1
Exhibit 10.3
STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT
WHERE THE CONSTRUCTION MANAGER IS NOT A CONTRACTOR -
CONSTRUCTION MANAGER - ADVISER EDITION
AIA DOCUMENT B141/CMa - ELECTRONIC FORMAT
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THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY
IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
This document is intended to be used in conjunction with the 1992 editions of
AIA Documents B801/CMa, A101/CMa and A201/CMa.
Copyright 1975, 1980, 1992 by the American Institute of Architects, 1735 New
York Avenue, N.W. Washington D.C. 20006-5292. Reproduction of the material
herein or substantial quotation of its provisions without the written
permission of the AIA violates the copyright laws of the United States and
will subject the violator to legal prosecution.
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AGREEMENT
made as of December 1997
(In words, indicate day, month and year.)
BETWEEN the Owner:
(Name and address)
The Resort at Summerlin Limited Partnership, a Nevada limited partnership
3330 West Desert Inn Road, Unit #5
Las Vegas, Nevada 89102
and the Architect:
(Name and address)
Paul Steelman, Ltd.
3330 West Desert Inn Road
Las Vegas, Nevada 89102
for the following Project:
(Include detailed description of Project, location, address and scope.)
The Resort at Summerlin - Hotel, Casino & Entertainment Complex more
particularly described as follows: A luxury Hotel of approximately 300 rooms
and an additional 300 rooms as described in the attached Exhibit A, and a
47,000 square foot Casino, along with a Convention Center, Parking Garage,
Restaurants, Health Spa, Retail Shops, the entire 54.5 acre site on which the
Complex is to be located, and related furniture, furnishings, and equipment.
The Construction Manager will be designated by Owner after the execution of
this Agreement.
(Name and address)
The Owner and Architect agree as set forth below.
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION
MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 THE AMERICAN
INSTITUTE OF ARCHITECTS, 1725 NEW YORK AVENUE N.W., WASHINGTON, D.C.
20006-5292; Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution.
Electronic Format B141/CMa-1992
User Document. FORM - 12/29/1997. AIA License Number 105525,
which expires on 6/30/1998 - Page #1
2
TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services performed by the
Architect. Architect's employees and Architect's consultants as enumerated in
Articles 2 and 3 of this Agreement and any other services included in Article
12.
1.1.2 The Architect's services shall be provided in conjunction with the
services of a Construction Manager as described in the edition of AIA Document
B801/CMa, Standard Form of Agreement Between Owner and Construction Manager,
current as of the date of this Agreement.
1.1.3 Architect shall exercise a high degree of care and diligence in the
rendition of all services under this Agreement in accordance with the highest
professional standards prevailing in the state of Nevada, and all of the
Architect's services under this Agreement shall be performed as expeditiously
as is consistent with said standards. The Architect shall submit for the
Owner's approval and the Construction Manager's information a schedule for the
performance of the Architect's services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the
Owner's and Construction Manager's review and for approval of submissions by
authorities having jurisdiction over the Project. Time limits established by
this schedule approved by the Owner shall not, except for reasonable cause be
exceeded by the Architect or Owner. Any adjustment to the schedule shall be
void and of no force and effect until such adjustments are agreed to in writing
by Owner. Such agreements shall only be binding on Owner if signed by the
president of the general partner of Owner. Such position is currently held by
Mr. Brian McMullan. Mr. McMullan may delegate this authority, or the authority
to sign any other agreement or approval which is expressly required by this
Agreement to be signed by the president of Owner's general partner, in writing
to another officer of Owner's general partner, and Architect may rely on such
delegation.
1.1.4
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basic Services consist of those described in Paragraphs
2.2 through 2.6 and any other services identified in Article 12 as part of
Basic Services, and include, without limitation, normal structural, mechanical
and electrical engineering services.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect shall review the program, schedule and construction
budget furnished by the Owner to ascertain the requirements of the Project and
shall arrive at a mutual understanding of such requirements with the Owner.
2.2.2 The Architect shall review with the Owner and Construction Manager
proposed site use and improvements; selection of materials, building systems
and equipment, and methods of Project delivery.
2.2.3 The Architect shall review with the Owner and Construction Manager
alternative approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and construction
budget requirements, the Architect shall prepare, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents
illustrating the scale and relationship of Project components.
INSERT A: The Schematic Design Documents shall comply with all applicable
laws, statutes, ordinances, codes, orders, rules and regulations.
2.2.5 At intervals appropriate to the progress of the Schematic Design Phase
and mutually agreeable to the Owner, Construction Manager and Architect, the
Architect shall provide schematic design studies for the Owner's review and the
Construction Manager's information.
2.2.6
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AIA DOCUMENT B141/CMa -- OWNER-ARCHITECT AGREEMENT -- CONSTRUCTION MANAGER-
ADVISER EDITION -- 1992 EDITION -- AIA -- COPYRIGHT 1992 -- THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292;
Unlicensed photocopying violates U.S. copyright laws and is subject to legal
prosecution.
Electronic Format B141/CMa-1992
User Document FORM -- 12/29/1997, AIA License Number 105525, which expires on
6/30/1998 -- Page #2
3
2.2.7 Upon completion of the Schematic Design Phase, the Architect shall
provide drawings, outline specifications and other documents for the Owner's
approval and the Construction Manager's information.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments
authorized by the Owner in the program, schedule or construction budget, the
Architect shall prepare Design Development Documents for the Construction
Manager's review and the Owner's approval. The Design Development Documents
shall be based upon data and estimates prepared by the Construction Manager and
shall consist of drawings and other documents that establish and describe the
size and character of the Project as to architectural, structural, mechanical
and electrical systems, materials and such other elements as may be appropriate.
Insert B: The Design Development Documents shall comply with all applicable
laws, statues, ordinances, codes, orders, rules and regulations.
