EXHIBIT 10.53
[GRAPHIC]
STANDARD FORM OF AGREEMENTS BETWEEN
OWNER AND DESIGN/BUILDER
AIA DOCUMENT A191 - ELECTRONIC FORMAT
THIS DOCUMENT COMPRISES TWO SEPARATE AGREEMENTS: PART 1 AGREEMENT AND PART 2
AGREEMENT. BEFORE EXECUTING THE PART 1 AGREEMENT, THE PARTIES SHOULD REACH
SUBSTANTIAL AGREEMENT ON THE PART 2 AGREEMENT. TO THE EXTENT REFERENCED IN THESE
AGREEMENTS, SUBORDINATE PARALLEL AGREEMENTS TO A191 CONSIST OF AIA DOCUMENT
A491, STANDARD FORM OF AGREEMENTS BETWEEN DESIGN/BUILDER AND CONTRACTOR, AND AIA
DOCUMENT B9O1, STANDARD FORM OF AGREEMENTS BETWEEN DESIGN/BUILDER AND ARCHITECT.
PART I AGREEMENT
1996 EDITION
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AGREEMENT
made as of the 21 day of July in the year of 1998
(IN WORDS, INDICATE DAY, MONTH AND YEAR.)
BETWEEN the Owner:
(NAME AND ADDRESS)
PLASMA-THERM, INC.
10050 16th Street North
St. Petersburg, Florida 33716
Attn: Stacy L. Wagner
Vice President - Finance and Administration
Telephone: 813-577-4999
Fax: 813-577-6844
and the Design/Builder:
(NAME AND ADDRESS)
THE PERRY COMPANY
1901 East 7th Avenue
Tampa, Florida 33605
Attn: Mr. Jerry N. Perry
Telephone: 813-248-6556
Fax: 813-248-9645
For the following Project:
(INCLUDE PROJECT NAME, LOCATION AND A SUMMARY DESCRIPTION.)
A single-story manufacturing facility consisting of approximately 33,000 square
feet, to be constructed on approximately 6.46 acres located in Metropointe
Commerce Park at the southwest corner of 16th Street and 102nd Avenue, St.
Petersburg, Florida 33716.
The architectural services described in Article I will be provided by the
following person or entity who is lawfully licensed to practice architecture:
(NAME AND ADDRESS) (REGISTRATION NUMBER) (RELATIONSHIP TO DESIGN/BUILDER)
Normal structural, mechanical and electrical engineering services will be
provided contractually through the Architect except as indicated below:
(NAME, ADDRESS AND DISCIPLINE) (REGISTRATION NUMBER)
(RELATIONSHIP TO DESIGN/BUILDER)
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AIA DOCUMENT A191 OWNER-DESIGN/BUILDER AGREEMENT /bullet/ SECOND EDITION
/bullet/ AIA(R) /bullet/ (c)1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, NW, WASHINGTON, DC 20006-5292 /bullet/ WARNING: Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A191 -1996
User Document: PLASMA--7/2/1998.
AIA License Number 105133, which expires on 3/31/1999 --Page #2
The Owner and the Design/Builder agree as set forth below.
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TERMS AND CONDITIONS--PART 1 AGREEMENT
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ARTICLE I
DESIGN/BUILDER
1.1 SERVICES
1.1.1 Preliminary design, budget, and schedule comprise the services required to
accomplish the preparation and submission of the Design/Builder's Proposal as
well as the preparation and submission of any modifications to the Proposal
prior to execution of the Agreement for Construction of the Project on AIA Form
Document A111 with General Conditions on Form A201, with such modifications
and supplemental conditions as Owner may deem necessary or adviseable (the "Part
2 Agreement").
1.2 RESPONSIBILITIES
1.2.1 Design services required by this Part 1 Agreement shall be performed by
qualified architects and other design professionals. The contractual obligations
of such professional persons or entities are undertaken and performed in the
interest of the Design/Builder.
1.2.2 The agreements between the Design/Builder and the persons or entities
identified in this Part 1 Agreement, and any subsequent modifications, shall
be in writing. These agreements, including financial arrangements with respect
to this Project, shall be promptly and fully disclosed to the Owner upon
request.
1.2.3 Construction budgets shall be prepared by qualified professionals, cost
estimators or contractors retained by and acting in the interest of the
Design/Builder.
