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HomeMy WebLinkAboutTraho Architects, P. S. - Update Public Spaces at City Hall 1st & 2nd FloorsTM - 2007 AIA Document 6104 Standard Form of Agreement Between Owner and Architect fora Project of Limited Scope AGREEMENT made as of the V Is t- in the year 2 O 1 3 (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) City of .Yakima 129 North Second Street Yakima, WA 98901 and the Architect: (Name, address and other informatioiz)'?:; Traho Architects, P.S. 1460 North 1.6th Avenue, Yakima, WA 98902 Project #12 -30 . This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. for the following Project: (Name, location and detailed description) U p d a t e s t o p u b l i c s p a c e s o n t h e f i r s t a n d second floors of City Hall. Project involves design assistance and developing a scope of work; meetings with Owner representatives; coordinating with city's buildi.ng."isuperin.tendent and purchasing departments ,­superintendent to define the bid process providing 'ntract procedures for working,,with multi le sub - contractors• design and scope of work'i.nstructions for bidders' use; meeti.ng's.i..with sub- contractors to define ::J:H scope of w,;::.. . work and review budget`,o,ptons; assisting the city's,build'ing superintend=, ent during constru;ct.;ion. A' final budget has not bee i`;;:established for the The bud 'et``'will be evaluated after cos- t^:.`.pro project. g' posals are received p,:.. g from the multi ;a e' Cate ories of (subj contra.c,;tor. responsibility. The architect shat "' r. 1 coordinate with the Owne,..:to :,, prioritize which selected areas of work are to be accomplished, and. f project phasing is suitable. The Owner and Architect agree as follows. AIA Document B104TM —2007. Copyright © 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init. This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the t law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION . § 1.1 This Agreement is based on the Initial Information set forth below: (State below 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, and other information relevant to the Project.) Various categories of non — structural renovation and remodeling work will be separately bid out to (sub) contractors pre— selecced per the e'ity's Small Works Roster. The city's building su:p;erintendan'tfrai l be in the role of project manager during construction. § 1.2 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 The Architect shall provide the professional services set forth in this Agreement 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. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of:those described in Article 3 G. a. Gal apa WeGtri cal P vicPC § 3.1.1 The Architect shall be entitled to rely on'(1) the accuracy and completeness of the information furnished by the Owner and (2)' the Owner's approval's. 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. § 3.1.2 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. 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 AIA Document B104TM — 2007. Copyright @ 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init. This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 2 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 t law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. § 3.1.3 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 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 discuss with the Owner the Owner's program, schedule; budget for the Cost of the Work, Project site, and alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the Project requirements. § 3.2.3 The Architect shall consider the relative 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 schedule and budget for the Cost of the Work. § 3.2.4 Based on the Project requirements, the Architect shall prepare Design Documents for the Owner's approval consisting of drawings and other documents appropriate for the Project and the Architect shall prepare and submit to the Owner a preliminary estimate of the Cost of the Work, based', .6 n`, c o s t proposals obtained from bidding (sub) contractors. geetieR 6-�. § 3.2.6 The Architect shall submit the Design Documents to the Owner, and request the Owner's approval. § 3.3 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Design Documents, the Architect shall prepare for the Owner's approval Construction Documents consisting of Drawings and Specifications setting forth in detail the 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 3.4.4: § 3.3.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.3.3 The Architect shall update the estimate for the Cost of the Work. B_ a s e d on cost proposals obtained from bidding (sub) contractors. § 3.3.4 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval. § 3.3.5 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in awarding and preparing contracts for construction. § 3.4 CONSTRUCTION PHASE SERVICES § 3.4.1 GENERAL § 3.4.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as -set , — Affe,01449AU as enumerated in bid procedures established by the city's purchasing department. § 3.4.1.2 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 AIA Document B104TM — 2007. Copyright © 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects: All rights reserved. WARNING: Init. This AIA ®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright'violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. 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. § 3.4.1.3 Subject to Section 4.2, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.4.2 EVALUATIONS OF THE WORK § 3.4.21 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2.1, to become generally familiar with the progress.and quality of the portion of the Work completed, and 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 observations 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. § 3.4.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and has the authority to require, inspection or testing of the Work. § 3.4.2.3 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. § 3.4.2.4 When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. § 3.4.2.5 The Architect shall render initial decisions on Claims between the Owner: and Contractor as provided in the Contract Documents. § 3.4.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.4.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.4.2 and on the data comprising the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. § 3.4.3.2 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. § 3.4.4 SUBMITTALS § 3.4.4.1.The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings,. Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. 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. § 3.4.4.2 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 AIA Document B104 TM — 2007. Copyright © 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: [nit. This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 4 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. 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. § 3.4.4.3 The Architect shall review and respond to written requests for information about the Contract Documents. The Architect's response to such requests shall be made in writing within any time limits agreed. upon, or otherwise with reasonable promptness. § 3.4.5 CHANGES IN THE WORK The Architect may 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 Sure or an extension of the Contract Time. Subject to the provisions of Section 4.2.