HomeMy WebLinkAbout1988 02-08 EDAP Regular Session EDA /HRA AGENDA
CITY OF BROOKLYN CENTER
FEBRUARY 8, 1988
(7:05 p.m.)
1. Call to Order
2. Roll Call
3. Approval of Minutes - January 25, 1988
4- Resolutions:
a. Approving an Amendment to a Contract for Deed with
Earle Brown Commons Limited Partnership
b. Accepting and Approving Contract with Winsor /Faricy
Architects, Inc.
5. Adjournment
MINUTES OF THE PROCEEDINGS OF THE ECONOMIC
,DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN
CENTER IN THE COUNTY OF HENNEPIN AND THE STATE
GF MINDIESOTA
SPECIAL SESSION
JANUARY 25, 1988
CITY HALL
CALL TO ORDER
The Brooklyn Center Economic Development Authority met in special session and
was called to order by President Dean Nyquist at 9:31 p.m.
ROLL CALL
President Dean Nyquist, Commissioners Gene Lhotka, Celia Scott, Bill Hawes, and
Rich Theis. Also present were EDA Director Gerald Splinter, Director of
Planning and Inspection Ron Warren, Director of Public Works Sy Knapp, City
Attorney Charlie LeFevere, Personnel Coordinator Geralyn Barone, and
Administrative Aid Patti Page.
APPROVAL OF MINUTES - JANUARY 11 1988
There was a motion by Commissioner Scott and seconded by Commissioner Theis tD
approve the minutes of the January 11, 1988, Economic Development Authoxity
meeting as submitted. The motion passed unanimously.
RRS01U TTUIQS
The City Manager TTesented a Resolution Approving Two (2) Brooklyn Uenter
Economic Development Authority Grants. Co .Haines stated he was happy
with the additional information that was presented for this item_ He stated
however, he is concerned with the possibility of the grant system being abused.
The FDA Director stated he and the BRA Coordinator would meet with Commissioner
Hawes to discuss his concerns
RESOLUTION NO. 88 -04
Member Bill Hawes introduced the following resolution and moved its Adoption:
RESOLUTION APPROVING TWO (2) BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY
G'RANT'S
The motion for the adoption of the foregoing resolution was duly seconded by
member Gene Lhotka, and the motion passed unanimously.
RESOLUTION NO. 88 -05
Member Gene Lhotka introduced the following resolution and moved its adoption:
RESOLUTION ACCEPTING PROPOSAL AND APPROVING AGREEMENT FOR SURVEYING AND PLATTING
SERVICES FOR THE EARLE BROWN FARM SITE
The motion for the adoption of the foregoing resolution was duly seconded by
member Bill Hawes, and the motion passed unanimously.
1 -25 -88 -1-
ADJOURNMENT
There was a motion by Commissioner Scott and seconded by Commissioner Lhotka to
adjourn the meeting. The motion passed unanimously. The Brooklyn Center
Economic .Development .Authority adjourned at 9:36 p.m.
President
1 -25 -88 -2-
Qi
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Member introduced the following
. resolution and moved its adoption:
EDA RESOLUTION NO.
RESOLUTION APPROVING AN AMENDMENT TO A CONTRACT FOR
DEED WITH EARLE BROWN COMMONS LIMITED PARTNERSHIP
WHEREAS, the Housing and Redevelopment Authority in and
for the City of Brooklyn Center entered with a contract for deed
dated September 17, 1986, with Earle Brown Commons Limited
Partnership for the purpose of conveying real property legally
described in Exhibit A attached hereto; and
WHEREAS, the Housing and Redevelopment Authority
encouraged real improvements be made upon said property, and the
reasonable value of which is $4,750.99.
NOW, THEREFORE, BE IT RESOLVED that the Housing and
Redevelopment Authority in and for the City of Brooklyn Center
does approve the amendment to the contract for deed for the
conveyance of real property as described in Exhibit A with Earle
Brown Commons Limited Partnership.
BE IT FURTHER RESOLVED that the Commission Chairman and
Executive Director are hereby authorized to execute the amendment
to the contract for deed.
Date President
The motion for the adoption of the foregoing resolution was duly
seconded by member , 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.
EXHIBIT A
AMENDMENT TO CONTRACT FOR DEED
THIS AMENDMENT to the Contract for Deed ( "Contract ") dated
September 17, 1986, between the Housing and Redevelopment
Authority in and for the City of Brooklyn Center, Minnesota, a
public body corporate and politic under the laws of Minnesota
( "Seller ") and Earle Brown Commons Limited Partnership, a limited
partnership under the laws of Minnesota ( "Purchaser ")
(collectively referred to as the "Parties ") is entered into and
effective this day of February, 1988;
W I T N E S S E T H:
WHEREAS, the Parties entered into the Contract for the
purpose of conveying to Purchaser the real property legally
described in Exhibit A attached hereto ( "Property "); and
WHEREAS, the Contract provided for a purchase price of Three
Hundred Twenty -two Thousand Five Hundred Dollars and no /100
($322,500.00); and
WHEREAS, since the Contract was entered into, Seller has
made improvements to the Property the reasonable value of which
is Four Thousand Seven Hundred Fifty Dollars and Ninety -nine
Cents ($4,750.99);
NOW, THEREFORE, the Parties agree as follows:
1. The purchase price specified in Paragraph 3 of the
Contract is hereby changed to Three Hundred Twenty -seven Thousand
Two Hundred Fifty Dollars and Ninety -nine Cents ($327,250.99),
payable as follows:
Interest of ten percent (10 %) per annum shall be paid
in quarterly installments of Eight Thousand One Hundred
Eighty -one Dollars and Twenty -seven Cents ($8,181.27)
on the first day of each March, June, September, and
December during the remaining term of the Contract.
The full amount of the principal Three Hundred Twenty-
seven Thousand Two Hundred Fifty Dollars and Ninety-
nine Cents ($327,250.99) shall be paid on June 1, 1990.
IN WITNESS WHEREOF, the Parties have executed this Amendment
as of the date first above written.
SELLER PURCHASER
THE HOUSING AND REDEVELOPMENT EARLE BROWN COMMONS LIMITED
AUTHORITY IN AND FOR THE PARTNERSHIP, a Minnesota
CITY OF BROOKLYN CENTER Limited Partnership
By
John Parsinen
Its Commission Chairman Its General Partner
By EARLE BROWN COMMONS, a
Its Executive Director Minnesota General Partnership,
its General Partner
By
L.A. Beisner
Its
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day
of , 1988, by and
the Commission Chairman and Executive Director of the Housing and
Redevelopment Authority in and for the City of Brooklyn Center a
public body corporate and politic under the laws of Minnesota.