2.3.2 At intervals mutually agreeable to the Owner,Construction Manager and
Architect, the Architect shall provide drawings and other documents which
depict the current status of design development for the Owner's review and the
Construction Manager's information.
2.3.3 Upon completion of the Design Development Phase, the Architect shall
provide drawings, outline specifications and other documents for the Owner's
approval and the Construction Manager's information.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further
adjustments authorized by the Owner in the scope or quality of the project or in
the construction budget, the Architect, estimates prepared by the Construction
Manager, 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.
Insert C: The Construction Documents shall comply with all applicable laws,
statutes, ordinances, codes, rules and regulations.
2.4.2 At intervals mutually agreeable to the Owner, Construction Manager
and Architect, the Architect shall provide Drawings and Specifications for the
Owner's and the Construction Manager's review.
2.4.3 Upon completion of the Construction Documents Phase, the Architect
shall provide Construction Documents for the Owner's approval and the
Construction Manager's information.
2.4.4 The Architect shall in consultation with the Owner prepare the
necessary bidding information, and bidding forms and documents, and shall
assist in the preparation of the Contract for construction as defined below.
The Architect shall assist the Owner in issuing bidding documents to bidders
and conducting prebid conferences with prospective bidders. The Architect, with
the assistance of the Owner, shall respond to questions from bidders, and shall
issue addenda.
2.4.5 The Architect shall assist the Owner and Construction Manager in
connection with the Owner's responsibility for filing documents required for
the approval of governmental authorities having jurisdiction over the Project.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The Architect, following the Owner's approval of the Construction
Documents and of the Construction Manager's latest estimate of Construction
Cost, shall assist the Owner in obtaining bids or negotiated proposals and
assist in preparing contracts for construction.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Architect's responsibility to provide Basic Services for the
Construction Phase under this Agreement commences with the award of the
Contract for Construction and terminates upon the issuance to the Owner of the
final Project Certificate for Payment and the Owner's written acceptance of the
completed Project.
2.6.2 The Architect shall provide administration, as set forth below, of
all contracts relating to the Project, including, without limitation, the
Contract for Construction in cooperation with the Construction Manager as set
forth including the edition of AIA Document A201/CMa, General Conditions of the
Contract
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION
MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 2006-5292;
Unlicensed photocopying violates U.S. copyright laws and is subject to legal
prosecution.
Electronic Format B151/CMa-1992
User Document: FORM - 12/39/1997. AIA License Number 105525, which expires on
8/30/1998 - Page #3
4
for Construction. Construction Manager-Advisor Edition-current as of the date
of this Agreement, with such supplementary conditions or modifications as the
Owner may require (which Contract is referred to in this Agreement as the
"Contract for Construction").
2.6.3 Duties, responsibilities and limitations of authority of the Architect
shall not be restricted, modified or extended without written agreement of the
Owner and Architect, which agreement must be signed on behalf of Owner by the
president of Owner's general partner.
2.6.4 The Architect shall advise and consult with the Owner during the
Construction Phase, and until final payment for the Project is due. The
Architect shall have no authority to act on behalf of the Owner written
instrument.
2.6.5 The Architect shall visit the site at intervals appropriate to the stage
of construction or as otherwise agreed by the Owner and Architect in writing to
become familiar in detail with the progress and quality of the Work completed
and to determine in detail if the Work is proceeding in accordance with all the
requirements of the Contract Documents and all applicable laws, statutes,
ordinances, codes, rules, regulations, orders and decrees. However, the
Architect shall not be required to make exhaustive or continuous on-site
inspections to check the quality or quantity of the Work. On the basis of
on-site observations as an architect, the Architect shall keep the Owner
informed of the progress and quality of the Work, and shall endeavor to guard
the Owner against defects and deficiencies in the Work. (More extensive site
representation may be agreed to as an Additional Service, as described in
Paragraph 3.2.)
Insert D: Any defective Designs, Drawings, or Specifications furnished by the
Architect will be promptly corrected by Architect at no cost to the Owner. and
the Architect will promptly reimburse the Owner for all damages, if any,
resulting from the use of such defective Designs, Drawings, or Specifications.
The Owner's approval, acceptance, use of or payment for all or any part of the
Architect's services hereunder or of the Project itself shall in no way alter
the Architect's obligations or the Owner's rights hereunder.
2.6.6 The Architect shall not have control over or charge of and shall not be
responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the Work,
since these are the Contractors' responsibility under the Contracts for
Construction. The Architect shall not be responsible for the Contractors'
schedules or failure to carry out the Work in accordance with the Contract
Documents. The Architect shall not be responsible for the performance by the
Construction Manager of the services required by the Construction Manager's
agreement with the Owner. The Architect shall not have control over or charge of
acts or omissions of the Contractors, Subcontractors, or their agents or
employees, or of any other persons performing services or portions of the Work.
2.6.7 The Architect shall at all times have access to the Work wherever it is
in preparation or progress.
2.6.8
Insert E: Notwithstanding anything to the contrary in this Agreement, the Owner
may communicate with Contractors directly, and may communicate directly with
Architect's consultants. At the Owner's request, the Architect agrees to
communicate on behalf of the Owner with the Contractor, the Architect's
consultants, or the Construction Manager.
2.6.9 Based on the Architect's observations at the site of the Work and
evaluations of each Application for Payment, the Architect shall review and
certify the appropriate amounts due the Contractors within three (3) business
days after receipt of any Application for Payment, and shall, from time to time
upon the request of Owner, issue to Owner and/or Owner's lender any other
documents, certificates, instruments and information reasonably requested by
Owner or Owner's lender. Architect's duties and responsibilities under this
subparagraph shall be in strict compliance with the Architect's duties under
Paragraphs 9.4, 9.5 and subparagraph 9.6.1 of the General Conditions of the
Contract for Construction.
2.6.9.1 The Architect's certification for payment shall constitute a
representation to the Owner, based on the Architect's observations at the site
as provided in Subparagraph 2.6.5, on the recommendations of the Construction
Manager and on the data comprising any Applications for Payment, that, to the
best
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION
MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C.