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.4.6 PROJECT COMPLETION The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services are not included in Basic Services but may be required for the Project. Such Additional. Services may include programming, budget analysis,:financial feasibility studies, site analysis and selection,:,; environmental studies, civil engineering, landscape.: design, telecommunications /data, security, measured drawings 1. of existing conditions, coordination of separate.cbntractors or independent consultants, coordination: of construction or project managers, detailed cost estimates, on -site project representation beyond requirements,of.Section 4.2.1, value analysis, quantity surveys, interior architectural design, planning of tenant or rental spaces; inventories of materials or equipment, preparation of record drawings, commissioning, environmental Iy, responsible design beyond Basic Services, LEED° Certification, fast -track design services, and any other services not otherwise included in this Agreement. (Insert a description of each Additional Service the Architect shall provide, if not fitrther described in an exhibit attached to this document.) § 4.2 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 this Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3. § 4.2.1 The Architect has included in Basic Services , ..eight ( 8 ) site visits over the duration of the Project during construction. The Architect shall conduct site visits in excess of that amount as an.:.: Additional Service. § 4.2.2 The Architect shall review and evaluate Contractor's proposals, and if necessary, prepare Drawings Specifications and other documentation -:and data, and provide any other services made necessary by.:Change Orders and Construction Change Directives prepared by the Architect as an Additional Service..,- ' § 4.2.3 If the services covered by this Agreement have not been completed within'. .'.t.r, e 1v e- ( 12 ) months of the date of this Agreement, through no fault of the. Architect, extension of.the Architect's services beyond that time shall be compensated as Additional Services.. ARTICLE 5 OWNER'S RESPONSIBILITIES _. § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in.a timely manner AIA Document B104TM — 2007. Copyright @ 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init. This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 5 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. 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 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 furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, a written legal description of the site, and.services of geotechnical engineers or other consultants when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. § 5.4 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 require that its consultants maintain professional liability insurance as appropriate to the services provided. § 5.5 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. § 5.6 The Owner shall furnish all legal, insurance and.accounting services, including auditing services that may be reasonably necessary at any time for the Project to.meet the Owner's needs and interests. § 5.7 The Owner shall provide prompt:written notice to the Architect if the Owner becomes aware :of any fault or defect in the Project, including errors, omissions or iriconsistencies in the Architect's Instruments of Service. § 5.8 The Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. § 5.9 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 of the Owner's budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect, represent the Architect's judgment as a design professional. 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. iwep@ 4 tho R;Qj@Gt A14d to 44alude in the C_QAtF-@.G;t EIGGI-1MG14" alternate bids as may be PeGessar-y to adjust tile ,Gast of the I.A.'ar4c Shall h-P h;4qRd On 0,14rr-ent acea, volum@ A4: similar- estimatiag Wchniqu@s. If the 01A'44" AIA Document B104TM^ -2007. Copyright @ 1974, 1978, 1987, 1997, and 2007 by The American institute of Architects. All rights reserved. WARNING: [nit. This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 6 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. § 6.4 If the bidding 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 If at any time the 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 current budget for the 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 consultation 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. § 64 if t4te Owner. eheases to pr-aeeed titider Seetieti 6.6.4, the Arehiwst, witheut additional shall mcacLfgthe ('nUSirurt -inn Tlnrnments as necessary to camp iv with the QuinPr'c hudgot fnr the Cnct of the Wnrk at the GO-AcIllgion Qftha C-OnStruction Documents phase serlficc�,-or the by ogi-i As adjusted under Secdua 6 6 1 1he 4rti— ls�Sp- 6 ARTICLE 7 COPYRIGHTS AND LICENSES § 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 such 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 and exclusively for use in performing services or_consiruction for the Project. If the Architect rightfully terminates_ this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate.. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining 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. AIA Document B104TM — 2007. Copyright @ 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init. This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 7 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. § 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. 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 biaOia dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion ofthe Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. each other and against the contractors, consultants, agents and employees of the other for t, , cept such rights as they may have to the proceeds of such insurance as set f ocument A 107 -2007, Standard Form of Agreement Between Owner and Contra o�ect of Limited Scope. The Owner or the Architect, as appropriate, shall r contractors, consultants, agents and employees of any of them similar waivers in on, to all consequential § 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 of the Architect's services; the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 Mediation, 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. 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. § 8.2.3 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.) .0 Arbitration pursuant to Section 8.3 of this Agreement X❑- Litigation in a court of competent jurisdiction ❑ Other (Specify) § 8.3 ARBITRATION § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually.agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. AIA Document B104TM —2007. Copyright © 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init. This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 8 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 t law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. § 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, ,but in .no.event shall it be made after the date when -the institution of legal or equitable - proceedings based - on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of- a•written demand-for arbitration -by the person or entity 'administering =-the .......�_.� arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. § 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 8.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 8.3.4 CONSOLIDATION OR JOINDER § 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted: under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner. and Architect under this Agreement. - 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 incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 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 be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules Qitog be equitably adjusted. may § 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 Either party may terminate this Agreement upon not less than seven days' written notice should the other.party fail substantially to perform in accordance with the terms of this Agreement through no fault of the' party; initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written'notice to the Architect for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Architect, the Architect sha11 be compensated for services performed prior to termination, together with Reimbursable Expenses then due. aod Nil 4 ARGd i44 SO@94914 n ;l AIA Document B104TM — 2007. Copyright © 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init. This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 9 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. directly attributable to termination for which t compensated, plus an amount for the 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 shall have the same meaning as those in AIA Document A107 -2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates or consents, the proposed language of such certificates or consents shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates 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 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. § 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. However, the Architect's materials shall not include information the Owner has identified in writing as confidential or proprietary. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services as described under Article 3, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.) Services will be billed on an hourly basis per Traho' Architects, P.S: "s standard hourly rates per Exhibit A, attached, with a not —to— exceed -fee of $10,000.00. § 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.). Per article ll.l § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) P e r.:.. a r- -t_ •c- l,e - -. 1...1., I -- AIA Document B104TM —2007. Copyright @ 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init. This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 10 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 t law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. § 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 plus percent ( %), or as otherwise stated below: Not Applicable § 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: Not Applicable Design Development Phase: percent ( %) Construction Documents Phase: percent ( %) Construction Phase: percent ( %) Total Basic Compensation one hundred percent ( 100.00 %) § 11.6 When compensation is based on a percentage of the 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. § 11.7 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., s . practices. (!f applicable, attach an exhibit of hourly billing, rates or insert them below.) See Exhibit A, attached. § 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: Transportation and authorized out -of -town travel and subsistence; Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard form documents; iVs Postage, handling and delivery; Expense of overtime work requiring higher.than regular rates if authorized in advancefby�the�Otwner; �C Renderings, models, mock -ups, professional -photography, and presentation materials requested, by. the Owner �... �,... ,. :�....�. cry tct, vie.. m,= .. Expense of professional liability insurance dedicated exclusively io this Project or the expense, of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .9 All taxes levied on;professional services and on reimbursable expenses; Site office expenses; and Other similar Project - related expenditures. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus t e n percent( 1. 0% : ' %) of the expenses incurred. AIA Document B104TM — 2007. Copyright © 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init. This AIA® Document is protected by, U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 1 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. § 11.9 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 a 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: § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of zero Dollars 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 t h i r t y ( 30 ) 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.) . 0—.—O month, 12% annual § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to off set 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 terms and conditions that modify this Agreement are as follows: Not Applicable 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 incorporates the following documents listed below: (List other documents, if any, including additional scopes of sen;ice and AIA Document E201 Tst -2007, Digital Data Protocol Exhibit, if completed, forming part of the Agreement.) CITY CONTRACT N RESOLUTION NO: This Agr ent entered to s oft ay and year first written abov . )A OWN ture) AR IT CT (S t atitre) t� D( l.M (-�✓ Nancy Charron, AIA, NCARB (Printed t1a ne and title) +�Y (Printed na ne and title) CAUTION: You should sign an original AIA Contract Docu ` t, on which this text appears in RED. An original assures that changes will not be obscured. AIA Document B104TM — 2007. Copyright @ 1974, 1978, 1987, 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init. This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 12 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. EXHIBIT A Project 12 -30 Effective: January 1, 2013 ARCHITECTS, P.S. 1460 N. 16th AVENUE, SUITE A YAKIMA. WA 98902 P: (509) 452 -0609 F: (509) 452 -0578 W W W.TPAHO.COM ARCHITECTURAL SERVICES Standard Hourly Rates /Additional Services Hourly Rates Principal Architect: $120.00 Associate Architect: $110.00 Project Manager: $110.00 Architectural Rendering: $110.00 Construction Manager: $95.00 Interior Design $95.00 CAD /Drafting: $85.00 Architectural Administration: $50.00 Expert Witness Testimony: $300.00 Reimbursable Expenses at a multiple of 1.10 times the actual expenses incurred. Consulting Engineering Fees at a multiple of 1.10 times the actual amount billed to the Architect. © Traho Architects, P. S. T RAHO RCHITECTS, P.S. N 16t, AVENUE, SUITE A YPHIMv , WA 98902 U'i)4W -12300 F: WM 4b2-0,W8 M11KTHA.FO.COm EXHIBIT B City Contract No. 2013 -077 Traho Project 12 -30 Additional Services per Article 4 Article 4 Additional Services of AIA Document B104 -2007, dated February 1, 2013, is amended to include the following services: 1. Work completed beyond the project scope as enumerated in AIA Document 6104- 2007; this work is referred to in the attached letter dated June 11, 2013 and agreed to during a project meeting of same date. This work encompassed extensive coordination and negotiation with contractors from the Small Works Roster, which applies directly to the construction effort ahead. 2. Work performed subsequent to the referenced June 11 meeting, based on direction given during that meeting: numerous revisions to the listing of each budgeted item proposed as part of the project scope; development of a summary of items with a reference floor plan; a follow -up meeting including a City Council Member; ordering of carpet samples; continuation of code resolutions with the City Building Official; contact and coordination with more contractors, to encompass the possible exterior 2nd Street and MLK Boulevard sunscreen /awnings and flag pole installations; continued coordination with the Building Superintendent, etc. 3. Work required to finalize the scope of the project and assist the Building Superintendent to implement the numerous categories of construction items; completion and elaboration of budget summaries; contacting contractors; meeting with the City Purchasing Department; color selections for various materials such as carpet, paint, plastic laminate, door staining, walk off mats, ACP ceiling tile; selection of new light fixture(s) for the raised, west lobby ceiling; designing the revised configuration of the Council Chambers doors; and additional meetings with sign supplier(s) to identify, select and budget the new sign system. 1# A 00 Additional Services will be provided per Traho Architects, P.S. s Standard H _ rl.y_Rates as noted in Exhibit A, and billed hourly with a not -to exceed maximum of , This Exhibit B is Owner (sian into as of-4uly 1, 2013. Page 1 of 1 krchitect s' at re Tinted Nam and Title Document B104 TM - 2007 Standard Fonn of Agreement Between Owner and Architect for a Project of Limited Scope AGREEMENT made as of-the 1 s t day of F e.b r u _ar y in the year 2013 (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information), City ..of �,.8akiiva 119 North Second 'Street Yakima, WA 9.8901 and the Architect: (Name, address and other information)' •Tra :ho Architects, P.S. 146b North 16th Avenue, Suite A -.Yakima, .WA 98,9.02 Pro j ec t #,12 -30 This document has important legal consequences. Consultation with an attomey is, encouraged with respect to its completion or modification: z .; " for the following Project (Name, location and detailed description) U p d a t e s t o p u b l i c s.p a c e s o n t h e f i r s t an d second floors of City Hall. Project involves design assistance and dev"eloptng a scope. of work; meet•i.ngs with ,Owner r.epr.esent,a,t.ives;. cooi'd"inatiag with city's building.'superin_t end ent and purchasing department. to define the bid process and. contract procedures fbr working with multiple sub— contractors; p�rov'iding design and scope of work -•instructions for bidders' use.; me.etiirgs� with sub.