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Home My WebLink AboutStandard Form of Agreements between Owner and Design / Builder Augusta Richmond GA DOCUMENT NAME: :rtn~\O\ ~'(m eft I\Oj'(~. te-Ween CD.xIer Of,d ~es'Cd\) \ ~er DOCUMENT TYPE: Olj(~ YEAR: ~lJ- BOX NUMBER: 03 F~ENUMBER: \~l\ NUMBER OF PAGES: 'c:;t5 \\~""m~('f\Q\l3" ~ fJ. ..j . ":\ \ . \' \ AlA Document A191 Standard Form of Agreements Between Owner and DesignlSuilder' THIS DOCUMENT HAS !J'v/PORTANT LEGAL CONSEQUENCES; CONSULTATION \'(IITH AN ATTORNEY IS ENCOURAGED W1TH R/:."SPECr TO ITS USE, CO/vIPLETION OR klODfFICATION 1996 EDITION TABLE OF ARTICLES PART 1 AGREEMENT 1. DESIGN/BUILDER 2. OWNER 3. OWNERSHIP AND USE OF DOCUMENTS AND ELECTRONIC DATA 4. TIME 5. PAYMENTS 6. DISPUTE RESOLUTION- MEDIATION AND ARBITRATION 7. MISCELLANEOUS PROVISIONS 8. TERNIINATION OF THE AGREEMENT 9. BASIS OF COMPENSATION 10. OTHER CONDITIONS AND SERVICES PART 2 AGREEMENT 1. GENERAL PROVISIONS 2. OWNER 3. DESIGN/BUILDER 4. TIME 5. PAYMENTS 6. PROTECTION OF PERSONS AND PROPERTY 7. INSURANCE AND BONDS 8. CHANGES IN THE WORK 9. CORRECTION OF WORK 10. DISPUTE RESOLUTION- j\'lEDIATION AND ARBITRATION 11. MISCELLANEOUS PROVISIONS 12. TERMINATION OF THE AGREEMENT 13. BASIS OF COMPENSATION 14. OTHER CONDITIONS AND SERVICES t Copyright 1985. '01996 The American Institute of Architects. 1735 New 'Ibrk Avenue. ".W:. Washington. D.C. ~0006-5292. Reproduction of the material herein or substantial quotation of its provisions without the written permission of the AlA violates the copyright laws of the lnited States and will subject the violator to legal prosecution. ~. .: -.. ,- - AlA DOCUMENT A 191 . OWNER-DESIGKlBllLDER AGREEMENT. 1996 EDITI<);\: . AlA@ . <01996 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 KEW YORK AVENUE, N.W. \l::-\SHINGTON. D.C. ~0006-5292 . WARNING: Unlicensed photo- copying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 , , \ AlA Docurnent A191 "t',. Standard Form of Agreement Between Owner and Design/Builder THiS DOCUJ'vIENT HAS iMPORTANT LEGAL CONSEQUENCES; CONSULTATION \'(liTH AN ATTORNEY 15 ENCOURAGED \'(11TH RESPECT TO ITS USI:.~ COMPLETION OR MODiFiCATION Tbis document comprises tll'O separate Agreements: Part 1 Agreement and Part 2 Agreement. Before executing tbe Part] Agreement, tbe parties sbould reacb substantial agreement on tbe Part 2 Agreement. To tbe e:Went referenced in tbese Agreements, subordinate parallel agreements to A191 consist of AlA Document A49], Stcmdard Form of Agreements Between Design/Builder ClItd Contractor, and AlA Document 13901, Standard Form of Agreements Between Design/Builder and Arcbitect. PART 1 AGREEMENT 1996 EDITION AGREEMENT made as of the 9th day of September in the year of 1997 (In words, indicate day, montb and yem:) BETWEEN the Ovmer: Augusta, Georgia; a political subdivision of the State of Georgia 801 Municipal Building 530 Greene Street Aug]..!sta, Ga. (Name and address) and the DesignIBuilder: (Name Clnd (l(ldre~) R.W. Allen & Associates, Inc. P.O. Box 3925 Augusta, Ga. 30914-3925 Copyright 1%5. @1996 The: Ame:riGln Institu,e of Architens. 1 ~35 Ne:w )i:Jrk Ave:nue. N.W, Washington. D.C. 20006-5292. ReproJuction of the material herein or substantial ljuot:.Hion of its provisions without the wrirtcl1 permissiun oi the AlA Vii-,I:HL'S the copyright bws of the L:nitcd States and will subject the violator to legal prosecution. = .P~. .''''!I'~'- ............. - AlA DOCUMENT A191, Part 1 . O"":"ER-DESIGNiHl!II.DER AGREE,\IEi'T . 1996 EDIT10\' . ,\IA'g, . <;:: 1()l)6 THE A.\IERICA:" I:"STITI;TE OF ARCHITECTS. 1735 NEW YORK WE:"!!E. N.W. WASHINGTON. D.C. -,\X~)6-'i~92 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 1-Page 1 ., For the following Project: (Include Project name, iocation and a summary description) Renovation for 2 additional state court judges offices, 4th Street Joint Law Enforcement Center, Augusta, Ga. The architectural services described in Article 1 will be provided by the following person or entity who is lawfully licensed to practice architecture: (Name and address) (Registration Number) (Relationship to Design/Buiider) Architectural stamp not needed as city/countY not requiring building permit due to other renovations currently ongoing. Normal structural, mechanical and electrical engineering services will be provided contractually through the Architect eXCeD[ as indicated below: (Same. address and discipline) (Registration ,\'umber) (Relationship to Desigll/Hllifdc.'f"j n/a The Owner and the DesignlBuilder agree as set forth be I m\!. AlA DOCUMENT A191, Part 1 . O'X'NER.DESIG,"iBuILDER AGREE,\tENT. 1996 EDITION. AIA@ .01996 THE A.\IERJC\S I.'\STITlTE OF ARCHITECTS. I~3, NEW YORK AVE,\;CE. N.W. 'X'ASHINGTON. D.C. 10006.,192 . WARNING: Unlicensed photocopying violates U.S, copyright laws and is subject to legal prosecution. A191-1996 Part 1-page 2 .-" .. TERt\;lS AND CONDITIONS-PART 1 AGREEMENT ARTICLE 1 DESIGN/BUILDER 1.1 SERVICES 1.1.1 Preliminary design, budget, and schedule com- prise the services required to accomplish the prepara- tion and submission of the DesignlBuilder's Proposal as well as the preparation and submission of any modifica- tions to the Proposal prior to execution of 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 per- formed in the interest of the DesignlBuilder. 1.2.2 The agreements between the DesignlBuilder and the persons or entities identified in this Part 1 Agreement, and any subsequent modifications, shall be in writing. These agreements, including financial arrange- ments 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 quali- fied professionals, cost estimators or contractors retained by and acting in the interest of the DesignlBuilder. 1.2.4 The DesignlBuilder shall be responsible to the Owner for acts and omissions of the DesignlBuilder's employees, subcontractors and their agents ancI" employ- ees, and other persons, including the Architect and other design professionals, performing any portion of the DesignlBuilder's obligations under this Part 1 Agreement. 1.2;5 If the DesignlBuilder 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 am' applicable law, the DesignlBuilder shall notify the O\vner in \\Titing. Neither the DesignlBuilder nor the Architect shall be obligated to perform any act. which either believes will viol,lte am'.applicable law. 1.2.6 Nothing contained in this Pan 1 Agreement shall create a contractual relationship be[\\-een the Owner and any person or entity other than the DesignlBuilder. 1.3 BASIC SERVICES 1.3.1 The DesignlBuilder shall pro\-ide a preliminary evaluation of the Owner's program and project budget requirements, each in terms of the other. 1.3.2 The DesignlBuilder shall visit the site, become familiar with the local conditions, and correlate observ- able conditions with the requirements of the Owner's program, schedule and budget. 1.3.3 The DesignlBuilder 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 vio- lation 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 DesignlBuilder shall review with the Owner alternative approaches to design and construction of the Project. 1.3.5 The DesignlBuilder 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 prelimi- nary design drmvings, outline specifications or other documents sufficient to establish the size, quality and character of the entire Project, its architectural, structur- al, mechanical and electrical systems, and the materials and such other elements of the Project as may be appro- priate. 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. A modification to the Proposal before exe- cution of the Part 2 Agreement shall be recorded in writ- ing as an addendum and shall be identified in the Contract Documents of the Part 2 Agreement. 1.4 ADDITIONAL SERVICES 1.4.1 The Additional Services described under this Paragraph 1.4 shall be provided by the DesignlBuilder and paid for by the Owner if authorized or confirmed in writing by the Owner. 1.4.2 fI'Iaking revisions in the Preliminary Design Documents, budget or other documents when such revi- sions are: .1 inconsistent with approvals or instructions previ- ously given by the Owner. including revisions made 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 programm.atic criteria than that furnished bv the O\'mer as described in Paragraph 2.1. \Xfhen authorized, the DesignlBuilder 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 Proj- ect and to review the understanding of such requirements with the Owner; AlA DOCUMENT A191, Part 1 . OWNER-DESIGN.BUILDER AGREE~IENT. 1996 EDITION. AlA@. (Q 1996 THE ,I..\IERIC-\', INSTITLTE OF ARCHITECTS. (7)5 :\EW YORK AVENUE. N.W, WASHINGTOi'\, D.C. 21J1J06-52n . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 1-page 3 .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, sys- tems 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, 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 ser- vices 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 exist- ing facilities. ARTICLE 2 OWNER 2.1 RESPONSIBILITIES 2.1.1 The Owner shall provide full information in a time- ly 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 contingen- cies. This budget shall not constitute the contract sum. 2.1.3 The Owner shall designate a representative autho- rized 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 inde- pendent revie\v 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 physi- cal 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; adja- cent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and nec- essary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and pri- vate, 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 geotechni- cal engineers when such services are stipulated in this Pan 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 submis- sion of all appropriate reports and professional recom- mendations. 