(SEAL)
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day
of , 1988, by , the
of Earle Brown Commons Limited Partner-
ship, a Minnesota limited partnership, on behalf of the said
partnership.
I
(SEAL)
Notary Public
-2-
0 ) STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day
of , 1988, by
the
of Earle Brown Commons, a Minnesota general
partnership, on behalf of the said partnership.
(SEAL)
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
LeFEVERE, LEFLER, KENNEDY,
O'BRIEN & DRAWZ
120 South Sixth Street
2000 First Bank Place West
Minneapolis, Minnesota 55402
(612) 333 -0543
0204amO1.c41
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EXHIBIT "A"
LEGAL DESCRIPTION
Tract A Registered Land Survey No. 1603, being part of the
property formerly legally described as:
Tract A, Registered Land Survey No. 1380, Files of Registrar
of Titles, County of Hennepin.
That part of vacated Earle Brown Drive, TWIN CITIES INTER -
CHANGE PARK, lying Southeasterly of the center line thereof
and between the West line of Sheehan Road, also known as
Summit Drive North, and the South boundary line of Outlot B,
BROOKLYN CENTER INDUSTRIAL PARK PLAT 1.
Tract I, Registered Land Survey No. 1594, Files of Registrar
of Titles, County of Hennepin.
0204ex01.c41
TO: Gerald G. Splinter, City Manager
FROM: Brad Hoffman, EDA Coordinator
DATE: February 5, 1988
SUBJECT: Amendment to the Contract for Deed with Earle Brown
Commons
I am recommending that the HRA approve an amendment to the
contract for deed with Earle Brown Commons for parcel II. Last
fall, while Al Beisner was putting in a lawn sprinkling system
for parcel I, we encouraged him to expand the plans to include
the boulevard along Summit Drive. He was not required to do so
at this time although he would have been at the time he develops
parcel II.
The advantage to the City is that the system waters the
boulevard, the corner node (Summit and Earle Brown Drive) and the
entry way node. Because it is sprinkled, the City will not have
to water those areas.
This development occurred over a very short period of time.
Our request to him to do the additional work occurred just a few
days prior to the work on parcel I was to begin. Al Beisner
asked if the additional work could be assessed against the
property as a means of financing the cost. After discussing the
matter with him it seemed that the easiest way to accomplish his
request was to see if the EDA would approve an amendment to the
contract for deed. I told him that I would bring the matter to
the EDA for consideration and with my recommendation for
approval. No guarantees beyond that.
By approving the amendment, the amount owed on the contract
for deed will be increased by $4,750.99. Currently the contract
has a principle of $322,500 at 10% per annum. The amount owed
would be adjusted to $327,250.99. Al makes quarterly interest
payment of $8,062.50 with the principle due on June 1 1990. He
is current with the interest payments. Interest payments would
be adjusted to reflect the new principle amount.
According to the Engineering Department, the sprinkling
system will save the City approximately same amount of money over
the time period of the contract for deed. (See attached memo)
Because of this I would recommend that the resolution approving
the amendment be approved.
l
MEMORANDUM
TO: Brad Hoffman, HRA Coordinator
FROM: H. R. Spurrier, City Engineer
SUBJECT: Earle Brown Commons Sprinkler System Extension
DATE: September 4, 1987
I have recommended that the Earle Brown Commons site extend a sprinkler system
to the streetscape nodes at Earle Brown Drive and Summit Drive and at the Earle
Brown Farm entrance. Based on an estimated cost of $163 per week to haul and
apply water through the irrigation system we would save approximately $2,825 per
year over the next two years until the plantings are established.
The spin off benefit is that it provides a green strip at one of the major entry
points to the farm!
If you have any other question regarding this matter please contact me.
y�
Member introduced the following resolution
and moved its adoption:
EDA RESOLUTION NO.
RESOLUTION ACCEPTING AND APPROVING CONTRACT WITH
WINSOR /FARICY ARCHITECTS, INC.
WHEREAS, the Economic Development Authority has
accepted resumes from architectural firms; and
WHEREAS, the Economic Development Authority has
reviewed the submissions of each architectural firm; and
WHEREAS, the firm of Winsor /Faricy Architects, Inc. was
determined to be the group that best suits the needs of the
Brooklyn Center Economic Development Authority for the
restoration of the Earle Brown Farm.
NOW, THEREFORE, BE IT RESOLVED by the Economic
Development Authority in and for the City of Brooklyn Center that
the negotiated contract with Winsor /Faricy Architects, Inc. is
hereby accepted and the President and Executive Director are
hereby authorized to execute an agreement for those services.
Date
President
The motion for the adoption of the foregoing resolution was duly
seconded by member , 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.
MEMORANDUM
TO: Gerald G. Splinter, City Manager
FROM: Brad Hoffman, EDA Coordinator.-?A
DATE: February 5, 1988 c�
SUBJECT: Winsor /Faricy Architects, Inc. Contract
The attached is a negotiated agreement with Winsor /Faricy
Architects, Inc. for architectural services for the Earle Brown
Farm. The services and responsibilities of the architect are
described in Article 1 and Article 15 of the contract.
Additional services for which compensation is described in
Article 14.4.1 (page 25) of the contract are listed in Article
1.7 (page 11). Most notable of additional services that may be
required are tenant planning or design work and interior design
as it relates to furniture selection and installation.
Compensation for services is dependent upon construction costs.
If the project cost is under $3,500,000, the fee would be 6.5
percent. Fixed rates are established for project costs beyond
$3,500,000. The compensation package is described in Article 14
starting on page 28. The architects fees will range from 5.4
percent to 6.5 percent dependent upon final construction cost.
The initial starting point for negotiation was 9.5 percent.
I will be available along with Bill Jordan, for the City
Attorney's office, to answer questions about the contract Monday
evening.
t
n
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AGREEMENT BETWEEN THE ECONOMIC
DEVELOPMENT AUTHORITY OF THE
CITY OF BROOKLYN CENTER
AND
WINSOR /FARICY ARCHITECTS, INC.
AGREEMENT BETWEEN THE ECONOMIC
DEVELOPMENT AUTHORITY OF THE
CITY OF BROOKLYN CENTER
AND
WINSOR /FARICY ARCHITECTS, INC.
THIS AGREEMENT made as of the day of , in
the year Nineteen Hundred and Eighty Eight BETWEEN the Owner:
ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER and
the Architect: WINSOR /FARICY ARCHITECTS, INC. for the following
Project:
Restoration and redevelopment of the Earle Brown Farm
in Brooklyn Center, Minnesota, as a multipurpose trade show
center, banquet facility and /or business conference center
as further described in Exhibit A hereto.
The Construction Manager: HESKIN RESOURCE GROUP, INC., the Owner
and the Architect agree as set forth below.