- contractors to define the scope of work, and review budget-options; assisting the city's buiiding superintends eat during construc'tion-. A' final budget has not` been " ea' tablished 'for the projec't'., The budget will be evaluated after ,cost proposals are . received from• Che'tmula pie categories of (gubj co.ntra,crt;or responsibility. The architect shall coordinate with the Owner to,pr3or'itize which selected areas of work are to be accomplished, and "if project phasing is suitable. The Owner and Architect agree as follows: Init AIA Document 81047m-2007. Copyright ®1974,1978, 1987,1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Thls'AIA Document is protected by U.S. copyright Law and international Treaties. Unauthorfzed reproduction or dlsMbuilon of this AIA° Document, or any portion of It, may result in'severe civil and criminal penalties, and will be prosecuted to the mexlmum extent possible under the 1 t law. Purchasers are pemitited to reproduce ten {10) copies of this dociument whencompleted. To report copyright violalions.of AIA Contracl Domments; e= mail The American Institule of Architecls' legal counsel, copyrighl @aia.org. TABLE OF ARTICLES, INITIAL INFORMATION ARCHITECT'S RESPONSIBILITIES SCOPE OF ARCHITECT'S BASIC SERVICES ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE',WORK 7 COPYRIGHTS'AND.LICENSES ^, rz;pl 8 CLAIM&ANDOISPUTES 9' -T,ERMINATION,OR SUSPENSION ill MISCELLANEOUS PROVISIONS 11. COMPENSATION 112 SPECIAL TERMS AND CONDITIONS 13 SCOPE;OF-tHE- AGREEMENT ARTICLE 1.. INITIAL INFORMATION § I I This Agreement is,based•on the Initial Information set forth below: (State below 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-; and other information relevant to the Project.) Various categories of non — structural renovation and. remodeling work will be s.e.parately bid out to (s.ub) contractors pre — selected per the c-ity's Small Works Roster. The .city's building superintendara 'will be in the role of project manager during construction. § 1.2 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 The Architect shall pro' rovide the professional services set forth in-this Agreement consistent with the professional 9111 and care ordinarily provided by architects practicing in the same or similar locality tinder the same or similar circumstances. The .Architect shall perform its services as expeditiously a. is consistent with such' P skill and care and the orderly progress of the Project. ARTICLE 3 'SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Archi'tect's basic'Services consist of those described in Article 3' F § 3.1:1 Thb, -, rehitect shall be ;entitled to rely on (1) the accuracy and completeness of-the information furnished by .' the O'wner aridA2)! the Owner's approvals. 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. § 3.1.2 As soon as practicable after the date of 'this Agreement, t11e Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. Once approved by the.0•wner, time limits established by the schedule shall not, except for reasonable cause, be. exceeded by the. Architect or Owner. With the Owner's AIA Document 6104'm -2007. Copyright ®1974,1978, 1987, 1997, and 2007 by The American Institute of Architects. All,rights reserved. WARNING: Init. This AIA® Document Is protected by U-S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIO 2 Document, or any portion ouit, may result in severe civil and criminal penalties, and will be prosecuted to the maximum.exient possible under the t law. Purchasers are permitted to reproduce ten (1o) copies of this document when completed, To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyrioht @aia.org. approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. § 113 The Architect shall assist the Owner in connection with.the Owner's responsibility for filing -documents 7. required for theapproval'of governmental authorities having jurisdiction over the Project. §.3.2.DESIGN PHASE SERVICES Architect shall review the program and other, information flutnished by thp,Ow dk,'and shall review laws, 06deg,,drid tegplatiohgApplicable to the -Architect's services. § 3.2.2 The Architect shall discuss with the Owner the Owner's program, schedule,, 'Wdgetfbr the Cost of the Wo rk Project d alternaii�e�­ constriction of tfi6`*,qje'b4�Ii-bility.of site; and to design and constru c tic including the teAs incorporating environmentally responsible design approaches. The Architect shall all feackan understanding *ith.the OWner.regdroog, the Pfdj6ct requirements. §'3' .2.3 Tbe Architect ihall-'6onsider the relative value of alternative inateiials building systems and equipment; l6jedier with other. based, on progra es in in,,And a thetics ii for theYroject tha is tis .consistdiit,%utb,the,divne;�S' ,ch6rdlul'e- and 'budg6t-'f6r,the Cost of the Wbri 3.2.4: Bused on the" Projec , t requirements; the Architect shall prepare Design Documents for the Owner's approval 'consi skin 46f dtirwibgs afid difi6ir documents appropriate f6r the Project and-the Architect shall prepare and submit to :ft uM the Owner a prqljminary�'es teofthe Cost of the Wofl6- ba�se -`6 - Z '­. �, ­ ­ . , d _i�� cost pr:op-o6als obtained iibl contractors. ;12.6 1.1e'Ard 'h "i,tect shall submit the Desj�PDocuniehts to the Owner, andTequest the OwtiWs,approval; §:3.3'60NSTRU'CIIO'k'DOCUMtNTS PHASESERVICES § 4._f�is6 on the iiDocuihdhts.th&,Ai-chit6dtsh-oorop 3.- ig; ai!6 for the Owner!s iipprov#InGoiastruction Doctirb,00ts consisting of Drawings and. Specifications setting,i6iffi'in-betail the requirements for e"66iittffictioii--ofthdrWbflk-. The Owner and Architect- acknowledge that in.6' 11ti6 fder construct the Work the Cohtb'c' tbk,Nv­ffl-p'rVv'ide additional information including Shop Drawings, PipdiictData, Samples and other similar submittals, wfii6fi"dh-e,Ar"chit,ec!: shall'reXiewin accordance with Section 3.4.4. 3.3.2.7be Architect shall incor pordtd-into the Construction Dociiinentsthe design requirements of governmental ,authoriti6ghhirj"n'.jurisdiction over the Project: § 3.1.3 The Archii6bi!sfiqll update the estimate for the Cost of the. Based on cost or — i il ed "from 'b g (sub) contractors. iddin proposals § 1.3.4 The Architecrshafl submit the Construction Documents' to the Owner, advise the Owner of any adjustments to the'estimute of the Cost of the Work, take any action required under Section 6.5; andrequest the Owner's approyah M.S.-The Azchitect following the Owner's approval of the'Cofistruc,tiort Documents.. and of the.,lates-tpreli.minary es�!�- of donstrictiofi'Cost; .shall assisi.ihe'Owher'ih awar'ding'and preparing contracts for construction. 3.4 CONSTRUCTION PHASE SERVICES § 3.4.1 GENERAL § 3AAA TheArchitect shall de administration stiAgn of the Contract between the Owner and the Contract'or's -Act P� s e num'drated' in bid procedures est'4 bIll d by the city' p,u.r d h ' - 'l d'eparta On f'. § lkfi , !1ie Aiolntect ffidl advise and consult with the Owner during the,6on struction Phase Services. The Architect shall " I have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Air ,Wtddt shall not.havO control over, charge.of, or responsibifity.for the coiisiruction,means, methods; techniques, sequences orprddedures,oi for safety precautions andprograms in connection with the Work, nor. shall the Init, AIA Document 816419- 2067. Copyright 0 1974,.1978i 1987,1997, and 2007 by The American institute of 'Atchfiects;'All rights reserved. WARNING: This AIAP document Is protected by U.S. Copyright Law and International Trestles. Unauthorized r6proquction.or distribution of this A10 Document; or any portion of 14 may result In severe civil and criminal penalties, and *91'bd prosecuted to the maximum,extePt po . ssible . under the low. purchasers are permitted to reproduce ton (10) copies of this document when completed. To ns of ALA Contract report copyright violatio'," Documents, e- mail The American Institute of Architects'legal courisef'copytight@ala.org. 