2.1.6 The Owner shall disclose, to the extent known to the O\vner, the results and reports of prior tests, inspec- tions or investigations conducted for the Project involv- ing: structural or mechanical systems: chemical, air and water pollution; hazardous materials; or other environ- mental and subsurface conditions. The O""ner shall dis- close all information knmvn 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'shallpromptly obtain easements, zon- ing variances and legal authorizations regarding site uti- lization where essential to the execution of the Owner's program. 2.1.9 Those services, information, survevs and reports required bv Paragraphs 2.1.4 through 2.1.8 which are within the Owner's control shall be furnished at the Owner's expense, anel the Design/Builder shall be enti- tled to rely upon the accuracyanel completeness there- of, except to the extent the Owner advises the Design/Builder to the contrary in writing. A191-1996 Part 1-Page 4 AlA DOCUMENT A191. Part 1 . OWNER.DESIGNIBUILDER AGREEMENT' 1991\ EDITIO":' .-\1A@'<Q1996THE A.\lERJCAN INSTITUTE OF ARCHITECTS. 17)5 NEW YORK A\'ENUE. N.W. WASHINGTO":. D.C. "0006-5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 2.1.10 If the Owner requires the DesignlBuilder to main- tain any special insurance coverage, policy, amendment, or rider, the Owner shall pay the additional cost thereof except as otherwise stipulated in this Part 1 Agreement. . t' 2.1.11 The Owner shall communicate with persons or entities employed or retained by the DesignlBuilder through the DesigniBuilder, unless otherwise directed by the DesigniBuilder. ARTICLE 3 OWNERSHIP AND USE OF DOCUMENTS AND ELECTRONIC DATA , ., onic data furnished by the DesigniBuilder are instru ts of service. The DesigniBuilder's Architect and other viders of professional services shall retain . all common la, tatutory and other reserved rights, including copyright those instruments of service fur- nished by them. Drawin ecifications, and other doc- uments and electronic data furnished for use solely with respect to this Part 1 Agree nt. The Owner shall be permitted to retain copies, incl . g reproducible copies, of the drawings, specifications, a other docu- ments and electronic data furnished by t esign/ Builder for information and reference in connectio ith ;. , sha ot use the drawings, specifications, and other doc- uments nd electronic data furnished by the DesignlBuil without the written permission of the DesigniBuilder. ings, specifications, and other doc- uments and electroOl lata shall not be used by the Owner or others on other . 'ects, for additions to this Project or for completion 0 '05 Project by others, except by agreement in writing an with appropriate compensation to the DesigniBuilder, un . the Design/ Builder is adjudged to be in default under . Pan 1 Agreement or under any other subsequently exe ed O' oblig '. ns to the Owner, the Architect shall grant a Iicense'to " Owner to use the drawings, specifications, and other datu . ts and electronic data furnished by the Architect to the D ..' niBuilder for the completion of the Project, conditioned'tp the Owner's execution of an agreement to cure the Desl uilder's default in payment to the Architect for servic reviously per- formed and to indemnify the Architect wr regard to claims arising from such reuse without the Arc . ct's documents t official regulatory requirements or for similar purposes in c 'on with the Project is not to be consrruedas publication in der f the rights ARTICLE 4 TIME 4.1 Upon tHe h::quest of the Owner, the DesignlBuilder 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 DesigniBuilder is delayed in the performance of services under this Part 1 Agreement through no fault of the DesigniBuilder, any applicable schedule shall be equitably adjusted. ARTICLE 5 PAYMENTS 5.1 The initial payment provided in Article 9 shall be made upon execution of this Part 1 Agreement and credited to the Owner's account as provided in Subparagraph 9.1.2. 5.2 Subsequent payments for Basic Services, Additional Services, and Reimbursable Expenses provided for in this Pan 1 Agreement shall be made monthly on the basis set forth in Article 9. 5.3 \Vtthin ten (10) days of the Owner's receipt of a properly submitted and correct Application for Payment, the Owner shall make payment to the DesigniBuilder. Agreement not paid when due shall bear inter- est from the date due at . ecified in Paragraph 9.5, or in the absence of a specified rat , e al rate prevailing v,'Acrc thc Project is located. ARTICLE 6 DISPUTE RESOLUTION- MEDIATION AND ARBITRATION betwee anies to this Pan 1 Agreement arising out of or relating t '. Part 1 Agreement or breach. thereof shall be subject to an . ed by mediation or arbitra- tion. Such mediation or arbitra hall be conducted in accordance with the Construction In u ediation or Arbitration Rules of the American Arbitratio soci- , shall e vor to settle disputes by mediation. Demand for mediation I be filed in writing with the other party to this Part 1 ent and with the American Arbitration A'isociation. A de for mediation shall be made within a reasonable time after claim, dispute or other matter in question has arisen. In no t shall t AlA DOCUMENT A191, Part 1 . O~'NER.DESIGN!I:luiLDER AGREEMENT. 1996 EDITION. AlA@.1(;)1996THE AMERlC....'1 lNSTITun: OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W. WASHl:\GTON. D.C. 20006-5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. A191-1996 Part 1-page 5 \ such claim, ( ' matter in question would be barred by the appli~ab!e"s~,atu.te" ita- 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 arbitra- tion 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 proceed- ings 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 Ia\\" or fact between the Design(Builder and any person or entity with whom the DesignlBuilder has a contractu- al 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 man- ner, an additional person or entity not a party to this Part 1 Agreement or not a party to an agreement with the DesignlBuilder, except by written consent containing a specific reference to this Part 1 Agreement signed by the O\vner, the Design/Builder and all other persons or enti- ties sought to be joined. Consent to arbitratiori involving an additional person or entity shall not constitute con- sent to arbitration of any claim, dispute or other ntatter 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 a\"vard rendered bv the arbitrator or arbitrators shall be final, and judgmerlt may be entered upon it in accordance with applicable law in anv court having jurisdiction thereof. ARTICLE 7 .-- MISCELLANEOUS PROVISIONS 7.1 Unless otherwise provided, this Part 1 Agreement shall be governed bv the law of the place where the Project is locatec!. 7.2 The Owner and the DesignlBuilder, 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 Parr 1 Agreement. Neither the Owner nor the DesignlBuilder shall assign this Part 1 Agreemenr without the written consen t 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 DesignlBuilder. 7.4 This Pan 1 Agreement represents the entire and integrated agreement between the Owner and the DesignlBuilder and supersedes all prior negotiations, representations. or agreenients, either written or oral. This Part 1 Agreement may be amended only by written instrument s.igned by both the Owner and the Design! Builder. 7.5 Prior to the termination of the services of the Architect or any other design professional designated in this Part 1 Agreement, the DesignlBuilder 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 origi- nally 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 Parr 1 Agreement may be terminated by either party upon seven (7)" days' written notice should the other party fail to perform substantially in accordance \vith its terms through no fault of the party initiating the termination. 8.2 This Part 1 Agreement may be terminated by the O\mer without cause upon at least seven (7) days' writ- ten notice to the DesignlBuilder. 8.3 In the event of termination not the fault of the DesigniBuilder, the DesignlBuilder shall be compensated for services performed to the termination date. together \vith Reimbursable Expenses then due and Termination Expenses. Termination Expenses are expenses directly anributable to termination, including a reasonable amount for Q\'erhead and profit, for which the Design/Builder is not otherwise compensated under this Pan 1 Agreement. A191-1996 Part 1-Page 6 AlA DOCUMENT A191, Part 1 . O\l:":\ER.DESrGNIBL:Il.DER AGREE.\IENT' 199ri EDITIOX. AI.-\<8I. 01996 THE ,\.\IERIC.-\1'i INSTITUTE OF ARCHITECTS. In, NE'X' YORK AVEXl;E. X.\I:-:. WASHI:-:CTOX. D.C. 20006-5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. ~ ARTICLE 9 --- BASIS OF COMPENSATION The Owner shall compensate the DesignlBuilder 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: A cost not to exceed $126,426.00, included in part 2 9.1.2 At'J INITI.AI.. PAYMENT of nl a Dollars ($ nl a be made upon execution of this Part 1 Agreement and credited to the Owner's account as follows: ) shall 9.1.3 SUBSEQUENT PAYMENTS shall be as follows: Included in Part 2 9.2 COMPENSATION FOR ADDITIONAL SERVICES 9.2.1 FOR ADDITIONAL SERVICES, compensation shall be as follows:' nla 9.3 REIMBURSABLE EXPENSES 9.3.1 Reimbursable E'i:penses are in addition to Compens::nion 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 follows: . nla 9.3.2 FOR REIMBuRSABLE EXPENSES, compensation shall be a multiple of ( ) times the amounts expended. nl a AlA DOCUMENT A191, Part 1. OW1'ER.DESIG1'.llllLDER ....GRED1E:\T. 1996 EDITIO:\. A1A~. CI996 THE A.\IERlCA." l.'SfITLTE OF ARCHITECTS. 1:':\'; 1'EW YORK .\VE:--iCE. :\.\'(. \1('ASHl:\GTO". D.C. 20006.5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 1-page 7 , 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 contribu- tions and benefits. 9.5 INTEREST PAYMENTS 9.6.1 Thc ratc ofiRtcfc3t fOf past duc pa}fi1cflts ~hall be a~ follo~~. (Usury laws al/d requirements ul/der tbe Federal Trutb in l<mding Act, similar state and local COl/sumer credit laws and other regulations at the Owner's and Design/Builder's principal places of business, at the location of tbe Project and elsewhere may affect the /lalidity of this provision. Specific legal adllice should be obtained with respect to deletion, modification or other requirements, sucb as writ/en disclosures or Ii'aivers.) 