HomeMy WebLinkAbout2007-06-19-6:00PM-REGULARBRAZOSCOUNTY
BRYAN, TEXAS
NOTICE OF MEETING
AND AGENDA
BRAZOS COUNTY COMMISSIONERS COURT
THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR
SESSION ON 19 JUNE 2007 AT 6:00 P.M. IN ROOM 102 OF THE BRAZOS CENTER,
3232 BRIARCREST DRIVE, BRYAN, TEXAS.
1. Invocation and Pledge of Allegiance — Judge Sims.
2. Call for citizen's input and/or concerns.
3. Presentation of Indigent Health Care funds by Tom Wilkinson, Brazos Valley Council
of Governments.
Consider and take action on agenda items 4 — 24:
4. Budget Amendment 06/07 -32.1 thru 06/07- 32.10.
5. Personnel Change of Status.
6. Payment of Claims.
7. Resolution declaring intention to reimburse certain expenditures with borrowing
proceeds.
8. Bond counsel services agreement with Winstead P.C.
9. Proclamation 07 -030 establishing June 2007 as National Health & Safety Month, and
encouraging all Brazos County employees and their families to attend the Health &
Safety Expo on 21 June 2007.
Office of the County Judge • 300 East 261" St. • Suite 114 • Bryan, Texas 77803 • Fax: (979) 361 -4503
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Commissioners Court Agenda
19 June 2007
Page 2
10. Proclamation 07 -031 establishing 23 June 2007 as Willie and Mell Pruitt Day in Brazos
County.
11. Service Agreement renewal with Appriss, Inc., provider of the Texas Automated
Victim Notification Service (VINE), extending services through 31 August 2008.
12. Interlocal agreement with Texas A &M University and the Cities of Bryan and College
Station for the joint operation of a Community Emergency Operations Center.
13. Reclassification of the following positions with the Brazos County Exposition
Complex:
a. Event Coordinator, Class 0829, Position 1, Group 18, Step 2: change from a
salaried position to an hourly position, effective 10/01/07.
b. Buildings and Grounds Attendant, Class 0831, Positions 1 -4: change job title to
Facility Operations Assistant, and change all four positions from Group 7, Step 7,
$10.21/hour to Group 12, Step 2, $11.56/hour.
c. Temporary / Pait-Time Buildings and Grounds Attendant, Class 0832, Positions
1 -4: change all four positions from Group 7, Step 2, $9.02/hour to Group 9, Step
2, $9.96/hour.
14. Purchase of a document imaging station using special revenue funding in the amount of
$14,000 from the County Records Management and Preservation Fund 1900, Division
50000100 for the new Sheriffs Administration Building (previously approved as
budget amendment 31.2 on 6007).
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15. Purchase of a locking lateral file cabinet using special revenue funding in the amount of
$500 from the County Records Management and Preservation Fund 1900, Division
50000100 for the storage of registered sex offender records (previously approved as
budget amendment 31.2 on IV07).
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16. Out of state travel for Jail Administrator Wayne Dicky to attend the National
Association of Counties Annual Meeting in Richmond, Virginia on 14 -17 July 2007 as
a representative of the Jail Manager Certification Commission.
17. Permission to add Pledger Kalkomey, Inc. to Brazos County's list of exemptions from
competitive bidding for fiscal year 2006 -2007 as per Statute 262.024(a)(4).
18. Capital purchase requisition 00014362 to Pledger Kalkomey, Inc. to perform a land
survey for the Brazos County Detention Center Expansion.
19. Requisition 00014363 to Keystone Ridge Designs, Inc. for the capital purchase of steel
benches for the Exhibit Hall lobby.
20. Requisition 00014364 to Tennant Sales & Services for the capital purchase of an "All
in One" cleaning system for the restrooms at the Exposition Center.
air 103
Commissioners Court Agenda
19 June 2007
Page 3
21. Contract with Rosser, Patterson, Pledger and Kalkomey for the architect/engineering
services for the addition to the Brazos County Detention Center.
22. Contract with Turner Construction Company for the construction manager at risk
services for the expansion of the Brazos County Detention Center.
23. Replat of lot 2, block 1 Emino Subdivision, 4.999 acre tract, recorded in volume 2837,
page 85 (Brazos County Official Records), Thomas Allcorn survey, A -61, Brazos
County, Texas. Site is located in Precinct 3.
24. Payment Authorization from the County Judge's Office in the amount of $26.80 to
Wilton's Office Works for an invoice that was not paid in the previous fiscal year.
25. Announcement of interest items and possible future agenda topics.
26. Call for citizen input and/or concerns.
27. Agency / Board / Committee reports by Court members.
28. Adjourn
The Brazos County Courthouse is wheelchair accessible. Handicap parking spaces are available. Any request for sign
interpretive services must be made two business days before the meeting. To make arrangements, call (979) 361 -4102.
COMMISSIONERS' COURT
REGULAR MEETING
JUNE 19, 2007
A regular meeting of the Commissioners' Court of Brazos
County, Texas was held in the Brazos Center 3232 Briarcrest
Drive, in Bryan, Brazos County, Texas, beginning at 6:00 p.m.
on Tuesday, June 19, 2007 with the following members of the
Court present:
Randy Sims, County Judge, Presiding;
Lloyd Wassermann, Commissioner of Precinct 1;
Duane Peters, Commissioner of Precinct 2;
Kenny Mallard, Commissioner of Precinct 3;
Carey Cauley, Jr., Commissioner of Precinct 4;
Karen McQueen, County Clerk.
The attached sheet contains the names of the citizens and
officials that were in attendance.
The County Judge gave the invocation and led the pledge
of allegiance.
There was no citizen input /and or concerns.
The first matter before the court was the presentation of
the Indigent Health Care funds by Tom Wilkinson, representing
the Brazos Valley Council of Governments. Mr. Wilkinson
explained that they received two checks as reimbursements of
medicare recovery. One check was for $26,469.54 and the
second was for $20,053.17.
The Court next considered Budget Amendment #06/07 -32.1
Vol Q5 Page 105
Commissioners Court meeting June 19, 2007 2
through 32.10, which would reallocate funds for the Extension
Agent, District Attorney, General Capital Improvement Fund
(2), Community Supervision and Corrections, Constable,
Precinct 3, Treasurer, County Attorney, Court Support Costs;
and to recognize excess revenue and increase expenditures
accordingly for the D.A. Crime Fund. On motion by
Commissioner Cauley, seconded by Commissioner Peters, the
Court voted unanimously to approve the budget amendment as
submitted, a copy of which is attached.
The Court proceeded to consider the change of status of
employees as submitted on the attached Personnel Action
Requests. The County Judge questioned a raise for an
employee in County Court at Law # 1. Commissioner Cauley
moved to approve the requests as submitted. Commissioner
Peters seconded the motion. Commissioners Wassermann,
Peters, Mallard and Cauley voted "Aye ". The County Judge
voted "No ". The motion to approve the change of status as
submitted carried.
The Court next considered the following Claims as
submitted by the County Treasurer for payment:
7032219 through 7032477
Vol q-5 Page I o (v
Commissioners Court meeting June 19, 2007 3
On motion by Commissioner Peters, seconded by Commissioner
Wassermann, the Court voted unanimously to approve the Claims
as submitted.
The court next considered adopting a Resolution declaring
intention to reimburse certain expenditures with borrowing
proceeds. On motion by the County Judge, seconded by
Commissioner Peters, the Court voted unanimously to adopt a
Resolution declaring intention to reimburse certain
expenditures with borrowing proceeds. A copy is attached.
The next matter before the Court was consideration of a
Bond Counsel Services Agreement with Wintead P.C. This is for
professional services to be rendered as Bond Counsel in
connection with the authorization, sale, and delivery of bonds,
certificates of obligation, public property finance
obligations, notes or other evidences of indebtedness by the
issuer and other related services. On motion by Commissioner
Cauley, seconded by Commissioner Mallard, the Court voted
unanimously to approve the agreement. A copy is attached.
The County Judge read aloud Proclamation #07 -030
designating the month of June 2007 as "National Health and
Safety Month ". The Court joins with the cities of Bryan and
College Station encouraging all employees and their families to
participate in this important event. On motion by Commissioner
Vol a5 Page 10
Commissioners Court meeting June 19, 2007 4
Cauley, seconded by Commissioner Peters the Court moved to
proclaim the month of June 2007 as "National Health and Safety
Month" throughout Brazos County.
The County Judge read aloud a Proclamation #07 -031
designating June 23, 2007 as "Willie and Mell Pruitt Day ". The
Court recognizes their significant contributions, commitment to
excellence and tireless efforts on behalf of the Black
community and also students of all races, creeds and
ethnicities in Brazos County, Texas. On motion by Commissioner
Wassermann, seconded by Commissioner Cauley the Court moved to
proclaim June 23, 2007 as "Willie and Mell Pruitt Day"
throughout Brazos County.
The next matter before the Court was consideration of the
renewal of a service agreement with Appriss, Inc., provider of
the Texas Automated Victim Notification Service (VINE),
extending services through August 31, 2008. Cost to Brazos
County will be $30,108.00. On motion by Commissioner Peters,
seconded by Commissioner Cauley, the Court voted unanimously to
approve the renewal. A copy is attached.
The next matter for the Court's consideration was an
Interlocal Agreement between Brazos County and the Cities of
Bryan and College Station and Texas A &M University in order to
coordinate plans and assets to provide for the protection of
Vol q5 Page ( D S
Commissioners Court meeting June 19, 2007 5
the health, life and property of the citizens of the Brazos
Valley during times of natural disasters or man -made
calamities. This is authorized by the Interlocal Cooperation
Act, V.T.C.A. Government Code Chapter 791. On motion by
Commissioner Mallard, seconded by Commissioner Peters, the
Court voted unanimously to enter into an Interlocal Agreement
with the Cities of Bryan and College Station and Texas A &M
University. A copy is attached.
The Court next considered a request from the Director of
Special Event Facilities to reclassify the following positions:
a. Event Coordinator, Class 0829, Position 01,
Group 18, Step 2 from a salaried position
to hourly effective 10- 01 -07.
b. Buildings and Grounds Attendant, Class 0831,
Positions 01 -04, change job titles to
Facility Operations Assistant and change
all four positions from Group 7, Step 7
$10.21 /hour to Group 12, Step 2,
$11.56 /hour.
c. Temporary Buildings and Grounds Attendant,
Class 0832, Positions 01 -04, change all
four positions from Group 7, Step 2,
$9.02 /hour to Group 9, Step 2, $9.96 /hour
with no benefits.
No action will be taken on item "a" at the request of Tom
Quarles, Director of Special Event Facilities. Commissioner
Peters moved to approve items "b" and "c ". Commissioner Cauley
seconded the motion. After some discussion, Commissioner
Peters moved to amend the previous motion and second to strike
Vol q 5 Page 10 Ll
Commissioners Court meeting June 19, 2007
6
the part -time designation from item c. The Auditor had
suggested this. Commissioner Cauley seconded the motion and it
carried unanimously. Then the Court voted on the original
motion and it carried unanimously.
The next matter before the Court was a request from the
Sheriff's Chief Deputy for permission to purchase a document
imaging station. The amount of $10,000 was approved in the
budget but the amount is insufficient and will require an
additional $4,000.00 to complete the purchase. Rather than use
the General Capital Improvement fund, the Chief Deputy is
requesting to use Special Revenue Funding 1900 in the amount of
$14,000.00 from the County Records Management and Preservation
Fund. On motion by Commissioner Cauley, seconded by
Commissioner Peters, the Court voted unanimously to approve the
request.
The Court next heard another request from the Chief Deputy
for permission to purchase an additional locking lateral file
cabinet utilizing $500 of special revenue funding from the
County Records Management and Preservation Fund 1900. On motion
by Commissioner Peters, seconded by Commissioner Cauley, the
Court voted unanimously to approve the request.
The next matter for consideration by the Court was a
request submitted by the Jail Administrator seeking approval
Vol q5 Page l I a
Commissioners Court meeting June 19, 2007 7
for out of state travel for himself to attend the National
Association of Counties Annual Meeting in Richmond, Virginia
July 14 -17, 2007. On motion by Commissioner Cauley, seconded
by Commissioner Peters, the Court voted unanimously to grant
the request from the Jail Administrator and approved payment of
out of state travel expense for Mr. Wayne Dicky.
The Court next considered an Exemption from Competitive
Bidding Requirements of Local Government Code, Section
262.024(a) (4). This is for the purchase of Professional
Services -Land Survey. On motion by Commissioner Wassermann,
seconded by Commissioner Peters, the Court voted unanimously to
approve the Exemption of Competitive Bidding Requirements and
authorized the payment for expenses incurred during fiscal year
2006 -2007.
The next matter before the Court was consideration of
requisition #00014362 in the amount of $20,000.00 to Pledger
Kalkomey, Inc. to perform land survey for Brazos County
Detention Center Expansion. On motion by Commissioner Peters,
seconded by Commissioner Cauley, the Court voted unanimously to
approve the requisition.
The Court next considered requisition #00014363 to
Keystone Ridge Designs, Inc. in the amount of $12,068.60 to
purchase steel benches for the Exhibit Hall lobby. On motion
Vol q5 Page [ l l
Commissioners Court meeting June 19, 2007 8
by Commissioner Cauley, seconded by Commissioner Peters, the
Court voted unanimously to approve the requisition.
The next matter before the Court was consideration of
requisition #00014364 to Tennant Sales & Service, in the amount
of $3,247.84 for the purchase of an "All in One" Cleaning
System for the restrooms at the Exposition Center. On motion
by Commissioner Peters, seconded by Commissioner Cauley, the
Court voted unanimously to approve the requisition.
The Court next considered an Interim Agreement between
Brazos County and Rosser International, Inc. for professional
architectural services for a new Brazos County Jail. Cost to
Brazos County will be $35,000.00 plus certain reimbursable
expenses. On motion by Commissioner Peters, seconded by
Commissioner Cauley, the Court voted unanimously to approve the
Interim Agreement. A copy is attached.
The next matter before the Court was approval of a
Contractual Agreement between Brazos County and Turner
Construction Company for the Construction Manager at Risk
services for the expansion of the Brazos County Detention
Center. Cost to Brazos County will be $36,000.00 for
Preconstruction Phase Services through programming and
schematic design. Compensation for Preconstruction Phase
Services shall be equitably adjusted if such services extend
Vol q5 Page a
Commissioners Court meeting June 19, 2007 9
beyond November 6, 2007. Commissioner Peters moved to approve
the contract. Commissioner Cauley seconded the motion. After
some discussion Commissioner Peters and Commissioner Cauley
amended their motion and second to approve contingent upon the
approval of Court Counsel. The motion carried unanimously.
The Court then voted on the first motion to approve the
contract. It carried unanimously. A copy is attached.
The Court next considered approval of the Re -Plat of Lot
2, Block 1, Emino Subdivision 4.999 Acre Tract in Precinct 3.
Richard Vance, County Engineer, stated that he had reviewed
the plat and all appeared to be in order. On motion by
Commissioner Mallard, seconded by Commissioner Cauley, the
Court voted unanimously to approve the re -plat of Lot 2, Block
1, Emino Subdivision 4.999 Acre Tract as submitted.
The next matter before the Court was consideration of a
payment authorization from the County Judge's office payable
to Wilton's Office Works in the amount of $26.80. On motion
by the County Judge, seconded by Commissioner Cauley, the
Court voted unanimously to approve the payment authorization.
There were no announcements of interest items and
possible future agenda topics.
Under citizen input and /or concerns, the County Judge's
secretary pointed out that we have someone here to receive the
Vol ab Page 03
Commissioners Court meeting June 19, 2007 10
Proclamation for Willie and Mel Pruitt. The County Judge read
aloud the proclamation and then presented it to Laverne Young
Hawkins.
Under Agency /Board /Committee reports by Court members,
the following spoke:
Commissioner Mallard
a. He attended an IGC meeting on Monday. They
discussed the EOC contract, had a report on
FutureGen, heard a presentation on pandemic
flu, animal control ordinances and
Wayfinding.