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TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S SERVICES AND RESPONSIBILITIES:
Basic Services Unless modified by Article 15, the Archi-
tect's Basic Services shall be provided in conjunction with, and
in reliance upon, the services of a Construction Manager as
described in an Agreement between Owner and Heskin Resource
Group, Inc. They shall consist of the five Phases described in
Paragraphs 1.1 through 1.5, inclusive, and include normal struc-
tural, mechanical and electrical engineering services, and any
other services included in Article 15 as part of Basic Services.
1.1. Schematic Design Phase
1.1.1 The Architect shall review the program furnished by
the Owner to ascertain the requirements of the Project and shall
review and confirm the understanding of these requirements and
other design parameters with the Owner.
1.1.2 The Architect shall provide a preliminary evaluation
of the program and the Project budget requirements, each in terms
of the other, subject to the limitations set forth in Subpara-
graph 3.2.1.
1.1.3 The Architect shall review with the Owner and the
Construction Manager site use and improvements; selection of
materials, building systems and equipment; construction methods"
and methods of Project delivery.
1.1.4 Based on the mutually agreed upon program and the
Project budget requirements, the Architect shall prepare for
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approval by the Owner, Schematic Design Documents consisting of
drawings, outline specifications and other documents illustrating
the scale and relationship of Project components.
1.1.5 At intervals appropriate to the progress of the
Schematic Design Phase, t
g , he Architect shall p rovide schematic
design studies for the Construction Manager's review, which will
be made so as to cause no delay to the Architect.
1.1.6 Upon completion of the Schematic Design Phase the
Architect shall provide the drawings, outline specifications and
other documents approved by the Owner for the Construction
Manager's use in preparing an estimate of Construction Cost.
1.2 Design Development Phase
1.2.1 Based on the approved Schematic Design Documents and
any adjustments authorized by the Owner in the program or the
Project budget, the Architect shall prepare, for approval by the
Owner, the Design Development Documents consisting of drawings,
outline specifications and other documents to fix and describe
the size and character of the entire Project as to architectural,
structural, mechanical and electrical systems, materials, and
such other elements as may be appropriate.
1.2.2 At intervals appropriate to the progress of the
Design Development Phase, the Architect shall provide design
development documents for the Construction Manager's review,
which will be made so as to cause no dela y to the Architect
1.2.3 Upon completion of the Design Development Phase, the
Architect shall provide the Construction Manager with drawings,
outline specifications and other documents approved by the Owner
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for use in preparing a further estimate of Construction Cost, and
shall assist the Construction Manager in preparing such estimate
of Construction Cost.
1.3 Construction Documents Phase
1.3.1 Based on the approved Design Development Documents,
and any further adjustments in the scope or quality of the
Project budget authorized by the Owner, the Architect shall
prepare, for approval by the Owner, Construction Documents
consisting of Drawings and Specifications setting forth in detail
the requirements for the construction of the Project.
1.3.2 The Architect shall keep the Construction Manager
informed of any changes in requirements or in construction
materials, systems or equipment as the Drawings and Specifica-
tions are developed so that the Construction Manager can adjust
the estimate of Construction Cost appropriately.
1.3.3 The Architect shall assist the Owner and the Con-
struction Manager in the preparation of the necessary bidding
information, bidding forms, the Conditions of the Contracts, and
the forms of Agreement between the Owner and the Contractors.
1.3.4 The Architect shall assist the Owner and the Con-
struction Manager in connection with the Owner's responsibility
for filing documents required for the approvals of governmental
authorities having jurisdiction over the Project.
1.4 Bidding or Negotiation Phase
1.4.1 The Architect, following the Owner's approval of the
Construction Documents and the latest estimate of Construction
Cost, shall assist the Construction Manager in obtaining Bids or
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negotiated proposals by rendering interpretations and clarifica-
tions of the Drawings and Specifications in appropriate written
form. The Architect shall assist the Construction Manager in
Conducting pre -award conferences with successful Bidders.
1.5 Construction Phase - Administration of the Construction
Contract
1.5.1 The Construction Phase will commence with the award
of the initial Contract for Construction and, together with the
Architect's obligation to provide Basic Services under this
Agreement, will end when final payment to all Contractors is due,
or in the absence of a final Project Certificate for Payment or
of such due date, sixty days after the Date of Substantial
Completion of the Project whichever occurs first.
1.5.2 Unless otherwise provided in this Agreement and
incorporated in the Contract Documents, the Architect, in cooper-
ation with the Construction Manager, shall provide administration
of the Contracts for Construction as set forth below and in the
1980 Edition of AIA Document A201 /CM, General Conditions of the
Contract for Construction, Construction Management Edition.
1.5.3 The Architect and the Construction Manager shall
advise and consult with the Owner during the Construction Phase.
All instructions to the Contractors shall be forwarded through
the Construction Manager. The Architect and the Construction
Manager shall have authority to act on behalf of the Owner only
to the extent provided in the Contract Documents unless otherwise
modified by written instrument in accordance with Subparagraph
1.5.18.
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1.5.4 The Architect shall visit the site at intervals
appropriate to the stage of construction, or as otherwise agreed
by the Architect in writing, to become generally familiar with
the progress and quality of Work and to determine in general if
Work is proceeding in accordance with the Contract Documents.
However, the.Architect shall not be required to make exhaustive
or continuous on -site inspections to check the quality or quanti-
ty of Work. On. the basis of such on -site observations as an
architect, the Architect shall keep the Owner informed of the
progress and quality of Work, and shall endeavor to guard the
Owner against defects and deficiencies in Work of the Contrac-
tors.
1.5.5 The Architect shall not be responsible fox, nor have
control or charge of, construction means, methods, techniques,
sequences or procedures, or for safety precautions and programs
in connection with the Project, and shall not be responsible for
Contractors' failure to carry out Work in accordance with the
Contract Documents. The Architect shall not be responsible for,
nor have control over, the acts or omissions of the Contractors,
Subcontractors, any of their agents of employees, or any other
persons performing any Work, nor shall the Architect be responsi-
ble for the Construction Manager's obligations as an agent of the
Owner.
1.5.6 The Architect shall at all times have access to Work
wherever it is in preparation or progress.
1.5.7 Based on the Architect's observations at the site
h r ,
the recommendations of the Construction Manager and an evaluation
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of the Project Application for Payment, the Architect shall
determine the amounts owing to the Contractors and shall issue a
Project Certificate for Payment in such amounts, as provided in
the Contract Documents.
