EFTA01124030.pdf

Work Authorization Number 006 Gensler Date Little St. James: Flagpole Pool 12/9/10 Project Location Project Number Little St. James Island, USVI 05.7112.008 Client File This Is peg* LSJ, LLC I WA I of 3 Services to be performed pursuant to the Original or Master Agreement (if any), dated Agreement for Architectural Services, Little. St. James Pool Area and Screeing Room. dated 10/6/2009. If there is no Original or Master Agreement referenced above, the attached Work Authorization Terms and Conditions shall apply. Other References See below. Services not Included (this list Is not exhaustive) Services limited to Architectural Services as described below. Does not include any Consulants Design Services Fee and Basis O Lump Sum of $ 0 Plus Reimbursable Expenses (12% mark-up) ❑ Hourly O Plus Consultants which are not listed as included in fee O Hourly, not to exceed $ $15.000 without prior (15% mark-up) authorization O Other: Date Services to Begin O (specify date) Immediately after Work Authorization approval Services projected to be completed no later than the - (specify date) following. if indicated 0 T13D Working days after Work Authorization approval Services requested by Date of Request Jeffrey Epstein, Gary Kerney 12 2 10 Gensler Authorization by Date Signed Warwick Wickman, Principal on behalf of Andew P. Cohen Executive Director - Santa Monica Office California Registation Number C 12855 Client Authorisation by Date Signed Authorization is osnfinned for Gensler to perform the following services: Flagpole Pool: Architectural Conceptual Design Services: Scope: • Work with Client and Client's team, to establish conceptual plan sketches for a new on-grade pool with support building, to be located in the area of the Flagpole. • Once conceptual diagrams are approved, Gensler will provide separate proposal to provide Design and Permit/Construction Documents, include required Consultants. Project Description: • 20' x 70' pool, oriented east-west as indicated on attached images. • One-story bathroom/changing room/equipment support building. Fee: • Services to be provided on a Time + Materials basis, not to exceed $15,000 without written authorization, plus reimbursable expenses. Initial retainer - $7,500 (50% of T+M allowance) End of Work Authorization 2500 Broadway 105.7112.0001documentationll_generahlwalwa 005 101209 - flagpole poollwa6 101209 flagpole pool concept.docx Santa Monica WA_onoo EFTA01124030  STANDARD TERMS AND CONDITIONS Gender OF THE AGREEMENT BETWEEN CLIENT AND ARCHITECT FOR ARCHITECTURAL / INTERIORS SERVICES (STC) Article 1- Definitions and General Provisions 1.1 Parties. The terms "Client" and 'Architect" include each party's Artkle 4 • Construction Cost authorized representatives, officers, directors, shareholders, and employees. 4.1 Construction Cost. The Construction Cost shall be the total cost or estimated cost to Client of all Project elements designed or specified 1.2 Project Budget. The Project Budget Includes the construction by Architect. budget furniture, furnishings. equipment costs, and cost of all goods and services to be furnished by Client Contractor, and any of their 4.2 Estimates. Architect cannot and does not warrant or represent subcontractors or consultants, and contingency allowances. that bids or negotiated prices will not vary from Client's Project Budget or from any cost estimate or evaluation prepared or reviewed by 1.3 Days or Tune. Time periods refer to calendar days. unless Architect. otherwise stated. 4.3 Fixed Limit. No fixed limit of Construction Cost shall be Artkle 2 - Architect's Services established as a condition of this Agreement by the funishing• proposal, or establishment of a Project Budget. 2.1 Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of Article 5 - Use of Architect's Documents and Data the Work. 5.1 The Drawings, Specifications, and other documents (collectively 22 Limitations of Construction Responsibilities. Architect shall not 'Documents, and any computer tapes, disks, electronic data, or CAD have coned over, or charge of, and shall not be responsible for, files (collectively 'Data') prepared by Architect are instruments of construction means, methods, schedules, or delays, or for safety service and shall remain Architect's property. until such time as Client precautions and programs in connection with the Work. has paid all amounts to which Architect is entitled under this Agreement, after which condition precedent all right, title and Article 3 - Client's ResponsIbilit les ownership interest in the Documents and Data shall transfer and accrue to Client including all copyrights and other proprietary rights 3.1 information. Client shall provide full Information regarding the and interest, with the exception of standard constructions details or requirements for the Project specifications included as part of the Documents or Data. the origination of svhich preexisted this Agreement ("Preexisting 32 Legal and Financial Information. Client shall furnish Architect Intellectual Property"). Notwithstanding the foregoing or anything with: (a) a legal description of the property; (b) the name and address express or implied to the contrary, Architect shall hold and remain the of the property owner; and (c) the name and address of any owner of all rights, title and interest in Preexisting Intellectual construction lender(s). Property. 