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Stephen F. Austin State University Minutes of the Board of Regents Nacogdoches, Texas January 31,1984 Volume 66 INDEX Minutes of the Meeting Stephen F. Austin State University Board of Regents Held in Nacogdoches, Texas January 31, 1984 84-29 Approval of Minutes of November 1, 1983 . 2 84-30 Election of President 2 84-31 Faculty and Staff Appointments 2 84-32 Changes in Status 4 84-33 Resignations 6 84-34 Terminations 7 84-35 Requests for Leave 7 84-36 Change in Holiday Schedule 7 84-37 Deletion of Master of Arts Degree 7 84-38 Approval of Master of Music Degree 7 84-39 Approval of Master of Nursing Degree 8 84-40 Approval of Underenrolled Class Report for Spring Semester, 1984 8 84-41 Approval of Faculty Workload Reports for Spring Semester, 1984 8 84-42 Approval of Twelfth Class Day Enrollment Report for Spring Semester, 1984 8 84-43 Approval of Last Class Day Enrollment Report for Fall Semester, 1983 8 84-44 Approval of Transfer of Department of Communication to School of Applied Arts and Sciences 8 84-45 Approval of FY84 Budget Adjustments 9 84-46 Approval of FY85 Room and Board Rates r iq 84-47 Approval of 1983 Budget Transfers . n 84-48 Approval of Rotan-Mosle Contract n 84-49 Approval of Non-Academic Employee Handbook . . n 84-50 Resolution Authorizing Abandonment of East College Apartments . n 84-51 Approval of Increase in Stipends for Off- Campus Courses n 84-52 Approval of Increase in Fees for Soil Testing 12 84-53 Approval of Increase in Fees for Forage Testing 12 84-54 Approval of Transfer of Forfeited Student Property Deposits 12 84-55 Approval of Private Support Organizations Policy 12 84-56 Approval of Intramural Field Lighting Project Bid 16 84-57 Approval of Intramural Field Lighting Project Budget 16 84-58 Approval of Bid on Intramural Field Site Preparation Project 16 84-59 Approval of Intramural Field Site Preparation Project Budget 16 84-60 Acceptance of Report on Purchase of Bricks for Early Childhood Ranovation Project and Liberal Arts Addition/Renovation Project 17 84-61 Authorization to Purchase Hardware and Air Conditioners for Units If II, and III 17 84-62 Authorization to Seek Bids for Summer Projects 17 84-63 Approval of Contract with Marsellos-Scott (Miscellaneous Summer Projects) 18 84-64 Approval of Contract with Marsellos-Scott (Construction of a Dairy Facility) 18 84-65 Approval to Engage Services of Consultant on Sale of Dairy Farm 18 84-66 Approval of Contract with Marsellos-Scott (Construction of a New Forestry Field Station) 18 Contract - Rotan-Mosle Securities, Corp. 19 Resolution 23 Contract - Marsellos-Scott - Miscellaneous 28 Summer Projects Contract - Marsellos-Scott - Construction 57 of a Dairy Facility Contract - Marsellos-Scott - Construction 86 of a New Forestry Field Station MINUTES OF THE MEETING BOARD OF REGENTS STEPHEN F. AUSTIN STATE UNIVERSITY HELD IN NACOGDOCHES, TEXAS January 31, 1984 The meeting was called to order by Mr. Ted Bowen, Chairman of the Board of Regents, at 9:00 a.m. January 31, 1984. REGENTS - PRESENT.* Mr. Ted Bowen of Houston Mr. Homer Bryce of Henderson Mrs. George Cullum, Jr. of Dallas Mr. Fletcher Garner of Bridge City Mr. Luke Honea of Wildwood Mr. Larry Jackson of Piano Mr. Glenn Justice of Dallas Ms. Willia B. Murphy of Crockett Mr. Phil Simpson of Dallas STAFF - PRESENT: Dr. William R. Johnson, President of the University Dr. Edwin Gaston, Vice President for Aca demic Affairs Dr. Baker Pattillo, Vice President for University Affairs Mr. Don L. Henry, Vice President for Ad ministrative and Fiscal Affairs Dr. Nancy Speck, Interim Director of De velopment Mr. Robert Provan, Legal Counsel VISITORS: Mr. Craig Elliott, Student (Pine Log Reporter) 84-29 Upon motion of Regent Jackson, seconded by Regent Justice, with all members voting aye, it was ordered that the minutes of the meeting of November 1, 1983, be approved. 84-30 Upon motion of Regent Bryce, seconded by Regent Murphy, with all members voting aye, it was ordered that Dr. William R. Johnson be elected President of the University for the period September 1, 1984 to August 31, 1985. The Board of Regents unanimously resolved to acknowledge President William R. Johnson for his outstanding past service to the University and they further support his presidency for the coming year. 84-31 Upon motion of Regent Justice, seconded by Regent Murphy, with all members voting aye, it was ordered that the following individuals be employed for the positions, dates, and salaries indicated: 1. Department of Accounting Dr. James R. Hemingway, 58, Ph.D. (North Texas State University), Associate Professor of Accounting, at a salary rate of $34,500 for 100% time for nine months, effective September 1, 1984. 2. Department of Art Mr. Peter A. Lisieski, 27, M.F.A., (University of Massachusetts), Assistant Professor of Art, at a salary rate of $9,450 for 100% time for the spring semester, 1984 only. 3. Department of Geology Mr. Joseph R. Pate, Instructor of Geology, at a salary rate of $7,500 for 100% time for the spring semester, 1984 only. 4 . Department of Management/Marketing Mr. Robert S. Anderson, Lecturer in Management/Marketing, at a salary rate of $3,151 for 50% time for the spring semester, 1984 only. Ms. Kelley Ann Morrison, 23, M.B.A., (Stephen F. Austin State University), Lecturer in Management/Marketing, at a salary rate of $4,500 for 75% time for the spring semester, 1984 only. Ms. Linda Whiting, Lecturer in Management/Marketing, at a salary rate of $6,000 for 100% time for the spring semester, 1984 only. Ms. Whiting will be employed jointly by the Departments of Management/Marketing and Economics/Finance for the spring semester, 1984. 5. Department of Modern Languages Dr. Pedro M. Escamille, 39, Ph.D., (University of Texas-Austin), Assistant Professor of Modern Languages, at a salary rate of $11,500 for 100% time for the spring semester, 1984 only. 6. Division of Nursing Ms. Jamie Lee Harwood, 38, M.S.N., (Texas Woman's University), Instructor in Nursing, at a salary rate of $19,300 for 100% time for nine months, effective October 18, 1983. 7. Social Work Program Ms. Kathleen Sonja Brantley, 35, M.S.W., (Wayne State University), Assistant Professor of Social Work, at a salary rate of $8,775 for 100% time for the spring semester, 1984 only. Ms. Brantley will also serve as Interim Director for In-Home Educational Services. 8. Department of Sociology Mr. Patrick A. Mueller, Lecturer in Sociology, at a salary rate of $4,500 for 75% time, for the spring semester, 1984 only. Mr. Mueller will be employed jointly by the Department of Sociology and the Criminal Justice Program. 9. Applied Arts and Sciences The following individuals are employed to teach off-campus at the time, location, and for the salary indicated below: 10. University Library Ms. Nancy L. Shaffer, Assistant Reference Librarian, at a salary rate of $4,170 for 50% time for the spring semester, 1984 only. 11. University Affairs Mr. Travis C. Beardon, Assistant Manager of the Bookstore, at a salary rate of $20,000 for twelve months, effective January lf 1984. Mr. James Hess, Athletic Director and Head Football Coach, at a salary rate of $54,600 for twelve months, effective January 1, 1984. Mr. Francis Leonard Hill, Assistant Football Coach and Instructor of Physical Education, at a salary level of $31,763 for ten and one-half months, effective January 1, 1984. Mr. Lynn F. Graves, Assistant Football Coach and Instructor of Physical Education at a salary level of $31,763 for ten and one-half months, effective January 1, 1984. Mr. Paul Howard Wells, Jr., Assistant Football Coach and Instructor of Physical Education at a salary level of $30,030 for ten and one-half months, effective January 1, 1984.. Mr. Clyde Alexander, Assistant Football Coach and Instructor of Physical Education at a salary level of $30,030 for ten and one-half months, effective January 1, 1984. Mr. Gary DeLoach, Assistant Football Coach and Instructor of Physical Education at a salary level of $26,250 for ten and one-half months, effective January 1, 1984. 12. Fiscal Affairs Ms. Debrah G. Sykes, Payroll Assistant, at a salary rate of $10,400 for twelve months, effective November 15, 1983. 84-32 Upon motion of Regent Bryce, seconded by Regent Cullum, with all members voting aye, it was ordered that the following changes in status be approved: 1. Office of the Vice President for Academic Affairs Dr. Nancy C. Speck, from Associate Professor of Management/Marketing and Assistant Vice President for Academic Affairs, at a salary rate of $36,600 for 100% time for twelve months, to Associate Professor of Management/Marketing and Interiir Director of Development at a salary rate of $40,000 for 100% time for twelve mos.effective January 1, 1984 through August 31, 1984. Dr. William J. Brophy, from Professor of History and Department Chairman, at a salary rate of $40,260 for 100% time for eleven months, to Interim Assistant Vice President for Academic Affairs and Professor of History at a salary rate of $45,600 for 100% timef effective January 15, 1984. 2. Department of English Dr. Diane H. Corbin, from Lecturer of English, at a salary rate of $5,208 for 75% time to a salary rate of $6,076 for 100% time, effective October 25, 1983 through December 16, 1983. The additional time was needed to cover classes taught by Dr. Leonard Cheever, who is on medical leave. Mr. William David Whitescarver, from a salary rate of $22,565 for 100% time to a salary rate of $23,975 for 125% time, effective October 25, 1983 through December 16, 1983. The overload assignment was necessary to cover classes taught by Dr. Leonard Cheever, who is on medical leave. Ms. Deborah T. Yarrow, from a salary rate of $4,875 for 75% time to a salary rate of $5,688 for 100% time, effective October 25, 1983 through December 16, 1983. The additional time was needed to cover classes taught by Dr. Leonard Cheever, who is on medical leave. 3. Department of History Dr. Thomas Nail, from Associate Professor of History, at a salary rate of $29,843 to Associate Professor of History and Interim Department Chairman, at a salary rate of $37,552 for 100% time for twelve months, effective January 15, 1984 through July 31, 1984. 4. University Affairs Ms. Sharron Dianne Warren, from Secretary I in Student Publications at a salary rate of $8,847 to Office Manager at a salary rate of $10,067 effective November 1, 1983. Ms. Cristal Shaw, from Secretary II in Health and Physical Education to Secretary II in Women's Intercollegiate Athletics, effective October 10, 1983. Ms. Mary Ann Otwell, from Ladyjack Head Coach at a salary rate of $30,833 to other duties at a salary rate of $30,833. Mr. Don Wilhelm, from Instructor and Assistant Ladyjack Basketball Coach at a salary rate of $23,333 for ten and one-half months to Ladyjack Interim Head Basketball Coach at a salary rate of $27,500 for ten and one-half months, effective December 6, 1983. Mr. Wilhelm will have no teaching responsibilities while serving as Ladyjack Interim Head Basketball Coach. 5. Fiscal Affairs Ms, Diana Stephenson, Assistant Buyer, at a salary rate of $10,635 to Buyer at a salary rate of $13,146 for twelve months. Ms. Alicia Wolf, Buyer, at a salary rate of $14,327 to Assistant Director of Purchasing at a salary rate of $18,500 for twelve months. Mr. Gus Triana, Carpentry Foreman, at a salary rate of $23,308 to Building Trades Supervisor at a salary rate of $25,500 effective January 1, 1984. 84-33 Upon motion of Regent Honea, seconded by Regent Justice, with all members voting aye, it was ordered that the following resignations be accepted: 1. Department of Mathematics/Statistics Mr. Donald Robert Roose, Lecturer in Mathematics, effective December 17, 1983. 2. Social Work Program Ms. Carolyn S. Smith, Assistant Professor of Social Work, effective December 31, 1983. 3. University Affairs Alejandro Zambra, M.D., University Physician, effective December 2, 1983. Mary Gray, M.D., University Physician, effective December 31, 1983. 4. Fiscal Affairs Ms. Gloria Jean Royal, Payroll Assistant, effective October 31, 1983. 84-34 Upon motion of Regent Garner, seconded by Regent Murphy, with all members voting aye, it was ordered that the following termination be approved: 1. University Affairs Ms. Sylvia Howard, Accounting Clerk II, University Center, effective November 1, 1983. 84-35 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the following requests for leave of absence be honored: 1. Department of English Dr. Leonard A. Cheever, Professor of English, effective October 26, 1983 through December 17, 1983. Dr. Cheever will be on medical leave. 2. Department of Home Economics Ms. Linda K. Freiman, Instructor of Home Economics, effective November 11, 1983 through December 2, 1983. Ms. Freiman has requested maternity leave. 84-36 Upon motion of Regent Bryce, seconded by Regent Garner, with all members voting aye, it was ordered that the change in the holiday schedule, including January 2, 1984, as a holiday and deleting March 14, 1984, as a holiday, be ratified. 84-37 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Master of Arts degree with a Major in Music be deleted. 84-38 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Master of Music degree be approved as submitted in Appendix No. 1. 84-39 Upon motion of Regent Justice, seconded by Regent Honeaf with all members voting aye, it was ordered that the Master of Nursing degree be approved as submitted in Appendix No. 2. 84-40 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Chairman of the Board be authorized to approve the underenrolled class report for the spring semester, 1984. 84-41 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Chairman of the Board be authorized to approve the faculty workload reports for the spring semester, 1984. 84-42 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Chairman of the Board be authorized to approve the twelfth class day enrollment report for the spring semester, 1984. 84-43 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the last class day enrollment report for the fall semester, 1983 be approved as submitted at the meeting. 84-44 Upon motion of Regent Bryce, seconded by Regent Cullum, with all members voting aye, it was ordered that the transfer of the Department of Communication from the School of Fine Arts to the School of Applied Arts and Sciences be approved. 84-45 Upon motion of Regent Justice, seconded by Regent Garner, with all members voting aye, it was ordered that the following budget adjustments for FY84 be approved: Account No. Account Name Purpose Amount 1. 1302 7. 8. 9. 10. VP for Academic Additional salary for Affairs Dr. Brophy, Interim Asst. VP Academic Affairs 2. 1401 3. 1401 4. 1900 5. 1052 6. Computer Center Computer Center Stone Fort Museum Geology Purchase of disk drive for Honeywell CP-6 System Salary for added position (Programmer Analyst II) effec tive Feb. 1, 1984 Purchase of security system Additional cost of carryall vehicle for field camp Student Assistants - Carpenter Case Education and General Salary for part-time bookkeeper in Alumni Office Temporary student housing Spring Arts Festival Purchase of 61 Texas Instruments microcom puters through a special grant-purchase program Auxiliary Enterprise Surplus $ 3,364 60,000 11,000 2,814 3,104 8,368 4,500 50,000 10,000 125,000 84-46 Upon motion of Regent Honea, seconded by Reqent Murphy, with all members voting aye, it was ordered that room and board rates for FY85 be approved as follows: APARTMENTS (WITHOUT MEALS) RENT FOR MONTH UNIVERSITY WOODS 400 - 432 1 BEDROOM 2 BEDROOMS FOR ACCOUNTING PURPOSES ONLY: $ 207.00* 207.00* $ 234.00* 290.00** 432.00* 323.00*** 448.00*** * INCLUDES UTILITIES AND TELEVISION CABLE ** INCLUDES UTILITIES, TELEVISION CABLE, TELEPHONE SERVICE, AND LAUNDRY FACILITIES *** TELEVISION CABLE ONLY ROOMS CLASSIFICATION I HALLS 9, 12, 17 CLASSIFICATION II HALLS 7, 10, 13, 14 15, 16, 18 CLASSIFICATION III HALLS 1, 2, 3, 5 8, 11 FALL OR SPRING $ 541.00 518.00 400.00 MEALS 5-5 $ 287.00 5 -15 7-13 $ 700.00 $718.00 7-20 $ 741.00 SUMMER I OR II $ 204.00 195.00 167.00 5-15 $ 268.00 11 84-47 Upon motion of Regent Justice, seconded by Regent Cullum, with all members voting aye, it was ordered that the 1983 final fiscal year transfers between appropriated Elements of Cost be approved, as shown in Schedule G-l of the annual Financial Report for FY83. 84-48 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the contract with Rotan-Mosle Securities Corporation, to serve as the University's financial advisor in designing and selling a bond issue to finance student housing, be approved and the Chairman of the Board be authorized to sign the contract. (See page 19 for contract.) 84-49 Upon motion of Regent Bryce, seconded by Regent Jackson, with all members voting aye, it was ordered that the non-academic employee handbook, submitted under separate cover, be approved. 84-50 Upon motion of Regent Justice, seconded by Regent Garner, with all members voting aye, it was ordered that the resolution authorizing the abandonment of East College Apartments (Nos. 73 to 96) and the dismantling thereof in accordance with the provisions of existing bond resolutions be approved. (See page 23 for resolution.) 84-51 Upon motion of Regent Justice, seconded by Regent Garner, with all members voting aye, it was ordered that stipends paid to faculty members for teaching at the Coffield Center and the off-campus bases be increased as follows, effective September 1, 1984: One course in-load - - - - $550 plus $1.00 per mile round trip one time Two courses in-load- - - - $800 plus $1.00 per mile round trip one time One course overload- - - - $800 plus $1.00 per mile round trip one time One course in-load and - - $1,300 plus $1,00 per mile one course overload round trip one time One course taught at - - - $125 added to whichever of Coffield above amounts is appropri ate plus $1.00 per mile round trip one time 12 84-52 Upon motion of Regent Jackson, seconded by Regent Honea, with all members voting aye, it was ordered that the following changes in fees for soil testing services be approved: Test Current Fee Recommended Fee Regular Soil Test $ 4.00 $ 6.00 Regular plus Micronutrients 7.00 10.00 84-53 Upon motion of Regent Jackson, seconded by Regent Honea, with all members voting aye, it was ordered that the following changes in fees for forage testing be approved: Test Current Fee Recommended Fee Regular (protein and fiber) $ 6.00 $ 8.00 5.00* 6.00* Regular plus P,K,Ca,Mg** 8.00 14.00 7.00* 12.00* Nitrates as an add-on to the above N/A 3.0 0 *Reduced fees for hay shows and for farmers with 10 or more samples **When the ICP comes on line Fe, Mn,Zn, Cu, B, and Mo would be added to this list at no charge. 84-54 Upon motion of Regent Garner, seconded by Regent Cullum, with all members voting aye, it was ordered that $75,000 be transferred from account number 7390, Student Fund, General Property Deposit, to account number 8003, University Scholars. 84-55 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the policy on private support organizations be approved, as follows: 13 POLICY ON PRIVATE SUPPORT ORGANIZATIONS 1. GENERAL The Board of Regents recognizes that there are legally constituted private organizations whose sole or primary purpose is to benefit Stephen F. Austin State University, or teaching, research and other activities within the University. For the purposes of this policy, each such organization shall be called a ''private support organization.11 Examples of private support organizations include, but are not limited to, the alumni association, development foundations, and athletic booster organizations. The rules herein shall govern the relationship between these organizations and the University. 2. PROVISION OF UNIVERSITY EQUIPMENT AND FACILITIES TO PRIVATE SUPPORT ORGANIZATION 2.1 The Board of Regents by written contract may provide a private support organization with office space, telephone service, utilities, and the use of other university equipment and facilities. 3. SERVICE BY OFFICER OR EMPLOYEE OF THE UNIVERSITY ON BEHALF OF A PRIVATE SUPPORT ORGANIZATION 3.1 Members of the Board of Regents or other officers or employees of the University may serve in similar management or decision making positions with a private support organization. 3.2 Officers and employees of the University may perform administrative tasks for a private support organization outside of their regular working 14 hours. The Board of Regents by written contract may authorize officers and employees as a part of their regular duties to perform administrative tasks for a private support organization. Administrative tasks include, but are not limited to, activities such as the receiving, receipting, acknowl edging, and reporting of gift funds accepted by the private support organization, but do not include the solicitation of funds on behalf of the private support organization. 3.3 Officers or employees whose duties routinely include solicitation of funds on behalf of a university may solicit funds on behalf of a private support organization if such practice is approved by the Board of Regents and made the subject of written contract between the Board of Regents and the private support organization. 3.4 Officers or employees whose duties do not routinely include the solicitation of funds on behalf of the university may solicit funds on behalf of a private support organization outside of regular working hours. The Board of Regents by written contract may authorize such officers and employees as a part of their regular duties to solicit funds on behalf of the private support organization. 3.5 Any member of the Board of Regents, or officers or employees of the University serving in a management or decision making position with a private support organization, or rendering services of any kind whatsoever to a private support organization, shall receive no salary or benefit for such service from the private support organization unless the receipt of such salary or benefit is approved by the Board of Regents. 4. ADMINISTRATION AND INVESTMENT OF FUNDS HELD BY PRIVATE SUPPORT ORGANIZATION 4.1 Funds received directly by a private support organization from a -2- 15 donor are not subject to control by the Board of Regents until such organization relinquishes control of the funds to the Board. This subsection shall not apply to athletic booster organizations where it is in conflict with the rules and regulations of intercollegiate athletic associations and the Southern Association of Colleges and Schools. 4.2 No gift funds received by the University may be remitted to a private support organization unless such transfer of funds is approved in writing by the donor and the University President. In such cases, the private support organization shall invest the funds in accordance with instructions given by the donor and the University President. An account of all letters of written permission by donors and transfers of gifts and bequests shall be kept by the University and shall be reported to the State Auditor. 5. CONTRACTS WITH PRIVATE SUPPORT ORGANIZATION 5.1 Any contract with a private support organization must be approved by the Board of Regents and must: (a) provide adequate consideration to the public, (b) serve a public purpose, and (c) enable the Board of Regents to maintain sufficient control over any public resources provided by the contract to ensure that the public purpose is met. 16 84-56 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the bid with Shea-Shea Electric, Incorporated, in the amount of $169f000 for the Intramural Field Lighting Project, be approved and the Administration be authorized to issue a purchase order. 84-57 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the budget for the Intramural Field Lighting Project be approved as follows: Contractor (Shea-Shea) $169,000 Architectural Fees (approx. 7%) 11,830 Administrative Costs 2,500 Contingency 10,000 TOTAL $193,330 84-58 Upon motion of Regent Garner, seconded by Regent Honea, with all members voting aye, it was ordered that the bid with Clifton Construction/Engineering, Incorporated, in the amount of $82,862.00 for the Intramural Field Site Preparation Project, be approved and the Administration be authorized to issue a purchase order. 