Exhibit 10.7


 


	
  

  	
  Document
  B141TM – 1997 Part 1

  



 


Standard Form of Agreement
Between Owner and Architect


with
Standard Form of Architect’s Services


 


TABLE OF
ARTICLES


 


	
  1.1

  	
  INITIAL INFORMATION

  	
   

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  RESPONSIBILITIES OF THE PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  TERMS AND CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.4

  	
  SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.5

  	
  COMPENSATION

  	
   

  
	
   

  	
   

  	
   

  



AGREEMENT
made as of the 1st day of March in the year 2005


 


BETWEEN the Architect’s client identified as the
Owner:


 


Diamond Jo Worth, LLC


400 E 3rd Street


Dubuque, IA 52001


Telephone Number (563)
690-2120


Fax Number (563) 690-2190


 


and the Architect:


 


KGA Architecture


4495 S. Polaris Avenue


Las Vegas, Nevada 89103


Telephone Number: 702-367-6900


 


(Paragraph deleted)


 


Fax Number: 702-367-2043


 


For the following Project:


 


Worth County, Iowa Excursion
Gambling Boat


 


The Owner and Architect agree as follows:


 


ADDITIONS AND DELETIONS:


 


The author of this document has added
information needed for its completion. 
The author may also have revised the text of the original AIA standard
form.  An Additions
and Deletions Report that notes added information as well as revisions
to the standard form text is available from the author and should be reviewed.  A vertical line in the left margin of this
document indicates where the author has added necessary information and where
the author has added to or deleted from the original AIA text.


 


This document has important legal
consequences.  Consultation with an attorney
is encouraged with respect to its completion or modification.


 


 


AIA
Document B141TM – 1997 Part 1. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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1





















 


ARTICLE 1.1                      INITIAL
INFORMATION


 


§ 1.1.1
This Agreement is based on the following information and assumptions.


 


(Paragraph
deleted)


 


§ 1.1.2
PROJECT PARAMETERS


 


§ 1.1.2.1
The objective or use is:


 


(Paragraph
deleted)


 


A Gaming
Facility


 


§ 1.1.2.2
The physical parameters are:


 


The Site
consists of approximately 40.77 acres generally located on the northwest and
southwest sides of the intersection of Interstate 35 and County Highway 105 in
Worth County, Iowa.


 


Site
Design:                            •                                           The
site shall include an approximately 55,300 s.f. single story Casino building
with parking for approximate 600 vehicles.


•                                          The
site shall be masterplanned to accommodate future hotel rooms, casino expansion
and RV park.


 


§ 1.1.2.3
The Owner’s Program is:


 


The project
shall include the design of a single story Excursion Gambling Boat of approximately
55,500 s.f. with amenities as follows:


 


	
  •

  	
   

  	
  Casino

  	
   

  	
  18,000

  	
   

  
	
   

  	
   

  	
  Circulation

  	
   

  	
  3,000

  	
   

  
	
   

  	
   

  	
  Arcade

  	
   

  	
  1,000

  	
   

  
	
   

  	
   

  	
  Gift Shop

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  Restrooms/Miscellaneous

  	
   

  	
  3,000

  	
   

  
	
   

  	
   

  	
  Subtotal

  	
   

  	
  27,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Restaurants

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buffet,
  Kitchen and Serving Line

  	
   

  	
  2,500

  	
   

  
	
   

  	
   

  	
  Restaurant
  Seating (140 seats)

  	
   

  	
  3,000

  	
   

  
	
   

  	
   

  	
  (2) Food
  Venus Shell Spaces (1,000 s.f. each)

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  Lounge

  	
   

  	
  3,000

  	
   

  
	
   

  	
   

  	
  Subtotal

  	
   

  	
  10,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Back of
  House

  	
   

  	
  18,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TOTAL

  	
   

  	
  55,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


•                                The
structural system for the Casino Building is assumed to be steel braced frame,
bar joist roof framing and metal decking 


 


•                                Exterior
walls are assumed to be of metal stud framing with corrugated metal.


 


•                                The
Casino floor is to be built over water filled basement.


 


§ 1.1.2.4
The legal parameters are:


 


 


AIA
Document B141TM – 1997 Part 1. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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2





















 


The site is
generally located on the northwest side of the intersection of Interstate 35
and County Highway 105 in Worth County, Iowa.


 


 


AIA
Document B141TM – 1997 Part 1. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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3





















 


§ 1.1.2.5
The financial parameters are as follows.


 


.1                                      Amount
of the Owner’s overall budget for the Project, including the Architect’s
compensation, is:


 


See attached “Worth County Estimate” dated January 06, 2005, prepared
by KGA Architecture


 


.2                                      Amount
of the Owner’s budget for the Cost of the Work, excluding the Architect’s
compensation, is:


 


See attached “Worth County Estimate” dated January 06, 2005, prepared
by KGA Architecture


 


§ 1.1.2.6
The time parameters are:


 


Based on the
information available on the date of this contract, site civil construction is
to begin May 12, 2005. All other Construction Documents will be completed May
15, 2005.  These dates are contingent
upon final approval of Schematic Design no later than March 1, 2005


 


§ 1.1.2.7
The proposed procurement or delivery method for the Project is:


 


(Paragraph
deleted)


 


Competitive
Bid


 


§ 1.1.2.8
Other parameters are


 


(Paragraph
deleted)


 


None


 


§ 1.1.3 PROJECT
TEAM


 


§ 1.1.3.1
The Owner’s Designated Representative is:


 


Mr. Michael
Luzich


7137 Mission
Hills Drive


Las Vegas,
Nevada 89113


Telephone
Number: (702) 247-9788


Fax Number:
(702) 247-6822


 


§ 1.1.3.2
The persons or entities, in addition to the Owner’s Designated Representative,
who are required to review the Architect’s submittals to the Owner are:


 


(Paragraph
deleted)


 


Not Applicable


 


§ 1.1.3.3
The Owner’s other consultants and contractors are:


 


(Paragraph
deleted)


 


Not known at
this time


 


§ 1.1.3.4
The Architect’s Designated Representative is:


 


George F.
Garlock, AIA


KGA Architecture


4495 S.
Polaris Avenue


Las Vegas,
Nevada 89103


Telephone Number:
(702) 367-6900


 


 


AIA
Document B141TM – 1997 Part 1. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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4





















 


Fax Number:
(702) 367-2043


 


§ 1.1.3.5
The consultants retained at the Architect’s expense are:


 


Civil
Engineering and Landscape Design: Yaggy Colby Associates


Structural
Design: Barker Drottar Associates


Mechanical/Plumbing/Electrical
Design and Low Voltage Design: JBA Consulting Engineers


Food Service
Design: Omega Design


 


§ 1.1.4
Other important initial information is:


 


Interior Design
Services will be provided by the Architect


 


§ 1.1.5
When the services under this Agreement include contract administration
services, the General Conditions of the Contract for Construction shall be the
edition of AIA Document A201 current as of the date of this Agreement.


 


§ 1.1.6
The information contained in this Article 1.1 may be reasonably relied upon by
the Owner and Architect in determining the Architect’s compensation. Both
parties, however, recognize that such information may change and, in that
event, the Owner and the Architect shall negotiate appropriate adjustments in schedule,
compensation and Change in Services in accordance with Section 1.3.3.


 


ARTICLE 1.2.                   RESPONSIBILITIES
OF THE PARTIES


 


§ 1.2.1
The Owner and the Architect shall cooperate with one another to fulfill their
respective obligations under this Agreement. 
Both parties shall endeavor to maintain good working relationships among
all members of the Project team.


 


§ 1.2.2.
OWNER


 


§ 1.2.2.1
Unless otherwise provided under this Agreement, the Owner shall provide full
information in a timely manner regarding requirements for and limitations on
the Project.  The Owner shall furnish to
the Architect, within 15 days after receipt of a written request, information
necessary and relevant for the Architect to evaluate, give notice of or enforce
lien rights.


 


§ 1.2.2.2
The Owner shall periodically update the budget for the Project, including that
portion allocated for the Cost of the Work. 
The Owner shall not significantly increase or decrease the overall
budget, the portion of the budget allocated for the Cost of the Work, or
contingencies included in the overall budget or a portion of the budget,
without the agreement of the Architect to a corresponding change in the Project
scope and quality.


 


§ 1.2.2.3
The Owner’s Designated Representative identified in Section 1.1.3 shall be
authorized to act on the Owner’s behalf with respect to the Project.  The Owner or the Owner’s Designated
Representative shall render decisions in a timely manner pertaining to
documents submitted by the Architect in order to avoid unreasonable delay in
the orderly and sequential progress of the Architect’s services.


 


§ 1.2.2.4
The Owner shall furnish the services of consultants other than those designated
in Section 1.1.3 or authorize the Architect to furnish them as a Change in
Services when such services are requested by the Architect and are reasonably
required by the scope of the Project.


 


§ 1.2.2.5
Unless otherwise provided in this Agreement, the Owner shall furnish tests,
inspections and reports required by law or the Contract Documents, such as
structural, mechanical, and chemical tests, for air and water pollution, and
tests for hazardous materials.  If the
Architect, through the course of its services hereunder, discovers that the
Owner is obligated to perform certain tests, inspections and reports, the
Architect agrees to promptly notify the Owner. 
Notwithstanding the above, the Architect bears no responsibility for
discovering such Owner obligations, nor any liability for failing to do so.


 


§ 1.2.2.6
The Owner shall furnish all legal, insurance and accounting services, including
auditing services, that may be reasonably necessary at any time for the Project
to meet the Owner’s needs and interests.


 


 


AIA Document
B141TM – 1997 Part 1. Copyright © 1917, 1926, 1948, 1951,
1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The
American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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§ 1.2.2.7
The Owner shall provide prompt written notice to the Architect if the Owner
becomes aware of any fault or defect in the Project, including any errors,
omissions or inconsistencies in the Architect’s Instruments of Service.


 


§ 1.2.3 ARCHITECT


 


§ 1.2.3.1
The services performed by the Architect, Architect’s employees and Architect’s
consultants shall be as enumerated in Article 1.4


 


§ 1.2.3.2
The Architect’s services shall be performed as expeditiously as is consistent
with professional skill and care and the orderly progress of the Project. The
Architect shall submit for the Owner’s approval a schedule for the performance
of the Architect’s services which initially shall be consistent with the time
periods established in Section 1.1.2.6 and which shall be adjusted, if
necessary, as the Project proceeds. This schedule shall include allowances for
periods of time required for the Owner’s review, for the performance of the
Owner’s consultants, 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.


 


§ 1.2.3.3
The Architect’s Designated Representative identified in Section 1.1.3 shall be
authorized to act on the Architect’s behalf with respect to the Project.


 


§ 1.2.3.4
The Architect shall maintain the confidentiality of information specifically
designated as confidential by the Owner, unless withholding such information
would violate the law, create the risk of significant harm to the public or
prevent, the Architect from establishing a claim or defense in an adjudicatory
proceeding. The Architect shall require of the Architect’s consultants similar
agreements to maintain the confidentiality of information specifically
designated as confidential by the Owner.


 


§ 1.2.3.5
Except with the Owner’s knowledge and consent, the Architect shall not engage
in any activity, or accept any employment, interest or contribution that would
reasonably appear to compromise the Architect’s professional judgment with
respect to this Project.