3.3 Surveys. Client shall furnish surveys fully describing physical 52 Upon completion of Architect's services and payment of all characteristics, legal limitations, and utility locations for the Project amounts due Architect, Client may retain copies or reproducibles of site. the Documents and/or Data for information and reference n connection with Client's use and occupancy of the completed Project 3A Existing or Base Building Information. Upon request, Client shall provide information, drawings, specifications, and other documents 5.3 Client agrees to indemnify and hold Architect harmless from that describe the existing utility services, site conditions, build-out and and against any and all claims, liabilities, wits, demands, losses, base building construction. and systems in or with which the Project is damages, costs, and expenses (including reasonable attorneys' fees to be located or integrated. and costs of defense), together with interest thereon, accruing or resulting to any persons, firms, a other legal entities. on account of 35 Client's Consultants. When requested by Architect, or required any damages or losses to property or persons, including death or by authorities having jurisdiction over the Project, Client shall famish economic loss, arising out of the unauthorized use, re-me, transfer or the services of geotedinical, civil, and environmental engineers and modification of the Documents and/or Data. any other services required by the scope of the Project. Artkle 6 • Claimsand Disputes 3.6 Tests. Client shall furnish structural, mechanical, chemical, air, and water pollution and hazardous materials tests, and other 6.1 Mediation. Claims, disputes, or other matters in question laboratory and environmental tests, inspections, and reports required between the parties shall be subject to mediation under the auspices of by law or by authorities having jurisdiction over the Project, or a recognized professional mediation service prior to undertaking any reasonably requested by Architect. legal action. The cost of the mediation service shall be borne equally by the parties. 3.7 Legal. Accounting, and Insurance Seivices. Client shall furnish all legal, accounting, and insurance counseling services as may be 62 Attorneys' Fees. In any proceeding following unsuccessful necessary for the Project. mediation, the prevailing party shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorneys' fees 3.8 Cheat's Services and Information. Architect shall be entitled to and costs of defense. rely upon the accuracy and completeness of the services, Information, surveys, and reports provided by Client, Contractor, or any of their 6.3 Mutual Indemnification. Architect agrees to Indemnify and hold subcontractors or consultants. Client harmless from and against any and all claims, liabilities, suits, demands, losses, damages, costs, and expenses (including reascnable attorneys' fees and costs of defense), together with interest thereon, to I GerosierSTCOaozzo Page 1 of 2 EFTA01124031  the extent caused by the negligent acts. errors, or omissions of Architect, its consultants. or anyone for whose acts either of them may 85 Change In Project Scope. If portions of the Project are deleted be legally liable. Client agrees to indemnify and hold Architect or otherwise not constructed, compensation for those portions of the harmless Pram and against any and all claims, liabilities, suits, demands. Project shall be payable to the extent services are performed on those losses, damages, costs, and expenses (including reasonable attorneys' portions. fees and costs of defense), together with interest thereon, to the extent caused by the negligent acts, errors, or omissions of Client its Article 9 - Miscellaneous Provisions contractors or consultants, or anyone for whose acts any of them may be legally liable. 9.1 Governing Law. This Agreement shall be governed by the law of the location of Architect's office identified in the Letter of Agreement. Ankle 7 - Termination 9.2 Property Insurance Waivers. Client shall cause Architect and 7.1 Termination by Either Party. This Agreement may be terminated Architect's consultants to be named as Additional Insureds on by either party, with or without cause, upon not less than seven (7) Contractor's General Liability Policy and any property insurance days written notice should the other party fail substantially to perform purchased for the period of construction of the Project. Such insurance In accordance with the terms of this Agreement shall be endorsed to provide a waiver of the insurers' rights of subrogation against Architect and Architect's consultants. 