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HomeMy WebLinkAboutWardell Architects, P.S. - YPAL Building Renovationsinit. ��� v 9 -� Document BIOITM - 2007 Standard Form of Agreement Between Owner and Architect AGREEMENT trade as of the 9111 day of June in the year 2014 an words, indicate day, month and Year.) BETWEEN the Architect's clientidentified as the Owner: (Name, legal status, address and other information) City of Yakima 129 North 2nd Street Yakima, WA 98901 and the Architect: (Name, legal status, address and other information) Wardell Architects, P.S. 4213 Port Stanley Road Lopez Island, \VA 98261 for the following Project: (Nance, location and detailed description) Yakima Police Athletic League Building Renovations Phase 1 602 North 4th Street Yakima, \VA 98901 Phase 1 of proposed renovations to the Yakitna'Police Athletic League Building, including window replacement, siding replacement, and exterior painting. The Owner and Architect agree as follows. ADDITIONS AND DELETIONS: The author of this document has added inforinalion needed for its completion. The author may also have revised the text of the original AIA standard:farm. An Additions and Deletions Report that notes added information as well as revisions.to the standard form textis available from the author and ehoutd be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and.where the:author has:added to or deleted from the original AIA text. This documenthasimportant legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document B101'" — 2007 (formerly 8151'" —1997). Copyright © 1974, 1978, 1987. 1997 and 2007 by The American Institute of Architects. All rights reserved.. WARNING: This AIA. Document is protected by U.S. Copyright Law and International -Treaties. Unauthorized reproduction or distribution of tIi s AIAs Document, or any portion of it, may resuttjn severe civil andbrtminat penalties, and wilhbeprosecuted to the maximurn extentposelbte under the taw. This document wasproduced by AIA software at 12:1319 on 06/06/2014 under Order No.3148679680_1 which expires on 07/09/2014, and is not for resale. User Notes: (1467050841) 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 EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This.Agreement is based on the Initial Information set forth in this Article I„ Initial Information: (Complete. Exhibit 4, Initial Information, and inco►porale it into the Agreement al Section 13.2, or slate below Initial Ir formation such as details of the Project's site and program, Owner's conlrirclors and cons►dtants, Architect's consultants, Owner's budget for tlieiCosl of the {Pork, authorized representatives, anticipated procurement method, and other information refrain! 10 the Project.) Provide design and construction documents for the above referenced project; provide bidding assistance and recommendation for construction contract award; and provide construction administration services. § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the 1Vork are set forth below: .1 Commencement ofcenstruction date: To be determined .2 Substantial Completion date; To be determined § 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's coMpensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional. services as set forth in this Agreement. Alt. Document 8101 ail — 2007 yormarly 8151,4 —19971. Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING:'Thts AIA Document Is, protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this Ale Document, or any,portion o/ it; may result In severe civitand crirotnat.penalties, and wilt be prosecuted to the maximum extent possible under .the law. This document was produced by AIA software at 12:13:19 on 06/06/2014 under Order No.3148679680_1 which expires on 07/09/2014, and is nottor resale. User Notes: (1467050841) Init. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress, of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with.respect to this Project. § 2.5 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost: (identify types and !imits of insurance coverage, and other insurunce_requirenrents applicable to the Agreement, if any.) 2.5.1 The Architect is responsible to the Owner for error and omissions resulting from the services performed under this Agreement by consultants retained for this project. 2:6 Insurance Provisions: The Architect shall have and maintain the following : 2.6.1 Commercial General Liability: The Architect shall maintain Commercial General Liability coverage for bodily injury, personal injury and property damage, subject to limits of not less than $1,000,000 per loss. The general aggregate limit shall apply separately to this Contract and be no less than $2,000,000. (Paragraph deleted) 2.6.2 \Yorkers' Compensation: The Architect shall maintain workers' compensation insurance as required by Title 51, RCW. 2.6.3 Automobile Liability: The Architect shall maintain Business Automobile Liability insurance with a limit of not less than $1,000,000, each accident combined Bodily Injury and Property Damages. Coverage shall include owned, hired and now -owned automobiles. (Paragraph deleted) 2.6.4 Professional Liability Insurance: The Architect shall maintain Professional Errors and Omissions Liability Insurance with coverage of at least One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate Inuit of at (east One Million Dollars (51,000,000.00). If requested, the CONSULTANT shall provide the City with an insurance certificate clearly stating who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect.' The insurance shall be with an insurance company rated A -VII or higher in Best's Guide. If the policy is on a claims made basis, the retroactive date of the insurance policy shall be on or before May 1, 2009, or shall provide full prior acts. The insurance coverage shall remain in effect during the term of this Agreement and for a minimum of three (3) years .following the termination of this Agreement. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist ofthose described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1:1 The Architect shall manage the Architect's services, consult with the.Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project .team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owier's consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information fiurnisiied by the.Omier and the Owner's consultants. The Architect shall provide prompt N►Titten notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. MA Document B101," - 2007 (formerly B151," -1997). Copyright 01974, 1978, 1967, 1997 and 2007 by The American'Instilute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S: Copyright Law and International Treaties. Unauthorized reproduction or distribution of 3 this AleDocument;'or any portion of it; may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software 5112:13:19 on 06/06/2014 under Order No.3148679680_1 which expires on 07/09/2014, and Is not for resale. User Notes: (1467050841) Init. § 3.1,3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of constnlction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by theschedule shall not,.except for reasonable cause, be exceeded by the -Architect or Owner. With the Owner's approval, theArchitect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. § 3.1.4 The Architect shall not be.responsiblefor an Owner's directive or substitution made without the Architect's approval. § 3.1.5 The Architect shall, at appropriate times, contact the governmental authorities -required to approve the Construction Documents and the edifies providing utility services to the Project. In designing the Project, the Architect shall, respond to applicable design requirements imposed by such governmental authorities and by -such entities providing utility services. §• 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for -filing documents required for the approval of governmental authorities having jurisdiction over the Project: § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 Not Applicable. (Paragraphs deleted) § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 3.3.1 Not Applicable. (Paragraphs deleted) § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 The Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall consist of Drawings and Specifications setting forth in detail the quality levels of.materials and systenis and other requirements for the construction ape Work. The Owner and Architectacknowledge that in order to construct the Work the Contractor will provide additional information, including Shop -Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate unto the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of(1) bidding and procurement information that describes the time, place and conditions ofbidding, including bidding or proposaI forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications_'nnd may include bidding requirements aid sample forms. § 3.4.4 The Architect shall provide aln Estimate of Probable Construction Cost for the Work. § 3.4:5 The Architect shall submit the Construction Docunments to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the 1Vorki take any action required under Section 6.5, and request the Owner's approval. § 3.5 BIDDING PHASE SERVICES § 3.5.1 GENERAL Following the Oiviner's approval of the Construction Documents, the Architect shall assist the Owner in (I) obtaining competitive bids; (2) confirming responsiveness of bids; (3) determining the successful bid, if any; and, (4) awarding and preparing contracts for construction. AIA Document 6101'" — 2007.(formeriy B161 01— 1997), Copyright ©1974, 1978. 1987. 1997 and 2007 by The American Institute.of Architects. All rights reserved. WARNtNG:;This Ale Documentili protected by U.S. Copyrightlaw andlnternational Treaties?Unauthorized reproduction or gist/Mutton of this AIA,. Document, or any portion 4tit, may result in severe civil and crtnnihatpenaties, and wilfbo prosecuted to the maxiiiium extent possible under the law. This document was produced by AIA software at 12:13:19 on 06/06/2014 under Order No.3148679680_1 which expires on 07/09/2014, 'and is not for resale. User Notes: (1467050841) Init. t § 3.5.2.COMPETITIVE BIDDING § 3.5.2.1 Bidding Documents shall consist of bidding -requirements and proposed Contract Documents. § '3:5.2.2 The Architect shall assist the Owner in bidding the Project by .1 procuring the 'reproduction of Bidding Documents for distribution to prospective bidders; .2 distributing the Bidd ng -Documents to prospective bidders, requesting their return upon completion of the bidding process; and maintaining a log of distribution and retrieval and of the amounts of deposits, if any, received from and returned to prospective bidders; .3 organizing and conducting a pre-bid conference for prospective bidders; .4 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda; and 5 organizing and:conducting the opening of the bids, and subsequently docurinenting and distributing the bidding results, as directed by the Owner: § 3.5.2.3 TheArchitect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. § 3:5.3 NEGOTIATED PROPOSALS 1 § 3.5.3.1 Not Applicable. (Paragraphs deleted) § 3.6 CONSTRUCTION PHASE SERVICES § 3:6.1 GENERAL § 16.1.1 The 'Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201T"'-2007, General Conditions of the Contract for Construction. if the Owner and Contractor modify AiA Document A201-2007, those ntodificationsshall not affect the Architect's services under this. Agreement unless the Owner and the Architect amend this -Agreement. § 3:6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act On behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs.in connection with the Work, nor shall the.Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services continences with the -award of the Contract for Construction and terminates on the date the Architect- issues the final Certificate for Payment. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.3.3, to becomegenerally familiar with the progress and quality of the portion (Witte Work completed, and to determine, in general, lithe Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be.required to make exhaustive or continuous on-site inspections to check the quality or quantity ofthe Work. On the basis ofthe site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the Most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has -the authority to reject Work that does not conform to theContract Documents. Whenever the Architect considers it necessary or advisable, the Architect shalt have the authority to require inspection ortesting Of the Work in accordance with the provisions of the Contract Documents, N'.1hether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision Made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, AIA Document 8101' — 2007 gformerly B151" —1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This ANA Document Is protected'by U.S. Capytight Law and IntemationahTreaties. Unauthorized reproduction or distribution of ,this AIAa' Document, or any portion of it, may result In,aevere evil and criminal penalties; and will'be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 12:13:19 on 06/0612014 under Order No.3148679680_1 which expires on 07/0912014, and is not for resale. User' Notes: I (1467050841) Init. Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the \York. § 3.6.2.3 The Architect.shall interpret and decide matters concerning performance under, and regttirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shallbe made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent amid reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to.secure faithfitl 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. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract .Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AlA Document A201-2007, the Architect shall render initial decisionson Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 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 3.6.2 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 isin accordance, with the Contract Documents. The foregoing representations are subject (I) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) toiresults of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (I) 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 whatpurpose the Contractor has used money previously paid on account of the Contract Sun. § 3.6.33 The Architect 'shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or,. in the absence of an approved submittal schedule, with reasonable promptness while allowing'sufficient time in the Architect's professional judgment to permit adequate review. '§ 3.6.4.2 In accordance with the.Arclitect-approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the.Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for theIimited 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 attd completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions.or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's -approval of a specific.item shall not indicate approval of an assembly of which the.item is a component. § 3.6.4.3 If the Contract Documents I pecifically require the Contractor to provide professional design services or certifications by a design professional related to systems; materials or equipment, the Architect shall specify the .appropriate performance and design criteria that such services mustsatisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor AIA Document B101 TW - 2007 (formerly B151," —1997). Copyright ®1974, 1978; 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: Thde Ale D`acument le protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrlbutlon of 'this AIAe-Document, or any portion of it, may result in severe civil and criminal ponelties, and will be prosecuted to the maximum extent possible under the.law. This documeril was produced by AIA software at 12:13:19 on 06/06/2014 under Order No.3148679680_1 which expires on 07/09/2014, and is not for resale. User Notes: (1467050841) Init. 1 that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. TheArchitect shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the' specific Drawings or Specifications.in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise -with reasonable promptness. if appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications iii response to requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 CHANGES IN THE WORK § 3.6.5.1 The' Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustmentin the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owner'sapproval and execution in accordance with the Contract Documents. § 3.6.5.2 The. Architect:shall maintain records relative to changes in the Work. § 3.6.6 PROJECT COMPLETION § 3.6.6.1 The Architect shall conduct inspections tb determine the date or dates of Stibstantial 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 bythe Contractor; and issuea final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 \Vhen the Work is found to be substantially complete, the Architect shall inform the Owner about the balance Odle Contract Sum remaining to be paid the Contractor, including the.amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner. against liens; and (3) any other documentation.required of the Contractor under the Contract Documents. § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated as the Architect's responsibility below and'the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services 1he.Aichitect shall provide in the second column ordure table below. In the third column indicate whether the service description.is located in Section 4.2 or in armattached exhibit. /fin an exhibit, identj' the exhibit.) AIA Document B101," — 2007 formerly B1611" — 1997), Copyright B 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties.. Unauthorized reproduction or distribution of 7 thisAlA° Document, or any portion Olt, may result in severe civil and crlminalpenatties, and witibe prosecuted Who maximum extent possible under the law. This document was produced by AIA software at 12:13:19 on 06/06/2014 under Order No.3148679680 1 which expires on 0710912014, and is not for resale. User Notes: (1467050841) init. Additional Services Responsibility (Architect, Owner or Not Provided) Location of Service.Description (Section 4.2 below or in an exhibit attached to this document and identified below) Structural Engineering, if required A Mechanical Engineering, if required A Electrical Engineering, if required A Civil Engineering, if required A Hazardous Materials Assessment and documents, if required A (Rowes deleted) (Row deleted) (Row deleted) (Row deleted) 1 § 4.2 N/A § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the.fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 1.1.3 and an appropriate adjtistment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following -Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the.facts and circumstances -giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization. .1 Services necessitated bya change in the Initial Information, previous instructions.or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as' unique -system designs, in-depth material research, energy modeling, or LEED© certification; AIA Document 8101T" — 2007 (formerly B161T" —1997). Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document isprotectedby U.S: Copyright Law and International Treaties. Unauthorized reproduction of distribution of this AIAe Document, or any,portion of 11, may result in severe civItand criminal penalties, and will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 12:13:19 on 06/06/2014 under Ordei No.3148679680_1 which expires on 07/09/2014, and Is not for resale, User Notes: (1467050841) Init. .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered ina timely manner or any other failure of performance on the part of the Owner or the Owner's consultants.or contractors; .5 Preparing digital data for transmission to the Owner's consultants and. contractors, or to otherOwner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, sleeting or hearing; .8 Preparation for,.and attendance at a dispute resolution proceeding -or legal proceeding, except -where the Architect is party thereto; .9 Evaluation of the qualifications of bidders or persons providing proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .11 Assistance to the initial Decision Maker, if other than the Architect. § 4.3.2 (Par•agraphs deleted) N/A § 4.3.3 (Paragraphs deleted) N/A § 4.3.4 lithe services covered by this Agreement have not been completed within Twelve (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 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 fiirnish 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 iin.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 identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittalsin a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall ftirnish surveys to describe physical characteristics„legal limitations and utility locations for the site of the Project, and a written legal description 'of the site. The surveys and legal information shall include, as applicable,. grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments; zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning.available utility services and lines, both public and private, above•and below grade, including inverts and depths. ,All the information on the survey shall be referenced to a Project benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil'bearing values, percolation tests, evaluations of hazardous materials, seisiinic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipaling'subsoil conditions, with written reports and appropriate recommendations. AiA Document 13101T", 2007 formerly B1511"..