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Home My WebLink AboutInvision-3/14/2016 (3)Init. ® ''ill'o'J Document 13101"13101"- 2007 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Twenty-second day of March in the year Two Thousand Sixteen (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 Street Waterloo IA 50701 and the Architect: (Name, legal status, address and other information) INVISION Architecture LTD 501 Sycamore #101 PO Box 1800 Waterloo IA 50704-1800 Tel hone Number: 319.233.8419 Fax Number: 319.233.8419 for the following Project: (Name, location and detailed description) 16021 Five Sullivan Brothers Convention Center Kitchen Plumbin Im•rovements 5 Sullivan Brothers Convention Center rovements Kitchen Plumbin Im Waterloo, IA The .ro'ect involves the removal of areas of concrete floorin in the Kitchen and Warewashin areas of the Basement level of the convention center. Existin sewer and domestic water s stems in that area will be removed and re laced. In addition a foodservice consultant will be involved to review the existing la out and e•ui.ment in the kitchen area and will rrovide a summar of their findin s. 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. 07 by The AMeriCall Institute of ts. rights AIA DocumentARNING: ThlsOAIA Document is protected by U.S. opyright Law and International 1974, 1978, 1987, 1997 and reaties. Unauthorized reproduotiopcor distribution I reserved. W ortion of it, ma result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible of this Document,a any p Y and is under thhee law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 0712 (2699 53809) not for resale. User Notes: TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article 1 and in optional Exhibit A, Initial Information: (Complete Exhibit A, Initial Information, and incorporate it into the Agreement at Section 13.2, or state below Initial Information such as details of the Project's site and program, Owner's contractors and consultants, Architect's consultants, Ch ner's budgetfor the Cost of the Work, authorized representatives, anticipated procurement method, and other information relevant to the Project.) § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: To be determined .2 Substantial Completion date: To be determined § 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. AIA Document 6101 TM - 2007 (formerly B151 TM -1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998 1 which expires on 07/20/2016, and is not for resale. User Notes: — (1699753809) Init. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost: (Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.) .1 General Liability .2 Automobile Liability .3 Workers' Compensation .4 Professional Liability ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on the accuracy and completeness 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 schedule the Architect shall adjust exceptthe scheduleeif neceor reasonalcause,ssary, as thee ed by the Architect or Owner. With the Owner's approval, Project proceeds until the commencement of construction. AIA Document B1011" — 2007 (formerly B1517" —1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of thls M) Document, or any portion of it, may result in and criminal es, and will be proseuted to the extent imum under the law. This document was produced by AIA software at 16:civil 44 47on 0 312 2120 1 6 under rOrder No 26 0364998_1 which expiresXon 07/20/2016, and isle not for resale. (1699753809) User Notes: § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. § 3.1.5 The Architect shall, at appropriate times, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § -3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered 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, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project's 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. § 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 modeling. 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 environmentally responsible design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 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 Inst. AIA Document B101 T" - 2007 (formerly 8151 Td -1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA,' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, and is not for resale. User Notes: (1699753809) Init. electrical systems, and such other elements identify majoray be materials and systemsropriate. The andest establish generalpment Dtherents shall also ir quality levels. include outline specifications that § 3.3.2 The Architect shall update the estimate of the Cost of the Work. § 3.3.3 The Architect shall submitCos of then hn Development Des u the Owner's a ments to the Owner, advise the Owner of any adjustments to the estimate o f the proval. § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 Based on the Owner's approval of the Design Development Documents, and the e cw e er's sh un p repave ization of any adjustments in the Project requirements and the budget for the Cost of the Work, Construction Documents for the Owner'sapproval. Construction Do umentsDocuments and shall consist Drawings andlustrate and describe the further development of the approvedDesign Development other uirements for the Specifications onstfic do no the fortWork. The Ownein detail rland Architect acknowledge that systemse quality levels of materials and order to and the Work the Contractor construction of the Woik. will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents, inthe e Arrchitect dealt tect shalla sssist thhee Owner peas and the dthe evelopment and preparation of (1) bidding and procurement conditions of bidding, including bidding or proposal forms; (2) the form of agreement betweennh other andions}. The r; and (3) the a project manual that onditions of the Contract for Cincludestion (General, the Conditions of he Contract for Construction and The Architect shall also compilep J Specifications