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HomeMy WebLinkAboutInvision PSA 100 E 4th renovation - 1.21.2025Init. AI° Document B101° - 2017 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Twentieth day of January in the year Two Thousand Twenty-five (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) City of Waterloo 715 Mulberry St. Waterloo, IA 50703 and the Architect: (Name, legal status, address and other information) INVISION Architecture, LLC 360 Westfield Ave Suite 401 Waterloo, IA 50701 Telephone Number: 319-233-8419 for the following Project: (Name, location and detailed description) 24102 City Hall 2025 100 E 4th St. Waterloo, IA 50703 Renovation of three floors of the existing building at 100 E. 4th St. in Waterloo to serve as Waterloo City Hall. This includes Architectural and Mechanical/Electrical/Plumbing/Technology Engineering design for the 48,000 square foot structure. The Owner and Architect agree as follows. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND 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 in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project: (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) Space program developed as part of the Test Fit project, and will be updated and finalized as part of this work. § 1.1.2 The Project's physical characteristics: (Identf or describe pertinent information about the Project's physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.) Not applicable § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) Estimated construction cost $5,500,000. There are many unknowns in the establishment of this budget and therefore costs will change as the project moves forward. § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. Schematic Design complete by approximately January 28, 2025 Design Development complete by approximately March 25, 2025 Construction Documents complete by approximately May 13, 2025 Bidding and Negotiations complete by approximately June 10, 2025 .2 Construction commencement date: Approximately June 2025 .3 Substantial Completion date or dates: Approximately January 2026 .4 Other milestone dates: § 1.1.5 The Owner intends the following procurement and delivery method for the Project: (Identi method such as competitive bid or negotiated contract, as well as any requirements for accelerated or fast -track design and construction, multiple bid packages, or phased construction.) Publicly Bid, Single Prime Contract delivered via General Contractor, Stipulated Sum. Project will be delivered in one bid package. § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Identibi and describe the Owner's Sustainable Objective for the Project, if any) Not applicable § 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete and incorporate AIA Document E204Tm-2017, Sustainable Projects Exhibit, into this Agreement to define the terms, conditions and services related to the Owner's Sustainable Objective. If E204-2017 is incorporated into this agreement, the Owner and Architect shall incorporate the completed E204-2017 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 The Owner identifies the following representative in accordance with Section 5.3: (List name, address, and other contact information.) Greg Ahlhelm 715 Mulberry St. Waterloo, IA 50703 Telephone Number: 319 -291-4319 Email Address: § 1.1.8 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's submittals to the Owner are as follows: (List name, address, and other contact information.) Not applicable § 1.1.9 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) .1 Geotechnical Engineer: Not applicable AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. .2 Civil Engineer: Not applicable .3 Other, if any: (List any other consultants and contractors retained by the Owner.) INVISION acknowledges the City may engage a Furniture Vendor with whom we will need to coordinate. This coordination is not included in our current fee and may result in additional service charges. § 1.1.10 The Architect identifies the following representative in accordance with Section 2.3: (List name, address, and other contact information.) Kindra Christensen, IIDA 1NVISION Architecture, LLC 360 Westfield Ave Suite 401 Waterloo, IA 50701 319.433.3807 w1319.404.3431 m Email Address: kindrac@invisionarch.com § 1.1.11 The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.11.2: (List name, legal status, address, and other contact information.) § 1.1.11.1 Consultants retained under Basic Services: .1 Structural Engineer: As needed .2 Mechanical Engineer: MODUS Engineering 214 East 4th Street Waterloo, IA 50703 .3 Electrical Engineer: MODUS Engineering 214 East 4th Street Waterloo, IA 50703 § 1.1.11.2 Consultants retained under Supplemental Services: Not applicable § 1.1.12 Other Initial Information on which the Agreement is based: Not applicable § 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the Architect's services, schedule for the Architect's services, and the Architect's compensation. The Owner shall adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 1.3 The parties shall agree upon written protocols governing the transmission and use of, and reliance on, of Instruments of Service or any other information or documentation in digital form. § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols governing the use of, and reliance on, the information contained in the model shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. § 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 until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 11.9. § 2.5.1 Commercial General Liability with policy limits of not less than Two Million ($ 2,000,000 ) for each occurrence and Four Million ($ 4,000,000 ) in the aggregate for bodily injury and property damage. § 2.5.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Architect with policy limits of not less than Two Million ($ 2,000,000 ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. § 2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.5.1 and 2.5.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.5.4 Workers' Compensation at statutory limits. § 2.5.5 Employers' Liability with policy limits not less than One Million ($ 1,000,000 ) each accident, One Million ($ 1,000,000 ) each employee, and One Million ($ 1,000,000 ) policy limit. § 2.5.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than Three Million ($ 3,000,000 ) per claim and Five Million ($ 5,000,000 ) in the aggregate. § 2.5.7 Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella policies polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect's negligent acts or omissions. The AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.5. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in this Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3.1.1 The Architect shall manage the Architect's services, research applicable design criteria, attend Project meetings, communicate with members of the Project team, and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission, or inconsistency in such services or information. § 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 construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner's acceptance of non -conforming Work, made or given without the Architect's written approval. § 3.1.5 The Architect shall contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project. The Architect shall respond to applicable design requirements imposed by those authorities and entities. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, the proposed procurement and delivery method, and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, for the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider sustainable design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1.1. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule, and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 3.3 Design Development Phase Services § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish, in general, their quality levels. § 3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that, in order to perform 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 the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) procurement information that describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications, and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 3.4.5 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. § 3.5 Procurement Phase Services § 3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction. § 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 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre -bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and, .4 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 If the Bidding Documents permit substitutions, upon the Owner's written authorization, the Architect s as an Additional Service, shall consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective bidders. § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by: .1 facilitating the distribution of Proposal Documents for distribution to prospective contractors and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective contractors; .3 preparing responses to questions from prospective contractors and providing clarifications and interpretations of the Proposal Documents to the prospective contractors in the form of addenda; and, .1 participating in negotiations with prospective contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner. § 3.5.3.3 If the Proposal Documents permit substitutions, upon the Owner's written authorization, the Architect shall, as an Additional Service, consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3.6 Construction Phase Services § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201 Tm-2017, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201-2017, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 3.6.1.3 Subject to Section 4.2 and except as provided in Section 3.6.6.5, 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. § 3.6.2 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 4.2.3, 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 inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by 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 AIA Document A201-2017, the Architect shall render initial decisions on 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, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 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 of the schedule. 