20006-5292; Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution.
Electronic Format B141/CMa-1992
User Document: FORM - 12/29/1997. AIA License Number 105525,
which expires on 6/30/1998 - Page #4
5
of the Architect's knowledge, information and belief, the Work has progressed to
the point indicated and the quality of the Work is in accordance with the
Contract Documents. The foregoing representations are subject to Substantial
Completion, to results, minor deviations from the Contract Documents correctable
prior to completion. The issuance of a Certificate for Payment shall further
constitute a Architect's representation that the Contractor is entitled to
payment in the amount certified.
2.6.9.2 The issuance of a Certificate for Payment shall not be a representation
that the Architect has (1) reviewed construction means, methods, techniques,
sequences or procedures, from Subcontractors or (2) ascertained how or for what
purpose the Contractor has used money previously paid on account of the Contract
Sum under the Construction Contract.
2.6.10 The Architect shall have authority, after notification to the
Construction Manager, to reject Work which does not conform to the Contract
Documents. Whenever the Architect considers it necessary or advisable for
implementation of the intent of the Contract Documents, the Architect will have
the responsibility and authority, upon written authorization from the Owner, to
require additional inspection or testing of the Work in accordance with the
provisions of the Contract Documents, whether or not such Work is fabricated,
installed or completed provided, however, the Architect must obtain the Owner's
prior written approval of any such special inspections or testing. However,
neither this authority of the Architect nor a decision made in good faith either
to exercise or not to exercise such authority shall give rise to a duty or
responsibility of the Architect to the Construction Manager, Contractors,
Subcontractors, material and equipment suppliers, their agents or employees or
other persons performing portions of the Work.
2.6.11 The Architect shall review and approve or take other appropriate action
upon Contractors' submittals such as Shop Drawings, Product Data and Samples,
for the purpose of (1) compliance with applicable laws, statutes, ordinances,
codes, orders, rules, and regulations; and (2) determining whether or not the
Work, when completed, will be in compliance with the requirements of the
Contract Documents. The Architect's action shall be taken in accordance with the
schedule submitted to Owner pursuant to Subparagraph 1.1.3 hereof so as to
cause no delay in the Contractors' Work or in construction by the Owner's own
forces, while allowing sufficient time in the Architect's professional judgment
to permit adequate review. Review of such submittals is not conducted for the
purpose of determining the accuracy and completeness of other details such as
dimensions and quantities or for substantiating instructions for installation or
performance of equipment or systems designed by the Contractors, all of which
remain the responsibility of the Contractors to the extent required by the
Contract Documents. The Architect's review shall not constitute approval of
safety precautions or, unless otherwise specifically stated by the Architect, of
construction means, methods, techniques, sequences or procedures. The
Architect's approval of a specific item shall not indicate approval of an
assembly of which the item is a component. When professional certification of
performance characteristics of materials, systems or equipment is required by
the Contract Documents, the Architect shall be entitled to rely upon such
certification to establish that the materials, systems or equipment will meet
the performance criteria required by the Contract Documents.
2.6.12 The Architect shall review and sign or take other appropriate action on
Change Orders and Construction Change Directives prepared by the Construction
Manager for the Owner's approval and execution in accordance with the Contract
Documents, such Owner's approval to be evidenced by a written approval signed by
the President of Owner's general partner.
2.6.13 The Architect may authorize minor changes in Work not involving an
adjustment in a Contract Sum or an extension of a Contract Time which are not
inconsistent with the intent of the Contract Documents. Such changes shall be
effected by written order issued through the Construction Manager.
2.6.14 The Architect, assisted by the Construction Manager, shall conduct
inspections to determine the date or dates of Substantial Completion and the
date of final completion. The Architect shall forward to the Owner warranties
and similar submittals required by the Contract Documents which have been
received from the Construction Manager. The Architect shall issue a final
Project Certificate for Payment upon compliance with the requirements of the
Contract Documents.
2.6.15 The Architect shall interpret and provide recommendations concerning
performance of the Owner and Contractor under the requirements of the Contract
Documents on written request of either the Owner
AIA DOCUMENT 8141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER
EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.: Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
Electronic Format B141/CMa-1992
User Document: FORM - 12/29/1997. AIA License Number 105525,
which expires on 6/30/1998 - Page #5
6
or Contractor. The Architect's response to such requests shall be made with
reasonable promptness but no later than five (5) days as provided in the
Contract for Construction, and
2.6.16 Interpretations and recommendations of the Architect shall be consistent
with the intent of and reasonably inferable from the Contract Documents and
shall be in writing or in the form of drawings. When making such
interpretations, the Architect shall endeavor to secure faithful performance by
both Owner and Contractors, shall not show partiality to either, and shall not
be liable for results of interpretations or recommendations so rendered in good
faith and in the absence of negligence.
2.6.17
2.6.18 The Architect shall render written recommendations within a reasonable
time on all claims, disputes or other matters in question between the Owner and
Contractors relating to the execution or progress of the Work as provided in
the Contract Documents.
2.6.19 The Architect's recommendations on claims, disputes or other matters,
including those in question between the Owner and Contractors, shall be subject
to litigation as provided in this Agreement and in the Contract Documents.
Insert F: 2.6.20 The Architect shall provide the Owner with ten (10) sets of
reproducible prints showing all significant changes to the Working Drawings
during the Construction Phase and shall also provide Owner with ten (10) sets
of reproducible as-built Drawings for the Owner's file.