72 Failure to Make Payments. Client's failure to make payments to Architect in accordance with this Agreement shall constitute 9.3 Mutual Waiver of Consequential Damages. The parties hereby substantial nonperformance and cause for termination or suspension. waive, as against each other. any daims for incidental, special, exemplary Cl consequential damages. 7.3 Compensation Upon Termination. In the event of termination, Architect shall be compensated for services performed prior to 9A Successors and Assigns. Neither party shall assign this termination, together with Reimbursable Expenses then due, and Agreement or any right or cause of action arising out of this TeflitifietielMapensesrwhith-shall--beallwed-asafehlfetere.pew,e9 Agreement or the performance of obligations hereunder without the *edit ettributoble-teierrninetien, written consent of the other. Artkle 8 Payments to Architect 9.5 Entire Agreement. This Agreement represents the entire and integrated agreement between Client and Architect and supersedes all 8.1 Hourly Rates. Where services are to be compensated on an price negotiations, representations, or agreements. hourly basis, compensation shall be based on the flat hourly rates set forth in Architect's and Architect's consultants' standard rate 9.6 Third Parties. Nothing contained in this Agreement shall create schedules, which are subject to periodic adjustment a contractual relationship with, or a cause of action in favor of, any third party. 82 Reimbursable Expenses. Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include 9.7 Professional Credits. Architect shall not, without Client's prior expenses incurred by Architect and Architect's consultants n the written approval, use or include the Client's name or any interest of the Project, including, but not limited to the following: representations of the design of the Project, including, without limitation, photographs of the interiors and exteriors, among (a) Data communications, telecommunications, reproduction, Architect's professional materials, including, without limitation. shipping, handling, and delivery. promotional materials, professional publications and competition submissions. (b) Mileage, tolls, cab fares, and parking. 9.8 Latent Conditions. In the event that the Project includes any (c) Renderings, models, computer modeling. mockups, and remodeling, alteration, or rehabilitation work, Client acknowledges photography. that certain design and technical decisions shall be made on assumptions based on avallatk documents and visual observations of (d) Sales taxes and other transactional taxes, and fees paid for existing conditions. securing approval of authorities having jurisdiction over the Project. 9.9 Areas and Measurements. Areas and measurements provided by (e) Authorized out-of-town travel (business class unless upgrade is Architect are derived from drawing dimensions or field measurements preapproved by Client), Including travel time, outof-town living and are not intended to be used as the basis for calculating rent or for expenses (business class hotel unless upgrade is preapproved by other similar purposes. Client), and long-distance communications. 9.10 Hazardous Materials, Client acknowledges that Architect has no (f) Additional Insurance coverage or limits requested by Client in expertise in, and is not being retained for the purposes of, excess of that normally provided by Architect and Architect's investigating. detecting, abating. replacing, reniediating, or removing consultants. any items, products, or materials containing hazardous substances. 8.3 Progress Payments. Progress payments for Basic and Additional 9.11 Design/Build by Contractor. Architect and its consultants shall Services and Reimbursable Expenses shall be due and payable upon have no responsibility for the design, technical adequacy or accuracy, receipt of Architects invoices. Disputes or questions regarding an Installation, or performance of any Design/Build portions of the invoice or a portion of an invoice shall not be cause for withholding Pmfec't payment for the remaining portions due. Amounts unpaid thirty (30) days after the issue date of Architect's invoice shall be assessed a 912 Separate Consultants. Architect's coordination of its services service charge of one and one-half percent (1-1/21s) per month. with Client's and Contractor's subcontractors or consultants shall be limited to that necessary for consistency of Architect's documents with 8A Time Extensions. This Agreement anticipates that Architect's those of such subcontractors or consultants. services will proceed continuously in accordance with the Project schedule. if. and to the extent that, time limits set forth In the caging schedule are extended more than onehurdred and eighty (180) days beyond the dates outlined in the Project Schedule in the agreement, Architect's compensation shall be equitably adjusted. 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(METRIC WAPPING SURVEYS, CIRCA 11 17/- -- /I / / / / ' EFTA01124034