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 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 construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials, or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional, provided the submittals bear such professional's seal and signature when submitted to the Architect. The Architect's review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to Section 4.2, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth, in the Contract Documents, the requirements for requests for information. 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 in response to the 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 order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to Section 4.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion § 3.6.6.1 The Architect shall: .1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; .2 issue Certificates of Substantial Completion; .3 forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and received from the Contractor; and, .4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the Architect's knowledge, information, and belief, the Work complies with the requirements of the Contract Documents. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 10 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 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 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. § 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 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Supplemental Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) Supplemental Services Responsibility (Architect, Owner, or not provided) § 4.1.1.1 Programming Not applicable § 4.1.1.2 Multiple preliminary designs Not applicable § 4.1.1.3 Measured drawings Not applicable § 4.1.1.4 Existing facilities surveys Not applicable § 4.1.1.5 Site evaluation and planning Not applicable § 4.1.1.6 Building Information Model management responsibilities Not applicable § 4.1.1.7 Development of Building Information Models for post construction use Not applicable § 4.1.1.8 Civil engineering Not applicable § 4.1.1.9 Landscape design Not applicable § 4.1.1.10 Architectural interior design Not applicable § 4.1.1.11 Value analysis Not applicable § 4.1.1.12 Detailed cost estimating beyond that required in Section 6.3 Not applicable § 4.1.1.13 On -site project representation Not applicable § 4.1.1.14 Conformed documents for construction Provided by Architect under basic services § 4.1.1.15 As -designed record drawings Not applicable § 4.1.1.16 As -constructed record drawings Not applicable § 4.1.1.17 Post -occupancy evaluation Not applicable § 4.1.1.18 Facility support services Not applicable AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 11 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. Supplemental Services Responsibility (Architect, Owner, or not provided) § 4.1.1.19 Tenant -related services Not applicable § 4.1.1.20 Architect's coordination of the Owner's consultants Not applicable § 4.1.1.21 Telecommunications/data design Provided by Architect under basic services § 4.1.1.22 Security evaluation and planning Not applicable § 4.1.1.23 Commissioning Not applicable § 4.1.1.24 Sustainable Project Services pursuant to Section 4.1.3 Not applicable § 4.1.1.25 Fast -track design services Not applicable § 4.1.1.26 Multiple bid packages Not applicable § 4.1.1.27 Historic preservation Not applicable § 4.1.1.28 Furniture, furnishi gs, and equipment desk Not applicable § 4.1.1.29 Other services provided by specialty Consultants Not applicable § 4.1.1.30 Other Supplemental Services Not applicable § 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided below. (Describe in detail the Architect's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit. The AIA publishes a number of Standard Form of Architect's Services documents that can be included as an exhibit to describe the Architect's Supplemental Services.) Not applicable. Services listed in 4.1.1 are included in Basic Services. § 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided below. (Describe in detail the Owner's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identf the exhibit.) Not applicable § 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental Service, the Sustainability Services required in AIA Document E204TM-2017, Sustainable Projects Exhibit, attached to this Agreement. The Owner shall compensate the Architect as provided in Section 11.2. § 4.2 Architect's Additional Services The Architect may provide Additional Services 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 and an appropriate adjustment in the Architect's schedule. § 4.2.1 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 Additional Services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or editing previously prepared Instruments of Service; .3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital models or other design documentation for transmission to the Owner's consultants and contractors, or to other Owner -authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; .8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of entities providing bids or 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. § 4.2.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Architect's notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Architect of the Owner's determination. The Owner shall compensate the Architect for the services provided prior to the Architect's receipt of the Owner's notice. .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule approved by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner -provided information, Contractor -prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; or, .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom. § 4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 Two ( 2 ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Ten ( 10 ) visits to the site by the Architect during construction .3 One ( 1) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 One ( 1) inspections for any portion of the Work to determine final completion. § 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in Section 4.2.3, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion of the Work or (2) the initial date of Substantial Completion identified in the agreement between the Owner and Contractor, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. § 4.2.5 If the services covered by this Agreement have not been completed within ( ) months of the date of this Agreement, by February 28, 2026, 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. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 13 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 5.2 The Owner shall establish 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. The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion. 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 submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other 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 test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1. § 5.7 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E204TM_2017, Sustainable Projects Exhibit, attached to this Agreement. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated as the responsibility of the Architect in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.9 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. § 5.10 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. § 5.11 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 inconsistencies in the Architect's Instruments of Service. § 5.12 The Owner shall include the Architect in all communications with the Contractor that relate to or affect the Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. § 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 14 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 5.14 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. § 5.15 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. 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 also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights -of -way, financing, or 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 shall 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, and 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. § 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 recommend reasonable adjustments in the program and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requires a detailed estimate of the Cost of the Work, the Architect shall provide such an estimate, if identified as the Architect's responsibility in Section 4.1.1, as a Supplemental Service. § 6.4 If, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, 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 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. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect 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 6.6.1. If the Owner requires the Architect to modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner's budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate, the Owner shall compensate the Architect for the modifications as an Additional Service pursuant to Section 11.3; otherwise the Architect's services for modifying the Construction Documents shall be without additional compensation. In any AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 15 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. event, the Architect's modification of the Construction 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. § 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 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 fully performs its obligations under this Agreement, including prompt timely and full payment of all sums due pursuant to Article 9 and Article 11. 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 suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the 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 authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. § 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2017, 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. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 16 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 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 to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless 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 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.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ X ] Litigation in a court of competent jurisdictionjurisdiction, with the trial being heard by a judge, without a jury. All Parties voluntarily and knowingly waive their rights to a trial by jury in action relating to this Agreement and Project. [ ] Other: (Specify) If the Owner and Architect do not select a method of binding dispute resolution, 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. 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 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. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 17 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. 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 be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 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). 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. § 8.4 The provisions of this Article 8 shall survive the termination of 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 Owner shall pay the Architect 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 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 Owner's convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect's termination of consultant agreements. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 18 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee) .1 Termination Fee: Not applicable .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: Not applicable § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. § 9.9 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 9.7. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. 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 A201-2017, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this 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, including any payments due to the Architect by the Owner prior to the assignment. § 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. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 19 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 10.8 If the Architect or Owner receives information specifically designated as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement. § 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days' notice to the other party, when required by law, arbitrator's order, or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: .1 Stipulated Sum (Insert amount) Lump sum fee $420,000 .2 Percentage Basis (Insert percentage value) ( ) % of the Owner's budget for the Cost of the Work, as calculated in accordance with Section 11.6. .3 Other (Describe the method of compensation) § 11.2 For the Architect's Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3, 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.) Not applicable § 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.) To be negotiated when service is requested. Fee will be hourly not to exceed or lump sum amount depending on the scope of the added work. § 11.4 Compensation for Supplemental and 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 ten percent (10 %), or as follows: (Insert amount of or basis for computing, Architect 's consultants' compensation for Supplemental or Additional Services.) AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 20 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of compensation for each phase of services shall be as follows: Schematic Design Phase Twenty percent ( 20 %) Design Development Phase Twenty-five percent ( 25 %) Construction Documents Twenty-five percent ( 25 %) Phase Procurement Phase Five percent ( 5 %) Construction Phase Twenty-five percent ( 25 %) Total Basic Compensation one hundred percent ( 100 %) § 11.6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work. § 11.6.1 When compensation is on a percentage basis 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. 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 are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Exhibit A Employee or Category Rate ($0.00) § 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized Authorized out-of-town travel and subsistence; .2 Long distance services, dedicated Dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, and standard form documents; .5 Postage, handling, and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; .8 If required by the Owner, and with the Owner's prior written approval, the Architect's consultants' expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; .11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and, .12 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 percent ( %) of the expenses incurred., AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 21 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. § 11.9 Architect's Insurance. If the types and limits of coverage required in Section 2.5 are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in Section 2.5, and for which the Owner shall reimburse the Architect.) § 11.10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of Zero ($ 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. § 11.10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of ($ ) shall be made upon execution of this Agreement for registration fees and other fees payable to the Certifying Authority and necessary to achieve the Sustainability Certification. The Architect's payments to the Certifying Authority shall be credited to the Owner's account at the time the expense is incurred. § 11.10.2 Progress Payments § 11.10.2.1 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 time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) 1 % per month § 11.10.2.2 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work, unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and 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: (Include other terms and conditions applicable to this Agreement.) 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 the Owner and Architect. § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B101TM_2017, Standard Form Agreement Between Owner and Architect .2 Building Information Modeling Exhibit, if completed: .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) [ ] AIA Document E204T" —2017, Sustainable Projects Exhibit, dated as indicated below: (Insert the date of the E204-2017 incorporated into this agreement.) AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 22 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Init. Other Exhibits incorporated into this Agreement: (Clearly identf any other exhibits incorporated into this Agreement, including any exhibits and scopes of services identified as exhibits in Section 4.1.2) Exhibit A — Hourly Billing Rates Exhibit B — Design Services Proposal Letter dated November 14 2024 Exhibit C — Certificate of General Liability Insurance Exhibit D — Certificate of Professional Liability Insurance .4 Other documents: (List other documents, if any, forming part of the Agreement.) Not applicable This Agreement entered into as of the day and year first written above. 62aerturt 9Crt OWNER (Signature) Quentin Hart, Mayor 41,A4 ARCHITECT (Sig Kathryn A. Payne, AIA, Principal (Printed name and title) (Printed name, title, and license number, if required) AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 23 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Certification of Document's Authenticity AIA® Document D401 TM — 2003 I, Kate Payne, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 15:30:28 CT on 01/15/2025 under Order No. 3104238829 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document B 101TM - 2017, Standard Form of Agreement Between Owner and Architect,other than changes shown in the attached final document by underscoring added text and striking over deleted text. 26111/170\7, (Signed) XV!Y\G I. (Title) (Oh ICI 2)5 (Dated) AIA Document D401 — 2003. Copyright © 1992 and 2003. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:30:28 CT on 01/15/2025 under Order No.3104238829 which expires on 02/27/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1651322743) Exhibit A INVISION 2024-2025 HOURLY RATES SCHEDULE Effective 7/1/24 Partner Project Manager Project Architect Intern Architect Student Intern Interior Designer Medical Planner Education Planner Laboratory Planner QA/QC Cost Estimator Construction Administrator Specification Writer Graphic Designer Production (modeling, drafting) Administrative $375 $135 - $250 $110-$180 $85 - $110 $65 - $70 $75 - $170 $185 - $265 $185 - $265 $185 - $265 $115-$185 $80 - $125 $85 - $185 $135-$160 $80 - $150 $105 - $150 $75 - $165 Services provided on an hourly basis shall be performed in accordance with the Schedule of Hourly Rates in effect at the time of performance. This schedule is updated annually and will be adjusted with normal review practices. Exhibit B INVISION PLANNING I ARCHITECTURE I INTERIORS November 14, 2024 Greg Ahlhelm Building Official / Commercial Plans Examiner Waterloo Building Department 715 Mulberry Street, 20 Floor Waterloo, IA 50703 Grea.ahlhelm[ waterloo=ia.org Re: City Hall — Courier Building Renovations Greg: We are pleased to present this proposal for architectural design and engineering services for the renovation of the interior of the existing Courier Building on East 41 Street in Waterloo to serve as Waterloo City Hall. The design will be developed based on the test fit plans already provided. The following information includes full architectural services, led by INVISION to prepare a set of bidding documents based on your needs. We will work with you on phased delivery if that is necessary. PROJECT INFORMATION A. The scope of work includes remodeling the three floors of the existing Courier Building on E. 41h St. This includes Architectural and MEPT design for the 48,000sf structure. We have been working hourly to do