1.2.4 The Design/Builder shall be responsible to the Owner for acts and
omissions of the Design/Builder's employees, subcontractors and their agents and
employees, and other persons, including the Architect and other design
professionals, performing any portion of the Design/Builder's obligations under
this Part 1 Agreement.
1.2.5 If the Design/Builder believes or is advised by the Architect or by
another design professional retained to provide services on the Project that
implementation of any instruction received from the Owner would cause a
violation of any applicable law, the Design/Builder shall notify the Owner in
writing. Neither the Design/Builder nor the Architect shall be obligated to
perform any act which either believes will violate any applicable law.
1.2.6 Nothing contained in this Part 1 Agreement shall create a contractual
relationship between the Owner and any person or entity other than the
Design/Builder.
1.3 BASIC SERVICES
1.3.1 The Design/Builder shall provide a preliminary evaluation of the Owner's
program and project budget requirements, each in terms of the other.
1.3.2 The Design/Builder shall visit the site, become familiar with the local
conditions, and correlate observable conditions with the requirements of the
Owner's program, schedule, and budget.
1.3.3 The Design/Builder shall review laws applicable to design and
construction of the Project; correlate such laws with the Owner's program
requirements; and advise the Owner if any program requirement may cause a
violation of such laws. Necessary changes to the Owner's program shall be
accomplished by appropriate written modification or disclosed as described in
Paragraph 1.3.5.
1.3.4 The Design/Builder shall review with the Owner alternative approaches to
design and construction of the Project.
1.3.5 The Design/Builder shall submit to the Owner a Proposal, including the
completed Preliminary Design Documents, a statement of the proposed contract
sum, and a proposed schedule for completion of the Project. Preliminary Design
Documents shall consist of preliminary design drawings, outline specifications
or other documents sufficient to establish the size, quality and character of
the entire Project, its architectural, structural, mechanical and electrical
systems, and the materials and such other elements
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AIA DOCUMENT A191 OWNER-DESIGN/BUILDER AGREEMENT /bullet/ SECOND EDITION
/bullet/ AIA(R) /bullet/ (c)1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, NW, WASHINGTON, DC 20006-5292 /bullet/ WARNING: Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A191 -1996
User Document: PLASMA--7/2/1998.
AIA License Number 105133, which expires on 3/31/1999 --Page #3
of the Project as may be appropriate. Deviations from the Owner's program shall
be disclosed in the Proposal. If the Proposal is accepted by the Owner, the
parties shall then execute the Part 2 Agreement, containing the essential
business terms of the Proposal, and such other terms and conditions as are
satisfactory to both Owner and Contractor. A modification to the Proposal
before execution of the Part 2 Agreement shall be recorded in writing as an
addendum and shall be identified in the Contract Documents of the Part 2
Agreement.
Insert A: Contractor will provide Owner with a Guaranteed Maximum Price for
inclusion in the Part 2 Agreement. The Basic Services also include preparation
of final plans, specifications and drawings for the building and improvements to
the Project (collectively, the "Plans"), limited to all civil, structural,
electrical, fire safety and plumbing engineering that is necessary or desireable
for preparation of the Plans. Contractor and Owner agree that the architectural
and mechanical design services will be performed by Facility Planning &
Resources, Inc. ("FPR"), or other designer, pursuant to the terms of a separate
agreement. Contractor agrees to coordinate its services pursuant to this
Agreement with the services prepared by FPR or similar designer and to oversee
the integration and consistency of the specialized clean room work performed by
FPR into and with the building and other improvements being designed by
Contractor.
1.4 ADDITIONAL SERVICES
1.4.1 The Additional Services described under this Paragraph 1.4 shall be
provided by the Design/Builder and paid for by the Owner if authorized or
confirmed in writing by the Owner.
1.4.2 Making revisions in the Preliminary Design Documents, budget or other
documents when such revisions are:
.1 inconsistent with approvals or instructions previously given by the
Owner, including revisions necessary by adjustments in the Owner's
program or Project budget;
.2 required by the enactment or revision of codes, laws or regulations
subsequent to the preparation of such documents; or
.3 due to changes required as a result of the Owner's failure to render
decisions in a timely manner.
1.4.3 Providing more extensive programmatic criteria than that furnished by the
Owner as described in Paragraph 2.1. When authorized, the Design/Builder shall
provide professional services to assist the Owner in the preparation of the
program. Programming services may consist of:
.1 consulting with the Owner and other persons or entities not designated
in this Part 1 Agreement to define the program requirements of the
Project and to review the understanding of such requirements with the
Owner;
.2 documentation of the applicable requirements necessary for the various
Project functions or operations;
.3 providing a review and analysis of the functional and organizational
relationships, requirements, and objectives for the Project;
.4 setting forth a written program of requirements for the Owner's
approval which summarizes the Owner's objectives, schedule,
constraints, and criteria.
1.4.4 Providing financial feasibility or other special studies.
1.4.5 Providing planning surveys, site evaluations, or comparative studies of
prospective sites.
1.4.6 Providing special surveys, environmental studies, and submissions required
for approvals of governmental authorities or others having jurisdiction over
the Project.
1.4.7 Providing services relative to future facilities, systems, and
equipment.
1.4.8 Providing services at the Owner's specific request to perform detailed
investigations of existing conditions or facilities or to make measured
drawings thereof.
1.4.9 Providing services at the Owner's specific request to verify the accuracy
of drawings or other information furnished by the Owner.
1.4.10 Coordinating services in connection with the work of separate persons or
entities retained by the Owner,
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AIA DOCUMENT A191 OWNER-DESIGN/BUILDER AGREEMENT /bullet/ SECOND EDITION
/bullet/ AIA(R) /bullet/ (c)1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, NW, WASHINGTON, DC 20006-5292 /bullet/ WARNING: Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A191 -1996
User Document: PLASMA--7/2/1998.
AIA License Number 105133, which expires on 3/31/1999 --Page #4
subsequent to the execution of this Part 1 Agreement.
1.4.11 Providing analyses of owning and operating costs.
1.4.12 Providing interior design and other similar services required for or in
connection with the selection, procurement or installation of furniture,
furnishings, and related equipment.
1.4.13 Providing services for planning tenant or rental spaces.
1.4.14 Making investigations, inventories of materials or equipment, or
valuations and detailed appraisals of existing facilities.
ARTICLE 2
OWNER
2.1 RESPONSIBILITIES
2.1.1 The Owner shall provide full information in a timely manner regarding
requirements for the Project, including a written program which shall set
forth the Owner's objectives, schedule, constraints and criteria.
2.1.2 The Owner shall establish and update an overall budget for the Project,
including reasonable contingencies. This budget shall not constitute the
contract sum.
2.1.3 The Owner shall designate a representative authorized to act on the
Owner's behalf with respect to the Project. The Owner or such authorized
representative shall render decisions in a timely manner pertaining to
documents submitted by the Design/Builder in order to avoid unreasonable delay
in the orderly and sequential progress of the Design/Builder's services. The
Owner may obtain independent review of the documents by a separate architect,
engineer, contractor, or cost estimator under contract to or employed by the
Owner. Such independent review shall be undertaken at the Owner's expense in a
timely manner and shall not delay the orderly progress of the Design/Builder's
services.
2.1.4 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.
2.1.5 The Owner shall furnish the services of geotechnical engineers when such
services are stipulated in this Part 1 Agreement, or deemed reasonably necessary
by the Design/Builder. Such services may include but are not limited to test
borings, test pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, ground corrosion and resistivity tests, and
necessary operations for anticipating subsoil conditions. The services of
geotechnical engineer(s) or other consultants shall include preparation and
submission of all appropriate reports and professional recommendations.
2.1.6 The Owner shall disclose, to the extent known to the Owner, the results
and reports of prior tests, inspections or investigations conducted for the
Project involving: structural or mechanical systems; chemical, air and water
pollution; hazardous materials; or other environmental and subsurface
conditions. The Owner shall disclose all information known to the Owner
regarding the presence of pollutants at the Project's site.
2.1.7 The Owner shall furnish all legal, accounting and insurance counseling
services as may be necessary at any time for the Project, including such
auditing services as the Owner may require to verify the Design/Builder's
Applications for Payment.
2.1.8 The Owner shall promptly obtain easements, zoning variances, and legal
authorizations regarding site utilization where essential to the execution of
the Owner's program.
2.1.9 Those services, information, surveys, and reports required by Paragraphs
2.1.4 through 2.1.8 which are within the Owner's control shall be furnished at
the Owner's expense, and the Design/Builder shall be entitled to rely upon the
accuracy and completeness thereof, except to the extent the Owner advises the
Design/Builder to the contrary in writing.