ARTICLE 3
ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic
Services unless so identified in Article 12, and they shall be paid for by the
Owner as provided in this Agreement, in addition to the compensation for Basic
Services. The services described under Paragraphs 3.2, 3.3 and 3.4 shall only
be provided if authorized in advance in writing by Owner, such authorization to
be signed by the President of Owner's general partner under are required,
Insert G: Notwithstanding anything to the contrary in this Agreement, Owner
shall not be responsible to pay and the Architect shall not be entitled to
receive compensation for any Additional Service if such services were required
due to the fault of the Architect or the Architect's failure to perform in
accordance with the terms of this Agreement.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in
Subparagraph 2.6.5 is required, the Architect shall provide one or more Project
Representatives to assist in carrying out such additional on-site
responsibilities.
3.2.2 Project Representatives shall be selected, employed and directed by the
Architect, and the Architect shall be compensated therefor as agreed by the
Owner and Architect. The duties, responsibilities and limitations of authority
of Project Representatives shall be as described in the edition of AIA Document
B352 current as of the date of this Agreement, unless otherwise agreed.
3.2.3 Through the observations by such Project Representatives, the Architect
shall endeavor to provide further protection for the Owner against defects and
deficiencies in the Work, but the furnishing of such project representation
shall not modify the rights, responsibilities or obligations of the Architect
as described elsewhere in this Agreement.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making revisions in Drawings, Specifications, or other documents when
such major revisions are:
.1 inconsistent with approvals or instructions previously given by the Owner,
including revisions made necessary by adjustments in the Owner's program
or Project budget;
.2
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER
1992 EDITION - AIA -- COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292; Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
Electronic Format B141/CMa-1992
User Document: FORM - 12/29/1997. AIA License Number 105525, which expires on
6/30/1998 - Page #6
7
.3 required by the enactment or revision of codes, laws or
regulations subsequent to the preparation of such documents; or
.4 due to changes required as a result of the Owner's failure to
render decisions in a timely manner.
3.3.2 Providing services required because of significant changes in the
Project including, but not limited to, changes in size, quality, complexity,
the Owner's or Construction Manager's schedule, or the method of bidding or
negotiating and contracting for construction, except for services required
under Subparagraph 5.2.3.
3.3.3 Preparing Drawings, Specifications, and other documentation and
supporting data, evaluating Contractor's proposals, and providing other
services in connection with Change Orders and Construction Change Directives
unless such services are the result of Architect's failure to perform services
in accordance with this Agreement.
3.3.4 Providing services in connection with evaluating substitutions proposed
by Contractors and making subsequent revisions to Drawings, Specifications and
other documentation resulting therefrom, unless such proposals by Contractor
are the result of Architect's failure to perform services in accordance with
this Agreement.
3.3.5 Providing consultation concerning replacement of Work damaged by fire or
other cause during construction, and furnishing services required in connection
with the replacement of such Work.
3.3.6 Providing services made necessary by the termination or default of the
Construction Manager or a Contractor, by major defects or deficiencies in the
Work of a Contractor, or by failure of performance of either the Owner or a
Contractor under a Contract for Construction.
3.3.7
3.3.8 Providing services in connection with a public hearing, arbitration
proceeding or legal proceeding except where the Architect is party thereto.
3.3.9
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1
3.4.2 Providing financial feasibility or other special studies.
3.4.3 Providing planning surveys, site evaluations or comparative studies of
prospective sites.
3.4.4 Providing special surveys, environmental studies and submissions
required for approval of governmental authorities or others having jurisdiction
over the Project.
3.4.5 Providing services relative to future facilities, systems and equipment.
3.4.6
3.4.7
3.4.8
3.4.9 Providing services in connection with the work of separate consultants
retained by the Owner.
3.4.10
3.4.11 Providing detailed quantity surveys or inventories of material and
equipment.
3.4.12 Providing analyses of owning and operating costs.
3.4.13
3.4.14
3.4.15 Making investigations, inventories of materials or equipment, or
valuations and detailed appraisals of existing facilities.
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER
EDITION - AIA COPYRIGHT 1992 -- THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292; Unlicensed photocopying
violates U.S. copyright laws and is subject to legal prosecution.
Electronic Format B141/CMa-1992
User Document: FORM - 12/29/1997. AIA License Number 105525, which expires on
6/30/1998 - Page #7
8
3.4.16 Preparing a set of reproducible record drawings showing significant
changes in the Work made during construction based on marked-up prints, drawings
and other data furnished by Contractors.
3.4.17 Providing assistance in the utilization of equipment or systems such as
testing, adjusting and balancing, preparation of operation and maintenance
manuals, training personnel for operation and maintenance, and consultation
during operation.
3.4.18 Providing services after completion of the Construction Phase.
3.4.19
3.4.20 Providing any other services not otherwise included in this Agreement or
not customarily furnished in accordance with generally accepted architectural
practice.
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Architect regarding requirements for the
Project, including the Owner's contemplated objectives, schedule, constraints
and criteria, including space requirements and relationships, flexibility,
expandability, special equipment, systems, and site requirements.
4.2 The Owner shall consult with the Architect in order to establish and update
an overall budget for the Project based on consultation with the Construction
Manager and the Architect, which shall include the Construction Cost, the
Owner's other costs and reasonable contingencies related to all of these costs.
4.3
4.4 The Owner shall designate a representative authorized to act on the Owner's
behalf with respect to the Project. The Owner has currently designated Mr. Brian
McMullan. The Owner or such authorized representative shall render decisions in
a timely manner pertaining to documents submitted by the Architect in order to
avoid unreasonable delay in the orderly and sequential progress of the
Architect's services.
4.5 The Owner shall retain a construction manager to administer the Project.
The Construction Manager's services, duties and responsibilities will be as
described in the edition of AIA Document B801/CMa, Standard Form of Agreement
Between Owner and Construction Manager, current as of the date of this
Agreement. The Terms and Conditions of the Agreement between Owner and
Construction Manager shall be furnished to the Architect and shall not be
modified without written consent of the Architect, which consent shall not be
unreasonably withheld. The Architect shall not be responsible for actions taken
by the Construction Manager.
4.6 The Owner shall furnish surveys describing physical characteristics, legal
limitations and utility locations for the site of the Project, and a written
legal description of the site. The surveys and legal information shall include,
as applicable, grades and lines of streets, alleys, pavements and adjoining
property and structures; adjacent drainage; rights-of-way, restrictions,
easements, encroachments, zoning, deed restrictions, boundaries and contours of
the site; locations, dimensions and necessary data pertaining to existing
buildings, other improvements and trees; and information concerning available
utility services and lines, both public and private, above and below grade,
including inverts and depths. All the information on the survey shall be
referenced to a Project benchmark.
4.7 The Owner shall furnish the services of geotechnical engineers when such
services are requested by the Architect. Such services may include but are not
limited to test borings, test pits, determinations of soil bearing values,
percolation tests, evaluations of hazardous materials, and ground corrosion and
resistivity tests, including necessary operations for anticipating subsoil
conditions, with reports and appropriate professional recommendations. Owner
shall reimburse the Architect for expenses incurred by Architect for services
described in this paragraph.
4.7.1 The Owner shall furnish the services of other consultants when such
services are reasonably required by the scope of the Project and are requested
by the Architect provided that Owner shall retain such consultants only if such
consultants are not retained by the Architect as a part of the Basic Services
hereunder.
4.8 The Owner shall furnish structural, mechanical, chemical, air and water
pollution tests, tests for hazardous materials, and other laboratory and
environmental tests, inspections and reports required by law or the Contract
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER
EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecutions.
Electronic Format B141/CMa-1992
User Document: FORM -- 12/29/1997. AIA License Number 105525, which expires on
6/30/1998 -- Page #8
9
Documents. Owner shall reimburse the Architect for expenses incurred by
Architect for services described in this paragraph.
4.9 The Owner shall furnish all legal, accounting, and insurance
counseling services as may be necessary at any time for the Project, including
auditing services the Owner may require to verify the Contractor's Application
for Payment or to ascertain how or for what purposes the Contractor has used the
money paid by or on behalf of the Owner.
4.10 The services, information, surveys and reports required by Paragraphs
4.6 through 4.9 shall be furnished at the Owner's expense, and the Architect
shall be entitled to rely upon the accuracy and completeness thereof.
4.11 Prompt written notice shall be given by the Owner to the Architect
and Construction Manager if the Owner becomes aware of any fault or defect in
the Project or nonconformance with the Contract Documents.
4.12 The proposed language of certificates or certifications requested of
the Architect or Architect's consultants shall be submitted to the Architect
for review and approval at least 7 days prior to execution. The Owner shall not
request certifications that would require knowledge or services beyond the
scope of this Agreement.
4.13 The Owner shall furnish the required information and services and
shall render approvals and decisions as expeditiously as necessary for the
orderly progress of the Architect's services and Work of the Contractors.
4.14 The Owner shall furnish the Architect copies of written
communications with the Construction Manager and Contractors.
ARTICLE 5
CONSTRUCTION COST
5.1 DEFINITION
5.1.1 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.
5.1.2 The Construction Cost shall include the cost at current market rates
of labor and materials furnished by the Owner and equipment designed,
specified, selected or specially provided for by the Architect, plus a
reasonable allowance for the Contractors' overhead and profit. In addition, a
reasonable allowance for contingencies shall be included for market conditions
at the time of bidding and for changes in the Work during construction.
Construction Cost shall also include the compensation of the Construction
Manager and Construction Manager's consultants.
5.1.3 Construction Cost does not include the compensation of the Architect
and Architect's consultants, the costs of the land, rights-of-way, financing or
other costs which are the responsibility of the Owner as provided in Paragraphs
4.1 through 4.4 and 4.6 through 4.14.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 The Architect's review of the Owner's Project budget and of
preliminary estimates of Construction Cost or detailed estimates of
Construction Cost prepared by the Construction Manager is solely for the
Architect's guidance in the Architect's preparation of the Construction
Documents. Accordingly, the Architect cannot and does not warrant the accuracy
of the estimates of the Construction Manager, or warrant or represent that bids
or negotiated prices will not vary from the Owner's Project budget or from any
estimate of Construction Cost or evaluation reviewed by the Architect.
5.2.2 No fixed limit of Construction Cost shall be established as a
condition of this Agreement.
5.2.3 In the event that the Construction Manager's estimate or the lowest
bona fide bid or negotiated proposal received by the Owner exceeds the Owner's
budget for reasons other than those described in Paragraph 3.3, the
modification of Contract Documents shall be the limit of the Architect's
responsibility. The Architect shall be entitled to compensation in accordance
with this Agreement for all services performed whether or not the Construction
Phase is commenced.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the
Architect for this Project are instruments of the Architect's service for use
solely with respect to this Project and, unless otherwise provided, the
Architect shall be deemed the author of these documents and shall retain all
common law, statutory and other reserved rights, including the copyright. The
Owner shall be permitted to retain copies, including reproducible copies, of
the Architect's Drawings, Specifications and other documents for information
and reference in connection with the Owner's use and occupancy
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION
MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C.
20006-5292; Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution.
Electronic Format B141/CMA-1992
User Document: FORM -- 12/29/1997. AIA License Number 105525, which expires on
6/30/1998 -- Page #9
10
of the Project. The Architect's Drawings, Specifications or other documents
shall not be used by the Owner or Architect or others on other projects, for
additions to this Project or for completion of this Project by others, unless
the Architect is adjudged to be in default under this Agreement, except by
agreement in writing and with appropriate compensation to the Architect.
6.2 Submission or distribution of documents to meet official regulatory
requirements or for similar purposes in connection with the Project is not to
be construed as publication in derogation of the Architect's reserved rights.
ARTICLE 7
ARBITRATION
7.1
7.2
7.3
7.4
INSERT H: 7.5 LITIGATION
INSERT I: 7.5.1 Any controversy or Claim arising out of or related to this
Agreement, or the breach thereof, may be the subject of litigation.