test -fits based on program information provided by the City. A portion of that work will be applied to the Schematic Design Scope and credited to the overall design fee for the foil project. B. INVISION will work with two teams of City of Waterloo representatives. a. Police Department leadership for the Police area of the building b. Waterloo City Building Committee for the remainder of the building. C. Budget: a. An owner established budget has not been provided. b. INVISION provided a budget based on the scope of work identified during the test fits. The fees included in this proposal are based on this cost and scope defined in the test fits. i. Construction Budget: $5.5M ii. Soft Costs based on 25% of Construction Budget: $1.35M iii. Total Project Cost including construction contingency: $6.85M. c. There are many unknowns in the establishment of this budget and therefore costs will change as the project moves forward. D. Construction Delivery a. We understand that this project will be publicly bid with one bid package. E. Form of Contract: a. Basis of contract will likely be AIA B101 — 2019 Standard Form of Agreement Between Owner and Architect n© 501 SYCAMORE ST, SUITE 101, WATERLOO, IA 60703 303 WATSON POWELL JR. WAY. SUITE 200 ® PO BOX WOO. WATERLOO, IA 50704-1800 DES MOINES, IA 50309 (319) 233.8419 (515) 633.2941 (� �l PEOPLE. PROCESS. BALANCE. INVISIONARCH.COM Exhibit B INVISION F IANNINO I ARCIIIEEGIURE 1 INFERIORS SCOPE ASSUMPTIONS A. First Floor: a. Full gut and remodel of the majority of the space to house: i. Police Department ii. Clerk & Finance Offices (also test fit for Second Floor) b. Reconfiguration of the HVAC, Plumbing, IT, and Electrical systems to accommodate the selected plan c. Evaluation of exterior windows for added security needs. d. Determine any exterior improvements on the front and rear sides of building. B. Second Floor: a. Remodel of majority of the space to house: i. Cable & Cable Studio ii. City Council Chamber (also test fit for First floor). 1. IT space associated with Council Chamber iii. Clerks & Finance (also test fit for First Floor) iv. Building Maintenance Department v. Planning Department vi. Engineering Department vii. Mollenhoff Conference Room b. Reconfiguration of the HVAC, Plumbing, IT, and Electrical systems to accommodate the selected plan C. Third Floor: a. Remodel of majority of space to house: i. Mayor and City Attorney Suite ii. Housing Authority Department iii. Human Rights Department iv. Code Enforcement Department v. Human Resources Department vi. Information Technology Department vii. Community Development Department b. Reconfiguration of the HVAC, Plumbing, IT, and Electrical systems to accommodate the selected plan D. Building wide: a. DDC front end system b. Fire Alarm updates c. Emergency Generator PROJECT TEAM 1. INVISION Team will oversee the design of the project. Our team includes Jim Trunell, Kindra Christensen and support staff as needed. Kate Payne will provide project success oversight. 2. MECHANICAL, ELECTRICAL AND PLUMBING, and TECHNOLOGY ENGINEERING These services are included in the proposal 2 Exhibit B INVISION Pt AtIll111 i 1 ANCiIIYFEC1URF IFIf ENI I) 3. COST ESTIMATING This proposal includes a fee for INVISION to provide cost opinions as outlined below. If the City chooses to add a cost consultant, we will issue an Additional Services amendment as needed. 4. STRUCTURAL ENGINEERING We have included a small allowance in the proposal for miscellaneous Structural Engineering. 5. CIVIL ENGINEERING We have not included Civil Engineering in this proposal. 6. LANDSCAPE ARCHITECTURE We have not included a Landscape Architect in this proposal. 7. ENERGY MODELING We have not included this in the proposal. 8. SUSTAINABILITY We have not included this in the proposal. If the design develops a need for any additional consultants, we will review the options and costs with you and issue an amendment for the additional services. OVERALL SCHEDULE A. Project Schedule and Deliverables a, SD Phase — 6 Weeks i. Two meetings with the Police Department to finalize floor plan ii. Two meetings with Building Committee (needs definition) to finalize floor plan iii. SD Phase 100% drawing set and outline specification for approval iv. SD Phase project cost estimate b. DD Phase — 8 Weeks i. One meeting with each department. ii. Building Committee Progress Meeting iii. Interior finishes meetings iv. DD Phase 100% drawing set and DD Specification for approval 1. Printed Set will be provided. Billed as reimbursable c. CD Phase — 7 Weeks i. 50% CD Review Page Turn Meeting. 1. Printed set if requested. Billed as reimbursable. ii. 95% CD Page Turn Meeting iii. 100% Bid Set — drawings and specifications. 1. Printed set if requested. Billed as reimbursable. d, Bidding & Negotiations -- 4 Weeks i. Publish Bid Set for contractor bidding ii. Bid date TBD iii. Preparation of Construction Contract between Owner and Constructor. iv. City Council approval of bids e. CA Phase — 30 Weeks i. Start Construction 3 Exhibit B INVISION P1ANWW U I I ARCHITECTURE. I INTERIORS ii. Review shop drawings f. This timeframe produces bid results by mid -May 2025 assuming earlier schedule milestones are met. DELIVERABLES and SERVICES INCLUDED 1. Architectural, Mechanical, Electrical, and Technology engineering for scope outlined above, 2. Review and finalization of space program from Test Fit work. 3. Services: a. Architectural: Standard Architectural services to provide Design, Bidding, and Construction Administration services for the project. b. Mechanical, Electrical, Plumbing, and Technology engineering to provide Design, Bidding, and Construction Administration services for the project. c. Structural design as needed within a limited scope. No major structural changes are anticipated. d. Site verification of existing conditions. e. 2-4 Schematic design level interior renderings 4. Cost Evaluation a. Schematic Design level cost opinion. b. Design Development level cost opinion. c. Costs will not be included for design or construction of work outside the building. 5. Meetings as described in Schedule section of this letter. SERVICES EXCLUDED A. Services beyond the scope of this letter B. Furniture, Fixtures and other Equipment evaluation or design services a. We can provide a fee to evaluate the available furniture that exists in the building for City reuse. C. Slgnage design and specification D. Printing and other reimbursable costs E. Code Review. CLIENT RESPONSIBILITIES 1. Review and sign off on space program previously developed. 2. Supply existing building documentation 3. Participate in meetings outlined by Design Team to support design process 4. Establishment of Building Committee and timely participation for decision -making. 5. Plan review for code compliance 6. Sign off on each design phase. BASE SERVICE FEE A. We propose a lump sum fee of $420,000 for the entire project, SD thru CA phases. Each phase will be billed as a percentage of the lump sum amount. Schematic Design 20% Design Development 25% Construction Documents 25% Bidding & Negotiations 5% Construction Administration 25% 4 Exhibit B Meeting 2 Work Session — BUILDING 1 COMMITTEE o Project Schedule -Update 1.5 hours Dec. o Program Update o Process, o Floor Plan sign off o MEPT scope presentation o Program check o Proactive Approach -Budget Review, Bidding Schedule Review o Process- o Interior Finish review o Floor Plan sign off o Other pending decisions o MEPT scope and systems sign off o Bidding Schedule o SD sign off for pricing STRATEGY Meeting 3 Refine the Vision o Project Schedule -Update, Owner 2 hours February Coordination Items o Program Update o Pending Decisions o Systems & Detailing -Review Preliminary Details and System Overviews, Specification Review Items -Owner Standards o DD sign off IMPLEMENTATION Meeting 4 50% Document Page Turn o Project Documents review 1.5 hours March o Drawing page turn o Spec front end review IMPLEMENTATION Meeting 6 Final Document Page Turn o Project Documents review 1.5 hours April o Drawing page turn o Spec highlights IMPLEMENTATION Bidding and beyond o Pre -Bid meeting FYI only May thru January o Public Hearing — if needed o Public Bid Opening o Pre -Construction Meeting o Regularly scheduled Construction Meetings o Punch o Final Acceptance and Close out INVISION 0 2024 INVISIQN Exhibit B INVISION PLRNINU E ARCHITECTURE I INiER14RR B. The lump sum includes $7,000 credit for work completed to date on this project. C. Reimbursable expenses, as needed, will be invoiced at cost with no markup. CONCLUSION If this is acceptable, please return a signed copy of this letter to our office for our records. We will Then formalize with the AIA Agreement between Architect and Owner. Please contact me if you have any questions regarding the proposal at katep( invisionarch.com or (319) 433-3824. We appreciate this opportunity to work with you again! Sincerely, Kate Payne, AIA Managing Director Cc: Eric Ritland, ericrOinvisionarclt.com ; Lisa Chamberlain, jisacfdlinvisionarch.com Authorized By: Printed Name: Quetta/1 art`, Signature 12/2/2024 Date 5 Exhibit B PROJECT MEETING SCHEDULE PROJECT Waterloo City Hall Building PROJECT # 24102 Renovations OWNER City of Waterloo DATE November 14, 2024 PROCESS STEP MEETING DURATION DATE DISCOVERY Meeting 1 Work Session - POLICE o Introductions o Test Fit Recap o Program review o Plan review o Project Schedule o Process -Overview, Identify Next Steps o Proactive Approach -Set Meeting Dates Meeting 1 Work Session - BUILDING COMMITTEE o Introductions o Project Scope Assumptions o Test Fit Recap a Program review o Plan review o Project Schedule o Process -Overview, Identify Next Steps o Proactive Approach -Set Meeting Dates, Budget Review o Report out from Police meeting 2.0 hours 2.0 hours STRATEGY Meeting 2 Work Session - POLICE o Program Update o Process o Floor Plan sign off o MEPT scope presentation o Program check o Proactive Approach -Budget Review o Project Schedule -Update o Process- o Floor Plan sign off o Other pending decisions o MEPT scope and systems sign off o SD sign off for pricing 1.5 hours Nov. Nov. Dec. INVISION 0 2024 INVISION Exhibit C -----1 ® A� o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/16/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Central, Inc. St. Louis MO Office 4220 Duncan Avenue Suite 401 