2.1.10 If the Owner requires the Design/Builder to maintain any special
insurance coverage, policy, amendment, or rider, the Owner shall pay the
additional cost thereof,
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AIA DOCUMENT A191 OWNER-DESIGN/BUILDER AGREEMENT /bullet/ SECOND EDITION
/bullet/ AIA(R) /bullet/ (c)1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, NW, WASHINGTON, DC 20006-5292 /bullet/ WARNING: Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A191 -1996
User Document: PLASMA--7/2/1998.
AIA License Number 105133, which expires on 3/31/1999 --Page #5
except as otherwise stipulated in this Part 1 Agreement.
2.1.11 The Owner shall communicate with persons or entities employed or retained
by the Design/Builder through the Design/Builder, unless otherwise directed by
the Design/Builder.
ARTICLE 3
OWNERSHIP AND USE OF DOCUMENTS
AND ELECTRONIC DATA
3.1 Owner acknowledges that Design/Builder's Plans, and any other drawings,
specifications and materials for construction are instruments of service.
Notwithstanding the foregoing, however, all such instruments of service shall be
the property of Owner throughout the term of this Agreement and thereafter.
Owner agrees, to the fullest extent permitted by law, to indemnify
Design/Builder and Design/Builder's consultants (collectively, the
"Indemnitees") from any claim, liability or cost (including reasonable
attorneys' fees and costs) arising out of or in connection with any reuse or
modification of the aforesaid instruments of service by Owner or by any third
party or entity authorized to use them by Owner, even if the claim, liability or
cost arises out of the alleged negligence of the Indemnitees, unless
Design/Builder has been retained to perform the architectural and engineering
services accompanying any such reuse or modification.
3.4 Submission or distribution of the Design/Builder's 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 rights
reserved in Paragraph 3.1.
ARTICLE 4
TIME
4.1 The Design/Builder shall prepare a schedule for the performance of the Basic
and Additional Services which shall not exceed the time limits contained in
Paragraph 10.1 and shall include allowances for periods of time required for the
Owner's review and for approval of submissions by authorities having
jurisdiction over the Project.
4.2 If the Design/Builder is delayed in the performance of services under this
Part 1 Agreement through no fault of the Design/Builder, any applicable
schedule shall be equitably adjusted.
ARTICLE 5
PAYMENTS
5.1 Design/Builder acknowledges that $102,850.00 of the compensation payable to
Design/Builder under this Agreement has been paid as of the date of execution
hereof.
5.2 Subsequent payments for Basic Services, Additional
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AIA DOCUMENT A191 OWNER-DESIGN/BUILDER AGREEMENT /bullet/ SECOND EDITION
/bullet/ AIA(R) /bullet/ (c)1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, NW, WASHINGTON, DC 20006-5292 /bullet/ WARNING: Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A191 -1996
User Document: PLASMA--7/2/1998.
AIA License Number 105133, which expires on 3/31/1999 --Page #6
Services, and Reimbursable Expenses provided for in this Part 1 Agreement shall
be made monthly on the basis set forth in Article 9.
5.3 Within ten (10) days of the Owner's receipt of a properly submitted and
correct Application for Payment, the Owner shall make payment to the
Design/Builder.
5.4 Payments due the Design/Builder under this Part 1 Agreement which are not
paid when due shall bear interest from the date due at the rate specified in
Paragraph 9.5, or in the absence of a specified rate, at the legal rate
prevailing where the Project is located.
ARTICLE 6
DISPUTE RESOLUTION--MEDIATION
AND ARBITRATION
6.1 Claims, disputes or other matters in question between the parties to this
Part 1 Agreement arising out of or relating to this Part 1 Agreement or breach
thereof shall be subject to and decided by mediation or arbitration. Such
mediation or arbitration shall be conducted in accordance with the Construction
Industry Mediation or Arbitration Rules of the American Arbitration
Association currently in effect.
6.2 In addition to and prior to arbitration, the parties shall endeavor to
settle disputes by mediation. Demand for mediation shall be filed in writing
with the other party to this Part 1 Agreement and with the American Arbitration
Association. A demand for mediation shall be made within a reasonable time
after the claim, dispute or other matter in question has arisen. In no event
shall the demand for mediation be made after the date when institution of legal
or equitable proceedings based on such claim, dispute or other matter in
question would be barred by the applicable statute of repose or limitations.
6.3 Demand for arbitration shall be filed in writing with the other party to
this Part 1 Agreement and with the American Arbitration Association. A demand
for arbitration shall be made within a reasonable time after the claim, dispute
or other matter in question has arisen. In no event shall the demand for
arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be
barred by the applicable statutes of repose or limitations.
6.4 An arbitration pursuant to this Paragraph may be joined with an arbitration
involving common issues of law or fact between the Design/Builder and any
person or entity with whom the Design/Builder has a contractual obligation to
arbitrate disputes. No other arbitration arising out of or relating to this
Part 1 Agreement shall include, by consolidation, joinder or in any other
manner, an additional person or entity not a party to this Part 1 Agreement or
not a party to an agreement with the Design/Builder, except by written consent
containing a specific reference to this Part 1 Agreement signed by the Owner,
the Design/Builder and all other persons or entities sought to be joined.
Consent to arbitration involving an additional person or entity shall not
constitute consent to arbitration of any claim, dispute or other matter in
question not described in the written consent or with a person or entity not
named or described therein. The foregoing agreement to arbitrate and other
agreements to arbitrate with an additional person or entity duly consented to
by the parties to this Part 1 Agreement shall be specifically enforceable in
accordance with applicable law in any court having jurisdiction thereof.
6.5 The award rendered by the arbitrator or arbitrators shall be final, and
judgment may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof.
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 Unless otherwise provided, this Part 1 Agreement shall be governed by the
law of the place where the Project is located.
7.2 The Owner and the Design/Builder, respectively, bind themselves, their
partners, successors, assigns and legal representatives to the other party to
this Part 1 Agreement and to the partners, successors and assigns of such other
party with respect to all covenants of this Part 1 Agreement. Neither the Owner
nor the Design/Builder shall assign this Part 1 Agreement without the written
consent of the other.
7.3 Unless otherwise provided, neither the design for nor the cost of
remediation of hazardous materials shall be the responsibility of the
Design/Builder.
7.4 This Part I Agreement represents the entire and integrated agreement between
the Owner and the Design/Builder and supersedes all prior negotiations,
representations or agreements, either written or oral. This Part 1 Agreement may
be amended only by written instrument signed by both the Owner and the
Design/Builder.
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AIA DOCUMENT A191 OWNER-DESIGN/BUILDER AGREEMENT /bullet/ SECOND EDITION
/bullet/ AIA(R) /bullet/ (c)1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, NW, WASHINGTON, DC 20006-5292 /bullet/ WARNING: Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A191 -1996
User Document: PLASMA--7/2/1998.
AIA License Number 105133, which expires on 3/31/1999 --Page #7
7.5 Prior to the termination of the services of the Architect or any other
design professional designated in this Part 1 Agreement, the Design/Builder
shall identify to the Owner in writing another architect or design professional
with respect to whom the Owner has no reasonable objection, who will provide the
services originally to have been provided by the Architect or other design
professional whose services are being terminated.
ARTICLE 8
TERMINATION OF THE AGREEMENT
8.1 This Part 1 Agreement may be terminated by either party upon seven (7) days'
written notice should the other party fail to perform substantially in
accordance with its terms through no fault of the party initiating the
termination.
8.2 This Part 1 Agreement may be terminated by the Owner without cause upon at
least seven (7) days' written notice to the Design/Builder.
8.3 In the event of termination not the fault of the Design/Builder, the
Design/Builder shall be compensated for services performed to the termination
date, together with Reimbursable Expenses then due.
ARTICLE 9
BASIS OF COMPENSATION
The Owner shall compensate the Design/Builder in accordance with Article 5,
Payments, and the other provisions of this Part 1 Agreement as described below.
9.1 COMPENSATION FOR BASIC SERVICES
9.1.1 FOR BASIC SERVICES, compensation shall be as follows:
One Hundred Thirty-Two Thousand Thirty and No/l00 Dollars ($132,030.00).
Design/Builder acknowledges receipt of the sum of $102,850.00 paid by Owner to
the date of this Part I Agreement, leaving a balance of $29,180.00 to be paid
upon Applications for Payment as set forth hereinabove.
9.1.3 SUBSEQUENT PAYMENTS shall be as follows:
Monthly installments will be payable to Design/Builder based upon Applications
for Payment, with such installments to be charged in a fair and equitable
manner and in the proportion that the Basic Services performed during the
preceding monthly period bear to all of the Basic Services performed and to be
performed pursuant to this Part 1 Agreement.