9.6 IF THE SCOPE of the Project is chal!ged materially, the amount of compensation shall be equitably adjusted. 9.7 The compensation set forth in this Part 1 Agreement DesignlBuilder the services have not been completed within months of the date of this Part 1 Agreement. shall be equitably adjusted if through no fault of the ( ) ARTICLE 10 OTHER CONDITIONS AND SERVICES 10.1 The Basic Services to be performed shall be commenced on September 10, 1997 and, subject to authorized adjustments and to delays not caused by the DesignlBuilder, shall be completed in 120 ( 120 ) calendar days. The DesignlBuilder'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 descnj}{ions of other services, identify Additional Services included witbin Basic Compensation and modifications to the payment and compensation terms included in tbis Agreemelll.) AlA DOCUMENT A191, Part 1. OWNER-DESIGN/BUILDER AGREEMENT- 1996 EDITION. Alo\.@. ~1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W, WASHINGTON, D.C. 20006-5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. A191-1996 Part 1-page 8 10.3 The Owner's preliminary program, budget and other documents, if any, are enumerated as follows: Title Date See.',attached letter and drawing . This Agreement entered into as of the day and year first written above. (Signalllre) '~t.--OV\ ~, ~~ (Printed name and lit/e) Ltr. CA ION: You should sign an original AlA document which has this caution printed in red. An original assures that changes will not be obscured as may occur when documents are reproduced. AlA DOCUMENT A191. Part 1. O\,('NER'DESIGN/BUILDER AGREEMENT. 1996 EDIl10N - AJA@. ~1996 THE ""'\ERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W, WASHINGTON. D.C. 20006-5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 1-Page 9 \ AlA Document A191 Standard Form of Agreement Between Owner and Design/Builder THIS DOCUiVIENT HAS IMPORTANT LEGAL CONSEQUENCES;. CONSULTA710N WITH AN ATTORNEY IS ENCOURAGl:.}) \'(fITH RESPECr TO ITS USE, COMPLETION OR lWODIFICATION Tbis document comprises two separate A....qreemellls: Part 1 A....qreelllelll and Part 2 Agreement. To tbe extent referenced in tbese :\greemellls, subordil/lIte paralfel agreements to A191 consist of AlA Document A491, Standard Form of Agreements Between Design/Builder and Contractol; and AlA Document 13901, Standard Form of A....~reements Between Design/Builder and Arcbitect. PART 2 AGREEMENT 1996 EDITION AGREEMENT made as of [he 9th clay of September in [he year of 1997 (In words, indicate da): 1110mb al1dyear) BETWEEN [he Owner: Augusta, Georgia; a political subdivision of the State of Georgia; (Name and address) 801 Municipal Building 530 Greene Street Augusta, Ga;. and [he DesignIBuilder: riVaJue and tldd,.es.~) R.W. Allen & Associates, Inc. P.O. Box 3925 Augusta, Ga. 30914-3925 Copyright 19H'5, () 1996 The AmcriclI1 In~ti(lJte uf Architt.:'(,[s. 1735 r"cw '\brk Avenue. N.\\Z, \'(';lshington. D.C. 100n6.529~. Reproduction of [he fl1:lterbl herein or sUbst:lJ1fi:t1 quot:uion uf its provisions wirhout {he wriul:'11 permission of [he AlA violatcs the copyright laws of the Cnircd Sr:Ht.'s :.md will subject the violJtor tu legal prosecUlion. . . ~,;'''ii''',': - AlA DOCUMENT A 191, Part 2 . O\,(;i'JER.DESIGN'BlJILDER AGREEMENT' 1996 EDITION' A]A@ '0199<1 THE A,\IE1<IC:\''' I'iSTITI3TE OF A1<CHITECTS. 1755 i'JEW YORK AVENUE, N.\'(:. WASHINGTON. D.C. 2111)06.5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 2-Page 1 For the following Project: (Include Project name, location and a summary description.) Renovation for 2 additionaL state court judges offices, 4th Street Joint Law Enforcement Center, Augusta, Ga. The architec[Ural services described in Article 3 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) Architectural stamp not needed as city/county not requiring building permit due to other renovations currently ongoing. Normal structural, mechanical and electrical engineering services will be provided contractually through the Architecr except as indicated below: (Name, address and discipline) (Registration Number) (Relationship to Design/Builder) n/a The Owner and the DesignlBuilder agree as set forth below. AlA DOCUMENT A191, Part 2 - OWNER.DESIGN/BUILDERAGREEMENT. 1996 EDlTlON. AlAilli. ~1996 THE AMERleAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006-5292 . WARNING: Unlicensed photocopyIng violates U.S. copyrIght laws and Is subjec1IO legal prosecution. A191-1996 Part 2-Page 2 TER.T\1S AND CONDITIONS-PART 2 AGREEivlENT ARTICLE 1 ~---- GENERAL PROVISIONS 1.1 BASIC DEFINITIONS 1.1.1 The Contract Documents consist of the Part 1 Agreement to the extent not modified by this Part 2 Agreement, this Part 2 Agreement, the Design/Builder's Proposal and written addencla to the Proposal identified in Article 14, the Construction Documents approved by the Owner in accordance \vith Subparagraph 3.2.3 and Modifications issued after execution of this Pan 2 Agreement. A Modification is a Change Order or a \vrit- ten amendment to this Part 2 Agreement signed by both parties, or a Construction Change Directive issued by the Owner in accordance with Paragraph 8.3. 1.1.2 The term "Work" means the construction and ser- vices provided by the Design/Builcler to fulfill the Design/Builder's obligations. 1.2 EXECUTION, CORRELATION AND INTENT 1.2.1 It is the intent of the Owner and the Design/Builder that the Contract Documents include all items necessarv for proper execution and completion of the Work. Th~ Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Design/Builder shall be required only to the extent consistent with and reasonably infer- able from the Contract Documents as being necessary to produce the intended results. \\1ords that have well- known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 1.2.2 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 la\\~, the Design/Builder shall notify the Owner in writing. Neither the DesignlBuilder nor the Architect shall be obligated to perform any act which either believes will violate am' applicable law. 1.2.3 Nothing contained in this Part 2 Agreement shall create a contractual relationship between the Owner and any person or entity other than the Design/Builder. 1.3 OWNERSHIP AND USE OF DOCUMENTS , " elec - nic data furnished bv the Design/Builder are instrume - of service. The Design/Builder's Architect and other pro . ers of professional services sl'lall retain all common law, s utory and other reserved rights, including copyright in t 'e instruments of service fur- nished by them. Drawings, sp . ications, and other doc- uments and electronic data are u 'shed for use solelv with respect to this Pan 2 Agreement. e Owner shall be permitted to retain copies, including I' oducible copies, of the drawings, specifiG~tions, an her tiOI 'ith the Project except as provided in Subpara- graphs ? and 1.3.3. 1.3.2 Drawings, s -ifications, ancl other documents and electronic clata furnis 1 by the Design/Builder shall nor be used by the Owner or ers on other projects, for additions to rhis Project or for c )lerion of this Projecr by others, except by agreement il vriting and with appropriate compensation to the Design 'lder, unless the DesignIBuilder is adjudged to be in de a under this Part 2 Agreement or under any other subsequ c.(ccuted clgrccn-,Cl.t. 1/ obligations to the Owner, the Architect shall grant a lice, to the Owner to use the drawings, specifi- cations, and oth ocuments and electronic data fur- nished by the Archite 0 the Design/BuiJcler for the completion of the Projecr, co . ionelupon the Owner's execution of an agreement to cur 1e Design/Builcler's default in payment to the Architect for s . 'ces previous- ly performed and to indemnify the Architect,' regard to claims arising from such reuse without the Arcnt 's p.ofc.'S,'Siollal il"oLuuu.t. documents .. . official regulatory requirements or for similar purposes in co with the Project is not to be construed as publication in derog, the rights ARTICLE 2 OWNER 2.1 The Owner shall designate a representative author- ized ro act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall examine documents submitted by the Design/ Builder and shall render decisions in a timel\" manner and in accordance with the schedule accepted by the Owner. The O,\'ner may obtain independent review of the Contract Documents by a separate architect, engineer, contractor or cost estimator under contract to or employed b\" the Owner. Such independent review shall be undertaken at rhe Owner's expense in a timely man. ner and shall not delay the orderl\" progress of the \,\iork. 2.2 The Owner may appoint an on-site project represen- tative to observe the \Vork and to have such other responsibilities as the Owner and the Design/Builcler agree in \\Tiring. 2.3 The Owner shall cooperate with the Design/Builcler in securing building and other permits, licenses and inspec- tions. The Owner shall nor be required to pay the fees for such permits, licenses and inspections unless the cost of such fees is excluded frolll the Design/Builder's Proposal. 2.4 The Owner shall furnish sen'ices of land surveyors. AlA DOCUMENT A191. Part 2' o\X:"ER-DESIG,"i;BUILDER :\GREEMENT' 1996 EDITIC>;>;' AJ.-\'i\>. <;; 1996 THE :\.\IERIC:\:>I I:>iSTITUTE OF ARCHITECTS. I ~)'i NE\X' YORK AVENUE, N,W. WASIIINGTO;>;. D.C. ~O')o6.)~9~ . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution: A191-1996 Part 2-page 3 geotechnical engineers and other consultants for subsoil, air and water conditions, in addition to those provided under the Part 1 Agreement, when such services are deemed necessary by the Design/Builder to properly carry out the design services required by this Part 2 Agreement. 2.5 The Owner shall disclose, to the extent known to the O\vner, 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. 