St Louis MO 63110 USA CONTACT NAME: A/C. No. Ext): (866) 283-7122 ((A No.): (800) 363-0105 ( E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Invision Architecture, LLC 360 Westfield Avenue Sul to 401 Waterloo IA 50701 USA INSURER A: Zurich American Ins Co 16535 INSURER B: American Guarantee & Liability Ins Co 26247 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570109775048 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y GL0429303601 11/01/2024 11/01/2025 EACH OCCURRENCE $2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $300, 000 MED EXP (Any one person) $15 , 000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X PRO-X JECT LOC PRODUCTS - COMP/OPAGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY Y BAP 4293037 - 01 11/01/2024 11/01/2025 COMBINED SINGLE LIMIT (Ea accident) $2,000,000 X ANY AUTO BODILY INJURY ( Per person) OWNED SCHEDULED AUTOS BODILY INJURY (Per accident) A AUTOS ONLY HIRED AUTOS NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) ONLY B UMBRELLA LIAB X OCCUR Y SxS445976201 11/01/2024 11/01/2025 EACH OCCURRENCE $10,000,000 X EXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DED RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC429303501 11/01/2024 11/01/2025 x PER STATUTE IOTH- ER ANY PROPRIETOR / PARTNER / EXECUTIVE Y/ N N N / A E.L. EACH ACCIDENT $1, 000 , 000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1, 000, 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1, 000, 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: 24102 City of Waterloo City Hall Courier Building Renovations, 100 E. 4th St. , Waterloo, IA 50703. City of Waterloo is included as Additional Insured in accordance with the policy provisions of the General Liability, Automobile Liability and Excess Liability policies. General Liability and Automobile Liability policies evidenced herein are Primary and Non -Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. Should General Liability, Automobile Liability and Workers' Compensation policies be cancelled before the expiration date thereof, the policy provisions of each policy will govern how notice of cancellation may be delivered to certificate holders. CERTIFICATE HOLDER CANCELLATION City of waterloo 715 Mulberry St. Waterloo IA 50703 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Holder Identifier : AEJBDGI 570109775048 Certificate No AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Exhibit C Additional Insured — Automatic — Owners, Lessees Or Contractors ZURICH® THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 4293036 - 01 Effective Date: 11 /01 /2024 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1 .b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-2162-A CW (02/19) Page 1 of 4 Exhibit C in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products -completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products -completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-2162-A CW (02/19) Page 2 of 4 Exhibit C (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; (2) We receive written notice of a claim or "suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-2162-A CW (02/19) Page 3 of 4 Exhibit C F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III — Limits Of Insurance: Additional Insured — Automatic — Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-2162-A CW (02/19) Page 4 of 4 Exhibit C POLICY NUMBER: BAP 4293037 - 01 COMMERCIAL AUTO CA 20 01 11 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the Policy effective on the inception date of the Policy unless another date is indicated below. Named Insured: HFW Group, LLC Endorsement Effective Date: 11/01/2024 SCHEDULE Insurance Company: Zurich American Insurance Company Policy Number: BAP 4293037 - 01 Effective Date: 11/01/2024 Expiration Date: 11/01/2025 Named Insured: HFW Group, LLC Address: 231 South Bemiston Avenue #800 Clayton, MO 63105 Additional Insured (Lessor): ALL LESSORS OF A "LEASED AUTO" LEASED OR RENTED TO YOU FOR 180 CONTINUOUS DAYS OR MORE Address: Designation Or Description Of "Leased Autos": ALL "LEASED AUTOS" LEASED OR RENTED TO YOU FOR 180 CONTINUOUS DAYS OR MORE CA 20 01 11 20 © Insurance Services Office, Inc., 2019 Page 1 of 2 Exhibit C Coverages Limit Of Insurance Or Deductible Covered Autos Liability $2,000,000 Each "Accident" Comprehensive SEE ENDT Deductible For Each Covered "Leased Auto" Collision SEE ENDT Deductible For Each Covered "Leased Auto" Specified Causes Of Loss $ Deductible For Each Covered "Leased Auto" Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B. Loss Payable Clause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a "leased auto". 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the Policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the Policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Page 2 of 2 © Insurance Services Office, Inc., 2019 CA 20 01 11 20 Exhibit C COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B. Condition in the Business Auto Coverage Form and the Other Insurance — Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 49 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 Exhibit C Straight Excess Liability Policy ZURICH There are provisions in this policy that restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as such in underlying insurance. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured(s)" means any person or organization qualifying as such in underlying insurance but only to the extent and within the scope for which such "insured(s)" qualify for coverage in underlying insurance. Words and phrases that are printed in bold -face type are defined in this policy. These definitions are found in SECTION VI. DEFINITIONS of this policy or in the specific policy provision where they appear. In consideration of the payment of the premium and in reliance upon the statements in the Declarations and in accordance with the provisions of this policy, we agree with you to provide coverage as follows: Insuring Agreements SECTION I. COVERAGE A. We will pay on behalf of the insured those damages covered by this insurance in excess of the total Applicable Limits of underlying insurance. This policy includes: 1. The terms and conditions of underlying insurance to the extent such terms and conditions are not inconsistent or do not conflict with the terms and conditions referred to in Paragraph 2. below; and 2. The terms and conditions that apply to this policy. B. Notwithstanding anything to the contrary contained in Paragraph A. above, if underlying insurance does not apply to damages for reasons other than exhaustion of total applicable limits of insurance by payment of loss, then this policy does not apply to such damages. C. The amount we will pay under this policy is limited as described in SECTION II. LIMITS OF INSURANCE. D. We have no obligation under this policy with respect to any settlement made without our consent. E. The insurance afforded under this policy applies to bodily injury or property damage only if prior to the Policy Period, neither you nor any authorized person knew that the bodily injury or property damage had occurred, in whole or in part. If you or any authorized person knew, prior to the Policy Period, that the bodily injury or property damage occurred, then any continuation, change or resumption of such bodily injury or property damage during or after the Policy Period will be deemed to have been known prior to the Policy Period. Bodily injury or property damage which occurs during the Policy Period and was not, prior to the Policy Period, known to have occurred by you or any authorized person includes any continuation, change or resumption of that bodily injury or property damage after the Policy Period; and Bodily injury or property damage will be deemed to have been known to have occurred at the earliest time when you or any authorized person: 1. Reports all or any part of, the bodily injury or property damage to us or any other insurer; 2. Receives a written or verbal demand or claim for damages because of the bodily injury or property damage; or 3. Becomes aware by any other means that bodily injury or property damage has occurred or has begun to occur. U-SXS-100-A CW (09/11) Page 1 of 10 Exhibit C SECTION II. LIMITS OF INSURANCE A. The Limits of Insurance shown in the Declarations and the rules below describe the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or suits brought; or 3. Persons or organizations making claims or bringing suits. B. The Limits of Insurance of this policy will apply as follows: 1. The limit shown in Item 4.B. of the Declarations for the Other Aggregate is the most we will pay for all loss to which this policy applies, except for: a. Loss covered under the products/completed operations hazard; and b. Loss covered in underlying insurance to which no underlying aggregate limit applies. In addition, if a policy listed in the Schedule of Underlying Insurance contains aggregate limits, other than an aggregate limit applying to the products/completed operations hazard, the Other Aggregate limit shown in Item 4.B. of the Declarations will apply in the same manner as such other aggregate limits of each policy listed in the Schedule of Underlying Insurance. 2. The limit shown in Item 4.C. of the Declarations for the Products/Completed Operations Aggregate is the most we will pay for all loss to which this policy applies under the products/completed operations hazard. 