 


§ 1.2.3.6
The Architect shall review laws, codes, and regulations applicable to the
Architect’s services. The Architect shall respond in the design of the Project
to requirements imposed by governmental authorities having jurisdiction over
the Project.


 


§ 1.2.3.7
The Architect shall be entitled to rely on the accuracy and completeness of
services and information furnished by the Owner. The Architect shall provide
prompt written notice to the Owner if the Architect becomes aware of any
errors, omissions or inconsistencies in such services or information.


 


§ 1.2.3.8
The Architect agrees that whenever, pursuant to this agreement, the Architect’s
consent is necessary or permitted, the Architect agrees that its consent will
not be unreasonably withheld or delayed.


 


ARTICLE 1.3                      TERMS
AND CONDITIONS


 


§ 1.3.1
COST OF WORK


 


§ 1.3.1.1
The Cost of the Work shall be the total cost or, to the extent the Project is
not completed, the estimated cost to the Owner of all elements of the Project
designed or specified by the Architect.


 


§ 1.3.1.2
The Cost of the Work shall include the cost at current market rates of labor
and materials furnished by the Owner and equipment designed, specified,
selected or specially provided for by the Architect, including the costs of
management or supervision of construction or installation provided by a
separate construction manager or contractor, plus a reasonable allowance for
their overhead and profit. In addition, a reasonable allowance for
contingencies shall be included for market conditions at the time of bidding
and for changes in the Work.


 


§ 1.3.1.3
The Cost of the Work does not include the compensation of the Architect and the
Architect’s consultants, the costs of the land, rights-of-way and financing or
other costs that are the responsibility of the Owner.


 


§ 1.3.2
INSTRUMENTS OF SERVICE


 


§ 1.3.2.1
Drawings, specifications and other documents, including those in electronic
form, prepared by the Architect and the Architect’s consultants are Instruments
of Service for use solely with respect to this Project. The Architect


 


 


AIA
Document B141TM – 1997 Part 1. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by
AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4 which
expires on 12/22/2005, and is not for resale.


 


	
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6





















 


and the Architect’s consultants shall be deemed the authors and owners
of their respective Instruments of Service and shall retain all common law,
statutory and other reserved rights, including copyrights.


 


 


AIA
Document B141TM – 1997 Part 1. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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§ 1.3.2.2 Upon
execution of this Agreement, the Architect grants to the Owner a nonexclusive
license to reproduce the Architect’s Instruments of Service solely for purposes
of constructing, using and maintaining the Project, provided that the Owner
shall comply with all obligations, including prompt payment of all sums when
due, under this Agreement.  The Architect
shall obtain similar nonexclusive licenses from the Architect’s consultants
consistent with this Agreement.  Any
termination of this Agreement prior to completion of the Project shall
terminate this license.  Upon such
termination, the Owner shall refrain from making further reproductions of
Instruments of Service and shall return to the Architect within seven days of
termination all originals and reproductions in the Owner’s possession or
control.  If and upon the date the
Architect is adjudged in default of this Agreement, the foregoing license shall
be deemed terminated and replaced by a second, nonexclusive license permitting
the Owner to authorize other similarly credentialed design professionals to reproduce
and, where permitted by law, to make changes, corrections or additions to the
Instruments of Service solely for purposes of completing, using and maintaining
the Project.


 


§ 1.3.2.3
Except for the licenses granted in Section 1.3.2.2, no other license or
right shall be deemed granted or implied under this Agreement.  The Owner shall not assign, delegate,
sublicense, pledge or otherwise transfer any license granted herein to another
party without the prior written agreement of the Architect.  However, the Owner shall be permitted to
authorize the Contractor, Subcontractors, Sub-subcontractors and material or
equipment suppliers to reproduce applicable portions of the Instruments of
Service appropriate to and for use in their execution of the Work by license
granted in Section 1.3.2.2. Submission or distribution of Instruments of
Service to meet official regulatory requirements or for similar purposes in
connection with the Project is not to be construed as publication in derogation
of the reserved rights of the Architect and the Architect’s consultants.  The Owner shall not use the Instruments of
Service for future additions or alterations to this Project or for other
projects, unless the Owner obtains the prior written agreement of the Architect
and the Architect’s consultants.  Any
unauthorized use of the Instruments of Service shall be at the Owner’s sole
risk and without liability to the Architect and the Architect’s consultants.


 


§ 1.3.2.4 Prior
to the Architect providing to the Owner any Instruments of Service in
electronic form or the Owner providing to the Architect any electronic data for
incorporation into the Instruments of Service, the Owner and the Architect
shall by separate written agreement ser forth the specific conditions governing
the format of such Instruments of Service or electronic data, including any
special limitations or licenses not otherwise provided in this Agreement.


 


§ 1.3.3 CHANGE IN SERVICES


 


§ 1.3.3.1
Change in Services of the Architect, including services required of the Architect’s
consultants, may be accomplished after execution of this Agreement, without
invalidating the Agreement, if manually agreed in writing.  If required by circumstances beyond the
Architect’s control, or if the Architect’s services are affected as described
in Section 1.3.3.2.  In the absence
of mutual agreement in writing, the Architect shall notify the Owner prior to
providing such services.  If the Owner
deems that all or a part of such Change in Services is not required, the Owner
shall give prompt written notice to the Architect, and the Architect shall have
no obligation to provide those services. 
Except for a change due to the fault of the Architect, Change in
Services of the Architect shall entitle the Architect to an adjustment in
compensation pursuant to Section 1.5.2, and to any Reimbursable Expenses
described in Section 1.3.9.2 and Section 1.5.5.


 


§ 1.3.3.2 If
any of the following circumstances affect the Architect’s services for the
Project, the Architect shall be entitled to an appropriate adjustment, as
approved by the Owner, in the Architect’s schedule and compensation:


 


.1              change
in the instructions or approvals given by the Owner that necessitate in
Instruments of Service;


.2              enactment
or revision of codes, laws or regulations or official interpretations which
necessitate changes to previously prepared Instruments of Service;


.3              decisions
of the Owner not rendered in a timely manner;


.4              significant
change in the Project including, but not limited to, size, quality, complexity,
the Owner’s schedule or budget, or procurement method;


.5              failure
of performance on the part of the Owner or the Owner’s consultants or
contractors;


.6              preparation
for and attendance at a public hearing, a dispute resolution proceeding or a
legal proceeding except where the Architect is party thereto;


.7              change
in the information contained in Article 1.1.


 


 


AIA
Document B141TM – 1997 Part 1. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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§ 1.3.4  MEDIATION


 


§ 1.3.4.1 Any
claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to arbitration
or the institution of legal or equitable proceedings by either party.  If such matter relates to or is the subject
of a lien arising out of the Architect’s services, the Architect may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines
prior to resolution of the matter by mediation or by arbitration.


 


§ 1.3.4.2 The
Owner and Architect shall endeavor to resolve claims, disputes and other
matters in question between them by mediation which, unless the parties
mutually agree otherwise, shall be in accordance with the Construction Industry
Mediation Rules of the American Arbitration Association currently in
effect.  Request for mediation shall be
filed in writing with the other party to this Agreement and with the American
Arbitration Association.  The request may
be made concurrently with the filing of a demand for arbitration but, in such
event, mediation shall proceed in advance of arbitration or legal or equitable
proceedings, which shall be stayed pending mediation for a period of 60 days
from the date of filing, unless stayed for a longer period by agreement of the
parties or court order.


 


§ 1.3.4.3 The
parties shall share the mediator’s fee and any filing fees equally.  The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed
upon.  Agreements reached in mediation
shall be enforceable as settlement agreements in any court having jurisdiction
thereof.


 


§ 1.3.5  ARBITRATION


 


§ 1.3.5.1 Any
claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to arbitration, Prior to arbitration, the parties
shall endeavor to resolve disputes by mediation in accordance with Section 1.3.4.


 


§ 1.3.5.2
Claims, disputes and other matters in question between the parties that are not
resolved by mediation shall be decided by arbitration which, unless the parties
mutually agree otherwise, shall be in accordance with the Constriction Industry
Arbitration Rules of the American Arbitration Association currently in
affect.  The demand for arbitration shall
be filed in writing with the other party to this Agreement and with the
American Arbitration Association.


 


§ 1.3.5.3 A
demand for arbitration shall be made within a reasonable time after the claim,
dispute or other matter in question has arisen. 
In no event shall the demand for arbitration be made after the date when
institution of legal or equitable proceeding based on such claim, dispute or
other matter in question would be barred by the applicable statute of
limitations.


 


§ 1.3.5.4 No
arbitration arising out of or relating to this Agreement shall include, by
consolidation or joinder or in any other manner, an additional person or entity
not a party to this Agreement, except by written consent containing a specific
reference to this Agreement and signed by the Owner, Architect, and any other
person or entity sought to be joined. 
Consent to arbitration involving an additional person or entity shall
not constitute consent to arbitration of any claim, dispute or other matter in
question not described in the written consent or with a person or entity not
named or described therein.  The
foregoing agreement to arbitrate and other agreements to arbitrate with an
additional person or entity duly consented to by parties to this Agreement
shall be specifically enforceable in accordance with applicable law in any
court having jurisdiction thereof.


 


§ 1.3.5.5 The
award rendered by the arbitrator or arbitrators shall be final, and judgment
may be entered upon it in accordance with applicable law in any court having
jurisdiction thereof.


 


§ 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES


 


The Architect and the Owner waive consequential damages for claims,
disputes or other matters in question arising out of or relating to this Agreement.  This mutual waiver is applicable, without
limitation, to all consequential damages due to either party’s termination in
accordance with Section 1.3.8.


 


§ 1.3.7 MISCELLANEOUS PROVISIONS


 


1.3.7.1 This
Agreement shall be governed by the of the principal place of business of the
Architect, unless otherwise provided in Section 1.4.2.


 


 


AIA
Document B141TM – 1997 Part 1. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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§ 1.3.7.2 Terms
in this Agreement shall have the same meaning as those in the edition of AIA
Document A201, General Conditions of the Contract for Construction, current as
of the date of this Agreement.


 


§ 1.3.7.3.
Causes of action between the parties to this Agreement pertaining to acts of
failures to act shall be deemed to have accrued and the applicable statutes of
limitations under Nevada law shall commence to run not later than either the
date of Substantial Completion for acts or failures to act occurring prior to
Substantial Completion or the date of issuance of the final Certificate for
Payment for acts of failures to act occurring after Substantial Completion. In
no event shall such statutes of limitations commence to run any later than the
date when the Architect’s services are substantially completed.


 


§ 1.3.7.4 To
the extent damages are covered by property insurance during construction, the
Owner and the Architect waive all rights against each other and against the
contractors, consultants, agents and employees of the other for damages, except
such rights as they may have to the proceeds of such insurance as set forth in
the edition of AIA Document A201, General Conditions of the Contract for
Construction, current as of the date of this Agreement. The Owner or the
Architect, as appropriate, shall require of the contractors, consultants,
agents and employees of any of them similar walvers in favor of the other
parties enumerated herein.