There being no further business to come before the
Court, the meeting was adjourned.
Vol q5 Page 11
The foregoing minutes of the Commissioners Court meeting held
June 19, 2007have been examined and are approved in open Court
this the Js/fl—day of er- 2006, in Bryan, Brazos
County,
Randy S
County
C\-K _ - --
Duane Peters
Commissioner, Precinct 2
Carey Cau ey, Jr.
Commissio er, Precinct 4
Attest:
Karen McQueen
County Clerk
Vol q5 Page 115
94414— VR41v�
Lloyd Wassermann
Commissioner, Precinct 1
C��6- 2�"a
Kenny Malla
Commissioner Precin t 3
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IBRAZOS COUNTY, TEXAS I
BUDGET AMENDMENT(S) FOR THE 2006 -2007 BUDGET YEAR
NO. 06/07-32.1 thru 06/07 -32.10
On this the 19th day of June 2007 at a regular meeting of the Commissioners' Court, the following
members were present:
Randy Sims, County Judge, Presiding
Lloyd Wassermann, Commissioner, Precinct 1
E. Duane Peters, Commissioner, Precinct 2
G. Kenny Mallard, Commissioner, Precinct 3
Carey Cauley, Jr., Commissioner, Precinct 4
Karen McQueen, County Clerk
The following proceedings were held:
THAT WHEREAS, on 19 June 2007 the Court heard and approved a budget amendment for the
2005 -2006 budget year for Brazos County, Texas; and
WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen
conditions which could not be reasonably included in the original budget adopted 12 September 2006, the
following amendment(s) to the original budget are hereby authorized, as described on the attached page(s).
ADOPTED AND APPROVED this the 19`h day of June 2007.
THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS.
By: Z —
Randy ims, ounty Judge
Original: County Clerk's Office and
attached to the original budget
Copies: County Auditor
County Treasurer
Commissioners' Court Minutes
;:a q5 r-; -r 119
BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.1
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.2
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.3
6/19/2007
FD
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ACCOUNT NAME
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To move funds for the fence at the Exno Center based on the purchase order 07001432.
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.4
6/19/2007
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.5
6/19/2007
FD
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3400
1 41097000
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3400
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61801000
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1 500.00
D.A. Crime Fund -
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.6
6/19/2007
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.7
BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.8
6/19/2007
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.9
6/19/2007
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
32.10
6/19/2007
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To move moneys for the purchase of two Tasers for the bailiffs.
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PERSONNEL
CHANGE OF STATUS REQUESTS
Commissioner Court Date: June 19, 2007
Department Submitting Information: Human Resources
Purpose of Submissions: Consider and Take Action on i
Department Submitting Employee Request Action Requested
Request(s) Applies To
Auditor Knight, Wendy Resignation
Gillaspy, Kayla New Hire
Building Maintenance Davis, James Resignation
Reeves, Rodney New Hire
County Attorney Davis, William T. Resignation
�l Montoya, Raymond New Hire
�.� County Court #1 Newton, Tiffany Salary Increase
District Clerk _ _ /a Q Spittler, Mary Ann Promotion
Bench, Judie Promotion
r,-,ye Morgan, Ashley Promotion
Road & Bridge Gonzales, Chris III Resignation
S.O. /Jail Kleinschmidt, Todd Resignation
White, Steven Transfer to another dept.
Tax Office Rodriguez, Rhonda J. Resignation
Approved in Commissioner's Court: June 19, 2007:
County Judge's or Commissioner's Signature:
(This Copy to be attached to minutes)
q5 �a9
RESOLUTION DECLARING INTENTION TO REIMBURSE CERTAIN EXPENDITURES
WITH BORROWING PROCEEDS
WHEREAS, Brazos County, Texas (the "Issuer ") desires to pay capital expenditures in
connection with the construction of a new county jail facility (the "Project ");
WHEREAS, Chapter 1201, Texas Government Code, as amended ( "Chapter 1201 "), permits the
Issuer to use the proceeds of obligations to reimburse the Issuer for costs attributable to the Project paid or
incurred before the date of issuance of the obligations for the purpose of financing public works projects,
which include the Project; and
WHEREAS, the Issuer finds, considers, and declares that the reimbursement of the Issuer for the
payment of such capital expenditures will be appropriate and consistent with the objectives of the Issuer's
programs and, as such, chooses to declare its intention, in accordance with the provisions of Section
1.150 -2(3) of the Treasury Regulations, to reimburse itself for such payments at such time as it issues
obligations to finance the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS COURT OF BRAZOS
COUNTY, TEXAS THAT:
Section 1. This Resolution declares the intention of the Issuer to reimburse the expenditures for
the Project with the proceeds of a borrowing. The Issuer presently intends to reimburse the expenditure
by incurring debt the interest on which is excludable from gross income under section 103 of the Internal
Revenue Code of 1986, as amended.
Section 2. The Issuer reasonably expects to incur debt with an aggregate maximum principal
amount now estimated to not exceed $5,000,000 for the purpose of paying the costs of certain projects
including the Project. A portion of the proceeds received by the Issuer from such borrowing are
reasonably expected to be used to reimburse the General Fund, from which such capital expenditures are
expected to be made for the Project, in an amount not to exceed $5,000,000.
Section 3. The Issuer intends that this Resolution satisfy the official intent requirement set forth in
Section 1.150 -2(e) of the Treasury Regulations and evidences its intentions under Chapter 1201. The
Issuer has no funds or sources of funds, other than the proceeds of the debt to be incurred, which the
Issuer has, or reasonably expects to be, reserved, allocated on a long -term basis, or otherwise set aside in
the Issuer's budget or other financial policies with respect to the expenditures to be reimbursed.
Section 4. All costs to be reimbursed pursuant hereto will be original expenditures within the
meaning of Section 1.150- 2(d)(3) of the Treasury Regulations. None of the expenditures to be
reimbursed pursuant to this Resolution have been allocated to expenditures entered on the books and
records of the Issuer earlier than the date on which such expenditures are paid. Moreover, no debt
obligations will be issued by the Issuer in furtherance of this Resolution after a date which is later than 18
months after the later of (1) the date the expenditures are paid or (2) the date on which the property, with
respect to which such expenditures were made, is placed in service.
Section 5. The Issuer declares that this Resolution will be maintained as a public record available
for inspection by all persons in accordance with the provisions of Chapter 552, Texas Government Code
and that no later than 30 days after this date, this Resolution will be made available for inspection by all
members of the general public at the offices of the Issuer.
q5.. 1,3o
Section 6. This Resolution shall be liberally construed to evidence the intent of the Issuer to
comply with state and federal income tax law in the issuance of tax exempt obligations for the Project.
CERTIFICATE FOR RESOLUTION
We, the undersigned County Judge and County Clerk of Brazos County, Texas (the "County"),
hereby certify as follows:
1. The Commissioners Court of the County (the "Commissioners Court") convened in regular
session, open to the public, on 7—ure- 19 , 2007, at the meeting place designated in the notice (the
"Meeting "), and the roll was called of the members, to wit: Randy Sims, County Judge, and the following
members of the Commissioners Court: Lloyd Wassermann, , E. Duane Peters, G. Kenny Mallard, Jr., and
Carey Cauley, Jr.
All members of the Commissioners Court were present, except N/A
thus constituting a quorum. Whereupon among other business, the following was transacted at the
Meeting: a written
RESOLUTION DECLARING INTENTION TO REIMBURSE CERTAIN
EXPENDITURES WITH BORROWING PROCEEDS
(the "Resolution ") was duly introduced for the consideration of the Commissioners Court. It was then
duly moved and seconded that the Resolution be finally passed and adopted; and after due discussion,
such motion, carrying with it the adoption of the Resolution prevailed and carried by the following vote:
YES: S NOES: D ABSTENTIONS: .Q .
2. A true, full, and correct copy of the Resolution adopted at the Meeting is attached to and
follows this Certificate; the Resolution has been duly recorded in the Commissioners Court's minutes of
the Meeting; the above and foregoing paragraph is a true, full, and correct excerpt from the
Commissioners Court's minutes of the Meeting pertaining to the adoption of the Resolution; the persons
named in the above and foregoing paragraph are duly chosen, qualified, and acting officers and members
of the Commissioners Court as indicated therein; each of the officers and members of the Commissioners
Court was duly and sufficiently notified officially and personally, in advance, of the time, place, and
purpose of the Meeting, and that the Resolution would be introduced and considered for adoption at the
Meeting and each of such officers and members consented, in advance, to the holding of the Meeting for
such purpose; and the Meeting was open to the public, and public notice of the time, place, and purpose of
the Meeting was given, all as required by Chapter 551, Texas Government Code, as amended.
3. Karen McQueen is the duly elected and acting County Clerk of the County.
SIGNED AND SEALED this (4 Sync- jkw.
ounty Clerk, Brazos County, Texas
(COMMISSIONERS COURT SEAL)
Resolution N07 -011
WNSI-EAD
BOND COUNSEL SERVICES AGREEMENT
The purpose of this agreement is to set forth the basis of engagement of WINSTEAD PC ( "Bond
Counsel ") by BRAZOS COUNTY, TEXAS (the "Issuer ") for professional services to be rendered as
Bond Counsel in connection with the authorization, sale, and delivery of bonds, certificates of obligation,
public property finance obligations, notes, or other evidences of indebtedness (herein for ease of reference
called "bonds ") by the Issuer and other related services. Unless specifically modified herein, Bond
Counsel's Standard Terms of Engagement for Legal Services, attached hereto as Exhibit A, shall apply to
this agreement. This agreement supercedes all previous agreements whether written or oral.
Bond Counsel Services. Bond Counsel will prepare and perform legal proceedings and perform
other necessary legal services with reference to the authorization, sale, and delivery of the bonds,
including the following:
1. Prepare documents calling any bond election, giving notice thereof, and canvassing the results,
and, if requested, handle preclearance of the election by the United States Department of Justice under the
federal Voting Rights Act.
2. Prepare all resolutions, orders, and other instruments pursuant to which bonds will be
authorized, sold, and delivered in consultation with the governing body and other representatives of the
Issuer, the managing Underwriter, if any, and any other person as directed by the Issuer.
3. Prepare any agreements authorizing or securing the bonds, including any trust indentures if
necessary.
4. Attend meetings of the governing body of the Issuer to the extent required or requested with
reference to the issuance of the bonds.
5. Attend meetings with prospective bond purchasers and meetings with bond rating agencies to
the extent required or requested.
6. Assist in obtaining loans, credit enhancement, or other related services from federal or state
agencies or private institutions.
7. Cooperate with the Issuer and its consultants in the preparation of official statements or other
securities laws disclosure documents, including review of the information therein describing the bonds,
the security therefor, and the federal income tax status thereof.
8. Obtain approval of the bonds and the project to be financed, if necessary, from the Attorney
General of the State of Texas and registration of the bonds by Comptroller of Public Accounts of the State
of Texas.
9. Supervise the execution of the bonds and delivery thereof to the original purchasers.
10. When the bonds are delivered, render an opinion (the "Opinion ") covering the validity of the
bonds and the tax exempt status of the interest thereon under federal income tax laws.
700 N0111 1 ST. MARY'SSTR I'. IT I'll ' Ia) 177,6800
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Bond Counsel is not responsible for any continuing disclosure requirement under the federal
securities laws; for any arbitrage calculation or rebate under federal income tax laws; for any audit by the
Internal Revenue Service; nor for any litigation or other dispute that may arise from the bonds being
issued or the use of the proceeds thereof,
The Opinion will be based on facts and law existing as of its date. In rendering the Opinion,
Bond Counsel we will rely upon the certified proceedings and other certifications of public officials, and
other persons, furnished to it without undertaking to verify the same by independent investigation, and
Bond Counsel will assume continuing compliance by the Issuer with applicable laws relating to the
bonds. During the course of this engagement, Bond Counsel will rely on the Issuer to provide Bond
Counsel with complete and timely information on all developments pertaining to any aspect of the bonds
and their security. Bond Counsel understands that the Issuer will direct members of its staff and other
employees of the Issuer to cooperate in this regard.
Bond Counsel Compensation. We recognize that our fees as Bond Counsel must always be
reasonable in the circumstances and that, in accordance with municipal bond industry practice, the Issuer
may desire to have Bond Counsel's fees clearly spelled out and agreed upon in advance of issuing bonds.
Bond Counsel agrees to negotiate a fixed fee upon the commencement of any financing. Such fee
will based upon: (i) the terms, structure, size, and schedule of the financing represented by the bonds; (ii)
the duties Bond Counsel will undertake; (iii) the time Bond Counsel anticipates devoting to the financing;
and (iv) the responsibilities Bond Counsel will assume in connection therewith. Bond Counsel's fee may
vary: (a) if the principal amount of the bonds actually issued differs significantly from the amount
originally contemplated; (b) if material changes in the structure or schedule of the financing occur; or (c)
if unusual or unforeseen circumstances arise which require a significant increase in time or responsibility
of Bond Counsel. Bond Counsel will promptly advise the Issuer of any circumstances that require an
adjustment of Bond Counsel's original fee.
Bond Counsel fees will be payable at the time of the delivery of, and payment for, the bonds.
Fees do not include actual expenses and disbursements reasonably and necessarily incurred by Bond
Counsel. If possible, the Issuer will pay the examination fee of the Attorney General of Texas directly to
the Attorney General. Bond Counsel will not bill for any significant or unusual expense unless an
authorized representative of the Issuer has previously authorized such expense.
The compensation or reimbursement of Bond Counsel under this agreement shall be due and
payable only out of the proceeds of the sale of bonds or other funds of the Issuer available for such
payment; there shall not be individual liability on any member of the Issuer's governing body or other
official of the Issuer for payment of any amounts due hereunder. This agreement may be terminated by
either party at any time, in which event, Bond Counsel will expect to be paid any compensation earned
and expenses incurred to the date of such termination.
Other Legal Services. The fees discussed above do not include any follow -up advice concerning
various subjects such as the application of bond proceeds, new developments in the law concerning bond
issues, and changes in industry practices or special services or significant projects outside the scope of
traditional legal services performed by Bond Counsel. If specifically requested in writing by a duly
authorized representative of the Issuer, and approved by the Issuer to so act, Bond Counsel may act as
"special counsel" to the Issuer within its fields of experience and will provide legal services not normally
included in the legal services performed by Bond Counsel. The fees for such services would be on a time
charge basis and payable monthly, unless otherwise agreed.
6 [ctn k
VOL 95 PAGE 135
Conflicts of Interest. The Issuer is advised that Bond Counsel represents other public entities as
Bond Counsel and that Bond Counsel represents other participants in the public finance industry (e.g,
underwriters, credit enhancers, and trustees) in transactions not involving the Issuer. By acceptance of
this agreement, the Issuer agrees that such representation does not represent a conflict of interest for Bond
Counsel.
Attorney-Client Relationship. Upon execution of this agreement, the Issuer will be a client of
Bond Counsel and an attorney - client relationship will exist between them. Bond Counsel assumes that all
other parties to any transaction will retain such counsel as they deem necessary and appropriate to
represent their interests therein and that that all other parties understand that in any transaction Bond
Counsel represents only the Issuer, Bond Counsel is not counsel to any other party, and Bond Counsel is
not acting as an intermediary among the parties. The services as Bond Counsel are limited to those
contracted for in this agreement; and the Issuer's execution of this agreement letter will constitute an
acknowledgement of those limitations. Bond Counsel's representation of the Issuer will not affect,
however, its responsibility to render an objective Opinion.
Bond Counsel's representation of the Issuer and the attorney - client relationship created by this
agreement will be concluded upon issuance of the bonds or termination of this agreement, whichever
comes last. Nevertheless, subsequent to closing, Bond Counsel will mail the appropriate Internal
Revenue Service Form 8038 and prepare and distribute to the participants in the transaction a transcript of
the proceedings pertaining to the bonds.
Records. Upon the request of the Issuer, papers and property furnished by the Issuer will be
returned promptly by Bond Counsel upon receipt of payment for outstanding fees and client charges.
Bond Counsel's own files, including lawyer work product pertaining to the transaction, will be retained
by Bond Counsel. For various reasons, including the minimization of unnecessary storage expenses,
Bond Counsel reserves the right to dispose of any documents or other materials retained by it after the
termination of this agreement.
THE STATE BAR OF TEXAS INVESTIGATES AND PROSECUTES PROFESSIONAL
MISCONDUCT COMMITTED BY TEXAS ATTORNEYS. ALTHOUGH NOT EVERY COMPLAINT
AGAINST OR DISPUTE WITH A LAWYER INVOLVES PROFESSIONAL MISCONDUCT, THE
STATE BAR'S OFFICE OR GENERAL COUNSEL WILL PROVIDE YOU WITH INFORMATION
ABOUT HOW TO FILE A COMPLAINT. PLEASE CALL 1- 800 - 932 -1900 TOLL -FREE FOR MORE
INFORMATION.
BRAZOS COUNTY, TEXAS WINSTEAD PC
By
Nai
Tit]
Acc
i
By w
M. Paul rtin
Shareholder
95 , �3�
WINSTEAD
Standard Terms of Engagement for Legal Services
( "Standard Terms of Engagement ")
Introduction
This Standard Terms of Engagement contains the standard terms of our engagement as your lawyers. Unless modified in writing by
mutual agreement, these terms will be an integral part of the letter to which this Standard Terms of Engagement is attached
(collectively, "Engagement Letter "). Therefore, we ask that you review this Standard Terms of Engagement carefully and contact us
promptly If you have any questions. We suggest that you retain a copy of the Engagement Letter in your file.
Scope of Winstead's Representation
The scope of legal services we will provide is described in the
accompanying letter. Any questions that you have should be
addressed to us immediately.
We will at all times act on your behalf to the best of our ability.
Depending upon the scope and requirements of the engagement
we may perform certain services in a jurisdiction other than
where our lawyers are admitted, and you agree to the
performance of these services. Any expressions on our part
concerning the outcome of your legal matters are expressions of
our best professional judgment, but are not guarantees. Such
expressions are necessarily limited by our knowledge of the facts
and are based on our analysis of the law at the time they are
expressed.
It is our policy that the person or entity that we represent is the
person or entity that is identified in our Engagement Letter and
does not include any affiliates of such person or entity, unless
specifically referred to (i.e., if you are a corporation or
partnership, affiliates include any parents, subsidiaries,
employees, officers, directors, shareholders or partners of the
corporation or partnership, or commonly owned corporations or
partnerships; or, if you are a trade association, affiliates includes
any members of the trade association).
It is also our policy that the attomey- client relationship will be
considered terminated upon our completion of any services that
you have retained us to perform. if you later retain us to perform
additional services, our attomey- client relationship will be
revived subject to these terms of engagement, as they may be
supplemented at that time.
You agree to cooperate fully with us and to promptly provide all
material information known or available to you relevant to our
representation.
Approach to Providine Services
Customarily, each of our clients is served by a client relationship
attorney (the "Client Relationship Attorney "). The Client
Relationship Attorney should be someone in whom you have
confidence and with whom you enjoy working; you should
assume the attorney sending the Engagement Letter is the
designated Client Relationship Attorney. You are free to request
a change of Client Relationship Attorney at any time.
Subject to the supervisory role of the Client Relationship
Attorney, the pork or parts of it may be performed by other
lawyers and support personnel in the firm. Such delegation may
be for the purpose of involving lawyers or support personnel with
special experience in a given area or for the purpose of providing
services on the most efficient and timely basis. Whenever
practicable, we will advise you of the names of those attorneys
and support personnel who work on your matters. If you are
concerned about our performance or the performance of the
Client Relationship Attorney, you may call our Chief Executive
Officer at (214) 745 -5400, or our Executive Director, at (214)
745 - 5400.
Establishment of Fee St
In determining the amount to be charged for the legal services we
provide to you, we will consider:
1. The time and effort required, the novelty and
complexity of the issues presented, and the skill required to
perform the legal services properly;
2. The fees customarily charged in the
community for similar services and the value of the services to
you;
3. The likelihood that our representation will
preclude other employment by the firm;
4. The amount of money or value of property
involved and the results obtained;
5. The time constraints imposed by you as our
client and other circumstances, such as an emergency closing, the
need for injunctive relief from court, or substantial disruption of
other office business;
6. The nature and longevity of our professional
relationship with you; and
7. The experience, reputation and ability of the
lawyers performing the services.
Among these factors, the time and effort required are typically
weighed most heavily. We will keep contemporaneous records
of the time we devote to your work, including conferences (both
in person and over the telephone), negotiations, factual and legal
research and analysis, document preparation and revision, travel
on your behalf, and other related matters. We record our time in
units of tenths of an hour.
The hourly rates of our lawyers and support personnel have an
important bearing on the fees we charge.
Attorney 5185 - $620/hour
Patent Agents $195 - 250/hour
Paralegals $130.5225/hour
•r
These rates are adjusted periodically, typically on an annual
basis, to reflect current levels of experience, changes in overhead
costs, and other factors. We are often asked to estimate the
amount of fees and costs likely to be incurred in connection with
a particular matter. If requested we will endeavor to furnish such
an estimate based upon our professional judgment, but always
with a clear understanding that it is not, unless otherwise agreed,
a maximum or fixed -fee quotation. The ultimate cost frequently
is more or less than the amount estimated.
For certain well- defined services (for example, a simple business
incorporation), we may quote a flat fee. It is our policy not to
accept representation on a flat -fee basis except in such defined -
service areas or pursuant to a special arrangement tailored to the
needs of a particular client.
In undertaking representation of a client on a contingent fee
basis, any such contingent fee arrangement must be reflected in a
written contingent fee agreement.
Potential Conflicts
You should be aware that we represent many other companies
and individuals. It is possible that during the time that we are
representing you, some of our present or future clients may
become involved in transactions or disputes with you. You agree
that we may continue to represent or may undertake in the future
to represent existing or new clients in any matter that is not
substantially related to our work for you even if the interests of
such clients in those other matters are directly adverse. We
agree, however, that your prospective consent to conflicting
representation contained in the preceding sentence shall not apply
in any instance where, as a result of our representation of you, we
have obtained proprietary or other confidential information of a
nonpublic nature, that, if known to such other client, could be
used in any such other matter by such client to your material
disadvantage. You should know that, in similar circumstances
with many of our other clients, we have asked for similar
agreements to preserve our ability to represent you.
You agree that our representation of you in this matter does not
give rise to an attomey -client relationship between us and any of
your affiliates, unless specifically set forth herein. You also
agree that during the course of our representation of you, we will
not be given any confidential information regarding any of your
affiliates unless you believe it necessary to do so. In such
circumstances, you agree to identify such information as being
confidential and discuss your reasons for revealing it with us
prior to disclosing the information. Accordingly, in most
instances, representation of you in this matter will not give rise to
any conflict of interest in the event other clients of the firm are
adverse to any of your affiliates.
Additional Services We Provide
We are a progressive business law firm. As such, we frequently
offer business services, many at no charge, that provide
significant value to our clients and friends. For example, we
produce a variety of advisories that offer timely insights and
legislative updates on a variety of issues. These issues range
from land use, real estate, environmental, labor and employment,
to tax, intellectual property and other matters from time to time.
We conduct seminars on a variety of topics at various locations,
including the offices of our clients. Information received through
these advisories and seminars are not to be considered as legal
advice for any particular legal matter. We can provide our clients
with networking opportunities with bankers, accountants and
other community and business leaders. We conduct interviews to
gain feedback from our clients on services we provide. We share
information about community non - profit organizations and
opportunities for community involvement. We have internal
resources to provide in -depth marketing, financial and business
research. We make our offices available for business meetings
and video conferences. We are continually exploring ways to
better serve our clients and we value your input.
Services We Expressly Do Not Provide to You
Members of our law firm, whether attomeys, paralegals, or other
persons employed by the firm are from time to time serving in
elected or appointed positions with various governmental or
regulatory bodies at the federal, state, county, municipal, or local
level. Such service could include, but is not limited to, service in
the United States Congress, the Texas Legislature, as a board
member of a State of Texas agency, board, or commission or the
executive branch of state government, as a county commissioner,
mayor, city council member, alderman, as a member of a
planning and/or zoning board in charge of land use and
entitlement issues, or a board of adjustment or variance.
Members of our law firm must discharge those duties without
regard to their employment or association with the firm, and
more importantly, it would be a prohibited conflict of interest for
them to give any special consideration, benefit, or access to you
or any other client of the firm by virtue of your engagement of
the firm in any capacity, including the actual lobbying of any
such governmental body or agency. Accordingly, you
acknowledge and confirm that this engagement of the firm is not
in consideration for or in contemplation of any expected benefit
to be derived from the activities of such persons in elected or
appointed positions.
You also understand that in the course of such public service
these persons may be called upon to take positions, cast votes,
adopt rules and regulations or otherwise act in a manner adverse
to your actual or perceived business interests and you
acknowledge that such events are not conflicts of interest or
ethical violations of the firm's duties to you as a client. You
further acknowledge that in the course of the firm's engagement
by other clients expressly for lobbying any governmental body at
the federal, state, county, or municipal level we could be
advocating positions or attempting to achieve outcomes or results
for such clients that could adversely affect you or your industry
(often without our knowledge) and your engagement of the law
firm for the legal services contemplated herein does not, in and of
itself, create a conflict of interest or ethical violation by virtue of
our lobbying activities. We further do not undertake or assume
any duty to advise you as to what clients or positions we have
undertaken to represent in any lobbying role or engagement or
any duty to explore with you those issues of interest to you or
your industry, that if taken or advocated by us on behalf of our
lobby clients, would be detrimental to you or your industry.
Billine Arrangements and Terms of Payment
We will bill you on a regular basis, normally each month, for
fees, disbursements and charges. You agree to make payment
�5 139
upon receipt of invoice unless other billing arrangements have
been agreed to in writing. Moreover, you agree that your
obligation to pay our fees is not dependent on the outcome of our
legal representation.
We will give you prompt notice if your account becomes
delinquent more than 30 days beyond the date of the invoice, and
you agree to bring the account or the retainer deposit current. If
the delinquency continues and you do not arrange satisfactory
payment terms, we may terminate the representation. In
litigation matters, our ability to terminate or withdraw from the
case may be subject to court approval. We reserve the right to
pursue collection of any unpaid balance of your account. You
agree to pay the costs of collecting the debt, including court
costs, filing fees and a reasonable attorney's fee.
Disbursements and Cba=
Typically, we will charge our clients not only for legal services
rendered, but also for other ancillary services provided.
Examples include charges for in -house messenger deliveries,
computerized research services, and the use of our facsimile,
laser printing, and photocopy machines. While our charges for
these services are measured by use, they do not, in all instances,
reflect our actual out -of- pocket costs. For many of these items,
the true cost of providing the services is difficult to establish.
While we are constantly striving to maintain these charges at
rates that are lower than those maintained by others in our
markets, in some instances the amounts charged may exceed the
actual costs to the firm. The current charges for some typical
additional services are as follows:
Standard Duplication
S.18 /page*
Facsimile
51.00 /page*
Messenger,
Postage, Computer
Assisted Research
At cost **
Long Distance Telephone
At cost **
*These charges represent our best estimate of our actual
direct cost incurred for material, manpower, and equipment
usage. Oversized and other unusual duplication may be
charged at a higher rate.
* *Cost is determined using standard rate scales of the
vendors of these products.
In addition, we generally will disburse funds on your behalf for
filing fees, overnight deliveries, necessary travel and other
miscellaneous items as required to complete the scope of our
services. We will bill you at actual cost for these types of
expenses. When disbursements are significant, we often request
that you pay the vendor direct. If you would prefer, in some
situations we can arrange for ancillary services to be provided by
third - parties with direct billing to you. Fees and expenses of
others, such as governmental verification, lien searches,
consultants, appraisers and local counsel, are required to be paid
directly by you unless agreed otherwise.
Retainer and Clients' Funds
In accordance with Firm policy, we have asked you as a new
client to provide a retainer deposit, and the engagement letter for
a new client and /or client matter will state the amount of the
retainer and any special agreement regarding the retainer. By
providing a retainer, you grant us a security interest in the
retainer deposit. Typically, the retainer is equal to the fees and
costs likely to be incurred during a two -month period of
anticipated peak activity on your behalf. Unless otherwise
agreed, the retainer deposit will be credited toward your unpaid
invoices, if any, at the conclusion of services, and you will be
expected to pay our bills immediately as provided above. If our
bills are not paid within 30 days of the date of the invoice, we
may apply the retainer to those unpaid bills. At the conclusion of
our legal representation or at such time as the deposit is
unnecessary or is appropriately reduced, the remaining balance or
any appropriate part of it will be returned to you. If the retainer
deposit proves insufficient to cover current expected fees,
expenses and charges on at least a two -month basis, it may have
to be increased. Any understanding regarding a retainer deposit,
which is inconsistent with the foregoing, must be expressly
confirmed in the engagement letter or subsequent written
communication from us.
Retainer deposits which are received to cover specific cost items
will be disbursed as provided in our agreement with you, and you
will be notified from time to time of the amounts applied or
withdrawn. Any amount remaining after disbursement will be
retumed to you.
All retainers and clients' funds are held in clients' funds accounts
in trust for your benefit at financial institutions in Texas. The
name and address of the financial institution holding your funds
will be provided to you upon your request.
If the deposit, whether it be a retainer or other amount which we
will hold for you, represents a significant amount and/or will be
held for a long period of time, the deposit may, at your request,
be placed in a segregated account (or other form of investment
approved by you) provided that you supply us with a tax
identification number and other necessary information. Interest
earned on the segregated clients' funds account will be added to
the deposit for your benefit and will be included in your taxable
income.
When the funds are small or are to be held for only a short period
of time, it is our practice to place the funds in a pooled account
maintained in accordance with State Bar of Texas rules. Unless
you instruct us otherwise, we will follow the above practices with
respect to client funds held on your behalf.
Ouestions About Your Bill
If you disagree with the amount of our fee, please take up the
question with the Client Relationship Attorney or with our Chief
Executive Officer or Executive Director. Typically, such
disagreements are resolved to the satisfaction of both sides with
little inconvenience or formality.
Manner of Communication
You should be aware that we customarily communicate with our
clients by letter, telephone (including, digital, analog, satellite or
other portable telephones), fax and e-mail (including, wireless e-
mail). All of these modes of communication are susceptible of
being intercepted. Such interception, even though unauthorized
q,5 1 39
and perhaps illegal, could potentially result in the loss (under
certain circumstances) of the attomey /client privilege. By
executing this engagement letter, you will be deemed to have
acknowledged your awareness of that risk and to have consented
to our use of such means of communication unless you otherwise
instruct us in writing.
Ending Your Relationship With Us
You may terminate our representation at any time, with or
without cause, by notifying us. If we terminate the engagement,
we will take such steps as are reasonably practicable to protect
your interests with respect to the scope of our representation. If
permission for withdrawal is required by court, we will promptly
apply for such permission, and you agree to engage successor
counsel to represent you.
Unless previously terminated, our representation of you with
respect to the agreed upon scope of representation will terminate
upon sending you our final statement for services rendered.
Following such termination, any otherwise nonpublic information
you have supplied to us, which is retained by us, will be kept
confidential in accordance with applicable rules of professional
conduct. Your papers and property will be returned to you upon
receipt of payment for outstanding fees, expenses and charges
unless a court orders otherwise. We will retain our own files,
including lawyer work product, pertaining to the representation.
For various reasons, including the minimization of unnecessary
storage expenses, we reserve the right to destroy or otherwise
dispose of any documents or other materials retained by us five
years after the termination of the engagement.
You are engaging us to provide legal services in connection with
an agreed upon scope of representation. After completion of the
representation, changes may occur in the applicable laws or
regulations that could have an impact upon your future rights and
liabilities. Unless you actually engage us after the closing to
provide additional advice on issues arising from this
representation, we have no continuing obligation to advise you
with respect to future legal developments.
Exhibit R -04 Maintenance Renewal
Automated Victim Notification Services
Brazos County
Category: Pilot -Large
Subject to the terms and conditions included in the Agreement, this Exhibit R -04 Schedule of Payments
shall describe the payments that Customer shall pay to Appriss.
Maintenance Amount. Customer shall pay Appriss a maintenance amount for the Renewal of Services
determined as follows. This Renewal will extend services through August 31, 2008.
Jail
Court
Annual
# of Months
Total
Maintenance
Maintenance
Maintenance
Through
Maintenance
Amount
Amount
Amount
8/31/08
Amount Due
$25,818
$4291
$30,108
12 Months
$30,108
Out of Scope Costs.' These services will be billed directly to the County and may not be reimbursed by
the Office of the Attorney General's Grant Program.
Additional costs will be incurred for out of scope work. There will only be three events that constitute
out of scope work: (1) if Customer moves their facility requiring Appriss to move interface equipment
and telephone lines, then a site move charge will not to exceed $1,500; (2) if Customer changes its
booking system and replaces it with another system for which the Appriss has already built an interface,
then there will be a one time charge not to exceed $3, 000; and (3) third if Customer changes its booking
system and replaces it with another system for which the Appriss has not built previously an interface
then there will be a one time charge not to exceed $5,000.
1. Customer Facility Move
not -to- exceed $1,500
2. Change of Booking System
to vendor - standard system
not -to- exceed $3,000
Additional Services'
3. Change of Booking System to
non - Vendor- standard system
not -to- exceed $5,000
Any services, not covered by this Agreement and provided by Appriss shall be billed to Customer at the
following rates:
Standard Hourly rate Overtime Hourly Rate
not -to- exceed $160 / hour not -to- exceed $175 / hour
Services After Termination. Subject to the terms and conditions included in the Agreement, the cost of
Services provided by Appriss to the Customer shall be governed by the following payment terms.
Following either the expiration or termination of this Agreement, then Customer shall pay Appriss an
amount equal to 1 /12th the then current Annual Maintenance Fee, for each month that the Customer elects
to receive the Services. Customer may elect to receive the Services for any increment of months up to the
maximum time period stated in the Agreement.
1 based an subsection K Out ofscope cost for county changes in the Service Price section of the Vendor Certification.
2
prices as defined in the Appriss's Price Proposal dated August 15i', 2002.
X15 141
R -04 Service Agreement Renewal Notice
DATE:
CUSTOMER NAME:
LOCATION:
PROJECT TYPE:
ORIGINAL SERVICE AGREEMENT DATE:
SERVICE AGREEMENT RENEWAL DATE:
SERVICE AGREEMENT RENEWAL TERM:
NEXT SERVICE AGREEMENT RENEWAL DATE:
PROJECT PRICING:
June 5, 2007
Brazos County
300 East 26th Street
Suite 114
Bryan, TX 77803
Brazos County VINE Service
March 30, 2004
September 1, 2007
12 Months
September 1, 2008
$30,108
coum Com
This Service Agreement Renewal Notice, unless specifically noted in the Contract Changes section
below, extends all pricing, service terms and other contract provisions of the prior contract period. No
interruptions in delivery of Service will occur in relations to this Service Agreement Renewal.
Contract Changes: None
Special Note: Please refer to the Out of Scope Costs referenced in the attached Exhibit R -04
Maintenance Renewal. This is not a contract change, but a reminder of costs that may be incurred
when making booking system replacement and /or changes.
AUTHORIZATION:
APPRISS, IN ., Y
\ 6/05/07
Signature Date
Thomas R. Seigle
Vice- President of Government Sales
I IIIU I�wu lc
AGREEMENT
COMMUNITY EMERGENCY OPERATIONS CENTER
STATE OF TEXAS
COUNTY OF BRAZOS
#7/ 2�
THIS COMMUNITY EMERGENCY OPERATIONS CENTER AGREEMENT (herein the
"Agreement ") is made to be effective the J_q day of 5unc 2007, by and between the City of Bryan,
a Texas Home Rule Municipal Corporation (hereinafter refereed to as "Bryan "), and the City of College
Station, a Texas Home Rule Municipal Corporation (hereinafter referred to as "College Station "), Brazos
County, Texas, a political subdivision of the State of Texas (hereinafter referred to as the "County") and
Texas A &M University (hereinafter referred to as "TAMU ").
WHEREAS, the parties are entering into this contract in order to coordinate plans and assets to
provide for the protection of the health, life and property of the citizens of the Brazos Valley during times
of natural disasters or man -made calamities;
WHEREAS, the parties are authorized to make and enter into this Agreement under the Interlocal
Cooperation Act (Subchapter B of Chapter 791 of the Texas Government Code), the Texas Disaster Act
(TX Government Code Chapter 418) and other applicable laws of the State of Texas pertaining to
emergency services;
WHEREAS, the parties wish to combine their current individual emergency management
departments into one central location to increase communication, reduce costs and better coordinate
services from one central point in the event of a natural or man -made disaster;
WHEREAS, the primary objectives for creating a Community Emergency Operation Center are
as follows:
(a) to operate a central location in order to achieve the least possible operational cost for the
parties.
(b) to combine services in one location to improve communications among the parties and
deliver emergency service in a coordinated, efficient manner.
NOW THEREFORE, Bryan, College Station, the County and TAMU hereby contract and agree
as follows:
ARTICLE I.
DEFINITIONS
Section 1.01. DEFINITION OF TERMS. In addition to the definitions stated in the preamble
hereof, the terms and expressions as used in this agreement, unless the context clearly shows otherwise,
shall have the following meanings:
(a) "Agreement' or "this Agreement" means this contract and any similar contracts executed
between the parties with respect to the establishment of a Community Emergency Operation Center.
95, 143
(b) "Board" means the Policy Advisory Board to the Community Emergency Operation
Center.
(c) "Community Emergency Operation Center" or "EOC" means the joint operation of the
parties' emergency services departments in the Wimberly Building in Bryan, Texas.
Bryan.
(d) "City" or "Cities" means a Texas home rule municipality, specifically College Station and
(e) "Landlord" means Astin Redevelopment, L.P.
(f) "Leased Premises" means space within the Wimberly Building, 110 north Main Street,
Bryan, Brazos County, Texas as described in paragraph 4.02.
ARTICLE II.
STATEMENTS RELATED TO GENERAL PURPOSE
Section 2.01. OVERALL PURPOSE. The Cities of Bryan and College Station, the County and
TAMU enter into this Agreement to operate the Community Emergency Operations Center (hereinafter
referred to as the "EOC "). The primary purpose of the EOC is to achieve a cost savings to the parties by
the elimination of duplication of services and to provide a more effective, efficient delivery of emergency
services for the participants in the EOC through the joint operation of one central location for such
services.
ARTICLE III.
ORGANIZATION AND GOVERNANCE
Section 3.01. POLICY ADVISORY BOARD. The parties do hereby establish a Policy Advisory
Board (Board). The Board shall be comprised of four voting members as follows: the Mayors of Bryan
and College Station, the County Judge and the President of TAW or a designee for each such party, as
authorized by their respective governmental body.
Section 3.02. BOARD DUTIES AND MEETINGS. The Board shall have the power to request,
receive and review such information as it deems necessary to provide recommendations to the Bryan City
Council, the College Station City Council, the County Commissioners Court and the Board of Regents
regarding the EOC's joint purchases, if any; long range plans and future space requirements; the EOC's
effectiveness in achieving the purpose set forth herein and to resolve and recommend solutions to any
unforeseen administrative issues. The Board has no authority over personnel matters. The Board has no
rule- making power and is not a governmental body as defined in §551.001 of the Texas Government
Code. The Board shall, however, provide notice of its meetings and conduct its meetings in the same
manner as a governmental body is required to do under the Texas Open Meetings Act, Chapter 551,
Texas Government Code. The Board shall meet annually, or as often as it deems necessary to meet its
duties under this Section. Any member of the Board shall have the authority to call a meeting of the
Board upon fifteen (15) days' prior written notice.
ARTICLE IV.
GENERAL OPERATING REQUIREMENTS
Section 4.01. CENTER OPERATOR. Each party shall employ its own staff to man its
individual emergency office at the EOC. Each party agrees to house its current emergency management
staff at the EOC. There shall be one paid administrative support staff member at the EOC. The College
�5k , X44
Station support staff member shall remain an employee of College Station, subject to the control and
direction of the City Manager of College Station. The City Managers of College Station, Bryan, County
Judge, or designated representatives, and designated representatives of TAMU shall approve the essential
duties and job functions of the EOC staff. Bryan, the County and TAMU shall each reimburse College
Station twenty-five percent (25 %) of such staff support member's salary and other employee benefits
when invoiced by College Station. The Policy Advisory Board shall make recommendations as to the
operation and management of the EOC. However, separate emergency management protocols as
approved by the parties under agreements or as required by state and federal laws or regulations
applicable to the specific nature and location of emergency events shall dictate the management, chain of
command and general operating procedures for an EOC event.
Section 4.02. LEASE. Bryan shall execute a lease with Astin Redevelopment, L.P. for the
rental of a portion of the Wimberly Building, 110 North Main Street, Bryan, Brazos County, Texas
(herein the "Lease ") within which the EOC shall be housed. Bryan shall not execute the Lease without the
prior consent of all parties to this Agreement. College Station, the County and TAMU shall reimburse
Bryan for 75 percent of the rents and other expenses set forth therein. The parties herein agree, as among
themselves, that Bryan shall provide a credit to each party equal to each party's proportionate share of any
rent abatement granted by the Landlord in the event of a partial destruction of the Leased Premises as set
forth in Paragraph 6.5(b) of the Lease. Such apportionment shall be a ratio equal to each party's damaged
or destroyed square footage divided by the total square footage of the leased premises and multiplied by
the abated rent. Bryan shall not modify the Lease without the written consent of College Station, the
County and TAMU. Bryan shall forward to College Station, the County and TAMU all Notices it
receives from the Landlord relative to the Leased Premises and shall not settle any dispute arising under
the Lease without the advice and consultation of College Station, the County and TAMU. No later than
three days before the due date for the advance payment of rent each month under the Lease, each party
shall pay to Bryan their proportionate share. Each month, following the payment of rent due under the
Lease, Bryan shall provide to each party a receipt or other satisfactory evidence verifying that the rent has
been paid to Landlord.
Section 4.03. COSTS. Each party agrees to be responsible for one - fourth (1/4) of the cost of operating
the EOC including, the salary and benefits of one paid support staff member, rent and other expenses,
including any general liability insurance, under the Lease, any damages to the Leased Premises caused by
the parties, their agents, employees, licensees, invitees or visitors and determined to be owed to the
Landlord, any increased electrical costs for non - standard service in the Leased Premises, any shared cost
agreed to and approved by the Board and any other joint costs arising from the operation of the EOC.
Except for the payment and maintenance of personnel files of one support staff member under paragraph
4.01 by College Station, or as otherwise provided in this Agreement, Bryan shall be responsible for
maintaining all records, paying all invoices and any other bills which may arise from the operation of the
EOC and auditing the financial records of the EOC on a monthly basis. Bryan shall issue a quarterly
invoice to all parties setting forth each party's proportional share of the costs and expenses of the EOC
other than rent due under the Lease. Bryan shall bill the other parties for any non - routine costs by
itemized statement as soon after the expenses are incurred as possible, but not later than sixty (60) days.
ARTICLE V.
FINANCIAL REQUIREMENTS
Section 5.01. SHARED ASSETS. All personal property contributed by the parties for use by
all parties at the EOC and all such property acquired in the future for such purposes shall be held and
owned by The Cities, the County and TAMU as tenants in common, with each party having a one -fourth
(1/4) undivided interest unless otherwise agreed and specified under subsection (a), (b) or (c). Except as
otherwise provided in this paragraph or by other consensus of the parties as reflected in the inventory
under subsection (c), a third party hired by the County in accordance with applicable bidding
requirements of state law shall maintain all shared assets. As of the date this Agreement is executed, the
parties agree that the WEBEOC Server, related software, certain audio -video equipment contributed by
the County and any roof mounted wireless antenna to be installed on the Leased Premises will be
considered shared assets for purposes of this Article V. The WEBEOC software maintenance shall be
paid by the County. Bryan, College Station and TAMU shall each reimburse the County twenty-five
percent (25 %) of the annual cost of such software maintenance upon receipt of an invoice from the
County. A secondary WEBEOC server shall be located in the City of College Station and shall be
monitored, supported and maintained by College Station. Any roof mounted wireless antenna and all
personal computers for shared EOC use in the EOC common area shall be monitored, supported and
maintained by Bryan. The parties shall share equally in the cost of such maintenance and support, other
than the cost of support personnel.
(a) RESTRICTED SHARED ASSETS. In the event personal property proposed to
be contributed by any party for EOC shared use is subject to restrictions or prohibitions against
sale, transfer, assignment, lease, conveyance or other such restrictions under applicable grant or
funding agreements or is subject to exclusive maintenance contracts, or otherwise, the
contributing party shall provide notice to the other parties of such restrictions or prohibitions for a
determination by the parties whether, and under what terms and conditions, the property shall be
accepted and utilized for EOC shared use. The terms and conditions under which such property
will be accepted for shared EOC use shall be set forth in the inventory required by subsection (c).
(b) NON -EOC PROPERTY. All property, furniture, equipment and software used
by each party in connection with the employment and housing of its individual emergency
management staff within the areas of the Leased Premises designated for occupancy by each
party separate from the common area shall remain the property and responsibility of the party
owning such property, furniture or equipment at the time it is delivered to the Leased Premises.
(c) PROPERTY INVENTORY. Upon execution of this Agreement, the parties shall
prepare and agree upon an inventory of all property, equipment, software, licenses and related
items contributed for shared EOC use showing, at a minimum as to each separate item
contributed, the following:
the name of the contributing party;
2. whether the property contributed shall be owned under tenancy in
common or shall revert back to the contributing party upon the end of its usefulness to the EOC,
dissolution of the EOC or withdrawal from participation in the EOC by the contributing party;
3. applicable grant or other restrictions as to use or maintenance;
4. the entity or third party responsible for maintenance;
5. an identification, serial or tracking number or code;
6. limitations or restrictions on access or use necessary for the
protection of secure, proprietary or confidential information; and
the parties.
any other information as deemed appropriate by agreement of
The inventory shall be amended and supplemented as items are purchased jointly or contributed
by individual parties or removed. Software and any related software licenses shall be included
within this inventory.
Section 5.02. BUDGETED FUNDS. All expenses required to be paid herein shall be paid
solely from lawfully available funds that have been appropriated by the Cities, the County and TAMU.
ARTICLE VI.
TERM
Section 6.01. This Agreement shall be effective upon the date of execution by the last party
signing below and shall terminate on , 2012. The parties may enter into a new
Agreement for joint participation in an EOC under mutually agreed terms and conditions for a new term
of up to five (5) years.
ARTICLE VII
TERMINATION AND DISSOLUTION
Section 7.01. WITHDRAWAL FROM AGREEMENT. Any party to this Agreement may
terminate its participation in the EOC and withdraw from this Agreement upon providing at least 120
days' written notice to the non - terminating parties, but shall remain liable for its share of the rent owing
pursuant to the Lease and associated EOC operation expenses due through the effective date of
withdrawal as indicated in such notice; provided, however, if a party terminates due to its failure to
appropriate funds as stated in Paragraph 5.02. above, such entity may terminate effective as of the date
previously authorized funding for participation in the EOC expires and without payment of said rent and
associated operation expenses for which funding is not authorized. The withdrawing party, no later than
the effective date of its withdrawal, shall remove all property and personnel not shared for use by the
EOC, but shall do so in a manner and at such times as minimize any interference with the efficient
operations of the EOC and the other parties. Only if the inventory list under section 5.01(c) specifically
indicates that particular property contributed by a withdrawing party shall revert back to such party upon
its withdrawal shall the withdrawing party be entitled to remove such property.
(a) RESPONSIBILITIES OF NON - TERMINATING PARTIES. Should a party
terminate as stated above, the remaining parties may negotiate new terms for the apportionment
of expenses and delegation of responsibility, as applicable, under this Agreement. During the
period of negotiating new terms of agreement, each party shall be responsible for its
proportionate share of expenses required to be paid under this Agreement. If the parties are
unable to negotiate and approve new terms of within 60 days after the receipt of notice of any
party's intent to withdraw from this Agreement (the "Renegotiation Deadline "), Bryan may
terminate the Lease with Landlord effective 60 days after the Renegotiation Deadline or any
agreed extension thereof. If Bryan terminates the Lease under this paragraph, the other parties,
shall continue to reimburse Bryan for their proportionate share of rent and other expenses due
under the Lease through the effective Lease termination date and, to the extent permitted by law,
shall reimburse Bryan for their proportionate share of termination expenses due under the Lease.
If the parties are unable to negotiate and approve new terms of agreement for the joint operation
of the EOC, but Bryan elects to not terminate the Lease, the other parties shall vacate the leased
premises on or before the 60th day after the Renegotiation Deadline or any agreed extension
thereof and shall continue to reimburse Bryan for their proportionate share of rent and other
expenses due under the Lease through the end of such 60 day period.
�I„
Section 7.02. DISSOLUTION. Upon dissolution of the cooperative venture of the parties
under this Agreement by expiration or termination of this Agreement, the parties shall conduct an
inventory and appraisal of property and assets.
(a) RESTRICTED PROPERTY. Any property or assets designated by the inventory
created under Section 5.01 (c) to be retained or returned to the party from which it was
contributed shall be returned to such contributing party. All remaining property shall be
presumed to be owned by the parties as tenants in common.
(b) TENANCY IN COMMON PROPERTY. All remaining property and assets
acquired collectively for EOC use and owned by the parties as tenants in common shall be
distributed equitably among the parties pursuant to terms of a written mutual agreement. A
dollar value representing the value of property received by each party through the distribution
process in this subparagraph (b) (the "Individual Deduction Amount ") shall be allocated to each
party. If the parties are unable to negotiate an agreement for the equitable distribution of all or
any of the remaining property, such remaining property shall be sold by sealed bid or auction in
accordance with applicable laws. The proceeds of such sale and/or auction will be distributed
equitably among the parties as follows: the total value of proceeds received from sale and/or
auction shall be added to the total value of property distributed to the parties under this
subparagraph (b) (the "Total Gross Value "); the Total Gross Value shall be divided by the
number of parties participating in the EOC at the time of dissolution (the "Individual Gross
Amount Due "); each party shall be paid the difference between the Individual Gross Amount
Due and such party's Individual Deduction Amount.
(c) SURPLUS PROPERTY. To the extent allowed by applicable laws governing the
disposal of surplus property, the parties may agree to donate items of personal property to
authorized entities.
ARTICLE VIII.
GENERAL PROVISIONS
Section 8.01. NOTICES. Any and all notices and invoices which may be required under the
terms of this Agreement shall be mailed to the parties at the addresses indicated below or at such address
as any of the parties may furnish in writing to the other parties herein named:
City of College Station
Attn: City Manager
P.O. Box 9960
College Station, Texas 77842
City of Bryan
Attn: City Manager
P.O. Box 1000
Bryan, Texas 77805
Brazos County
Attn: County Judge
300 E. 26th Street,
Bryan, TX 77803
9 5k ���
Texas A &M University
Attn: University President
College Station, Texas 77845
Section 8.02 This Agreement may be amended only by the mutual written consent of all
parties.
Section 8.03. ASSIGNMENT. This Agreement shall be restricted to the Cities of Bryan and
College Station, the County and TAMU. The rights, privileges and responsibilities pursuant to this
Agreement are specifically prohibited from assignments to agents, contractors and/or franchisees
performing services on behalf of the principals of this Agreement.
Section 8.04. AUTHORITY. This Agreement has been officially authorized by the governing
body of each party hereto and each signatory to this Agreement guarantees and warrants that the signatory
has full authority to execute this Agreement and to legally bind the respective party to this Agreement.
Section 8.05. CONSTRUCTION. The terms and conditions of this Agreement are not
intended and shall not be construed as altering, changing or in any way superseding the Interjurisdictional
Emergency Operation Plan or that certain Mutual Aid Agreement among the parties hereto. In the event
any provisions herein are inconsistent with any provisions of the Interjurisdictional Emergency Operation
Plan or the Mutual Aid Agreement, the terms and conditions of those Agreements shall govern.
Section 8.06. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which together shall constitute one and
the same instrument.
Section 8.07 The parties hereto covenant and agree to execute all such further instruments and
take such further action as may be reasonably required by any party to fully effectuate the terms and
provisions of this Agreement and the transactions contemplated herein.
SIGNED to be effective the
CITY OF BRYAN
Mayor D. Mark Conlee
ATTEST:
Mary Lynne tratta, City Secretary
day of 2007.
CITY OF COLLEGE STATION
Mayor Ben White
ATTEST:
Connie Hooks, City Secretary
APPROVED AS TO CONTENT:
e&v-1.44
David Watkins, City Manager
APPROVED AS TO FORM:
�1
Micha 1 J. Cose 116, City Attorney
IS ' •
Randy Sims,
ATTEST:
C�K aan M i �e ACIer Ka n McQue
APPROVED AS TO CONTENT:
Glen Brown, City Manager
APPROVED AS TO FORM:
Harvey Cargill, Jr., City Attorney
TEXAS A &M UNIVERSITY
LE
June 14, 3007
Commissioners Court
Brazos county. texas
300 East 26"' Street
Bryan. "I'exas 77803
Re. Additions to Brazos County Detention Center, Bryan,'rexas
Agreement Between Owner and Architect
ro Whom It May Concern:
"This letter shall serve as an Interim Agreement between Brazos County and Rosser
International, Inc. for professional services for the Additions to the Brazos County Jail in
Bryan, texas. .
SERVICES:
Rosser International, Inc. will perform the following services under this, Illerini
Agreement:
Programming:
the Architect shall provide services to develop an operational and architectural program
Leased on the number and the types of beds provided by the Owner, Included in these
services shall be the development of the following:
1. Description of each major function, including operational concepts and sequence
of inmate processing
^. Definition of Inmate Management mode (i.e., Direct versus Indirect Supervision)
3, Description of security philosophy and implementation requirements and
standards
4. Description of all spaces in the building. including: sizes, equipment, security
requirements, utility requirements, and environment requirements
5. Interrelationships between major departments and individual spaces
Architecture Schematic Design:
the Architect shall provide normal structural, mechanical, and electrical engineering
Justice services for the Schematic Design Phase as defined in AIA Document 13 141 based on the
Aviation nwtually agreed upon program, schedule, and budget for the Cost oY the Work. The
Sports documents shall establish the conccptruil design ofthe Project, illustrating the scale and
Interiors
Planning
Landscape
Building Engineering
ROSSER INTERNATIONAL, INC.
Civil Engineering
`iN %Y -rx Dca,6ircc 1u ea, N U - Ad.iuta, Groi'gi.i 3' 3'8 _
Program Management '1'rl, rhomc (-7;4) 8'6 3Ane -
Commissioners Court. Brazos County
June 14. 2007
Paige 2 of 4
relationship of the Project components. The Schematic Design Documents shall iucludc:
a conceptual site plan and preliminary building plans. sections and elevations.
Presentation doCl11l1en15 requirul for public communication will also ba provided and are
described in the following paragraph. Preliminary selections of major building systoms
and construction materials shall he noted on the drawings or described in writin.a Civil
engineering services for the Schematic Design Phase shall be as follows:
L City SDRC Process for site plan approval
2. City Site Plan
3. Grading and Erosion Control
4. On site utility design
5. Paving design
6. Dimension Conu'ol/Suiping /Signage
7. Storm Water Detention design
3. 1 xD6f Drive/Utility Permits
9. Fire Plow Reports
10. Public Water Line Design (approximately 700 feet)
11. Public Sanitary Sewer Relocation (approximately 1000 feet)
Community Presentation Services:
The Architect shall provide services to assist the Owner in the Presentation of the Project
to the Community as follows:
1. Prepare presentation materials:
a. Color Elevations
b. Color Site Plan
c. Color Floor Plans
Cl. Power Point Slide Presentation
2. Attend meetings to present designs (Limit of 4).
SERVICES NOT INCLUDED:
1. Cost Fstimating
2. Bed Projection Analysis
3, Geoteeluical Services and Foundation System Recommendation
4. Fxisting Building Surrey and Drawings of Existing Conditions
i_ Civil Engineering Services in connection with the following:
a. Design of off -site Public Infrasnvcuue
b. Topographical, Bnundmy Survey and Fasements.
c. linviron mental Studies and Reports
d. I I-HMIc Studies
e. Platting
f. Flood Plain Studies
g. Construction Staking
6. Professional sen'ices Yix Design Dcvelopnunt. Constriction Documents.
Bidding, and Construction Administration .s (ielincd in :VA Document 13 141.
ROSSER INTERNATIONAL, INC.
i� +IX�nPt'yfIIt, St Crt, SU' -!� t Ii ll l:A. G wrgia 1J • CS
'C.Irphunr g.4).9J4 sII"- rl 1 .A1...�_IOP,
t1s )5a
Conunissionct's Court, Brazos County
June 14, 2007
Page 3 of 4
BASIC SERVICES FEE
Rosser International, Inc. will provide basic services described herein for it lump sum fee
of four hundred filly -seven thousand five hundred dollars ($457,500). If the cost of the
project exceeds $35,000,000 the lump sum fee for the Schematic Design Phase will be
renegotiated.
REIMBDRSABI,E EXPENSES:
Reimbursable expenses will he in addition to the Basic Services Fee_ 'Elie Owner will
reimburse Rosser httennational. Inc. for expenses in connection with the Project as
follows:
I. Travel: Actual cost. Cost of navel exceeding fifteen thousand two hundred
dollars ($15,200) will be negotiated as required by the Owner.
2. Printing: Not to exceed two thousand dollars ($2,000).
3. Shipping: Not to exceed five hundred dollars ($500).
PAYMENT:
The Owner will pay Rosser International. Inc. for Basic Services based on the percentage
of work completed and Reimbursable Fxpense based on actual expenses. Payment will
be made on a monthly basis.
SPECIAL PROVISIONS
['he Terns and Conditions and the Compensation contained in this Interim Agreement
are based on the following:
I. The Owner will engage the services of a Construction Manager as Constructor
(hereinafter referred to as CMR) prior to the commencement of the Schematic
Design Phase.
2 The CMR will provide cost estimating during the preparation of Schematic
Design which will serve as the basis for the revenue bond issue and subsequent
design phases.
3. The Architect will rely on the accuracy of the CMR cost estimates and will be
responsible only for the review of the cost estimates for compliance with the
design intent.
4. The CMR will provide recnnrnicodattons to the Architect during Schematic
Design based on the Architect's designs that assure the construction of a project
within the Owner's designated funds.
5. The CMR will provide regularly scheduled design reviews luring the progress of
the preparation of Schematic Design, with written continents relating to
recommended revisions necessary for cost containment.
0. ALA Agreement B 141 for Design Development. Construction Documents,
Bidding, and Construction Administration seitiices will be negotiated and
executed prior to the completion of services contained in the Interim Agreement.
ROSSER INTERNATIONAL INC.
5 14 %%,, P ej, hirer St; r V\k' - A nn
I.1gphni i 4)Y lib 5 rn -I'll
Commissioners Court. BraZOS County
June 14, 2007
Page 4 A'4
7. Drawings. specifications, and other documents, including those in electronic
firm prepared by the Architect and the Architect's consultants, at Instruments
of Set %ice Ibr use solely with respect to this Project. The Architect and the
Architect's consultants Shall he deemed the authors and owners of their
respectis e Ill suunnents of Service and shalb retain all conunon law. statutory, and
other rescraed rights, including copyrights.
Please indicate your acceptance of this Interim Agi cement by executing both topics and
returning one copy to this office.
Sincerely,
Rola;( H. Vaughn, CEO
Rosser International, Inc.
J
cc: Rosser IntC- uatr"imal, Inc.: W. Colson. R. )Miller
Fred Patterson, Patterson Architects
Pat Howard. Project Manager. Brazos County
File 07097.00 (.03.01)
Acs eptc
Signanire Me
Randy Sims Judge. C'gmmissioncrs Cp g,_Brazo County,_ I uxa_
Name,' Citle
ROSSER INTERNATIONAL, INC.
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—1- 5 .A`5�
#AIA Document A121TNCMc - 2003 and AGC
Document 565
Standard Form of Agreement Between Owner and Construction Manager
where the Construction Manager is Also the Constructor
AGREEMENT
made as of the 26th day of June
(In words, indicate day, month and year)
BETWEEN the Owner:
(Narne and address)
Brazos County
300 East 26" Street, Suite 117
Bryan, TX 77803
and the Construction Manager:
(Name and address)
Turner Construction Company
4263 Dacoma
Houston, TX 77092
The Project is:
(Name, address and brief description)
Brazos County Jail Addition
Bryan, Texas
The Architect is:
(Name and address)
Rosser International
524 West Peachtree Street
Atlanta, GA 30308
in the year of 2007
The Owner and Construction Manager agree as set forth below:
ADDITIONS AND DELETIONS:
The author of this document has
added Information needed for its
completion. The author may also
have revised the text of the original
AIA standard form. An Additions and
Deletions Report that notes added
information as well as revisions to
the standard form text is available
from the author and should be
reviewed. A vertical line in the left
margin of this document indicates
where the author has added
necessary information and where
the author has added to or deleted
from the original AIA text.
This document has important legal
consequences. Consultation with an
attorney is encouraged With respect
to its completion or modification.
The 1997 Edition of AIA Document
A201, General Conditions of the
Contract for Construction, Is referred
to herein. This Agreement requires
modification it other general
conditions are utilized.
AIA Document A1211 -CMc -2003 and AGC Document 565. Copyright ® 1991 and 2003 by The American Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Low and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result In severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:28:30 on 06/2612007 under Order
No. 1000291525_1 which expires on 3/1612008, and is not for resale.
User Notes:
(404800385)
95
TABLE OF CONTENTS
ARTICLE 1 GENERAL PROVISIONS
§ 1.1 Relationship of the Parties
§ 1.2 General Conditions
ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES
§ 2.1 Preconstruction Phase
§ 2.2 Guaranteed Maximum Price Proposal and Contract Time
§ 2.3 Construction Phase
§ 2.4 Professional Services
§ 2.5 Hazardous Materials
ARTICLE 3 OWNER'S RESPONSIBILITIES
§ 3.1 Information and Services
§ 3.2 Owner's Designated Representative
§ 3.3 Architect
§ 3.4 Legal Requirements
ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES
§ 4.1 Compensation
§ 4.2 Payments
ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES
§ 5.1 Compensation
§ 5.2 Guaranteed Maximum Price
§ 5.3 Changes in the Work
ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE
§ 6.1 Costs to Be Reimbursed
§ 6.2 Costs Not to Be Reimbursed
§ 6.3 Discounts, Rebates and Refunds
§ 6.4 Accounting Records
ARTICLE 7 CONSTRUCTION PHASE
§ 7.1 Progress Payments
§ 7.2 Final Payment
ARTICLE 8 INSURANCE AND BONDS
§ 8.1 Insurance Required of the Construction Manager
§ 8.2 Insurance Required of the Owner
§ 8.3 Performance Bond and Payment Bond
ARTICLE 9 MISCELLANEOUS PROVISIONS
§ 9.1 Dispute Resolution
§ 9.2 Other Provisions
ARTICLE 10 TERMINATION OR SUSPENSION
§ 10.1 Termination Prior to Establishing Guaranteed Maximum Price
§ 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price
§ 10.3 Suspension
ARTICLE 11 OTHER CONDITIONS AND SERVICES
AIA Document A1211eCMc- 2003 and AGC Document 565, Copyright C 1991 and 2003 by The American Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to Use maximum extent possible under the law. This document was produced by AA software at 08:2830 on 0 &2612007 under Order
No.1000291525_1 which expires on 3/1612008, and is not for resale.
User Notes: (404800385)
9-5 1%
ARTICLE 1 GENERAL PROVISIONS
§ 1.1 RELATIONSHIP OF PARTIES
The Construction Manager accepts the relationship of trust and confidence established with the Owner by this
Agreement, and covenants with the Owner to furnish the Construction Manager's reasonable skill and judgment and
to cooperate with the Architect in furthering the interests of the Owner. The Construction Manager shall furnish
construction administration and management services and use the Construction Manager's best efforts to perform
the Project in an expeditious and economical manner consistent with the interests of the Owner. The Owner shall
endeavor to promote harmony and cooperation among the Owner, Architect, Construction Manager and other
persons or entities employed by the Owner for the Project.
§ 1.2 GENERAL CONDITIONS
For the Construction Phase, the General Conditions of the contract shall be the AIAOa Document A201 TM -1997,
General Conditions of the Contract for Construction, which is incorporated herein by reference. For the
Preconstruction Phase, or in the event that the Preconstruction and Construction Phases proceed concurrently,
A20ITM -1997 shall apply to the Preconstruction Phase only as specifically provided in this Agreement. The term
"Contractor" as used in A201TM -1997 shall mean the Construction Manager. When a Guaranteed Maximum Price
has been agreed to between the parties, in instances where the term "Contract Sum" is used the AIA Document
A201 without any additional reference to the Guaranteed Maximum Price, the term "Contract Sum" shall
nevertheless be deemed to mean the Guaranteed Maximum Price. The Guaranteed Maximum Price is sometimes
referred to as the GMP.
ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES
2.1 The Construction Manager shall perform the services described in this Article. The services to be provided under
Sections 2.1 and 2,2 constitute the Preconstruction Phase services. If the Owner and Construction Manager agree,
after consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is
completed, in which case both phases will proceed concurrently.
§ 2.1 PRECONSTRUCTION PHASE
§ 2.1.1 PRELIMINARY EVALUATION
The Construction Manager shall provide a preliminary evaluation of the Owner's program and Project budget
requirements, each in terms of the other.
§ 2.1.2 CONSULTATION
The Construction Manager with the Architect shall jointly schedule and attend regular meetings with the Owner.
The Construction Manager shall consult with the Owner and Architect regarding site use and improvements and the
selection of materials, building systems and equipment. The Construction Manager shall provide recommendations
on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time
requirements for procurement, installation and construction completion; and factors related to construction cost,
including estimates of alternative designs or materials, preliminary budgets and possible economies.
§ 2.1.3 PRELIMINARY PROJECT SCHEDULE
When Project requirements described in Section 3. 1.1 have been sufficiently identified, the Construction Manager
shall prepare, and periodically update, a preliminary Project schedule for the Architect's review and the Owner's
approval. The Construction Manager shall obtain the Architect's approval of the portion of the preliminary Project
schedule relating to the performance of the Architect's services. The Construction Manager shall coordinate and
integrate the preliminary Project schedule with the services and activities of the Owner, Architect and Construction
Manager. As design proceeds, the preliminary Project schedule shall be updated to indicate proposed activity
sequences and durations, milestone dates for receipt and approval of pertinent information, submittal of a
Guaranteed Maximum Price proposal, preparation and processing of shop drawings and samples, delivery of
materials or equipment requiring long -lead -time procurement, Owner's occupancy requirements showing portions of
the Project having occupancy priority, and proposed date of Substantial Completion. If preliminary Project schedule
updates indicate that previously approved schedules may not be met, the Construction Manager shall make
appropriate recommendations to the Owner and Architect.
§ 2.1.4 PHASED CONSTRUCTION
The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance
of Drawings and Specifications to facilitate phased construction of the Work, if such phased construction is
AIA Document A121 seCMC -2003 and AGC Document 565. Copyright ® 1991 and 2003 by The American Insfitute of Architects and The Associated
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Unauthorized reproduction or distribution of this docum"L or any portion of it, may result in severe Nvll and criminal penalties, and will be
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135 1 1 157
appropriate for the Project, taking into consideration such factors as economics, time of performance, availability of
labor and materials, and provisions for temporary facilities.
§ 2.1.5 PRELIMINARY COST ESTIMATES
§ 2.1.5.1 When the Owner has sufficiently identified the Project requirements and the Architect has prepared other
basic design criteria, the Construction Manager shall prepare, for the review of the Architect and approval of the
Owner, a preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques.
§ 2.1.5.2 When Schematic Design Documents have been prepared by the Architect and approved by the Owner, the
Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a more detailed
estimate with supporting data. During the preparation of the Design Development Documents, the Construction
Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and
Construction Manager.
§ 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner,
the Construction Manager shall prepare a detailed estimate with supporting data for review by the Architect and
approval by the Owner. During the preparation of the Construction Documents, the Construction Manager shall
update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager
§ 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the Owner's budget, the
Construction Manager shall make appropriate recommendations to the Owner and Architect.
§ 2.1.6 SUBCONTRACTORS AND SUPPLIERS
The Construction Manager shall seek to develop subcontractor interest in the Project and shall furnish to the Owner
and Architect for their information a list of possible subcontractors, including suppliers who arc to furnish materials
or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the
Work. The Architect will promptly reply in writing to the Construction Manager if the Architect or Owner know of
any objection to such subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to
investigate the qualifications of proposed subcontractors or suppliers, nor shall it waive the right of the Owner or
Architect later to object to or reject any proposed subcontractor or supplier.
§ 2.1.7 LONG -LEAD -TIME ITEMS
The Construction Manager shall recommend to the Owner and Architect a schedule for procurement of long -lead-
time items which will constitute part of the Work as required to meet the Project schedule. If such long -lead -time
items are procured by the Owner, they shall be procured on terms and conditions acceptable to the Construction
Manager. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, all
contracts for such items shall be assigned by the Owner to the Construction Manager, who shall accept
responsibility for such items as if procured by the Construction Manager. The Construction Manager shall expedite
the delivery of long -lead -time items.
§ 2.1.8 EXTENT OF RESPONSIBILITY
The Construction Manager does not warrant or guarantee estimates and schedules except as may be included as part
of the Guaranteed Maximum Price. The recommendations and advice of the Construction Manager concerning
design alternatives shall be subject to the review and approval of the Owner and the Owner's professional
consultants. The Owner acknowledges that the Construction Manager is in no way providing professional services,
which constitute the practice of architecture or engineering. It is not the Construction Manager's responsibility to
ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, building
codes, rules and regulations. However, if the Construction Manager recognizes that portions of the Drawings and
Specifications are at variance therewith, the Construction Manager shall promptly notify the Architect and Owner in
writing.
§ 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION
The Construction Manager shall comply with applicable laws, regulations and special requirements of the Contract
Documents regarding equal employment opportunity and affirmative action programs.
AIA Document A121 TMCMc —2003 and AGC Document 565. Copyright 01991 and 2003 by The American Institute of Architeds and The Associated
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Unauthorized reproduction or distribution of this document, or any portion of It, may reaule in severe civil and criminal penalties, and will be
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qs t15 g
§ 2.2 GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIME
§ 2.2.1 When the Drawings and Specifications are sufficiently complete, the Construction Manager shall propose a
Guaranteed Maximum Price, which shall be the sum of the estimated Cost of the Work and the Construction
Manager's Fee and the Construction Contingency.
§ 2.2.2 As the Drawings and Specifications may not be finished at the time the Guaranteed Maximum Price proposal
is prepared, the Construction Manager shall provide in the Guaranteed Maximum Price for further development of
the Drawings and Specifications by the Architect that is consistent with the Contract Documents and reasonably
inferable therefrom. The Guaranteed Maximum Price is not intended to include any changes in scope, systems,
kinds, qualities, quantities of materials, finishes or equipment from that shown or reasonably inferable from the
information stated in the design documents upon which the Guaranteed Maximum Price was based, subject to the
qualifications and assumptions to that Guaranteed Maximum Price, all of which, if required would warrant an
adjustment to the Guaranteed Maximum Price by Change Order.
§ 2.2.3 The estimated Cost of the Work shall include the Construction Manager's contingency, a sum established by
the Construction Manager for the Construction Manager's exclusive use to cover costs arising under Subparagraph
2.2.2 and other costs which are properly reimbursable as Cost of the Work but not the basis for a Change Order.
§ 2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE
The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its
basis, which shall include:
.1 A list of the Drawings and Specifications, including all addenda thereto and the Conditions of the
Contract, which were used in preparation of the Guaranteed Maximum Price proposal.
,2 A list of allowances and a statement of their basis.
.3 A list of the clarifications and assumptions made by the Construction Manager in the preparation of
the Guaranteed Maximum Price proposal to supplement the information contained in the Drawings
and Specifications.
.4 The proposed Guaranteed Maximum Price, including a statement of the estimated cost organized by
trade categories, allowances, contingency, and other items and the Fee that comprise the Guaranteed
Maximum Price.
.5 The Date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based,
and a schedule of the Construction Documents issuance dales upon which the date of Substantial
Completion is based.
§ 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum
Price proposal and the written statement of its basis. In the event that the Owner or Architect discover any
inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager,
who shalt make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both.
§ 2.2.6 Unless the Owner accepts the Guaranteed Maximum Price proposal in writing on or before the date specified
in the proposal for such acceptance and so notifies the Construction Manager, the Guaranteed Maximum Price
proposal shall not be effective without written acceptance by the Construction Manager.
§ 2.2.7 Prior to the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal and
issuance of a Notice to Proceed, the Construction Manager shall not incur any cost to be reimbursed as part of the
Cost of the Work, except as the Owner may specifically authorize in writing.
§ 2.2.8 Upon acceptance by the Owner of the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price
and its basis shall be set forth in Amendment No. I. The Guaranteed Maximum Price shall be subject to additions
and deductions by a change in the Work as provided in the Contract Documents, and the Date of Substantial
Completion shall he subject to adjustment as provided in the Contract Documents.
§ 2.2.9 The Owner shall authorize and cause the Architect to revise the Drawings and Specifications to the extent
necessary to reflect the agreed -upon assumptions and clarifications contained in Amendment No. 1. Such revised
Drawings and Specifications shall be furnished to the Construction Manager in accordance with schedules agreed to
by the Owner, Architect and Construction Manager. The Construction Manager shall promptly notify the Architect
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General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and international Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result In severe civil and criminal penalties, and will be
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�s 159
and Owner if such revised Drawings and Specifications are inconsistent with the agreed -upon assumptions and
clarifications. y
§ 2.2.10 The Guaranteed Maximum Price shall include in the Cost of the Work only those taxes which are enacted at
the time the Guaranteed Maximum Price is established.
§ 2.3 CONSTRUCTION PHASE
§ 2.3.1 GENERAL
§ 2.3.1.1 The Construction Phase shall commence on the earlier of;
(1) the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal
and issuance of a Notice to Proceed, or
(2) the Owner's first authorization to the Construction Manager to:
(a) award a subcontract, or
(b) undertake construction Work with the Construction Manager's own forces, or
(c) issue a purchase order for materials or equipment required for the Work.
§ 2.3.2 ADMINISTRATION
§ 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the
Construction Manager's own personnel shall be performed under subcontracts or by other appropriate agreements
with the Construction Manager. The Construction Manager shall obtain bids from Subcontractors and from suppliers
of materials or equipment fabricated to a special design for the Work from the list previously reviewed and, after
analyzing such bids, shall deliver such bids to the Owner and Architect. The Owner will then determine, with the
advice of the Construction Manager and subject to the reasonable objection of the Architect, which bids will be
accepted. The Owner may designate specific persons or entities from whom the Construction Manager shall obtain
bids; however, if the Guaranteed Maximum Price has been established, the Owner may not prohibit the Construction
Manager from obtaining bids from other qualified bidders. The Construction Manager shall not be required to
contract with anyone to whom the Construction Manager has reasonable objection.
§ 2.3.2.2 If the Guaranteed Maximum Price has been established and a specific bidder among those whose bids are
delivered by the Construction Manager to the Owner and Architect (1) is recommended to the Owner by the
Construction Manager; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid which
conforms to the requirements of the Contract Documents, but the Owner requires that another bid be accepted, then
the Construction Manager may require that a change in the Work be issued to adjust the Contract Time and the
Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by
the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or
entity designated by the Owner.
§ 2.3.2.3 Subcontracts and agreements with suppliers furnishing materials or equipment fabricated to a special design
shall conform to the payment provisions of Sections 7.1.8 and 7.1.9 and shall not be awarded on the basis of cost
plus a fee without the prior consent of the Owner.
§ 2.3.2.4 The Construction Manager shall schedule and conduct meetings at which the Owner, Architect,
Construction Manager and appropriate Subcontractors can discuss the status of the Work. The Construction
Manager shall prepare and promptly distribute meeting minutes.
§ 2.3.2.5 Promptly after the Owner's acceptance of the Guaranteed Maximum Price proposal, the Construction
Manager shall prepare a schedule in accordance with Section 3.10 of A20ITM -1997, including the Owner's
occupancy requirements.
§ 2.3.2.6 The Construction Manager shall provide monthly written reports to the Owner and Architect on the
progress of the entire Work. The Construction Manager shall maintain a daily log containing a record of weather,
Subcontractors working on the site, number of workers, Work accomplished, problems encountered and other
similar relevant data as the Owner may reasonably require. The log shall be available to the Owner and Architect.
§ 2.3.2.7 The Construction Manager shall develop a system of cast control for the Work, including regular
monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The
AIA Document A721svCMc - 2003 and AGC Document 565. Copyright ® 1991 and 2003 by The American Institute of Architects and The Associated
General Contractors of America. All rights reservetl. WARNING: This document Is protected by U.S. Copyright Law and International Trestles 6
Unauthorized reproduction ot distribution of this document. or any portion of it. may result In severe chap and crlmhul patient", and will be
prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:28.30 an 06126/2007 under Order
No.1000291525_1 which expires an 3/16/2008, and is not for resale.
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Construction Manager shall identify variances between actual and estimated-costs and report the variances to the
Owner and Architect at regular intervals.
§ 2.4 PROFESSIONAL SERVICES
Section 3.12. 10 of A201.rm -1997 shall apply to both the Preconstruction and Construction Phases.
§ 2.5 HAZARDOUS MATERIALS
Section 10.3 of A201TM -1997 shall apply to both the Preconstruction and Construction Phases.
ARTICLE 3 OW'ER'S RESPONSIBILITIES
§ 3.1 INFORMATION AND SERVICES
§ 3.1.1 The Owner shall provide fill[ information in a timely manner regarding the requirements of the Project,
including a program which sets forth the Owner's objectives, constraints and criteria, including space requirements
and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements.
§ 3.1.2 The Owner shall, at the written request of the Construction Manager prior to commencement of the
Construction Phase and thereafter, furnish to the Construction Manager reasonable evidence that financial
arrangements satisfactory to the Construction Manager have been made to fulfill the Owner's obligations under the
Contract. Furnishing of such evidence shall be a condition precedent to commencement or continuation of the Work.
After such evidence has been furnished, the Owner shall not materially vary such financial arrangements without
prior notice to the Construction Manager.
§ 3.1.3 The Owner shall establish and update an overall budget for the Project, based on consultation with the
Construction Manager and Architect, which shall include contingencies for changes in the Work and other costs
which are the responsibility of the Owner.
§ 3.1.4 STRUCTURAL AND ENVIRONMENTAL TESTS, SURVEYS AND REPORTS
In the Preconstruction Phase, the Owner shall furnish the following with reasonable promptness and at the Owner's
expense. Except to the extent that the Construction Manager knows of any inaccuracy, the Construction Manager
shall be entitled to rely upon the accuracy of any such information, reports, surveys, drawings and tests described in
Sections 3.1.4.1 through 3.1.4.4 but shall exercise customary precautions relating to the performance of the Work.
§ 3.1.4.1 Reports, surveys, drawings and tests concerning the conditions of the site which are required by law.
§ 3.1.4.2 Surveys describing physical characteristics, legal limitations and utility locations for the site of the Project,
and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and
lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way,
restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information
concerning available utility services and lines, both public and private, above and below grade, including inverts and
depths. All information on the survey shall be referenced to a project benchmark.
§ 3.1.4.3 The services of a geotechnical engineer when such services are requested by the Construction Manager.
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, including necessary
operations for anticipating subsoil conditions, with reports and appropriate professional recommendations.
§ 3.1.4.4 Structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other
laboratory and environmental tests, inspections and reports which are required by law.
§ 31.4.5 The services of other consultants when such services are reasonably required by the scope of the Project and
are requested by the Construction Manager.
§ 3.2 OW'ER'S DESIGNATED REPRESENTATIVE
The Owner shall designate in writing a representative who shall have express authority to hind the Owner with
respect to all matters requiring the Owner's approval or authorization. This representative shall have the authority to
make decisions on behalf of the Owner concerning estimates and schedules, construction budgets, and changes in
AIA Document A1211aCMe— 2003 and AGC Document 565. Copyright ® 1991 and 2003 by The American Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Treadles.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be
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the Work, and shall render such decisions promptly and furnish information expeditiously, so as to avoid
unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Suction
4.2.1 of A201 m -1997, the Architect does not have such authority.
§ 3.3 ARCHITECT
The Owner shall retain an Architect to provide services, including normal structural, mechanical and electrical
engineering services, other than cost estimating services, described in the edition of AIA® Document B 141 current
as of the date of this Agreement. The Owner shall authorize and cause the Architect to provide other services
requested by the Construction Manager which must necessarily be provided by the Architect for the Preconstruction
and Construction Phases of the Work. Such services shall be provided in accordance with time schedules agreed to
by the Owner, Architect and Construction Manager. Upon request of the Construction Manager, the Owner shall
furnish to the Construction Manager a copy of the Owner's Agreement with the Architect, from which compensation
provisions may be deleted.
§ 3.4 LEGAL REQUIREMENTS
The Owner shall determine and advise the Architect and Construction Manager of any special legal requirements
relating specifically to the Project which differ from those generally applicable to construction in the jurisdiction of
the Project. The Owner shall furnish such legal services as are necessary to provide the information and services
required under Section 3.1.
ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES
The Owner shall compensate and make payments to the Construction Manager for Preconstruction Phase services as
follows:
§4.1 COMPENSATION
§ 4.1.1 For the services described in Sections 2.1 , the Construction Manager's compensation shall be calculated as
follows:
Stipulated sum of $36,000 for preconstrnction phase services through programming and schematic design.
§ 4.1.2 Compensation for Preconstruction Phase Services shall be, equitably adjusted if such services extend beyond
November 6, 2007 or if the originally contemplated scope of services is significantly modified.
§ 4.2 PAYMENTS
§ 4.2.1 Payments shall be made monthly following presentation of the Construction Manager's invoice and, where
applicable, shall be in proportion to services performed.
§ 4.2.2 Payments are due and payable thirty ( 30 ) days from the dale the Construction Manager's invoice is
received by the Owner. Amounts unpaid after the date on which payment is due shall bear interest at the rate entered
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is
located.
(Insert rare of interest agreed upon.)
Two percent (2 %) over prime rate per annum.
U
ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES
The Owner shall compensate the Construction Manager for Construction Phase services as follows:
AIA Document A121TMCMc- 2003 and AGC Document 555. Copyright ® 1991 and 2003 by The American Institute of Architects and The Associated
General COAUs Gera of America. Ail rights reserved. WARNING: This document Is protected by U.S. Copyright law and International Tmaaes.
Unauthorized reproductIon or distribution of this document, W any portion of n, may resull In sovora civil and adminal pe sines, and will be
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J 5.1 COMPENSATION
§ 5.1.1 For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shall pay
the Construction Manager in current funds the Contract Sum consisting of the Cost of the Work as defined in Article
7 and the Construction Manager's Fee determined as follows:
Three percent (3 %) of the Guaranteed Maximum Price.
Construction Manager's Fee for changes in the Work will be five percent (5 %) of the change order amount.
(Paragraph deleted)
Five and two- thirds percent (5.66%) of the Guaranteed Maximum Price for general conditions costs consisting of
staff, reimbursables and a performance and payment bond.
§ 5.2 GUARANTEED MAXIMUM PRICE
§ 5.2.1 The sum of the Cost of the Work and the Construction Manager's Fee are guaranteed by the Construction
Manager not to exceed the amount provided in Amendment No. I, subject to additions and deductions by changes in
the Work as provided in the Contract Documents. Such maximum sum as adjusted by approved changes in the Work
is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the
Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by
the Owner.
F,
§ 53 CHANGES IN THE WORK
§ 5.3.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the
execution of Amendment No. I may be determined by any of the methods listed in Section 7.3.3 of A201 Tic' -1997.
§ 5.3.2 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis
of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of A201Tkl -1997 and the terms "costs' and
"a reasonable allowance for overhead and profit" as used in Section 7.3.6 of A201 TM -1997 shall have the meanings
assigned to them in that document and shall not be modified by this Article 5. Adjustments to subcontracts awarded
with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of
those subcontracts.
§ 5.3.3 In calculating adjustments to the Contract, the terms "cost" and "costs" as used in the above- referenced
provisions of A201Tkf -1997 shall mean the Cost of the Work as defined in Article 6 of this Agreement, and the term
"and a reasonable allowance for overhead and profit" shall mean the Construction Manager's Fee as defined in
Section 5. 1.1 of this Agreement
§ 5.3.4 If no .specific provision is made in Section 5.1.1 for adjustment of the Construction Manager's Fee in the case
of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment
provisions of Section 5. 1.1 will cause substantial inequity to the Owner or Construction Manager, the Construction
Manager's Fee shall be equitably adjusted on the basis of the Fee established for the original Work,
ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE
§ 6.1 COSTS TO BE REIMBURSED
§ 6.1.1 The term "Cost of the Work" shall mean costs incurred by the Construction Manager in the performance of
the Work and the Owner acknowledges that the Guaranteed Maximum Price includes a Construction Contingency
for the sole benefit of the Construction Manager and not for use by the Owner for issues such as scope increases or
Changes. Such costs shall be at rates not higher than those customarily paid at the place of the Project except with
prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 6.
AIA Document A121 -CMe —2003 and AGC Document 565. Copyright 0 1991 and 2003 by The American Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be
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§ 6.1.2 LABOR COSTS
.1 Wages of construction workers directly employed by the Construction Manager to perform the
construction of the Work at the site or, with the Owner's agreement, at off -site workshops.
.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when
stationed at the site with the Owner's agreement (covered in general conditions percentages).
(Paragraph deleted)
Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged,
at factories, workshops or on the road, in expediting the production or transportation of materials or
equipment required for the Work, but only for that portion of their time required for the Work
(covered in general conditions percentage).
Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments
and benefits required by law or collective bargaining agreements, and, for personnel not covered by
such agreements, customary benefits such as sick leave, medical and health benefits, holidays,
vacations and pensions, provided that such costs are based on wages and salaries included in the Cost
of the Work under Section 6.1.2.1.
§ 6.1.3 SUBCONTRACT COSTS
Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the
subcontracts.
§ 6.1.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION
.1 Costs, including transportation, of materials and equipment incorporated or to be incorporated in the
completed construction.
.2 Costs of materials described in the preceding Section 6.1.4.1 in excess of those actually installed but
required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any,
shall be handed over to the Owner at the completion of the Work or, at the Owner's option, shall be
sold by the Construction Manager; amounts realized, if any, from such sales shall be credited to the
Owner as a deduction from the Cost of the Work.
§ 6.1.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS
.1 Costs, including transportation, installation, maintenance, dismantling and removal of materials,
supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by the
construction workers, which are provided by the Construction Manager at the site and fully consumed
in the performance of the Work; and cost less salvage value on such items if not fully consumed,
whether sold to others or retained by the Construction Manager. Cost for items previously used by the
Construction Manager shall mean fair market value.
.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned
by the construction workers, which are provided by the Construction Manager at the site, whether
rented from the Construction Manager or others, and costs of transportation, installation, minor
repairs and replacements, dismantling and removal thereof. Rates and quantities of equipment rented
shall be subject to the Owner's prior approval.
.3 Costs of removal of debris from the site.
.4 Shop drawing reproduction costs, costs of telegrams, facsimile transmissions and long - distance
telephone calls, postage and express delivery charges, telephone at the site and reasonable petty cash
expenses of the site office (covered in general conditions percentage).
.5 That portion of the reasonable travel and subsistence expenses of the Construction Manager's
personnel incurred while traveling in discharge of duties connected with the Work (covered in
general conditions percentage),
AIA Document A121" Cflc -2003 and AGC Document 565. Copyright 01991 and M03 by The American Institute el Architects and The Associated
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§ 6.1.6 MISCELLANEOUS COSTS
.1 That portion directly attributable to this Contract of premiums for bonds on Construction Manager
(covered in general conditions percentage).
0
.2 Sales, use or similar taxes imposed by a governmental authority which are related to the Work and for
which the Construction Manager is liable.
.3 Pees and assessments for the building permit and for other permits, licenses and inspections for which
the Construction Manager is required by the Contract Documents to pay.
.4 Fees of testing laboratories for tests required by the Contract Documents, except those related to
nonconforming Work other than that for which payment is permitted by Section 6.1.8.2.
.5 Royalties and license fees paid for the use of a particular design, process or product required by the
Contract Documents; the cost of defending suits or claims for infringement of patent or other
intellectual property rights arising from such requirement by the Contract Documents; payments
made in accordance with legal judgments against the Construction Manager resulting from such suits
or claims and payments of settlements made with the Owner's consent; provided, however, that such
costs of legal defenses, judgment and settlements shall not be included in the calculation of the
Construction Manager's Fee or the Guaranteed Maximum Price and provided that such royalties, fees
and costs are not excluded by the last sentence of Section 3.17.1 of A2011x1 -1997 or other provisions
of the Contract Documents.
.6 Data processing costs related to the Work (covered in general conditions percentage).
.7 Deposits lost for causes other than the Construction Manager's gross negligence or willful failure to
fulfill a specific responsibility to the Owner set forth in this Agreement.
.8 Legal, mediation and arbitration costs, other than those arising from disputes between the Owner and
Construction Manager, reasonably incurred by the Construction Manager in the performance of the
Work and with the Owner's written permission, which permission shall not be unreasonably
withheld.
.9 Expenses incurred in accordance with Construction Manager's standard personnel policy for
relocation and temporary living allowances of personnel required for the Work, in case it is necessary
to relocate such personnel from distant locations (covered in general conditions percentage).
§ 6.1.7 OTHER COSTS
.1 Other costs incurred in the performance of the Work if and to the extent approved in advance in
writing by the Owner.
§ 6.1.8 EMERGENCIES AND REPAIRS TO DAMAGED OR NONCONFORMING WORK
The Cost of the Work shall also include costs described in Section 6.1.1 which are incurred by the Construction
Manager:
1 In taking action to prevent threatened damage, injury or loss in case of an emergency affecting the
safety of persons and property, as provided in Section 10.6 of A201 "l -1997.
.2 In repairing or correcting damaged or nonconforming Work executed by the Construction Manager or
the Construction Manager's Subcontractors or suppliers, provided that such damaged or
nonconforming Work was not caused by the gross negligence or willful failure to fulfill a specific
responsibility to the Owner set forth in this agreement of the Construction Manager or the
Construction Manager's foremen, engineers or superintendents, or other supervisory, administrative
or managerial personnel of the Construction Manager, or the failure of the Construction Manager's
personnel to supervise adequately the Work of the Subcontractors or suppliers, and only to the extent
that the cost of repair or correction is not recoverable by the Construction Manager from insurance,
Subcontractors or suppliers.
§ 6.1.9 Certain Insurance shall be reimbursed as Costs of the Work at the fixed rates set forthin the Guaranteed
Maximum Price, Qualifications and Assumptions.
§ 6.1.10 The costs described in Sections 6. 1.1 through 6.1.9 shall be included in the Cost of the Work
notwithstanding any provision of AIA A201TN -1997 or other Conditions of the Contract which may require the
Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.2.
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§ 6.2 COSTS NOT TO BE REIMBURSED
§ 6.2.1 The Cost of the Work shall not include:
.1 Salaries and other compensation of the Construction Manager's personnel stationed at the
Construction Manager's principal office or offices other than the site office, except as specifically
provided in Sections 6.1.2.2 and 6.1,2.3.
.2 Expenses of the Construction Manager's principal office and offices other than the site office, except
as specifically provided in Section 6.1.
.3 Overhead and general expenses, except as may be expressly included in Section 6.1.
.4 The Construction Manager's capital expenses, including interest on the Construction Manager's
capital employed for the Work.
.S Except as provided in Section 6.1.9.2, and except as provided with respect to the use of the
Construction Contingency, costs due to the gross negligence of the Construction Manager or to the
willful failure of die Construction Manger to fulfill a specific responsibility to the Owner set forth in
this Agreement.
Except as provided in Section 6.1.7.1, any cost not specifically and expressly described in Section
6.1.
Costs which would cause the Guaranteed Maximum Price to he exceeded.
§ 6.3 DISCOUNTS, REBATES AND REFUNDS
§ 6.3.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1)
before making the payment, the Construction Manager included them in an Application for Payment and received
payment therefor from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which
to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates,
refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the
Construction Manager shall make provisions so that they can be secured.
§ 6.3.2 Amounts which accrue to the Owner in accordance with the provisions of Section 6.3.1 shall be credited to
the Owner as a deduction from the Cost of the Work.
§ 6.4 ACCOUNTING RECORDS
§ 6.4.1 The Construction Manager shall keep full and detailed accounts and exercise such controls as may be
necessary for proper financial management under this Contract; the accounting and control systems shall be
satisfactory to the Owner. The Owner and the Owner's accountants shall be afforded access to the Construction
Manager's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers,
memoranda and other data relating to this Project, and the Construction Manager shall preserve these for a period of
three years after final payment, or for such longer period as may be required by law.
ARTICLE 7 CONSTRUCTION PHASE
§ 7.1 PROGRESS PAYMENTS
§ 71.1 Eased upon Applications for Payment submitted to the Architect by the Construction Manager and
Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the
Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents.
§ 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of
the month.
§ 7.1.3 Provided an Application for Payment is received by the Architect not later than the 20th day of a month,
the Owner shall make payment to the Construction Manager not later than the 20th day of the following month. If
an Application for Payment is received by the Architect after the application date fixed above, payment shall be
made by the Owner not later than thirty ( 30 ) days after the Architect receives the Application for Payment.
§ 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts,
receipted invoices or invoices with check vouchers attached and any other evidence required by the Owner or
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Unauthorized reproduction w distribution of this document, or any portion of It, may resub In severe civil and criminal penalties, and will be
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q5 14
Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost
of the Work equal or exceed (1) progress payments already received by the Construction Manager; less (2) that
portion of those payments attributable to the Construction Manager's Fee; plus (3) payrolls for the period covered by
the present Application for Payment.
§ 7.1.5 Each Application for Payment shall be based upon the most recent schedule of values submitted by the
Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire
Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager's Fee
shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by
such data to substantiate its accuracy as the Architect may require, This schedule, unless objected to by the
Architect, shall be used as a basis for reviewing the Construction Manager's Applications for Payment.
§ 7.1.6 Applications for Payment shall show the percentage completion of each portion of the Work as of the end of
the period covered by the Application for Payment. The percentage completion shall be the lesser of (l) the
percentage of that portion of the Work which has actually been completed or (2) the percentage obtained by dividing
(a) the expense which has actually been incurred by the Construction Manager on account of that portion of the
Work for which the Construction Manager has made or intends to make actual payment prior to the next Application
for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of die Work in the schedule
of values.
§ 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be
computed as follows:
.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as
determined by multiplying the percentage completion of each portion of the Work by the share of the
Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending
final determination of cost to the Owner of changes in the Work, the actual cost of the changed Work
may be included as provided in Sections 7.3.7 and 7.3.8 of A2011`t -1997, even though the
Guaranteed Maximum Price has not yet been adjusted by Change Order.
.2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in die Work or, if approved in
advance by the Owner, suitably stored off the site at a location agreed upon in writing.
.3 Add the Construction Manager's Fee, less retainage of zero percent ( 0% ). The Construction
Manager's Fee shall be computed upon the Cost of the Work described in the two preceding Sections
at the rate stated in Section 5.1 .1 or, if the Construction Manager's Fee is staled as a fixed sum in that
Section, shall be an amount which hears the same ratio to that fixed -sum Fee as the Cost of the Work
in the two preceding Sections bears to a reasonable estimate of the probable Cost of the Work upon
its completion.
.4 Subtract the aggregate of previous payments made by the Owner.
.5 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by
Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently
discovered by the Owner's accountants in such documentation.
.6 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment
as provided in Section 9.5 of A201T "4-1997
§ 7.1.8 Except with the Owner's prior approval, payments to Subcontractors shall be subject to retention of not less
than ten percent ( 10% ). The Owner and the Construction Manager shall agree upon a mutually acceptable
procedure for review and approval of payments and retention for subcontracts.
§ 7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments to
suppliers for materials or equipment which have not been delivered and stored at the site.
§ 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to
rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not he
deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the
documentation submitted in accordance with Section 7.1.4 or other supporting data, that the Architect has made
exhaustive or continuous on -site inspections or that the Architect has made examinations to ascertain how or for
what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such
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vl-t q t 167
examinations, audits and verifications, if required by the Owner, will be performed by the Owner's accountants
acting in the sole interest of the Owner.
§ 7.2 FINAL PAYMENT
§ 7.2.1 Final payment shall be made by the Owner to the Construction Manager when (1) the Contract has been fully
performed by the Construction Manager except for the Construction Manager's responsibility to correct
nonconforming Work, as provided in Section 12.2.2.1 of A201TM -1997, and m satisfy other requirements, if any,
which necessarily survive final payment; (2) a final Application for Payment and a final accounting for the Cos[ of
the Work have been submitted by the Construction Manager and reviewed by the Owner's accountants; and (3) a
final Certificate for Payment has then been issued by the Architect; such final payment shall be made by the Owner
not more than 30 days after the issuance of the Architect's final Certificate for Payment.
§ 7.2.2 The amount of the final payment shall be calculated as follows:
.1 Take the sum of the Cost of the Work substantiated by the Construction Manager's final accounting
and the Construction Manager's Fee, but not more than the Guaranteed Maximum Price.
.2 Subtract amounts, if any, for which the Architect withholds, in whole or in part, a final Certificate for
Payment as provided in Section 9.5.1 of A2017m -1997 or other provisions or the Contract
Documents.
.3 Subtract the aggregate of previous payments made by the Owner.
If the aggregate of previous payments made by the Owner exceeds the amount due the Construction Manager, the
Construction Manager shall reimburse the difference to the Owner.
§ 7.2.3 The Owner's accountants will review and report in writing on the Construction Manager's final accounting
within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such
Cost of the Work as the Owner's accountants report to be substantiated by the Construction Manager's final
accounting, and provided the other conditions of Section 72.1 have been met, the Architect will, within seven days
after receipt of the written report of the Owner's accountants, either issue to the Owner a final Certificate for
Payment with a copy to the Construction Manager or notify the Construction Manager and Owner in writing of the
Architect's reasons for withholding a certificate as provided in Section 9.5.1 of A201TM -1997 . The time periods
stated in this Section 7.2 supersede those staled in Section 9.4.1 of A201TM -1997.
§ 7.2.41f the Owner's accountants report the Cost of the Work as substantiated by the Construction Manager's final
accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to
proceed in accordance with Article 9 without a further decision of the Architect. Unless agreed to otherwise, a
demand for mediation or arbitration of the disputed amount shall be made by the Construction Manager within 60
days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to
make such demand within this 60 -day period shall result in the substantiated amount reported by the Owner's
accountants becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the
Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment.
§ 7.2.5 If, subsequent to final payment and al the Owner's request, the Construction Manager incurs costs described
in Section 6.1 and not excluded by Section 6.2 (1) [o correct nonconforming Work or (2) arising from the resolution
of disputes, the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee, it
any, related thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of
the Guaranteed Maximum Price. If the Construction Manager has participated in savings, the amount of such
savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by
the Owner to the Construction Manager.
ARTICLE 8 INSURANCE AND BONDS
§ 8.1 INSURANCE REQUIRED OF THE CONSTRUCTION MANAGER
During both phases of the Project, the Construction Manager shall purchase and maintain insurance as set forth in
Section 11.1 of A201 TM -1997. Such insurance shall be written for not less than the following limits, or greater if
required by law:
AIA Document A121 -CMc— 2003 and AGC Document 565. Copyright D 1991 and 2003 by The American Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document Is protected by U.S. Copyright Law and International Trealles. 14
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§ 8.1.1 Workers' Compensation and Employers' Liability meeting statutory limits mandated by state and federal
laws.
§ 8.1.2 Commercial General Liability including coverage for Premises - Operations, Independent Contractors'
Protective, Products - Completed Operations, Contractual Liability, Personal Injury and Broad Form Property
Damage (including coverage for Explosion, Collapse and Underground hazards):
$2,000,000 Each Occurrence
$5,000,000 General Aggregate
$2,000,000 Personal and Advertising Injury
$5,000,000 Products - Completed Operations Aggregate
.1 The policy shall be endorsed to have the General Aggregate apply to this Project only.
.2 Products and Completed Operations insurance shall be maintained for a minimum period of at (cast
( three ) year(s) after either 90 days following Substantial Completion or final payment, whichever
is earlier.
.3 The Contractual Liability insurance shall include coverage sufficient to meet the obligations in
Section 3.18 of A20lTM -1997.
§ 8.1.3 Automobile Liability (owned, non -owned and hired vehicles) for bodily injury and property damage:
$2,000,000 Each Accident
§ 8.2 INSURANCE REQUIRED OF THE OWNER
During both phases of the Project, the Owner shall purchase and maintain liability and property insurance, including
waivers of subrogation, as set forth in Sections 11.2 and 11.4 of A20trm -1997. Such insurance shall be written for
not less than the following limits, or greater if required by law:
§ 8.2.1 Property Insurance:
$10,000 Deductible Per Occurrence
§ 8.2.2 Boiler and Machinery insurance with a limit of: the cost of the Work .
§ 8.3 PERFORMANCE BOND AND PAYMENT BOND
§ 8.3.1 The Construction Manager shall Q furnish bonds covering faithful performance of the Contract and payment
of obligations arising thereunder. Bonds may he obtained through the Construction Manager's usual source, and the
cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to one hundred
percent ( 100% ) of the Contract Sum.
§ 8.3.2 The Construction Manager shall deliver the required bonds to the Owner at least three days before the
commencement of any Work at the Project site.
ARTICLE 9 MISCELLANEOUS PROVISIONS
§ 9.1 DISPUTE RESOLUTION
§ 9.1.1 During both the Preconstruction and Construction Phases, Claims, disputes or other matters in question
between the parties to this Agreement shall be resolved as provided in Sections 43 through 4.6 of A201TIu -1997
AIA Document A121*rCMe - 2003 and AGC Document 565. Copyright ® 1991 and 2003 by The American Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This documam Is protected by U.S. Copyright Low and International Trestles. 15
Unauthorized reproduction or distribution of this document. or any portion of n, may result In assets civil and criminal penalties. and will be
prosecuted to the maximum extend possible under the law. This document was produced by AIA software at 08:28:30 on 06/26/2007 under Order
No. 1000291525_1 which expires an 3/1612008, and is not for resale.
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except that, during the Preconstruclion Phase, no decision by the Architect shall be a condition precedent to
mediation or arbitration.
§ 9.2 OTHER PROVISIONS
§ 9.2.1 Unless otherwise noted, the terms used in this Agreement shall have the same meaning as those in A201 ( "-
1997, General Conditions of the Contract for Construction.
§ 912 EXTENT OF CONTRACT
This Contract, which includes this Agreement and the other documents incorporated herein by reference, represents
the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior
negotiations, representations or agreements, either written or oral. The qualifications and assumptions on which the
GMP is based shall be included as part of the Contract Documents and shall govern over any inconsistent term. This
Agreement may be amended only by written instrument signed by both the Owner and Construction Manager. If
anything in any document incorporated into this Agreement is inconsistent with this Agreement, this Agreement
shall govern.
§ 9.2.3 OWNERSHIP AND USE OF DOCUMENTS
Article 1.6 of A2017m -1997 shall apply to both the Preconstruclion and Construction Phases.
§ 9.2.4 GOVERNING LAW
The Contract shall be governed by the law of the place where the Project is located.
§ 9.2.5 ASSIGNMENT
The Owner and Construction Manager respectively bind themselves, their partners, successors, assigns and legal
representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other
party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided
in Section 13.2.2 of A201 rm -1997, neither party to the Contract shall assign the Contract as a whole without written
consent of the other. If either party attempts to make such an assignment without such consent, that party shall
nevertheless remain legally responsible for all obligations under the Contract.
ARTICLE 10 TERMINATION OR SUSPENSION
§ 101 TERMINATION PRIOR TO ESTABLISHING GUARANTEED MAXIMUM PRICE
§ 10.1.1 Prior to execution by both parties of Amendment No. I establishing the Guaranteed Maximum Price, the
Owner may terminate this Contract at any time without cause, and the Construction Manager may terminate this
Contract for any of the reasons described in Sections 14.1.1, 14.1.2 and 14.1.4 of A201TM -1997.
§ 10.1.2 If the Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 prior to
commencement of the Construction Phase, the Construction Manager shall be equitably compensated for
Preconstruclion Phase Services performed prior to receipt of notice of termination; provided, however, that the
compensation for such services shall not exceed the compensation set forth in Section 4.1.1.
§ 10.1.3 tribe Owner or Construction Manager terminates this Contract pursuant to this Section 10.1 after
commencement of the Construction Phase, the Construction Manager shall, in addition to the compensation
provided in Section 10.1.2, be paid an amount calculated as follows:
.1 Take the Cost of the Work incurred by the Construction Manager.
.2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination
at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that
Section, an amount which bears the same ratio to that fixed -sum Fee as the Cost of the Work at the
time of termination bears to a reasonable estimate of the probable Cost of the Work upon its
completion.
.3 Subtract the aggregate of previous payments made by the Owner on account of the Construction
Phase,
The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of
the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is
not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take
legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall,
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General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. 16
Unauthorized reproduction or distribution of this document, or any portion of it, may result In severe civil and criminal penalties, and will be
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i� l/ V
as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take
all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction
Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the
Construction Manager under such subcontracts or purchase orders.
Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner's
written approval prior to the execution of Amendment No. I shall contain provisions permitting assignment to the
Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the
Construction Manager with respect to all costs arising under life subcontract, purchase order or rental agreement
except those which would not have been reimbursable as Cost of the Work if the contract had not been terminated. If
the Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would
have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager shall
terminate such subcontract, purchase order or rental agreement and the Owner shall pay the Construction Manager
the costs necessarily incurred by the Construction Manager by reason of such termination.
§ 10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE
Subsequent to execution by both parties of Amendment No. I, the Contract may be terminated as provided in Article
14 of A20 F114 -1997.
§ 10.2.1 In the event of such termination by the Owner, the amount payable to the Construction Manager pursuant to
Section 14.1.3 of A201171I -1997 shall not exceed the amount the Construction Manager would have been entitled to
receive pursuant to Sections 10. 1.2 and 10. 1.3 of this Agreement.
§ 10.2.2 In the event of such termination by the Construction Manager, the amount to be paid to the Construction
Manager under Section 14.1.3 of A20 1T" -1997 shall not exceed the amount the Construction Manager would have
been entitled to receive under Sections 10. 1.2 and 10. 1.3 above, except that the Construction Manager's Fee shall be
calculated as if the Work had been fully completed by the Construction Manager, including a reasonable estimate of
the Cost of the Work for Work not actually completed.
§ 10.3 SUSPENSION
The Work may be suspended by the Owner as provided in Article 14 of A201 TM -1997; in such case, the Guaranteed
Maximum Price, if established, shall be increased as provided in Section 14.3.2 of A2011'"-1997 except that the
term "cost of performance of the Contract" in [hat Section shall be understood to mean the Cost of the Work and the
term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 5. 1.1 and 5.3.4
of this Agreement.
ARTICLE 11 OTHER CONDITIONS AND SERVICES
Amendment No.I Guaranteed Maximum Price with associated qualifications and assumptions once established.
d year first written above.
CONSTRUCTION MANAGER
::Matt�j.w R. t� qua
(Slgnatqre) 1
Ma#�haw A , I�u ne VPE 6M
(Printed name and title)
p
Date
�-7(0 -oil
A7 ST
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/ 111
as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take
all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction
Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the
Construction Manager under such subcontracts or purchase orders.
Subcontracts, purchase orders and rental agreements entered into by the Construction Manager with the Owner's
written approval prior to the execution of Amendment No. I shall contain provisions permitting assignment to the
Owner as described above. If the Owner accepts such assignment, the Owner shall reimburse or indemnify the
Construction Manager with respect to all costs arising under the subcontract, purchase order or rental agreement
except those which would not have been reimbursable as Cost of the Work if the contract had not been terminated. If
the Owner elects not to accept the assignment of any subcontract, purchase order or rental agreement which would
have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager shall
terminate such subcontract, purchase order or rental agreement and the Owner shall pay the Construction Manager
the costs necessarily incurred by the Construction Manager by reason of such termination.
§ 10.2 TERMINATION SUBSEQUENT TO ESTABLISHING GUARANTEED MAXIMUM PRICE
Subsequent to execution by both parties of Amendment Nn. I, [tie Contract may he terminated as provided in Article
14 of A201'IsI -1997.
§ 10.2.1 In the event of such termination by the Owner, the amount payable to the Construction Manager pursuant to
Section 14.1.3 of A201TM11 -1997 shall not exceed the amount the Construction Manager would have been entitled to
receive pursuant to Sections 10.1.2 and IQ 1.3 of this Agreement.
§ 10.2.2 In the event of such termination by the Construction Manager, the amount to be paid to the Construction
Manager under Section 14.1.3 of A201 rM -1997 shall not exceed the amount the Construction Manager would have
been entitled to receive under Sections 10, 1.2 and 10.13 above, except that the Construction Manager's Fee shall be
calculated as if the Work had been fully completed by the Construction Manager, including a reasonable estimate of
the Cost of the Work for Work not actually completed.
§ 10.3 SUSPENSION
The Work may be suspended by the Owner as provided in Article 14 of A201 ou -1997; in such case, the Guaranteed
Maximum Price, if established, shall be increased as provided in Section 14.3.2 of A2011st-1997 except that the
term "cost of performance of the Contract" in that Section shall be understood to mean the Cost of the Work and the
term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 5. 1.1 and 5.3.4
of this Agreement.
ARTICLE it OTHER CONDITIONS AND SERVICES
Amendment No.I Guaranteed Maximum Price with associated qualifications and assumptions once established.
d year first written above.
CONSTRUCTION MANAGER
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AIA Document A121'sCMc— 2003 and AGC Document 565. Copyright* 1991 am 2003 by The Amenca0 Institute of Architects and The Associated
General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. 17
Unauthorised reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This Document was produced by AIA software at 08:28:30 on 06/26/Z007 under Order
No.1000291525_I which expires on 3/16/2008, and is not for insole.
User Notes: (404800385)
95 1 70�,