1.5.8 The issuance of a Project Certificate for Payment
shall constitute a representation by the Architect to the Owner
that, based on the Architect's observations at the site as
provided in Subparagraph 1.5.4 and on the data comprising the
Project Application for Payment, Work has progressed to the point
indicated; that, to the best of the Architect's knowledge,
information and belief, the quality of Work is in accordance with
the Contract Documents (subject to an evaluation of Work for
conformance with the Contract Documents upon Substantial Comple-
tion, to the results of any subsequent tests required by or
performed under the Contract Documents, to minor deviations from
the Contract Documents correctable prior to completion, and to
any specific qualifications stated in the Project Certificate for
Payment); and that the Contractors are entitled to payment in the
amount certified. However, the issuance of a Project Certificate
for Payment shall not be a representation that the Architect has
made any examination to ascertain how or for what purpose the
Contractors have used the monies paid on account of the Contract
Sums.
1.5.9 The Architect shall be the interpreter of the re-
quirements of the Contract Documents and the judge of the perfor-
mance thereunder by both the Owner and the Contractors. The
Architect, after consultation with the Construction Manager,
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shall render interpretations necessary for the proper execution
or progress of Work, with reasonable promptness and in accordance
with agreed upon time limits. The Architect shall render written
decisions, within a reasonable time, on all claims, disputes and
other matters in question between the Owner and the Contractors
relating to the execution or progress of Work or the interpreta-
tion of the Contract Documents.
1.5.10 All interpretations and decisions of the Architect
shall be consistent with the intent of, and reasonably inferable
from, the Contract Documents, and shall be in writing or in
graphic form. In the capacity of interpreter and judge, the
Architect shall endeavor to secure faithful performance by both
the Owner and the Contractors, shall not show partiality, and
shall not be liable for the result of any interpretation or
decision rendered in good faith in such capacity.
1.5.11 The Architect's decision in matters relating to
artistic effect shall be final if consistent with the intent of
the Contract Documents. The Architect's decisions on any other
claims, disputes or other matters, including those in question
between the Owner and the Contractor(s), shall be subject to
arbitration as provided in this Agreement and in the Contract
Documents.
1.5.12 The Architect shall have authority to reject Work
which does not conform to the Contract Documents, and whenever,
in the Architect's reasonable opinion, it is necessary or advis-
able for the implementation of the intent of the Contract Docu-
ments, the Architect shall have authority to require special
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inspection or testing of Work in accordance with the provisions
of the Contract Documents, whether or not such Work be then
fabricated, installed or completed; but the Architect shall take
such action only after consultation with the Construction Manag-
er.
1.5.13 The Architect shall receive Contractors' submittals
such as Shop Drawings, Product Data and Samples from the Con-
struction Manager and shall review and approve or take other
appropriate action upon them, but only for conformance with the
design concept of the Project and with the information given in
the Contract Documents. Such action shall be taken with reason-
able promptness so as to cause no delay. The Architect's approv-
al of a special item shall not indicate approval of an assembly
of which the item is a component.
1.5.14 The Architect shall review and sign or take other
appropriate action on Change Orders prepared by the Construction
Manager for the Owner's authorization in accordance with the
Contract Documents.
1.5.15 The Architect shall have authority to order minor
changes in Work not involving an adjustment in a Contract Sum or
an extension of a Contract Time and which are not inconsistent
with the intent of the Contract Documents. Such changes shall be
effected by written order issued through the Construction Manag-
er.
1.5.16 The Architect, assisted by the Construction Manager,
shall conduct inspections to determine the Dates of Substantial
9
Completion pl and final completion and shall .issue appropriate
ro riate
Project Certificates for Payment.
1.5.17 The Architect shall assist the Construction Manager
in receiving and forwarding to the Owner for the Owner's review
written warranties and related documents assembled by the Con-
tractors.
1.5.18 The extent of the duties, responsibilities and
limitations of authority of the Architect as a representative of
the Owner during construction shall not be modified or extended
without the written consent of the Owner, the Contractors, the
Architect and the Construction Manager, which consent shall not
be unreasonably withheld.
1.6 Project Representation Beyond Basic Services
1.6.1 If the Owner and the Architect agree that more
extensive representation at the site than is described in Para-
graph 1.5 shall be provided, the Architect shall provide one or
more Project Representatives to assist the Architect in carrying
out such responsibilities at the site.
1.6.2 Such Project Representatives shall be selected,
employed and directed by the Architect, and the Architect shall
be compensated therefor as mutually agreed between the Owner and
the Architect.
1.6.3 Through the observations of such Project Representa
tives, the Architect shall endeavor to provide further protection'
for the Owner against defects and deficiencies in Work, but the
furnishing of such Project representation shall not modify the
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rights, responsibilities or obligations of the Architect as
described in Paragraph 1.5.
1.7 Additional Services
The following services are not included in Basic Services
unless so identified in Article 15. They shall be provided if
authorized or confirmed in writing by the Owner, and they shall
be paid for by the Owner as provided in this Agreement, in
addition to the compensation for Basic Services.
1.7.1 Providing financial feasibility or other special
studies.
1.7.2 Providing planning surveys, site evaluations, envi-
ronmental studies or comparative studies of prospective sites.
1.7.3 Providing services relative to future facilities,
systems and equipment which are not intended to be constructed
during the Construction Phase.
1.7.4 Providing services in connection with alternative
designs for cost estimating or bidding purposes.
1.7.5 Providing coordination of work performed by separate
contractors or by the Owner's own forces.
1.7.6 Providing services in connection with the work of
separate consultants, other than the Construction Manager,
retained by the Owner.
1.7.7 Providing interior design and other similar services
required for or in connection with the selection, procurement or
installation of furniture, furnishings and related equipment.
1.7.8 Providing services for planning tenant or rental
spaces.
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1.7.9 Making revisions in Drawings, Specifications or other
documents when such revisions are inconsistent with written
approvals or instructions previously given, are required by the
enactment or revision of codes, laws or regulations subsequent to
the preparation of such documents, or are due to other causes not
solely within the control of the Architect.
1.7.10 Preparing Drawings, Specifications and supporting
data and providing other services in connection with Change
Orders.
1.7.11 Making investigations, surveys, valuations, invento-
ries, detailed appraisals of existing facilities, and services
required in connection with construction performed by the Owner.
1.7.12 Providing consultation concerning replacement of any
Work damaged by fire or other cause during construction, and
furnishing services as may be required in connection with the
replacement of such Work.
1.7.13 Providing services made necessary by the failure of
performance, the termination or default of the Construction
Manager; by default of a Contractor; by major defects or defi-
ciencies in the Work of any Contractor; or by failure of perfor-
mance of either the Owner or any Contractor under the Contracts
for Construction.
1.7.14 Providing extensive assistance in the utilization of
any equipment or system such as initial start -up or testing,
adjusting and balancing, preparation of operation and maintenance
manuals, training personnel for operation and maintenance, and
consultation during operation.
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1.7.15 Providing services after issuance to the Owner of
the final Project Certificate for Payment, or in the absence of a
final Project Certificate for Payment, more than sixty days after
the Date of Substantial Completion of the Project.