 


§ 1.3.7.5 Nothing
contained in this Agreement shall create a contractual relationship with or a
cause of action in favor of a third party against either the Owner or
Architect.


 


§ 1.3.7.6 Unless
otherwise provided in this Agreement, the Architect and Architect’s consultants
shall have no responsibility for the discovery, presence, handling, removal or
disposal of or exposure of persons to hazardous materials or toxic substances
in any from at the Project site.


 


§ 1.3.7.7 The
Architect shall have the right to include photographic or artistic
representations of the design of the Project among the Architect’s promotional
and professional materials. The Architect shall be given reasonable access to
the completed Project to make such representations. However, the Architect’s
materials shall not include the Owner’s confidential or proprietary information
if the Owner has previously advised the Architect in writing of the specific
information considered by the Owner to be confidential or proprietary. The
Owner shall provide professional credit for the Architect in the Owner’s
promotional materials for the Project


 


§ 1.3.7.8 If
the Owner requests the Architect to execute certificates, the proposed language
of such certificates shall be submitted to the Architect for review at least 14
days prior to the requested dates of execution. The Architect shall not be
required to execute certificates that would require knowledge, services or
responsibilities beyond the scope of this Agreement.


 


§ 1.3.7.9 The
Owner and Architect, respectively, bind themselves, their partners, successors,
assigns and legal representatives to the other party to this Agreement and to
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 this Agreement without the written consent of the other,
except that the Owner may assign this Agreement to an institutional lender
providing financing for the Project. In such event, the lender shall assume the
Owner’s rights and obligations under this Agreement. The Architect shall
execute all consents reasonably required to facilitate such assignment, and
such consents shall not be unreasonably withheld or delayed.


 


 


AIA Document B141TM – 1997 Part 1. Copyright ©
1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987 and 1997 by The American Institute of Architects. All rights
reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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§ 1.3.7.10
Indemnification: The Design Professional agrees, to the fullest extent
permitted by law, to indemnify and hold harmless the Owner, and its officers,
directors and employees (collectively, the “Owner Indeminified Parties”)
against all damages, liabilities or costs, including reasonable attorneys’ fees
and defense costs, to the extent caused by the Design Professional’s (or any
other person or entity for whom and which the Design Professional is legally
responsible) negligent performance of professional services under this
Agreement, provided, however, the Design Professional shall not be obligated to
indemnify the Owner Indemnifies Parties for the Owner’s own negligence.


 


The Design Professional’s
liability hereunder shall be limited to the proceeds received by the Design
Professional under its professional liability insurance (the form of which
shall be subject to the approval of the Owner in its sole discretion) and any deductible
thereunder shall be borne solely by the Design Professional (with the right of
reimbursement or contribution from its Consultants). The Design Professional’s
professional liability insurance shall provide for no less than $3,000,000
coverage limit per occurrence.


 


The Owner agrees, to the
fullest extent permitted by law, to indemnify and hold harmless the Design
Professional, and its officers, directors, and employees and subconsultants
(collectively, the “Design Professional Indemnified Parties”) against all
damages, liabilities or costs, including reasonable attorneys’ fees and defense
costs, so the extent caused by the Owner’s (or any other person or entity for
whom or which the Owner is legally responsible) negligence provided, however,
the Owner shall not be obligated to indemnify the Design Professional
Indemnified Parties for the Design Professionals own negligence.


 


The Owner’s liability hereunder
shall be limited to the proceeds received by the Owner under its liability
insurance (the form and amount of which shall be subject to the approval of the
Design Professional in its sole discretion) and any deductible thereunder shall
be borne solely by the Owner (with the right of reimbursement or contribution
from other persons or entities)


 


§ 1.3.7.11
Assignment Of Agreement: The Owner may, upon notice
and without the consent of the Design Professional, assign this Agreement to
one or more lenders providing financing for the Project as security for such
financing. The Design Professional and each Consultant shall agree to perform
work at the Project on behalf of such lender from and after the declaration of
a default under the documents evidencing and securing such financing (beyond
the expiration of applicable grace, notice and cure periods) so long as the
Design Professional and such Consultant are paid to accordance with its
agreement and such lender agrees to be bound thereby. In addition, the Owner,
and such Lender may contact any Consultant with which the Design Professional
has contracted if the Design Professional is in default hereunder (beyond the
expiration of applicable grace, notice and cure periods) and such Consultant
shall continue to perform work for the Owner or Lender, as applicable pursuant
to the terms of its agreement.


 


§ 1.3.8 TERMINATION
OR SUSPENSION


 


§ 1.3.8.1
If the Owner fails to make payments to the Architect to accordance with this
Agreement, such failure shall be considered substantial nonperformance and
cause for termination or, at the Architect’s option, cause for suspension of
performance of services under this Agreement. If the Architect elects to
suspend services, prior to suspension of services, the Architect shall give
seven day’s written notice to the Owner. In the event of a suspension of
services, the Architect shall have no liability to the Owner for delay or
damage caused the Owner because of such suspension of services. Before resuming
services, the Architect shall be paid all sums due prior to suspension and any
expenses incurred in the interruption and resumption of the Architect’s
services. The Architect’s fees for the remaining services and the time
schedules shall be equitably adjusted.


 


§ 1.3.8.2
If the Project is suspended by the Owner for more than 30 consecutive days, the
Architect shall be compensated for services performed prior to notice of such
suspension. The Architect’s fees for the remaining services and the time
schedules shall be equitably adjusted.


 


§ 1.3.8.3
If the Project is suspended or the Architect’s services are suspended for more
than 90 consecutive days, the Architect may terminate this Agreement by giving
not less than seven days’ written notice.


 


 


AIA Document B141TM – 1997 Part 1. Copyright ©
1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987 and 1997 by The American Institute of Architects. All rights
reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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§ 1.3.8.4
This Agreements may be terminated by either party upon not less than seven days’
written notice should the other party fail substantially to perform in
accordance with the terms of this Agreement through no fault of the party
initiating the termination.


 


§ 1.3.8.5
This Agreement may be terminated by the Owner upon not less than seven days’
written notice to the Architect for the Owner’s convenience and without cause.


 


§ 1.3.8.6
In the event of termination not the fault of the Architect, the Architect shall
be compensated for services performed prior to termination, together with
Reimbursable Expenses then due and all Termination Expenses as defined in
Section 1.3.8.7.


 


§ 1.3.8.7
Termination Express are in addition to compensation for the services of the
Agreement and include expenses directly attributable to termination for which
the Architect is not otherwise compensated.


 


§ 1.3.8.8
Notwithstanding anything contained herein to the contrary, in the event of
default the non-defaulting party agrees to give the defaulting party written
notice describing in detail the nature of the default and allowing the defaulting
party ten (10) days from the date of the written notice to cure or such
additional time as may be necessary provided such defaulting party immediately
commences to cure and diligently pursues the cure to completion.


 


§ 1.3.8.9
This Agreement is contingent upon its approval by the rows Racing and Gaming
Commission. Failure to received such approval may result in termination of this
agreement by the Owner, under the terms and conditions defined above.


 


§ 1.3.9.
PAYMENTS TO THE ARCHITECT


 


§ 1.3.9.1
Payments on account of services rendered and for Reimbursable Expenses incurred
shall be made monthly upon presentation of the Architect’s statement of
services. No deductive shall be made from the Architect’s compensation on
account of penalty, liquidated damages or other sums withheld form payments to
contractors, or on account of the cost of changes in the Work other than those
for which the Architect has been adjudged to be liable.


 


§ 1.3.9.2
Reimbursable Expenses are in addition to compensation for the Architect’s
services and include expenses incurred by the Architect’s employees and
consultants directly related to the Project, as identified in the following
Clauses:


 


.1              transportation
in connection with the Project, authorized out-of-town travel and subsistence,
and electronic communications; Expenses of travel and associated per diem costs
may upgrade to next available class level for air travel more than 2 1/2 hours
duration.


.2              fees paid for securing approval of
authorities having jurisdiction over the Project;


.3              reproductions, plots, standard form
documents, postage, handling and delivery of Instruments of Service;


.4              expense of overtime work requiring higher
than regular rates if authorized in advance by the Owner;


.5              renderings, models and mock-ups requested by
the Owner;


.6              expense of professional liability insurance
dedicated exclusively to this Project or the expense of additional insurance
coverage or limits requested by the Owner in excess of that normally carried by
the Architect and the Architect’s consultants;


.7              reimbursable expenses as designated in
Section 1.5.5;


.8              other similar direct Project-related
expenditures.


 


§ 1.3.9.3
Records of Reimbursable Expenses, of expenses pertaining to a Change in
Service, and of service performed on the basis of hourly rates or a multiple of
Direct Personnel Expense shall be available to the Owner or the Owner’s
authorized representative at mutually convenient times.


 


§ 1.3.9.4
Direct Personnel Expense is defined as the direct salaries of 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, employee retirement plans and similar contributions.


 


 


AIA Document B141TM – 1997 Part 1. Copyright ©
1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987 and 1997 by The American Institute of Architects. All rights
reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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ARTICLE 1.4  SCOPE OF SERVICES
AND OTHER SPECIAL TERMS AND CONDITIONS


 


§ 1.4.1 Enumeration of Parts of the Agreement:
This Agreement represents the entire and integrated agreement between the Owner
and the Architect and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by
written instrument signed by both Owner and Architect. This Agreement comprises
the documents listed below.


 


§ 1.4.1.1 Standard Form of Agreement Between
Owner and Architect, AIA Document B141-1997.


 


§ 1.4.1.2 Standard Form of Architect’s
Services: Design and Contact Administration, AIA Document B141-1997.


 


§ 1.4.1.3 Other documents as follows:


 


Project budget titled “Worth County Estimate”
dated January 06, 2005, prepared by KGA Architecture Omega Design Design
services Agreement (provided for description of the scope of services for Food
Service design)


 


Yaggy Colhy Associates Proposal for Civil
Engineering Services (provided for description of services to be provided for
Civil Engineering and Landscape design)


 


§ 1.4.2 Special Terms and Conditions, Special
terms and conditions that modify this Agreement are as follows:


 


The services
shall be provided as follows:


 


Basic Design Services shall include:


•                                          License
Application Process


•                                          Schematic
Design


•                                          Design
Development


•                                          Construction
Documents


•                                          Bidding/Negotiation


•                                          Construction
Administration


 


Supplemental Design Services shall
include:


•                                          Interior
Design


•                                          Communication
/ Low Voltage Design


•                                          Food
Service Design


•                                          Civil
Engineering / Landscape Design


 


Basic and Supplemental Services will exclude
the following:


 


1.                                       All
Professional services indicated as not a part of the proposal on the matrix of
Professional Services included in Part 2 of this agreement.


2.                                       Environmental
Testing Studies or Inspection of any nature.


3.                                       Renderings
above the specified amount in Part 2 of this agreement.


4.                                       Models


5.                                       All
reproduction of drawings, plotting and specifications.


6.                                       Out
of town travel, lodging, meals, mailing, shipping, long distance phone calls,
etc.


7.                                       The
signing of certification letters and/or forms required by lending agencies or
any other agency regarding warranties and guarantees of construction quality,
environmental concerns, use of property, of codes or ADA compliance, etc.