3. Subject to Paragraph B.1. or B.2. above, whichever applies, the limit shown in Item 4.A. of the Declarations for Occurrence is the most we will pay for all loss arising out of any one occurrence to which this policy applies. C. Coverage applies only in excess of the greater of the actual limits of insurance of underlying insurance or the Applicable Limits of insurance shown in the Schedule of Underlying Insurance forming a part of this policy. D. The Limits of Insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the Policy Period shown in the Declarations, unless the Policy Period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the preceding period for purposes of determining the Limits of Insurance. E. Subject to Paragraphs B.1., B.2., B.3. and C. above: 1. If the limits of underlying insurance have been reduced solely by payment of loss for which coverage is afforded under this policy, this policy will drop down to become immediately excess of the reduced underlying limit; or 2. If the limits of underlying insurance have been exhausted solely by payment of loss for which coverage is afforded under this policy, this policy will continue in force as underlying insurance. SECTION III. DEFENSE AND SUPPLEMENTARY PAYMENTS A. We have the right and duty to assume control of the investigation and settlement of any claim, or defense of any suit against the insured for damages covered by this policy when the applicable limit of underlying insurance and other insurance has been exhausted by payment of loss for which coverage is afforded under this policy. B. In those circumstances where Paragraph A. above applies we will pay our expenses and the following to the extent that they are not included in underlying insurance: 1. Up to $2,000 for the cost of bail bonds. We do not have to furnish these bonds. 2. The cost of bonds to release attachments, but only for bond amounts within the amount of insurance available. We do not have to furnish these bonds. 3. Reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including actual loss of earnings because of time off from work. 4. All court costs taxed against the insured in the suit. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. U-SXS-100-A CW (09/11) Page 2 of 10 Exhibit C 5. Pre -judgment interest awarded against the insured on that part of the judgment we pay. However, if we make an offer to pay the applicable limit of insurance, we will not pay any pre -judgment interest based on that period of time after the offer. 6. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court that part of the judgment that is within the applicable limits of insurance. When our expenses and the payments described in this paragraph above are not included in the definition of loss, they will not reduce the Limits of Insurance. C. In those circumstances where Paragraph A. above does not apply, we do not have the duty to assume control of the investigation and settlement of any claim, or defense of any suit against the insured. We do, however, have the right to participate in the investigation and settlement of any claim, or defense of any suit that we feel may create liability on our part under the terms of this policy. If we exercise this right, we will do so at our expense. We will not investigate and settle any claim, or defend any suit after we have exhausted the applicable Limit of Insurance as shown in Item 4. of the Declarations. If we are prevented by law from carrying out the provisions of Paragraph A. above, we will pay any expense incurred with our consent. SECTION IV. EXCLUSIONS This policy does not apply to any liability, damage, loss, cost or expense: ASBESTOS A. Arising out of or relating in any way to: 1. Asbestos or which would not have occurred in whole or in part but for the actual, alleged or threatened discharge, dispersal, release, leakage, leaching, friability, flaking escape or presence of asbestos, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to the injury or damage; or 2. Any: a. Request, demand, order, statutory or regulatory requirement, direction or determination, that any insured or others test for, investigate, monitor, clean up, remove, study, contain, treat, encapsulate, control or take any other action regarding asbestos; or b. Claim or suit for damages arising out of or relating in any way to any request, demand, order, statutory or regulatory requirement, direction or determination than any insured or others test for, investigate, monitor, clean up, remove, study, contain, treat, encapsulate, control or take any other action regarding asbestos. POLLUTION B. 1. Arising directly or indirectly out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants: a. At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (1) Bodily injury if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (2) Bodily injury or property damage for which you may be held liable, if you are a contractor, and the owner or lessee of such premises, site or location has been added to underlying insurance as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (3) Bodily injury or property damage arising out of heat, smoke or fumes from a hostile fire; b. At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; U-SXS-100-A CW (09/11) Page 3 of 10 Exhibit C c. Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for any insured or any person or organization for whom you maybe legally responsible; or d. At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the pollutants are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (1) Bodily injury or property damage arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of mobile equipment or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the bodily injury or property damage arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (2) Bodily injury or property damage sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or Bodily injury or property damage arising out of heat, smoke or fumes from a hostile fire. (3) e. At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pollutants. f. That are, or that are contained in any property that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from, any auto for which coverage is provided by underlying insurance; (2) Otherwise in the course of transit by or on behalf of any insured; or (3) Being stored, disposed of, treated or processed in or upon any auto. However, this subparagraph f. does not apply to bodily injury or property damage arising out of: (1) The escape of fuels, lubricants, other operating fluids, exhaust gases or other similar pollutants that are needed for or result from the normal electrical, hydraulic or mechanical functioning of a covered auto; or (2) The escape of pollutants from a covered auto that directly results from the collision, upset or overturn of such auto while in the course of transit away from any premises owned by or rented to any insured. 2. Arising out of any: a. Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, pollutants; or b. Claim or suit brought by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, pollutants. However, this Paragraph, B.2., does not apply to liability, damage, loss, cost or expense because of property damage that the insured would have in the absence of such request, demand, order or statutory or regulatory requirements, or such claim or suit by or on behalf of a governmental agency. NUCLEAR C. 1. With respect to which any insured under this policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic, Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its Limits of Insurance; or U-SXS-100-A CW (09/11) Page 4 of 10 Exhibit C 2. Resulting from the hazardous properties of nuclear material and with respect to which: a. A person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or b. Any insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization; or 3. Any injury or nuclear property damage resulting from the hazardous properties of nuclear material, if: a. The nuclear material: (1) Is at any nuclear facility owned by, or operated by or on behalf of, any insured; or (2) Has been discharged or dispersed therefrom; b. The nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of any insured; or c. The injury or nuclear property damage arises out of the furnishing by any insured of services, materials, parts or equipment in connection with the planning, construction, maintenance operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this subparagraph c. applies only to nuclear property damage to such nuclear facility and any property thereat. As used in this exclusion: 1. Hazardous properties include radioactive, toxic or explosive properties; 2. Nuclear Facility means: a. Any nuclear reactor; b. Any equipment or device designed or used for: (1) Separating the isotopes of uranium or plutonium, (2) Processing or utilizing spent fuel, or (3) Handling, processing or packaging waste; c. Any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; or d. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; 3. Nuclear material means source material, special nuclear material or by-product material; 4. Nuclear property damage includes all forms of radioactive contamination of property; 5. Nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; 6. Source material, special nuclear material and by-product material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; 7. Spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; 8. Waste means any waste material; a. Containing by-product material other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content, and U-SXS-100-A CW (09/11) Page 5 of 10 Exhibit C b. Resulting from the operation by any person or organization of any nuclear facility included under the first two Paragraphs of the definition of nuclear facility. SUBLIMITED UNDERLYING INSURANCE D. Which is covered by any underlying insurance but is subject to a sublimit unless such sublimited coverage is specifically endorsed to this policy. VIOLATION OF STATUTES E. Resulting from or arising directly or indirectly out of any action or omission that violates or is alleged to violate: 1. The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; 2. The CAN-SPAM Act of 2003, including any amendment of or addition to such law; 3. The Fair Credit Reporting Act (FCRA) and any amendment or addition to such law including the Fair and Accurate Credit Transactions Act (FACTA); or 4. Any federal, state or local statute, ordinance, or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. WAR F. Arising, directly or indirectly, out of: 1. War, including undeclared or civil war; 2. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or 3. Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these, regardless of any other cause or event that contributes concurrently or in any sequence to injury or damage. EMPLOYMENT PRACTICES G. Arising out of any bodily injury or personal and advertising injury to: 1. A person arising out of any: a. Failure to employ or promote that person; b. Termination of that person's employment, including actual or alleged constructive dismissal; or c. Employment -related practices, policies, acts or omissions, including but not limited to injury arising from coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, molestation, humiliation, retaliation, hostile work environment, discrimination or malicious prosecution directed at that person; or 2. The spouse, domestic partner, child, parent, brother or sister of that person as a consequence of any bodily injury or personal and advertising injury to that person at whom any of the employment related practices described in subparagraphs a., b. or c. above is directed. This exclusion applies: 1. Whether the injury causing event described in subparagraph G.1. above occurs before employment, during employment or after employment of that person; 2. Whether the insured may be held liable as an employer or in any other capacity; or 3. To any obligation to share damages with or repay someone who must pay damages because of the injury. LAWS, MISCELLANEOUS H. Under any of the following: 1. Any uninsured/underinsured motorist or auto no-fault or first party personal injury law; U-SXS-100-A CW (09/11) Page 6 of 10 Exhibit C 2. Any workers' compensation, unemployment compensation, or disability benefits law or any similar law; or 3. The Employees' Retirement Income Security Act (E.R.I.S.A.) of 1974 as now or hereafter amended. LOSS OF, OR LOSS OF USE OF INTANGIBLE PROPERTY I. Arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate or process intangible property. For purposes of this policy, electronic data is intangible property and means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. SECTION V. CONDITIONS A. Appeals In the event you or any underlying insurer elects not to appeal a judgment in excess of the amount of the underlying insurance, we may elect to appeal at our expense. If we do so elect, we will be liable for the costs and additional interest accruing during this appeal. In no event will this provision increase our liability beyond the applicable Limits of Insurance described in SECTION II. LIMITS OF INSURANCE of this policy. B. Bankruptcy or Insolvency The insolvency, bankruptcy or inability to pay of any insured will not relieve us from our obligation to pay damages covered by this policy. In the event of insolvency, bankruptcy, refusal, or inability to pay, of any underlying insurer, the insurance afforded by this policy will not replace such underlying insurance, but will apply as if all the limits of any underlying insurance are fully available and collectible. C. Cancellation 1. The first Named Insured shown in Item 1. of the Declarations may cancel this policy by mailing or delivering to us advance written notice stating when the cancellation is to take effect. 2. We may cancel this policy. If we cancel because of non-payment of premium, we will mail or deliver to the first Named Insured not less than ten (10) days advance written notice when the cancellation is to take effect. If we cancel for any other reason, we will mail or deliver to the first Named Insured not less than ninety (90) days advance written notice stating the reason(s) for cancellation, as well as the date when the cancellation is to take effect. Mailing notice to the first Named Insured's mailing address shown in Item 2. of the Declarations will be sufficient to prove notice. 3. The Policy Period will end on the day and hour shown in the cancellation notice. 4. If this policy is cancelled, the final premium will be calculated pro rata based on the time this policy was in force. 5. Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even if we have not made or offered any refund due the first Named Insured. Our check or our representative's check, mailed or delivered, will be sufficient tender of any refund due the first Named Insured. 6. The first Named Insured shown in Item 1. of the Declarations will act on behalf of all other insureds with respect to the giving and receiving of notice of cancellation and the receipt of any premium refund that may become payable under this policy. D. Maintenance of Underlying Insurance During the Policy Period, you agree: 1. To keep the policies listed in the Schedule of Underlying Insurance in full force and effect; 2. That the Applicable Limits of insurance of the policies shown in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of limits by payment of claims or suits for loss covered by underlying insurance; 3. The policies listed in the Schedule of Underlying Insurance may not be canceled or nonrenewed by you without notifying us, and you agree to notify us as soon as practicable before the cancellation or nonrenewal effective date in the event an insurance company cancels or declines to renew any policy listed in the Schedule of Underlying Insurance; and U-SXS-100-A CW (09/11) Page7 of10 Exhibit C 4. Renewals or replacements of the policies listed in the Schedule of Underlying Insurance will not be materially changed without our agreement. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. E. Nonrenewal If we decide not to renew this policy, we will mail or deliver to the first Named Insured shown in Item 1. of the Declarations written notice of the nonrenewal not less than thirty (30) days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. F. Notice of Occurrence 1. You must see to it that we are notified as soon as practicable of an occurrence which may result in damages covered by this policy. To the extent possible, notice will include: a. How, when and where the occurrence took place; b. The names and addresses of any injured persons and witnesses; and c. The nature and location of any injury or damage arising out of the occurrence. 2. Knowledge of an occurrence by the agent, servant or employee of yours, shall not in itself constitute knowledge by the insured unless you or any authorized person receives such notice from the agent, servants or employee. 3. If a claim or suit against any insured is reasonably likely to involve this policy, you must notify us in writing as soon as practicable. 4. You and any other involved insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation, settlement or defense of the claim or suit; and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this policy may also apply. 5. The insureds will not, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 6. Your failure to give notice of an occurrence to us shall not invalidate coverage under this policy if the occurrence was inadvertently reported to another insurer. However, you shall report any such occurrence to us as soon as practicable once you become aware of such error. G. Other Insurance If other insurance applies to damages that are also covered by this policy, this policy will apply excess of the other insurance. Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. However, this provision will not apply if the other insurance is written to be excess of this policy. Other insurance includes any type of self-insurance or other mechanism by which an insured arranges for funding of legal liabilities. H. Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations in any country, jurisdiction, state or province where this policy is issued are amended to conform to such statutes, laws, ordinances or regulations. If we are prevented by law or statute from paying on behalf of the insured, then we will, where permitted by law or statute, indemnify the insured. U-SXS-100-A CW (09/11) Page 8 of 10 Exhibit C I. Transfer of Rights of Recovery Against Others to Us 1. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us. The insured must do nothing after the loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. However, if any insured is required to waive their rights of recovery from others by a written contract or agreement executed before a loss, we agree to waive our rights of recovery to the extent required by the written contract or agreement. This waiver of rights will not be construed to be a waiver with respect to any other operations for which the insured has not waived their rights of recovery by contract. 2. Any amount recovered will be apportioned in the inverse order of payment of loss to the extent of actual payment. The expenses of all such recovery proceedings will be apportioned in the ratio of respective recoveries. J. Unintentional Errors and Omissions Any unintentional error or omission in the description of, or failure to describe completely, any premises or operations intended to be covered by this policy, shall not invalidate or affect the coverage for those operations or premises. However, the insured must report such error or omission to the company as soon as practicable after its discovery. K. When Loss is Payable Coverage under this policy will not apply unless and until the insured or the insured's underlying insurer has paid or is legally obligated to pay the full amount of the total Applicable Limits of underlying insurance. When the amount of loss is determined by an agreed settlement or a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of loss covered under the terms of this policy. L. Audit of Books and Records We may audit and examine your books and records as they relate to this policy at any time during the period of this policy and for up to three (3) years after the expiration or termination of this policy. M. Changes Notice to any agent or knowledge possessed by any agent or any other person will not effect a waiver or a change in any part of this policy. This policy can only be changed by a written endorsement that becomes a part of this policy. N. First Named Insured The person or organization first named in Item 1. of the Declarations is responsible for the payment of all premiums. The first Named Insured will act on behalf of all other insureds for the giving and receiving of notice of cancellation or any other notice required under this policy or by statute or regulation, for the receipt and acceptance of this policy and any endorsements forming a part of this policy, and for the receiving of any return premiums that become payable under this policy. O. Inspection We have the right, but are not obligated to inspect the insured's premises and operations at any time. Our inspections are not safety inspections. They relate only to the insurability of the premises and operations and the premium to be charged. We may provide reports on the conditions we find. We may also recommend changes. While these reports may help reduce losses, we do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that the premises or operations are safe or healthful, or that they comply with laws, regulations, codes or standards. P. Legal Action Against Us There will be no right of action against us under this insurance unless: 1. You have complied with all the terms of this policy; and 2. The amount you owe has been determined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. U-SXS-100-A CW (09/11) Page 9 of 10 Exhibit C Q. Premium The premium for this policy as stated in Item 5. of the Declarations is a flat premium. It is not subject to adjustment unless an endorsement is attached to this policy. R. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to the first Named Insured, this insurance applies: 1. As if each named insured were the only named insured; and 2. Separately to each insured against whom claim is made or suit is brought. S. Transfer of Your Rights and Duties Your rights and duties under this insurance may not be transferred without our written consent. If you die, then your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having temporary custody of your property will have your rights and duties but only with respect to that property. T. Violation of Economic or Trade Sanctions If coverage for a claim or suit under this policy is in violation of any economic or trade sanctions of the United States of America then coverage for that claim or suit will be null and void. SECTION VI. DEFINITIONS In this policy, words and phrases appearing in bold -face type have the definitions shown below: A. Authorized person means any person who may receive notice of an occurrence or claim in underlying insurance. B. Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. C. Loss means those sums actually paid that the insured is legally obligated to pay as damages for the settlement or satisfaction of a claim because of injury or offense after making proper deductions for all recoveries and salvage. However, 1. Loss also includes defense expenses and supplementary payments if underlying insurance includes defense expenses and supplementary payments in the Limits of Insurance; and 2. Loss does not include defense expenses and supplementary payments if underlying insurance does not include defense expenses and supplementary payments in the Limits of Insurance. D. Occurrence means covered event as defined in underlying insurance. E. Other insurance means a policy of insurance providing coverage that this policy also provides. Other insurance includes any type of self-insurance or other mechanisms by which an insured arranges for funding of legal liabilities. Other insurance does not include underlying insurance or a policy of insurance specifically purchased to be excess of this policy providing coverage that this policy also provides. F. Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant including smoke, vapor, soot, fumes, acid, alkalis, chemicals and waste. Waste includes material to be recycled, reconditioned or reclaimed. G. Underlying insurance means the policy or policies of insurance listed in the Schedule of Underlying Insurance forming a part of this policy. We will only be liable for amounts in excess of the Applicable Limits of insurance shown in the Schedule of Underlying Insurance for any underlying insurance. U-SXS-100-A CW (09/11) Page 10 of 10 Exhibit C Primary and Non -Contributory — Other Insurance Condition For Designated Entity And Designated Project ZURICH® THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 4293036 - 01 Effective Date: 11 /01 /2024 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part. Designated Entity SCHEDULE Designated Project As required by written contract As required by written contract Solely with respect to "your work" for the designated entity on the designated project shown in the SCHEDULE above, the following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to the designated entity shown in the SCHEDULE above, to the extent the designated entity qualifies as an additional insured under your policy and provided that: (1) The designated entity shown in the SCHEDULE is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance will be primary and will not seek contribution from any other insurance available to the designated entity shown in the SCHEDULE. All other terms, conditions, provisions and exclusions of this policy remain the same. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-5016-A CW (07/21) Page 1 of 1 Exhibit C Blanket Notification to Others of Cancellation or Non -Renewal ZURICH® THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 4293036 - 01 Effective Date: 11 /01 /2024 This endorsement applies to insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. Such list: 1. Must be provided to us prior to cancellation or non -renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within 10 days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal, unless a greater number of days is shown in the Schedule of this endorsement for the mailing or delivering of such notification with respect to Paragraph B.1. or Paragraph B.2. above. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non -renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1521-B CW (01/19) Page 1 of 2 Exhibit C D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. SCHEDULE The total number of days for mailing or delivering with respect to Paragraph B.1. of this endorsement is amended to indicate the following number of days: The total number of days for mailing or delivering with respect to Paragraph B.2. of this endorsement is amended to indicate the following number of days: 30* ** * If a number is not shown here, 10 days continues to apply. ** If a number is not shown here, 30 days continues to apply. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1521-B CW (01/19) Page 2 of 2 Exhibit C Blanket Notification to Others of Cancellation or Non -Renewal ZURICH® THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. BAP 4293037 - 01 Effective Date: 11 /01 /2024 This endorsement modifies insurance provided under the: Commercial Automobile Coverage Part SCHEDULE The total number of days for mailing or delivering with respect to Paragraph B.1. of this endorsement is amended to indicate the following number of days: 90* The total number of days for mailing or delivering with respect to Paragraph B.2. of this endorsement is amended to indicate the following number of days: * If a number is not shown here, 10 days continues to apply. ** If a number is not shown here, 30 days continues to apply. A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non -renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within 10 days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal, unless a greater number of days is shown in the Schedule of this endorsement for the mailing or delivering of such notification with respect to Paragraph B.1. or Paragraph B.2. above. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non -renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-832-B CW (03/23) Page 1 of 2 Exhibit C D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms, conditions, provisions and exclusions of this policy remain the same. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-832-B CW (03/23) Page 2 of 2 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY wcE'l�S BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT This endorsement adds the following to Part Six of the policy. PART SIX CONDITIONS Blanket Notification to Others of Cancellation or Nonrenewal 1. If we cancel or non -renew this policy by written notice to you, we will mail or deliver notification that such policy has been cancelled or non -renewed to each person or organization shown in a list provided to us by you if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to you. Such list: a. Must be provided to us prior to cancellation or non -renewal; b. Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non -renewed; and c. Must be in an electronic format that is acceptable to us. 2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to you. We will mail or deliver such notification to each person or organization shown in the list: a. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or b. At least 30 days prior to the effective date of: (1) Cancellation, if cancelled for any reason other than nonpayment of premium; or (2) Non -renewal, but not including conditional notice of renewal. 3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: a. Extend the policy cancellation or non -renewal date; b. Negate the cancellation or non -renewal; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 4. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs 1. and 2. above. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/01/2024 Policy No. WC 4293035 - 01 Insured HFW Group, LLC Insurance Company Zurich American Insurance Company WC 99 06 43 (Ed. 01-13) Endorsement No. Premium $ Includes copyright material of the National Council on Compensation Insurance, Inc. used with its permission. © 2012 Copyright National Council on Compensation Insurance, Inc. All Rights Reserved. Page 1 of 1 Exhibit D ACORD® CERTIFICATE OF LIABILITY INSURANCE ki.-------- DATE (MM/DDIYYYY) 12/16/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Holmes Murphy & Associates 2727 Grand Prairie Parkway Waukee IA 50263 CONTACT NAME: Leslie Babcock PHONE FAX (A/C, No, Ext): (A/C, No): ADDRESS: Ibabcock@holmesmurphy.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: XL Specialty Insurance 37885 INSURED INVARCPC InVision Architecture, LLC PO Box 1800 Waterloo, IA 50704-1800 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 987864884 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSD DDL NSD SWUBR VD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE RETED PREMISESO(Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability (Claims -Made Policy) DPR5029604 6/1/2024 6/1/2025 Per Claim Aggregate 3,000,000 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: 24102 City of Waterloo City Hall Courier Building Renovations CERTIFICATE HOLDER CANCELLATION City of Waterloo 715 Mulberry Street Waterloo IA 50703 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE k.' Co ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD