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HomeMy WebLinkAboutItem 06.hFebruary 14, 2013 0 Item No. AGREEMENT FOR PROFESSIONAL SERVICES FOR AN ADA ACCESSIBILITY STUDY AND CITY HALL ENTRANCE DOOR IMPROVEMENTS February 19, 2013 City Council Meeting Proposed Action Staff recommends adoption of the following motion: Move to approve the Agreement for an ADA Accessibility Study and City Hall Door Improvements with Wold Architects and Engineers. Passage of this motion will result in the completion of an ADA Accessibility Study of five City -owned buildings and preparation of plans and specifications for the installation of power- assist doors at City Hall. Overview The City's approved 2013 application for Community Development Block Grant (CDBG) funds to the Dakota County CDA included an amendment to use previously allocated CDBG funds to study and fund accessibility improvements to City Buildings to under the Americans with Disabilities Act (ADA). The City solicited and received proposals from three firms to complete an Accessibility Study on five City Buildings including City Hall, Water Treatment Facility, Central Maintenance Facility, Fire Station 4 and the Art Center. In addition, selected firm would prepare plans and specifications for the installation of power- assist doors at the entrances to City Hall. Wold Architects and Engineers submitted the lowest cost proposal with a proposed fee of $8,100. While the City is not required to accept the lowest bid for professional services, Wold is more than qualified for this project and has previously designed Police Station and the renovation of the Heritage Center. Staff recommends approval of the attached agreement with Wold Architects and Engineers. Primary Issues to Consider • What is the proposed funding source for this project? The entire project including the City Hall door improvements will be funded with Community Development Block Grant funds. Supporting Information • Professional Services Agreement with Wold Architects and Engineers dated 2/11/13. The reference xhibits tope agreement are on file and are available upon request. David L. Olson, Community and Economic Development Director Financial Impact: $ 8,100 Budgeted: Y/N N Source: CDBG Funds ss� r ® TN Document B101 -2007 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Eleventh day of February in the year Two Thousand and Thirteen l (In words, indicate day, month and year.) ADDITIONS AND DELETIONS: I. BETWEEN the Architect's client identified as the Owner: The author of this document has (Name, legal status, address and other information) added information needed for its completion. The author may also City Of Lakeville have revised the text of the original 20195 Holyoke Avenue AIA standard form. An Additions and Deletions Report that notes added j Lakeville, Minnesota 55044 information as well as revisions to the Telephone Number: 952 985 - 4400 standard form text is available from the author and should be reviewed. A and the Architect: vertical line in the left margin of this i r (Name, legal status, address and other information) document indicates where the author j has added necessary information Wold Architects and Engineers and where the author has added to or 305 St. Peter Street deleted from the original AIA text. I_ Saint Paul, Minnesota 55102 This document has important legal Telephone Number: 651 227 - 7773 consequences. Consultation with an Fax Number: 651 - 223 - 5645 attorney is encouraged with respect to Its completion or modification. for the following Project: (Name, location and detailed description) Basic Contract Agreement for City of Lakeville ADA Accessibility Study and City Hall Door Improvements. The Owner and Architect agree as follows. I. AIA Document B101" - 2007 !formerly B1 b1 TM — 1997). Copyright* 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 1 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 t the law. This document was produced by AIA software at 16:27:10 on 02/13/2013 under Order No.2521048101 1 which expires on 0112412014, and is not for resale. User Notes: (1496671081) TABLE.. OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONALSERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPY RIGHTSAND LICENSES 8 CLAIMS AND DISPUTES 9::.. '::`..TERMINATION .ORSUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL:TERMS AND CONDITIONS SCOPE` OF THE AGREEMENT EXHIBIT A.: INITIAL INFORMATION ARTICLE.' 1 INITIAL 1MFORMATION 1::1 This A Bement is`based on the Initial Information set forth in this Article 1 and in optional Exhibit A, Initial §. 1 . gr Information:. (Complete Exhibit A .Initial lnformation, and incorporate it into the Agreement at Section 13.2, or state below Initial ' Information such as details' of the Project's site and program, Owner's contractors and consultants, Architect's consultants, Owner's budget for. the Cost of the Work, authorized representatives, anticipatedprocurement method, and other information relevant to .the Project.) See Exhibit A § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: ,1, Commencement of ADA Accessibility and City Hall Door Improvements: February 2013 (per RFP issued January 22, 2013) .2 Substantial Completion date: :. May 2013 (per RFP issued January 22, 2013) § 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may. materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. AIA Document B101 TM — 2007 formerly 8151 T"' — 1997). Copyright ®1974, 1978, 1987,1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA� Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 2 this AIO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced by ALA software at 16:27:10 on 02/1312013 under Order No.2521048101_1 which expires on 01/24/2014, and is not for resate. User Notes: (1496671081) § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2,4 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. § 