 


 


AIA Document B141TM – 1997 Part 1. Copyright ©
1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987 and 1997 by The American Institute of Architects. All rights
reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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Notwithstanding the foregoing, the Design Professional shall execute one
or more certifications to construction and permanent lenders which provide, in
relevant part, that the Design Professional has prepared or supervised the
preparation of the plans and specifications for the Project, that a true,
correct and complete list is attached to such certificate, that such plans and
specifications comply with applicable zoning laws and other legal requirements
and that the Design Professional shall cooperate with the other consultants and
professionals.  Such certificate shall
include an undertaking that the Design Professional shall notify such lender in
writing if there is any material variation from the plans and specifications,
which comes to the attention of the Design Professional (without any obligation
on the part of the Design Professional to conduct any independent
investigation).


8.             At the request of the
Owner, the Architect has retained Yaggy Colby Associates, a Civil Engineering
firm, for the preparation of Civil studies and reports. The Architect is
providing this service as an administrative courtesy to the Owner.  However, in doing so, the Architect assumes
no responsibility or liability of any nature for accuracy and completeness of
these Professional Services.


 


ARTICLE
1.5  COMPENSATION


 


§ 1.5.1 For the Architect’s services as
described under Article 1.4, compensation shall be computed as follows:


 


Compensation
for Basic and Supplemental Services
shall be as follows:


 


	
  •

  	
  Basic Services:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  License
  Application Process

  	
   

  	
  $

  	
  50,000.00

  	
   

  
	
   

  	
  2.

  	
  Schematic/Zoning
  Design Phase

  	
   

  	
  $

  	
  80,000.00

  	
   

  
	
   

  	
  3.

  	
  Design
  Development Phase

  	
   

  	
  $

  	
  220,000.00

  	
   

  
	
   

  	
  4.

  	
  Construction
  Document Phase

  	
   

  	
  $

  	
  450,000.00

  	
   

  
	
   

  	
  5.

  	
  Bidding/Negotiation
  Phase

  	
   

  	
  $

  	
  50,000.00

  	
   

  
	
   

  	
  6.

  	
  Construction
  Administration Phase

  	
   

  	
  $

  	
  150,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUB TOTAL

  	
   

  	
  $

  	
  1,000,000.00

  	
   

  



 


	
  •

  	
  Supplemental Services:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Interior Design

  	
   

  	
  $

  	
  160,000.00

  	
   

  
	
   

  	
  2.

  	
  Renderings and Presentation Sketches

  	
   

  	
  $

  	
  12,000.00

  	
  *

  
	
   

  	
  3.

  	
  Low Voltage Infrastructure Design

  	
   

  	
  $

  	
  35,000.00

  	
  *

  
	
   

  	
  4.

  	
  Food Service Design

  	
   

  	
  $

  	
  29,000.00

  	
  *

  
	
   

  	
  5.

  	
  Civil Engineering

  	
   

  	
  $

  	
  264,000.00

  	
  *

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUB TOTAL

  	
   

  	
  $

  	
  500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRAND
  TOTAL

  	
   

  	
  $

  	
  1,500,000.00

  	
   

  



 










* Note: Fees marked with “*” include 15% above direct consultant fees
for Architectural coordination


 


§ 1.5.2 If the services of the Architect are
changed as described in Section 1.3.3.1, the Architect’s compensation shall be
adjusted.  Such adjustment shall be
calculated in an equitable manner.


 


(Paragraph deleted)


 


§ 1.5.3 For a Change in Services of the
Architect’s consultants, compensation shall be computed as a multiple of 1.15
times the amounts billed to the Architect for such services.


 


§ 1.5.4 For Reimbursable Expenses as described
in Section 1.3.9.2, and any other items included in Section 1.5.5 as
Reimbursable Expenses, the compensation shall be computed as a multiple of 1.15
times the expenses incurred by the Architect, and the Architect’s employees and
consultants.


 


§ 1.5.5 Other Reimbursable Expenses, if any,
are as follows:


 


 


AIA Document B141TM – 1997 Part 1. Copyright ©
1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987 and 1997 by The American Institute of Architects. All rights
reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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See 1.3.9.2
above 


 


§ 1.5.6 The rates and multiples for services
of the Architect and the Architect’s consultants as set forth in this Agreement
shall be adjusted in accordance with their normal salary review practices.


 


§ 1.5.7 An initial payment of Zero Dollars
($0) shall be made upon execution of this Agreement and is the minimum payment
under this Agreement. It shall be credited to the Owner’s account at final
payment. Subsequent payments for services shall be made monthly, and where
applicable, shall be in proportion to services performed on the basis set
fourth is this Agreement.


 


§ 1.5.8 Payments are due and payable Thirty
(30) days from the date of the Architect’s invoice. Amounts unpaid Thirty-Five
(35) days after the invoice date shall bear interest at the rate entered below,
or in the absence thereof at the legal rate prevailing from time to time at the
principal place of business of the Architect.


 


(Paragraph deleted)


 


1.00% monthly


 


(Paragraph deleted)


 


§ 1.5.9 As a courtesy to the Owner, the
Architect agrees to the following schedule of payments during the period from
February 2005 through and including June 2005. The Owner and Architect agree
that the compensation earned for services performed by the Architect and its
consultants during that period will exceed the payment amounts due under this
schedule, and that payment in full for all amounts earned as of May 31, 2005
will be made no later than June 30, 2005. In the event of suspension and/or
termination of this agreement, all amounts earned up to and including the date
of temporary and/or permanent termination, shall become fully due and payable
at that time, regardless of this schedule.


 


Schedule of Payments:


 


	
  Architect’s Invoice Date

  	
   

  	
  Owner’s
  Payment Amount

  	
   

  	
  Payment
  Date

  
	
  January 31, 2005

  	
   

  	
  $100,000.00

  	
   

  	
  No later than February 28, 2005

  
	
  February 28, 2005

  	
   

  	
  $100,000.00

  	
   

  	
  No later than March 31, 2005

  
	
  March 31, 2005

  	
   

  	
  $100,000.00

  	
   

  	
  No later than April 30, 2005

  
	
  April 30, 2005

  	
   

  	
  $100,000.00

  	
   

  	
  No later than May 31, 2005

  
	
  May 31, 2005

  	
   

  	
  Full balance earned to date

  	
   

  	
  No later than June 30, 2005

  
	
  All Subsequent

  	
   

  	
  Balance earned to date

  	
   

  	
  No later than the last day of the next month

  



 


This Agreement entered into as of the day and year first written above.


 


	
  OWNER

  	
   

  	
  ARCHITECT

  
	
   

  	
   

  	
   

  
	
  /s/ Michael Luzich

  	
   

  	
  /s/ George F. Garlock

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
  Mr. Michael Luzich, President

  	
   

  	
  George F. Garlock, AIA, Founding Principal

  
	
  (Printed name and title)

  	
   

  	
  (Printed name and title)

  



 


 


AIA Document B141TM – 1997 Part 1. Copyright ©
1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987 and 1997 by The American Institute of Architects. All rights
reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International
Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 12:04:47 on 03/14/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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15





















 


	
  

  	
  Document
  B141TM – 1997 Part 2

  



 


Standard
Form of Architect’s Services:


Design and Contract Administration


 


TABLE OF ARTICLES


 


	
  2.1

  	
  PROJECT ADMINISTRATION SERVICES

  
	
   

  	
   

  
	
  2.2

  	
  SUPPORTING SERVICES

  
	
   

  	
   

  
	
  2.3

  	
  EVALUATION AND PLANNING SERVICES

  
	
   

  	
   

  
	
  2.4

  	
  DESIGN
  SERVICES

  
	
   

  	
   

  
	
  2.5

  	
  CONSTRUCTION PROCUREMENT SERVICES

  
	
   

  	
   

  
	
  2.6

  	
  CONTRACT ADMINISTRATION SERVICES

  
	
   

  	
   

  
	
  2.7

  	
  FACILITY OPERATION SERVICES

  
	
   

  	
   

  
	
  2.8

  	
  SCHEDULE OF SERVICES

  
	
   

  	
   

  
	
  2.9

  	
  MODIFICATIONS

  



 


ADDITIONS AND DELETIONS:


 


The author of this document has added information needed for its
completion. The author may also have revised the text of the original AIA
standard form. An Additions and Deletions Report
that notes added information as well as revisions to the standard form text is
available from the author and should be reviewed. A vertical line in the left
margin of this document indicates where the author has added necessary
information and where the author has added to or deleted from the original AIA
text.


 


This document has important legal consequences. Consultation with an
attorney is encouraged with respect to its completion or modification.


 


ARTICLE 2.1       PROJECT
ADMINISTRATION SERVICES


 


§ 2.1.1 The Architect shall manage the
Architect’s services and administer the Project. The Architect shall consult
with the Owner, research applicable design criteria, attend Project meetings,
communicate with members of the Project team and issue progress reports. The
Architect shall coordinate the services provided by the Architect and the
Architect’s consultants with those services provided by the Owner and the Owner’s
consultants.


 


§ 2.1.2 When Project requirements have been
sufficiently identified, the Architect shall prepare and periodically update, a
Project schedule that shall identify milestone dates for decisions required of
the Owner, design services furnished by the Architect, completion of
documentation provided by the Architect, commencement of construction and
Substantial Completion of the Work.


 


§ 2.1.3 The Architect shall consider the value
of alternative materials, building systems and equipment, together with other
considerations based on program, budget and aesthetics in developing the design
for the Project.


 


§ 2.1.4 Upon request of the Owner, the
Architect shall make a presentation to explain the design of the Project to
representatives of the Owner.


 


§ 2.1.5 The Architect shall submit design
documents to the Owner at intervals appropriate to the design process for
purposes of evaluation and approval by the Owner. The Architect shall be entitled
to rely on approvals received from the Owner in the further development of the
design.


 


§ 2.1.6 The Architect shall assist the Owner
in connection with the Owner’s responsibility for filing documents required for
the approval of governmental authorities having jurisdiction over the Project.


 


 


AIA
Document B141TM – 1997 Part 2. Copyright © 1917, 1926, 1948, 1951, 1953, 1958,
1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American
Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 15:00:32 on 03/10/2005 under Order No.1000163036_4
which expires on 12/22/2005, and is not for resale. 


 


	
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§ 2.1.7
EVALUATION OF BUDGET AND COST OF THE WORK


 


§ 2.1.7.1 When
the Project requirements have been sufficiently identified, the Architect shall
prepare a preliminary estimate of the Cost of the Work.  This estimate may be based on current area, volume
or similar conceptual estimating techniques. 
As the design process progresses through the end of the preparation of
the Construction Documents, the Architect shall update and refine the
preliminary estimate of the Cost of the Work. 
The Architect shall advise the Owner of any adjustments to previous
estimates of the Cost of the Work indicated by changes in Project requirements
or general market conditions.  If at any
time the Architect’s estimate of the Cost of the Work exceeds the Owner’s
budget, the Architect shall make appropriate recommendations to the Owner to
adjust the Project’s size, quality or budget, and the Owner shall cooperate
with the Architect in making such adjustments.


 


§ 2.1.7.2 Evaluations
of the Owner’s budget for the Project, the preliminary estimate of the Cost of
the Work and updated estimates of the Cost of the Work prepared by the
Architect represent the Architect’s 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 Owner’s budget for the Project or from any estimate of the
Cost of the Work or evaluation prepared or agreed to by the Architect.


 


§ 2.1.7.3
In preparing estimates of the Cost of the Work, 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 as may be necessary to adjust the estimated Cost of
the Work to meet the Owner’s budget for the Cost of the Work. If an increase in
the Contract Sum occurring after execution of the Contract between the Owner
and the Contractor causes the budget for the Cost of the Work to be exceeded
that budget shall be increased accordingly.


 


§ 2.1.7.4
If bidding or negotiation has not commenced within 90 days after the Architect
submits the Construction Documents to the Owner, the budget for the Cost of the
Work shall be adjusted to reflect changes in the general level of prices in the
construction industry.


 


§ 2.1.7.5
If the budget for the Cost of the Work is exceeded by the lowest bona fide bid
or negotiated proposal, the Owner shall:


 


.1             give written approval
of an increase in the budget for the Cost of the Work;


.2             authorize rebidding
or renegotiating of the Project within a reasonable time;


.3             terminate in
accordance with Section 1.3.8.5; or


.4             cooperate in revising
the Project scope and quality as required to reduce the Cost of the Work.


 


§ 2.1.7.6
If the Owner chooses to proceed under Section 2.1.7.5.4, the Architect, without
additional compensation, shall modify the documents for which the Architect is
responsible under this Agreement as necessary to comply with the budget for the
Cost of the Work.  The modification of
such documents shall be the limit of the Architect’s responsibility under this
Section 2.1.7.  The Architect shall be
entitled to compensation in accordance with this Agreement for all services
performed whether or not construction is commenced.


 


ARTICLE 2.2 SUPPORTING SERVICES


 


§ 2.2.1
Unless specifically designated in Section 2.8.3, the services in this Article
2.2 shall be provided by the Owner or the Owner’s consultants and contractors.


 


§ 2.2.1.1
The Owner shall furnish a program setting forth the Owner’s objectives,
schedule, constraints and criteria, including space requirements and
relationships, special equipment, systems and site requirements.


 


 


AIA
Document B141TM – 1997 Part 2. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved. WARNING:
This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 15:00:32 on 03/10/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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§ 2.2.1.2
The Owner shall furnish surveys to describe physical characteristics, legal
limitations and utility locations for the site of the Project, and a written
legal description of the site.  The
surveys and legal information shall include, as applicable, grades and lines of
streets, alleys, Pavements and adjoining property and structures; adjacent
drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed
restrictions, boundaries and contours of the site; locations, dimensions and
necessary data with respect to existing buildings, other improvements and
trees; and information concerning available utility services and lines, both
public and private, above and below grade, including inverts and depths.  All the information on the survey shall be
referenced to a Project benchmark.


 


At the request of the Owner,
the Architect will retain Yaggy Colby Associates, a Civil Engineering firm, to
provide the services indicated above. 
The Architect provides these services as an administrative courtesy to
the Owner.  However, in doing so, the
Architect assumes no responsibility or liability of any nature for the accuracy
and completeness of these Professional Services.  The attached Yaggy Colby Associates proposal
defines the services to be provided.


 


§ 2.2.1.3
The Owner shall furnish services of geotechnical engineers which may include
but are not limited to test borings, test pits, determinations of soil bearing
values, percolation tests, evaluations of hazardous materials, ground corrosion
tests and resistivity tests, including necessary operations for anticipating
subsoil conditions, with reports and appropriate recommendations.


 


At the request of the Owner,
the Architect will retain Yaggy Colby Associates, a Civil Engineering firm, to
provide the services Indicated above. 
The Architect provides these services as an administrative courtesy to
the Owner.  However, in doing so, the
Architect assumes no responsibility or liability of any nature for the accuracy
and completeness of these Professional Services.  The attached Yaggy Colby Associates proposal
defines the services to be provided.


 


ARTICLE 2.3 EVALUATION AND PLANNING SERVICES


 


§ 2.3.1
The Architect shall provide a preliminary evaluation of the information
furnished by the Owner under this Agreement, including the Owner’s program and
schedule requirements and budget for the Cost of the Work, each in terms of the
other.  The Architect shall review such
information to ascertain that it is consistent with the requirements of the
Project and shall notify the Owner of any other information or consultant
services that may be reasonably needed for the Project.


 


§ 2.3.2
The Architect shall provide a preliminary evaluation of the Owner’s site for
the Project based on the information provided by the Owner of site conditions,
and the Owner’s program, schedule and budget for the Cost of the Work.


 


§ 2.3.3
The Architect shall review the Owner’s proposed method of contracting for
construction services and shall notify the Owner of anticipated impacts that
such method may have on the Owner’s program, financial and time requirements,
and the scope of the Project.


 


ARTICLE
2.4 DESIGN SERVICES


 


§ 2.4.1 The
Architect’s design services shall include normal structural, mechanical and
electrical engineering services.


 


In addition,
the following services shall be provided as Supplemental Services:


Interior
Design


Communication /
Low Voltage Design


Food Service
Design


Civil
Engineering / Landscape Design


 


 


AIA
Document B141TM – 1997 Part 2. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 15:00:32 on 03/10/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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§ 2.4.2
SCHEMATIC DESIGN DOCUMENTS


 


§ 2.4.2.1
The Architect shall provide Schematic Design Documents based on the mutually
agreed-upon program, schedule, and budget for the Cost of the Work.  The documents shall establish the conceptual
design of the Project illustrating the scale and relationship of the Project
components.  The Schematic Design
Documents shall include a conceptual site plan, if appropriate, and preliminary
building plans, sections and elevations. 
At the Architect’s option, the Schematic Design Documents may include
study models, perspective sketches, electronic modeling or combinations of
these media.  Preliminary selections of
major building systems and construction materials shall be noted on the
drawings or described in writing.


 


The Architect will provide as a
Supplemental Service two exterior renderings and three interior vignettes.


 


§ 2.4.3
DESIGN DEVELOPMENT DOCUMENTS


 


§ 2.4.3.1
The Architect shall provide Design Development Documents based on the approved
Schematic Design Documents and updated budget for the Cost of the Work.  The Design Development Documents shall
illustrate and describe the refinement of the design of the Project,
establishing the scope, relationships, forms, size and appearance of the
Project by means of plans, sections and elevations, typical construction
details, and equipment layouts.  The
Design Development Documents shall include specifications that identify major
materials and systems and establish in general their quality levels.


 


§ 2.4.4
CONSTRUCTION DOCUMENTS


 


§ 2.4.4.1
The Architect shall provide Construction Documents based on the approved Design
Development Documents and updated budget for the Cost of the Work.  The Construction Documents shall set forth in
detail the requirements for construction of the Project.  The Construction Documents shall include
Drawings and Specifications that establish in detail the quality levels of
materials and systems required for the Project.


 


§ 2.4.4.2 During
the development of the Construction Documents, the Architect shall assist the
Owner in the development and preparation of: (1) bidding and procurement
information which describes the time, place and conditions of bidding; bidding
or proposal forms; and the form of agreement between the Owner and the
Contractor; and (2) the Conditions of the Contract for Construction (General,
Supplementary and other Conditions). The Architect also shall compile the
Project Manual that includes the Conditions of the Contract for Construction
and Specifications and may include bidding requirements and sample forms.


 


ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES


 


§ 2.5.1
The Architect shall assist the Owner in obtaining either competitive bids or
negotiated proposals and shall assist the Owner in awarding and preparing
contracts for construction.


 


§ 2.5.2
The Architect shall assist the Owner in establishing a list of prospective
bidders or contractors.


 


§ 2.5.3
The Architect shall assist the Owner in bid validation or proposal evaluation
and determination of the successful bid or proposal, if any. If requested by
the Owner, the Architect shall notify all prospective bidders or contractors of
the bid or proposal results.


 


§ 2.5.4
COMPETITIVE BIDDING


 


§ 2.5.4.1
Bidding Documents shall consist of bidding requirements, proposed contract
forms, General Conditions and Supplementary Conditions, Specifications and
Drawings.


 


§ 2.5.4.2
If requested by the Owner, the Architect shall arrange for procuring the
reproduction of Bidding Documents for distribution to prospective bidders.  The Owner shall pay directly for the cost of
reproduction or shall reimburse the Architect for such expenses.


 


§ 2.5.4.3
If requested by the Owner, the Architect shall distribute the Bidding Documents
to prospective bidders and request their return upon completion of the bidding
process.  The Architect shall maintain a
log of distribution and retrieval, and the amounts of deposits, if any,
received from and returned to prospective bidders.


 


§ 2.5.4.4
The Architect shall consider requests for substitutions, if permitted by the
Bidding Documents, and shall prepare and distribute addenda identifying
approved substitutions to all prospective bidders.


 


 


AIA
Document B141TM – 1997 Part 2. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be prosecuted
to the maximum extent possible under the law. This document was produced by
AIA software at 15:00:32 on 03/10/2005 under Order No.1000153036_4 which
expires on 12/22/2005, and is not for resale.


 


	
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§ 2.5.4.5
The Architect shall participate in or, at the Owner’s direction, shall organize
and conduct a pre-bid conference for prospective bidders.


 


§ 2.5.4.6
The Architect shall prepare responses to questions from prospective bidders and
provide clarifications and interpretations of the Bidding Documents to all
prospective bidders in the form of addenda.


 


§ 2.5.4.7
The Architect shall participate in or, at the Owner’s direction, shall organize
and conduct the opening of the bids. The Architect shall subsequently document
and distribute the bidding results, as directed by the Owner.


 


§ 2.5.5
NEGOTIATED PROPOSALS


 


§ 2.5.5.1
Proposal Documents shall consist of proposal requirements, proposed contract
forms, General Conditions and Supplementary Conditions, Specifications and
Drawings.


 


§ 2.5.5.2
If requested by the Owner, the Architect shall arrange for procuring the
reproduction of Proposal Documents for distribution to prospective
contractors.  The Owner shall pay
directly for the cost of reproduction or shall reimburse the Architect for such
expenses.


 


§ 2.5.5.3
If requested by the Owner, the Architect shall organize and participate in
selection interviews with prospective contractors.


 


§ 2.5.5.4
The Architect shall consider requests for substitutions, if permitted by the
Proposal Documents, and shall prepare and distribute addenda identifying
approved substitutions to all prospective contractors.


 


§ 2.5.5.5
If requested by the Owner, the Architect shall assist the Owner during negotiations
with prospective contractors.  The
Architect shall subsequently prepare a summary report of the negotiation
results, as directed by the Owner.


 


ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES


 


§ 2.6.1
GENERAL ADMINISTRATION


 


§ 2.6.1.1
The Architect shall provide administration of the Contract between the Owner
and the Contractor 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 Modifications made to the General Conditions, when adopted as
part of the Contract Documents shall be enforceable under this Agreement only
to the extent that they are consistent with this Agreement or approved in
writing by the Architect.


 


§ 2.6.1.2
The Architect’s responsibility to provide the Contract Administration Services
under this Agreement commences with the award of the initial Contract for
Construction and terminates at the issuance to the Owner of the final
Certificate for Payment.  However, the
Architect shall be entitled to a Change in Services in accordance with Section
2.8.2 when Contract Administration Services extend 60 days after the date of
Substantial Completion of the Work.