84-59 Upon motion of Regent Garner, seconded by Regent Honea, with all members voting aye, it was ordered that the budget for the Intramural Field Site Preparation Project be approved as follows: Contractor (Clifton) $ 82,862 Architectural Fees (approx. 7%) 5,800 Administrative Costs 7,500 Contingency 5 , 000 TOTAL $101,162 17 84-60 Upon motion of Regent Honea, seconded by Regent Jackson, with all members voting aye, it was ordered that the report on the purchase of bricks by Snyder Construction Company, contractor for the Early Childhood Renovation Project and C Construction Company, contractor for the Liberal Arts Addition/Renovation Project, be accepted. 84-61 Upon motion of Regent Cullum, seconded by Regent Jackson, with all members voting aye, it was ordered that the administration be authorized to request bids and issue purchase orders to the low bidders for hardware and air conditioners for Units I, II, and III. Estimated Cost: $83,000 Source of Funds: Pledged Property Surplus 84-62 Upon motion of Regent Justice, seconded by Regent Jackson, with all members voting aye, it was ordered that the Administration be authorized to plan and obtain competitive bids on the following summer projects: Estimated Cost 1. Renovation of Units I, II, III (cost estimate includes 84-61 above) $ 573,100 2. Recondition showers in Residence Halls 7 and 10 297,000 3. Replace wooden windows with aluminum in Mays Hall and other minor renovation 84,700 4. Replace roof on Wisely Hall and Hall 15 495,000 5. Replace roof on older section of University Center 368,500 Source of Funds: Pledged Property Surplus 6. Replace roof and repair walls on Forestry Building 83,400 7. Replace roof on McGee Building 129,300 Source of Funds: Unexpended Plant Funds 18 84-63 Upon motion of Regent Garner, seconded by Regent Murphy, with all members voting aye, it was ordered that the contract with Marsellos-Scott for the design and supervision of miscellaneous summer projects be approved and the Chairman of the Board be authorized to sign the contract. (See page 28 for contract). 84-64 Upon motion of Regent Justice, seconded by Regent Bryce, with all members voting aye, it was ordered that the contract with Marsellos-Scott to provide preliminary plans and cost estimates for the construction of a dairy facility be approved and the Chairman of the Board be authorized to sign the contract. (See page 57 for contract). 84-65 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the University be permitted to engage the services of Mr. Jerry Alexander to serve as a consultant with the University Administration on the sale of the dairy farm. 84-66 Upon motion of Regent Bryce, seconded by Regent Murphy, with all members voting aye, it was ordered that the architectural firm of Marsellos-Scott be employed to prepare preliminary plans and a cost estimate for the construction of a new forestry field station, and that the Chairman of the Board be authorized to sign the professional services agreement. (See page 86 for contract), \ r Meeting adjourned at 11:29 a.m. 19 CONTRACT ROTAN-MOSLE SECURITIES CORPORATION (Mr. Sam Maclin) San Antonio, Texas FINANCIAL ADVISOR IN DESIGNING AND SELLING A BOND ISSUE TO FINANCE DORMITORY 20 20 Board of Regents Stephen F. Austin State University Stephen F. Austin Station Nacogdoches, Texas 75962 Re: Stephen F. Austin State University Student Housing System Revenue Bonds, Series 1984 - New Dormitory Financing for Approximately 400 Students I. It is in connection with the authorization, design, issuance, sale and delivery of the subject bonds that we offer our professional services and our facilities as Financial Advisors and agree to perform the following duties normally performed by such advisors and to perform such other duties as in our judgment may be necessary or advisable: A. To make a study of the University's existing debt structure and after taking into consideration the past and future operations of your existing and proposed student housing and dining facilities as projected by your Staff, devise and recommend for your approval a plan of financing to cover the proposed bonds. Such plan shall include a bond maturity schedule and other terms and conditions, as will, in our opinion, result in the issuance of the bonds under terms and conditions most advantageous to the University consistent with obtaining a minimum effective interest rate. B. Under the direction of a firm of recognized municipal bond attorneys to be retained by you, and whose fees will be paid by you, to assist and advise you upon the steps necessary to be taken in the authorization, sale, issuance and final delivery of the bonds to the purchaser. We will cooperate with and furnish all financial showings which may be needed by the bond attorneys in their preparation of the required bond resolution and other proceedings. C. To compile from (1) the financial data supplied by your Staff, (2) legal information provided by your Attorneys and (3) other general information, the necessary Official Statements, Official Notices of Sale and Official Bid Forms, which shall be submitted for your approval and certification after a detailed review by your Staff and other parties involved. The foregoing Official Statement and other documents mentioned shall embody our recommended financing plan. D. To advise you of current market conditions, forthcoming bond issues and other general information and economic data which might normally be expected to influence interest rates or bidding conditions so that the date of the sale of the bonds can be set at a time which, in our opinion, will not be unfavorable. 21 E. After your approval/ to arrange for the printing and mailing of the Official Notices of Salef Official Statements and Official Bid Forms at your expense to a list of prospective bidders which we also agree to provide, F. To assemble the necessary material to make a personal presentation of same to Moodyfs Investors Service, Inc. and Standard & Poor's Corporation in New York for the purpose of obtaining favorable ratings on your bonds. The rating agency fees or charges for ratings shall be paid by you. G. To brief your Staff on procedures now required with bond registration and, if desired, to assist in developing duties and responsibilities of the registrar/paying agents as well as criteria for selecting same. H. To be present and to assist you and your Staff at the time dealer bids on the bonds are received. In this connection, we will also check the bids received for accuracy and advise you which bid, in our opinion, represents the best bid. I. If requested, to arrange for the printing of the bond forms, the cost of which shall be paid by you. J. To assist in arranging the delivery of the bonds against payment by the purchasers thereof. K. To furnish the information and supervise the finalization of the Official Statements to be provided to the purchasers of the bond issue. L. To prepare and furnish at our expense issue description and detailed debt service information to the paying agent bank and the Municipal Advisory Council of Texas, to facilitate the establishment and maintenance of proper credit reports. M. To prepare and furnish to the University detailed debt service schedules designed to facilitate debt record maintenance by the University. N. To assist you in establishing delivery procedure of the Initial Bond(s) and subsequent redelivery of the definitive bonds. 0. If requested, to advise you on the temporary reinvestment of bond proceeds. 22 P. To direct and coordinate the financial advisory phases of the bond issuance in conjunction and cooperation with your Staff and The Board's bond attorney. Q. To assume and pay our out-of-pocket expenses for intrastate travel, communications and office expense incurred in connection with the bond issue. It is specifically understood and agreed that our obligation to pay expenses is limited as stated above and shall not include any other bond issuance or delivery expenses or the expenses of any litigation, II. As consideration for the services rendered by us and as reimbursement for the expenses we are to incur, it is understood and agreed that your Board is to pay and we are to accept a cash fee based upon the total bonds delivered in each installment, in accordance with the following schedule: Amount of Issue And Not More Than More Than Financial Consultant Fee $1,000,000 $ 1,500,000 $10,175.00 plus $4.65 per $1,000 for all over $1,000,000 1,500,000 5,000,000 $12,500.00 plus $2.40 per $1,000 for all over $1,500,000 5,000,000 10,000,000 $20,900.00 plus $1.65 per $1,000 for all over $5,000,000 Such fee, plus reimbursement to us of cost we have advanced in your behalf for printing and mailing of the Official Statements and any other expenses detailed above, shall become due and payable simultaneously with the delivery of the Initial Bond(s) to the purchaser. III. It is further understood and agreed that- we or our affiliate may be a member of a bidding group on these bonds when offered for public sale. IV. This agreement shall be terminated by the delivery to the purchaser of the Initial Bond(s) covered hereby. V. This proposal is submitted in duplicate originals. When accepted by you it will constitute the entire agreement between your Board and the undersigned for the purpose and considerations herein specified. Respectfully submitted, ROTAN MOSLE INC. /s/ S. Maclin Senior Vice President ACCEPTANCE ACCEPTED pursuant to authorization by the Board of Regent^ Ste phen F. Austin State University, on this the 31 day of January, /s/ Ted Bowen 23 RESOLUTION AUTHORIZING THE ABANDONMENT OF EAST COLLEGE APARTMENTS (Nos. 73 to 96) 24 RESOLUTION AUTHORIZING THE ABANDONMENT OF APARTMENTS 7 3 TO 9 6 AND THE DISMANTLING THEREOF IN ACCORDANCE WITH PROVISIONS OF EXISTING BOND RESOLUTIONS. THE STATE OF TEXAS COUNTY OF NACOGDOCHES WHEREAS, Apartments 7 3 to 9 6 (East College Apartments) have become a part of the Housing System of 1962 facilities created by the Board of Regents in the resolution authorizing the issuance and sale of Board of Regents of the State Teachers Colleges, Stephen F. Austin State College Housing System Revenue Bonds of 1962, Series Af Bf C and D, dated October 1, 1962, and adopted by the Board on June 8, 1963; and WHEREAS, the resolution authorizing said Bonds of 1962 provided that the Board may at any time permanently abandon the use of or sell at fair market value any of its Housing System of 1962 facilities upon compliance with the terms of such resolution governing such sale or abandonment; and WHEREAS, it is the desire of the Board that Apartments 73 to 96 be abandoned as provided in Section 19, paragraphs 3 and 4; and WHEREAS, the requirements of the resolution authorizing the Bonds of 1962 for abandonment can be met; and WHEREAS, a further lien was placed on the Housing System of 1962 facilities by the resolution authorizing the issuance of Board of Regents, State Senior Colleges, Stephen F. Austin State College Building Revenue Bonds of 25 1965, Series A and B, dated October lf 1965f and adopted on May 19, 1967; and WHEREAS, such resolution authorizing the Bonds of 1965 established a lien on the revenues of thee facilities defined as "Encumbered Facilities," (subject to the lien securing the said Bonds of 1962 and other bonds on a parity therewith and other obligations theretofore paid in full), and Apartments No. 7 3 to 96 are included in such "Encumbered Facilities;" and WHEREAS, said resolution authorizing the said Bonds of 1965 set out conditions under which certain of the "Encumbered Facilities" including Apartments No. 73 to 96 may be dismantled; and WHEREAS, the conditions for such dismantling can be met; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF REGENTS OF STEPHEN F. AUSTIN STATE UNIVERSITY: 1. That it is hereby found and determined that the conditions set forth in the resolution of the Board authorizing the issuance of the Bonds of 1965 governing the abandonment of Apartments No. 7 3 to 9 6 have been met, and it is hereby declared that such Apartments No. 73 to 96 are hereby abandoned and are no longer a part of the Housing System of 1962 facilities. 2. That in support of such abandonment it is hereby certified by the Board as follows: (a) The Board is in full compliance with all covenants and undertakings in connection with all of the said Bonds of 1962 which are payable from the revenues of the Housing System of 1962 facilities or any part thereof. 26 (b) Apartments No. 73 to 96 are no longer economically feasible of producing net revenues; and (c) The estimated net revenues of the remaining Housing System of 1962 facilities (and all other revenues pledged to such Bonds of 1962 and bonds issued on a parity therewith) for the next succeeding fiscal year satisfy the test provided in said resolution authorizing the Bonds of 1962 governing the issuance of additional bonds, such test being as follows, to-wit: The estimated pledged revenues of the remaining facilities of the Housing System of 1962 plus other revenues pledged to such bonds and all bonds on a parity therewith, for the next preceding fiscal year have been certified by the Comptroller for Stephen F. Austin State University to have been equal to at least one and thirty-five hundredths (1.35) times the average annual requirements for principal and interest on the outstanding Bonds of 1962 and all outstanding bonds on a parity therewith, and the estimated net revenues of the Housing System of 1962 facilities, plus all other pledged revenues, have been determined by the Vice President for Administrative and Fiscal Affairs of the University and approved by the President of the University and is hereby approved by the Board to be at least one and thirty-five hundredths (1.35) times the average annual debt service requirements for the principal of and interest on all outstanding bonds payable from the revenues of the Housing System of 1962 facilities. 27 3. That the Board hereby exercises its right reserved in the issuance of the Bonds of 1965 to dismantle Apartments No. 73 to 96 in order to provide sites for other purposes. 4. That it is hereby found and determined that such dismantling does not violate any covenants of the Board and that the remaining revenues pledged to the payment of the Bonds of 1965 and other bonds issued on a parity thereto will be sufficient to allow the Board to meet all of the obligations pertaining to such bonds as set forth in the resolution or resolutions authorizing same. 5. That such dismantling is hereby ordered. CONTRACT MARSELLOS-SCOTT Lufkin, Texas MISCELLANEOUS SUMMER PROJECTS 28 29 CONTRACT FOR ARCHITECTURAL SERVICES CITY OF NACOGDOCHES THE STATE OF TEXAS COUNTY OF NACOGDOCHES / THIS AGREEMENT made as of the Thirty First day of January in the year Nineteen Hundred and Eighty Four and between the BOARD OF REGENTS STEPHEN F, AUSTIN STATE UNIVERSITY, NACOGDOCHES, TEXAS acting herein by and through its President, hereinafter called the Owner, and MARSELLOS-SCOTT, ARCHITECTS-ENGINEERS, Lufkin, Texas hereinafter called the Architect for the following project: PROFESSIONAL ASSISTANCE IN MISCELLANEOUS PROJECTS The Owner and the Architect agree as set forth below. NOW, THEREFORE, the Owner and the Architect for the considerations hereinafter set forth agree as follows: I. The Architect Shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. The Owner shall compensate the Architect in accordance with the Terms and Conditions of this Agreement as stated in Article 14. All such payments and every payment herein provided shall be from current funds available to Owner and as applicable to the projects involved for expenditure for the use and benefit of Stephen F. Austin State University. III. The Architect and the Owner further agree to the following Terms and Conditions: 30 ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the five phases described in Paragraphs 1.1 through 1.5 and include normal structural, mechanical and electrical engineering services and any other services included in Article 15 as part of Basic Services. 1.1 SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall review the under standing of such requirements with the Owner. -2- 31 1.1.2 The Architect shall provide a preliminary evaluation of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. 1.1.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget re quirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other'documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a Statement of Probable Con-struction Cost based on current area, volume or other unit costs. 1.2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Documents and any adjust ments authorized by the Owner in the program or Project budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to architectural, structural, mechanical and electrical systems, materials'and such other elements as may be appropriate. 1.2.2 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. 1.3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 Based on the approved Design Development Documents and any further adjustments in the scope of quality of the Project or in the Project budget 32 authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifi cations setting forth in detail the requirements for the construction of the Project. 1.3-2 The Architect shall assist the Owner in the preparation of the necessary bidding forms, the Conditions of the Contract, and the form of the Agree ment between the Owner and the Contractor. 1.3.3 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Construction Cost indicated by changes in re quirements or general market conditions. 1.3.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of government authorities having jurisdiction over the Project. 1.4 BIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. ?.< 1.5 CONSTRUCTION PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation to provide Basic Services under this Agreement, will terminate when final payment to the Contractor is due, or in the absence of a final Certificate for -4- 33 Payment or of such due date, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. 1.5.2 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 1.5.3 The Architect shall be a representative of the Owner during the Construc tion Phase, and shall advise and consult with the Owner. Instructions to the Contractor shall be forwarded through the Architect. The Architect shall have authority to act on behalf of the Owner only to the extent pro vided in the Contract Documents unless otherwise modified by written instrument in accordance with Subparagraph 1.5.16. 1.5.4 The Architect shall visit the site at intervals appropriate to the stage of. construction or as otherwise agreed by the Architect in writing to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding,in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of such on-site observations as an Architect, the Architect shall keep the Owner informed of the progress and quality of the work, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. -5- 34 1.5.5 The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for the acts or omissions of the Contractor, Subcon tractors or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 1.5.6 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.5.7 The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's Applications for Payment, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observations at the site as provided in Subparagraph 1.5.4 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge, information, and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable 35 prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. 1.5.9 The Architect shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor. The Architect shall render interpretations necessary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written decisions, within a reasonable time, on all claims, disputes and other matters in question between the Owner and the Contractor relating to the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.10 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful performance by any interpretation or decision rendered in good faith in such capacity. 1.5.11 The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. The -7- 36 Architect's decisions on any other claims, disputes or other matters, includ ing those in question between the Owner and the Contractor, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. 1.5.12 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Architect will have author ity to require special inspection or testing of the Work in accordance with the provision of the Contract Document, whether or not such Work be then fabricated, installed or completed. 1.5.13 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 1.5.14 The Architect shall prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 37 1.5.15 The Architect shall conduct inspections to determine the Dates of Substantial Completion and final completion, shall receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment. 1.5.16 The extent of the duties, responsibilities and limitations of authority of the Architect as the Owner's representative during construction shall not be modified or extended without written consent of the Owner, the Contractor and the Architect. 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.6.1 If the Owner and Architect agree that more extensive representation at the site than is described in Paragraph 1.5 shall be provided, the Architect shall provide one or more Project Representatives to assist the Architect in carrying out such responsibilities at the site. 1.6.2 Such Project Representatives shall be selected, employed and directed by the Architect -, and the Architect shall be compensated therefor as mutually agreed between the Owner and the Architect as set forth in an exhibit appended to this Agreement, which shall describe the" duties, responsibilities and limitations of authority of such Project Representatives. 1.6.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representa tion shall not modify the rights, responsibilities or obligations of the Architect as described in Paragraph 1.5. -9- ^ 38' 1.7 ADDITIONAL SERVICES The following Services are not included in Basic Services unless so identified in Article 15. They shall be provided if authorized or con-firmed in writing by the Owner, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. 1.7.1 Providing analyses of the Owner's needs, and programming the re quirements of the Project. 1.7.2 Providing financial feasibility or other special studies. 1.7.3 Providing planning surveys, site evaluations, environmental studies or comparative studies of prospective sites, and preparing special surveys, studies and submissions required for approvals of govern mental-authorities or others having jurisdiction over the Project. 1.7.4 Providing services relative to future facilties, systems and equipment which are not intended to be constructed during the Construction Phase. 1.7.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the Owner. 1.7.6 Preparing documents of alternate, separate or sequential bids or pro viding extra services in connection with bidding, negotiation or con struction prior to the completion of the Construction Documents Phase, when requested by the Owner. -10- 39 1.7.7 Providing coordination of Work performed by separate contractors or by the Owner's own forces, 1.7.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. / 1.7.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quantity surveys or inventories of material, equipment and labor. 1.7.10 Providing services for planning tenant or rental spaces. 1.7.11 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents or are due to other causes not solely within the control of the Architect. 