Attachment 3

ARTICLE 12 ORTHER CONDITIONS OR SERVICES

12.1 MEDIATION

12.1.1 In the event of any dispute regarding the Contract, Architect, Engineer and/or Owner (herein after referred to as party/parties for this section only) under this Agreement the party shall notify the appropriate Owner’s Construction Administrator in writing. The Owner’s Administrator or his designee will then attempt to negotiate a settlement of the dispute between the parties.

12.1.2 If the Administrator or his designee determine he is unable to negotiate a settlement between the parties, the parties may participate in mediation. A request for mediation must be made in writing to the Owner and the parties shall agree upon the location of the mediation. A Mediator mutually agreed upon by the parties shall conduct the mediation process. Mediation shall be voluntary, non-binding and all proceedings in connection with the mediation fees shall be borne equally between the parties. The parties shall coordinate the mediation. Administrator or his designee may view any and all mediation proceedings. The Administrator must approve any settlement arising out of the mediation process.

12.1.3 Notwithstanding anything to the contrary contained herein, if any dispute arises between the parties, whether or not requiring at any time the use of the dispute resolution procedures described above, in no event, nor for any reason, shall Contractor, Architect, and/or Engineer interrupt the provision of services/performance to the owner, or perform any other action that prevents, slows down, or reduces in any way the provisions of the Agreement unless: (a) authority to do so is granted by the Owner or (b) the Agreement has been terminated by the Owner.

12.2 ARBITRATION

12.2.1 In the event of any dispute regarding said Contractor, Architect, Engineer and/or Owner (hereinafter referred to as party/parties for this section only) under this Agreement the party shall notify the appropriate Owner’s Administrator in writing. The Owner’s Administrator or his designee will then attempt to negotiate a settlement of the dispute between the parties.

12.2.2 Claims, disputes and other matters in question between the parties may be decided by arbitration if the Administrator or his designee determines that he is unable to negotiate a settlement (due to time or some other reasons) between the parties and/or the parties are unwilling to have the Administrator negotiate and/or the parties are unable to settle the dispute, and these issues were not resolved mediation. The Owner must make requests for Arbitration in writing. The parties shall agree upon the Arbitrator, process, procedures and location of the arbitration. Arbitration while voluntary shall be binding and all proceedings in connection with such shall be subject to this agreement and applicable provisions of Arkansas law. Any arbitration fees shall be borne equally between both parties. The parties shall coordinate arbitration and the Owner shall notify the Administrator of any arbitration prior to it taking place. Administrator or his designee may view any and all arbitration proceedings.

12.2.3 Notwithstanding anything to the contrary contained herein, if any dispute arises between the parties whether or not requiring at any time the use of dispute resolution procedures described above, in no event, nor for any reason, shall Contractor, Architect, and/or Engineer interrupt the provision of services/performance to the Owner or perform any other action that prevents, slows down, or reduces in any way the provisions of the Agreement unless (a) the Agreement has been terminated by the Owner. Any award rendered by the Arbitrator shall be final. Nothing in this Agreement including the use of arbitration shall be construed to waive the sovereign immunity of the State of Arkansas or any entities thereof.

ARTICLE 12.3 MISCELLANEOUS PROVISIONS

12.3.3 Architect shall follow the processing of payment provisions of Arkansas Code Annotated 19-4-1411.

12.3.4 The Architect will use the Architect/Engineer Guide issued by the University of Arkansas Physical Plant as a reference to perform all services as a part of this contract.

12.3.5 Paragraph 2.2.5 is changed to read "The Architect shall submit to the Owner a state of Probable Construction Cost based on the current area, volume, or other unit costs. If the probable construction cost exceeds the funds available, the Owner shall, with the Architects assistance, modify the scope of the project to be consistent with the funds available."

12.3.6 Paragraph 2.3.1 is changed to also include: "When required, the Architect shall cooperate with and assist the Owner in the preparation of federal grant applications by supplying the required number of sets of drawings, outline specifications, cost estimates, and time schedules developed according to the granting agency requirements and by supplying any information about the Project necessary to the application."

12.3.7 Paragraph 2.4.2 is changed to read: "The Architect will prepare wit the approval of the Owner the necessary bidding information, bidding forms, the Condition of the Contract, and the form of Agreement between the Owner and the Contractor, and other forms which may be necessary for the construction of the Project utilizing standard AIA forms, with such changes or other forms as Owner might direct."