 


§ 2.6.1.3
The Architect shall be a representative of and shall advise and consult with
the Owner during the provision of the Contract Administration Services.  The Architect shall have authority to act on
behalf of the Owner only to the extent provided in this Agreement unless
otherwise modified by written amendment.


 


§ 2.6.1.4
Duties, responsibilities and limitations of authority of the Architect under
this Article 2.6 shall not be restricted, modified or extended without written
agreement of the Owner and Architect with consent of the Contractor, which
consent will not be unreasonably withheld.


 


§ 2.6.1.5
The Architect shall review properly prepared, timely requests by the Contractor
for additional information about the Contract Documents.  A properly prepared request for additional
information about the Contract Documents shall be in a form prepared or
approved by the Architect and shall include a detailed written statement that
indicates the specific Drawings or Specifications in need of clarification and
the nature of the clarification requested.


 


§ 2.6.1.6
If deemed appropriate by the Architect, the Architect shall on the Owner’s
behalf prepare, reproduce and distribute supplemental Drawings and
Specifications in response to requests for information by the Contractor.


 


 


AIA
Document B141TM – 1997 Part 2. Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. All rights reserved.
WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 15:00:32 on 03/10/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale.


 


	
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5





















 


§ 2.6.1.7 The
Architect shall interpret and decide matters concerning performance of the
Owner and Contractor under, and requirements of, the Contract Documents on
written request of either the Owner or Contractor.  The Architect’s response to such requests
shall be made in writing within any time limits agreed upon or otherwise with
reasonable promptness.


 


§ 2.6.1.8
Interpretations and decisions 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 and initial decisions, the Architect shall endeavor
to secure faithful performance by both Owner and Contractor, shall not show
partially to either, and shall not be liable for the results of interpretations
or decisions so rendered in good faith.


 


§ 2.6.1.9 The
Architect shall render initial decisions on claims, disputes or other matters
in question between the Owner and Contractor as provided in the Contract
Documents.  However, the Architect’s
decisions on matters relating to aesthetic effect shall be final if consistent
with the intent expressed in the Contract Documents.


 


§ 2.6.2 EVALUATIONS OF THE WORK


 


§ 2.6.2.1 The
Architect, as a representative of the Owner, shall visit the site at intervals
appropriate to the stage of the Contractor’s operations, or as otherwise agreed
by the Owner and the Architect in Article 2.8, (1) to become
generally familiar with and to keep the Owner informed about the progress and
quality of the portion of the Work completed. (2) to endeavor to guard the
Owner against defects and deficiencies in the Work, and (3) to determine
in general if the Work is being performed in a manner indicating that the Work,
when fully completed, will be 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.  The Architect
shall neither have control over or charge of, nor be responsible for, the
construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the Work, since these are solely
the Contractor’s rights and responsibilities under the Contract Documents.


 


§ 2.6.2.2 The
Architect shall report to the Owner known deviations from the Contract
Documents and from the most recent construction schedule submitted by the
Contractor, However, the Architect shall not be responsible for the Contractor’s
failure to perform the Work in accordance with the requirements of the Contract
Documents.  The Architect shall be
responsible for the Architect’s negligent acts or omissions, but shall not have
control over or charge of and shall not be responsible for acts or omissions of
the Contractor, Subcontractors, or their agents or employees, or of any other
persons or entities performing portions of the Work.


 


§ 2.6.2.3 The
Architect shall at all times have access to the Work wherever it is in
preparation or progress.


 


§ 2.6.2.4
Except as otherwise provided in this Agreement or when direct communications
have been specially authorized the Owner shall endeavor to communicate with the
Contractor through the Architect about matters arising out of or relating to
the Contract Documents.  Communications
by and with Architect’s consultants shall be through the Architect.


 


§ 2.6.2.5 The
Architect shall have authority to reject Work that does not conform to the
Contract Documents.  Whenever the
Architect considers it necessary or advisable, the Architect will have
authority to require 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.  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 Contractor, Subcontractors, material and
equipment suppliers, their agents or employees or other persons or entities
performing portions of the Work.


 


 


AIA Document B141TM – 1997 Part 2.
Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961,
1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of
Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 15:00:32 on 03/10/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale. 


 


	
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§ 2.6.3 CERTIFICATION OF PAYMENTS TO
CONTRACTOR


 


§ 2.6.3.1 The
Architect shall review and certify the amounts due the Contractor and shall
issue Certificates for Payment in such amounts. 
The Architect’s certification for payment shall constitute a
representation to the Owner, based on the Architect’s evaluation of the Work as
provided in Section 2.6.2 and on the data comprising the Contractor’s
Application for Payment, that the Work has progressed to the point indicated
and that, to the best of the Architect’s knowledge, information and belief, the
quality of the Work is in accordance with the Contract Documents.  The foregoing representations are subject (1) to
an evaluation of the Work for conformance with the Contract Documents upon
Substantial Completion, (2) to results of subsequent tests and
inspections, (3) to correction of minor deviations from the Contract
Documents prior to completion, and (4) to specific qualifications
expressed by the Architect.


 


§ 2.6.3.2 The
issuance of a Certificate for Payment shall not be a representation that the
Architect has (1) made exhaustive or continuous on-site inspections to
check the quality or quantity of the Work, (2) reviewed construction
means, methods, techniques, sequences or procedures, (3) reviewed copies
of requisitions received from Subcontractors and material suppliers and other
data requested by the Owner to substantiate the Contractor’s right to payment,
or (4) ascertained how or for what purpose the Contractor has used money
previously paid on account of the Contract Sum.


 


§ 2.6.3.3 The
Architect shall maintain a record of the Contractor’s Applications for Payment.


 


§ 2.6.4 SUBMITTALS


 


§ 2.6.4.1 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 the limited purpose of checking for conformance with information given
and the design concept expressed in the Contract Documents.  The Architect’s action shall be taken with
such reasonable promptness as to cause no delay in the Work or in the activities
of the Owner, Contractor or separate contractors 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, all of which remain the
responsibility of the Contractor as 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 any 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.


 


§ 2.6.4.1.1
Upon review of Contractor provided Shop Drawings, the Architect shall affix a
stamp indicating the Architect’s comments to the Contractor regarding the
submittal.  In addition to the Architect’s
evaluation of the submittal, this stamp shall contain the following statement:


 


Corrections or comments made on the shop
drawings during this review do not relieve the Contractor from compliance with
requirements of the drawings and specifications.  This check is only for review of the general
conformance with the design concept of the project and general compliance with
the information given in the Contract Documents.  The Contractor is responsible for confirming
and correlating all quantities and dimensions, selecting fabrication processes
and techniques of construction, coordinating his or her work with that of all
other trades and performing all work in a safe and satisfactory manner.”


 


An impression made from the Architect’s Shop Drawings Review stamp is
provided as an attachment to this agreement.


 


§ 2.6.4.2 The
Architect shall maintain a record of submittals and copies of submittals
supplied by the Contractor in accordance with the requirements of the Contract
Documents.


 


 


AIA Document B141TM – 1997 Part 2.
Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961,
1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of
Architects. All rights reserved. WARNING: This AIA® Document is protected by
U.S. Copyright Law and International Treaties. Unauthorized reproduction or
distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. This document was
produced by AIA software at 15:00:32 on 03/10/2005 under Order No.1000153036_4
which expires on 12/22/2005, and is not for resale. 


 


	
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§ 2.6.4.3 If professional design services or
certifications by a design professional related to systems, materials or
equipment are specifically required of the Contractor by the Contract
Documents, the Architect shall specify appropriate performance and design
criteria that such services must satisfy. Shop Drawings and other submittals
related to the Work designed or certified by the design professional retained
by the Contractor shall bear such professional’s written approval when
submitted to the Architect.  The
Architect shall be entitled to rely upon the adequacy, accuracy and
completeness of the services, certifications or approvals performed by such
design professionals.


 


§ 2.6.5 CHANGES IN THE WORK


 


§ 2.6.5.1 The Architect shall prepare Change Orders
and Construction Change Directives for the Owner’s approval and execution in
accordance with the Contract Documents. The Architect may authorize minor
changes in the Work not involving an adjustment in Contract Sum or an extension
of the Contract Time which are consistent with the intent of the Contract Documents.  If necessary, the Architect shall prepare,
reproduce and distribute Drawings and Specifications to describe Work to be
added, deleted or modified, as provided in Section 2.8.2.


 


§ 2.6.5.2 The Architect shall review properly
prepared, timely requests by the Owner or Contractor for changes in the Work,
including adjustments to the Contract Sum or Contract Time.  A properly prepared request for a change in
the Work shall be accompanied by sufficient supporting data and information to
permit the Architect to make a reasonable determination without extensive
investigation or preparation of additional drawings or specifications.  If the Architect determines that requested
changes in the Work are not materially different from the requirements of the
Contract Documents, the Architect may issue an order for a minor change in the
Work or recommend to the Owner that the requested change be denied.


 


§ 2.6.5.3 If the Architect determines that
implementation of the requested changes would result in a material change to
the Contract that may cause an adjustment in the Contract Time or Contract Sum,
the Architect shall make a recommendation to the Owner, who may authorize
further investigation of such change. 
Upon such authorization, and based upon information furnished by the
Contractor, if any, the Architect shall estimate the additional cost and time
that might result from such change, including any additional costs attributable
to a Change in Services of the Architect. 
With the Owner’s approval, the Architect shall incorporate those
estimates into a Change Order or other appropriate documentation for the Owner’s
execution or negotiation with the Contractor.


 


§ 2.6.5.4 The Architect shall maintain records
relative to changes in the Work.


 


§ 2.6.6. PROJECT COMPLETION


 


§ 2.6.6.1 The Architect shall conduct inspection to
determine the date or dates of Substantial Completion and the date of final
completion, shall receive from the Contractor and forward to the Owner, for the
Owner’s review and records, written warranties and related documents required
by the Contract Documents and assembled by the Contractor, and shall issue a
final Certificate for Payment based upon a final inspection indicating the Work
complies with the requirements of the Contract Documents.


 


§ 2.6.6.2 The Architect’s inspection shall be
conducted with the Owner’s Designated Representative to check conformance of
the Work with the requirements of the Contract Documents and to verify the
accuracy and completeness of the list submitted by the Contractor of Work to be
completed or corrected.


 


§ 2.6.6.3 When the Work is found to be substantially
complete, the Architect shall inform the Owner about the balance of the
Contract Sum remaining to be paid the Contractor, including any amounts to pay
for final completion or correction of the Work.


 


§ 2.6.6.4 The Architect shall receive from the
Contractor and forward to the Owner: (1) consent of surety or sureties, if any,
to reduction in or partial release of retainage or the making of final payment
and (2) affidavits, receipts, releases and waivers of liens or bonds
indemnifying the Owner against liens.


 


 


AIA
Document B141TM – 1997 Part 2. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961,
1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of
Architects.  All rights
reserved.  WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will
be prosecuted to the maximum extent possible under the law.  This document was produced by AIA software at
15:00:32 on 03/10/2005 under Order No.1000153036_4 which expires on 12/22/2005,
and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (2235359594)

  



 


8





















 


ARTICLE 2.7 FACILITY OPERATION SERVICES


 


§ 2.7.1
The Architect shall meet with the Owner or the Owner’s Designated
Representative promptly after Substantial Completion to review the need for
facility operation services.


 


§ 2.7.2
Upon request of the Owner, and prior to the expiration of one year from the
date of Substantial Completion, the Architect shall conduct a meeting with the
Owner and the Owner’s Designated Representative to review the facility operations
and performance and to make appropriate recommendations to the Owner.


 


ARTICLE 2.8 SCHEDULE OF SERVICES


 


§ 2.8.1
Design and Contract Administration Services beyond the following limits shall
be provided by the Architect as a Change in Services in accordance with Section
1.3.3:


 


.1             up
to three (3) reviews of each Shop Drawing, Product Data item, sample and
similar submittal of the Contractor.


.2             up
to fourteen (14) visits to the site by the Architect over the duration of the
Project during construction.


.3             up
to three (3) inspections for any portion of the Work to determine whether such
portion of the Work is substantially complete in accordance with the
requirements of the Contract Documents.


.4             up
to two (2) inspections for any portion of the Work to determine final
completion.


 


§ 2.8.2
The following Design and Contract Administration Services shall be provided by
the Architect as a Change in Services in accordance with Section 1.3.3:


 


.1             review
of a Contractor’s submittal out of sequence from the submittal schedule agreed
to by the Architect;


.2             responses
to the Contractor’s requests for information where such information is
available to the Contractor from a careful study and comparison of the Contract
Documents, field conditions, other Owner-provided information,
Contractor-prepared coordination drawings, or prior Project correspondence or
documentation;


.3             Change
Orders and Construction Change Directives requiring evaluation of proposals,
including the preparation or revision of Instruments of Service;


.4             providing
consultation concerning replacement of Work resulting from fire or other cause
during construction;


.5             evaluation
of an extensive number of claims submitted by the Owner’s consultants, the
Contractor or others in connection with the Work;


.6             evaluation
of substitutions proposed by the Owner’s consultants or contractors and making
subsequent revisions to Instruments of Service resulting therefrom;


.7             preparation
of design and documentation for alternate bid or proposal requests proposed by
the Owner; or


.8             Contract
Administrative Services provided 60 days after the date of Substantial
Completion of the Work.


 


 


AIA
Document B141TM – 1997 Part 2. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961,
1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of
Architects.  All rights
reserved.  WARNING: This AIA®
Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA® Document, or
any portion of it, may result in severe civil and criminal penalties, and will
be prosecuted to the maximum extent possible under the law.  This document was produced by AIA software at
15:00:32 on 03/10/2005 under Order No.100015153036_4 which expires on 14/22/2005,
and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (2235359594)

  



 


9





















 


§ 2.8.3
The Architect shall furnish or provide the following services only if
specifically designated as included in the matrix below:


 


	
   

  	
   

  	
   

  	
   

  	
  Included

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Included

  	
   

  	
  under

  	
   

  	
  Not included

  	
   

  
	
   

  	
   

  	
  under Basic

  	
   

  	
  Supplemental

  	
   

  	
  in this

  	
   

  
	
  Professional Service

  	
   

  	
  Services

  	
   

  	
  Services

  	
   

  	
  Proposal

  	
   

  
	
  Civil
  Engineering - Offsite Design

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Master
  Topographic and Boundary Survey

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Master
  Drainage Study

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Master
  Traffic Study

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Civil
  Engineering - Onsite Design

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Zoning
  Submittal Package

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Environmental
  Investigation/Abatement Study

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(4)

  	
   

  
	
  Geotechnical
  Investigation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(4)

  	
   

  
	
  Interior and
  Exterior Landscape/Irrigation Design

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  On-Site Sewer
  and Water System Design

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Theming
  Consultant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(2)

  	
   

  
	
  Gaming
  Consultant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(2)

  	
   

  
	
  Architect -
  KGA Architecture

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interior
  Design

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Structural
  Engineering Design

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mechanical
  Engineering Design

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electrical
  Engineering Design

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plumbing Engineering
  Design

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Retail
  Design Consultant

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X(2)

  	
   

  
	
  Food and Bar
  Service Consultant

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Construction
  Cost Estimating

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(4)

  	
   

  
	
  Interior Signage
  and Graphics Consultant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(1)

  	
   

  
	
  Exterior
  Signage and Graphics Consultant, including Pylon Signage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(1)

  	
   

  
	
  Exterior
  Signage (Location and Layout Only)

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Renderings

  	
   

  	
   

  	
   

  	
  See 2.4.2.1

  	
   

  	
   

  	
   

  
	
  Acoustical
  Consultant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(2)

  	
   

  
	
  Security/Surveillance
  Consultant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(1)

  	
   

  
	
  Back of
  House Consultant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(2)

  	
   

  
	
  Telephone
  Consultant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(1)

  	
   

  
	
  Laundry
  Consultant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(2)

  	
   

  
	
  Code/Life
  Safety Consultant

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Smoke
  Management/QAA Consultant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(3)

  	
   

  
	
  ADA
  Accessibility Consultant beyond that provided by the Architect of Record

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(2)

  	
   

  
	
  Communications
  Low Voltage Consultant

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  On-site
  Construction Management Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(1)

  	
   

  
	
  Construction
  Laboratory Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X(4)

  	
   

  



 


 


AIA Document B141TM – 1997 Part 2.
Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. 
All rights reserved.  WARNING: This AIA® Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law.  This document was produced by AIA software at
15:00:32 on 03/10/2005 under Order No.1000153036_4 which expires on 12/22/2005,
and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (2235359594)

  



 


10





















 










(1)           This Professional
Services can be added as Supplemental Services to this proposal at 1.15 times
the actual cost of the services.


 


(2)           This
service is not anticipated to be required for this project.


 


(3)           Although
this service is not anticipated, local authorities will determine if the service
is required


 


(4)           This
service is under separate contract with the owner.


 


	
   

  	
   

  	
   

  	
   

  	
  Responsibility

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Architect, Owner or

  	
   

  	
   

  	
   

  
	
  Services

  	
   

  	
   

  	
   

  	
  Not Provided)

  	
   

  	
  Location of Service Description

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Programming

  	
   

  	
  Architect

  	
   

  	
  See
  Description of Services Below

  	
   

  
	
  2

  	
   

  	
  Land Survey
  Services

  	
   

  	
  Architect,
  subcontracted to Yaggy Colby Associate

  	
   

  	
  See attached
  proposal for Services provided by Yaggy Colby Associates

  	
   

  
	
  3

  	
   

  	
  Geotechnical
  Services

  	
   

  	
  Owner

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Space
  Schematics/Flow Diagrams

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Existing
  Facilities Surveys

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Economic
  Feasibility Studies

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Site
  Analysis and Selection

  	
   

  	
  Owner

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Environmental
  Studies and Reports

  	
   

  	
  Owner

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Owner
  Supplied Data Coordination

  	
   

  	
  Owner

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Schedule
  Development and Monitoring

  	
   

  	
  Owner

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Civil Design

  	
   

  	
  Architect,
  subcontracted to Yaggy Colby Associates

  	
   

  	
  See attached
  proposal for Services provided by Yaggy Colby Associates

  	
   

  
	
  12

  	
   

  	
  Landscape
  Design

  	
   

  	
  Architect,
  subcontracted to Yaggy Colby Associates

  	
   

  	
  See attached
  proposal for Services provided by Yaggy Colby Associates

  	
   

  
	
  13

  	
   

  	
  Interior
  Design

  	
   

  	
  Architect,
  as supplemental service

  	
   

  	
  See
  Description of Services Below

  	
   

  
	
  14

  	
   

  	
  Special
  Bedding or Negotiation

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Value
  Analysis

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  Detailed
  Cost Estimating

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  On-Site
  Project Representation

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  Construction
  Management

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  Start-up
  Assistance

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  Record
  Drawings

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  Post-Contract
  Evaluation

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  Tenant-Related
  Services

  	
   

  	
  Not Provided

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  Low Voltage
  Infrastructure Design

  	
   

  	
  Architect,
  subcontracted to JBA Consulting Engineers

  	
   

  	
  See
  Description of Services Below

  	
   

  
	
  24

  	
   

  	
  Food Service
  Design

  	
   

  	
  Architect,
  subcontracted to Omega Design

  	
   

  	
  See attached
  proposal for Services provided by Omega Design

  	
   

  
	
  25

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


AIA Document B141TM – 1997 Part 2.
Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. 
All rights reserved.  WARNING: This AIA® Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law.  This document was produced by AIA software at
15:00:32 on 03/10/2005 under Order No.1000153036_4 which expires on 12/22/2005,
and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (2235359594)

  



 


11





















 


Description of Services.


(Insert
descriptions of the services designated.)


 


Programming
/ License Application Process Scope of Services:


 


From
information and meeting with the various team representatives, we will assist
in finalizing the program needs for this specific project.  We will review and finalize the scope of the
zoning process, environmental study requirements and other “Right To Build
Issues”.


 


Low
Voltage Design Scope of Services:


 


The service
provided will be limited to design of passive Infrastructure, cabling and
low-voltage provisioning for the areas and system identified below.  System/equipment specifications and active
systems design are not included in this scope of work


 


Areas to be
included:


•              Casino


•              Offices


•              Bars/Restaurants


•              Public
Areas


•              Back of
House


•              Entertainment
Lounge


•              Parking
Area Surveillance


 


Systems
included:


•              Facility
RF MATV Distribution


•              Music
& Page


•              Admin
LAN System


•              CCTV
System


•              Point
of Sale System


•              Telephone


•              Time
System


•              Surveillance


 


Interior
Design Scope of Services:


 


The service
provided will shall establish and design the basic Interior Design requirement
for all areas.


 


•              Provide
sketches and/or preliminary drawings required to establish the character and
function for the space(s) and concept theme(s).  Included is one (1) sketch and color boards
for each design area (or theme) as required.


 


•              Prepare
design drawings and other documents to fix and describe the character of the
project/project areas as to materials and appearances, propose food/bar service
equipment and other essentials as may be appropriate.  Establish preliminary design and construction
requirements; provide preliminary mechanical, electrical, and plumbing rough-in
layouts for food/bar service equipment. 
Establish decorative criteria, recommend and select furniture,
furnishings and accessories.  Included is
one (1) colorboard for each design area (or theme) as required.


 


•              Finalize
all documents (i.e., interior elevations, reflected ceiling plans, floor/furnishings
plans, finish plans, design, intent/profile details, food/bar facilities
equipment plans, FF&E and finishes specifications) for bidding, fabrication
intent and installation requirements necessary for the project.


 


 


AIA Document B141TM – 1997 Part 2.
Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. 
All rights reserved.  WARNING: This AIA® Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law.  This document was produced by AIA software at
15:00:32 on 03/10/2005 under Order No.1000153036_4 which expires on 12/22/2005,
and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (2235359594)

  



 


12





















 


•              Assist
in evaluation of bids relating to Interior Design items; review of related
samples, submittals and shop drawings; attend specific project construction
meetings (normally at the mid-framing phase, at the mid-drywall phase);
periodic site inspections/supervision visits at the finishing and furnishing
phases as well as attend any emergency/special construction meetings as
requested.