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. §3.4:1:3 Subject to Section 4.2, the Architect's responsibility to provide Construction Phase Services. commences with,the. award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. §,3.4;2 EVALUATIONS OF THE WORK § 3.4.2:1_•T.he Architect shall visit the site at intervals appropriate to the;stage of construction, or as otherwise. required"in Section 4.2.,T,.to,become generally familiar with the piogress;,and,gdal ty of the portion of the Work co"trtpleted; and;to,determne, in general, if`the Work.observed is being performed in.a manner indicating that t11e },.... Work, when `fully completed, Will be in, accordance with the Corti" ract Documents. However, the Architect shall not lie 'required to make exhaustive or continuous on -site observatigns,4o check the quality &quantity of the Work. On die basis ofithe;siteavisits;,the Architect shall keep the Ownerreasonably informed about the•piogTess and. quality of- the portion of the Wort. completed, and report to the Owner ('i) ]mown deviation's from the Contract Documents and f;otn the most recent coiistruction'schedule submitted by the Contractor; and (2) defects and ;deficiencies observed in the WWork. §'3.4 ;22tTlie Architect hasythe_autliority to reject Work that'doe's not conform to the Contract Documents and has the authont. to requ re�inspection-or.testing,of the Work. § 3.4.13,1he,Architecrslrall inter pret -and decide matters concerning performance• under; and requirementsW, the- - Contract Documents on written request of either the Owner or Contractor. The Architect's response to suehrequests shall be made in writing within any time limits agreed upon or othenwise with reasonable promptness. §14:2.4 When making -such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall-not be•liable for results of interpretations or decsions.rendered in good faith. § 3.4.245 The Archiitect.shafl render initial decisions on Claims between the Owner. and Contractor as provided in the Contracf Documents. § 3:4.3 CERTIFICATES.FOR PAYMENT TO CONTRACTOR §'3.4'.3.1.;The.Architect'shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute 'a representation to the Owner; based on the Architect's evaluation of the Work as provided in Section 3.4.2 and on the data comprising the Contractor's Application foi,- Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance'with the Contract Documents. § 3.4.3.2 The'isspance 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 payinent,,or.,(4.),asceitained how, or, fon:what pur pose. the:Contractor,has,used;money previously, „paid on,,accoumof the Contract Sum. §:3.4.4 SUBMITTALS ' § 3.4.4.1-The _Architect shall review and.approve or take other appropriate action upon the Contractor's submittals such-as Shop Drawings; Product Data,and.Samples, but only for the limited purpose.of checking for conformance willi'iinfoi iriationgiven and the design concept expressed•in `the Contract Documents. Review of such.submittals is 'a- tis #ye notfor the purpose of determiaing.the accuracy and completeness of other information such as dimensions, quantities ,andyinstallation or performance . of equipment or systems,.which are the Contractor's responsibility. The.. Ar'chitect''s`ieview shall not-constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, ;of any construction means, methods, techniques, sequences orprocedure& § 3.4.4,;Jf 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 AIA Document B104r!? = 2007. Copyright @ 1974,1978,1987,,1997, and 2007 by The American Institule df Archilects: All rights reserved: WARNING: Init: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproductiori or distribution of thls We 4 Document, orany portion ofilt, may, result in severe civil and criminal penalties, and will be prosecuted to the'maximum extent possible under the. law. Purchasers are,permlited to: reproduce ten 110) copies, of this document when completed. To report copydght.violallons'of AIA Contract Documents, e- mail TheAmencan Institute of Architects' legal counsel, copyright @ala.org. 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 retaiped: by the Contractor.that bear such; professional's seal and signature when.sulimitted 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 sucii'design professionals. § 3.4:4:3 The Architect shall review and respond to written requests for infortnationabout.the.Contract Documents. The Architect's response to such requests shall be•made in writing within any time Iitnits agreedaipon, or otherwise with,ieasonable promptness. § 3.4.5 CHANGES IN THE WORK The Architect "may authorize minor changes in the Work that.are consistent'with.the intent.of the Contract Documents aii&do not;involveln adjustment in the Contract Sum,oi-'an extension of the Contract Time. Subject to the.proyisiotis. of Section--4 2.2, the Architect shall prepare 'Change.Ordersand,Constiuction Change Directives for the Owner',s.approval `find execution in accordance with the Contract Documents. § 3.4.6 PROJECT COMPLETION ,The°Architeet•.sbAU conduct inspections; to determine the date or dates of Substantial Completion and the date, of final completion;Jssue'Certificates of Substantial Completion; receive from the Contractor and forward to the Own er`forithe Owner's review and records; written warranties and related documents required by the Contract Docutnents'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 ContractDocuments. ARTICLE 4. +ADDITIONAL SERVICES § 4:1 Additional `Services are not'included in Basic Services;�liut may be required for the Project. Such Additional Serviceg'may incladeprogiamiiing, budget analysis; financial feasibility studies, site analysis and selection, a ,` environmental °studies; "civil engineering, lands cape :i,esign, telecommutiications /data, security,, measured drawings .:: of existing conditions, coordination of separate contractors or independent. consultants, coordination of construction .:. or projectimanagers,,Ak rid :cost eslimuies; •on -site projectrepresentation beyond requiremenis,ofSaction value. analysis; quantity., surveys inferior architectural design, planning of tenant or rental spaces; inventories of materials orequipment, preparation of record drawings, cortunissioning, environmentally.iesponsible design beyond Basici`Sei;vice's, I= .FI?l� _Certification, fast -track design services, and any other , - tot otherwise included in this Agreement " (Inserl,a•descr ption of each Additional Service the Architect shall. provide, if not further, described in an exhibit attached to- this "docu, meet.)• §,4.2.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- diis Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3. §411- lle Architect has' included in Basic Services 61 g h t ( 8 )site visits over the duration of the Project during construction. The Architectishall conduct site visits in excess of that amount as an Additional Service. § 41.2 The Architect.shall review and evaluate Contractoes:proposals, and if necessary, prepare Drawings;' Specifications and other documentation�an$ data, and provide any other 'services made necessary by Change Orders and Construction Change Directives`piepared by the Architect:as.an Additional Service.:. - 19'4.2:3 If #tfie services covered by this Agreement.have not been completed withiti..:,` t ive lv e ;, , ):months of the date of this Agreement, through, no fault of.the :kr hiiect,. extension of=the.Architect's services beyond that-time shall 'be compensated,as,Addidonal Services: ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise.provided for under';this Agreement, the Owner shall provide information in .a timely manner InIL AIA Document B104M — 2007. Copyright 01974;1978,1987,1997, and 2007 by The American Institute of.Archhects. All rights reserved. WARNING: This AIA Document is protected by U:3. copyright Levi and international Trestles. Unauthorized reproduction or distribution of this ALO Document; or any portion of it, may result in severe civil'and criminal Penalties, and milli be- prosecuted to the maximum extent possible undenthe t law. Purchasers are permitted to, reproduce ten'(10) copies of this document when completed To report copyright violaporrs of AIA Contract Documents, e- mail The American Instilule of Architects' legal counsel, copyright @ala.org. regarding requirements for and limitations onthe,Project, including a written program which shall, get forth the Owner's objectives, schedule, constraints and criteria, including space requirements and - relationships, flexibility, expandability; special equipment, sy'stem's 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 rel6drit4or the Architect to evaluate, give notice of or enforce lien rights. 