THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
This document is intended to be used in conjunction with the 1992 editions of AIA Documents B801/CMa, A101/CMa and A201/CMa.
Copyright 1975, 1980, 1992 by the American Institute of Architects, 1735 New York Avenue, N.W. Washington D.C. 20006-5292. Reproduction of the material herein or substantial quotation of its provisions without the written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution.
- ------------------------------------------------------------------------------- AGREEMENT made as of December 1997 (In words, indicate day, month and year.)
BETWEEN the Owner: (Name and address) The Resort at Summerlin Limited Partnership, a Nevada limited partnership 3330 West Desert Inn Road, Unit #5 Las Vegas, Nevada 89102
and the Architect: (Name and address) Paul Steelman, Ltd. 3330 West Desert Inn Road Las Vegas, Nevada 89102
for the following Project: (Include detailed description of Project, location, address and scope.) The Resort at Summerlin - Hotel, Casino & Entertainment Complex more particularly described as follows: A luxury Hotel of approximately 300 rooms and an additional 300 rooms as described in the attached Exhibit A, and a 47,000 square foot Casino, along with a Convention Center, Parking Garage, Restaurants, Health Spa, Retail Shops, the entire 54.5 acre site on which the Complex is to be located, and related furniture, furnishings, and equipment.
The Construction Manager will be designated by Owner after the execution of this Agreement. (Name and address)
The Owner and Architect agree as set forth below.
- ------------------------------------------------------------------------------- AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 THE AMERICAN INSTITUTE OF ARCHITECTS, 1725 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution.
Electronic Format B141/CMa-1992
User Document. FORM - 12/29/1997. AIA License Number 105525,
which expires on 6/30/1998 - Page #1
2
TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services performed by the Architect. Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12.
1.1.2 The Architect's services shall be provided in conjunction with the services of a Construction Manager as described in the edition of AIA Document B801/CMa, Standard Form of Agreement Between Owner and Construction Manager, current as of the date of this Agreement.
1.1.3 Architect shall exercise a high degree of care and diligence in the rendition of all services under this Agreement in accordance with the highest professional standards prevailing in the state of Nevada, and all of the Architect's services under this Agreement shall be performed as expeditiously as is consistent with said standards. The Architect shall submit for the Owner's approval and the Construction Manager's information a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's and Construction Manager's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause be exceeded by the Architect or Owner. Any adjustment to the schedule shall be void and of no force and effect until such adjustments are agreed to in writing by Owner. Such agreements shall only be binding on Owner if signed by the president of the general partner of Owner. Such position is currently held by Mr. Brian McMullan. Mr. McMullan may delegate this authority, or the authority to sign any other agreement or approval which is expressly required by this Agreement to be signed by the president of Owner's general partner, in writing to another officer of Owner's general partner, and Architect may rely on such delegation.
1.1.4
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include, without limitation, normal structural, mechanical and electrical engineering services.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect shall review the program, schedule and construction budget furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner.
2.2.2 The Architect shall review with the Owner and Construction Manager proposed site use and improvements; selection of materials, building systems and equipment, and methods of Project delivery.
2.2.3 The Architect shall review with the Owner and Construction Manager alternative approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components.
INSERT A: The Schematic Design Documents shall comply with all applicable laws, statutes, ordinances, codes, orders, rules and regulations.
2.2.5 At intervals appropriate to the progress of the Schematic Design Phase and mutually agreeable to the Owner, Construction Manager and Architect, the Architect shall provide schematic design studies for the Owner's review and the Construction Manager's information.
2.2.6
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Electronic Format B141/CMa-1992 User Document FORM -- 12/29/1997, AIA License Number 105525, which expires on 6/30/1998 -- Page #2
3 2.2.7 Upon completion of the Schematic Design Phase, the Architect shall provide drawings, outline specifications and other documents for the Owner's approval and the Construction Manager's information.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare Design Development Documents for the Construction Manager's review and the Owner's approval. The Design Development Documents shall be based upon data and estimates prepared by the Construction Manager and shall consist of drawings and other documents that establish and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate.
Insert B: The Design Development Documents shall comply with all applicable laws, statues, ordinances, codes, orders, rules and regulations.
2.3.2 At intervals mutually agreeable to the Owner,Construction Manager and Architect, the Architect shall provide drawings and other documents which depict the current status of design development for the Owner's review and the Construction Manager's information.
2.3.3 Upon completion of the Design Development Phase, the Architect shall provide drawings, outline specifications and other documents for the Owner's approval and the Construction Manager's information.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjustments authorized by the Owner in the scope or quality of the project or in the construction budget, the Architect, estimates prepared by the Construction Manager, shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and specifications setting forth in detail the requirements for the construction of the Project.
Insert C: The Construction Documents shall comply with all applicable laws, statutes, ordinances, codes, rules and regulations.
2.4.2 At intervals mutually agreeable to the Owner, Construction Manager and Architect, the Architect shall provide Drawings and Specifications for the Owner's and the Construction Manager's review.
2.4.3 Upon completion of the Construction Documents Phase, the Architect shall provide Construction Documents for the Owner's approval and the Construction Manager's information.
2.4.4 The Architect shall in consultation with the Owner prepare the necessary bidding information, and bidding forms and documents, and shall assist in the preparation of the Contract for construction as defined below. The Architect shall assist the Owner in issuing bidding documents to bidders and conducting prebid conferences with prospective bidders. The Architect, with the assistance of the Owner, shall respond to questions from bidders, and shall issue addenda.
2.4.5 The Architect shall assist the Owner and Construction Manager in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the Construction Manager's latest estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in preparing contracts for construction.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates upon the issuance to the Owner of the final Project Certificate for Payment and the Owner's written acceptance of the completed Project.