12.3.8 Add paragraph 2.6.19 to read: "The Architect shall cause to be prepared and furnish to the owner from material collected by and through the Contractor and Sub-contractors a neatly bound folio containing the manufacturer’s instructions, arrangement drawings, and detailed parts identification on all items of operable equipment of a plumbing, electrical or mechanical nature built into any part of the Project covered by the contract documents. Depending upon the size of the Project, the folio may be divided into volumes covering the various elements of work such as electrical, plumbing, heating, ventilating, air conditioning, refrigeration, elevators, building hardware, special equipment and such other divisions as may be deemed appropriate.

12.3.9 Add Paragraph 2.6.20 to read: "At least 30 days prior to the expiration of the one year guarantee period, at any time mutually acceptable, during ordinary business hours, the Architect shall make a one year end observation with authorized representatives of the Owner and of the Contractor to determine those items of deficiency which must be corrected by the Contractor under the terms of the construction guarantees; and the Architect shall make a subsequent observation of the corrected work at a time mutually convenient, during ordinary business hours, to the Owner, the Architect and the Contractor."

12.3.10 Subparagraph 3.4.16 is changed to read: "As a basic service, the Architect shall cause the contractor to keep two (2) sets of record drawings showing the significant changes in the work made during the construction based on marked up prints, drawings and other data furnished by the contractor to the Architect. Upon completion of construction, the Architect shall retain one file for their records and shall deliver one file for retention by the Owner. No later than thirty (30) days after issuing the final Certificate of payment, the Architect shall furnish the Owner two (2) sets of reproducible "record" working drawings of the Project corrected to show all known or Contractor recorded changes that have taken place during the construction period among the several elements of work, including architectural, structural, electrical and mechanical. The Architect shall also furnish to the Owner one (1) set of the above drawings in the form of AutoCAD drawing files recorded on 3-1/2" double sided high density diskette(s) in the IBM PC compatible format. The tracings herein called for are to the prints on O.005 inch polyester film or similar copies of the Architect’s original tracings corrected as required.

12.3.11 Paragraph 6.1 is changed to read: "Drawings and Specifications for completed construction or for construction terminated prior to the completion are the property of the Owner. In the event the services of the Architect are for any reason terminated prior to the completion of approved construction documents, all drawings, sketches, project notes, computations, outline specifications and such (all or any part of this material) are to be delivered to the Owner for their records. The Owner will hold the Architect harmless for any future use of the contract documents set forth herein above not related to their use on this Project; provided however the Owner’s obligation to hold the Architect harmless as aforesaid shall be determined by the Arkansas State Claims Commission under its applicable rules and regulations.

12.3.12 Subparagraph 10.2.1.1 is changed to read: "Expense of transportation and living in connection with the Project for travel outside of the State of Arkansas, when such travel is authorized by the Owner; fees paid for securing approval of authorities having jurisdiction over the Project."

12.3.13 Subparagraph 10.2.1.4 is changed to add: "The expense of reproduction of drawings for the use of Plan Rooms, prospective bidders and use of Contractors shall be limited to those in excess of thirty (30) complete sets."

12.3.14 Fee for Services:

Basic Services

Additional Services

Reimbursable Expenses (estimated)

TOTAL CONTRACT AMOUNT

The fee for this project is based on the scope of work described in Attachment 5 of the contract documents.

12.3.15 Paragraph 8.2 is changed to read: "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. When the Project is resumed, and if the suspension was not caused by acts or omissions of the Architect, the Architect may be compensated for expenses incurred in the interruption and resumption of the Architect’s service. The Architect’s fees for the remaining services and the time schedules may be equitably adjusted if approved by the Owner.

Consultant Basic Services fees through completion of construction will be ____% of the Construction funds and one-half any Contingency Funds as identified in Physical Plant’s final pre-bid Project Budget. Modification of Consultant Basic Services fee will only be made by and in accordance with any construction cost variation caused by a change in scope which has been pre-approved in writing by the University of Arkansas through Physical Plant.

Fee Calculations:

Consultant’s Percent fee = ________%

% x $ (Physical Plant’s Construction Budget including one-half contingency fund) = $__________________ (total fee for all construction)