INSERT J: 7.5.2 Except as otherwise provided in this Agreement, the Owner and
the Architect shall proceed diligently with the performance of this Agreement
and Owner shall continue to make payment in accordance with this Agreement
during litigation.
INSERT K: 7.5.3 WAIVER OF TRIAL BY JURY, OWNER AND ARCHITECT, TO THE FULLEST
EXTENT THAT THEY MAY LAWFULLY DO SO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR
PROCEEDING, INCLUDING WITHOUT LIMITATION ANY TORT ACTION, BROUGHT BY ANY PARTY
TO THIS AGREEMENT WITH RESPECT TO THIS AGREEMENT.
INSERT L: /s/ JM
INSERT M: Initials Initials
ARTICLE 8
TERMINATION SUSPENSION OR ABANDONMENT
8.1 This Agreement may be terminated by either party upon not less than seven
days written notice should the other party fail substantially to perform in
accordance with the terms of this Agreement through no fault of the party
initiating the termination.
8.2 If the Project is suspended by the Owner for more than 30 consecutive
days, the Architect shall be compensated for services performed prior to notice
of such suspension. When the Project is resumed, the Architect's compensation
shall be equitably adjusted to provide for expenses incurred in the
interruption and resumption of the Architect's services.
8.3 This Agreement may be terminated by the Owner upon not less than seven
days' written notice to the Architect in the event that the Project is
permanently abandoned. If the Project is abandoned by the Owner for more than
90 consecutive days, the Architect may terminate this Agreement by giving
written notice.
8.4 Failure of the Owner to make payments to the Architect in accordance with
this Agreement shall be considered substantial nonperformance and cause for
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION
MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C.
20006-5292; Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution.
Electronic Format B141/CMa-1992
User Document. FORM - 12/29/1997. AIA License Number 105525,
which expires on 6/30/1998 - Page #10
11
termination.
8.5 If the Owner fails to make payment when due the Architect for services and
expenses, the Architect may, upon seven days' written notice to the Owner,
suspend performance of services under this Agreement. Unless payment in full is
received by the Architect within seven days of the date of the notice, the
suspension shall take effect without further notice. In the event of a
suspension of services, the Architect shall have no liability to the Owner for
delay or damage caused the Owner because of such suspension of services.
8.6 In the event of termination not the fault of the Architect, the Architect
shall be compensated for services performed prior to termination, together with
Reimbursable Expenses then due Paragraph 8.7.
8.7
.1
.2
.3
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 Unless otherwise provided, this Agreement shall be governed by the law of
the place where the Project is located.
9.2 Except as otherwise specified in this Agreement, terms in this Agreement
shall have the same meaning as those in the Contract for Construction.
9.3
9.4 The Owner and Architect waive all rights against each other and against the
Construction Manager, Contractors, and the consultants, agents and employees of
any of them for damages, but only to the extent covered by property insurance
during construction, except such rights as they may have to the proceeds of
such insurance as set forth in the edition of AIA Document A201/CMa, General
Conditions of the Contract for Construction, Construction Manager-Adviser
Edition, current as of the date of this Agreement. The Owner and Architect each
shall require similar waivers from their Construction Manager, Contractors,
consultants, agents, and persons or entities awarded separate contracts
administered under the Owner's own forces.
9.5 The Owner and Architect, respectively, bind themselves, their partners,
successors, assigns and legal representatives 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 Owner
nor Architect shall assign this Agreement without the written consent of the
other, provided,however, that Owner may assign this Agreement as security for
any loan obtained in connection with the construction of the Project.
9.6 This Agreement represents the entire and integrated agreement between the
Owner and Architect and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by
written instrument signed by both Owner and Architect, and any such amendment
must be signed on behalf of Owner by the president of Owner's general partner.
The parties hereby waive the benefit of any provision of law which provides
that a contract shall be interpreted against the party who prepared the
contract.
9.7 Nothing contained in the Agreement shall create a contractual relationship
with or a cause of action in favor of a third party against either the Owner or
Architect.
9.8 Unless otherwise provided in this Agreement, the Architect and Architect's
consultants shall have no responsibility for the discovery, presence, handling,
removal or disposal of or exposure of persons to hazardous materials
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AIA DOCUMENT D141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION
MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C.
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution.
Electronic Format B141/CMa-1992
User Document: FORM - 12/29/1997. AIA License Number 105525, which expires on
6/30/1998 - Page #11
12
in any form at the Project site, including but not limited to asbestos,
asbestos products, polychlorinated biphenyl (PCB) or other toxic substances.
9.9 The Architect shall have the right upon the prior written consent of the
Owner to include representations of the design of the Project, including
photographs of the exterior and interior, among the Architect's promotional and
professional materials. The Architect's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the
Architect in writing of the specific information considered by the Owner to be
confidential or proprietary. The Owner shall provide professional credit for
the Architect on the construction sign and in the promotional materials for the
Project.
ARTICLE 10
PAYMENTS TO THE ARCHITECT
10.1 DIRECT PERSONNEL EXPENSE
10.1.1 Direct Personnel Expense is defined as the direct salaries of 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.
10.2 REIMBURSABLE EXPENSES
10.2.1 Reimbursable Expenses are in addition to compensation for Basic and
Additional Services and include expenses incurred by the Architect and
Architect's employees and consultants in the interest of the Project, as
identified in the following Clauses.
10.2.1.1 Expense of transportation in connection with the Project; expenses in
connection with authorized out-of-town travel; long-distance communications;
and fees paid for securing approval of authorities having jurisdiction over the
Project.
10.2.1.2 Expense of reproductions, postage, express deliveries, electronic
facsimile transmissions and handling of Drawings, Specifications and other
documents.
10.2.1.3
10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
10.2.1.5 Expense of any sales, use, occupation or similar taxes applicable to
this Agreement, additional insurance coverage or limits, including professional
liability insurance, requested by the Owner in excess of that normally carried
by the Architect and Architect's consultants.