1,52,3—he. Owner shall_establish.and.penbdically update the-Owner's budget.for the Project, including;(I) the budget for•the.Cost of the Worlc 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 Owtier's budget for"the Cost of the Work, the Owner shall . notify the Architect. The Own' er and the. Architect shall thereafter agree to a corresponding change in the Project's scope and,•quality. §'53 The Ownei_,shall, furnish surveys to "describe physical characteristics, legal limitations and utility locations for the•site of the; Project, a ivritten.leg _ description of'the site; and services of geotechnical,.engiiieers or other r _. consultants when the Architect requests such services and demonstrates that they are ,reasonably_required by the scope of the Project. =. §;5.4 Th6bwner shall -0c6o dinate the services of its own constltants with:those services'p ovided by the.Architect. Upon the_Archilettss request,} the Owner shall furnish copies of the scope of services to the contractsbetween.the Qwner.and the Owner's consultants. The Owner shall require that,its consultants maintain professional liability insurance "as`appropriatef[o,the�services provided., 'W § 5.5.The Owner ,shall fumish tests; inspections'and reports required by law or the Contract Documents, such as structural, mechanical; aiid chemical tests; tests for air and water pollution, and. tests for•liazardous materials. 6'6.6 The Owner;shall;fitrnish all:legal, insurance and, accounting services, including auditing services that may be reasonably necessaty•avanyjtime fbinthe Project to,meet the Owner's needs and interests: f ; ....,:I. 5.•�,.,i � +.;`.;= ors.. , .. . § 5.7 The Owner: shall;provIde prompt.Written notice to the Architect if the Owner becomes.awai`e,,of,any fault or r.,... „..,, defect in.the.Project, includingerrors, omissions or inconsistencies in the Architect's Instruments of Service.. WJ § 5.8 The,Owner shalhendeavor to communicate with the Contractor through the Architect about matters arising "out of o, relating tofthe Contract. Documents. §Ag 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 'A 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 thr(Qhout ihe,Projecvas;required under,Sections;5,2,.6. 4 and.6.5.,Evalua6ons;of;the Owner's.,budget.forthe,Cost..of rife Work, the.preliminary estimate of the Cost of the Work find updated estimates of the Cost of the Work prepared liy, the Architect, represent the.Architeci's judgment as.a design professional. It is recogniied,.however, that•neither the Architect nor the Owner has control over the cost of labor, materials or equipment; the Contractor's .method's of deteimiiiing bid prices; or compp4tive,bidd_ing, 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 ofthe 10VC r from any estimate of the Cost of the Work or evaluation prepared or agreed : 1?. the Architect. AIA Document tB104'r” -2007. Copyrigtt @ 1974,1978; 1987;1997, and 2007 by The'Amedcan Institute of Architects. All rights reserved. WARNNG:• Init. This AIAe Document is protected by U.S. Copyright Uw and International Treaties. Unauthorized reproduction or dii3tribution•of this AIA® s Document, or any portion of it, may result In severe civil :and criminal penalties, and will be prosecuted to the maximum extent possibie.under the law. Purchasers.are. permitted to reproduce ten (10l copies of this document when completed. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyrlght@ala:org. r giOn d . § 6.4 If. the bidding has not commenced within 90.days after the Architect submits the Construction Documents to the Owner, through no fault of the Architect, the Owners 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 If at any time the Archiiect-':sestimate of the Cost of the Work exceeds the Owner's.budg"et.foi the Cost of the Work, the Architect shall make appropriate recommendations'to the Owner to adjustrthe PmJect's size, quality or `budget for the Cost of the Work, and the Owner shall cooperate with the Architect- iri;inaking such adjustments. a -. § 6.6 If the Owner's current budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide, bid or negotiatedproposal, the Owner shall .1 give`wri tten approval of an increase:in the budget. f or•the'Cost of -the Work; r I authorize rebidding or renegotiating of the Project_within a reasonable time; - .3- terminate .-in;accordance with Section 9:5; .4 in corisuliation4ith the Architect, revise,the Project program; scope, or quality as required to reduce the Cost,of 66,Nork; or, .5 implement any other mutually acceptable alternative. , ARTICLE? COPYRIGHT&ANtUCENSES . • :'� ' § TtiArchitect °Anil lire 0ivner warrant':tliat iti transmitting Instruments of Service; or any other,iriformati on, the tradsmittingfparty'is?ttte copyright o jvne�'of'such information or has permission from the copyright owner to transmit °Such inforbliition�'fOtyits'nse'.On the Project If the Owner and Architect intepd . to d"smit`'Instruments of h Service or any other information or documentation in digital form, they shall encleavar to establish necessary protocols governing"such.ti' smssions; ' The'Arcltitect'arid'6 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 ordistribudon of Instruments of Service to meet official regulatoy . 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 Instrtiinetifs,of S "ervice solelyand exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantiall y 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 pernvts the Owner to authorize.the. Contractor,- Subcontractors,_Sub- subcontractors, and miiterial•or equipmentsuppliers, as -'well as'the Owner's consultants and separate cobtiactors, to reproducetapplicable,pordons of the Instruments of Service solely and exclusively for use in performing services or constiuction "for the Project If the Architect rightfully terminates this'Agreement for cause as provided in Section 9:4 the license granted in.this Section 73 shall terminate.,: §, 7.3.14In the event the Owner uses t1 e:Insti iments of Service without retaining, author of the.Instium6nts of 'Service, �..: „ the ' er, releases the Architecitiand Architect's consultatit(s) from i ll.claims and - causes: oftiaction arising from such Likes. The Owner; to the extent permitted by law, further agrees to indemnify and hold- barniless'the Architect and .its, coiisvltants'frobtAll costs'and expenses, including the.cost of defense, related to'clai ps and causes of action asserted by. any tliiia person or entity to the extent such costs and expenses Anse from the Owner's use of the Instivm`ents 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, Intl AIA Document B104n -2007. Copyright ®1974,1978,1987,1997, and, 2007 by The American Institute of Archhecls: All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Lew and International Treaties. Unauthorized reproduction or distribution of this AIA® 7 Document, or any portion of (I, may result in severe chili and criminal penalties, end -will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copfesof this document when completed To report copyright:violations'of AIA Contract Documents, e= mail The American institute of Architects' legal.counsel, copyright @ala:drg. § 7.4.Except -for the•ticenses.grdined 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 of otherwise transfer any license granted herein to another party without the prior written agreement of the Architect.: Any unauthorized use of the Instruinents,of Service shall be at, the :Owner's sole risk and without liability to the Architect and the. Architect's consultants. ARTICLE,B, CLAIMS AND DISPUTES § 8, GENERAL 8AA,The Owner and Architect shall commence all- claiins, and causes. of action, whether iii- contr5" tort;. or otherwise ,against the other arising,out of or inelated-to this Agreement in accordanee with.the requirements of the method of biadiiig'dispiite,resolution selected in this Agreement within the period specified by applicable law, buf in any,;case not more thariJ0.years:after the date of Substantial Completion of the Work. The Owner and. Architect waive all clains and cause`s of action not commenced in accordance- with,this Secttom 8.1.1. {tlier'and against;th&c' ontractors, consultants, agents and employees of the other for, a cept such as they may have .to; the.proceeds of such insurance as set ocument A'107 -2007, Standard Form eeipeJ3 tween;Qwner _and Contr sect of Limited Scope. The Owner or the Architect, as �iiate; shall : _ "' ' ' contractors; consultants; agents.and employees of any o f them similar waivers in _L 71r =:out.of'or elatiiig1 his. Agreement. This ei b , , , , tout imitation, to•all