1.7.12 Preparing Drawings, Specifications and supporting data and providing other services in'connection with Change Orders to the extent that the adjustment in the Basic Compensation resulting from the adjusted Con struction Cost is not commensurate with the services required of the Architect, provided such Change Orders are required by causes not solely within the control of the Architect. 1.7.13 Making investigations, surveys, valuations, inventories or detailed appraisals of existing facilities, and services required in connection with construction performed by the Owner. -11- 40 1.7.14 Providing consultation concerning replacement of any Work damaged by fire or other cause during construction, and furnishing services as may be required in connection with the replacement of such Work. 1.7.15 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 1.7.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adjusting and balancing, pre paration of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 1.7.17 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than sixty days after the Date of Substantial Completion of the Work. 1.7.18 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding. 1.7.19 Providing services of consultants for other than the normal architectural, structural, mechanical and electrical engineering services for the Project. 1.7.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted archi tectural practice. -12- 41 ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information regarding requirements for the Project including a program, which shall set forth the Owner's design objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability, special equipment and systems and site requirements. 2.2 If the Owner provides a budget for the Project it shall include contingen cies for bidding, changes in the Work during construction, and other costs which are the responsibility of the Owner, including those des cribed in this Article 2 and in Subparagraph 3.1.2. The Owner shall, at the request of the Architect, provide a statement of funds available for the Project, and their source. 2.3 The Owner shall designate, when necessary, a representative authorized to act in the Owner's behalf with respect to the Project. The Owner or such authorized representative shall examine the documents submitted by the Architect and shall render decisions pertaining ther'eto promptly, to avoid unreasonable delay in the progress of the Architect's services. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to -13- 42 existing buildings, other improvements and trees; and full informa tion concerning available service and utility lines both public and private, above and below grade including inverts and depths. 2.5 The Owner shall furnish the services of soil engineers or other con sultants when such services are deemed necessary by the Architect. Such services shall include test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests, including necessary operations for determining sub soil, air and water conditions, with reports and appropriate professional recommendations. 2.6 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law or the Contract Documents. 2.7 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including such auditing services as the Owner may require to verify the Con tractor's Applications for Payment or to-ascertain how or for what pur poses the Contractor uses the moneys paid by or on behalf of the Owner. 2.8 The services, information, surveys and reports required by Paragraphs 2.4 through 2.7 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. -14- 43 2.9 If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents, prompt written notice thereof shall be given by the Owner to the Architect. 2.10 The Owner shall furnish required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Architect's services and of the Work. ARTICLE 3 CONSTRUCTION COST 3.1 DEFINITION 3.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 3.1.2 The Construction Cost shall include at current market rates, including a reasonable allowance for overhead and profit, the cost of labor and materials furnished by the Owner and any equipment which has been designed, specified, selected or specially provided for by the Architect. 3.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner as provided in Article 2. 3.2 RESPONSIBILITY FOR CONSTRUCTION COST 15- 44 3.2.1 Evaluations of the Owner's Project budget, Satements of Probable Construction Cost and Detailed Estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Project budget proposed, established or approved by the Owner, if any, or from any Statement or Probable Construction Cost or other cost estimate or evaluation prepared by the Architect. 3.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget under Subparagraph 1.1.2 or Paragraph 2.2 or otherwise, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Any such fixed limit shall be -16- ■ 45 increased in the amount of any increase in the Contract Sum occurring after execution of the Contract for Construction. 3.2.3 If the Bidding or Negotiation Phase has not commenced within three months after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect any change in the general level of prices in the con struction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 3.2.4 If a Project budget or fixed limit of Construction Cost (adjusted as provided in Subparagraph 3.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall (1) give written approval of an increase in such fixed limit, (2) authorize renegotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragraph 10.2, or (4) cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4), provided a fixed limit of Construction Cost has been es tablished as a condition of this Agreement, the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to comply with the fixed limit. The providing of such service shall be the limit of the Architect's responsibility arising from the estab lishment of such fixed limit, and having done so, the Architect shall be entitled to compensation for all services performed, in accordance with this Agreement, whether or not the Construction Phase is commenced, -17- 46 ARTICLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as the direct salaries of all the Architect's personnel engaged on the Project, and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. ARTICLE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the Compensation for Basic and Additional Services and include actual expenditures made by the Architect and the Architect's employees and consultants in the interest of the Project for the expenses listed in the following Subparagraphs: 5.1.1 Fees paid for securing approval of authorities having jurisdiction over the Project. 5.1.2 Expense of data processing and photographic production techniques when used in connection with Additional Services. 5.1.3 Expense of any additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants. -18- 47 ARTICLE 6 PAYMENTS TO THE ARCHITECT 6.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 6.1.1 Payments for Basic Services shall be made monthly and shall be in proportion to services performed within each Phase of Services, on the basis set forth in Article 14. 6.1.2 If and to the extent that the Contract Time initially established in the Contract for Construction is exceeded or extended through no fault of the Architect, compensation for any Basic Services required for such ex tended period of Administration of the Construction Contract shall be computed as set forth in Paragraph 14.2 for Additional Services. 6.1.3 When compensation is based on a percentage of Construction Cost, and any portions of the Project are deleted or otherwise not constructed, com pensation for such portions of the Project shall be payable to the extent »■ services are performed on such portions, in accordance with the schedule set forth in Subparagraph 14.1.2 based on. (1) the lowest bona fide bid or negotiated proposal or, (2) if no such bid or proposal is received, the most recent Statement of Probable Construction Cost or Detailed Estimate of Construction Cost for such portions of the Project. 6.2 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 6.2.1 Payments on account of the Architect's Additional Services as defined in Paragraph 1.7 and for Reimbursable Expenses as defined in Article 5 shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. — -19- 48 6.3 PAYMENTS WITHHELD 6.3.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is held legally liable. 6.4 PROJECT SUSPENSION OR TERMINATION 6.4.1 If the Project is abandoned in whole or in part, the Architect shall be compensated for all services performed prior to receipt of written notice from the Owner of such abandonment, together with Reimbur sable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. If the Project is resumed after being suspended for more than three months, the Architect's compensation shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.1 Records of Reimbursable Expenses and expenses pertaining to Addi tional Services and services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on the basis of generally accepted accounting principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 8 OWNERSHIP AND USE OF DOCUMENTS 8.1 Drawings and Specifications as instruments of service are and shall -20- 49 remain the property of the Architect whether the Project for which they are made is executed.or not. The Owner shall be permitted to retain copies of Drawings, Specifications for information and reference in connection with the Owner's use and occupancy of the Project. The Drawings and Specifications shall not be used by the Owner on other projects, for additions to this Project, or for completion of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. 8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's rights. ARTICLE 9 ARBITRATION 9.1 All claims, disputes and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construction Industry-Arbitration Rules of the American Arbitration Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of or relating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional person not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by the Architect, the -21- 50 Owner, and any other person sought to be joined. Any consent to arbitration involving an additional person or persons shall not constitute • consent to arbitration of any dispute not described therein. This Agreement to arbitrate and any agreement to arbitrate with an addi tional person or persons duly consented to by the parties to this Agree ment shall be specifically enforceable under the prevailing arbitration law. 9.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Associa tion. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 9.3 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE-10 TERMINATION OF AGREEMENT 10.1 This Agreement may be terminated by either party upon seven days1 written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. -22- 51 10.2 This Agreement may be terminated by the Owner upon at least seven days1 written notice to the Architect in the event that the Project is permanently abandoned. 10.3 In the event of termination not the fault of the Architect, the Architect shall be compensated for all services performed to termination date, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. 10.4 Termination Expenses include expenses directly attributable to termina tion for which the Architect is not otherwise compensated, plus an amount computed as a percentage of the total Basic and Additional Com pensation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic Design Phase; or 10 percent if termination occurs during the Design Develop ment Phase; or 5 percent if termination occurs during any subsequent phase. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be governed by the law of the principal place of business of the Architect. 11.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. -23- 52 11.3 As between the parties to this Agreement: as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the relevant Date of Substantial Completion of the Work, and as to any acts or failures to act occurring after the relevant Date of Substantial Completion, not later than the date of issuance of the final Certificate for Payment. 11.4 The Owner and the Architect waive all rights against .each other and against the contractors, consultants, agents and employees of the other for damages covered by any property insurance during construction as set forth in the edition of AIA Document A201, General Conditions, current as of the date of this Agreement. The Owner and the Architect each shall require appropriate similar waivers from their contractors, consultants and agents. ARTICLE 12 SUCCESSORS AND ASSIGNS ■ 12.1 The Owner-and the Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party witfi respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer any interest in this Agreement without the written consent of. the other. , .. ^ . -24- 53 ARTICLE 13 ■ EXTENT OF AGREEMENT 13-1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, re presentations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. ARTICLE 14 BASIS OF COMPENSATION The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as follows: 14.1 BASIC COMPENSATION 14 .1.1 FOR BASIC SERVICES , as described in Paragraphs 1.1 through 1.5, and any other services included in Article 15 as part of Basic Services, Basic Compensation shall be computed as follows: -25- 54 Principals time at the fixed rate of $85.00 per hour. For the purpose of this agreement the principals are: Wilbur Kent Floyd Marsellos Ray, Scott Employees time (other than principals) at a multiple of 2-1/2 times the employee's Direct Personnel Expense as defined in Article 4. 14.1.2 FOR SERVICES OF CONSULTANTS, including structural, mechanical and electrical engineering services, a multiple of (1.5) times the amounts billed to the Architect for such services. 14.2 FOR REIMBURSABLE EXPENSES, as described in Article 5, a multiple of (1.0) times the amounts expended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.3 Payments due the Architect and unpaid under this Agreement shall bear interest beginning sixty days from the date payment is due at the rate of 10%. . 14.4 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.5 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. -26- of Additional Services, a multiple of (1.5) times the amounts billed to the Architect for such services. 14.3 ^ FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 15 as Reimbursable Expenses, a multiple of (1.0) times the amounts expended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.4 Payments due the Architect and unpaid under this Agreement shall bear interest beginning sixty days from the date payment is due at the rate of 6%. 14.5 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.5.1 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. • ARTICLE 15 OTHER CONDITIONS OR SERVICES STATEMENT OF CERTIFICATION The Texas Board of Architectural Examiners, 5555 N. Lamar Blvd. , Bldg. H-117, Austin, Texas 78751, Phone: 512-458-1363, has jurisdiction over individuals licensed under the Architects Registration Law, Article 249a, VTCS. ARTICLE 16 It is understood that the Architect will be instructed by the Owner to proceed with conceptual studies and such schematic design studies as are required to establish the scope of the project and a cost estimate; and that any further service by the architect will be upon the request of the Owner. "27- 56 NUMBER OR COUNTERPART COPIES This Contract is executed in four counterparts. IN WITNESS WHEREOF the parties hereto have made and executed this Agreement, the day and year first above written. BOARD OF REGENTS STEPHEN F . AUSTIN STATE UNIVERSITY By. ( ■ < Chairman of the Board ATTEST: Secretary /y MARSELLOS-SCOTT, ARCHITECTS-ENGINEERS CONTRACT MARSELLOS-*-SCOTT Lufkin, Texas CONSTRUCTION OF A DAIRY FACILITY 57 58 CONTRACT FOR ARCHITECTURAL SEE.VICES CITY OF NACOGDOCHES THE STATE OF TEXAS COUNTY OF NACOGDOCHES THIS AGREEMENT made as of the Thirty First day of January in the year Nineteen Hundred and Eighty Four and between the BOARD OF REGENTS STEPHEN F. AUSTIN STATE UNIVERSITY, NACOGDOCHES, TEXAS acting herein by and through its President, hereinafter called the Owner, and MARSELLOS -SCOTT, ARCHITECTS-ENGINEERS, Lufkin, Texas hereinafter called the Architect for the following project: CONSTRUCTION OF A DAIRY FACILITY The Owner and the Archifect agree as set forth below, NOW, THEREFORE, the Owner and the Architect for the considerations hereinafter set forth agree as follows: I. The Architect Shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement* , II. The Owner shall compensate the Architect in -accordance with the Terms and Conditions of this Agreement as stated in Article 14. All such payments and every payment herein provided shall be from Educational and General Funds available to Owner and as applicable to the project involved for expenditure for the use and benefit of Stephen F. Austin State University. III. The Architect and the Owner further agree to the following Terms and Conditions: 59 ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the five phases described in Paragraphs 1.1 through 1.5 and include normal structural, mechanical and electrical engineering services and any other services included in Article 15 as part of Basic Services. 1.1 SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall review the under standing of such requirements with the Owner. -2- 60 1.1.2 The Architect shall provide a preliminary evaluation of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. 1.1.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget re quirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a Statement of Probable Con struction Cost based on current area, volume or other unit costs. 1.2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Documents and any adjust ments authorized by the Owner in the program or Project budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. 1.2.2 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. 1.3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 Based on the approved Design Development Documents and any further adjustments in the scope of quality of the Project or in the Project budget -3- 61 authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifi cations setting forth in detail the requirements for the construction of the Project. 1.3.2 The Architect shall assist the Owner in the preparation of the necessary bidding forms, the Conditions of the Contract, and the form of the Agree ment between the Owner and the Contractor. 1.3.3 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Construction Cost indicated by changes in re quirements or general market conditions. 1.3.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of government authorities having jurisdiction over the Project. 1.4 BIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. 1.5 CONSTRUCTION PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation to provide Basic Services under this Agreement, wiU terminate when final payment to the Contractor is due, or in the absence of a final Certificate for -4- 62 Payment or of such due date, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. 1.5.2 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 1.5.3 The Architect shall be a representative of the Owner during the Construc tion Phase, and shall advise and consult with the Owner. Instructions to the Contractor shall be forwarded through the Architect. The Architect ' shall have authority to act on behalf of the Owner only to the extent pro vided in the Contract Documents unless otherwise modified by written instrument in accordance with Subparagraph 1.5.16. 1.5.4 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Architect in writing to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of such on-site observations as an Architect, the Architect shall keep the Owner informed of the progress * and quality of the work, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. -5- 63 1.5.5 The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for the acts or omissions of the Contractor, Subcon tractors or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 1.5.6 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.5.7 The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's Applications for Payment, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observations at the site as provided in Subparagraph 1.5.4 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge, information, and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable -6- 64 - prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a / Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. 1.5.9 The Architect shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor. The Architect shall render interpretations necessary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written decisions, within a reasonable time, on all claims, disputes and other matters in question between the Owner and the Contractor relating to the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.10 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful performance by any interpretation or decision rendered in good faith in such capacity. 1.5.11 The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. The -7- 65 Architect's decisions on any other claims, disputes or other matters, includ ing those in question between the Owner and the Contractor, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. 1.5.12 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Architect will have author ity to require special inspection or testing of the Work in accordance with the provision of the Contract Document, whether or not such Work be then fabricated, installed or completed. 1.5.13 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 1.5.14 The Architect shall prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. -8- 66 1.5.15 The Architect shall conduct inspections to determine the Dates of Substantial Completion and final completion, shall receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment. 1.5.16 The extent of the duties, responsibilities and limitations of authority of the Architect as the Owner's representative during construction shall not be modified or extended without written consent of the Owner, the Contractor and the Architect. 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.6.1 If the Owner and Architect agree that more extensive representation at the site than is described in Paragraph 1.5 shall be provided, the Architect shall provide one or more Project Representatives to assist the Architect in carrying out such responsibilities at the site. 1.6.2 Such Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed between the Owner and the Architect as set forth in an exhibit appended to this Agreement, which'shall describe the duties, responsibilities and limitations of authority of such Project Representatives. 1.6.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representa tion shall not modify the rights, responsibilities or obligations of the Architect as described in Paragraph 1.5. -9- ^ 67 1.7 ADDITIONAL SERVICES The following Services are not included in Basic Services unless so identified in Article 15. They shall be provided if authorized or con firmed in writing by the Owner, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. 1.7.1 Providing analyses of the Owner's needs, and programming the re quirements of the Project. 1.7.2 Providing financial feasibility or other special studies. 1.7.3 Providing planning surveys, site evaluations, environmental studies or comparative studies of prospective sites, and preparing special surveys, studies and submissions required for approvals of govern mental authorities or others having jurisdiction over the Project. 1.7.4 Providing services relative to future facilti.es, systems and equipment which are not intended to be constructed during the Construction Phase. 1.7.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the Owner. 1.7.6 Preparing documents of alternate, separate or sequential bids or pro viding extra services in connection with bidding, negotiation or con struction prior to the completion of the Construction Documents Phase, when requested by the Owner. -10-. 68 1.7.7 Providing coordination of Work performed by separate contractors or by the Owner's own forces. 1.7.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. 1.7.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quantity surveys or inventories of material, equipment and labor. 1.7.10 Providing services for planning tenant or rental spaces. -1.7.11 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents or are due to other causes not solely within the control of the Architect. 1.7.12 Preparing Drawings, Specifications and supporting data and providing other services in connection with Change Orders to the extent that the adjustment in the Basic Compensation resulting from the adjusted Con struction Cost is not commensurate with the services required of the Architect, provided such Change Orders are required by causes not solely within the control of the Architect. 1.7.13 Making investigations, surveys, valuations, inventories or detailed appraisals of existing facilities, and services required in connection with construction performed by the Owner. -11- 69 1.7.14 Providing consultation concerning replacement of any Work damaged by fire or other cause during construction, and furnishing services as may be required in connection with the replacement of such Work. 1.7.15 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 1.7.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adjusting and balancing, pre paration of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 1.7.17 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than sixty days after the Date of Substantial Completion of the Work. 1.7.18 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding. 1.7.19 Providing services of consultants for other than the normal architectural, structural, mechanical and electrical engineering services for the Project. 1.7.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted archi tectural practice. -12- 70 ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information regarding requirements for the Project including a program, which shall set forth the Owner's7 design objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability, special equipment and systems and site requirements. 2.2 If the Owner provides a budget for the Project it shall include contingen cies for bidding, changes in the Work during construction, and other costs which are the responsibility of the Owner, including those des cribed in this Article 2 and in Subparagraph 3.1.2. The Owner shall, at the request of the Architect, provide a statement of funds available for the Project, and their source. 2.3 The Owner shall designate, when necessary, a representative authorized to act in the Owner's behalf with respect to the Project. The Owner or such authorized representative shall examine the documents submitted by the Architect and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to -13- ^ 71 existing buildings, other improvements and trees; and full informa tion concerning available service and utility lines both public and private, above and below grade including inverts and depths. 2.5 The Owner shall furnish the services of soil engineers or other con sultants when such services are deemed necessary by the Architect. Such services shall include test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests, including necessary operations for determining sub soil, air and water conditions, with reports and appropriate professional recommendations. 2.6 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law or the Contract Documents. 2.7 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including such auditing services as the Owner may require to verify the Con tractor's Applications for Payment or to ascertain how or for what pur poses the Contractor uses the moneys paid by or on behalf of the Owner. 2.8 The services, information, surveys and reports required by Paragraphs 2.4 through 2.7 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. -14- 72 2-9 If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents, prompt written notice thereof shall be given by the Owner to the Architect. 2.10 The Owner shall furnish required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Architect's services and of the Work, ARTICLE 3 CONSTRUCTION COST 3.1 DEFINITION 3.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 3.1.2 The Construction Cost shall include at current market rates, including a reasonable allowance for overhead and profit, the cost of labor and materials furnished by the Owner and any equipment which has been designed, specified, selected or specially provided for by the Architect. 3.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner as provided in Article 2. 3.2 RESPONSIBILITY FOR CONSTRUCTION COST 15- 73 3.2.1 Evaluations of the Owner's Project budget, Satements of Probable Construction Cost and Detailed Estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Project budget proposed, established or approved by the Owner, if any, or from any Statement or Probable Construction Cost or other cost estimate or evaluation prepared by the Architect. 3.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget under Subparagraph 1.1.2 or Paragraph 2.2 or otherwise, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Any such fixed limit shall be -16- 74 increased in the amount of any increase in the Contract Sum occurring after execution of the Contract for Construction. 3.2.3 If the Bidding or Negotiation Phase has not commenced within three months after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be -adjusted to reflect any change in the general level of prices in the con- . struction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 3.2.4 If a Project budget or fixed limit of Construction Cost (adjusted as provided in Subparagraph 3.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall (1) give written approval of an increase in such fixed limit, (2) authorize renegotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragraph 10.2, or (4) cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4) , provided a fixed limit of Construction Cost has been es tablished as a condition of this Agreement, the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to comply with the fixed limit. The providing of such service shall be the limit of the Architect's responsibility arising from the estab lishment of such fixed limit, and having done so, the Architect shall be entitled to compensation for all services performed, in accordance with this Agreement, whether or not the Construction Phase is commenced. -17- 75 ARTICLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as the direct salaries of all the Architect's personnel engaged on the Project, and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. ARTICLE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the Compensation for Basic and Additional Services and include actual expenditures made by the Architect and the Architect's employees and consultants in the interest of the Project for the expenses listed in the following Subparagraphs: 5.1.1 Fees paid for securing approval of authorities having jurisdiction over the Project. 5.1.2 Expense of data processing and photographic production techniques when used in connection with Additional Services. 5.1.3 Expense of any additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants. -18- 76 ARTICLE 6 PAYMENTS TO THE ARCHITECT 6.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 6.1.1 Payments for Basic Services shall be made monthly and shall be in proportion to services performed within each Phase of Services, on the basis set forth in Article 14. 6.1.2 If and to the extent that the Contract Time initially established in the Contract for Construction is exceeded or extended through no fault of the Architect, compensation for any Basic Services required for such ex tended period of Administration of the Construction Contract shall be computed as set forth in Paragraph 14.2 for Additional Services. 6.1.3 When compensation is based on a percentage of Construction Cost, and any portions of the Project are deleted or otherwise not constructed, com pensation for such portions of the Project shall be payable to the extent services are performed on such portions, in accordance with the schedule set forth in Subparagraph 14.1.2 based on (1) the lowest bona fide bid or negotiated proposal or, (2) if no such bid or proposal is. received, the most recent Statement of Probable Construction Cost or Detailed Estimate of Construction Cost for such portions of the Project. 6.2 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 6.2.1 Payments on account of the Architect's Additional Services as defined in Paragraph 1.7 and for Reimbursable Expenses as defined in Article 5 shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. -19- 77 6.3 PAYMENTS WITHHELD 6.3.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is held legally liable. 6.4 PROJECT SUSPENSION OR TERMINATION 6.4.1 If the Project is abandoned in whole or in part, the Architect shall be compensated for all services performed prior to receipt of written notice from the Owner of such abandonment, together with Reimbur sable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. If the Project is resumed after being suspended for more than three months, the Architect's compensation shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.1 Records of Reimbursable Expenses and expenses pertaining to Addi tional Services and services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on the basis of generally accepted accounting principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 8 OWNERSHIP AND USE OF DOCUMENTS 8.1 Drawings and Specifications as instruments of service are and shall -20- 78 remain the property of the Architect whether the Project for which they are made is executed or not. The Owner shall be permitted to retain copies of Drawings, Specifications for information and reference in connection with the Owner's use and occupancy of the Project. The Drawings and Specifications shall not be used by the Owner on other projects, for additions to this Project, or for completion of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. 8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's rights. ARTICLE 9 ARBITRATION 9.1 All claims, disputes and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of or relating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional person not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by the Architect, the -21- 79 Owner, and any other person sought to be joined. Any consent to arbitration involving an additional person or persons shall not constitute consent to arbitration of any dispute not described therein. This Agreement to arbitrate and any agreement to arbitrate with an addi tional person or persons duly consented to by the parties to this Agree ment shall be specifically enforceable under the prevailing arbitration law. 9.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Associa tion. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 9.3 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 10 TERMINATION OF AGREEMENT 10,1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. -22- 80 10.2 This Agreement may be terminated by the Owner upon at least seven days1 written notice to the Architect in the event that the Project is permanently abandoned. 10.3 In the event of termination not the fault of the Architect, the Architect shall be compensated for all services performed to termination date, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. 10.4 Termination Expenses include expenses directly attributable to termina tion for which the Architect is not otherwise compensated, plus an amount computed as a percentage of the total Basic and Additional Com pensation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic Design Phase; or 10 percent if termination occurs during the Design Develop ment Phase; or 5 percent if termination occurs during any subsequent phase. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be governed by the law of the principal place of business of the Architect. 11.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. -23- 81 11 *3 As between the parties to this Agreement: as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the relevant Date of Substantial Completion of the Work, and as to any acts or failures to act occurring after the relevant Date of Substantial Completion, not later than the date of issuance of the final Certificate for Payment. . . 11 *4 The Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages covered by any property insurance during construction as set forth in the edition of AIA Document A201, General Conditions, current as of the date of this Agreement. The Owner and the Architect each shall require appropriate similar waivers from their contractor's/-, consultants and agents. ARTICLE 12 SUCCESSORS AND ASSIGNS 12-1 The Owner and the-Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. -24- 82 ARTICLE 13 EXTENT OF AGREEMENT 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, re presentations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. ARTICLE 14 BASIS OF COMPENSATION The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as follows: 14.1 BASIC COMPENSATION 14.1.1 FOR BASIC SERVICES, as described in Paragraphs 1.1 through 1.5, and any other services included in Article 15 as part of Basic Services, Basic Compensation shall be computed as follows: Principals time at the fixed rate of $85.00 per hour. For the purpose of this agreement the principals are:. Floyd Marsellos Ray Scott Employees time (other than principals) at a multiple of 2-1/2 times the employee's Direct Personnel Expense as defined in Article 4. -25- 83 14.1.2 FOR SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 1.7.21 or identified in Article 15 as part of Additional Services, a multiple of (1.5) times the amounts billed to the Architect for such services. 14.2 FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 15 as Reimbursable Expenses, a multiple of (1.0) times the amount expended by the Architect, the Architect1 employees and consultants in the interest of the Project. 14.3 Payments due the Architect and unpaid under this Agreement shall bear interest beginning sixty days from the date payment is due at the rate of 10%. 14.4 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.4.1 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. ARTICLE 15 OTHER CONDITIONS OR SERVICES STATEMENT OF CERTIFICATION The Texas Board of Architectural Examiners, 5555 N. Lamar Blvd. , Bldg. H-117, Austin, Texas 78751, Phone: 512-458-1363, has jurisidiction over individuals licensed under the Architects Registration Law, Article 249a, VTCS . -26- 84 ARTICLE 16 It is understood that the Architect will be instructed by the Owner to proceed with conceptual studies and such schematic design studies as are required to establish the scope of the project and a cost estimate; and that any further service by the architect will be upon the request of the Owner. -27- 85 NUMBER OR COUNTERPART COPIES This Contract is executed in four counterparts. IN WITNESS WHEREOF the parties hereto have made and executed this Agreement, the day and year first above written. BOARD OF REGENTS STEPHEN F . AUSTIN STATE UNIVERSITY By /// Chairman of the Board ATTEST: Secretary//' MARSELLOS-SCOTT, ARCHITECTS-ENGINEERS / ™ 86 CONTRACT MARSELLOS-SCOTT Lufkin, Texas CONSTRUCTION OF A NEW FORESTRY FIELD STATION 87 CONTRACT FOR ARCHITECTURAL SERVICES CITY OF NACOGDOCHES THE STATE OF TEXAS COUNTY OF NACOGDOCHES THIS AGREEMENT made as of the Thirty First day of January in 7 the year Nineteen Hundred and Eighty Four and between the BOARD QF REGENTS STEPHEN F. AUSTIN STATE UNIVERSITY, NACOGDOCHES, TEXAS acting herein by and through its President, hereinafter called the Owner, and MARSELLOS-SCOTT, ARCHITECTS -ENGINEERS , Lufkin, Texas hereinafter called the Architect for the following project: NEW FORESTRY FIELD STATION The Owner and the Architect agree is set forth below. NOW, THEREFORE, the Owner and the Architect for the considerations hereinafter set forth agree as follows: I. The Architect Shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. The Owner shall compensate the Architect in accordance with the Terms and Conditions of this Agreement as stated in Article 14. All such payments and every payment herein provided shall be from House Bill I funds available to Owner and as applicable to the project involved for expenditure for the use and benefit of Stephen F. Austin State University. III. The Architect and the Owner further agree to the following Terms and Conditions: 88 ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the five phases described in Paragraphs 1.1 through 1.5 and include normal structural, mechanical and electrical engineering services and any other services included in Article 15 as part of Basic Services. 1.1 SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall review the under standing of such requirements with the Owner. -2- 89 1.1.2 The Architect shall provide a preliminary evaluation of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. 1.1.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget re quirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a Statement of Probable Con struction Cpst based on current area, volume or other unit costs. 1.2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Documents and any adjust ments authorized by the Owner in the program or Project budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. 1.2.2 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. 1. 3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 Based on the approved Design Development Documents and any further adjustments in the scope of quality of the Project or in the Project budget -3- 90 authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifi cations setting forth in detail the requirements for the construction of the Project. 1.3.2 The Architect shall assist the Owner in the preparation of the necessary bidding forms, the Conditions of the Contract, and the form of the Agree ment between the Owner and the Contractor. 1.3.3 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Construction Cost indicated by changes in re quirements or general market conditions. 1.3.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of government authorities having jurisdiction over the Project. '■' 1.4 BIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner' s approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. 1 • 5 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation to provide Basic Services under this Agreement, will terminate when final payment to the Contractor is due, or in the absence of a final Certificate for -4- 91 Payment or of such due date, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. 1.5.2 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construction as set forth below and in the. edition of ALA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 1.5.3 The Architect shall be a representative of the Owner during the Construc tion Phase, and shall advise and consult with the Owner. Instructions to the Contractor shall be forwarded through the Architect. The Architect shall have authority to act on behalf of the Owner only to the extent pro vided in the Contract Documents unless otherwise modified by written instrument in accordance with Subparagraph 1.5.16. 1.5.4 The Architect shall visit the site at intervals appropriate to the stage of " construction or as otherwise agreed by the Architect in writing to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents> However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of such on-site observations as an Architect, the Architect shall keep the Owner informed of the progress and quality of the work, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. -5- ^ 92 1.5.5 The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for the acts or omissions of the Contractor, Subcon tractors or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 1.5.6 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.5.7 The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's Applications for Payment, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall constitute.a representation by the Architect to the Owner, based on the Architect's observations at the site as provided in Subparagraph 1.5.4 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge,' information, and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable -6- 93 prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. 1.5.9 The Architect shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor. The Architect shall render interpretations necessary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written decisions, within a reasonable time, on all claims, disputes and other matters in question between the Owner and the Contractor relating to the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.10 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful performance by any interpretation or decision rendered in good faith in such capacity. 1.5.11 The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. The -7- 94 Architect's decisions on any other claims, disputes or other matters, includ ing those in question between the Owner and the Contractor, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. 1.5.12 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Architect will have author ity to require special inspection or testing of the Work in accordance with the provision of the Contract Document, whether or not such Work be then fabricated, installed or completed. 1.5.13 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 1.5.14 The Architect shall prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 95 1.5.15 The Architect shall conduct inspections to determine the Dates of Substantial Completion and final completion, shall receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment. 1.5.16 The extent of the duties, responsibilities and limitations of authority of the Architect as the Owner's representative during construction shall not be modified or extended without written consent of the Owner, the Contractor and the Architect. 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.6.1 If the Owner and Architect agree that more extensive representation at the site than is described in Paragraph 1.5 shall be provided, the Architect shall provide one or more Project Representatives to assist the Architect in carrying out such responsibilities at the site. 1.6.2 Such Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as mutua
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Title | Minutes of the Board of Regents of Stephen F. Austin State University. 1984, Volume No. 66 |
Subject |
Meetings Universities & colleges Stephen F. Austin State University |
Description | January 31, 1984, Volume No. 66 |
Date | 1984-01-31 |
Contributors | Mr. Ted Bowen of Houston Mr. Homer Bryce of Henderson Mrs. George Cullum, Jr. of Dallas Mr. Fletcher Garner of Bridge City Mr. Luke Honea of Wildwood Mr. Larry Jackson of Piano Mr. Glenn Justice of Dallas Ms. Willia B. Murphy of Crockett Mr. Phil Simpson of Dallas Dr. William R. Johnson, President of the University Dr. Edwin Gaston, Vice President for Academic Affairs Dr. Baker Pattillo, Vice President for University Affairs Mr. Don L. Henry, Vice President for Administrative and Fiscal Affairs Dr. Nancy Speck, Interim Director of Development Mr. Robert Provan, Legal Counsel Mr. Craig Elliott, Student (Pine Log Reporter) |
Repository | East Texas Research Center |
Associated Dates | 1980-1989 |
Type | Publication |
Format | |
Rights | This item may be protected under Title 17 of the U.S. Copyright Law. It is available for non-commercial research and education. For permission to publish or reproduce, please contact the East Texas Research Center at asketrc@sfasu.edu |
Transcript | Stephen F. Austin State University Minutes of the Board of Regents Nacogdoches, Texas January 31,1984 Volume 66 INDEX Minutes of the Meeting Stephen F. Austin State University Board of Regents Held in Nacogdoches, Texas January 31, 1984 84-29 Approval of Minutes of November 1, 1983 . 2 84-30 Election of President 2 84-31 Faculty and Staff Appointments 2 84-32 Changes in Status 4 84-33 Resignations 6 84-34 Terminations 7 84-35 Requests for Leave 7 84-36 Change in Holiday Schedule 7 84-37 Deletion of Master of Arts Degree 7 84-38 Approval of Master of Music Degree 7 84-39 Approval of Master of Nursing Degree 8 84-40 Approval of Underenrolled Class Report for Spring Semester, 1984 8 84-41 Approval of Faculty Workload Reports for Spring Semester, 1984 8 84-42 Approval of Twelfth Class Day Enrollment Report for Spring Semester, 1984 8 84-43 Approval of Last Class Day Enrollment Report for Fall Semester, 1983 8 84-44 Approval of Transfer of Department of Communication to School of Applied Arts and Sciences 8 84-45 Approval of FY84 Budget Adjustments 9 84-46 Approval of FY85 Room and Board Rates r iq 84-47 Approval of 1983 Budget Transfers . n 84-48 Approval of Rotan-Mosle Contract n 84-49 Approval of Non-Academic Employee Handbook . . n 84-50 Resolution Authorizing Abandonment of East College Apartments . n 84-51 Approval of Increase in Stipends for Off- Campus Courses n 84-52 Approval of Increase in Fees for Soil Testing 12 84-53 Approval of Increase in Fees for Forage Testing 12 84-54 Approval of Transfer of Forfeited Student Property Deposits 12 84-55 Approval of Private Support Organizations Policy 12 84-56 Approval of Intramural Field Lighting Project Bid 16 84-57 Approval of Intramural Field Lighting Project Budget 16 84-58 Approval of Bid on Intramural Field Site Preparation Project 16 84-59 Approval of Intramural Field Site Preparation Project Budget 16 84-60 Acceptance of Report on Purchase of Bricks for Early Childhood Ranovation Project and Liberal Arts Addition/Renovation Project 17 84-61 Authorization to Purchase Hardware and Air Conditioners for Units If II, and III 17 84-62 Authorization to Seek Bids for Summer Projects 17 84-63 Approval of Contract with Marsellos-Scott (Miscellaneous Summer Projects) 18 84-64 Approval of Contract with Marsellos-Scott (Construction of a Dairy Facility) 18 84-65 Approval to Engage Services of Consultant on Sale of Dairy Farm 18 84-66 Approval of Contract with Marsellos-Scott (Construction of a New Forestry Field Station) 18 Contract - Rotan-Mosle Securities, Corp. 19 Resolution 23 Contract - Marsellos-Scott - Miscellaneous 28 Summer Projects Contract - Marsellos-Scott - Construction 57 of a Dairy Facility Contract - Marsellos-Scott - Construction 86 of a New Forestry Field Station MINUTES OF THE MEETING BOARD OF REGENTS STEPHEN F. AUSTIN STATE UNIVERSITY HELD IN NACOGDOCHES, TEXAS January 31, 1984 The meeting was called to order by Mr. Ted Bowen, Chairman of the Board of Regents, at 9:00 a.m. January 31, 1984. REGENTS - PRESENT.* Mr. Ted Bowen of Houston Mr. Homer Bryce of Henderson Mrs. George Cullum, Jr. of Dallas Mr. Fletcher Garner of Bridge City Mr. Luke Honea of Wildwood Mr. Larry Jackson of Piano Mr. Glenn Justice of Dallas Ms. Willia B. Murphy of Crockett Mr. Phil Simpson of Dallas STAFF - PRESENT: Dr. William R. Johnson, President of the University Dr. Edwin Gaston, Vice President for Aca demic Affairs Dr. Baker Pattillo, Vice President for University Affairs Mr. Don L. Henry, Vice President for Ad ministrative and Fiscal Affairs Dr. Nancy Speck, Interim Director of De velopment Mr. Robert Provan, Legal Counsel VISITORS: Mr. Craig Elliott, Student (Pine Log Reporter) 84-29 Upon motion of Regent Jackson, seconded by Regent Justice, with all members voting aye, it was ordered that the minutes of the meeting of November 1, 1983, be approved. 84-30 Upon motion of Regent Bryce, seconded by Regent Murphy, with all members voting aye, it was ordered that Dr. William R. Johnson be elected President of the University for the period September 1, 1984 to August 31, 1985. The Board of Regents unanimously resolved to acknowledge President William R. Johnson for his outstanding past service to the University and they further support his presidency for the coming year. 84-31 Upon motion of Regent Justice, seconded by Regent Murphy, with all members voting aye, it was ordered that the following individuals be employed for the positions, dates, and salaries indicated: 1. Department of Accounting Dr. James R. Hemingway, 58, Ph.D. (North Texas State University), Associate Professor of Accounting, at a salary rate of $34,500 for 100% time for nine months, effective September 1, 1984. 2. Department of Art Mr. Peter A. Lisieski, 27, M.F.A., (University of Massachusetts), Assistant Professor of Art, at a salary rate of $9,450 for 100% time for the spring semester, 1984 only. 3. Department of Geology Mr. Joseph R. Pate, Instructor of Geology, at a salary rate of $7,500 for 100% time for the spring semester, 1984 only. 4 . Department of Management/Marketing Mr. Robert S. Anderson, Lecturer in Management/Marketing, at a salary rate of $3,151 for 50% time for the spring semester, 1984 only. Ms. Kelley Ann Morrison, 23, M.B.A., (Stephen F. Austin State University), Lecturer in Management/Marketing, at a salary rate of $4,500 for 75% time for the spring semester, 1984 only. Ms. Linda Whiting, Lecturer in Management/Marketing, at a salary rate of $6,000 for 100% time for the spring semester, 1984 only. Ms. Whiting will be employed jointly by the Departments of Management/Marketing and Economics/Finance for the spring semester, 1984. 5. Department of Modern Languages Dr. Pedro M. Escamille, 39, Ph.D., (University of Texas-Austin), Assistant Professor of Modern Languages, at a salary rate of $11,500 for 100% time for the spring semester, 1984 only. 6. Division of Nursing Ms. Jamie Lee Harwood, 38, M.S.N., (Texas Woman's University), Instructor in Nursing, at a salary rate of $19,300 for 100% time for nine months, effective October 18, 1983. 7. Social Work Program Ms. Kathleen Sonja Brantley, 35, M.S.W., (Wayne State University), Assistant Professor of Social Work, at a salary rate of $8,775 for 100% time for the spring semester, 1984 only. Ms. Brantley will also serve as Interim Director for In-Home Educational Services. 8. Department of Sociology Mr. Patrick A. Mueller, Lecturer in Sociology, at a salary rate of $4,500 for 75% time, for the spring semester, 1984 only. Mr. Mueller will be employed jointly by the Department of Sociology and the Criminal Justice Program. 9. Applied Arts and Sciences The following individuals are employed to teach off-campus at the time, location, and for the salary indicated below: 10. University Library Ms. Nancy L. Shaffer, Assistant Reference Librarian, at a salary rate of $4,170 for 50% time for the spring semester, 1984 only. 11. University Affairs Mr. Travis C. Beardon, Assistant Manager of the Bookstore, at a salary rate of $20,000 for twelve months, effective January lf 1984. Mr. James Hess, Athletic Director and Head Football Coach, at a salary rate of $54,600 for twelve months, effective January 1, 1984. Mr. Francis Leonard Hill, Assistant Football Coach and Instructor of Physical Education, at a salary level of $31,763 for ten and one-half months, effective January 1, 1984. Mr. Lynn F. Graves, Assistant Football Coach and Instructor of Physical Education at a salary level of $31,763 for ten and one-half months, effective January 1, 1984. Mr. Paul Howard Wells, Jr., Assistant Football Coach and Instructor of Physical Education at a salary level of $30,030 for ten and one-half months, effective January 1, 1984.. Mr. Clyde Alexander, Assistant Football Coach and Instructor of Physical Education at a salary level of $30,030 for ten and one-half months, effective January 1, 1984. Mr. Gary DeLoach, Assistant Football Coach and Instructor of Physical Education at a salary level of $26,250 for ten and one-half months, effective January 1, 1984. 12. Fiscal Affairs Ms. Debrah G. Sykes, Payroll Assistant, at a salary rate of $10,400 for twelve months, effective November 15, 1983. 84-32 Upon motion of Regent Bryce, seconded by Regent Cullum, with all members voting aye, it was ordered that the following changes in status be approved: 1. Office of the Vice President for Academic Affairs Dr. Nancy C. Speck, from Associate Professor of Management/Marketing and Assistant Vice President for Academic Affairs, at a salary rate of $36,600 for 100% time for twelve months, to Associate Professor of Management/Marketing and Interiir Director of Development at a salary rate of $40,000 for 100% time for twelve mos.effective January 1, 1984 through August 31, 1984. Dr. William J. Brophy, from Professor of History and Department Chairman, at a salary rate of $40,260 for 100% time for eleven months, to Interim Assistant Vice President for Academic Affairs and Professor of History at a salary rate of $45,600 for 100% timef effective January 15, 1984. 2. Department of English Dr. Diane H. Corbin, from Lecturer of English, at a salary rate of $5,208 for 75% time to a salary rate of $6,076 for 100% time, effective October 25, 1983 through December 16, 1983. The additional time was needed to cover classes taught by Dr. Leonard Cheever, who is on medical leave. Mr. William David Whitescarver, from a salary rate of $22,565 for 100% time to a salary rate of $23,975 for 125% time, effective October 25, 1983 through December 16, 1983. The overload assignment was necessary to cover classes taught by Dr. Leonard Cheever, who is on medical leave. Ms. Deborah T. Yarrow, from a salary rate of $4,875 for 75% time to a salary rate of $5,688 for 100% time, effective October 25, 1983 through December 16, 1983. The additional time was needed to cover classes taught by Dr. Leonard Cheever, who is on medical leave. 3. Department of History Dr. Thomas Nail, from Associate Professor of History, at a salary rate of $29,843 to Associate Professor of History and Interim Department Chairman, at a salary rate of $37,552 for 100% time for twelve months, effective January 15, 1984 through July 31, 1984. 4. University Affairs Ms. Sharron Dianne Warren, from Secretary I in Student Publications at a salary rate of $8,847 to Office Manager at a salary rate of $10,067 effective November 1, 1983. Ms. Cristal Shaw, from Secretary II in Health and Physical Education to Secretary II in Women's Intercollegiate Athletics, effective October 10, 1983. Ms. Mary Ann Otwell, from Ladyjack Head Coach at a salary rate of $30,833 to other duties at a salary rate of $30,833. Mr. Don Wilhelm, from Instructor and Assistant Ladyjack Basketball Coach at a salary rate of $23,333 for ten and one-half months to Ladyjack Interim Head Basketball Coach at a salary rate of $27,500 for ten and one-half months, effective December 6, 1983. Mr. Wilhelm will have no teaching responsibilities while serving as Ladyjack Interim Head Basketball Coach. 5. Fiscal Affairs Ms, Diana Stephenson, Assistant Buyer, at a salary rate of $10,635 to Buyer at a salary rate of $13,146 for twelve months. Ms. Alicia Wolf, Buyer, at a salary rate of $14,327 to Assistant Director of Purchasing at a salary rate of $18,500 for twelve months. Mr. Gus Triana, Carpentry Foreman, at a salary rate of $23,308 to Building Trades Supervisor at a salary rate of $25,500 effective January 1, 1984. 84-33 Upon motion of Regent Honea, seconded by Regent Justice, with all members voting aye, it was ordered that the following resignations be accepted: 1. Department of Mathematics/Statistics Mr. Donald Robert Roose, Lecturer in Mathematics, effective December 17, 1983. 2. Social Work Program Ms. Carolyn S. Smith, Assistant Professor of Social Work, effective December 31, 1983. 3. University Affairs Alejandro Zambra, M.D., University Physician, effective December 2, 1983. Mary Gray, M.D., University Physician, effective December 31, 1983. 4. Fiscal Affairs Ms. Gloria Jean Royal, Payroll Assistant, effective October 31, 1983. 84-34 Upon motion of Regent Garner, seconded by Regent Murphy, with all members voting aye, it was ordered that the following termination be approved: 1. University Affairs Ms. Sylvia Howard, Accounting Clerk II, University Center, effective November 1, 1983. 84-35 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the following requests for leave of absence be honored: 1. Department of English Dr. Leonard A. Cheever, Professor of English, effective October 26, 1983 through December 17, 1983. Dr. Cheever will be on medical leave. 2. Department of Home Economics Ms. Linda K. Freiman, Instructor of Home Economics, effective November 11, 1983 through December 2, 1983. Ms. Freiman has requested maternity leave. 84-36 Upon motion of Regent Bryce, seconded by Regent Garner, with all members voting aye, it was ordered that the change in the holiday schedule, including January 2, 1984, as a holiday and deleting March 14, 1984, as a holiday, be ratified. 84-37 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Master of Arts degree with a Major in Music be deleted. 84-38 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Master of Music degree be approved as submitted in Appendix No. 1. 84-39 Upon motion of Regent Justice, seconded by Regent Honeaf with all members voting aye, it was ordered that the Master of Nursing degree be approved as submitted in Appendix No. 2. 84-40 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Chairman of the Board be authorized to approve the underenrolled class report for the spring semester, 1984. 84-41 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Chairman of the Board be authorized to approve the faculty workload reports for the spring semester, 1984. 84-42 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the Chairman of the Board be authorized to approve the twelfth class day enrollment report for the spring semester, 1984. 84-43 Upon motion of Regent Justice, seconded by Regent Honea, with all members voting aye, it was ordered that the last class day enrollment report for the fall semester, 1983 be approved as submitted at the meeting. 84-44 Upon motion of Regent Bryce, seconded by Regent Cullum, with all members voting aye, it was ordered that the transfer of the Department of Communication from the School of Fine Arts to the School of Applied Arts and Sciences be approved. 84-45 Upon motion of Regent Justice, seconded by Regent Garner, with all members voting aye, it was ordered that the following budget adjustments for FY84 be approved: Account No. Account Name Purpose Amount 1. 1302 7. 8. 9. 10. VP for Academic Additional salary for Affairs Dr. Brophy, Interim Asst. VP Academic Affairs 2. 1401 3. 1401 4. 1900 5. 1052 6. Computer Center Computer Center Stone Fort Museum Geology Purchase of disk drive for Honeywell CP-6 System Salary for added position (Programmer Analyst II) effec tive Feb. 1, 1984 Purchase of security system Additional cost of carryall vehicle for field camp Student Assistants - Carpenter Case Education and General Salary for part-time bookkeeper in Alumni Office Temporary student housing Spring Arts Festival Purchase of 61 Texas Instruments microcom puters through a special grant-purchase program Auxiliary Enterprise Surplus $ 3,364 60,000 11,000 2,814 3,104 8,368 4,500 50,000 10,000 125,000 84-46 Upon motion of Regent Honea, seconded by Reqent Murphy, with all members voting aye, it was ordered that room and board rates for FY85 be approved as follows: APARTMENTS (WITHOUT MEALS) RENT FOR MONTH UNIVERSITY WOODS 400 - 432 1 BEDROOM 2 BEDROOMS FOR ACCOUNTING PURPOSES ONLY: $ 207.00* 207.00* $ 234.00* 290.00** 432.00* 323.00*** 448.00*** * INCLUDES UTILITIES AND TELEVISION CABLE ** INCLUDES UTILITIES, TELEVISION CABLE, TELEPHONE SERVICE, AND LAUNDRY FACILITIES *** TELEVISION CABLE ONLY ROOMS CLASSIFICATION I HALLS 9, 12, 17 CLASSIFICATION II HALLS 7, 10, 13, 14 15, 16, 18 CLASSIFICATION III HALLS 1, 2, 3, 5 8, 11 FALL OR SPRING $ 541.00 518.00 400.00 MEALS 5-5 $ 287.00 5 -15 7-13 $ 700.00 $718.00 7-20 $ 741.00 SUMMER I OR II $ 204.00 195.00 167.00 5-15 $ 268.00 11 84-47 Upon motion of Regent Justice, seconded by Regent Cullum, with all members voting aye, it was ordered that the 1983 final fiscal year transfers between appropriated Elements of Cost be approved, as shown in Schedule G-l of the annual Financial Report for FY83. 84-48 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the contract with Rotan-Mosle Securities Corporation, to serve as the University's financial advisor in designing and selling a bond issue to finance student housing, be approved and the Chairman of the Board be authorized to sign the contract. (See page 19 for contract.) 84-49 Upon motion of Regent Bryce, seconded by Regent Jackson, with all members voting aye, it was ordered that the non-academic employee handbook, submitted under separate cover, be approved. 84-50 Upon motion of Regent Justice, seconded by Regent Garner, with all members voting aye, it was ordered that the resolution authorizing the abandonment of East College Apartments (Nos. 73 to 96) and the dismantling thereof in accordance with the provisions of existing bond resolutions be approved. (See page 23 for resolution.) 84-51 Upon motion of Regent Justice, seconded by Regent Garner, with all members voting aye, it was ordered that stipends paid to faculty members for teaching at the Coffield Center and the off-campus bases be increased as follows, effective September 1, 1984: One course in-load - - - - $550 plus $1.00 per mile round trip one time Two courses in-load- - - - $800 plus $1.00 per mile round trip one time One course overload- - - - $800 plus $1.00 per mile round trip one time One course in-load and - - $1,300 plus $1,00 per mile one course overload round trip one time One course taught at - - - $125 added to whichever of Coffield above amounts is appropri ate plus $1.00 per mile round trip one time 12 84-52 Upon motion of Regent Jackson, seconded by Regent Honea, with all members voting aye, it was ordered that the following changes in fees for soil testing services be approved: Test Current Fee Recommended Fee Regular Soil Test $ 4.00 $ 6.00 Regular plus Micronutrients 7.00 10.00 84-53 Upon motion of Regent Jackson, seconded by Regent Honea, with all members voting aye, it was ordered that the following changes in fees for forage testing be approved: Test Current Fee Recommended Fee Regular (protein and fiber) $ 6.00 $ 8.00 5.00* 6.00* Regular plus P,K,Ca,Mg** 8.00 14.00 7.00* 12.00* Nitrates as an add-on to the above N/A 3.0 0 *Reduced fees for hay shows and for farmers with 10 or more samples **When the ICP comes on line Fe, Mn,Zn, Cu, B, and Mo would be added to this list at no charge. 84-54 Upon motion of Regent Garner, seconded by Regent Cullum, with all members voting aye, it was ordered that $75,000 be transferred from account number 7390, Student Fund, General Property Deposit, to account number 8003, University Scholars. 84-55 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the policy on private support organizations be approved, as follows: 13 POLICY ON PRIVATE SUPPORT ORGANIZATIONS 1. GENERAL The Board of Regents recognizes that there are legally constituted private organizations whose sole or primary purpose is to benefit Stephen F. Austin State University, or teaching, research and other activities within the University. For the purposes of this policy, each such organization shall be called a ''private support organization.11 Examples of private support organizations include, but are not limited to, the alumni association, development foundations, and athletic booster organizations. The rules herein shall govern the relationship between these organizations and the University. 2. PROVISION OF UNIVERSITY EQUIPMENT AND FACILITIES TO PRIVATE SUPPORT ORGANIZATION 2.1 The Board of Regents by written contract may provide a private support organization with office space, telephone service, utilities, and the use of other university equipment and facilities. 3. SERVICE BY OFFICER OR EMPLOYEE OF THE UNIVERSITY ON BEHALF OF A PRIVATE SUPPORT ORGANIZATION 3.1 Members of the Board of Regents or other officers or employees of the University may serve in similar management or decision making positions with a private support organization. 3.2 Officers and employees of the University may perform administrative tasks for a private support organization outside of their regular working 14 hours. The Board of Regents by written contract may authorize officers and employees as a part of their regular duties to perform administrative tasks for a private support organization. Administrative tasks include, but are not limited to, activities such as the receiving, receipting, acknowl edging, and reporting of gift funds accepted by the private support organization, but do not include the solicitation of funds on behalf of the private support organization. 3.3 Officers or employees whose duties routinely include solicitation of funds on behalf of a university may solicit funds on behalf of a private support organization if such practice is approved by the Board of Regents and made the subject of written contract between the Board of Regents and the private support organization. 3.4 Officers or employees whose duties do not routinely include the solicitation of funds on behalf of the university may solicit funds on behalf of a private support organization outside of regular working hours. The Board of Regents by written contract may authorize such officers and employees as a part of their regular duties to solicit funds on behalf of the private support organization. 3.5 Any member of the Board of Regents, or officers or employees of the University serving in a management or decision making position with a private support organization, or rendering services of any kind whatsoever to a private support organization, shall receive no salary or benefit for such service from the private support organization unless the receipt of such salary or benefit is approved by the Board of Regents. 4. ADMINISTRATION AND INVESTMENT OF FUNDS HELD BY PRIVATE SUPPORT ORGANIZATION 4.1 Funds received directly by a private support organization from a -2- 15 donor are not subject to control by the Board of Regents until such organization relinquishes control of the funds to the Board. This subsection shall not apply to athletic booster organizations where it is in conflict with the rules and regulations of intercollegiate athletic associations and the Southern Association of Colleges and Schools. 4.2 No gift funds received by the University may be remitted to a private support organization unless such transfer of funds is approved in writing by the donor and the University President. In such cases, the private support organization shall invest the funds in accordance with instructions given by the donor and the University President. An account of all letters of written permission by donors and transfers of gifts and bequests shall be kept by the University and shall be reported to the State Auditor. 5. CONTRACTS WITH PRIVATE SUPPORT ORGANIZATION 5.1 Any contract with a private support organization must be approved by the Board of Regents and must: (a) provide adequate consideration to the public, (b) serve a public purpose, and (c) enable the Board of Regents to maintain sufficient control over any public resources provided by the contract to ensure that the public purpose is met. 16 84-56 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the bid with Shea-Shea Electric, Incorporated, in the amount of $169f000 for the Intramural Field Lighting Project, be approved and the Administration be authorized to issue a purchase order. 84-57 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the budget for the Intramural Field Lighting Project be approved as follows: Contractor (Shea-Shea) $169,000 Architectural Fees (approx. 