10.2.1.6 Expense associated with the use of outside computers when authorized
in advance in writing by the Owner.
Insert N: 10.2.1.7 Such other expenses incurred in connection with the Project
when specifically authorized in advance in writing by the Owner.
10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
10.3.1 Subject to the provisions of Subparagraph 11.2.2 hereof, the Owner
shall make payments to the Architect within thirty (30) days after the Owner's
receipt and approval of (i) the Architect's detailed monthly statement and (ii)
such lien waivers and releases as Owner may reasonably request.
10.3.2
10.3.3 extent that the time initially established
10.3.4
10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION
MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292;
Unlicensed photocopying violates U.S. copyright laws and is subject to legal
prosecution.
Electronic Format B141/CMa-1992
User Document: FORM - 12/29/1997. AIA License Number 105525, which expires on
6/30/1998 -- Page #12
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10.4.1 Payments on account of the Architect's Additional Services and for
Reimbursable Expenses shall be made in accordance with Paragraph 10.3.
10.5 PAYMENTS WITHHELD
10.5.1 Unless the Architect has not properly performed the services required in
accordance with the terms of this Agreement, 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 the cost of
changes in the Work.
10.6 ARCHITECT'S ACCOUNTING RECORDS
10.6.1 Records of Architect's expenses and hours pertaining to this Project
shall be kept by Architect in accordance with generally accepted accounting
principles, which principles shall be consistently applied. Said records, shall
be available to the Owner or its authorized representative for inspection and
copying during regular business hours for three (3) years after the date of the
final Certificate of Payments.
ARTICLE 11
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
11.1 AN INITIAL PAY
11.2 BASIC COMPENSATION
11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services
included in Article 12 as part of Basic Services, Basic Compensation shall be
computed as follows:
(Insert basis of compensation, including stipulated sums, multiples or
percentages, and identify phases to which particular methods of compensation
apply, if necessary.)
The Basic Compensation for Basic Services shall be the sum of $1,142,000.
Architect acknowledges that as of December 19, 1997, Architect has been paid as
Basic Compensation the sum of $1,175,391.94. In addition, Architect, as part of
Basic Services, may obtain the assistance of the following consultants with the
compensation for each such consultant not to exceed the amounts listed for each
such consultant which Interiors/Graphics/Lighting
Civil Engineer Consultantm 143,000
Structural Engineer Consultant 385,000
Electrical Engineer Consultant 180,000
Mechanical Engineer Consultant 280,000
Kitchen Consultant 155,000
Landscaping Consultant 365,000
Cost Consultant 135,000
Pool/Pond Water Consultant 100,000
Theatre/Audio/Surveillance 150,000
Interiors/Graphics/Lighting 750,000
Other Consultants 100,000
11.2.1.1 Monies allocated for a specific consultant, as set forth above, but
not expended shall not be used for, or paid to, other consultants or the
Architect.
11.2.1.2 As set forth above, Architect acknowledges that as of ,1997,
Architect has been paid $ as Basic Compensation, and the balance of
Architect's Basic Compensation shall be paid as follows:
11.2.1.3 Architect acknowledges that as of the date of this Agreement the
consultants, set forth above, have been paid the following listed amounts:
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION
MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C.
20006-5292; Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution.
Electronic Format B141/CMa-1992
User Document: FORM -- 12/29/1997. AIA License Number 105525,
which expires on 6/3/0/1998 -- Page #13
14
Civil Engineer Consultant 126,300
Structural Engineer Consultant 327,250
Electrical Engineer Consultant 137,700
Mechanical Engineer Consultant 224,000
Kitchen Consultant 139,500
Landscaping Consultant 282,000
Cost Consultant 135,000
Pool/Pond Water Consultant 72,292.50
Theatre/Audio/Surveillance Consultant 112,226.45
Interiors/Graphics/Lighting Consultant included in Architect's
Compensation to date
Other Consultants 13,107.50
The balance of the consultants' compensation shall be paid as follows:
11.2.2 Where compensation is based on a stipulated sum or percentage of
Construction Cost, progress payments for Basic Services in each phase shall
total the following percentages of the total Basic Compensation payable:
(Insert additional phases as appropriate)
Schematic Design Phase: 20 percent ( %)
Design Development Phase: 28 percent ( %)
Construction Documents Phase: 48 percent ( %)
Bidding or Negotiation Phase: 2 percent ( %)
Construction Phase: 10 percent ( %)
----------------------------------------------------------------------
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 computed as follows:
See attached Exhibit A.
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11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3
and 12, other than (1) Additional Project Representation, as described in
Paragraph 3.2 and (2) services included in Article 12 as part of Basic
Services, but excluding services of consultants, compensation shall be computed
as follows:
(Insert basis of compensation, including rates and/or multiples of Direct
Personnel Expenses for Principals and employees, and identify Principals and
classify employees, if required. Identify specific services to which particular
methods of compensation apply, if necessary.)
See attached Exhibit A.
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11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional
structural, mechanical and electrical engineering services.
(Identify specific types of consultants in Article 12. if required.)
See attached Exhibit A.
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11.4 REIMBURSABLE EXPENSES
11.4.1 REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other
items included in Article 12 as Reimbursable Expenses, shall include the
expenses incurred by the Architect, the Architect's employees and consultants
in the interest of the Project. Architect acknowledges that as of the date of
this Agreement, Owner has paid the sum of $312,242.35 as Reimbursable Expenses.
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER
EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecutions.
Electronic Format B141/CMa-1992
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6/30/1998 -- Page #14
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11.5 ADDITIONAL PROVISIONS
11.5.1
11.5.2 Payments are due and payable thirty (30) days from the date of the
Architect's invoice. Amounts unpaid sixty (60) days after the invoice date shall
bear interest at the rate entered below, or in the absence thereof at the legal
rate prevailing from time to time at the principal place of business of the
Architect. (Insert rate of interest agreed upon.)
ten percent (10%)
(_______ laws and requirements under the Federal Truth in Lending Act, similar
state and local consumer credit laws and other regulations at the Owner's and
Architect's principal places of business, the location of the Project and
elsewhere may affect the validity of this provision. Specific legal advice
should be obtained with respect to deletions or modifications, and also
regarding requirements such as written disclosures or waivers.)