- 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute or Architects. All rights reserved. WARNING: This AMA Document is protected by U.S. Copyright Law and-InternattonatTreaties. Unauthorized reproduction or distribution of this AIA Document; or any portion of It, may resultin severe civil and citinlriatpenalttes, and will be prosecuted to the maximum extent possible upper the law. This document was produced by AIA software at 12:13:19 on 06/06/2014 under Order No.3148679680_1 which expires on 07/09/2014, and is not for resale. User Notes: (1467050841) Init. § 5.6 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 fitrnish copies -of the scope of services.in the contracts between the Owner and theOwner's consultants: The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect regttests such services and demonstrates that they pre reasonably required by the scope of the Project. The Owner shall requirethat its consultants maintain professional liability insurance as appropriate to the services provided. § 5.7 The Owner shall furnish tests,, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that May be reasonably necessary at any tithe for the.Project to meet the Owner's needs and interests. § 5.9 The Owner shall provide prompt written notice 'to the Architect lithe Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's instruments of Service. § 5.10 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising otit of or relating to the Contract Documents. The Owner shall promptly notify the Architect of any direct communications That may affect -the Architect's services. § 5.11 Before executing the Contract for Construction, the Owner shall coordinate the.Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner andContractor, including the General Conditions of the Contract for Construction. § 5.12 The Owner shall provide the Architect access. to the Project site prior to commencement of the Work andshall 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, also known as the Estimate of Probable Construction Cost, 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. These costs, plus the Cost of the.\Vork, shall be known as the Project Cost. § 6.2 The Owner's budget for the Cost of the Work shall be provided to the Architect, 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 net- the orthe 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 will not vary fi-ont the Owner's budget for the Cost (Attic Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect.. § 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to makereasonable adjustinents in the program and scope of the Project; and to include in the Contract Docuinents alternate bids as may be necessary to adjust the estimated Costof the Work to meet the Owner's budget for the Cost of the Work. The Architect's estimate of the Cost of the Work shall be based on current area, volunteer similar conceptual estimating techniques. If the Owner requests detailed cost estimating services, the.Architect shall provide, such services as an Additional Service under Article 4. § 6.4 lithe Bidding or Negotiation,Phase has not commenced within 90 days after the Architect submits the Construction Documents to the O+wier, 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 levet of prices in the applicable construction market. AIA Document 81011" —2007 (formerly B161 TM —1997). Copyright ©1974, 1978, 1987. 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S: Copyright Law and International Treaties. Unauthorized reproduction or distribution of thls MAC Document; or any, portion of It may resuttIn severe civil and criminal penalties, and wiltbe prosecuted to the maximum extent possible under ' the taw. This document was produced'by AIA software at 12:13:19 on 06/06/2014 under Order No.3148679680_1 which expires on 07/09/2014, and is not for resale. User Notes: (1467050841) Init. § 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 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 oldie Work; .2 authorize rebidding or renegotiating of the Project within4a 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. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect, without additional compensation, shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.64. The Architect's modification of the Constrtiction Documents shall be the limit of the Architect's responsibility under this Article 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 transinit Instruments of Service or any other information or docuinentation;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 andSpecifications, and shall' retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of lnstrtiinents 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 Ownera nonexclusive license to use the Architect's instruments of Service.solely and exclusively for purposes of constructing, using, iilaiiltaining; altering and adding.to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all.suins when due, snider this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted raider this section permits the Omer 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 construction for the Project. If the Architect rightfillly 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 the author of the Instruments of - Service, the Ownerreleasesthe Architect and Architect's consultant(s) from alt. claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold.haniiless the Architect and its consultants.from alt 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 underSection 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole riskand without liability to the Architect and the Architect's consultants. AIA Document 13101T",—,2007 vformerty 8161 "' — 1987). Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AM Document Is protected by U.S: Copyright law and International Treaties. Unauthorized reproductton,or distribution of this AIA5 Document; orany,portidn df it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent posslbie under the law. This document was produced by AIA software at 12:13:19'on 06/06/2014 under Order No.3148679680_1 which expires on 07/09/2014; and is not for resale. User Notes: (1467050841) Init. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 GENERAL § 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in .any case.not more than 2 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims andcauses of.action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the -Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the.proceeds ofsuch insurance as set forth in AIA Document A201-2007, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, .agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising - out of or relating to this Agreement. This mutual waiver is applicable,. without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section,9.7. § 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 The Owner and Architect shall endeavor t� resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be'administered by the American Arbitration Association in accordance with its Construction Industry. Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing,delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made coticurrently with the filing of a complaint or other appropriate'deinand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties maynonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable,as settlement agreements in any court -having jurisdiction thereof. § 8.2.4 1 f 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 bar. lithe Owner and Architect do not select a method of binding dispute resolution below, or do not subsequently agree in writing to bindingdispute resolution method other than litigation, the dispute hill be resolved.in a court of competent jurisdiction.) [ X ] Arbitration pursuant to Section 8.3 of this Agreement [ ] Litigation in,a cotirt of competent jurisdiction [ ] Other (Specify) § 8.3 ARBITRATION § 8.3.1 lithe 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 AIA Document 8101 TM —2007 formerly 8151 T!' —1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.B. Copyright taw and International•Treaties. Unauthorized reproduction or distribution of this AIA° Document; or any portion of it; may result in severe civii;and criminal penalties, and will be prosecuted to the maximum extent, possible under the taw. This document was produced by AIA software at 12:13:19 on 06106/2014 under Order No.3148679680_1 which expires on 07109/2014, and is not for resale. User Notes: (1467050841) Inst. the American Arbitration Association in accordance with its Construction Industry.Arbitration Rules in effect on the date of this Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the arbitration. .§ 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 bythe arbitrators) shall be final, and judgment may be 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 (I) 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 Ohm 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 partyto 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 lithe Owner fails to slake 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 underthis Agreement. Vale 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-shallhave 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 attic Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 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 Olvner's convenience and without cause. AIA Document 8101 r" — 2007 tomierly 8151 —1997). Copyright e 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproductton•or distribution of 13 this A,Ae Docuent;"or any portion of It, may result'in severe civil and,criinlnal penalties, and will be prosecuted to the maximum extent possibie;under , the law. Thls dmocument was produced by AIA software at 12:13:19 on 06/06/2014 under Order No.3148679680_1 which expires on 0710912014, and Is not for resale. User Notes: (1467050841) Init. § 9.6 -in the event of termination not the fault of the Architect, the Architect shall be compensated for services perforated prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in. Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreernent are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located,.exceptthat if the parties have.selected arbitration as the method of binding dispute resolution, the Federal Arbitration MI shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same.meaning as those in AiA Document A201-2007, General Conditions of the Contract for Construction. § 10.3 The Otmer and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign thisAgreement without the written consent of the other, except that theiOwter 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, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. Ville Owner requests the Architect to execute consents reasonably required to facilitate assigmnent to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party.against either the Owner or Architect. § 10.6 Unless,otherwise required inithis Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances .in any form at the Project site. § 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 inaterials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writingof the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 10.8 lithe Architect or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receivingparty shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's_ Basic Services described under Article 3, the Olnter shall compensate the Architect as follows: (hfsert amount of, or basis for, compensation) AIA Document B101 T" — 2007 (formerly B161 T" -1997). Copyright el 1974, 1978, 1987, 1997 and 2007by The American Institule.ot Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any.porllon of It, may'result In severe civil and crimtnal'penatties, and will tie prosectded to the maximum extent possible under .the law. This document was produced by AIA software at 12:13:19 on 06/06/2014 under Order No.3148679680_1 which expires:on 07/09/2014, and is not to; resale. User Notes: (1467050841) Init. Fee for the work shall be performed on a time and expense basis, not to exceed Twelve Thousand and no/100 dollars ($ 12,000.00) without prior written authorization. Not included in the fee are services by structural, mechanical, electrical or hazardous materials consultants, Reimbursable expenses- in excess of the basic services fee include printing of Contract Documents; and would be charged at one and.one-tenth.