and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work. § 3.4.5 The Architect shall submit the Construction Documents under the to Owner, ene , d advise Owner the Owner's any adjustments tments to the estimate of the Cost of the Work, take any action q approval. § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approvalthe Construction Documents, Architect assist the Owner in(competitive1) obtaining either bids or negotiated proposals; (2) responsivenessof bidor proposals; 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 procuring the reproduction of Bidding Documents for distribution to prospective bidders; .2 distributing the Bidding Documentsnin pato sof distribution and retrieval and of he amountctive bidders, requesting their return upon setf ion of the bidding process, and maintaining g deposits, if any, received from and returned to prospective bidders; .3 organizing and conducting a pre-bid conference for prospective bidders; .4 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda; and .5 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 The Architect shall consider requests for substitutions, ifsubstitutthe Biddiions tol prong Dc mve ents pe mit substitutions, and shall prepare and distribute addenda identifying approved n d 2007 by The American tute of AIA DOCUMent B101® — 207 ed. WARNING: ThisOAIAP'oDo Document is protected by U.S. Copyright B151 ®1— 1997). Copyright@ 1974, Law and International ationall Treat es. Unauthorized 1Architects. I reproduction distribution on reserightsw of this a1�penalties,ted to the x7extent e underthewTh s dcument was produc d by AIA oftwaa at 16:44:47on03/22/2016 undr Oder No.2650364998_1 which expieson 0/20/2016, and is (1699753809) not for resale. User Notes: § 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 -2007, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201-2007, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.3.3, to 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 report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the performing portions of the Work. Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities § 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. AIA Document 8101 TM - 2007 (formerly 13151 TM -1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A1A0' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, and is not for resale. User Notes: (1699753809) § 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. ecision Maker, as that 3.6.2.5 es the ODocument or and e t A201t 2 07, r the te another person to serve as an Initial Archit Architect shall render initial dec sions Don Claims etween the term is defined in AIA Doc Owner and Contractor as provided in the Contract Documents. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with to correction Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspspecific(3) qualifications expressed of soby minor deviations from the Contract Documents prior to completion, and (4) 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 oof f the itick, 2) reviewedved from construction means, methods, techniques, sequences or procedures, (3)copies Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or proved tapproval. hedule The Architect's action ofia proved submittaliewing tals shall be schedule, with reasonable promptness whiken in accordance with the le allowing submittal schedule or, in the absence of anpp sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4.2 In accordance with the Architect -approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only 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, eviewand s halltnot constitute approval of safetyion or performance of t or systems, which are the Contractor's responsibility. The Architect's precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professional s. § 3.6.4.4 Subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests AIA Document B101 T"" - 2007 (formerly B151TM -1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, 99 and is not for resale. User Notes: 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 requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 CHANGES IN THE WORK § 3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 PROJECT COMPLETION § 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 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 the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment;2 affidavits, receipts, releases and waivers of liens or bonds indemnifying ( ) documentation required of the Contractor under the Contract Documents.the Owner against liens; and (3) any other § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second column of the table below In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit, ident the exhibit.) Additional Services § 4.1.1 Prorammin . (B202T7-2009) § 4.1.2 Multi le Ireliminar desi s AIA Document B101," — 2007 (formerly B151TM -1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible notndor the law. This document was produced by AIA software at 16'44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, and is for resale. User Notes: (1699753809) Responsibility (Architect, Owner or Not Provided) Not rovided b architect Not provided by architect Location of Service Description (Section 4.2 below or in an exhibit attached to this document and identified below) j 4.1.3 Measured drawin:s § 4.1.4 Existin facilities surve s § 4.1.5 Site Evaluation and Plannin § 4.1.6 Building Information Modeling (E202TM-2008) Not provided by architect Not provided by architect Notprovided by (B203TM-2007) architect Provided under basic Not provided by architect Not provided by architect Not provided by § 4.1.7 Civil en § 4.1.8 Landsca neerin e desi 4.1.9 Architectural Interior Desi (B252TM-2007 ect Not provided by architect Not pro_ vim architect Not provided by architect Not provided by architect Not provided by ct rchite 4.1.14 As -Desi L ned Record drawin :s architect provided by 4.1.15 As -Constructed Record