9.2 COMPENSATION FOR ADDITIONAL SERVICES
9.2.1 FOR ADDITIONAL SERVICES, compensation shall be as follows:
Additional services provided pursuant to the request of Owner will be billed
based upon the hourly rates for the person rendering the service at the time,
based upon the following schedule:
Professional Engineer $ 90.00/hour
Principal in Charge $110.00/hour
Project Manager $ 50.00/hour
Project Architect $ 90.00/hour
CAD Technician $ 35.00/hour
9.3 REIMBURSABLE EXPENSES
9.3.1 Reimbursable Expenses are in addition to Compensation for Basic and
Additional Services, and include actual expenditures made by the Design/Builder
and the Design/Builder's employees and contractors in the interest of the
Project, as
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AIA DOCUMENT A191 OWNER-DESIGN/BUILDER AGREEMENT /bullet/ SECOND EDITION
/bullet/ AIA(R) /bullet/ (c)1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, NW, WASHINGTON, DC 20006-5292 /bullet/ WARNING: Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A191 -1996
User Document: PLASMA--7/2/1998.
AIA License Number 105133, which expires on 3/31/1999 --Page #8
follows:
Reimbursable Expenses will be reimbursed only upon prior approval by Owner, in
Owner's sole discretion.
9.3.2 FOR REIMBURSABLE EXPENSES, compensation shall be a multiple of one (1.0)
times the amounts expended. It is the intent of the section that all expenses
of Design/Builder which have been approved by Contractor will be invoiced at
cost.
9.4 DIRECT PERSONNEL EXPENSE is defined as the direct salaries of 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.
9.5 INTEREST PAYMENTS
9.5.1 The rate of interest for past due payments shall be as follows:
(USURY 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
DESIGN/BUILDERS PRINCIPAL PLACES 0F BUSINESS, AT THE LOCATION OF THE PROJECT AND
ELSEWHERE MAY AFFECT THE VALIDITY OF THIS PROVISION. SPECIFIC LEGAL ADVICE
SHOULD BE OBTAINED WITH RESPECT TO DELETION, MODIFICATION OR OTHER REQUIREMENTS,
SUCH AS WRITTEN DISCLOSURES OR WAIVERS.)
9.6 IF THE SCOPE of the Project is changed materially, the amount of
compensation shall be equitably adjusted.
ARTICLE 10
OTHER CONDITIONS AND SERVICES
10.1 The Basic Services to be performed shall be commenced on and, subject to
authorized adjustments and to delays not caused by the Design/Builder, shall be
completed and the Plans ready for submission to the City of St. Petersburg for
purposes of obtaining all applicable permits for construction, on or before July
15, 1998 ( ). The Design/Builder's Basic Services consist of those described in
Paragraph 1.3 as part of Basic Services, and include normal professional
engineering and preliminary design services, unless otherwise indicated.
10.2 Services beyond those described in Paragraph 1.4 are as follows:
(INSERT DESCRIPTIONS OF OTHER SERVICES, IDENTIFY ADDITIONAL SERVICES INCLUDED
WITHIN BASIC COMPENSATION AND MODIFICATIONS TO THE PAYMENT AND COMPENSATION
TERMS INCLUDED IN THIS AGREEMENT.)
Project management services to the extent necessary to coordinate the plans,
specifications, drawings and other materials prepared by FPR with the Plans
being prepared by Design/Builder.
10.3 The Owner's preliminary program, budget, and other documents, if any, are
enumerated as follows:
Title Date
Design/Builder has been previously advised with respect to such matters and is
familiar with the Owner's program, budget and other parameters for
construction.
This Agreement entered into as of the day and year first written above.
OWNER DESIGN/BUILDER
/s/ STACY WAGNER /s/ JERRY N. PERRY
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(SIGNATURE) (SIGNATURE)
PLASMA-THERM, INC. THE PERRY COMPANY
(PRINTED NAME AND TITLE)
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AIA DOCUMENT A191 OWNER-DESIGN/BUILDER AGREEMENT /bullet/ SECOND EDITION
/bullet/ AIA(R) /bullet/ (c)1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW
YORK AVENUE, NW, WASHINGTON, DC 20006-5292 /bullet/ WARNING: Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.
Electronic Format A191 -1996
User Document: PLASMA--7/2/1998.
AIA License Number 105133, which expires on 3/31/1999 --Page #9