the company issuing the Certificate of
Insurance shall provide 30 days prior written notice to the Owner. Failure to do so shall
impose obligation and/or liability upon the issuing company. Certificate of Insurance forms
shall be drafted or altered to reflect these conditions.
Commissioner introduced the following resolution and
moved its adoption:
EDA RESOLUTION NO.
RESOLUTION AUTHORIZING CONTRACTS FOR CONSTRUCTION MANAGEMENT
AND ARCHITECTURAL SERVICES FOR 53RD AVENUE DEVELOPMENT AND
LINKAGE PROJECT
WHEREAS, the Economic Development Authority in and for the City of Brooklyn
Center (EDA) has directed staff to begin the development of the 53rd Avenue Development and
Linkage Project by employing the services of a construction manager; and
WHEREAS, proposals were received for construction management, including
architectural services, from George S. Sherman and Associates and Denmark Building and
Development Corporation for the 53rd Avenue Development and Linkage Project; and
WHEREAS, the proposal from Denmark Building and Development Corporation
submitted lower costs for construction management and architectural services; and
WHEREAS, the Brooklyn Center EDA has determined the proposal from Denmark
Building and Development Corporation which includes the architectural services of Architectural
Network, best meets the needs of the Brooklyn Center EDA in its development of the 53rd Avenue
Development and Linkage Project.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority
in and for the City of Brooklyn Center as follows:
1. The contract with Denmark Building and Development Corporation is hereby
approved and the EDA President and Executive Director are hereby
authorized to enter into a contract for construction management services with
Denmark Building and Development Corporation.
2. The contract with Architectural Network Incorporated is hereby approved
and the EDA President and Executive Director are hereby authorized to enter
into a contract for architectural services with Architectural Network
Incorporated.
Date President
The motion for the adoption of the foregoing resolution was duly seconded by commissioner
and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.