2.5 The Architect.shall maintain the following insurance for the duration of this Agreement. If any of the requirements .set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost: (Identify types andlmts of insurance coverage, and other insurance requirements applicable to the Agreement, f any) ,1 General Liability $1,000,000 per;.claim /$2,000,000 aggregate 2 AutomobileLtability $4,000,000:per occurrence .3 Workers' Compensation Statutory.. .4 Professional Liability $1;000,000 per claim/$!f 000,000 aggregate ARTICLE 3 SCOPE' OF ARCHITECT'S BASIC SERVICES §" 31 The Arcliitect's'Basic Services consist of those described in Article 3 and include usual and customary structural, and electrical_engineermg services, civil engineer, cost estimating, food service, pool, theater, acoustical., landscaping, consultant will be hired by Architect as services are required as part of Basic Services.. Services not set forth in this Article 3: 'are Additional Services. § 11A The Architect:shall manage the Architect's services, consult with the Owner, research applicable design criteria, attend Project meetings communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The-Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the,O.wner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. §11.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The 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. Once approved by the Owner, time limits established by the schedule shall-not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary as the Project proceeds until the commencement of construction. AIA Document 6101^' — 2007 formerly B151 TM —1997). Copyright ®1974, 1978,1987,1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA� Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 3 this A O Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced by ALA software at 16:27:10 on 02/13/2013 under Order No.2521048101 1 which expires on 01124/2014, and is not for resale. User Notes: (1496671081) § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. § 3.1.5 The Architect shall, at appropriate times, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. §,.,3.1.6 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. § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect. shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2.2 The Architect : shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work,. Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain.the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered inthe information, and (2) other information or consulting services that may be reasonably needed.::for the Project § 3.2 .3 The Architect s[i'all present its preliminary evaluation to the Owner and shall discuss with the Owner alternative.approaches:to design: and construction of the Project, including the feasibility of incorporating environmentally .responsible'design approaches if requested by Owner. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 12.4 Based on the p'roject's requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner's appmval:a preliminary design illustrating the scale and relationship of the Project components. § 3.2 5.l3ased on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including i site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling. Preliminary selections of major building systems and' construction`:materials shall be noted on the drawings or described in writing. 1.3.24.1 The Architect shall. consider, if requested by the Owner, environmentally responsible design alternatives, such as material choices and building:orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4. § 3.2:5.2 The Architect shall :consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program; schedule and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3.. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 33A Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and AIA Document 8101 TO — 2007 formerly 8151 t'" — 1997). Copyright* 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. re served. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 4 this AIA Document, or any portion of it, may result in severe civil and criminal penaltles, and will be prosecuted to the maximum extent possible under the law. This document was produced by ALA software at 16:27:10 on 02/13/2013 under Order No.2621048101_1 which expires on 01124/2014, and is not for resale. User Notes: (1496671081) such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.3.2 The Architect shall update the estimate of the Cost of the Work. § 3.3.3 The Architect shall submit the Design Development documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. § .3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 Based. on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the.proiect requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications. setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. V14.3 During he: developin . , of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile aproject manual;that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. §.:364.4 .The Architectahall update the estimate for the Cost of the Work. § 3.45.The Architect shallsubmit the Construction Documents to the Owner, advise the Owner of any adjustments to the tstimate of the Cost of the Work take, any action required under Section 6.5, and request the Owner's approval. The Architect shall after- .donsultatign with the Owner be primarily responsible for the preparation of the necessary bidding information and bidding for>.n5: The Architect shall also assist the owner in the preparation of the General Cond0b - ns. of the Contract for Construction, and form of agreement between the Owner and Contractor. All bidding documents and contractual agreements shall be in compliance with the requirements