7%) 11,830 Administrative Costs 2,500 Contingency 10,000 TOTAL $193,330 84-58 Upon motion of Regent Garner, seconded by Regent Honea, with all members voting aye, it was ordered that the bid with Clifton Construction/Engineering, Incorporated, in the amount of $82,862.00 for the Intramural Field Site Preparation Project, be approved and the Administration be authorized to issue a purchase order. 84-59 Upon motion of Regent Garner, seconded by Regent Honea, with all members voting aye, it was ordered that the budget for the Intramural Field Site Preparation Project be approved as follows: Contractor (Clifton) $ 82,862 Architectural Fees (approx. 7%) 5,800 Administrative Costs 7,500 Contingency 5 , 000 TOTAL $101,162 17 84-60 Upon motion of Regent Honea, seconded by Regent Jackson, with all members voting aye, it was ordered that the report on the purchase of bricks by Snyder Construction Company, contractor for the Early Childhood Renovation Project and C Construction Company, contractor for the Liberal Arts Addition/Renovation Project, be accepted. 84-61 Upon motion of Regent Cullum, seconded by Regent Jackson, with all members voting aye, it was ordered that the administration be authorized to request bids and issue purchase orders to the low bidders for hardware and air conditioners for Units I, II, and III. Estimated Cost: $83,000 Source of Funds: Pledged Property Surplus 84-62 Upon motion of Regent Justice, seconded by Regent Jackson, with all members voting aye, it was ordered that the Administration be authorized to plan and obtain competitive bids on the following summer projects: Estimated Cost 1. Renovation of Units I, II, III (cost estimate includes 84-61 above) $ 573,100 2. Recondition showers in Residence Halls 7 and 10 297,000 3. Replace wooden windows with aluminum in Mays Hall and other minor renovation 84,700 4. Replace roof on Wisely Hall and Hall 15 495,000 5. Replace roof on older section of University Center 368,500 Source of Funds: Pledged Property Surplus 6. Replace roof and repair walls on Forestry Building 83,400 7. Replace roof on McGee Building 129,300 Source of Funds: Unexpended Plant Funds 18 84-63 Upon motion of Regent Garner, seconded by Regent Murphy, with all members voting aye, it was ordered that the contract with Marsellos-Scott for the design and supervision of miscellaneous summer projects be approved and the Chairman of the Board be authorized to sign the contract. (See page 28 for contract). 84-64 Upon motion of Regent Justice, seconded by Regent Bryce, with all members voting aye, it was ordered that the contract with Marsellos-Scott to provide preliminary plans and cost estimates for the construction of a dairy facility be approved and the Chairman of the Board be authorized to sign the contract. (See page 57 for contract). 84-65 Upon motion of Regent Jackson, seconded by Regent Garner, with all members voting aye, it was ordered that the University be permitted to engage the services of Mr. Jerry Alexander to serve as a consultant with the University Administration on the sale of the dairy farm. 84-66 Upon motion of Regent Bryce, seconded by Regent Murphy, with all members voting aye, it was ordered that the architectural firm of Marsellos-Scott be employed to prepare preliminary plans and a cost estimate for the construction of a new forestry field station, and that the Chairman of the Board be authorized to sign the professional services agreement. (See page 86 for contract), \ r Meeting adjourned at 11:29 a.m. 19 CONTRACT ROTAN-MOSLE SECURITIES CORPORATION (Mr. Sam Maclin) San Antonio, Texas FINANCIAL ADVISOR IN DESIGNING AND SELLING A BOND ISSUE TO FINANCE DORMITORY 20 20 Board of Regents Stephen F. Austin State University Stephen F. Austin Station Nacogdoches, Texas 75962 Re: Stephen F. Austin State University Student Housing System Revenue Bonds, Series 1984 - New Dormitory Financing for Approximately 400 Students I. It is in connection with the authorization, design, issuance, sale and delivery of the subject bonds that we offer our professional services and our facilities as Financial Advisors and agree to perform the following duties normally performed by such advisors and to perform such other duties as in our judgment may be necessary or advisable: A. To make a study of the University's existing debt structure and after taking into consideration the past and future operations of your existing and proposed student housing and dining facilities as projected by your Staff, devise and recommend for your approval a plan of financing to cover the proposed bonds. Such plan shall include a bond maturity schedule and other terms and conditions, as will, in our opinion, result in the issuance of the bonds under terms and conditions most advantageous to the University consistent with obtaining a minimum effective interest rate. B. Under the direction of a firm of recognized municipal bond attorneys to be retained by you, and whose fees will be paid by you, to assist and advise you upon the steps necessary to be taken in the authorization, sale, issuance and final delivery of the bonds to the purchaser. We will cooperate with and furnish all financial showings which may be needed by the bond attorneys in their preparation of the required bond resolution and other proceedings. C. To compile from (1) the financial data supplied by your Staff, (2) legal information provided by your Attorneys and (3) other general information, the necessary Official Statements, Official Notices of Sale and Official Bid Forms, which shall be submitted for your approval and certification after a detailed review by your Staff and other parties involved. The foregoing Official Statement and other documents mentioned shall embody our recommended financing plan. D. To advise you of current market conditions, forthcoming bond issues and other general information and economic data which might normally be expected to influence interest rates or bidding conditions so that the date of the sale of the bonds can be set at a time which, in our opinion, will not be unfavorable. 21 E. After your approval/ to arrange for the printing and mailing of the Official Notices of Salef Official Statements and Official Bid Forms at your expense to a list of prospective bidders which we also agree to provide, F. To assemble the necessary material to make a personal presentation of same to Moodyfs Investors Service, Inc. and Standard & Poor's Corporation in New York for the purpose of obtaining favorable ratings on your bonds. The rating agency fees or charges for ratings shall be paid by you. G. To brief your Staff on procedures now required with bond registration and, if desired, to assist in developing duties and responsibilities of the registrar/paying agents as well as criteria for selecting same. H. To be present and to assist you and your Staff at the time dealer bids on the bonds are received. In this connection, we will also check the bids received for accuracy and advise you which bid, in our opinion, represents the best bid. I. If requested, to arrange for the printing of the bond forms, the cost of which shall be paid by you. J. To assist in arranging the delivery of the bonds against payment by the purchasers thereof. K. To furnish the information and supervise the finalization of the Official Statements to be provided to the purchasers of the bond issue. L. To prepare and furnish at our expense issue description and detailed debt service information to the paying agent bank and the Municipal Advisory Council of Texas, to facilitate the establishment and maintenance of proper credit reports. M. To prepare and furnish to the University detailed debt service schedules designed to facilitate debt record maintenance by the University. N. To assist you in establishing delivery procedure of the Initial Bond(s) and subsequent redelivery of the definitive bonds. 0. If requested, to advise you on the temporary reinvestment of bond proceeds. 22 P. To direct and coordinate the financial advisory phases of the bond issuance in conjunction and cooperation with your Staff and The Board's bond attorney. Q. To assume and pay our out-of-pocket expenses for intrastate travel, communications and office expense incurred in connection with the bond issue. It is specifically understood and agreed that our obligation to pay expenses is limited as stated above and shall not include any other bond issuance or delivery expenses or the expenses of any litigation, II. As consideration for the services rendered by us and as reimbursement for the expenses we are to incur, it is understood and agreed that your Board is to pay and we are to accept a cash fee based upon the total bonds delivered in each installment, in accordance with the following schedule: Amount of Issue And Not More Than More Than Financial Consultant Fee $1,000,000 $ 1,500,000 $10,175.00 plus $4.65 per $1,000 for all over $1,000,000 1,500,000 5,000,000 $12,500.00 plus $2.40 per $1,000 for all over $1,500,000 5,000,000 10,000,000 $20,900.00 plus $1.65 per $1,000 for all over $5,000,000 Such fee, plus reimbursement to us of cost we have advanced in your behalf for printing and mailing of the Official Statements and any other expenses detailed above, shall become due and payable simultaneously with the delivery of the Initial Bond(s) to the purchaser. III. It is further understood and agreed that- we or our affiliate may be a member of a bidding group on these bonds when offered for public sale. IV. This agreement shall be terminated by the delivery to the purchaser of the Initial Bond(s) covered hereby. V. This proposal is submitted in duplicate originals. When accepted by you it will constitute the entire agreement between your Board and the undersigned for the purpose and considerations herein specified. Respectfully submitted, ROTAN MOSLE INC. /s/ S. Maclin Senior Vice President ACCEPTANCE ACCEPTED pursuant to authorization by the Board of Regent^ Ste phen F. Austin State University, on this the 31 day of January, /s/ Ted Bowen 23 RESOLUTION AUTHORIZING THE ABANDONMENT OF EAST COLLEGE APARTMENTS (Nos. 73 to 96) 24 RESOLUTION AUTHORIZING THE ABANDONMENT OF APARTMENTS 7 3 TO 9 6 AND THE DISMANTLING THEREOF IN ACCORDANCE WITH PROVISIONS OF EXISTING BOND RESOLUTIONS. THE STATE OF TEXAS COUNTY OF NACOGDOCHES WHEREAS, Apartments 7 3 to 9 6 (East College Apartments) have become a part of the Housing System of 1962 facilities created by the Board of Regents in the resolution authorizing the issuance and sale of Board of Regents of the State Teachers Colleges, Stephen F. Austin State College Housing System Revenue Bonds of 1962, Series Af Bf C and D, dated October 1, 1962, and adopted by the Board on June 8, 1963; and WHEREAS, the resolution authorizing said Bonds of 1962 provided that the Board may at any time permanently abandon the use of or sell at fair market value any of its Housing System of 1962 facilities upon compliance with the terms of such resolution governing such sale or abandonment; and WHEREAS, it is the desire of the Board that Apartments 73 to 96 be abandoned as provided in Section 19, paragraphs 3 and 4; and WHEREAS, the requirements of the resolution authorizing the Bonds of 1962 for abandonment can be met; and WHEREAS, a further lien was placed on the Housing System of 1962 facilities by the resolution authorizing the issuance of Board of Regents, State Senior Colleges, Stephen F. Austin State College Building Revenue Bonds of 25 1965, Series A and B, dated October lf 1965f and adopted on May 19, 1967; and WHEREAS, such resolution authorizing the Bonds of 1965 established a lien on the revenues of thee facilities defined as "Encumbered Facilities," (subject to the lien securing the said Bonds of 1962 and other bonds on a parity therewith and other obligations theretofore paid in full), and Apartments No. 7 3 to 96 are included in such "Encumbered Facilities;" and WHEREAS, said resolution authorizing the said Bonds of 1965 set out conditions under which certain of the "Encumbered Facilities" including Apartments No. 73 to 96 may be dismantled; and WHEREAS, the conditions for such dismantling can be met; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF REGENTS OF STEPHEN F. AUSTIN STATE UNIVERSITY: 1. That it is hereby found and determined that the conditions set forth in the resolution of the Board authorizing the issuance of the Bonds of 1965 governing the abandonment of Apartments No. 7 3 to 9 6 have been met, and it is hereby declared that such Apartments No. 73 to 96 are hereby abandoned and are no longer a part of the Housing System of 1962 facilities. 2. That in support of such abandonment it is hereby certified by the Board as follows: (a) The Board is in full compliance with all covenants and undertakings in connection with all of the said Bonds of 1962 which are payable from the revenues of the Housing System of 1962 facilities or any part thereof. 26 (b) Apartments No. 73 to 96 are no longer economically feasible of producing net revenues; and (c) The estimated net revenues of the remaining Housing System of 1962 facilities (and all other revenues pledged to such Bonds of 1962 and bonds issued on a parity therewith) for the next succeeding fiscal year satisfy the test provided in said resolution authorizing the Bonds of 1962 governing the issuance of additional bonds, such test being as follows, to-wit: The estimated pledged revenues of the remaining facilities of the Housing System of 1962 plus other revenues pledged to such bonds and all bonds on a parity therewith, for the next preceding fiscal year have been certified by the Comptroller for Stephen F. Austin State University to have been equal to at least one and thirty-five hundredths (1.35) times the average annual requirements for principal and interest on the outstanding Bonds of 1962 and all outstanding bonds on a parity therewith, and the estimated net revenues of the Housing System of 1962 facilities, plus all other pledged revenues, have been determined by the Vice President for Administrative and Fiscal Affairs of the University and approved by the President of the University and is hereby approved by the Board to be at least one and thirty-five hundredths (1.35) times the average annual debt service requirements for the principal of and interest on all outstanding bonds payable from the revenues of the Housing System of 1962 facilities. 27 3. That the Board hereby exercises its right reserved in the issuance of the Bonds of 1965 to dismantle Apartments No. 73 to 96 in order to provide sites for other purposes. 4. That it is hereby found and determined that such dismantling does not violate any covenants of the Board and that the remaining revenues pledged to the payment of the Bonds of 1965 and other bonds issued on a parity thereto will be sufficient to allow the Board to meet all of the obligations pertaining to such bonds as set forth in the resolution or resolutions authorizing same. 5. That such dismantling is hereby ordered. CONTRACT MARSELLOS-SCOTT Lufkin, Texas MISCELLANEOUS SUMMER PROJECTS 28 29 CONTRACT FOR ARCHITECTURAL SERVICES CITY OF NACOGDOCHES THE STATE OF TEXAS COUNTY OF NACOGDOCHES / THIS AGREEMENT made as of the Thirty First day of January in the year Nineteen Hundred and Eighty Four and between the BOARD OF REGENTS STEPHEN F, AUSTIN STATE UNIVERSITY, NACOGDOCHES, TEXAS acting herein by and through its President, hereinafter called the Owner, and MARSELLOS-SCOTT, ARCHITECTS-ENGINEERS, Lufkin, Texas hereinafter called the Architect for the following project: PROFESSIONAL ASSISTANCE IN MISCELLANEOUS PROJECTS The Owner and the Architect agree as set forth below. NOW, THEREFORE, the Owner and the Architect for the considerations hereinafter set forth agree as follows: I. The Architect Shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. The Owner shall compensate the Architect in accordance with the Terms and Conditions of this Agreement as stated in Article 14. All such payments and every payment herein provided shall be from current funds available to Owner and as applicable to the projects involved for expenditure for the use and benefit of Stephen F. Austin State University. III. The Architect and the Owner further agree to the following Terms and Conditions: 30 ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the five phases described in Paragraphs 1.1 through 1.5 and include normal structural, mechanical and electrical engineering services and any other services included in Article 15 as part of Basic Services. 1.1 SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall review the under standing of such requirements with the Owner. -2- 31 1.1.2 The Architect shall provide a preliminary evaluation of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. 1.1.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget re quirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other'documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a Statement of Probable Con-struction Cost based on current area, volume or other unit costs. 1.2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Documents and any adjust ments authorized by the Owner in the program or Project budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to architectural, structural, mechanical and electrical systems, materials'and such other elements as may be appropriate. 1.2.2 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. 1.3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 Based on the approved Design Development Documents and any further adjustments in the scope of quality of the Project or in the Project budget 32 authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifi cations setting forth in detail the requirements for the construction of the Project. 1.3-2 The Architect shall assist the Owner in the preparation of the necessary bidding forms, the Conditions of the Contract, and the form of the Agree ment between the Owner and the Contractor. 1.3.3 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Construction Cost indicated by changes in re quirements or general market conditions. 1.3.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of government authorities having jurisdiction over the Project. 1.4 BIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. ?.< 1.5 CONSTRUCTION PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation to provide Basic Services under this Agreement, will terminate when final payment to the Contractor is due, or in the absence of a final Certificate for -4- 33 Payment or of such due date, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. 1.5.2 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 1.5.3 The Architect shall be a representative of the Owner during the Construc tion Phase, and shall advise and consult with the Owner. Instructions to the Contractor shall be forwarded through the Architect. The Architect shall have authority to act on behalf of the Owner only to the extent pro vided in the Contract Documents unless otherwise modified by written instrument in accordance with Subparagraph 1.5.16. 1.5.4 The Architect shall visit the site at intervals appropriate to the stage of. construction or as otherwise agreed by the Architect in writing to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding,in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of such on-site observations as an Architect, the Architect shall keep the Owner informed of the progress and quality of the work, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. -5- 34 1.5.5 The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for the acts or omissions of the Contractor, Subcon tractors or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 1.5.6 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.5.7 The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's Applications for Payment, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observations at the site as provided in Subparagraph 1.5.4 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge, information, and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable 35 prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. 1.5.9 The Architect shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor. The Architect shall render interpretations necessary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written decisions, within a reasonable time, on all claims, disputes and other matters in question between the Owner and the Contractor relating to the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.10 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful performance by any interpretation or decision rendered in good faith in such capacity. 1.5.11 The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. The -7- 36 Architect's decisions on any other claims, disputes or other matters, includ ing those in question between the Owner and the Contractor, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. 1.5.12 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Architect will have author ity to require special inspection or testing of the Work in accordance with the provision of the Contract Document, whether or not such Work be then fabricated, installed or completed. 1.5.13 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 1.5.14 The Architect shall prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 37 1.5.15 The Architect shall conduct inspections to determine the Dates of Substantial Completion and final completion, shall receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment. 1.5.16 The extent of the duties, responsibilities and limitations of authority of the Architect as the Owner's representative during construction shall not be modified or extended without written consent of the Owner, the Contractor and the Architect. 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.6.1 If the Owner and Architect agree that more extensive representation at the site than is described in Paragraph 1.5 shall be provided, the Architect shall provide one or more Project Representatives to assist the Architect in carrying out such responsibilities at the site. 1.6.2 Such Project Representatives shall be selected, employed and directed by the Architect -, and the Architect shall be compensated therefor as mutually agreed between the Owner and the Architect as set forth in an exhibit appended to this Agreement, which shall describe the" duties, responsibilities and limitations of authority of such Project Representatives. 1.6.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representa tion shall not modify the rights, responsibilities or obligations of the Architect as described in Paragraph 1.5. -9- ^ 38' 1.7 ADDITIONAL SERVICES The following Services are not included in Basic Services unless so identified in Article 15. They shall be provided if authorized or con-firmed in writing by the Owner, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. 1.7.1 Providing analyses of the Owner's needs, and programming the re quirements of the Project. 1.7.2 Providing financial feasibility or other special studies. 1.7.3 Providing planning surveys, site evaluations, environmental studies or comparative studies of prospective sites, and preparing special surveys, studies and submissions required for approvals of govern mental-authorities or others having jurisdiction over the Project. 1.7.4 Providing services relative to future facilties, systems and equipment which are not intended to be constructed during the Construction Phase. 1.7.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the Owner. 1.7.6 Preparing documents of alternate, separate or sequential bids or pro viding extra services in connection with bidding, negotiation or con struction prior to the completion of the Construction Documents Phase, when requested by the Owner. -10- 39 1.7.7 Providing coordination of Work performed by separate contractors or by the Owner's own forces, 1.7.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. / 1.7.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quantity surveys or inventories of material, equipment and labor. 1.7.10 Providing services for planning tenant or rental spaces. 1.7.11 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents or are due to other causes not solely within the control of the Architect. 1.7.12 Preparing Drawings, Specifications and supporting data and providing other services in'connection with Change Orders to the extent that the adjustment in the Basic Compensation resulting from the adjusted Con struction Cost is not commensurate with the services required of the Architect, provided such Change Orders are required by causes not solely within the control of the Architect. 1.7.13 Making investigations, surveys, valuations, inventories or detailed appraisals of existing facilities, and services required in connection with construction performed by the Owner. -11- 40 1.7.14 Providing consultation concerning replacement of any Work damaged by fire or other cause during construction, and furnishing services as may be required in connection with the replacement of such Work. 1.7.15 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 1.7.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adjusting and balancing, pre paration of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 1.7.17 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than sixty days after the Date of Substantial Completion of the Work. 1.7.18 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding. 1.7.19 Providing services of consultants for other than the normal architectural, structural, mechanical and electrical engineering services for the Project. 1.7.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted archi tectural practice. -12- 41 ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information regarding requirements for the Project including a program, which shall set forth the Owner's design objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability, special equipment and systems and site requirements. 2.2 If the Owner provides a budget for the Project it shall include contingen cies for bidding, changes in the Work during construction, and other costs which are the responsibility of the Owner, including those des cribed in this Article 2 and in Subparagraph 3.1.2. The Owner shall, at the request of the Architect, provide a statement of funds available for the Project, and their source. 2.3 The Owner shall designate, when necessary, a representative authorized to act in the Owner's behalf with respect to the Project. The Owner or such authorized representative shall examine the documents submitted by the Architect and shall render decisions pertaining ther'eto promptly, to avoid unreasonable delay in the progress of the Architect's services. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to -13- 42 existing buildings, other improvements and trees; and full informa tion concerning available service and utility lines both public and private, above and below grade including inverts and depths. 2.5 The Owner shall furnish the services of soil engineers or other con sultants when such services are deemed necessary by the Architect. Such services shall include test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests, including necessary operations for determining sub soil, air and water conditions, with reports and appropriate professional recommendations. 2.6 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law or the Contract Documents. 2.7 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including such auditing services as the Owner may require to verify the Con tractor's Applications for Payment or to-ascertain how or for what pur poses the Contractor uses the moneys paid by or on behalf of the Owner. 2.8 The services, information, surveys and reports required by Paragraphs 2.4 through 2.7 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. -14- 43 2.9 If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents, prompt written notice thereof shall be given by the Owner to the Architect. 2.10 The Owner shall furnish required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Architect's services and of the Work. ARTICLE 3 CONSTRUCTION COST 3.1 DEFINITION 3.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 3.1.2 The Construction Cost shall include at current market rates, including a reasonable allowance for overhead and profit, the cost of labor and materials furnished by the Owner and any equipment which has been designed, specified, selected or specially provided for by the Architect. 3.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner as provided in Article 2. 3.2 RESPONSIBILITY FOR CONSTRUCTION COST 15- 44 3.2.1 Evaluations of the Owner's Project budget, Satements of Probable Construction Cost and Detailed Estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Project budget proposed, established or approved by the Owner, if any, or from any Statement or Probable Construction Cost or other cost estimate or evaluation prepared by the Architect. 3.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget under Subparagraph 1.1.2 or Paragraph 2.2 or otherwise, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Any such fixed limit shall be -16- ■ 45 increased in the amount of any increase in the Contract Sum occurring after execution of the Contract for Construction. 3.2.3 If the Bidding or Negotiation Phase has not commenced within three months after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect any change in the general level of prices in the con struction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 3.2.4 If a Project budget or fixed limit of Construction Cost (adjusted as provided in Subparagraph 3.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall (1) give written approval of an increase in such fixed limit, (2) authorize renegotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragraph 10.2, or (4) cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4), provided a fixed limit of Construction Cost has been es tablished as a condition of this Agreement, the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to comply with the fixed limit. The providing of such service shall be the limit of the Architect's responsibility arising from the estab lishment of such fixed limit, and having done so, the Architect shall be entitled to compensation for all services performed, in accordance with this Agreement, whether or not the Construction Phase is commenced, -17- 46 ARTICLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as the direct salaries of all the Architect's personnel engaged on the Project, and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. ARTICLE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the Compensation for Basic and Additional Services and include actual expenditures made by the Architect and the Architect's employees and consultants in the interest of the Project for the expenses listed in the following Subparagraphs: 5.1.1 Fees paid for securing approval of authorities having jurisdiction over the Project. 5.1.2 Expense of data processing and photographic production techniques when used in connection with Additional Services. 5.1.3 Expense of any additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants. -18- 47 ARTICLE 6 PAYMENTS TO THE ARCHITECT 6.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 6.1.1 Payments for Basic Services shall be made monthly and shall be in proportion to services performed within each Phase of Services, on the basis set forth in Article 14. 6.1.2 If and to the extent that the Contract Time initially established in the Contract for Construction is exceeded or extended through no fault of the Architect, compensation for any Basic Services required for such ex tended period of Administration of the Construction Contract shall be computed as set forth in Paragraph 14.2 for Additional Services. 6.1.3 When compensation is based on a percentage of Construction Cost, and any portions of the Project are deleted or otherwise not constructed, com pensation for such portions of the Project shall be payable to the extent »■ services are performed on such portions, in accordance with the schedule set forth in Subparagraph 14.1.2 based on. (1) the lowest bona fide bid or negotiated proposal or, (2) if no such bid or proposal is received, the most recent Statement of Probable Construction Cost or Detailed Estimate of Construction Cost for such portions of the Project. 6.2 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 6.2.1 Payments on account of the Architect's Additional Services as defined in Paragraph 1.7 and for Reimbursable Expenses as defined in Article 5 shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. — -19- 48 6.3 PAYMENTS WITHHELD 6.3.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is held legally liable. 6.4 PROJECT SUSPENSION OR TERMINATION 6.4.1 If the Project is abandoned in whole or in part, the Architect shall be compensated for all services performed prior to receipt of written notice from the Owner of such abandonment, together with Reimbur sable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. If the Project is resumed after being suspended for more than three months, the Architect's compensation shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.1 Records of Reimbursable Expenses and expenses pertaining to Addi tional Services and services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on the basis of generally accepted accounting principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 8 OWNERSHIP AND USE OF DOCUMENTS 8.1 Drawings and Specifications as instruments of service are and shall -20- 49 remain the property of the Architect whether the Project for which they are made is executed.or not. The Owner shall be permitted to retain copies of Drawings, Specifications for information and reference in connection with the Owner's use and occupancy of the Project. The Drawings and Specifications shall not be used by the Owner on other projects, for additions to this Project, or for completion of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. 8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's rights. ARTICLE 9 ARBITRATION 9.1 All claims, disputes and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construction Industry-Arbitration Rules of the American Arbitration Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of or relating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional person not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by the Architect, the -21- 50 Owner, and any other person sought to be joined. Any consent to arbitration involving an additional person or persons shall not constitute • consent to arbitration of any dispute not described therein. This Agreement to arbitrate and any agreement to arbitrate with an addi tional person or persons duly consented to by the parties to this Agree ment shall be specifically enforceable under the prevailing arbitration law. 9.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Associa tion. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 9.3 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE-10 TERMINATION OF AGREEMENT 10.1 This Agreement may be terminated by either party upon seven days1 written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. -22- 51 10.2 This Agreement may be terminated by the Owner upon at least seven days1 written notice to the Architect in the event that the Project is permanently abandoned. 10.3 In the event of termination not the fault of the Architect, the Architect shall be compensated for all services performed to termination date, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. 10.4 Termination Expenses include expenses directly attributable to termina tion for which the Architect is not otherwise compensated, plus an amount computed as a percentage of the total Basic and Additional Com pensation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic Design Phase; or 10 percent if termination occurs during the Design Develop ment Phase; or 5 percent if termination occurs during any subsequent phase. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be governed by the law of the principal place of business of the Architect. 11.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. -23- 52 11.3 As between the parties to this Agreement: as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the relevant Date of Substantial Completion of the Work, and as to any acts or failures to act occurring after the relevant Date of Substantial Completion, not later than the date of issuance of the final Certificate for Payment. 11.4 The Owner and the Architect waive all rights against .each other and against the contractors, consultants, agents and employees of the other for damages covered by any property insurance during construction as set forth in the edition of AIA Document A201, General Conditions, current as of the date of this Agreement. The Owner and the Architect each shall require appropriate similar waivers from their contractors, consultants and agents. ARTICLE 12 SUCCESSORS AND ASSIGNS ■ 12.1 The Owner-and the Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party witfi respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer any interest in this Agreement without the written consent of. the other. , .. ^ . -24- 53 ARTICLE 13 ■ EXTENT OF AGREEMENT 13-1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, re presentations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. ARTICLE 14 BASIS OF COMPENSATION The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as follows: 14.1 BASIC COMPENSATION 14 .1.1 FOR BASIC SERVICES , as described in Paragraphs 1.1 through 1.5, and any other services included in Article 15 as part of Basic Services, Basic Compensation shall be computed as follows: -25- 54 Principals time at the fixed rate of $85.00 per hour. For the purpose of this agreement the principals are: Wilbur Kent Floyd Marsellos Ray, Scott Employees time (other than principals) at a multiple of 2-1/2 times the employee's Direct Personnel Expense as defined in Article 4. 14.1.2 FOR SERVICES OF CONSULTANTS, including structural, mechanical and electrical engineering services, a multiple of (1.5) times the amounts billed to the Architect for such services. 14.2 FOR REIMBURSABLE EXPENSES, as described in Article 5, a multiple of (1.0) times the amounts expended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.3 Payments due the Architect and unpaid under this Agreement shall bear interest beginning sixty days from the date payment is due at the rate of 10%. . 14.4 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.5 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. -26- of Additional Services, a multiple of (1.5) times the amounts billed to the Architect for such services. 14.3 ^ FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 15 as Reimbursable Expenses, a multiple of (1.0) times the amounts expended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.4 Payments due the Architect and unpaid under this Agreement shall bear interest beginning sixty days from the date payment is due at the rate of 6%. 14.5 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.5.1 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. • ARTICLE 15 OTHER CONDITIONS OR SERVICES STATEMENT OF CERTIFICATION The Texas Board of Architectural Examiners, 5555 N. Lamar Blvd. , Bldg. H-117, Austin, Texas 78751, Phone: 512-458-1363, has jurisdiction over individuals licensed under the Architects Registration Law, Article 249a, VTCS. ARTICLE 16 It is understood that the Architect will be instructed by the Owner to proceed with conceptual studies and such schematic design studies as are required to establish the scope of the project and a cost estimate; and that any further service by the architect will be upon the request of the Owner. "27- 56 NUMBER OR COUNTERPART COPIES This Contract is executed in four counterparts. IN WITNESS WHEREOF the parties hereto have made and executed this Agreement, the day and year first above written. BOARD OF REGENTS STEPHEN F . AUSTIN STATE UNIVERSITY By. ( ■ < Chairman of the Board ATTEST: Secretary /y MARSELLOS-SCOTT, ARCHITECTS-ENGINEERS CONTRACT MARSELLOS-*-SCOTT Lufkin, Texas CONSTRUCTION OF A DAIRY FACILITY 57 58 CONTRACT FOR ARCHITECTURAL SEE.VICES CITY OF NACOGDOCHES THE STATE OF TEXAS COUNTY OF NACOGDOCHES THIS AGREEMENT made as of the Thirty First day of January in the year Nineteen Hundred and Eighty Four and between the BOARD OF REGENTS STEPHEN F. AUSTIN STATE UNIVERSITY, NACOGDOCHES, TEXAS acting herein by and through its President, hereinafter called the Owner, and MARSELLOS -SCOTT, ARCHITECTS-ENGINEERS, Lufkin, Texas hereinafter called the Architect for the following project: CONSTRUCTION OF A DAIRY FACILITY The Owner and the Archifect agree as set forth below, NOW, THEREFORE, the Owner and the Architect for the considerations hereinafter set forth agree as follows: I. The Architect Shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement* , II. The Owner shall compensate the Architect in -accordance with the Terms and Conditions of this Agreement as stated in Article 14. All such payments and every payment herein provided shall be from Educational and General Funds available to Owner and as applicable to the project involved for expenditure for the use and benefit of Stephen F. Austin State University. III. The Architect and the Owner further agree to the following Terms and Conditions: 59 ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the five phases described in Paragraphs 1.1 through 1.5 and include normal structural, mechanical and electrical engineering services and any other services included in Article 15 as part of Basic Services. 1.1 SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall review the under standing of such requirements with the Owner. -2- 60 1.1.2 The Architect shall provide a preliminary evaluation of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. 1.1.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget re quirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a Statement of Probable Con struction Cost based on current area, volume or other unit costs. 1.2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Documents and any adjust ments authorized by the Owner in the program or Project budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. 1.2.2 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. 1.3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 Based on the approved Design Development Documents and any further adjustments in the scope of quality of the Project or in the Project budget -3- 61 authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifi cations setting forth in detail the requirements for the construction of the Project. 1.3.2 The Architect shall assist the Owner in the preparation of the necessary bidding forms, the Conditions of the Contract, and the form of the Agree ment between the Owner and the Contractor. 1.3.3 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Construction Cost indicated by changes in re quirements or general market conditions. 1.3.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of government authorities having jurisdiction over the Project. 1.4 BIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. 1.5 CONSTRUCTION PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation to provide Basic Services under this Agreement, wiU terminate when final payment to the Contractor is due, or in the absence of a final Certificate for -4- 62 Payment or of such due date, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. 1.5.2 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 1.5.3 The Architect shall be a representative of the Owner during the Construc tion Phase, and shall advise and consult with the Owner. Instructions to the Contractor shall be forwarded through the Architect. The Architect ' shall have authority to act on behalf of the Owner only to the extent pro vided in the Contract Documents unless otherwise modified by written instrument in accordance with Subparagraph 1.5.16. 1.5.4 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Architect in writing to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of such on-site observations as an Architect, the Architect shall keep the Owner informed of the progress * and quality of the work, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. -5- 63 1.5.5 The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for the acts or omissions of the Contractor, Subcon tractors or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 1.5.6 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.5.7 The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's Applications for Payment, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observations at the site as provided in Subparagraph 1.5.4 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge, information, and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable -6- 64 - prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a / Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. 1.5.9 The Architect shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor. The Architect shall render interpretations necessary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written decisions, within a reasonable time, on all claims, disputes and other matters in question between the Owner and the Contractor relating to the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.10 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful performance by any interpretation or decision rendered in good faith in such capacity. 1.5.11 The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. The -7- 65 Architect's decisions on any other claims, disputes or other matters, includ ing those in question between the Owner and the Contractor, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. 1.5.12 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Architect will have author ity to require special inspection or testing of the Work in accordance with the provision of the Contract Document, whether or not such Work be then fabricated, installed or completed. 1.5.13 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 1.5.14 The Architect shall prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. -8- 66 1.5.15 The Architect shall conduct inspections to determine the Dates of Substantial Completion and final completion, shall receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment. 1.5.16 The extent of the duties, responsibilities and limitations of authority of the Architect as the Owner's representative during construction shall not be modified or extended without written consent of the Owner, the Contractor and the Architect. 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.6.1 If the Owner and Architect agree that more extensive representation at the site than is described in Paragraph 1.5 shall be provided, the Architect shall provide one or more Project Representatives to assist the Architect in carrying out such responsibilities at the site. 1.6.2 Such Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed between the Owner and the Architect as set forth in an exhibit appended to this Agreement, which'shall describe the duties, responsibilities and limitations of authority of such Project Representatives. 1.6.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representa tion shall not modify the rights, responsibilities or obligations of the Architect as described in Paragraph 1.5. -9- ^ 67 1.7 ADDITIONAL SERVICES The following Services are not included in Basic Services unless so identified in Article 15. They shall be provided if authorized or con firmed in writing by the Owner, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. 1.7.1 Providing analyses of the Owner's needs, and programming the re quirements of the Project. 1.7.2 Providing financial feasibility or other special studies. 