(1.1) times actual invoice. § 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. lfnecesscay, list specific services to which particular nrethocls.oll compensation apply.) Additional Services shall be computed on.a time and expense basis. Reimbursable Expenses shall be charged at 1.1 times.actual invoice. § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Architect as follows: (Insert amount of or.basis for, compensation.) Additional Services shall be computed on a time and expense basis. Reimbursable'Expenses shall be:charged at 1.1 times actual invoice. § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 1 L2 or 11.3, shall be the.amount invoiced to the Architect plus ten percent (10 %),. § 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: N/A Schematic Design Phase Design Development Phase Construction Documents Phase Bidding or Negotiation Phase Construction Phase percent ( %) percent ( %) percent ( %) percent ( %) percent ( %) Total Basic Compensation one hundred percent ( 100 %) § 11.6 When compensation is based on a percentage oftlte Cost of the Work and any portions oldie 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 oldie Architectand the Architect's consultants, ifany, are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review,practices. (If applicable, attach ern exhibit of hourly billing rales or insert them below) Architect's.P,rincipals: 5120.00 per hour. Employee or Category Rate N/A AIA Document 13101T" — 2007 (formerly B151 T" — 1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Inslilute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproducilon or distribution of this AIAO Document, or any.portion of it, may result In severe civic and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA "software at 12:13:19 on 06/06/2014 under Order No.3148679680_1 which expires on 07/09/2014. and is not for resale. User Notes: (1467050841) Init. § 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 bythe Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence. For purposes of this section, the City of Yakima shall be considered the home site of Architect and Architect's consultants, and reimbursable expenses shall be liniited to those expenses incurred in authorized travel starting from the City of Yakima to.a location more than forty (40) miles out-of-town, and return trip. Reimbursable Expenses for transportation and out-of-town travel and siibsistence shall not include transportation, out-of-town travel or subsistence to and from Architect's principal business offices on Lopez'lsland. .2 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; Postage, handling and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, models, Mock-ups, professional photography, and presentation materials requested bythe Owner; .8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests Stich insurance in excess of that normally carried by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; ,and .11 Other similar Project -related expenditures. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus ten percent (10 %) of the expenses incurred. § 11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE !Nile Owner terminates the Architect for its convenience under Section 9.5, or theArchitect 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: $ 1000:00 § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of zero dollars ($ 0 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account 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 thirty ( 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 tinle'to time at the principal place of business of the Architect. (/nsert rale of monthly or annual inleresi agreed upon.) one and one-half % 1.5 percent per month. § 11.10.3 The Owner shall not withhold amounts from the Architect's.compensation to impose a penalty or liquidated damages on the Architect, onto offset sums requested by or paid to contractors for the cost of changes in the Work unless the:Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services; and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: AIA Document B101T" — 2007 Vormerly B161T" —1997). Copyright® 1974. 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA. Document Is protected by WS. Cdpyrfght Law,arid International:Treaties. unauthorized reproductldn or distilbution of 16 this,AlAe Document, or any portion of It, mayresult in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under .t#ie law. This document was produced by AIA software at 11:22:46 on 06111/2014 under Order No.3148679680_1 Which expires on 07l09120147`and is not for resale. User Notes: (1165453686) Init. 