2.6.2 The Architect shall provide administration, as set forth below, of all contracts relating to the Project, including, without limitation, the Contract for Construction in cooperation with the Construction Manager as set forth including the edition of AIA Document A201/CMa, General Conditions of the Contract
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AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 2006-5292; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution.
Electronic Format B151/CMa-1992 User Document: FORM - 12/39/1997. AIA License Number 105525, which expires on 8/30/1998 - Page #3 4 for Construction. Construction Manager-Advisor Edition-current as of the date of this Agreement, with such supplementary conditions or modifications as the Owner may require (which Contract is referred to in this Agreement as the "Contract for Construction").
2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect, which agreement must be signed on behalf of Owner by the president of Owner's general partner.
2.6.4 The Architect shall advise and consult with the Owner during the Construction Phase, and until final payment for the Project is due. The Architect shall have no authority to act on behalf of the Owner written instrument.
2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become familiar in detail with the progress and quality of the Work completed and to determine in detail if the Work is proceeding in accordance with all the requirements of the Contract Documents and all applicable laws, statutes, ordinances, codes, rules, regulations, orders and decrees. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as described in Paragraph 3.2.)
Insert D: Any defective Designs, Drawings, or Specifications furnished by the Architect will be promptly corrected by Architect at no cost to the Owner. and the Architect will promptly reimburse the Owner for all damages, if any, resulting from the use of such defective Designs, Drawings, or Specifications. The Owner's approval, acceptance, use of or payment for all or any part of the Architect's services hereunder or of the Project itself shall in no way alter the Architect's obligations or the Owner's rights hereunder.
2.6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are the Contractors' responsibility under the Contracts for Construction. The Architect shall not be responsible for the Contractors' schedules or failure to carry out the Work in accordance with the Contract Documents. The Architect shall not be responsible for the performance by the Construction Manager of the services required by the Construction Manager's agreement with the Owner. The Architect shall not have control over or charge of acts or omissions of the Contractors, Subcontractors, or their agents or employees, or of any other persons performing services or portions of the Work.
2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress.
2.6.8
Insert E: Notwithstanding anything to the contrary in this Agreement, the Owner may communicate with Contractors directly, and may communicate directly with Architect's consultants. At the Owner's request, the Architect agrees to communicate on behalf of the Owner with the Contractor, the Architect's consultants, or the Construction Manager.
2.6.9 Based on the Architect's observations at the site of the Work and evaluations of each Application for Payment, the Architect shall review and certify the appropriate amounts due the Contractors within three (3) business days after receipt of any Application for Payment, and shall, from time to time upon the request of Owner, issue to Owner and/or Owner's lender any other documents, certificates, instruments and information reasonably requested by Owner or Owner's lender. Architect's duties and responsibilities under this subparagraph shall be in strict compliance with the Architect's duties under Paragraphs 9.4, 9.5 and subparagraph 9.6.1 of the General Conditions of the Contract for Construction.
2.6.9.1 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.6.5, on the recommendations of the Construction Manager and on the data comprising any Applications for Payment, that, to the best
- ------------------------------------------------------------------------------- AIA DOCUMENT B141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution.
Electronic Format B141/CMa-1992
User Document: FORM - 12/29/1997. AIA License Number 105525,
which expires on 6/30/1998 - Page #4 5 of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to Substantial Completion, to results, minor deviations from the Contract Documents correctable prior to completion. The issuance of a Certificate for Payment shall further constitute a Architect's representation that the Contractor is entitled to payment in the amount certified.
2.6.9.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) reviewed construction means, methods, techniques, sequences or procedures, from Subcontractors or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum under the Construction Contract.
2.6.10 The Architect shall have authority, after notification to the Construction Manager, to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will have the responsibility and authority, upon written authorization from the Owner, to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed provided, however, the Architect must obtain the Owner's prior written approval of any such special inspections or testing. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Construction Manager, Contractors, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work.
2.6.11 The Architect shall review and approve or take other appropriate action upon Contractors' submittals such as Shop Drawings, Product Data and Samples, for the purpose of (1) compliance with applicable laws, statutes, ordinances, codes, orders, rules, and regulations; and (2) determining whether or not the Work, when completed, will be in compliance with the requirements of the Contract Documents. The Architect's action shall be taken in accordance with the schedule submitted to Owner pursuant to Subparagraph 1.1.3 hereof so as to cause no delay in the Contractors' Work or in construction by the Owner's own forces, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractors, all of which remain the responsibility of the Contractors to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents.
2.6.12 The Architect shall review and sign or take other appropriate action on Change Orders and Construction Change Directives prepared by the Construction Manager for the Owner's approval and execution in accordance with the Contract Documents, such Owner's approval to be evidenced by a written approval signed by the President of Owner's general partner.
2.6.13 The Architect may authorize minor changes in Work not involving an adjustment in a Contract Sum or an extension of a Contract Time which are not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued through the Construction Manager.
2.6.14 The Architect, assisted by the Construction Manager, shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion. The Architect shall forward to the Owner warranties and similar submittals required by the Contract Documents which have been received from the Construction Manager. The Architect shall issue a final Project Certificate for Payment upon compliance with the requirements of the Contract Documents.
2.6.15 The Architect shall interpret and provide recommendations concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner
AIA DOCUMENT 8141/CMa - OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITION - AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution.
Electronic Format B141/CMa-1992
User Document: FORM - 12/29/1997. AIA License Number 105525,
which expires on 6/30/1998 - Page #5 6 or Contractor. The Architect's response to such requests shall be made with reasonable promptness but no later than five (5) days as provided in the Contract for Construction, and
2.6.16 Interpretations and recommendations of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations, the Archi ...
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