 


ARTICLE
2.9 MODIFICATIONS


 


§ 2.9.1
Modifications to this Standard Form of Architect’s Services: Design and
Contract Administration, if any, are as follows:


 


§ 2.9.1.1
The Architect agrees that whenever, pursuant to this agreement, the Architect’s
consent is necessary or permitted, the Architect agrees that its consent will
not be unreasonably withheld or delayed.


 


§ 2.9.1.2
Notwithstanding anything contained herein to the contrary, in the event of
default the non-defaulting party agrees to give the defaulting party written
notice describing in detail the nature of the default and allowing the
defaulting party ten (10) days from the date of the written notice to cure or
such additional time as may be necessary provided such defaulting party
immediately commences to cure and diligently pursues the cure to completion.


 


§ 2.9.1.3
This Agreement is contingent upon its approval by the Iowa Racing and Gaming
Commission.  Failure to receive such approval
may result in termination of this agreement by the Owner, under the terms and
conditions defined above.


 


By its execution, this Standard
Form of Architect’s Services: Design and Contract Administration and
modifications hereto are incorporated into the Standard Form of Agreement
Between the Owner and Architect, AIA Document B141-1997, that was entered into
by the parties as of the date:


 


	
  OWNER

  	
   

  	
  ARCHITECT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    /s/
  Michael Luzich

  	
   

  	
    /s/
  George F. Garlock

  	
   

  
	
     (Signature)

  	
   

  	
     (Signature)

  	
   

  
	
     Michael
  Luzich, President

  	
   

  	
     George F. Garlock, AIA,
  Founding Principal

  	
   

  
	
     (Printed
  name and title)

  	
   

  	
     (Printed
  name and title)

  	
   

  



 


 


AIA Document B141TM – 1997 Part 2.
Copyright © 1917, 1926,
1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997
by The American Institute of Architects. 
All rights reserved.  WARNING: This AIA® Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law.  This document was produced by AIA software at
15:00:32 on 03/10/2005 under Order No.1000153036_4 which expires on 12/22/2005,
and is not for resale.


 


	
  User
  Notes:

  	
   

  	
  (2235359594)

  



 


13





















 


	
  Worth
  County Estimate

  	
   

  	
  Lake

  	
   

  	
   

  	
   

  	
  1/6/05

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Delta
  from

  10/6/04

  	
   

  
	
  Offsite Improvements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Realignment of Road (Delete)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Improvements of 105

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  200,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signalization

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  150,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sewage treatment

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  600,000

  	
   

  	
   

  	
   

  	
  $100,000

  	
   

  
	
  Water Distribution

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  250,000

  	
   

  	
   

  	
   

  	
  $50,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub Total Offsite

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,200,000

  	
   

  	
  $

  	
  1,200,000

  	
   

  	
  $

  	
  150,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Onsite Improvements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grading

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  300,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Roads and Drives

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  600,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landscaping

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  125,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parking

  	
   

  	
  600

  	
   Spaces

  	
  $

  	
  2,200

  	
   Per Space

  	
  $

  	
  1,320,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Truck/RV Parking

  	
   

  	
  30

  	
   Spaces

  	
  $

  	
  6,800

  	
   Per Space

  	
  $

  	
  204,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RV Park (Phase II)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  -900,000

  	
   

  
	
  Lake (10 Acres)

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  700,000

  	
   

  	
   

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  Exterior Theming - Porte Cochere

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  1,200,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exterior Theming (3) Elevations

  	
   

  	
  2

  	
   

  	
  $

  	
  250,000

  	
   Per Side

  	
  $

  	
  500,000

  	
   

  	
   

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Water Feature (Exterior)

  	
   

  	
  1

  	
   

  	
   

  	
   L.S.

  	
  $

  	
  300,000

  	
   

  	
   

  	
   

  	
  $

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal Onsite

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  5,249,000

  	
   

  	
  $

  	
  5,249,000

  	
   

  	
  $

  	
  -100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Casino Including Water under Gaming Floor

  	
   

  	
  18,000

  	
   S.F.

  	
  $

  	
  200

  	
   Per S.F.

  	
  $

  	
  3,600,000

  	
   

  	
   

  	
   

  	
  $

  	
  1,400,000

  	
   

  
	
  Water Feature (Interior)

  	
   

  	
  3,000

  	
   S.F.

  	
  $

  	
  265

  	
   Per S.F.

  	
  $

  	
  795,000

  	
   

  	
   

  	
   

  	
  $

  	
  795,000

  	
   

  
	
  Buffet (225 Seats)

  	
   

  	
  5,000

  	
   S.F.

  	
  $

  	
  170

  	
   Per S.F.

  	
  $

  	
  850,000

  	
   

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  Lounge

  	
   

  	
  3,000

  	
   S.F.

  	
  $

  	
  170

  	
   Per S.F.

  	
  $

  	
  510,000

  	
   

  	
   

  	
   

  	
  $

  	
  60,000

  	
   

  
	
  Fast Food Court

  	
   

  	
  3,600

  	
   S.F.

  	
  $

  	
  165

  	
   Per S.F.

  	
  $

  	
  594,000

  	
   

  	
   

  	
   

  	
  $

  	
  162,000

  	
   

  
	
  Gift Shop

  	
   

  	
  1,000

  	
   S.F.

  	
  $

  	
  150

  	
   Per S.F.

  	
  $

  	
  150,000

  	
   

  	
   

  	
   

  	
  $

  	
  150,000

  	
   

  
	
  Arcade

  	
   

  	
  1,200

  	
   S.F.

  	
  $

  	
  155

  	
   Per S.F.

  	
  $

  	
  186,000

  	
   

  	
   

  	
   

  	
  $

  	
  66,000

  	
   

  
	
  Misc Area (Vestibules, Restrooms, Circ)

  	
   

  	
  8,000

  	
   S.F.

  	
  $

  	
  150

  	
   Per S.F.

  	
  $

  	
  1,200,000

  	
   

  	
   

  	
   

  	
  $

  	
  300,000

  	
   

  
	
  Back of House

  	
   

  	
  10,000

  	
   S.F.

  	
  $

  	
  155

  	
   Per S.F.

  	
  $

  	
  1,550,000

  	
   

  	
   

  	
   

  	
  $

  	
  650,000

  	
   

  
	
  Buffet Kitchen

  	
   

  	
  2,500

  	
   S.F.

  	
  $

  	
  165

  	
   Per S.F.

  	
  $

  	
  412,500

  	
   

  	
   

  	
   

  	
  $

  	
  37,500

  	
   

  
	
  Employee Dining (Phase II)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kids Area (Phase II)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal Building

  	
   

  	
  55,300

  	
   

  	
   

  	
   

  	
  $

  	
  9,847,500

  	
   

  	
  $

  	
  9,847,500

  	
   

  	
  $

  	
  3,870,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FF&E

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Casino

  	
   

  	
  18,000

  	
   S.F.

  	
  $

  	
  25

  	
   Per S.F.

  	
  $

  	
  450,000

  	
   

  	
   

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Buffet (225 Seats)

  	
   

  	
  5,000

  	
   S.F.

  	
  $

  	
  85

  	
   Per S.F.

  	
  $

  	
  425,000

  	
   

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Lounge

  	
   

  	
  3,000

  	
   S.F.

  	
  $

  	
  125

  	
   Per S.F.

  	
  $

  	
  375,000

  	
   

  	
   

  	
   

  	
  $

  	
  15,000

  	
   

  
	
  Fast Food Court

  	
   

  	
  3,600

  	
   S.F.

  	
  $

  	
  0

  	
   Per S.F.

  	
  $

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gift Shop

  	
   

  	
  1,000

  	
   S.F.

  	
  $

  	
  75

  	
   Per S.F.

  	
  $

  	
  75,000

  	
   

  	
   

  	
   

  	
  $

  	
  75,000

  	
   

  
	
  Arcade

  	
   

  	
  1,200

  	
   S.F.

  	
  $

  	
  0

  	
   Per S.F.

  	
  $

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Misc. Area (Vestibules, Restroom, Circ.)

  	
   

  	
  8,000

  	
   S.F.

  	
  $

  	
  75

  	
   Per S.F.

  	
  $

  	
  600,000

  	
   

  	
   

  	
   

  	
  $

  	
  -30,000

  	
   

  
	
  Back of House

  	
   

  	
  10,000

  	
   S.F.

  	
  $

  	
  10

  	
   Per S.F.

  	
  $

  	
  100,000

  	
   

  	
   

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Buffet Kitchen

  	
   

  	
  2,500

  	
   S.F.

  	
  $

  	
  40

  	
   Per S.F.

  	
  $

  	
  100,000

  	
   

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Employee Dining (Phase II)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kids Quest (Phase II)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal FF&E

  	
   

  	
  217

  	
   

  	
   

  	
   

  	
  $

  	
  2,125,000

  	
   

  	
  $

  	
  2,125,000

  	
   

  	
  $

  	
  130,000

  	
   

  



 





















 


	
  Subtotal Facility

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  18,421,500

  	
   

  	
  $

  	
  4,050,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permits

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
  $

  	
  50,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fees

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
  $

  	
  1,500,000

  	
   

  	
   

  	
   

  	
  $

  	
  350,320

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal Permits and Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,550,000

  	
   

  	
  $

  	
  1,550,000

  	
   

  	
  $

  	
  350,320

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Facility Including Permints and Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  19,971,500

  	
   

  	
  $

  	
  4,400,820

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equipment / Misc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gaming Equipment OS&E, IT (500 Slots,
  12 Table Games)

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
  $

  	
  10,350,000

  	
   

  	
   

  	
   

  	
  $

  	
  -50,000

  	
   

  
	
  IT, CATV, AV and Network Design

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
  $

  	
  50,000

  	
   

  	
   

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  OS&E (Included Above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kitchen and lounge Bar Equipment

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
  $

  	
  800,000

  	
   

  	
   

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  IT (Included Above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/V

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
  $

  	
  300,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exterior Signage Including Pylon

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
  $

  	
  1,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interior Directional Signage

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
  $

  	
  250,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equipment (Included Above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Softwares (Included Above)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reimbursables

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
  $

  	
  450,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Equipment/Misc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  13,200,000

  	
   

  	
  $

  	
  13,200,000

  	
   

  	
  $

  	
  200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Land

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Heartland Property

  	
   

  	
  15

  	
   Acres

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  2,100,000

  	
   

  	
   

  	
   

  
	
  South Lot

  	
   

  	
  14

  	
   Acres

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  290,000

  	
   

  	
   

  	
   

  
	
  Total Land

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  2,390,000

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subtotal Project

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  35,561,500

  	
   

  	
  $

  	
  4,600,820

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Site Work Contingency

  	
   

  	
  10

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  524,900

  	
   

  	
  $

  	
  524,900

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility Contingency

  	
   

  	
  10

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,842,150

  	
   

  	
  $

  	
  405,050

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equipment/Misc. Contingency

  	
   

  	
  10

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,320,000

  	
   

  	
  $

  	
  20,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Casino Bankroll

  	
   

  	
  1

  	
   

  	
   

  	
  L.S.

  	
   

  	
   

  	
  $

  	
  1,250,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Facility

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  40,498,550

  	
   

  	
  $

  	
  5,550,770