consequential. -_.. §4' MEDIATION . §'8:21 Any -claim„ disputeror,other matter in question arising out of or related to this Agreement shall be:subject to mediation as a1dondition,,pre'cedeut to binding dispute. resolution: If such matter,relates.to or is die subject of'a lien arising outlof the :Architect's;services; the.Architect may proceed in accordance with applicable law'to comply with the li en notice or.filing deadlines prior to resolution of the matter by mediation or by binding, dispute resolution. § 8:2:2 Iviediationi °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 Th, a pariiestsfiA share the mediator's fee and any filing fees equally: The mediatioq.shall be held in the place where the Projec0s:located, unless another location is mutually agreed.upon. Agreements reached in mediation;shall'fie enforceable as settlement agreements in any court having jurisdiction thereof. § 8:2.3 if the'ptirkies do'n''ot resolve a dispute through mediation pursuant to this Section 8.2,.the method of binding dispute resolution shall be the following: (Check the appropriate bow. If the Owner and Architect do not - select a method of binding dispute resolution below, or do not 'siibs&iently •agree in writing to n binding dispute resolution method other than litigation, the, di.spttte will J :.;x -v ;...4... be r'esohW-irr ti`cotir! of competent jurisdiction.) {K4... 'tj_Arbitration pursuant to Section 8:3 of this Agreement •Litigatiori,in,a court of competent jurisdiction ❑ Other (Specify) 13.3:ARBITRATION g�8 3.1If the panics have selected arbitration as the method for binding dispute resolution -in this Agreement any cl "aim;dispu:oi other matter in question arising out of or related to this - Agreement subject to, but not resolved by, mediation shall`be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitradon Association in accordance, with its Construction Industry Arbitration Rules in effect on the date of the Agreement. .AIA Document•B104T —20117. Copyright ®1974,1978,1987; 1997, and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init This AIO Document is, protected by U.S. Copyright, Low and International Treaties. Unauthorized reproduction or distribution of this AIAe ' $ 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 t law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of "AIA Contract Documents, e- mail The American Institute of Archltects' legal counsel, copyright @ala.org: Init. § :8.3:1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, bit in,"no event shall it be. made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the, applicable statute of ,limitations. For statute of liinitations purposes, receipt of-a- written demand-for arbi.tration•by the person.or eptiiy.. tidministering the - ..:._._.. arbitration shall.coristitute the institution of legal or equitable proceedings based on the claim, dispute of other matter in giiestion. § 8.3.2 The foregoing agreement to'arbitrate and other agreements to arbitrate. with mfi additional person or entity .duly consented to'by parties to this Agreement 'shall be specifically enforceable in accordance, with applicable law in •any court having jurisdiction thereof. § 8,3.3 The award rendered by the arbitrators) shall be final, and judgment may be entered upon'it.in accordance with applicable, law in any court having jutisdiction'thereof. § 8.3.4 CONSOLIDATION OR JOINDER § 8.3:4.1 Either•plirty, at.its sole.discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a.party provided that (1), the arbit ration. agreement .gonetning..the:othwarbitration permits consolidation; (2) the arbitrations, to he consolidated "substantially involve common questions of law or fact;_ And (3) the ,arbitrations�dinploy�mateiially similar procedural rules and methods for selecting arbitrator(s). § 8.3.42 Eitherparty,°at its,sole"discretioti; may include by joinder persons,or entities substantially involved in a common question of law or fact whose: presence .is required if complet&irlief is to be accorded in arbitration, provided that the party'sougfit to be joined _consents in writing to such joinder. Consent to arbitration involving an additional person:or entity' ,shaft not. constitute consent'to arbitrati on of'any claim, dispute or othermafier in-question not described in the written consent. § 8.3.443,The Owner and�Architect grant to any person for entity made a party,to an arbitration conducted: unde't this Section 8i3, whether by joinder or consolidation;'the same rights of joinder and consolidation as the Owner and Architectunder tlns Agreement. t ARTICLE 9 --TERMINATION DR, 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 perf rMance, -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 .incurred in the interruption ;Anil resumption of the Architect's services. The Architect's fees for the remaining 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 be compensated for expenses incurred in the interruption and resumption of the, Architect's services. The Architect's fees for the remaining services and the time schedules slisHte equitably adjusted. may § 9.3'If the Owner suspends the Project for.more:than 90 cumulative days for reasons other than the fault of the Architec the Architect may terminate this A t, y greement;liy.giving not less-than seven days' written notice. §, 9;4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail,substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination.. §`9i5;The Owhe'r may terminate this Agreement upon. not less than seven days' written gotice,to the Architect for the bwner's convenience and out cause. § 9.8 In the event of termination not the fault of the; Architee4.the. Architects} all be compensated for services performed prior to termination, together= with Reimbursable Expenses then,du and in s-94W� AIA Document81041'0#-20.07: Copyright ®1974,1878,1987,1997, and 2007 by The American Institute of Architects ,All rights ie rved: WARNING: This.AlA .Document is protected by U.S. Copyright Lew and International Trestles. Unauthorized reproduction o, distribution re of ttilaAtA° Document„or any portion of it, may result in severe civil and crini)nel'penelties, and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this docrimenfwhen Boinpleted. To report copyright vlolalions oi,AlA,Contrect Documents; e mail The American Institute of Architects' legal counsel, copyright @aia:org. 9. directly attributable to,termination for which -t compensated,,plus an amount for the ARTICLE 10 MISCELLANEOUS PROVISIONS : §:1,0lt- bis Agreement.shall be governed by the law of the place where the Project islocated, except that if the parties have selected arbitration as the method of binding dispute resolution; the Federal >Arbitration Act shall govern Section- 83. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A!07 -2007, Standard Form - of ;Agreementi.getween.Owner and Contractor fora Project-of Limited,Scope.- § 10.3 The Owner and,Architect; respectively, bind themselves, their agents, successors; assigns and legal representatives to this Agreement..Neither the Owner nor the Architect shall assign thi"s=Agreement without, >, Written consent of the,other ;,except that the Owner may assign this Agreement. to a lender.providing financing for' �_ •: - ;>= the Project,if th_e,- lender- agrees;to assume the Owner's rights and obligations under, this Agreement. , §_199 If3;tlie 0wner;ite4uestsltheAmhitect to execute certificates or; consents, the proposed,language of-such certificl[es or 'consents "shall,be ;submitied to the Architect for review.at least 14 days prior io the requested dates of ezectid6k.;T11 Ai`clutect shi ll= =not be, required to execute certificates or consents that would.require knowledge, services.oe nd the scope of this Agreement. §;1f0 5$Notliing contained in tl>is W' ement shall create a contracival:relationship with or;a cause of•action in favor ofaa'.third "party against either'the Owner or Architect. § 10.6 The Architect• shallehave�rio responsibility,for,the discovery, presence, handling, removal or disposal of or exposure Hof persotis foil azardous materials of toxic. substances in any form at the Pfbiecusite. § 107 The Architeci shall; have the right. to include photographic or artistic representations of`the design of the Project,arnong the Architect's promotional and professional materials. However,'the Ai6itect's materials shall not include;infol&tion4he,0-,wner has.identified in writing as confidential or proprietary. S.ts: •, rr ARTICLE1,1 COMPENSATION' § 11.1 =For pthe, rcliitect s 13asic,Services as described under Article 3, the Owner shall compensate the Architect as follows:. , (Insert amount of,4or•.;basis for, compensation,) Services- be•'.billed on an hourly basis per Traho Architects, P.S:'s standard hourly rates per Exhibit A, attached, with a not -to- exceed fee of $10,000.00. z. § 11.2 For Additional Services designated in Section 4. i; the Owner shall compensate the Architect as-follows:, (Inserl amount of, or basis for, compensation. if necessary, list specifrc sen�ices to which par7icular methods of cornpensation,apply ). Per article 11.1 § 113,For Additional Services that may arise during-the course of the l?roject;.including those under Section 4.2, the Owner shill,compensate the Architect as follows: (Insert ainoi,'i of, `or basis for, compensation:) P e r. a r-t-lc 1 e- 14..;.1--._ s AIA Document B104T!