1.7.16 Preparing to serve or serving as a witness in
connection with any public hearing, arbitration proceeding or
legal proceeding.
1.7.17 Providing services of consultants for other than the
normal architectural, structural, mechanical and electrical
engineering services for the Project.
1.7.18 Providing any other services not otherwise included
in this Agreement or not customarily furnished in accordance with
generally accepted architectural practice.
1.8 Time
1.8.1 The Architect shall perform Basic and Additional
Services as expeditiously as is consistent with professional
skill and care and the orderly progress of the Project. Upon
request of the Owner, the Architect shall submit for the Owner's
approval a schedule for the performance of the Architect's
services which shall be adjusted as required as the Project
proceeds, and which shall include allowances for periods of time
required for the Owner's review and approval of submissions and
for approvals of authorities having jurisdiction over the
Project. The Architect shall consult with the Construction
Manager to coordinate the Architect's time schedule with the
Project Schedule. This schedule, when approved by the Owner,
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shall not, except for reasonable cause, be exceeded by the
Architect.
ARTICLE 2
THE OWNER'S RESPONSIBILITIES:
2.1 The Owner shall provide full information regarding
requirements for the Project, including a program which shall set
forth the Owner's design objectives, constraints and criteria,
including space requirements and relationships, flexibility and
expandability, special equipment and systems and site require-
ments.
2.2 The Owner shall provide a budget for the Project based
on consultation with the Architect and the Construction Manager,
which shall include contingencies for bidding, changes during
construction and other costs which are the responsibility of the
Owner. The Owner shall, at the request of the Architect P rovide
a statement of funds available for the Project and their source.
2.3 The Owner shall designate a representative authorized
to act in the Owner's behalf with respect to the Project. The
Owner, or such authorized representative, shall examine the
documents submitted by the Architect and shall render decisions
pertaining thereto promptly to avoid unreasonable delay in the
progress of the Architect's services.
2.4 The Owner shall retain a construction manager to manage
the Project. ect . Owner-
Construction
The Terms and Conditions of the Owner Construction
Manager Agreement will be furnished to the Architect and will not
14
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be modified without written consent of the Architect, which
consent shall not be unreasonably withheld. Actions taken by the
Construction Manager as agent of the Owner shall be the acts of
the Owner, and.the Architect shall not be responsible for them.
2.5 The Owner shall furnish a legal description and a
certified land survey of the site, giving, as applicable, grades
and lines of streets, alleys, pavements and adjoining property;
rights -of -way restrictions, easements, encroachments, zoning,
deed restrictions, boundaries and contours of the site; loca-
tions, dimensions and complete data pertaining to existing
buildings, other improvements and trees; and full information
concerning available service and utility lines both public and
private, above and below grade, including inverts and depths.
2.6 The Owner shall furnish the services of soil engineers
or other consultants when such services are deemed necessary by
the Architect. Such services shall include test borings, test
pits, soil bearing values, percolation tests,. air and water
pollution tests, ground corrosion and resistivity tests including
necessary operations for determining subsoil, air and water
conditions, and reports and appropriate professional recommenda-
tions.
2.7 The Owner shall furnish structural, mechanical, chemi-
cal and other laboratory tests, inspections and reports as
required by law or the Contract Documents.
2.8 The Owner shall furnish such legal, accounting and
insurance counseling services as may be necessary for the Pro-
ject, including such auditing services as the Owner may require
15
to verify the Project Applications for Payment or to ascertain
how or for what purposes the Contractors have used the monies
paid by or on behalf of the Owner.
2.9 The services, information, surveys and reports required
by Paragraphs 2.5 through 2.8, inclusive, shall be furnished at
the Owner's expense, and the Architect shall be entitled to rely
upon their accuracy and completeness.
2.10 If the Owner observes or otherwise becomes aware of
any fault or defect in the Project, or nonconformance with the
Contract Documents, prompt written notice thereof shall be given
by the Owner to the Architect and the Construction Manager.
2.11 The Owner shall furnish the required information and
services and shall render approvals and decisions as expeditious-
ly as necessary for the orderly progress of the Architect's
services and Work of the Contractors.
ARTICLE 3
CONSTRUCTION COST:
3.1 Definition
3.1.1 The Construction Cost shall be the total cost or
estimated cost to the Owner of all elements of the Project
designed or specified by the Architect.
3.1.2 The Construction Cost shall also include at current
market rates, including a reasonable allowance for overhead and
profit, the cost of labor and materials furnished by the Owner
16
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and any equipment which has been designed, specified, selected or
specially provided for by the Architect.
3.1.3 Construction Cost does not include the compensation
for the Architect and the Architect's consultants, the cost of
the land, rights -of -way, or other costs which are the responsi-
bility of the Owner as provided in Article 2.
3.2 Responsibility for Construction Cost
3.2.1 The Architect, as a design professional familiar with
the construction industry, shall assist the Construction Manager
in evaluating the Owner's Project budget and shall review the
estimates of Construction Cost prepared by the construction
Manager. It is recognized, however, that neither the Architect,
the Construction Manager nor the Owner has control over the cost
of labor, materials or equipment, over the Contractors' methods
of determining Bid prices, or over competitive bidding, market or
negotiating conditions. Accordingly, the Architect cannot and
does not warrant or represent that Bids or negotiated prices will
not vary from the Project budget proposed, established or ap-
proved by the Owner, if any, or from the estimate of Construction
Cost or other cost estimate or evaluation prepared by the Con -
struction Manager.
3.2.2 No fixed limit of Construction Cost shall be estab-
lished as a condition of this Agreement by the furnishing,
proposal or establishment of a Project budget under Subparagraph
1.1.2 or Paragraph 2.2, or otherwise, unless such fixed limit has
been agreed upon in writing and signed by the parties to this
Agreement. If such a fixed limit has been established, the
17
Construction Manager will include contingencies for design,
bidding and price escalation, and will consult with the Architect
to determine what materials, equipment, component systems and
types of construction are to be included in he Contract Docu-
ments, to make reasonable adjustments in the scope of the
Project, and to include in the Contract Documents alternate Bids
to adjust the Construction Cost to the fixed limit. Any such
fixed limit shall be increased in the amount of any increase in
the Contract Sums occurring after the execution of the Contracts
for Construction.
3.2.3 If Bids are not received within the time scheduled at
the time the fixed limit of Construction Cost was established,
due to causes beyond the Architect's control, any fixed limit of
Construction Cost established as a condition of this Agreement
shall be adjusted to reflect any change in the general level of
prices in the construction industry between the originally
scheduled date and the date on which Bids are received.
3.2.4 If a fixed limit of Construction Cost (adjusted as
provided in Subparagraph 3.2.3) is exceeded by the sum of the
lowest figures from bona fide Bids or negotiated proposals, plus
the Construction Manager's estimate of other elements of Con-
struction Cost for the Project, the Owner shall (1) give written
approval of an increase in such fixed limit, (2) authorize
rebidding or renegotiation of the Project or portion of the
Project within a reasonable time, (3) if the Project is aban-
doned, terminate in accordance with Paragraph 10.2, or (4)
cooperate in revising the Project scope and quality as required
18
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to reduce the Construction Cost. In the case of item (4), the
Architect shall modify the Drawings and Specifications as neces-
sary to comply with the fixed limited, without additional cost to
the Owner if the Architect has concurred in the Construction
Manager's estimate of Construction Cost, but subject to compensa-
tion as an Additional Service under Subparagraph 1.7.9 if the
Architect has not so concurred. The providing of such service
shall be the limit of the Architect's responsibility arising from
the establishment of such fixed limit, and having done so, the
Architect shall be entitled to compensation for all services
performed in accordance with this Agreement, whether or not the
construction Phase is commenced.
ARTICLE 4
DIRECT PERSONNEL EXPENSE
4.1 Direct Personnel Expense is defined as the direct
salaries of all the Architect's personnel engaged on the Project,
and the portion of the cost of their mandatory and customary
contributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick
leave, holidays, vacations, pensions and similar contributions
and benefits.
19
ARTICLE 5
REIMBURSABLE EXPENSES
5.1 Reimbursable Expenses are in addition to the compensa-
tion for Basic and Additional Services and include actual expen-
ditures made by the Architect and the Architect's employees and
consultants in the interest of the Project for the expenses
listed in the following Subparagraphs:
5.1.1 Expense of transportation in connection with the
Project; living expenses in connection with out -of -town travel;
long distance communications; and fees paid for securing approv-
als of authorities having jurisdiction over the Project.
5.1.2 Expense of reproductions, postage and handling
of Drawings, Specifications and other documents, excluding
reproductions for the office use of the Architect and the Archi-
tect's consultants.
5.1.3 Expense of data processing and photographic
production techniques when used in connection with Additional
Services.
5.1.4 If authorized in advance by the Owner, expense
of overtime work requiring higher than regular rates.
5.1.5 Expense of renderings, models and mock -ups
requested by the Owner.
5.1.6 Expense of any additional insurance coverage or
limits, including professional liability insurance, requested by
the Owner in excess of that normally carried by the Architect and
the Architect's consultants.
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ARTICLE 6
PAYMENTS TO THE ARCHITECT
6.1 Payments on Account of Basic Services
6.1.1 An initial payment as set forth in Paragraph
14.1 is the minimum payment under this Agreement.
6.1.2 Subsequent payments for Basic Services shall be
made monthly and shall be in proportion to services performed
within each Phase of services, on the basis set forth in Article
14, except that Owner shall withhold 5 percent of Architect's
Basic Compensation until 30 days after Substantial Completion of
the Project.
6.1.3 If and to the extent that the period initially
established for the Construction Phase of the Project is exceeded
or extended through no fault of the Architect, compensation for
Basic Services required for such extended period of Administra-
tion of the Construction Contracts shall be computed as set forth
in Paragraph 14.4 for Additional Services.
6.1.4 If any portions of the Project are deleted or
otherwise not constructed, compensation for such portions of the
Project shall be payable to the extent services are performed on
such portions, in accordance with the schedule set forth in
Subparagraph 14.2.2, based on (1) the lowest figures from bona
fide Bids or negotiated proposals, or (2) if no such Bids or
proposals are received, the most recent estimate of Construction
Cost for such portions of the Project.
21
6.2 Payments on Account of Additional Services
6.2.1 Payments on account of the Architect's Addition-
al Services, as defined in Paragraph 1.7, and for Reimbursable
Expenses, as defined in Article 5, shall be made monthly upon
presentation of the Architect's statement of services rendered or
expenses incurred.
6.3 Payments Withheld
6.3.1 No deductions shall be made from the Architect's
compensation on account of penalty, liquidated damages or other
sums withheld from payments to Contractors, or on account of
changes in Construction Cost other than those for which the
Architect is held legally liable.
6.4 Project Suspension or Abandonment
6.4.1 If the Project is suspended or abandoned in
whole or in part for more than three months, the Architect shall
be compensated for all services performed prior to receipt of
written notice from the Owner of such suspension or abandonment,
together with Reimbursable Expenses then due and all Termination
Expenses as defined in paragraph 10.4. If the Project is resumed
after being suspended for more than three months, the Architect's
compensation shall be equitably adjusted.
22
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ARTICLE 7
ARCHITECT'S ACCOUNTING RECORDS
7.1 Records of Reimbursable Expenses and expenses pertain-
ing to Additional Services and services performed on the basis of
a Multiple of Director Personnel Expense shall be kept on the
basis of generally accepted accounting principles and shall be
available to the Owner or the Owner's authorized representative
at mutually convenient times.
ARTICLE 8
OWNERSHIP AND USE OF DOCUMENTS
. 8.1 All Drawings and Specifications prepared during the
Design Development and Construction Documents Phases but which
are not included in the Contract Documents incorporated into the
agreement between Owner and Contractor (Drawings and Specifica-
tions prepared by Architect but excluded from he Project prior to
establishment of the Guaranteed Maximum Price) shall remain the
property of the Architect.
8.2 All other Drawings and Specifications pecificatiorrs prepared pursuant
to this Agreement (Drawings and Specifications which become a
part of the Contract Documents incorporated into the agreement
between Owner and Contractor) shall be the joint property of
Owner and Architect, provided, however, the rights of ownership
shall be limited as follows:
23
• 8.2.1 Owner may utilize the Drawings and Specifica-
tions with respect to construction, maintenance, repair and
modification of the Project. The Owner agrees to defend, indemni-
fy and hold'Architect harmless from and against any and all
costs, claims, expenses, actions or causes of actions or any
liability arising out of or connected with the use of the docu-
ments, diagrams, sketches, surveys, design calculations, work
drawings or any other materials created or otherwise prepared by
the Architects as a part of its performance of this Agreement
arising out of or connected with the use of such documents if the
Owner does not employ the Architect to perform the necessary
professional services with respect to construction, maintenance,
repair and modification of the Project.
8.2.2 Owner may utilize the Drawings and Specifica-
tions with respect to another project if Owner engages Architect
of record to perform architectural services with respect thereto
at a reduced fee to be negotiated.
8.2.3 Architect may utilize any of the constituent parts of
the Drawings and Specifications on any other project except for
any unique or distinctive architectural components or effects
which taken independently or in combination would produce a
project with substantially similar and distinctive features.
8.3 Submission or distribution of Drawings and Specifica-
tions to meet official regulatory requirements or for other
purposes in connection with the Project is not to be construed as
publication in derogation of the Architect's rights.
24
ARTICLE 9
RESERVED
ARTICLE 10
TERMINATION OF AGREEMENT
10.1 This Agreement may be terminated by either party upon
seven days' written notice should the other party fail substan-
tially to perform in accordance with its terms through no fault
of the party initiating the termination.
10.2 This Agreement may be terminated by the Owner upon at
least seven days' written notice to the Architect in the event
that the Project is permanently abandoned.
10.3 In the event of termination not the fault of the
Architect, the Architect shall be compensated for all services
performed to the termination date, together with Reimbursable
Expenses then due and all Termination Expenses as defined in
Paragraph 10.4.
10.4 Termination Expenses include expenses directly attrib-
utable to termination for which the Architect is not otherwise
compensated, plus an amount computed as a percentage of the total
Basic and Additional Compensation earned to the time of termina
tion, as follows:
25
1. 20 ercent if termination
P i occurs during the
Schematic Design Phase; or
2. 10 percent if termination occurs during the Design
Development Phase; or
3. 5 percent if termination occurs during any subse-
quent Phase.
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 Unless otherwise specified, this Agreement shall be
governed by the law of the principal place of business of the
Architect.
11.2 Terms in this Agreement shall have the same meaning as
those in the 1980 Edition of AIA Document A201 /CM, General
Conditions of the Contract for Construction, Construction Manage-
ment Edition.
11.3 As between the parties to this Agreement: as to all
acts or failures to act by either party to this Agreement, any
applicable statute of limitations shall commence to run and any
alleged cause of action shall be deemed to have accrued in any
and all events not later than the relevant Date of Substantial
Completion of the Project, and as to any acts or failures to act
occurring after the relevant Date of Substantial Completion of
the Project, not later than the date of issuance of the final
Project Certificate for Payment.
26
11.4 The Owner and the Architect waive all rights against
each other, and against the contractors, consultants, agents and
employees of the other, for damages covered by any property
insurance during construction, as set forth in the 1980 Edition
of AIA Document A201 /CM, General Conditions of the Contract for
Construction, Construction Management Edition. The Owner and the
Architect shall each require appropriate similar waivers from
their contractors, consultants and agents.
ARTICLE 12
_SUCCESSORS AND ASSIGNS
12.1 The Owner and the Architect, respectively, bind
themselves, their partners, successors, assigns and legal repre-
sentations to the other party to this Agreement, and to the
partners, successors, assigns and legal representatives of such
other party with respect to all covenants of this Agreement.
Neither the Owner nor the Architect shall assign, sublet or
transfer any interest in this Agreement without the written
consent of the other.
ARTICLE 13
EXTENT OF AGREEMENT
13.1 This Agreement represents the entire and integrated
agreement between the Owner and the Architect and supersedes all
27
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prior negotiations, representations or agreements, either written
or oral. This Agreement may be amended only by written instru-
ment signed by both the Owner and the Architect.
13.2 Nothing contained herein shall be deemed to create any
contractual relationship between the Architect and the Construc-
tion Manager or any of the Contractors, Subcontractors or materi-
al suppliers on the Project; nor shall anything contained in this
Agreement be deemed to give any third party any claim or right of
action against the Owner or the Architect which does not other-
wise exist without regard to this Agreement.
ARTICLE 14
BASIS OF COMPENSATION
The Owner shall compensate the Architect for the Scope of
Services provided in accordance with Article 6, Payments to the
Architect, and the other Terms and Conditions of this Agreement,
as follows:
14.1 An initial payment of Zero Dollars ($0.00) shall be
made upon execution of this Agreement.
14.2 Basic Compensation
14.2.1 For basic services, as described in Paragraphs
1.1 through 1.5, and any other services included in Article 15 as
part of Basic Services, Basic Compensation shall be computed as
follows:
14.2.1.1 If Construction Cost is at least
$3,500,000 but less than $4,000,000, Basic Compensation
28
shall be $225,000. If Construction Cost is at least
$4,000,000 but less than $4,500,000, Basic Compensation
shall be $240,000. If Construction Cost is $4,500,000 or
more, Basic Compensation shall be $240,000 plus 3 percent of
Construction Cost in excess of $4,500,000 unless Construc-
tion Cost increases above $4,500,000 are caused by a major
change in the scope of the Project as defined herein. If
Owner makes a major change in the scope of the Project which
causes Construction Cost to exceed $4,500,000, Basic Compen-
sation shall be 6 percent of the Construction Cost in excess
of $4,500,000 which was caused by the major scope change.
For purposes of this Subparagraph, a major change in the
scope of the Project is one which deviates substantially
from the preliminary program as set forth in Exhibit A.
14.2.1.2 If Construction Cost is less than
$3,500,000, Basic Compensation shall be 6.5 percent of
Construction Cost.
14.2.2 Where compensation is based on a Stipulated Sum
or Percentage of Construction Cost, payments for Basic Services
shall be made as provided in Subparagraph 6.1.2, so that Basic
Compensation for each Phase shall equal the following percentages
of the total Basic Compensation payable:
Feasibility Phase 5 percent
Schematic Design Phase 13 percent
Design Development Phase 25 percent
Construction Documents Phase 37 percent
Construction Phase 20 percent
29
1
14 .3 For Project Representation Beyond Basic Services as
described in - Paragraph 1.6, compensation shall be computed
separately in accordance with Subparagraph 1.6.2.
14.4 Compensation for Additional Services
14.4.1 For Additional Services of the Architect as
described in Paragraph 1.7, and any other services included in
Article 15 as part of Additional Services, but excluding Addi-
tional Services of consultants, compensation shall be computed
based on hourly service rates as follows:
Principal $75.00
Project Manager (Senior Professional) $65.00
Project Architect (Professional) $55.00
Interior Designer $45.00
Drafter (Technician) $35.00- $50.00
Clerical $25.00- $35.00
14.4.2 For Additional Services of Consultants includ-
ing additional structural, mechanical and electrical engineering
services and those provided under Subparagraph 1.7.17 or identi-
fied in Article 15 as part of Additional Services, a multiple of
1.0 times the amounts billed to the Architect for such services.
14.5 For Reimbursable Expenses as described in Article 5,
and any other items included in Article 15 as Reimbursable
Expenses, a multiple of 1.0 times the amounts expended by the
Architect, for Architect's employees and consultants in the
interest of the Project; provided, however, that Reimbursable
Expenses shall not exceed $5,000 without the prior written
approval of the Owner.
30
14.6 Payments due the Architect and unpaid for 30 days
under this Agreement shall bear interest from the date payment is
due at 9 percent per annum.
14.7 The Owner and the Architect agree in accordance with
the Terms and Conditions of this Agreement that:
14.7.2 IF THE SERVICES covered by this Agreement have
not been completed within 18 months of the date hereof, through
no fault of the Architect, the amounts of compensation, rates and
multiples set forth herein shall be equitably adjusted.
ARTICLE 15
OTHER CONDITIONS OR SERVICES
15.1 It is understood that the drawings for all buildings
will proceed at the same time and construction will be completed
within an 18 month period after commencement.
15.2 The buildings will not be placed on the National
Historic Register at this time and related work for certification
is not part of this Contract.
15.3 Architect will retain Blumentals /Architecture, Inc. as
an Associate Architect under a separate agreement.
15.4 Services related to the following are Additional
Services as defined in Paragraph 1.7:
-- Tenant improvements, tenant spaces.
Interior Design; if provided, fees for this work
will be negotiated under a separate Contract.
31
-- Conceptual design studies exceeding the amount
designated in the Basic Services.
-- Kitchen, food service facilities, and related
consultants, other than for the Horse Barn banquet
facility.
-- Leasing aids, brochures, etc.
-- Parking ramp facilities.
15.5 Architect shall provide as Basic Services services to
investigate existing conditions or facilities, or to make mea-
sured drawings thereof, or to verify the accuracy of drawings or
other information furnished by the Owner.
15.6 Change Orders (reference Article 1.7.10) -- Additional
fees will not be charged for the processing of minor Change
Orders. Minor Change Orders shall be defined as those requiring
no more than four hours of professional time per Change Order.
15.7 The Owner will be provided with twelve (12) sets of
Contract Documents (plans and specifications) as part of the base
contract.
15.8 Civil Engineering services are not part of this
Contract. Engineering related to site grading and underground
utilities will be provided under a separate Contract with the
City.
15.9 The Architect will prepare a set of reproducible
record drawings showing significant changes in Work made during
construction based on marked -up prints, drawings and other data
furnished to the Architect.
32
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r
15 .10 As part of Basic Services, Architect shall provide
Owner with an overall 1:20 scale site model and one colored
rendering of the Project.
15.11 Hazardous Materials
15.11.1 The term "Hazardous Materials" includes, but
is not limited to, asbestos, toxic chemicals, waste acids,
alkalis, irritants, contaminants or other pollutants.
15.11.2 The Architect has no duty to discover or
detect the presence of any Hazardous Materials at or near the
site at any time prior to, during or after the design or con-
struction of the Project.
15.11.3 If Hazardous Materials are discovered by the
Architect, its- only obligation is to disclose that information to
the Owner. If the Owner knows or discovers that Hazardous
Materials is specified by the Architect for us in the construc-
tion of the Project, the Owner will disclose that fact to the
Architect.
15.11.4 If a project, material or process known by the
Architect to contain or involve the use of Hazardous Materials is
specified by the Architect for use in the construction of the
Project, the Architect will disclose that fact to the Owner.
15.11.5 The services provided by the Architect pursu-
ant to this agreement do not include the identification, sam-
pling, testing, abatement, replacement or removal of a product,
material or process containing or involving the use of a Hazard-
.
ous Material.
0
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15.11,6 Architect shall have no liability for injuries
or damages arising out of the presence of Hazardous Wastes at or
near the site unless such injuries or damages are caused by
Architect's failure to inform the Owner of its discovery of
Hazardous Materials as required by Subparagraph 15.11.3 and Owner
agrees to indemnify and hold Architect harmless of and from any
injuries or damage incurred by itself, its employees or its
consultants by reason of such Hazardous Wastes unless caused by
Architect's failure to inform Owner as required by Subparagraph
15.11.3. Except in the case of direct and causative negligence
of Architect, its employees or consultants, architect shall not
be liable to Owner for injuries or damages arising out of the use
of any product, material or process containing or involving the
use of a Hazardous Material in the construction of the Project;
it being understood and agreed that the Architect, its employees
and /or consultants are not liable to the Owner for any claims
based on the selection or manner of use of any product, materials
or process containing or involving the use of a Hazardous Materi-
al in the construction of the Project.
15.12. The builder's risk coverages of Contractors and
Subcontractors shall name specifically as named insured the
Owner, Architect, its Consultants, Construction Manager, and all
prime Contractors and shall include as insureds all subcontrac-
tors and suppliers at the job site.
34
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This Agreement entered into as of the day and year first
written above.
OWNER ARCHITECT
0007ag06.n41
35
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EXHIBIT A
EARLE BROWN FARM PROGRAM
The hippodrome will be developed as a multipurpose facility. We envision
using this facility for banquets, seating as many as 1200 if possible, to a
trade show arena. I would estimate the facility would accommodate
approximately 100 booths.- Other activities contemplated for the hippodrome
would include weddings, dances, musical entertainment, perhaps like the
Carlton, exercise. classes, and so forth. Design of the hippodrome should
anticipate dividing the room up to accommodate several smaller groups on given
occasions.
The stable, which is physically connected to the hippodrome, would encompass
kitchen facilities for banquets and quite possibly a restaurant in the main
entryway to the stable. The northern most wing would most likely be office
space. Most likely, we will have only one tenant for the office space in the
stable. The loft areas of the stable would function as storage space for the
hippodrome.
The G and H barns located to the north end of the project would be office
space. We anticipate the design would connect the two buildings, but that
would be subject to tenant needs and the architects review and suggestions.
Orientation of the G and H buildings could be changed to accommodate design
needs.
The housing complex which includes the main house, the farm house, and the
guest house will be developed as a "bed and breakfast" facility. Special
attention to this will be of primary concern to the Brooklyn Historical
Society. Consideration should be given to incorporation historical artifacts
and possibly the restoration of a room to be roped off from the public. Note,
the design of the "bed and breakfast" must take priority, however.
The D barn will function as an office building dependent upon certain budget
considerations. The blacksmith's shop, located outside of the property, would
be moved onto the site and used as a senior drop -in center, budget allowing.
If not, the D barn would function as an artist's loft and senior drop -in
center.
The bunk house will be used in conjunction with the "bed and breakfast" or the
senior drop -in center. .Along with the cooks shed and the pump house (water
tower), uses of the buildings should be supportive of the other uses as
determined in the design phase. For example, the cook's shed could provide
storage space etc.
I have presented you with a broad outline of intended uses for the buildings
on the farm. Obviously, as we start the design process and tenants are
identified some modifications can be anticipated; however, I do not foresee
any significant changes in this program. It would be our preference to
complete this project in a single phase.
T
WATER BLACKSMITt
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BUNK
HOUSE
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_ FARM �•-- -.
0 MAIN HOUSE fiOUSE GUEST
G GE HOUSE
1 D BARN
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STABLE
HIPPODROME
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