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 Omer and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B101TM_2007, Standard Form Agreement Between Owner and Architect .3 Other documents: (List other documents, if any, including Exhibit A, /nitial Information, and additional scopes of service, if any, forming part of the Agreement.) None This Agreement ente ed into of they ay and year first written above. (Printed name url title) CITY CONTRAc r NO: 0 -1 / 4 RESOLUTION NO: ki/H 4 -et, o et?vt}G/L °/`-("0zv ARCH TECT i gjit "e) Lois A. Wardell, AiA, President (Printed none and title) AiA Document 8101 r" - 2007 (formerly B161" —1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of:Architects. All rights reserved. WARNING: This AtA Docurnent is protected by U.S: Copy'iight taw and lutefaationat Tisanes. Unauthorized' reproduction or distribution of this A)Ar' Document,-orany,portion of it, may result in severe civil and'crimtnaf penalties, and will be prosecuted to the maximum extent possible under , the law. This document was produced by AIA software at 11:22:46 on 06/11/2014 under Order No.3148679680_1 which expires on 07109/2014, and is not for resale. User Notes: (1165453686) Contract Supplemental Agreement Supplemental Agreement Number: 1 Organization and Address: City of Yakima, 129 N 2nd Street, Yakima, WA 98901 Original Contract Number: 2014-116 Execution Date of Supplement: September 6, 2016 City Engineering Project Number: 2399 Completion Date of Supplement: June 30, 2017 Project Title: Yakima Police Athletic League Building Renovations Maximum Amount Payable this Supplement: $23,000 Maximum Total Amount Payable for the Agreement: $35,000 Section 1: Supplemental Agreement The City of Yakima, Washington desires to supplement the contract agreement entered into with Wardell Architects, and executed on February 10, 2014 and identified as Contract 2014-116. All provisions in the basic contract remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 2: Scope of Services The additional task to be performed as part of this Supplemental Contract is to provide design, construction documents, bidding assistance and construction administration services to remodel the YPAL building to provide two new unisex restrooms, as well as, updating the existing restrooms. Section 5: Compensation Payment for this supplemented work will, as shown on Exhibit A is not to exceed $23,000, bringing the total amount of the Agreement to $35,000. If you concur with thiupplement and agree to the changes as stated above, please sign the appropriate spaces below and rturn to this office for final action. By: i 1-o/a ,4 GO4n De -cc ,)'/Es/De-Ai/— Consultant Signature G A42 -0 L ,4-12cNrrec75/717.5. By: City Manager Se- p -f- l 5, DO( to Date CITY CONTRACT NO: r //6, A14.70 -Wel, RESOLUTION NO: /4 ARCHITECT July 25, 2016 Richard Wonner 2301 Fruitvale Blvd Yakima, WA 98902 EXHIBIT A Re: YPAL Building Renovations Phase 3 Project No. 1052.28 Dear Richard As we discussed at our meeting last Wednesday, the following is the Project Budget we have put together for the Phase 3 renovations, as well as our rationale for the restroom renovation scope. In our meeting we discussed the pros and cons of doing an abbreviated scope, of only a new men's and women's restroom, and decided that it would be far more logical to include two single use unisex restrooms as well. Updating the restrooms is needed as the finishes are worn out, the present women's room is located at the extreme east end of the building, and the two single use restrooms do not meet present accessibility requirements. Since this is probably the most disruptive phase of the proposed renovations, it makes good sense to do all the work at one time. The result will be new, better functioning restrooms which will be easier to maintain, and will also provide two unisex restrooms which can address the need for a dedicated staff restroom (one of the two) and the need to address the transgender issue and at the same time providing a restroom which can be "family friendly". Our revised estimate for the Total Probable Project Cost is as follows: Construction Cost Washington State Sales Tax @ 8.2% NE fees City Plan Check/Permit Fees Construction Contingency Total Probable Project Cost $ 152,940 12,540 23,000 1,753 17,767 $ 208,000 (approximately 10.75% of probable construction cost + sales tax) Anticipated schedule for the project is to do design and contract documents this summer/fall, bid the project in November and award in December. Funding for the design/CD/bidding would come from available funds in hand, with the remainder of the costs coming from the anticipated $100,000 which will become available in January of 2017, per the City of Yakima/Washington Fruit Company agreement. S' cerel ois A. Wardell, AIA President cc via email: Randy Pitney 4213 Port St<nilf y l ad 0 t..opnx lsl.and,'..f'UA 1-1)8261 360 468.2(72 0 50!1..453.369 Contract Supplemental Agreement Supplemental Agreement Number: Organization and Address: City of Yakima, 129 N 2nd Street, Yakima, WA 98901 Original Contract Number: 2014-116 Execution Date of Supplement: September 6, 2016 City Engineering Project Number: 2399 Completion Date of Supplement: December 31, 2017 Project Title: Yakima Police Athletic League Building Renovations Maximum Amount Payable this Supplement: $1,200 Maximum Total Amount Payable for the Agreement: $36,200 Section 1: Supplemental Agreement The City of Yakima, Washington desires to execute supplement number 2 of the contract agreement entered into with Wardell Architects, and executed on February 10, 2014 and identified as Contract 2014- 116. All provisions in the basic contract remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 2: Scope of Services The additional task to be performed as part of this Supplemental Contract is to cover additional costs as a result of the City's decision to suspend the bid process in February and re -bid in April. Section 5: Compensation Payment for this supplemented work will, as shown total amount of the Agreement to $36,200. If you concur with this supplement and agree to the spaces below and return to this office for final action / By: GOARV ELL , f-3ze IDES Consultant'Signatu re cv4rZnAlf2cHi7 e—T- 5. on Exhibit A is not to exceed $1,200, bringing the changes as stated above, please sign the appropriate City Manager Date CITY CONTRACT NO: RESOLUTION NO: 12 /