•TM —2007. Copyright ®1974, 1978, 1987, 1997, and'2007 L by The American Institute of Architects. All rights reserved. WARNING: IniL This Ale Document Is protected by 63. CopyrightLaw and international Treaties. Unauthorized reproduction ordlstributlon of if is AIA® 1 Document, or any portion of It, may result in severe civil and crim'inet penalties, and will be prosecuted to the -maximum extent possible underlhe law. Purchasers are permitted to reproduce ten (10) copies of this documentwhen'coinpleted. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, copyright @aia.org. §.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 plus percent ( g'o); or as otherwise stated below: Not,. - Appli.ca.ble § 11.5 Where.compensation,for Basic Services is based on a stipulated sum or perceniage.,of the Cost of the Work, the compensation for each phase-of services shall be as'follows: Design Development Phase: 'Construction Documents Phase: Construction Phase: Totat Basic Compensation Not Ap.pl >i.cab.1e percent: ( %) percent( %y percent( %) one hundred percent ( 100.00%) §,11:6 When compensation is based on a percentage of the Cost of the Work and any portions of-the Project are deleted of otherwise notconsiructed, 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 of negotiated proposal, -or (2) if no such bid or proposal is received, the mostrecent estimate of the Cost of 'the Work.foi :such portions ofthe Project. The Architect shall be entitled to compensation in accordance with'this Agreement fouall services performed whether: or not the Construction Phase is commenced. z § 11J'The h6VtIy'bPhg- iaies,f6r services of the Architect aud'tlie 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 . pmctices. ` (If applicable, attach an exhibit`of hourly billing rates or insert -diem below.) S'ee Exhibit A, attached § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES §- 11.8.1'Reiinliursabkt4enses are in addition to compensation for Basic and.Additional.Services and include expenses;incaired by, the Architect and the Architect's consultants directly related to the Project; - as follows: Transportation and authorized out -of -town travel and.subsistence; )111:� Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extranets; .3 Fees paid forsecuring approval of authorities having jurisdiction over the Project; .4 Printing; reproductions, plots, standard form documents_; Postage, handling and delivery; Expense'of overtime work requiiingligher'than regular rates`if ap 6l * ed;in advance;bytlie;Qtwtjer, C Renderings, models, mock -ups, professional Ohotography, and.presentation materials uested,by the Owner; Expense of professional liabWty,insuiance dedicated exclusively to this Project or the expense of .additional insurance coverage orliiriks requested by the Owned in_ excess of 'that normally carried by the Architect: and the;Aiclitect's consultants; p. :9.,.. All'taxes levied;on professional services and on- reimbursable expenses; Site office!ex eases; and . Other siiiiilar Project- related expenditures. § 11:8:2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus t en percent ( 1 `p . %) of the gkpenses. incurred. Init. AIA Document 81 04 -- 2110 7. _Copyright ®.1974,,1978,1987;" 1997, and,2007 by The American Inslitute of Architects. Alt rights reserved. WARMNG: This AIA ®Document is.protected by U.S. Copyright Law and International Treaties: Unauthorized reproduction or distribution of this AIA®' 11 Document ..crany portion of It, may result In severe civil and.criminal penalties, and will be prosecuted to the maximum extent possibie'tinder the law. Purchasers are permitted'to reproduce ten,(10) copies of this document when,complated. To report copyright violations of AIA Contract Documents, e- mail The American Institute of Archflects "legal counsel, copyright @aia.org. § 11.9 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 a 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: § 11.10, PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment bf z.ero Dollars shall be made upon execution of this Agreement and -is the minimum paymeiit.under this Agreement. It shall 'be credited to the Owner's account in'the final invoice,. §'1.1.10.2 Unless otherwise agreed,, payments for services shall be made monthly in.proportion to:services performed. Payments are due andpayable upon presentation of the Architect's invoice, Amounts unpaid t h i r Ey, ( 30 ) days after the invoice date shall bear interest at the rate entered below; or in the absence thereof at the legal rate;pi•evailing from -time to time at the principal place of business of the Archi'te.ct., (Iifsert rate of liro�lthly or annual interest agreed upon.) O aiA j, 1,i; :mo.nGfi, 1`,--2X_tannuaI AV 11:10.3 The Owner• shalhnot�withhold amounts from the Architect's.compensation to impose a penalty or liquidated damages on tlie,Architeci, onto off set sums requested by orpaid to contractors for the cost of changes in the Work unless_ the - 'hitect�agrees or has been found liable for the amounts in a binding dispute resolution Proceeding-.­,, §11.10. 4.Records of Reiimbursable Expenses,:expenses pertaining to Additional Services, and services performed on Elie basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TER,MS;AND CONDITIONS Special terms and. conditi on s fiat modify this Asreement.areas follows: Nbt Applicable .ARTICLE 13 SCOPE.ORTHE AGREEMENT § 13.1 This,- Agreemenrr`epresents the entire and integrated agreement between the Owner and the Architect and SUP' rsedes alhpcior 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 incorporates the following documents listed below: (List other documents, if any including additional scopes of service and AIA.Docunlem E201Tht- 2007, Digital Data Proioeol Erldbit, if coirlpleted; for7ning.pai7 of the Agreement.) I MSOLUTION ND: ThisAgr. ent entered to s of t ay and year first written. abov . OW„ tare) A,R . IT CT N. (S r g fore) 0( tj Y- kz, I Q_- ITA Nancy Charron, AIA, N.C'ARB (Prirffed irn_ fie .grid rifle) �- (Printed name. and title) CAUTION: You should sign an original AIA Contract Documeht, on which this text appears in RED. An original assures that changes will not be obscured. AIA, Document 8104Tu - 2007..Copyright ®1974,1978,1987.1997; and 2007 by The American Institute of Architects. All rights reserved. WARNING: Init.. This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 12 Document, or,eny portion of It, may result in severe,civil and criminal penalties, and will be prosecuted to the maximum extent possible under the t law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright.violations of AIA Contract Documents, e- mail The American Institute of Architects' legal counsel, cepynght @ala.org: T RAHO RCHITECTS, P.S. N. IEUI AVENUE, SUITE A YAKIMA. %VA 88902 9)452 -0609 `.;509)452-1578 AVVW.TRAHO:COU EXHIBIT A Project 12 -30 Effective: January 1, 2013 ARCHITECTURAL SERVICES Standard Hourly Rates /Additional Services Hourly Rates Principal Architect: $120.00 Associate Architect: $110.00 Project Manager: $110.00 Architectural Rendering: $110.00 Construction Manager: $95.00 Interior Design $95.00 CAD /Drafting: $85.00 Architectural Administration: $50.00 Expert Witness Testimony: $300.00 Reimbursable Expenses at a multiple of 1.10 times the actual expenses incurred. Consulting Engineering Fees at a multiple of 1.10 times the actual amount billed to the Architect. © Traho Architects, P. S.