1.7.3 Providing planning surveys, site evaluations, environmental studies or comparative studies of prospective sites, and preparing special surveys, studies and submissions required for approvals of govern mental authorities or others having jurisdiction over the Project. 1.7.4 Providing services relative to future facilti.es, systems and equipment which are not intended to be constructed during the Construction Phase. 1.7.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the Owner. 1.7.6 Preparing documents of alternate, separate or sequential bids or pro viding extra services in connection with bidding, negotiation or con struction prior to the completion of the Construction Documents Phase, when requested by the Owner. -10-. 68 1.7.7 Providing coordination of Work performed by separate contractors or by the Owner's own forces. 1.7.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. 1.7.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quantity surveys or inventories of material, equipment and labor. 1.7.10 Providing services for planning tenant or rental spaces. -1.7.11 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents or are due to other causes not solely within the control of the Architect. 1.7.12 Preparing Drawings, Specifications and supporting data and providing other services in connection with Change Orders to the extent that the adjustment in the Basic Compensation resulting from the adjusted Con struction Cost is not commensurate with the services required of the Architect, provided such Change Orders are required by causes not solely within the control of the Architect. 1.7.13 Making investigations, surveys, valuations, inventories or detailed appraisals of existing facilities, and services required in connection with construction performed by the Owner. -11- 69 1.7.14 Providing consultation concerning replacement of any Work damaged by fire or other cause during construction, and furnishing services as may be required in connection with the replacement of such Work. 1.7.15 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 1.7.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adjusting and balancing, pre paration of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 1.7.17 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than sixty days after the Date of Substantial Completion of the Work. 1.7.18 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding. 1.7.19 Providing services of consultants for other than the normal architectural, structural, mechanical and electrical engineering services for the Project. 1.7.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted archi tectural practice. -12- 70 ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information regarding requirements for the Project including a program, which shall set forth the Owner's7 design objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability, special equipment and systems and site requirements. 2.2 If the Owner provides a budget for the Project it shall include contingen cies for bidding, changes in the Work during construction, and other costs which are the responsibility of the Owner, including those des cribed in this Article 2 and in Subparagraph 3.1.2. The Owner shall, at the request of the Architect, provide a statement of funds available for the Project, and their source. 2.3 The Owner shall designate, when necessary, a representative authorized to act in the Owner's behalf with respect to the Project. The Owner or such authorized representative shall examine the documents submitted by the Architect and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to -13- ^ 71 existing buildings, other improvements and trees; and full informa tion concerning available service and utility lines both public and private, above and below grade including inverts and depths. 2.5 The Owner shall furnish the services of soil engineers or other con sultants when such services are deemed necessary by the Architect. Such services shall include test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests, including necessary operations for determining sub soil, air and water conditions, with reports and appropriate professional recommendations. 2.6 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law or the Contract Documents. 2.7 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including such auditing services as the Owner may require to verify the Con tractor's Applications for Payment or to ascertain how or for what pur poses the Contractor uses the moneys paid by or on behalf of the Owner. 2.8 The services, information, surveys and reports required by Paragraphs 2.4 through 2.7 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. -14- 72 2-9 If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents, prompt written notice thereof shall be given by the Owner to the Architect. 2.10 The Owner shall furnish required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Architect's services and of the Work, ARTICLE 3 CONSTRUCTION COST 3.1 DEFINITION 3.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 3.1.2 The Construction Cost shall include at current market rates, including a reasonable allowance for overhead and profit, the cost of labor and materials furnished by the Owner and any equipment which has been designed, specified, selected or specially provided for by the Architect. 3.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner as provided in Article 2. 3.2 RESPONSIBILITY FOR CONSTRUCTION COST 15- 73 3.2.1 Evaluations of the Owner's Project budget, Satements of Probable Construction Cost and Detailed Estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Project budget proposed, established or approved by the Owner, if any, or from any Statement or Probable Construction Cost or other cost estimate or evaluation prepared by the Architect. 3.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget under Subparagraph 1.1.2 or Paragraph 2.2 or otherwise, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Any such fixed limit shall be -16- 74 increased in the amount of any increase in the Contract Sum occurring after execution of the Contract for Construction. 3.2.3 If the Bidding or Negotiation Phase has not commenced within three months after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be -adjusted to reflect any change in the general level of prices in the con- . struction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 3.2.4 If a Project budget or fixed limit of Construction Cost (adjusted as provided in Subparagraph 3.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall (1) give written approval of an increase in such fixed limit, (2) authorize renegotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragraph 10.2, or (4) cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4) , provided a fixed limit of Construction Cost has been es tablished as a condition of this Agreement, the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to comply with the fixed limit. The providing of such service shall be the limit of the Architect's responsibility arising from the estab lishment of such fixed limit, and having done so, the Architect shall be entitled to compensation for all services performed, in accordance with this Agreement, whether or not the Construction Phase is commenced. -17- 75 ARTICLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense is defined as the direct salaries of all the Architect's personnel engaged on the Project, and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. ARTICLE 5 REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the Compensation for Basic and Additional Services and include actual expenditures made by the Architect and the Architect's employees and consultants in the interest of the Project for the expenses listed in the following Subparagraphs: 5.1.1 Fees paid for securing approval of authorities having jurisdiction over the Project. 5.1.2 Expense of data processing and photographic production techniques when used in connection with Additional Services. 5.1.3 Expense of any additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants. -18- 76 ARTICLE 6 PAYMENTS TO THE ARCHITECT 6.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 6.1.1 Payments for Basic Services shall be made monthly and shall be in proportion to services performed within each Phase of Services, on the basis set forth in Article 14. 6.1.2 If and to the extent that the Contract Time initially established in the Contract for Construction is exceeded or extended through no fault of the Architect, compensation for any Basic Services required for such ex tended period of Administration of the Construction Contract shall be computed as set forth in Paragraph 14.2 for Additional Services. 6.1.3 When compensation is based on a percentage of Construction Cost, and any portions of the Project are deleted or otherwise not constructed, com pensation for such portions of the Project shall be payable to the extent services are performed on such portions, in accordance with the schedule set forth in Subparagraph 14.1.2 based on (1) the lowest bona fide bid or negotiated proposal or, (2) if no such bid or proposal is. received, the most recent Statement of Probable Construction Cost or Detailed Estimate of Construction Cost for such portions of the Project. 6.2 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 6.2.1 Payments on account of the Architect's Additional Services as defined in Paragraph 1.7 and for Reimbursable Expenses as defined in Article 5 shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. -19- 77 6.3 PAYMENTS WITHHELD 6.3.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is held legally liable. 6.4 PROJECT SUSPENSION OR TERMINATION 6.4.1 If the Project is abandoned in whole or in part, the Architect shall be compensated for all services performed prior to receipt of written notice from the Owner of such abandonment, together with Reimbur sable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. If the Project is resumed after being suspended for more than three months, the Architect's compensation shall be equitably adjusted. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.1 Records of Reimbursable Expenses and expenses pertaining to Addi tional Services and services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on the basis of generally accepted accounting principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 8 OWNERSHIP AND USE OF DOCUMENTS 8.1 Drawings and Specifications as instruments of service are and shall -20- 78 remain the property of the Architect whether the Project for which they are made is executed or not. The Owner shall be permitted to retain copies of Drawings, Specifications for information and reference in connection with the Owner's use and occupancy of the Project. The Drawings and Specifications shall not be used by the Owner on other projects, for additions to this Project, or for completion of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. 8.2 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's rights. ARTICLE 9 ARBITRATION 9.1 All claims, disputes and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of or relating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional person not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by the Architect, the -21- 79 Owner, and any other person sought to be joined. Any consent to arbitration involving an additional person or persons shall not constitute consent to arbitration of any dispute not described therein. This Agreement to arbitrate and any agreement to arbitrate with an addi tional person or persons duly consented to by the parties to this Agree ment shall be specifically enforceable under the prevailing arbitration law. 9.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Associa tion. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 9.3 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 10 TERMINATION OF AGREEMENT 10,1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. -22- 80 10.2 This Agreement may be terminated by the Owner upon at least seven days1 written notice to the Architect in the event that the Project is permanently abandoned. 10.3 In the event of termination not the fault of the Architect, the Architect shall be compensated for all services performed to termination date, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. 10.4 Termination Expenses include expenses directly attributable to termina tion for which the Architect is not otherwise compensated, plus an amount computed as a percentage of the total Basic and Additional Com pensation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic Design Phase; or 10 percent if termination occurs during the Design Develop ment Phase; or 5 percent if termination occurs during any subsequent phase. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be governed by the law of the principal place of business of the Architect. 11.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. -23- 81 11 *3 As between the parties to this Agreement: as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the relevant Date of Substantial Completion of the Work, and as to any acts or failures to act occurring after the relevant Date of Substantial Completion, not later than the date of issuance of the final Certificate for Payment. . . 11 *4 The Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages covered by any property insurance during construction as set forth in the edition of AIA Document A201, General Conditions, current as of the date of this Agreement. The Owner and the Architect each shall require appropriate similar waivers from their contractor's/-, consultants and agents. ARTICLE 12 SUCCESSORS AND ASSIGNS 12-1 The Owner and the-Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. -24- 82 ARTICLE 13 EXTENT OF AGREEMENT 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, re presentations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. ARTICLE 14 BASIS OF COMPENSATION The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as follows: 14.1 BASIC COMPENSATION 14.1.1 FOR BASIC SERVICES, as described in Paragraphs 1.1 through 1.5, and any other services included in Article 15 as part of Basic Services, Basic Compensation shall be computed as follows: Principals time at the fixed rate of $85.00 per hour. For the purpose of this agreement the principals are:. Floyd Marsellos Ray Scott Employees time (other than principals) at a multiple of 2-1/2 times the employee's Direct Personnel Expense as defined in Article 4. -25- 83 14.1.2 FOR SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 1.7.21 or identified in Article 15 as part of Additional Services, a multiple of (1.5) times the amounts billed to the Architect for such services. 14.2 FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 15 as Reimbursable Expenses, a multiple of (1.0) times the amount expended by the Architect, the Architect1 employees and consultants in the interest of the Project. 14.3 Payments due the Architect and unpaid under this Agreement shall bear interest beginning sixty days from the date payment is due at the rate of 10%. 14.4 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.4.1 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. ARTICLE 15 OTHER CONDITIONS OR SERVICES STATEMENT OF CERTIFICATION The Texas Board of Architectural Examiners, 5555 N. Lamar Blvd. , Bldg. H-117, Austin, Texas 78751, Phone: 512-458-1363, has jurisidiction over individuals licensed under the Architects Registration Law, Article 249a, VTCS . -26- 84 ARTICLE 16 It is understood that the Architect will be instructed by the Owner to proceed with conceptual studies and such schematic design studies as are required to establish the scope of the project and a cost estimate; and that any further service by the architect will be upon the request of the Owner. -27- 85 NUMBER OR COUNTERPART COPIES This Contract is executed in four counterparts. IN WITNESS WHEREOF the parties hereto have made and executed this Agreement, the day and year first above written. BOARD OF REGENTS STEPHEN F . AUSTIN STATE UNIVERSITY By /// Chairman of the Board ATTEST: Secretary//' MARSELLOS-SCOTT, ARCHITECTS-ENGINEERS / ™ 86 CONTRACT MARSELLOS-SCOTT Lufkin, Texas CONSTRUCTION OF A NEW FORESTRY FIELD STATION 87 CONTRACT FOR ARCHITECTURAL SERVICES CITY OF NACOGDOCHES THE STATE OF TEXAS COUNTY OF NACOGDOCHES THIS AGREEMENT made as of the Thirty First day of January in 7 the year Nineteen Hundred and Eighty Four and between the BOARD QF REGENTS STEPHEN F. AUSTIN STATE UNIVERSITY, NACOGDOCHES, TEXAS acting herein by and through its President, hereinafter called the Owner, and MARSELLOS-SCOTT, ARCHITECTS -ENGINEERS , Lufkin, Texas hereinafter called the Architect for the following project: NEW FORESTRY FIELD STATION The Owner and the Architect agree is set forth below. NOW, THEREFORE, the Owner and the Architect for the considerations hereinafter set forth agree as follows: I. The Architect Shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. The Owner shall compensate the Architect in accordance with the Terms and Conditions of this Agreement as stated in Article 14. All such payments and every payment herein provided shall be from House Bill I funds available to Owner and as applicable to the project involved for expenditure for the use and benefit of Stephen F. Austin State University. III. The Architect and the Owner further agree to the following Terms and Conditions: 88 ARTICLE 1 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the five phases described in Paragraphs 1.1 through 1.5 and include normal structural, mechanical and electrical engineering services and any other services included in Article 15 as part of Basic Services. 1.1 SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall review the under standing of such requirements with the Owner. -2- 89 1.1.2 The Architect shall provide a preliminary evaluation of the program and the Project budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 3.2.1. 1.1.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 1.1.4 Based on the mutually agreed upon program and Project budget re quirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 1.1.5 The Architect shall submit to the Owner a Statement of Probable Con struction Cpst based on current area, volume or other unit costs. 1.2 DESIGN DEVELOPMENT PHASE 1.2.1 Based on the approved Schematic Design Documents and any adjust ments authorized by the Owner in the program or Project budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. 1.2.2 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. 1. 3 CONSTRUCTION DOCUMENTS PHASE 1.3.1 Based on the approved Design Development Documents and any further adjustments in the scope of quality of the Project or in the Project budget -3- 90 authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifi cations setting forth in detail the requirements for the construction of the Project. 1.3.2 The Architect shall assist the Owner in the preparation of the necessary bidding forms, the Conditions of the Contract, and the form of the Agree ment between the Owner and the Contractor. 1.3.3 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Construction Cost indicated by changes in re quirements or general market conditions. 1.3.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of government authorities having jurisdiction over the Project. '■' 1.4 BIDDING OR NEGOTIATION PHASE 1.4.1 The Architect, following the Owner' s approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. 1 • 5 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.5.1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Architect's obligation to provide Basic Services under this Agreement, will terminate when final payment to the Contractor is due, or in the absence of a final Certificate for -4- 91 Payment or of such due date, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. 1.5.2 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construction as set forth below and in the. edition of ALA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 1.5.3 The Architect shall be a representative of the Owner during the Construc tion Phase, and shall advise and consult with the Owner. Instructions to the Contractor shall be forwarded through the Architect. The Architect shall have authority to act on behalf of the Owner only to the extent pro vided in the Contract Documents unless otherwise modified by written instrument in accordance with Subparagraph 1.5.16. 1.5.4 The Architect shall visit the site at intervals appropriate to the stage of " construction or as otherwise agreed by the Architect in writing to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents> However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of such on-site observations as an Architect, the Architect shall keep the Owner informed of the progress and quality of the work, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. -5- ^ 92 1.5.5 The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for the acts or omissions of the Contractor, Subcon tractors or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 1.5.6 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.5.7 The Architect shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's Applications for Payment, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents. 1.5.8 The issuance of a Certificate for Payment shall constitute.a representation by the Architect to the Owner, based on the Architect's observations at the site as provided in Subparagraph 1.5.4 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated; that, to the best of the Architect's knowledge,' information, and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable -6- 93 prior to completion, and to any specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. 1.5.9 The Architect shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor. The Architect shall render interpretations necessary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written decisions, within a reasonable time, on all claims, disputes and other matters in question between the Owner and the Contractor relating to the execution or progress of the Work or the interpretation of the Contract Documents. 1.5.10 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful performance by any interpretation or decision rendered in good faith in such capacity. 1.5.11 The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. The -7- 94 Architect's decisions on any other claims, disputes or other matters, includ ing those in question between the Owner and the Contractor, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. 1.5.12 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Architect's reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Architect will have author ity to require special inspection or testing of the Work in accordance with the provision of the Contract Document, whether or not such Work be then fabricated, installed or completed. 1.5.13 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 1.5.14 The Architect shall prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and shall have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 95 1.5.15 The Architect shall conduct inspections to determine the Dates of Substantial Completion and final completion, shall receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment. 1.5.16 The extent of the duties, responsibilities and limitations of authority of the Architect as the Owner's representative during construction shall not be modified or extended without written consent of the Owner, the Contractor and the Architect. 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.6.1 If the Owner and Architect agree that more extensive representation at the site than is described in Paragraph 1.5 shall be provided, the Architect shall provide one or more Project Representatives to assist the Architect in carrying out such responsibilities at the site. 1.6.2 Such Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as mutua |
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