2.6 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. 2.7 Those services, information, surveys and reports required by Paragraphs 2.4 through 2.6 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. 2.8 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, except as otherwise stipulated in this Part 2 Agreement. 2.9 If the Owner observes or otherwise becomes aware of a fault or defect in the \Vork or nonconformity with the Design/Builder's Proposal or the Construction Documents, the Owner shall give prompt written notice thereof to the Design/Builder. 2.10 The Owner shall, at the request of the Design/ Builder, prior to execution of this Part :2 Agreement and promptl\' upon request thereafter, furnish to the Design/Builder reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Contract. 2.11 The Owner shall communicate \vith persons or entities employed or retained lw the Design/Builder through the Design/Builder, unless otherwise directed b\' the Design/Builder. ARTICLE 3 DESIGN/BUILDER 3.1 SERVICES AND RESPONSIBILITIES 3.1.1 Design services required by this Part :2 Agreement shall be performed by qualified architects and other design professionals. The contractual obligations of such professional persons or entities are undertaken and per- formed in the interest of the Design/Builder. 3.1.2 The agreements bet\veen the Design/Builder and the persons or entities identified in this Part 2 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 O\vner upon request. 3.1.3 The Design/Builder shall be responsible to the Owner for acts and omissions of the Design/Builder's employees, subcontractors and their agents and em- ployees, and other persons, including the Architect and other design professionals, performing any portion of the Design/Builder's obligations under this Part 2 Agreement. 3.2 BASIC SERVICES 3.2.1 The Design!Builder's Basic Services are described below and in Article 14. 3.2.2 The Design/Builder shall designate a representa- tive authorized to act on the Design/Builder's behalf with respect to the Project. 3.2.3 The Design/Builder shall submit Construction Documents for review and approval by the Owner. Construction Documents may include drawings, specifi- cations, and other documents and electronic data setting forth in detail the requirements for construction of the Work, and shall: .1 be consistent with the intent of the Design/Build- er's Proposal; .2 provide information for the use of those in the building trades; and .3 include documents customarily required for regulatory agency approvals. 3.2.4 The Design/Builder, with the assistance of the Owner, shall file documents required to obtain neces- sary approvals of governmental authorities having jurisdiction over the Project. 3.2.5 Unless otherwise provided in the Contract Documents, the Design/Builder shall provide or cause to be provided and shall pay for design services, labor, materials, equipment, tools, construction equipment and machinery. water. heat, utilities, transportation and other facilities and services necessary for proper execu- tion and completion of the Work, ~'hether temporary or permanent and whether or not incorporated or to be incorporated in the \X"ork. 3.2.6 The Design/Builder shall be responsible for all construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the \Vork under this Part :2 Agreement. 3.2.7 The Design/Builder shall keep the O\,'ner infor- med of the progress and quality of the Work. 3.2.8 The Design/Builder shall be responsible for correcting Work which does not conform to the Contract Documents. 3.2.9 The Design/Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted bv the Contract Documents, that the con- struction will be free from faults and defects, and that the construction will conform with the requirements of the A191-1996 Part 2-Page 4 AlA DOCUMENT A191, Part 2. O\\'NER-DESIGN/BL"lI.DER AGREES1ENT. 1996 EDITION. AJ....@- @1996THE .\.\IERICAN INSTITUTE OF ARCHITECTS. I~j) \"E\'f YORK A\'Ei'D,. N.\V. \\"ASHI.\;CTO,'';. D.C. 20006-5292 . WARNING: Unlicensed photocopying violates U,S. copyright Jaws and is subiectto legal prosecution. \ Contract Document~. Construction nOt conforming to these requirements, including substitutions not properl)' approved by the Owner, shall be corrected in accordance with Article 9. 3.2.10 The DesignlBuilder shall pay all sales, consumer, use and similar t,L~es \vhich had been legally enacted at the time the DesignlBuilder's Proposal was first submitted to the Owner, and shall secure and pay for building and other permits and governmental fees, licenses and inspec- tions necessary for the proper execution and completion of the \Vork which are either customarilv secured after execution of a contract for constructioli or are legally required at the time the DesignlBuilder's Proposal \vas first submitted to the Owner. 3.2.11 The DesignlBuilder shall comply with and give notices required by li1\vs, ordinances, rules, regulations and la\vful orders of public authorities relating to the Project. . 3.2.12 The DesignlBuilder shall pay royalties and license fees for patented designs, processes or products. The Design;13uilder shall defend suits or claims for infringe- ment of patent rights and shall hold the Owner harmless from loss on account thereof, but shall nOt be responsible for such defense or loss when a particular design, process or product of a particular manufacturer is required by the Owner. However, if the Design;13uilder has reason to believe the use of a required design, process or product is an infringement of a patent, the Design;13uilder shall be responsible for such loss unless such information is promptly furnished ro the Owner. 3.2.13 The Design;13uilder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Part 2 Agreement. At the completion of the Work, the Design;13uilder shall remove from the site \vaste materi- als, rubbish, the Design;13uilder's rools, construction equipment, machinery, and surplus materials. 3.2.14 The DesignlBuilder shall notify the Owner when the Design/Builder belie\'es that the \,\iork or an agreed upon po~.tion thereof is substantiallv completed. If the Owner concurs, the Design/Builder shall issue a Certificate of Substantial Completion which shall estab- lish the Date of Substantial Completion, shall state the responsibility of each party for security,. maintenance, hear, utilities, damage to the Work and insurance, shall include a list of items to be completed or corrected and shall fix the time within which the Design/Builder shall complete items listed therein. Disputes between the Owner and Design/Builder regarding the Certificate of Substantial Completion shall be resolved in accordance with provisions of Arricle 10. 3.2.15 The DesignlBuilder shall maintain at the site for . the Owner one record copv of the drawings, specifica- tions, product dara. samples, shop dra\\'ings, Change Orders and other modifications, in good order and reg- ubrl~' updated to record the completed construction. These shall be dehered to the Owner upon completion of construction and prior to fin,t! pavmenr. 3.3 ADDITIONAL SERVICES 3.3.1 The services described in this Paragraph 3.3 are not included in Basic Services unless so identified in Article 14, and they shall be IXlid for by the Owner as pro- vided in this Part 2 Agreement, in addition to the com- pensation for Basic Services. The services described in this Paragr:'1ih 3.3 shall be provided only if authorized or confirmed in writing by the Owner. 3.3.2 l\'laking revisions in drawings, specifications; and other documents or electronic data when such revisions are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents or electronic data. 3.3.3 Providing consultation concerning replacement of Work damaged by fire or other calise during construc- tion, and furnishing services required in connection with the replacement of such Work. 3.3.4 Providing services in connection with a public hearing. arbitration proceeding or legal proceeding, except ",'here the Design/Builder is a party thereto. 3.3.5 Providing coordination of construction performed by the Owner's own forces or separate contractors employed by the O\vner, and coordination of services required in connection with construction performed and equipment supplied by the Owner. ~ ~ ~'~~rr~ ~;:~~~'~~'~~I~~~~~~cord ~ocumcnts o.~ ~~~ct~~ni~ (~ta s : l:~ ;. oj . . cha~ges in the 3.3.7 Providing assistance in the utilization of equip- ment or systems such as preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. ARTICLE 4 . TIME 4.1 Unless orhenvise indicated, the Owner and the Design/Builder shall perform their respective obligations as expeditiously as is consistent \yith reasonable skill and care and the orderlv progress of the Project. 4.2 Time limits stated in the Contract Documents are of the essence. The \Vork to be performed under this Parr 2 Agreement shall commence upon receipt of a notice to proceed unless otherwise agreed and, subject to autho- rized l\'lodificarions, Substantial Completion shall be achieved on or before the date established in Article 14. 4.3 Substantial Completion is the stage in the progress of the Work when the \\?ork or designated portion there- of is sufficiently complete in accordance with the Contract Documents so the O\vner can occupy or utilize the Work for its intei1Cled use. 4.4 Based on the Design/Builder's Proposal, a construc- tion schedule shall be provided consistent with Para- graph 4.2 above. 4.5 If the Design/Builder is de laved at any time in the progress of the \Vork bv an act or neglect of the O\\'ner. O\vner"s employees. or separate contractors employed by the Owner. or bv changes ordered in the Work, or by AlA DOCUMENT A 191. Part 2 . OWNEIl.DESIGN BUI.DEIl ,\GllEE.\!ENT. 1996 EDITION. Al:\@ .,1:) 19')6 THE A.\IEHlC..\S IssTrn;TE OF ,\J{CHITECTS l~j-i NE\V ,UIU, WE1\L;E. N.W. WASHINCTON. D.C. 2utJo6.-i292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subiect to legal prosecution. A191-1996 Part 2-page 5 labor disputes, fire, unusual delay in deliveries, adverse weather conditions not reasonably anticipatable, unavoidable casualties or other causes beyond the Design!l3uilder's control, or by delay authorized by the Owner pending arbitration, or by other causes which the Owner and Design!l3uilder agree may justify delay, then the Contract Time shall be reasonably extended by Change Order. ARTICLE 5 ------ PAYMENTS 5.1 PROGRESS PAYMENTS 5.1.1 The Design!l3uilder shall deliver to the Owner itemized Applications for Payment in such detail as indicated in Article 14. 5.1.2 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 DesignlBuilder. 5.1.3 The Application for Payment shall constitute a representation by the DesignlBuilder to the Owner that the design <ind construction have progressed to the point indicated, the quality of the Work covered by the application is in accordance with the Contract Documents, and the Design!l3uilder is entitled to payment in the amount requested. 5.1.4 Upon receipt of payment from the Owner, the DesignlBuilder shall promptly pay the Architect, other design professionals and each contractor the amount to which each is entitled in accordance \'lith the terms of their respective contracts. 5.1.5 The Owner shall have no obligation under this Part 2 Agreement to pm' or to be responsible in any way for payment to the Architect, another design professional or a contractor performing portions of the \\fork. 5.1.6 Neither progress pavment nor partial or entire use or occupancy of the Project b\' the O'wner shall consti- tute an acceptance of \'\'ork not in accordance \\lith the Contract Documents. 5.1.7 The Design/Builder warrants that title to all con- struction covered bv an Application for Payment will pass to the Owner no larer than the time of pavment. The DesignlBuilder further \van-ants that upon submittal of an Application for Pam1ent all construction for which pav- ments have been received from the O\,'ner shall be free and clear of liens. claims. security interests or encum- brances in favor of the DesignlBuilcier or any other person or entity performing construction at the site or furnishing materials or equipment relating to the construction. 5.1.8 At the time of Substantial Completion, the Owner shall pay the Design/Builder the retainage, if anv, less the reasonable cost to correct or complete incorrect or incom- plete \'(1<xk. Final pavment of such withheld sum shall be made upon correction or completion of such \\'l1rk. 5.2 FINAL PAYMENT 5.2.1 Neither final pavment nor amounts retained, if any, shall become due until the DesignlBuilder submits to the Owner: (1) an affidavit that payrolls. bills for materials and equipment, and other indebtedness connected with the \Vork for which the Owner or Owner's property might be responsible or encumbered (less amounts withheld by the Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner; (3) a written statement that the DesignlBuilder knows of no substan- tial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) consent of surety, if any, to final pa~ment; and (5) if required by the Owner, other daraestablishing payment or satisfaction of obligations, such as receipts, releases and \vaivers of liens, claims, security interests or encum- brances arising out of the Contract; to the extent and in such form as may be designated b~' the Owner. If a contractor or other person or entity entitled to assert a lien against the Owner's property refuses to furnish a release or waiver required by the O\\'ller, the Design/ Builder may furnish a bond satisfactor\' to the Owner to indemnify 'the Owner against such lien. If such lien remains unsatisfied after payments are made, the DesignlBuilder shall indemnify the Owner for all loss and cost, including reasonable attorneys' fees incurred as a result of such lien. 5.2.2 When the Work has been completed and the con- tract fully performed, the DesignlBuilder shall submit a final application for payment to the O",'ner, who shall make final payment within 30 days of receipt. 5.2.3 The making of final payment shall constitute a waiver of claims by the Owner except those arising from: .1 liens, claims, security interests or encumbrances arising out of the Contract ancl unsettled; .2 failure of the Work to complv \\'ith the require- ments of the Contract Documems: or .3 terms of special warramies required lw the Con- tract Documents. 5.2.4 :\cceptance of final pavmem shall constitute a \\'aiver of all claims b~' the Design/Builder except those !xe\'ious!\- made in writing and iclemified by the Design'Builder as unsettled at the time of final Appltcation for Payment. 5.3 INTEREST PAYMENTS 5.3.1 Pavmems due the Design/Builder uncler this Part 2 Agreement which are not paic! \vhen due shall bear inter- est from the date due at the rate specified in Article 13, or in the absence of a specified rate. at the legal rate prevailing where the Project is located. ARTICLE 6 PROTECTION OF PERSONS AND PROPERTY 6.1 The DesignlBuilder shall be respon~ible for initiat- ing. maintaining and providing supelTision of all safety precautions and programs in conlk'Ctiun with the performance of this Part 2 Agreemem. A191-1996 Part 2-Page 6 AlA DOCUMENT A191, Part 2' OWSEI,.[)ESIC;,\i,BUI.DER AGREE,\IE"iT' 1996 EDITI()\:' .\I..\@' ~ 1996 THE ASIER1CM\ Ii,STITIJTE OF AI\CHITECTS. '-5'; "iE\'(" YORK AVEi'lLE. "i.W. \\ASHI"iCTO\:. D.C. 20I)il6-5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 6.2 The DesignIBuilder shall take reasonable precau- tions for the safet}' of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work and other persons who may be affected thereby; (2) the Work and materials, and equip- ment to be incorporated therein, whethei" il1"storage on or off the site, under care, custod", or control of the Design/Builcler or the Design/Builder's contractors; and (3) other property at or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roachvays, structures and utilities not designated for removal, relocation or replacement in the course of construction. 6.3 The DesignlBuilder shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on the safety of persons or property or their protection from damage, injury or loss. 6.4 The DesignIBuilder shall promptly remedy damage and loss (other than damage or loss insured under property insurance provided or required by the Contract .Documents) to property at the site caused in whole or in part by the Design/Builder, a contractor of the DesignIBuilder or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable. ARTICLE 7 INSURANCE AND BONDS 7.1 DESIGN/BUILDER'S LIABILITY INSURANCE 7.1.1 The Design/Builder shall purchase from and maintain, in a company or companies Imvfully authorized to do business in the jurisdiction in which the Project is located, such insurance as will protect the Design/Builder from claims set forth belmv which mav arise out of or result from operations under this Parr' 2 Agreement by the DesignIBuilder or by a contractor of the Design/ Builder, or by anvone directlv or indirectlv employed bv an}' of them, or bv anvone for whose acts any of them mav be liable: .1 claims uncler workers' compensation, disability benefit and other similar employee benefit laws' that are applicable to the Work [0 be performed; .2 claims for damages because of bodilv injul)~ occu- pational sickness or disease, or death of the DesignlBuilder's employees; .3 claims for damages because of bodilv injury, sick- ness or disease, or death of persons other than the Design/Builder's employees: .4 claims for damages covered bv usual personal in- jury Iiabilit}. coverage which are sustained (1) by a person as a result of an offense directly or incli- rectly related to employment of such person by the DesigniBuilder or (2) by another person; .5 claims for damages. other than to the Work itself. because of injury to or destruction of tangible propertv, including loss of use resulting therefrom: .6 claims for damages because of bodily injury, (k,nh of a person -or propelTy damage arising out of ownership, maintenance or use of a motor vehicle; and .7 claims involving contractLl,Il liability insurance appliGible to the Design!Builder's obligations umIer Paragraph 11.5- 7.1.2 The insurance required by Subparagraph 7.1.1 shall be written for not less than limits of liabilitv specified in this Part 2 Agreement or required by Imv, whichever coverage is greater. Coverages, \vhether written on an occurrence or claims-made basis, shall be maintained without interruption from elate of com- mencement of the \Vork until elate of final payment and termination of any coverage required to be maintained after final payment. 7.1.3 Certificates of insurance acceptable to the Owner shall be delivered to the Owner immediately after execu- tion of this Part 2 Agreement. These certificates and the insurance policies required by this Paragraph 7.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment, an addi- tional certificate evidencing continuation of such cover- age shall be submitted \vith the application for final pay- ment. Information concerning reduction of coverage shall be furnished by the Design/Builder with reasonable promptness in accordance with the Design/Builcler's information and belief. 7.2 OWNER'S LIABILITY INSURANCE 7.3 PROPERTY INSURANCE 7.3.1 Unless otherwise provided under this Part 2 Agreement, the O\vner shall purchase and maintain, in a company or companies authorized to do business in the jurisdiCtion in which the principal improvements are [0 be located, property insurance upon the \Vork to the full insurable value thereof on a replacement cost basis ';\'ithout optional deduCtibles. Such propelTy insurance shall be maintained. unless othei\vise provid- ed in the Contract Documents or othenvise agreed in \\Titing bv all persons and entities who are beneficiaries of such insurance, until final payment has been made or until no person or entity other than the Owner has an insurable interest in the propelTv ("eq'uirecl bv this Paragraph 7.3 to be insured, whichever is earlier. This insurance shall include interests of the Owner, the DesignIBuilder, and their respective contractors and subcontractors in the Work. 7.3.2 Property insurance shall be 011 an all-risk policy form and shall insure against the perils of fire and extencl- ed coverage and physical loss or damage including, with- out duplication of coverage. theft, vandalism, malicious mischief, collapse, blsework, temporary buildings and AlA DOCUMENT A191, Part 2' O\X'NEH.DESIGNIBI:lLDER .-\GREE~lENT' 1996 EDITION' ,\1.\ &'. D 1996 THE A"IEHIC\N I:-:STITLiTE OF AHUIlTE(:TS. 1-.1'; i'EW YORK AVENuE, N.W. WASHI.\;GTO,. D.C. 2f)I)1)6-52<J:! . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 2-Page 7 debris removal including demolition occasioned bv enforcement of any applicable legal requirements, anCt shall cover reasonable compensation for the services and expenses of the DesignIBuilder's Architect and other pro- fessionals required as a result of such insured loss. Coverage for other perils shall not be required unless oth- erwise provided in the Contract Documents, 7.3.3 If the Owner does not intend to purchase such property insurance required by this Part 2 Agreement and \vith all of the coverages in the amount described above, the Owner shall so inform the DesignIBuilder prior to commencement of the construction. The DesignIBuilder may then effect insurance \vhich will protect the interests of the DesignIBuilder and the DesignIBuilder's contrac- tors in the construction, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the DesignIBuilder is damaged by the failure or neglect of the Owner (0 purchase or maintain insurance as de- scribed above, then the Owner shall bear all reasonable costs properly attributable thereto. 7.3.4 Unless otherwise provided, the Owner shall pur- chase and maintain such boiler and machinery insurance required by this Part 2 Agreement or by law, \vhich shall specifically cover such insured objects during installation and until final acceptance bv the Owner. This insurance shall include interests of the Owner, the DesignlBuilder, the Design/Builder's contractors and subcontractors in the Work, and the Design/Builder's Architect and other design professionals. The Owner and the Design/Builder shall be named insurecIs. 7.3.5 A loss insured under the Owner's property insur- ance shall be adjusted by the Owner as fiduciary and made payable to the Owner a,5 fiduciary for the insur~ds, as their interests may appear, subject to requirements of am' applicable mortgagee clause and of Subparagraph 7.3.ICl. The DesignIBuilcler shall pav contractors their shares of insurance proceeds received bv the Desian/ Builder and bv appropriate agreement, \\Tit'ten where legally req~ired for validitv, sh:dl require contractors to make pavments to their subcontractors in similar manner. 7.3.6 Before an exposure to loss mav occur. the Owner shall file with the Design/Builcier a COp\- of each polin- that includes insurance coverages required by this Paragraph 7.3. Each policy shall contain all generally ap- plIcable conditions. definitions. exclusions and endorse- ments related to this Project. Each policy shall contain a provision that the policy will not be canceled or allmved to expire until at least 30 davs' prior written notice has been given to the Design/Builder. 7.3.7 If the Design/Builder requests in writina that insur- ance for risks other than those described h~rein or for Other special hazards be included in the propertv insurance poliC\', the O\,-ner shall. if possible, obtain sucl; insurance, and the cost thereof shall be charged to the DesignlBuilcler b\- appropriate Change Order. 7.3.8 The Owner and the DesignIBuilder \vaive all rights against each other and the Architeer and other design professionals, contractors, subcontractors, agents and em ployees, each of the Other, for damages caused by fire or Other penIs to the extent covered by property insur- ance obtained pursuant to this Paragraph 7.3 or other propertv insurance applicable to the \\fork, except such rights as they may have to proceeds of such insurance held by the Owner as trustee. The Owner or Design/ Budder, as appropriate, shall require from contractors and subcontractors by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated in this Paragraph 7.3. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that per- son or entity would otherwise have a dutv of indemnifi- cation, contractual or otherwise, did not 'pay the insur- ance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 7.3.9 If required. in wntlng by a pany in interest, the Owner as trustee shall, upon occurrence of an insured' loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agree- ment as the parties in interest mav reach or in accor- dance \vith an arbitration award in \~hich c;se the proce- dure shall be as provided in Article 10. If after such loss no other special agreement is made, replacement of dam- aged Work shall be covereel by appropriate Change OrcIer. 7.3.10 The Owner as trustee shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing, within five (5) days after occurrence of loss to the Owner's exercise of this power; if such objection be made, the panies shall enter into dispute resolution under procedures provided in Article 10. If distribution of insurance proceeds by arbitration is required. the arbitrators will direct such distribution. 7.3.11 Partial occupancy or use prior to Substantial Completion shall not commence until the insurance com pam' or companies' providing propertv insurance have consented to such partial occupanc\' or use bv endorsement or otherwise. The Owner an(( the Design'; Builder shall take reasonable steps to obtain consent of the insurance companv or companies and shall not. \vithoLlt mutual \\Titten consent. take anv action with respect to partial occupancy or use that - would cause cancellation. lapse or reduction of coverage. 7.4 LOSS OF USE INSURANCE 7.4.1 The Owner, at the Owner's option, may purchase and maintain such insurance as \\'ill insure the Owner against loss of use of the Owner's propenv due to fire or other hazards, ho\\'ever caused. The O\~'ner waives all rights of action against the DesigniBuilcIer for loss of use of the Owner's property, including consequential losses due to fire or other hazards. however Clusecl. A191-1996 Part 2-Page 8 AlA DOCUMENT A191, Part 2 . O\C'iER-DESIG:\'BLlLDER AGREE,\IEZ'iT. 199', EDITIO;'>: . ..\I..\i!9 . '01996 THE ,\,\IERICA:'I I"STlTUTE OF ARCHITECTS. 1-_" \E\\' YORK WENLE. \.\X'. \X~\SHI\GT'),. [J C. 2(01)6-;292 _ WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. ARTICLE 8 --~-- CHANGES IN THE WORK 8.1 CHANGES }.!,;~ 8.1.1 Changes in the Work may be accomplished after executioi1 of this Part 2 Agreement, without invalidating this Pan 2 Agreement, by Change Order, Construction Change Directive, or order for a minor change in the \Vork, subject to the limitations stated in the Contract Documents. 8.1.2 A Change Order shall be based upon agreemen t between the Owner and the DesignlBuilder; a Construc- tion Change Directive may be issued by the Owner with- out the agreement of the DesignlBuilder; an order for a minor change in the Work may be issued by the DesignlBuilder alone. 8.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the DesignlBt.lilder shall proceed promptly, unless other- \vise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. 8.1.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and-if quantities originally contemplated are so changed in a proposed Change Order or Construction Change Directive that application of such unit prices to quantities of \Vork proposed will cause substantial inequity to the Owner or the Design! Builder, the applicable unit prices shall be equitably adjusted. 8.2 CHANGE ORDERS 8.2.1 A Change Order is a written instrument prepared bv the DesignlBuilder and signed by the Ovmer and the DesignlBuilder, stating their agreement upon all of the following: .1 a change in the Work: .2 the ,lmoum of the adjustmem, if any, in the Con- tract Sum; and .3 the extent of the adjustment. if am-, in the Con- tract Time. 8.2.2 If the Owner requests a proposal for a change in the Work from the DesignlBuilder and subsequently elects not to proceed with the change, a Change Order shall be issued to reimburse the Design/Builder for anv costs incurred for estimating services, cclesign services o'r preparation of proposed revisions to the Contract Documents. 8.3 CONSTRUCTION CHANGE DIRECTIVES 8,3.1 A Construction Change Directive is a written order prepared and signed bv the~ Owner, directing a change in the Work prior [0 agreement on adjustment, if any, in the Contract Sum or Contr:lct Time, or both. 8.3.2 Except as otherwise agreed by the Owner and the DesignlBuilder. the adjustment to the Contract Sum shall be determined on the basis of reasonable expendi- tures and s;lVings of those performing the \Xfork attribut- able to the change, including the expenditures for design services and reVISions to the Contract Documents. In case of an increase in the Contract Sum, the cost shall include a reasonable allowance for overhead and profit. In such case, the DesignlBuilder shall keep and present an itemized accounting together with approp'ri,ire supporting dara for inclusion in a Change Order. Unless otherwise provided in the Contract Documents, costs for these purposes shall be limited to the following: .1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 costs of materials, supplies and equipment, in- cluding cost of transportation, whether'incorpo- rated or consumed: .3 rental costs of machinery and equipment exclu- sive of hand rools, whether rented from the DesignlBuilder or others; .4 costs of premiums for all bonds and insurance permit fees, and sales, use or similar taxes; .5 additional costs of supervision and field office personnel directly attributable to the change; and fees paid to the Architect, engineers and other professionals. 8.3.3 Pending final determination of cost to the Owner, amounts not in dispute may be included in Applications for Pavment. The amount of credit ro be allowed bv the Desig;1lBuilder to the Owner for deletion or ch'ange which results in a net decrease in the Contract Sum will be actual net cost. When both additions and credits cov- ering related Work or substitutions are involved in a change, the allm-vance for overhead and profit shall be figured on the basis of the net increase, if any, with respect [0 that change. 8.3.4 \'\;hen the Owner and the DesignlBuilder agree upon the adjustments in the Contract Sum and Contract Time, such agreement shall be effective immediatelv and shall be rec;rded by preparation and execution of an appropriate Change Order. 8.4 MINOR CHANGES IN THE WORK 8.4.1 The DesignlBuilcler shall han:: aur!1ority to make minor changes in the Construction Documents and con- struction consistent with the intent of the Conn-acr Documents when such minor changes do not involve adjustment in the Contract Sum or extension of the Contract Time. The DesignlBuilder shall promptly inform the Owner, in writing, of minor changes in the Construction Documents and construCtion. 8.5 CONCEALED CONDITIONS 8.5.1 If conditions are encountered at the site which are (1) subsurface or othenyise concealed physical condi- tions \,'hich differ materiallv from those indicated in the Contract Documents, or (2) unknown physical condi- tions of an unusual nature which differ materiallv from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents. then notice by the observing partv shall be given ru the other pam' promprh- before conditions are disturbed and in no Q AlA DOCUMENT A191, Part 2. O\X',\ER-DESIGNiBULDER ,\GREEMENT. 19'-!6 EDITION. _\l.o\'P,;. 01996 THE ".\IERICAN INSTlTLTE OF ARCHITECTS. 1735 NEW YORK AVE;-':UE. N.W, WASI-IINGTO'\. D.C. c',')06.52n . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 2-Page 9 \ event later than 21 davs after first observance of the conditions. The Contl"act Sum shall be equitably adjust- ed for such concealed or unknown conditions by Change Order upon claim by either parry made within 21 days after the claimant becomes aware of the conditions. 8.6 REGULATORY CHANGES 8.6.1 The DesignlBuilder shall be compensated for changes in the construction necessitated by the enact- ment or revision of codes, la\vs or regulations subsequent to the submission of the DcsignlBuilder's Proposal. ARTICLE 9 CORRECTION OF WORK 9.1 The DesignlBuilder shall promptly correct Work rejected by the Owner or known by the DesignlBuilder to be defective or failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and ",'hether or not fabricat- ed, installed or completed, The DesignlBuilder shall bear costs of correcting such rejected \\fork, including additional testing and inspections. 9.2 If, \vithin one (1) year after the date of Substantial Completion of the Work or, after the date for commence- ment of warranties esrablished in a written agreement between the Owner and the DesignlI3uilder, or by terms of an applicable special warranty required by the Contract Documents, am' of the Work is found to be not in accordance with the' requirements of the Contract Documents, the DesignlI3uilder shall correct it promptly after receipt of a written notice from the Owner to do so unless the Owner has previously given the Design! Builder a written acceptance of such condition. 9.3 Nothing contained in this Article 9 shall be con- strued to e~tablish a period of limitation with respect to other obligations \vhich the DesignlBuilder might have under the Contract Documents. Establishment of the time period of one (1) veal' as described in Subparagraph 9.2 relates onh- to the specific obligation of the Design/Builcler to correct the \'.;Iork. and has no relation- ship ~to the time within \,'hich the obligation to comply \vith the Contract Documents mav be sought to be enforced. nor to the time within which proceedings ma\' be commenced to establish the DesignlI3uilder's liability \\'ith respect to the Design/Builder's obligations other than specificallv to correct the Work. 9.4 If the Design/Builcler fails to correct nonconforming \"ork as required or fails to carry out Work in accordance \\'ith the Contract Documents. the Owner. bv \vritten order signed personallv or bvan agent spedfically so empowered bv the Owner in writing, may order the Design/Builder to stop the \\fork. or any porrion thereof, until the cause for such order has been eliminated; how- ever. the O\mer's right to stop the Work shall not give rise to a dut\. on the parr of the Owner to exercise the right for benefit of the DesignlBuilcler or other persons or entities. 9.5 If the Design/Builder debults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven (7) days after receipt of written notice from the Owner to commence and con- tinue correction of such default or neglect with diligence and promptness, the Owner ma\' give a second written notice to the Design/Builder and, seven (7) days follow- ing receipt by the DesignlBuilder of that second written notice and without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design/ Builder, the costs of correcting such deficiencies. If the payments then or thereafter due the DesignlBuilder are not sufficient to cover the amount of the deduction, the DesignlI3uildershall pav the difference to the Owner. Such action by the Owner shall be subject to dispute resolution procedures as provided in Article 10. ARTICLE 10 --------- DISPUTE RESOLUTION- MEDIATION AND ARBITRATION 10.1 Claims, disputes or other matters in question between the panies to this Part 2 Agreement arising out of or relating to this Part 2 Agreement or breach thereof shall be subject to and decided by mediation or arbitra- tion. Such mediation or arbitration shall be conducted in accordance with the Construction Industry l'...lediation or Arbitration Rules of the American Arbitration Association currently in effect. 10.2 In addition to and prior to arbitration, the panies shall endeavor to settle disputes by mediation. Demand for mediation shall be filed in writing with the other pany to this Pan 2 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 insti- tution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred bv the applicable statutes of I'epose or limitations. 10.3 Demand for arbitration shall be filed in writing \vith the other pam' to this Pan 2 Agreement and with the American Arbitration Association. A demand for arbitra- tion 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 \vhen institution of legal or equitable proceed- ings based on such claim. dispute or other matter in question would be barred b\' the applicable statutes of repose or limitations. 10.4 An arbitration pursuant to this Article may be jOined with an arbitration involving common issues of law or fact between the Design/Builder and any person or entity \,'ith whom the Design/Builder has a contractu- al obligation to arbitrate'disputes. No other arbitration arising out of or relating to this Part 2 Agreement shall include, bv consolidation, joinder or in am' other man- ner, an aclCIitional person or entin' not a party' to this Part 2 Agreement or not a panv to an :lgreement with the DesignlBuilder. except by wrinen consent containing a A191-1996 Part 2-Page 10 AlA DOCUMENT A191, Part 2' OW:\ER,DESIGS BUJ.I)EH AGHEE,\IfXr. 19% EDITIOi\. AIA<!\J _ (i) 1996 THE ,\,\IEHIC\.\; INSTITUTE OF ARCHITECTS. 1~.35 :\E'" YORK AVEi\'l'E. S.\\:. \\"-,III:\<;TO:\. nL 2lJil06-5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subiect to legal prosecution. specific reference to this Part 2 Agreement signed by the Owner, the DesignlBuilder and any other person or enti- ties sought to be joined. Consent to arbitration involving an additional person or entity shall not constitute con- sent to arbitration of any claim, dispute or other matter in question not described in the \'lritten consent or \'lith a person or entity not named or described therein. The foregoing agreement to arbitrate and other ~lgreements to arbitrate with an additional person or entity duly con- sented to by the parties to this Part 2 Agreement shall be specifically enforceable in accordance with applicable law in any coun having jurisdiction thereof. 10.5 The award rendered b\' the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any coun having jurisdiction thereof. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Unless otherwise provided, this Part 2 Agreement shall be governed by the law of the place where the Project is located. 11.2 SUBCONTRACTS 11.2.1 The DesignlBuilder, as soon as practicable after execution of this Part 2 Agreement, shall furnish to the Owner in writing the names of the persons or entities the DesignlBuilder will engage as contractors for the Project. 11.3 WORK BY OWNER OR OWNER'S CONTRACTORS 11.3.1 The O\'lner reserves the right to perform con- struction or operations related to the Project with the Owner's own forces, ancl to a\'lard separate contraCts in connection \vith other portions of the Project or other construction or operations on the site under conditions of insurance and waiver of subrogation identical to the provisions of this Part 2 Agreement. If the DesignlBuilder claims rhar c1elm' or additional cosr is involved because of such actjonb~' rhe Owner. rhe DesignlBuilder shall assert such claims as provided in Subparagraph 11.4. 11.3.2 The DesignlBuilder shall afford the O\"\'ner's separate comractors reasonable opportunitv for intro- duction and storage of their materials and equipment and performance of theil" activities and shall connect and coordinate the Design/BLiilder's construction and opera- tions with theirs as required I]V the Contracr Documents. 11.3.3 Costs caused bv delays or by improperly timed activities or defective construction shall be borne bv the party responsible therefor. . 11.4 CLAIMS FOR DAMAGES 11.4.1 If either partl' to this Part :2 Agreement suffers injury or damage to person or propeny because of an act or omission of the other party, of anv of the other party's emplo~rees or agents, or of others for whose acts such party is legal!\' liable. written nmice of such injury or damage, whether or not insured. shall be given to the other party within a reasonable time not exceeding 2] days after first observance. The notice shall provide sufficient detail to enable the other panv to investigate the matter. If a claim of additional cost or time related to this claim is to be asserted, it shall be filed in writing. 11.5 INDEMNIFICATION 11.5.1 To the fullest extent permitted by law, the DesignlBuilder shall indemnify and hold harmless the Owner, Owner's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising our of or resulting from performance of the \\/ork, provided that such claim, damage, loss or expense is attributable to bodilv injun', sickness, disease or death, or to injury to or destruction of tangible prop- erty (other than the \\'()rk itself) including loss of use resulting therefrom. but onlv to the extent caused in whole ~r in part by negligen't acts or omissions of the Design/Builder, anyone directly or indirectl~' employeel lw the DesignlBuilder or anyone for whose acts the DesignlBuilder may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph 11.5. 11.5.2 In claims against any person or entity indemnified under this Paragraph 11.5 by an employee of the Design/Builder, anyone directly or indirectly employed bv the DesignlBuilder or anyone for whose acts the DesignlBuilder may be liable, the indemnification oblig- ation under this Paragraph 11.5 shall not be limited by a limitation on amount or type of damages, compensation or benefirs payable by or for the DesignlBuilder under workers' compensation acts, disabilitv benefit acts or other emplovee benefit acts. 11.6 SUCCESSORS AND ASSIGNS 11.6.1 The Olmer and Design/Builder. respectively, bind themselves. their partners. successors. assigns and legal representatives to the orher parrl' to ~rhis ParrL:2 Agreement ane! to rhe partners. sllccessors and assigns of sllch orher parrl' wirh respect [0 all covenants of rhis Parr :2 Agreement. i\either the Owner nor the Design/Builder shall assign this Parr 2 Agreement without the written consent ~f the other. The~ Owner ma~' assign this Part 2 Aweemenr to am' institutional lender providing con- struction financing. and the Design/Builder agrees to execute all consents reasonablv required to facilitate such an assignment. If either parrv makes such an assign- ment. that parr\' shall nevertheless remain legally respon- sible for all obligations under this Part 2 Agreement, unless otherwise agreed bv the other parrv. 11.7 TERMINATION OF PROFESSIONAL DESIGN SERVICES 11.7.1 Prior to termination of th..; services of the Architect or am' Other design professiorul designated in this Pan 2 Agreement. the Design/Builder shall identif\' to the Own'er in writing another' architect or othe'r de.sign professional with respect to whom the Owner has no reasonable objection, who will pnwide the services AlA DOCUMENT A 191, Part 2 ' O\V;\EK,DESIG,,:BIJII.DEK AGHEE:>tENT' 1996 EDITION' elIX!!: "C 19<)6 TilE ",IJEHlele" I;\STITLTE OF ,V~Cl-IITECTS. 1'5' NEW YOKK AVENUE, N.\X~, WtlSHINGj't)N. D.C. ':1)111)1'.,292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 2-page 11 originally to have been provided by the Architect or other design professional whose services are being terminated. 11.8 EXTENT OF AGREEMENT 11.8.1 This Part 2 Agreement represents the entire agreement between the Owner and the DesignlBuilder and supersedes prior negotiations, representations or agreements, either written or oral. This Part 2 Agreement may be amended only b~' \vritten instrument and signed by both the Owner and the DesignlBuilder. ARTICLE 12 TERMINATION OF THE AGREEMENT 12.1 TERMINATION BY THE OWNER 12.1.1 This Part 2 Agreement may be terminated by the O\vner upon 14 days' written notice to the DesignlBuilder in the event that the Project is abandoned. If such termi- nation occurs, the Owner shall pay the DesignlBuilder for Work completed and for proven loss sustained upon materials, equipment, tools, and construction equipment and machinery, including reasonable profit and applicable damages. 12.1.2 If the DesignlBuilder defaults or persistently fails or neglects to carry out the \\lork in accordance with the Contract Documents or fails to perform the provisions of this Part 2 Agreement, the Owner may give written notice that the Owner intends to terminate this Part 2 Agreement. If the DesignlBuilder fails to correct the defaults, failure or neglect within seven (7) days after being given notice, the Owner may then give a second written notice and, after an additional seven (7) days, the Owner may without prejudice to any other rei-nedy ter- minate the employment of the DesignlBuilder and take possession of the site and of all materials, equipment, tools and construction equipment and machinery there- on owned by the DesignlBuilder and finish the Work by "\vhatever method the Owner may deem expedient. If the unpaid balance of the Contract Sum exceeds the expense of finishing the \\iork and all damages incurred by the Owner, such excess shall be paid to the DesignlBuilder. If the expense of completing the Work and all damages incurred by the Owner exceeds the unpaid balance, the DesignlBuilder shall pay the differ- ence to the Owner. This obligation for payment shall sur- vive termination of this Part 2 ;\greement. 12.2 TERMINATION BY THE DESIGN/BUILDER 12.2.1 If the O"\vner fails to make payment when due, the DesignlBuilder may give written notice of the Design/ Builder's intention to terminate this Part 2 Agreement. If the DesignlBuilder fails to receive payment within seven (7) days after receipt of such notice by the Owner, the DesignlBuilder may give a second \vritten notice and, seven (7) days after receipt of such second written notice by the O\vner, may terminate this Part 2 Agreement and recover from the Owner payment for Work executed and for proven losses sustained upon materials, equipment, tools, and construction equipment and machinery, including reasonable profit and applicable damages. ARTICLE 13 BASIS OF COMPENSATION The Owner shall compensate the DesignlBuilder in accordance "\vith Article 5, Payments. and the other provisions of this Part 2 Agreement as described belo"\\'. 13.1 COMPENSATION 13.1.1 For the DesignlBuilcler's performance of the \\lark, as described in Paragraph 3.2 and including any other services listed in Article 1-1 as part of Basic Services, the O\vner shall pm' the Design/Builder in current funds the Contract Sum as follows: A cost not to exceed $126,426.00 . A191-1996 Part 2-page 12 AlA DOCUMENT A191. Part 2. OWSER-DESIG,"./I:lClLDER AGREnlE"T' 1996 EDITH)". AH'@ . I!:) 1996 THE ,\.\lERICAN INSTITeTE OF AHCHITECTS. 1735 ,'iE\\:' YORK A\'E:'\LE. .'i.\X:. \X:\SIUNCTO". D.C. ~O(){J6-;~92 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 13.1.2 For Additional Services, as described in Paragraph 3.3 and including any other services listed in Article 14 as Additional Services, compensation shall be as follows: n/a :..~ . 13.2 REIMBURSABLE EXPENSES 13.2.1 Reimbursable Expenses are in addition to the compensation for Basic and Additional Services, and include actual expenditures made by the DesignlBuilcler and the DesignIBuilcler's employees and contractors in the interest of the Project, as follows: n/a 13.2.2 FOR REIMBURSABLE EXPENSES, compensation shall be a multiple of ( ) times the amounts expended. 13.3 INTEREST PAYMENTS 1'3.3.1 Thc fatc of intcrest fOf past due pal ffieRt3 shall be as folloY/3. (Usury ItIIl's and requirements under tbe Federal Trlllb in lending Act, similar state and local consumer credit laws and otber regulations at tbe Owner's and Design! Blli/der's principal places of bllsiness. at tbe location of tbe Project and elsewbere may affect the validity of this provision. Specific legal advice sbollld be obtained Edtb re3pect to deletioll, modification or other requirements. slIch as wn'ftell disclosures or waivers.) AlA DOCUMENT A191, Part 2. OWNER-DESIGN/BUILDER AGREEMENT. 1996 EDITION. A\A@' ~1996 THE A\IERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. N.W, WASHINGTON, D.C. 20006-5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 2-page 13 \. ARTICLE 14 OTHER CONDITIONS AND SERVICES 14.1 The Basic Services to be performed shall be commenced on September 10, 1997 and, subject [0 authorized adjustments and to delays not caused by the DesignlBuilder, Substantial Completion shall be achieved in the Contract Time of 120 ( 120 ) calendar days. 14.2 The Basic Services beyond those described in Article 3 are as follows: 14.3 Additional Services beyond those described in Article 3 are as follows: 14.4 The DesignlBuilder shall submit an Application for Payment on the (30th ) day of each month. AlA DOCUMENT A191, Part 2. OWNER.DESIGNiHUILDER AGREE.\.IENT. 1996 EDlTlON. AIA@. 91996 THE A.\IERIC\.S INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W, W.-\SIIL\CTON. D.C. 20006.5292 . WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. A191-1996 Part 2-Page 14 14.5 The DesignIBuilder's Proposal includes the following documents: (Lisl rhe documents by specific lit/e and dale; include any required pe,formance and payment bonds.) TItle Date See attached letter and drawing. This Agreement entered into as of the day and year first written above. OWNER D IGNIBUlLDER (Signalure) ~~. J\~~~. "S.~\I -A...,~ (Printed name and IiI/e) C : 'YOU 7r~~~ld sig 0r&f1 o. AlA document which has this caution printed in red. An original assures that changes will not be obscured as may occur when documents are reproduced. AlA DOCUMENT A 191, Part 2. OWNER-DESIGNIBUILDER AGREEMENT. 1996 EDlTJON' A1A@. 1:>1996 THE AMERICAN INSTITUTE OF ARCHITECTS, 173; Nl::W YORK AVENUE, N.W, WASHINGTON, D.C. 20006-;292 . WARNING: Unlicensed photocopying violates U.s.. copyright laws and Is subject to legal prosecution. A191-1996 Part 2-page 15 ~-- 00~ <:r ~ ("'\ I 11'1 d : ~ !~i : 1.!L~ . I' .__ :z. f . 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