11.5.3
ARTICLE 12
OTHER CONDITIONS OR SERVICES
(Insert descriptions of other services, identify Additional Services included
within Base Compensation, and insert modifications to the payment and
compensation terms included in this Agreement.)
12.1 The Agreement is executed on , 1997, notwithstanding the
fact that the Architect is completing the Construction Documents Phase to
confirm the parties' agreement in connection with the performance of
architectural services.
12.2 Notwithstanding anything to the contrary in this Agreement, it is
understood and agreed that the Owner shall have the right to assign this
Agreement and the Drawings and Specifications, if required, to an institutional
lender for the purpose of obtaining financing for the construction and/or
completion of the Project, and the Architect agrees to (i) acknowledge and
consent in writing to such assignment, and (ii) acknowledge in writing, where
same is true, that the Owner is in good standing pursuant to this Agreement. The
Architect shall upon Owner's request, execute any instruments required by any
lender to Owner to confirm the foregoing consent and acknowledgements.
12.3 Architect agrees that it shall assign Ethan Nelson as its Project
Manager for this Project, and that the Project Manager will devote as much of
his time as necessary to the Project as may be appropriate to and consistent
with full and timely performance of this Agreement by the Architect. Architect
agrees that Ethan Nelson shall not be removed from his responsibilities on this
Project without the written consent of the Owner, except in the event of his
death, disability or departure from the employ of Architect. In the event,
however, that Ethan Nelson should become unavailable to serve as Project Manager
any subsequent Project Manager selected by Architect for this Project must be
approved by Owner.
12.4 The Architect's Basic Services shall be further defined to include:
12.4.1 Preparing documents for alternate, separate or sequential bids or
providing services in connection with bidding, negotiation or construction prior
to completion of the Construction Documents Phase.
12.4.2 Providing interior design and other similar services required for or
in connection with the selection, procurement or installation of furniture,
furnishings and related equipment.
12.4.3 Preparing space plans for retail space, except for retail space leased
to tenants.
12.4.4 Providing the services of geotechnical engineers when required. Such
services may include but are not limited to test borings, test pits,
determinations of soil bearing values, percolation tests, ground corrosion and
resistivity tests, including necessary operations for anticipating subsoil
conditions, with reports and appropriate professional recommendations.
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER
EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
Electronic Format B141/CMa-1992
16
12.4.5 Providing the services of the following consultants through final
completion of the Project: (1) Civil Engineer, (2) Kitchen, (3) Landscaping,
(4) Cost Consultant,(5) Pool and Pond Water, (6) Theatre, Audio and
Surveillance, (7) Interiors, Graphics and Lighting, and (8) Other Consultant
services not listed up to a maximum amount of $100,000.
12.4.6 Providing any other engineering services necessary to produce a
complete and accurate act of Construction Documents, as described in Paragraph
2.4.
12.4.7 Assisting Owner in preparing a Control Set of Construction Documents
which shall include the Specifications identified in Paragraph 16.1.4 of the
Construction Contract (form A111). Drawings identified in Paragraph 16.1.5 of
the Construction Contract, the Addenda identified in Paragraph 16.1.6 of the
Construction Contract, and other documents identified in Paragraph 16.1.7 of
the Construction Contract.
12.4.8 Providing analyses of the Owner's needs and programming the
requirements of the Project.
12.4.9 Providing services to investigate existing conditions or facilities
or to make measured drawings thereof.
12.4.10 Providing services to verify the accuracy of drawings or other
information furnished by the Owner.
12.4.11 Providing detailed estimates of Construction Cost.
12.4.12 Providing coordination of construction performed by separate
contractors or by Owner's own forces and coordination of services required in
connection with construction performed and equipment supplied by the Owner.
This Agreement entered into as of the day and year first written above.
OWNER ARCHITECT
/s/ BRIAN MCMULLAN /s/ PAUL STEELMAN
- ------------------------------------ ------------------------------------
(Signature) (Signature)
Brian McMullan Paul Steelman
President President
(Printed name and title) (Printed name and title)
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER
EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
Electronic Format B141/CMa-1992
User Document: FORM -- 12/29/1997. AIA License Number 105525,
which expires on 6/30/1998 -- Page #16
17
SIGNATURE PAGE OF STANDARD FORM OF AGREEMENT BETWEEN ARCHITECT AND
CONTRACTOR WHERE THE CONSTRUCTION MANAGER IS NOT A CONSTRUCTOR --
CONSTRUCTION MANAGER
(AIA DOCUMENT B141/CMa)
OWNER:
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP,
a Nevada limited partnership
By: The Resort at Summerlin, Inc.,
a Nevada corporation
By: /s/ Brian McMullan
--------------------------
Its: President
-------------------------
ARCHITECT:
PAUL STEELMAN, LTD
By: /s/ Paul Steelman
--------------------------
Its: President
-------------------------
18
EXHIBIT A
THE RESORT AT SUMMERLIN
HOTEL TOWER TWO
The second hotel is six (6) stories above a partial basement and contains 300
rooms. Also included is a pedestrian link to the Lifestyles Center.
The scope of work is similar to the first hotel tower and will include the
following:
Architecture/Interiors/Lighting/Graphics 465,500.00
Structural 95,000.00
Civil 24,500.00
Mechanical 33,000.00
Electrical 30,000.00
Kitchen 32,500.00
Audio/Visual 23,500.00
Landscape 65,000.00
Water Feature 10,000.00
Fire/Life Safety 21,000.00
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TOTAL SECOND HOTEL TOWER $800,000.00