of Minnesota's public bidding and contracting law as those.laws apply to public entities. § 3.4.6 The Architect shall work With the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. The Architect shall have the primary responsibility to the required documents and ensure that they are properly filed on behalf of the Owner. The chitecfshalI observe those applicable laws, statues, ordinances, codes, rules and regulations in force and publically announced as of the date of this agreement or as of the date of subsequent compensation amendments whichever is the latter. § 3.4.7 Owner understands that relatively few guidelines are available with respect to compliance with Americans with Disabilities Act (ADA). Architect is aware of developments in this field, including ADA guidelines that are incorporated in the building code, and legal decisions, but cannot guarantee or warrant that Architect's opinion of appropriate compliance measures will be found valid. § 3.513IDD1NG OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction. AAA Document 8101 TM — 2007 formerly B151 TM — 1997). Copyright ®1974, 1978, 1987,1997 and 2007 by The American Institute of Archftects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 5 this AIA Document, orany 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 byAlA software at 16:27:10 on 0211312013 under Order No.2521 0481 0 1_1 which expires on 0112412014, and is not for resale. User Notes: (1496671081) § 3.5.2 COMPETITIVE BIDDING §.. Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § . 3.5:2:2 The Architect shall assist the Owner in bidding the Project by .1 procuring the reproduction of Bidding Documents for distribution to prospective bidders; .2 distributing the Bidding Documents to prospective bidders, requesting their return upon completion of the bidding process, and maintaining a log of distribution and retrieval and of the amounts of deposits, if any, received from and returned to prospective bidders; .3 organizing and conducting a pre -bid conference for prospective bidders, if requested by Owner; .4 preparing responses to questions from prospective bidders and providing clarifications and `interpretations of the Bidding Documents to all prospective bidders in the form of addenda; and .5; organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. °§ 15 3 NEGOTIATED PROPOSALS § 3.5.3.1,1 osal Documents�shall consist of proposal requirements and proposed Contract Documents. § 3 5 3 2 TIie Architect shall assist the Owner in obtaining proposals by 1-F.-C. procunng.the reproduction of Proposal Documents for distribution to prospective contractors, and requesting then return upon completion of the negotiation process; organizing. d, participating in selection interviews with prospective contractors; and `.3 participating,in negotiations with prospective contractors, and subsequently preparing a summary report.of the negotiation results, as directed by the Owner. § .365 3.3 The Architect shall.consider requests for substitutions, if the Proposal Documents permit substitutions, and shall and .distribute addenda identifying approved substitutions to all prospective contractors. 3.514 4 In the event the lowest bid (or bids) exceeds the budget for the Project, the Architect, in consultation with and at the direction of the Owner, shall provide such modifications in the Contract Documents as necessary to bring the cost of the'Project'within the budget, unless Owner directs the Architect to bid a project estimated over budget. § 3.6 CONSTRUCTION..PHASE SERVICES § 3.61 GENERAL . § 3;6 A:.The Architect shall provide; administration of the Contract between the Owner and the Contractor as set forth below and in' PIA Document A20.IT�-2007, General Conditions of the Contract for Construction. If the Owner and Contractormodify AIA Document.A201 -2007, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures; or for safety precautions and programs in connection with the Work, nor shall the Architect 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 or of any other persons or entities performing portions. of the Work. § 3.6.1.3. Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences with the.award of the Contract for Construction and terminates at the end of the one year contractor's construction warranty period. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.11 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and AIA Document 8101 "' — 2007 formerly B161 7 m — 1997). Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights [nit reserved, WARNING: This AIA � Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 6 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 J the law. This document was produced by AIA software at 16:27:10 on 0211 3/2 01 3 under Order No.2521048101 1 which expires on 01/2412014, and is not for resale. User Notes: (1496671 081) to determine, in general, if the Work observed 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 On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work, § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the 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. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance 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. § 3.6.2.4: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.decisions, the Architect shall endeavor to secure faithful performance by Contractor, shall not show partiality to either, and shall not be liable`for, results of interpretations or decisions rendered in good faith. The Owner's decisions on matters relating to aesthetie., effect shall be final if consistent with the intent expressed in the Contract Documents. Major-aesthetic decisions will be reviewed by the Owner prior to Architect's decision. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A201 -2007, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided'n the Contract Documents. § 3.6.3 CERTIFICATESITOR. PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect sh all 'rreview and certify the amounts due the Contractor and shall issue certificates in such amounts: The Architect's certificationlor payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work.as.provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment, that, to#he'best of the Architect's knowledge, information and belief, the Work has progressed1o..the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations aresubject:;(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 theContract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. §.3.6.3.2 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. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4.2 In accordance with the Architect- approved submittal schedule, 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 AIA Document 13101" — 2007 formerly B151 1 " — 1997). Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA� Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 7 this AIO 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 byAlA software at 16:27:10 on 02113/2013 under Order No.2521048101_1 which expires on 01/24/2014, and is not for resale. User Notes: (1496671081) for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. 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. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or :certifications by a design professional related to systems, materials or equipment, the Architect shall specify the : appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the`Contract Documents;: The Architect shall set forth in the Contract Documents the requirements for requests for information Requestsfor`information shall include, at a minimum, a detailed written statement that indicates the speclficDrawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response tb:such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable.promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to. requests for information. § 16.4.5 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. § 3.6.5.CHANGES IN THE.WORK § 3.6.5.1 The Architect rtiay authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section .4.3,. the. Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § .3.6.5.2 The Architect shall maintain records relative to changes in the Work. §. 3.64PROJECT'. COMPLETION § :3:6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue .Certificates ofSubstantial Completion; receive from the Contractor and forward to the Owner, for the'Owner's review a til records, written warranties and related documents required by the Contract Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies. with the requirements of the Contract Documents. § 3.6.6.2 The Architect's in shall be conducted with the Owner to check conformance of the Work with the requirements of the,Contr a Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 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 the amount to be retained from the Contract Sum, if any,. for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. AIA Document 101 TM — 2007 formerly 8151 T" — 1997). Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. 8 reserved. WARNING: This AIA� Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 8 this A10 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 byAIA software at 16:27:10 on 02113/2013 under Order No.2521048101_1 which expires on 0112412014, and is not for resale. User Notes: (1496671081) § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit, identify the exhibit.) Additional Services Responsibility (Architect, Owner or Not Provided Location of Service Description (Section 4.2 below or in an exhibit attached to this document and identi led below) 4.1 A Programming min .; : N/P 4.1.2 :Multiple relimina designs N/P 4.1:3 Measured drawings Owner 4.1:4 ;` Existin facilities surveys Owner 4.1.5> Site Evaluation andPlannin B203Tm --2007 Basic Services 4.1.6 :` .Buildin ` information'inodelin N/P 4.1.7: Civil engineering ' Basic Services 4.1.8 Landsca a desi Basic Services 4.1:9 Architectural.1 iterior Design B252TM 2007 Basic Services 4.1.10: ` Value Anal sis 204TM -200 N/P 4.1.11 .: Detailed cost.estimating Basic Services I § :4.1.12 On -site project. representation N/P 4.1:13`; Conformed: construction documents N/P 4.1.14 = -.: As-Desikned Record drawings N/P 4 41.15 '? As- Constructed.. Record drawings N/P 4.1.16 ..Post occupancy `evaluation N/P `4.1.17::. Facility Sup Services 210TM -2007 N/P 4.1.18 ° Tenant-related services': ', N/P 4:1.19 Coordination of Owner's consultants N/P 4.1.20 Telecommunications/data design N/P § 4.1 21:. .Security Evaluation and Planning :. 206Tm.200 N/P 4.1.22 Commissionin B211TM -2007 N/P 4.1.23 Extensive environmental! y responsible design N/P 4.1.24 LEED Certification B214TM -2007 N/P 4.1.25 Fast -track desi services N/P 4.1.26: Historic Preservation B205TM 2007 N/P § 4.1.27 Furniture, B2 Furnishings, and Equipment Design 53TM -2007 N/P ` § . 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not further described in an exhibit attached to this document. § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with th is Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. Init. AIA Document 6101'" — 2007 Sformerfy 5151 TM — 1997). Copyright ®1974, 1978, 1987, 1897 and 2007 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 9 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 t the law. This document was produced byAiA software at 16:27:10 on 02!13!2013 under Order No.2521 D48101_1 which expires on 0112412014, and is not for resale. User Notes: (1496671081) § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in -depth material research, energy modeling, or LEED® certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision. of codes, Iaws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing.digital data for transmission to the Owner's consultants and contractors, or to other Owner .authorized recipients; 6 ` Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7. Preparation for, and attendance at a public presentation, meeting or hearing; .8 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 . ,Evaluation.of the qualifications of bidders or persons providing proposals; AV , .._:.Consultation. concerning replacement of Work resulting from fire or other cause during construction; or .'II ;. Assistance to the Initial Decision Maker, if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services: :1 ': Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; :2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contra'- Documents, field conditions, other Owner - provided information, Contractor- prepared coordination drawings, or prior Project correspondence or documentation; .3.. Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4. Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to lnstruments,of Service:resulting therefrom; or .5 .: To the extent the Architect's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial ...Completion identified in Initial Information, whichever is earlier. (Paragraphs deleted) . ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate,.give notice of or enforce lien rights. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the AIA Document 8101 TM — 2007 formerly B151T" — 1997). Copyright ®1974, 1978,1987, 1997 and 2007 by The American Institute of Architects. All rights Init reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 1 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 16:27:10 on 0211312013 under Order No.2521048101 1 which expires on 01124/2014, and is not for resale. User Notes: (1496671081) Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable ..delay in the orderly and sequential progress of the Architect's services. § 5.4 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; designated wetlands; 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. § 5.5 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, seismic evaluation;; ground corrosion`tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.0 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the, Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement, or Authorize'the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintainprofessional liability insurance as appropriate to the services provided. § 5.7 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, .and. chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.8 The;Owner,shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at.any ime for the.Project to meet the Owner's needs and interests. §'.5.9 The Owner shall provide prompti ritten notice to the Architect if the Owner becomes aware of any fault or defect in th e Project, includingeirors; omissions or inconsistencies in the Architect's Instruments of Service. § 5 .10 Except as otherwise provided: Agreement, or when direct communications have been specially authorized;!the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect: about. matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 5.11 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights -of -way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations ofthe Owner's budget for the Cost of the Work, the AIA Document 8101 T" — 2007 formerly B151 T'" — 1997). Copyright ®1974, 1978,1987,1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA S 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 16:27:10 on 0211312D13 under Order No.2521048101 1 which expires on 0112412014, and is not for resale. User Notes: (1496671081) 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. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment; the Contractor's methods of determining bid prices;. or 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 Cost of the Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of 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 a re :to be included in the Contract Documents; to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents alternate bids as maybe necessary to adjust the estimated Cast of the Work to meet the Owner's budget for the Cost of the Work. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, through no fault of the Architect, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5.1f at any time Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,,the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget for the Cost of the Work .,'and the Owner shall cooperate with the Architect in making such adjustments. §`,6.6 if the Owner's budgetifouthe Cost of the Work at the conclusion of the Construction Documents Phase Services 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 9.5; .4 in eonsultation._with the Architect, revise the Project program, scope, or quality as required to reduce the Cost. of the Work; or .5. implement any other mutually acceptable alternative. §11-If the Owner.chooses:.to proceed-under Section 6.6.4, the Architect, without additional compensation, shall modify the Constructhon.Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. The Archifect'.s modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND: GCENSES § 7.1 The Architect and the Owner.warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit .sueh information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or, documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments.of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. 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. § 7.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its 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. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub - subcontractors, and material or equipment suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely AIA Document 8101 TM — 2007 lformerly 6151 TM-11997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. Ali rights Init. reserved. WARNING: This AIA b Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 112 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 16:27:10 on 02/13/2013 under Order No.2521048101 1 which expires on 0112412014, and is not for resale. User Notes: (1496671081) and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the Iicense granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, 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. 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. § 7.5 Ownership: Prior to full, payment of all sums due the Architect's under this Agreement and upon performance of all the Owner's obligations under this Agreement, the Architect shall provide reproducible copies of the latest Instruments of Service and the latest electronic data prepared by the Architect for I the Project,.to the .Owner and these shall become the property of the Owner. The Architect shall retain full rights to electronic data and the instruments of service and the right to reuse component : information contained in them in the normal course of the Architect's professional activities. The Architect shall be:deemedithe author of such electronic data or documents, shall retain all rights not specifically conveyed in writing to the Owner, and shall be given appropriate credit in any public display of such instruments of service. § 7.6 Reuse of Instruments of Service; Owner acknowledges that (1) the Architect has prepared the Instruments of Service for construction of the Project with the Architect's involvement throughout the Project, as contemplated by this Agreement, (2) the Instruments of Service are not in themselves necessarily sufficient for: construction of the Project without the Architect's involvement, and (3) the Instruments of Service are not appropriate for construction of any other project except as provided herein. The Architect acknowledges that :the Owner will use and rely upon the Instruments of service and the. latestelectronic data prepared by the Architect for this Project, including but limited to the as- built drawings and specifications in connection with any future repairs, remodeling or maintenance to the Project and of subsequent phases of the Project. If the Architect is in default or breach of its obligations under this Agreernent;.the. Owner shall have full ownership rights of the Instruments of service and all electronic data. If the Architect is adjudged to be in default or this Agreement is terminated, the Owner shall not use the Instruments of service for completion of this Project by others without the involvement of qualified professionals who shall assume the Architect's professional obligations and liability for work not completed by the Architect. To the fullest extent allowed by law, the Owner releases the Architect, the Architect's sub - consultants, and the agents and employees of any of them from the against claims,:.damages, losses, and expenses, including but not limited to attorney's fees, arising out of the Owner's use of the Instruments of Service other than in accordance with this Agreement. § 7.7 Transfer of Ownership: Under no circumstances shall the transfer of ownership of the drawings, specifications, electronic data, or other Instrument of Service be deemed to be a sale by the Architect and the Architect makes no warranties, express or implied, of merchantability or of fitness for a particular purpose. ARTICLE 8 CLAIMS AND DISPUTES §. 8.1 GENERAL § 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in AIA Document 8101 TM — 2007 formerly B1lit T '" — 1997). Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights snit. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 13 this A10 Document, or any portion of h, 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 16:27:10 on 02/1312013 under Order No.2521048101 1 which expires on 01124!2014, and is not for resale. User Notes: (1496671081) any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and 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 ALA Document A201-2007, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This waiver is applicable, without limitation, to all consequential damages due to Owner's termination of this Agreement. § 8.2 MEDIATION § 8.2.1 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 binding dispute resolution. If such matter relates to or is the subject of a lien arising out ofthe 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 binding dispute resolution. § 8.2.2 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 administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution 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. § 8.2.3 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. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Owner and Architect do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction.) [ X ] Litigation in a court of competent jurisdiction ( ] Other (Specify) (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in 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, the Architect shall give seven days' written notice to the Owner before suspending services. 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 AIA Document B101 TM — 2007 formerly H181 TM — 1997). Copyright 0 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights ]nit reserved. WARNING: This AIA � Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 14 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 f the law. This document was produced by AIA software at 16:60:33 on 02/1312013 under Order No.2521048101 1 which expires on 0112412014, and is not for resale. User Notes: (963661936) incurred in the interruption and resumption of the Architect's services. The Architect's fees for the retraining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall not be compensated for expenses incurred in the interruption and resumption ofthe Architect's services. The Architect's fees, based on a percentage of construction for the remaining services and the time schedules shall be equitably adjusted to match the revised estimated construction value. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 This Agreement may be terminated by the Owner upon seven (7) days written notice to Architect in its sole discretion. The Architect may terminate this Agreement only in the event of substantial non - performance by the Owner.. In the event the Architect proposes to terminate this Agreement, the Architect shall notify the Owner in writing stating with specificity the alleged non - performance and further stating that the proposed termination shall be effective if the non - performance remains uncorrected for a period not less than 15 days following said notice. § 9.5 The. Owner. may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience andwithout cause. § 966.1n the event ofternimation not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due. (Paragraph deleted).: § 9.8 The Owner's rights to :the Architect's Instruments of Service in the event of a termination of this Agreement are set. forth in Article 7 and Section 11.9. ARTICLE ..10 :MISCELLANEOUS PROVISIONS § .10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbitration as the method .of binding dispute resolution, the Federal Arbitration Act shall govern Section 8:3. § 10.2 Terms in this Agreement shallhave the same meaning as those in AIA Document A201 -2007, General Conditions -of the Contract for Construction. § 10 3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives. to this AgreementrNeither 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 a lender providing financing for the Project if the lender agrees to assumethe Owner's rights and obligations under this Agreement. § 10A If the Owner requests the Architect to execute certificates, the proposed language of such certificates shalt be submitted Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that.are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. §.10.5 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. §,10.6 Unless otherwise required in this Agreement, the Architect 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 form at the Project site. Init. AIA Document 8101 ° — 2007 Vormerly 8151"" — 11997). Copyright ®1974, 1978,1987, 1997 and 2007 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 15 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 16:27:10 on 02113/2013 under Order No.2 521 0481 01_1 which expires on 0112412014, and is not for resale. User Notes: (1496(571081) § 10.7 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. (Paragraph deleted) § : f 0.9 Minnesota Data Practices Act Compliance. The Architect must comply with the Minnesota Government zo, Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by the Owner pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained, or disseminated by the Architect pursuant to this Agreement: The Architect is subject to all the provisions of the Minnesota Government Data Practices Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event the Architect receives a request to release data, the Architect must immediately notify the Owner: The Owner will give the Architect instructions concerning the release of the data to the requesting party before the data is released. Architect agrees to defend, indemnify, and hold the Owner, its officials, officers, agents, employees; and volunteers harmless from any claims resulting from Architect's officers', agents', owners', partners' employees', volunteers', assignees' or subcontractors' unlawful disclosure and/or use of protected data. The terms of this, section steal] survive the cancellation or termination of this Agreement. ARTICLE 11. COMPENSATION .. § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: ansert.amount of or basis for, compensation.) A. Format for Fized:Fem Assigned to Specific Projects: *New Building: 6 % x Construction Cost Estimate *Simple Additions: 7% x Construction Cost Estimate *Additions with Remodeling: 7.5% x Construction Cost Estimate *Remodeling 7.5%x Construction Cost Estimate * "Gut' Job Renovations:.8.5% x Cost Estimate *.:Commissioning by Separate Contract. B. Furnish and Equipment Services (if requested) Fixed Fee Based on.6 %'of the..Fumishings Cost Documented by Wold C. ...Fee disclosed in Exhibit "B" § 11.2 For Additional Services.designated in Section 4.1, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) - 1.25 x (salary plus overhead) § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Architect as follows: (Insert amount.of, or basis for, compensation.) 1.25 x (salary plus overhead) I § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 11.2 or 11. 3, shall be the amount invoiced to the Architect times 1.25. Init. AIA Document 13101 T" — 2007 Vormeriy 8151 T — 1997). Copyright ®1974, 1978,1987, 1997 and 2007 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 16 this A10 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced by AIA software at 16:27:10 on 02/13/2013 under Order No.2521048101_1 which expires on 01/2412014, and is not for resale. User Notes: (1496671081) § 11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: Schematic Design Phase Design Development Phase Construction Documents Phase Bidding or Negotiation Phase Construction Phase fifteen percent ( 15 %) twenty percent ( 20 %) forty percent ( 40 %) five percent ( 5 %) twenty percent ( 20 %) Total Basic Compensation one hundred percent ( tuu - rol § .11.6 When compensation is based on a percentage ofthe Cost of the Work and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 11.5 based on (1) the lowest bona fide bid or negotiated proposal, .or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the Work for such portions of the.Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § t1.7 The hourly .billing rates for services of the Architect and the Architect's consultants, if any, are set forth below. The.rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Employee or Category R� eL § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses.' incurred by the Architect and the Architect's consultants directly related to the Project, as follows: A mileage based on Federal rates in connection with the project and Owner requested out -of- -state travel; .2 Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extranets I 3 Fees paid for securing approval of authorities having jurisdiction over the Project, including government agency review and permit fees; .4: Printing, reproductions, plots, standard form documents; 5. Postage, handling and delivery, (Paragraphs deleted) .8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project; or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's consultants; .9 ... All taxes levied on professional services and on reimbursable expenses; .10 : Site office expenses; and .11 Other similar Project- related expenditures. § 11.8.2 For Reimbursable Expenses related to mileage the compensation shall be the expenses incurred by the Architect and the Architect's consultants and shall be billed at expense plus 50 /o of expenses incurred. All other reimbursable expenses shall be billed at actual cost to Architect plus zero percent ( 0 %) of the expenses incurred. § COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE If the Owner-terminates the Architect for its convenience under Section 9.5, or the Architect terminates this Agreement under Section 9.3, the Owner shall pay zero ($0.00) licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing, using and maintaining the Project as follows: Init. AIA Document B101 Tr — 2007 formerly B151 T"' — 1997}. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 17 this AIA! Document, or any portion of I% may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was produced by AIA software at 16:27:1 Don 02/1312013 under Order No.2521048101_1 which expires on 0112412014, and is not for resale. User Notes: (1496671081) § 1.1.10 PAYMENTS TO THE ARCHITECT I § 11.10.1: An initial payment of zero ($ 0.00 ) 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 in the final invoice. § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid sixty ( 60 ) 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. (Insert rate of monthly or annual interest agreed upon.) .Local rate of interest asset by Minnesota Statute Section 549.09. § .11.10,3 The Owner shall notwithhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect. agrees or,has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10:4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourlyrates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS: AND CONDITIONS Special terms and .conditions that modify this Agreement are as follows: ARTICLE 13 SCOPE OF.THE AGREEMENT § 13.1 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. §_j 12 This Agreement is comprised ofahe following documents listed below: .1 AIA Document BIUlTm -2007, Standard Form Agreement Between Owner and Architect :.2 AIA Document E201Tm -2007, Digital Data Protocol Exhibit, if completed, or the following: .3 Other documents (List other documents if any, including Exhibit A, Initial Information, and additional scopes of service, if any, forming part of the Agreement.) This Agreement entered into as of the day and year first written above. OWNER ARCHITECT (Signature) (printed name. and title) (Signature) Joel Dunning, Partner (Printed name and title) Init. AIA Document B101 T" — 2007 Vformerly B151T" — 1997). Copyright ®1974, 1978, 1987, 1997 and 2007 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 18 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 t the law. This document was produced by AIA software at 16:27:10 on 02/13/2013 under order No.2521 D48101_1 which expires on 0112412014, and is not for resale. User Notes: (1496671081) § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of zero ($ 0.00 ) 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 in the final invoice. § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid sixty ( 60 ) 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. (Insert rate of monthly or annual interest agreed upon) Local rate of interest as set by Minnesota Statute Section 549.09. § 11.10.3 The Owner shall not withhold amounts ft•om the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times: ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special tenns and conditions that modify this Agreement are as follows: ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 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. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B101TM -2007, Standard Fonn Agreement Between Owner and Architect .2 AIA Document E201TM -2007, Digital Data Protocol Exhibit, if completed, or the following: .3 Other documents: (List other documents, if any, including Exhibit A, Initial Information, rind additional scopes of service, if any, forming part of the Agreement) This Agreement entered into as of the day and year first written above. OWNER (Signature) ITECT (Si nature) Joel Dunning, Partner (Printed name and title) (Printed name and title) AIA Document B101 TM — 2007 formerly B151 T" — 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 18 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 t the law. This document was produced by AIA software at 16:27:10 on 02/13/2013 under Order No.2521048101_1 which expires on 01/2412014, and is not for resale. User Notes: (1496671081)