drawin, architect Not provided by ct § 4.1.16 Post occu . anc evaluation Not architect by 4.1.17 Facili Su • • ort Services B210TM-2007 architect Not provided by § 4.1.18 Tenant -related services architectNot provided by 4.1.19 Coordination of Owner's consultants architectNot provided by 4.1.20 Telecommunications/data desi architect Not povided by § 4.1.21 Security Evaluation and Planning architect 206TH -2007) Not provided by 4.1.22 Commissionin : B211TM-2007 architectNot provided by 4.1.23 Extensive environmentall res . onsible desi : architect Not provided by § 4.1.24 LEED® Certification B214TM-2012) architect Not provided by ct 4.1.25 Fast-track desi: services Not architect 4.1.26 Historic Preservation B205TM-2007 architect § 4.1.27 Furniture, Furnishings, and Equipment Design a oNht p provided by (B253TM-2007) § 4.1.10 Value Anal sis 204TH -2007 § 4.1.11 Detailed cost estimatin 4.1.12 On-site Pro ect Re resentation 2O7TM 2008 § 4.1.13 Conformed construction documents Init. § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not further described in an exhibit attached to this document. AIA Document B101111— 2007 (formerly B151 MI -1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. 'ADocumentThis or horized reproduction or distribution ny portion oft, may result in severe cby U.S. ivil and criminal penaltieright Law and s, and will onal tbe pr, sectuted to the maximum extent possible of this AIA under the law. This document was produced by AIA software at 16:44:47 on 03!22!2016 under Order No.2650364998 1 which expires on 07/20/2016, 2699753 O1s 9) not for resale. User Notes: § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED® certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; .8 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of bidders or persons providing proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .11 Assistance to the Initial Decision Maker, if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the 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; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom; or .6 To the extent the Architect's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion identified in Initial Information, whichever is earlier. § 4.3.3 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 submittal of the Contractor .2 four ( 4) visits to the site by the Architect over the duration of the Project during construction AIA Document B101 IN - 2007 (formerly B151 TM —1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, and is not for resale. User Notes: (1699753809) Init. .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 § 4.3.4 If the services covered by this Agreement have not been completed within six 6 months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs. If the Owner significantly encreases or r and the Archie t shall thecreases the ereafter agree to forer's budget corresponding change e Cost of the Work, the Owner shall notify the Architect. The Own change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements andoth public and trees; and information dconcerningll the information on the survey available utility services shal be referenced to a Projerivate, ct benchmarkove and . grade, including inverts and depths. § 5.5 The Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. es of the Upon the the Owner's request, The Ohe Owner wnl er shall furnrnish rsh the services of consultants other than those esignated e of services in the contracts between the Owner and the Owner's consultants. 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 maintain professional liability insurance as appropriate to the services provided. § 5.7 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 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. § 5.10 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through AIA Document B1011" — 2007 (formerly 8151 T" -1997). Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights onal ction or distribution reserved. o Document, This any Document is protected by U.S. f It, may result in severe civil and criminal penright Law and alties, andTwilltbe prosecuted ted to the maxhorized im m extent possible of this AIA DThument easy portion under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/2012016, 1699753809) not for resale. User Notes: the Architect about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 5.11 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of-way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 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 make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requests detailed cost estimating services, the Architect shall provide such services as an Additional Service under Article 4. § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, through no fault of the Architect, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5 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, without additional compensation, shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Conshuction Documents Phase Services, or the budget as adjusted under Section 6.6.1. The AIA Document 13101 TM - 2007 (formerly 8151 TM —1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Alike Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, and is not for resale. User Notes: (1699753809) 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 r that information or has permission from the copyright ownetransmitting Instruments of Servicor any other maotion, the r transmitting party is the copyright own Service such other inion for information or documentation ioject. n digital the form, theer and y shall endeavor toestablish necessary of Service or any other inform protocols governing such transmissions. e § 7.2 The Architect and the Architect's consultants shall be amauthors utho nlersof their rectiv Instruments of Service, including the Drawings and Specifications, s ain alleires and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar he purposes incl and ecti Architect's Project is sntot to be construed as publication in derogation of the reserved rights o s. § Uponexecution of Agreement, grantst nonexclusive to the Owner a Architect's Instruments of this Service and exclusively for purposes of constructing, using, maintaining, altering g and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment he Architect shall in lar lusive licenses from the all sums when due, s this with this Agreement.g The license grant drundeor this csect on permits the Owner to Architect's consultants consistent authorize the on ltantsContractor,d separate Subcontractors, contractors, to reproduce applicable portions of he Instruments of Service solely tractors, and material or equipment suppliers, as well as the Owner's. consultants and separa and exclusively for use in performing in Section 9.4ntservices or �e license ron or the grant dinect. If the Architect rihtfully this Section 7.3 shallgerminate�inates this Agreement for cause as provided hor of S Service, In the nthe Owner uses the and Architecstruments of ts consultant(s) fromervice without all aimstand of of action Instruments sing Service, the Owner releases the Architect indemnify rm such uses. The Owner,ntfromthe allextent costs and rexpenses, ed by including thrther agrees cost of defense, related hold o claims harmless and causes Architect and its consultor action Instruments asserted vthin der thpersis Sectin or otity n 7.3.o 1 .The te ht such costs and expenses arise from erms of this Section 7.3 1 shall not applyeiffthe Owner of the Instruments of Service un 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 righthshall be otherwise gr feted or y license mpd under this Agreement. The Owner shall not assign, delegate, sublicense, pledge granteduherein S ry ce party wat the t theOwner's wnnp ior written agreement of the 's sole risk and without liability to thetAAny hitt t and theArchitect's e Instruments of Service shall be at the consultants. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 GENERAL § 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements applicableified by of the but in method ofbinding andispute rears after the date of Substantialtion selected in this Compent letion io of the Workin the period . The Ownernd Architect any case not more than y 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 loyees of the each other yd against the cthe proceeds of such rts, agents and insu insurance as set forth in AIA Document A201er for a2007, General ges, except such rights as they may have to the proceedsll re of Conditions of the Contract for Construction. The ofay Onof tthemthe similaewaiver s nr favor of t ae otherrpartos the contractors, consultants, agents and em employees enumerated herein. AIA Document 8101'"' - 2007 (formerly B151 T" —1997). Copyright ©1974, 1978, 1967, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this law. This document was produc d by AIA software at 16:r4:447may result in sevee 1 on 03,22/2016 under Orderand criminal penalties, �No.26 d will b0364998e c1twhich expires on 07/20/2016, and ised to the maximum extent � under thehe(1699753809) not for resale. User Notes: § 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 the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 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. If the Owner and Architect do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution rnethod other than litigation, the dispute will be resolved in a court of competent jurisdiction.) f ] Arbitration pursuant to Section 8.3 of this Agreement X ] Litigation in a court of competent jurisdiction ] Other (Specify) ;ARBITRATION AIA Document 15101T" — 2007 (formerly 6151 TM - 1997). Copyright 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights ri hl reserved. WARNING: This AIA" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, and is not for resale. User Notes: (1699753809) Init. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules 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 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. de § 9.7 Termination Expenses are in addition to totherwise ttect's services nd compensatedap us anuamount far the ses directly attributable to termination for which the Architect is not Architect's anticipated profit on the value of the services not performed by the Architect. AIA Document B101 I"2007 (formerly 6151 T" —1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Al/0 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution to the mimum extent uof this A-' Document, or any portion of it, may result in nder the law. This document was produced by AIA software at 16:44 47 on 03/22/2016 under Order No 2650364998_ ed 1 e civil and criminal penalties, and will be proseutwhich expi es on 07/20/2016, and isle not for(1699753809) User Notes: § 9.8 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 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2007, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates, 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. § 10.8 If the Architect or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (I) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: (Irlsert amount of, or basis for, compensation.) Lump sum £ee $55 000 00 § 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) Fees will be ne . otiated based on the pe of additional service re. ested. Fee structure will be determined based on the sco a of the work. AIA Document 8101T® — 2007 (formerly B1517®-1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, and is not for resale. User Notes: (1699753809) § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.) Fees will be ne otiated based on the t pie of additional service reuestcd. Fee structure will be determined based on the sco a of the work. Inst. 11.4 all b eche for invoiced Additional She Architect plus teices of the Architect's percent (10s %),1not included in Section 11.2 or as otherwise stated below: or 11.3, shat! be the amount invoice § 11.5 Where compensation for Basic Services es is based see d on afollowspulated sum or percentage of the Cost of the Work, the compensation for each phase of se twenty percent ( 20 %) Schematic Design Phase twenty percent ( 20 Q/°) Design Development Phase,en _five percent ( 25 %) Construction Documents Phase percent ( 3 %) Bidding or Negotiation Phase thirty-twothree e percent ( 32 %) Construction Phase Total Basic Compensation one hundred percent ( 100 %) e and any ions of the Project are § lete When of compensation is based on percentage for those portions o the Project shalltbe payable to the extent deleted or otherwise not constructed, compensation 1) the lowest sone fide bid d on those portions, proposal, or (2) if no such bid ortedule proposaltis Section 11.5 based on most recent estimate of lowest bona fide bid or negotiated p p , the Cost of the Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. tants, if are set forth 11.7 The hourlytesbillinge adjusted ford iservices nn a tcordanceewithltheCt and Architect's andtArchitect'slconsult consultants' review below. The rates shall be ad}aster practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Exhibit B Employee or Category Rate § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.$,1 Reimbursable Expenses are nd addition Architect's pansultants diensation for Bectly asic relatednd ta the Project, as follows: include expenses incurred by the Architect .1 tienrand authorized out-of-town travel and subsistence; 2 : , „ , dedicated data and communication services, teleconferences, Project Web sites, and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard foam 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, models, mock-ups, professional photography, and presentation materials requested by the Owner; .8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expenseof that normally carried by theerage or limits if theArchitect's consultants; requests such insurance in excess AIA 2007 {ocrInstitute7 and 2007 by The American t rights reserved. WARNING: ThsAIAffcumene is proteted by U.SCoopyight Law and Itenat onal Treaties. Unauthorizdreprodu reproduction or distribution and criminal , and will be imum extent of this A1/0 Document, This document was produced by AIA software at 16:44;47 on 03122(2016 under Order No 2650364998prosecuted 1 twhich expires xon 07/2012016, and FIs e under the (1699753809) not for resale. User Notes: . 9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and . 11 Other similar Project -related expenditures. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's o _ consultants § 11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing, using and maintaining the Project as follows: § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of zero ($ 0 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. Et shall be credited to the Owner's account in the final invoice. § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid ( 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.) % er month § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding, § 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: 12.1 Three meetin s will be held durin • desi a Prebid conference :reconstruction conference and u: to four meetin . s durin . construction and four field observation visits. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document BI01 TM -2007, Standard Form Agreement Between Owner and Architect .2 AIA Document E201TM-2007, Digital Data Protocol Exhibit, if completed, or the following: .3 Other documents: (List other docatnrents, if any, including Exhibit A, Initial Information, and additional scopes of service, if any, forming part of the Agreement.) Exhibit B Billie rate schedule AIA Document 13101 TH — 2007 (formerly B151 Tw -1997). Copyright OO 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2015 under Order No.2650364998 1 which expires on 07120/2016, and is not for resale. User Notes: — (1899753809) Init. Exhibit C — Fee .ro,osal letter dated Februar 11 2016 This Agreement entered into as of the day and year first written above. ARCHITECT OWNER 1 (Signature) Quentin Hart Ma or (Printed name and title) (Signature) Michael Brosineipal (Printed name and tide) AIA Document B101 Tm — 2007 (formerly 13151TM — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights national on reserved. Document, This o AIM' Document oft, may result in severe civil and criminal right penalties, andTwilltbe prosecuted to the maximum extent posorized reproduction or sible s of this l .Thisdo document under theAte law. This document was produced by AIA software at 16:44:47 on 0312212016 under Order No.2650364998_1 which expires on 07/20/2016,(1599753 O19) not for resale. User Notes: Certification of Document's Authenticity AIA0 Document D401 TM - 2003 I, Michael Broshar, FAIA, hereby certify, to the best of my knowledge, information and belief, that 1 created the attached final document simultaneously with this certification at 16:44:47 on 03/22/2016 under Order No. 2650364998_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA" Document B101111 — 2007, Standard Form of Agreement Between Owner and Architect, as published by the AIA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. (Title) (Dated) AIA Document 04011M - 2003, Copyright 1992 and 2003 hyThe American Institute of Architects. All rights reserved. WARNING: This AM& Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:44:47 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, and is not for resale. portion of it, User Notes: (1699753809} t.1.204Y Document BB101"- 2007 Exhibit A Initial Information for the following PROJECT: (Name and location or address) 16021 Five Sullivan Brothers Convention Center Kitchen Plumbin 1m+rovements 5 Sullivan Brothers Convention Center Kitchen Plumbing Improvements Waterer IA THE OWNER: (Name, legal status and address) City of Waterloo 715 Mulberr Street Waterloo IA 50701 THE ARCHITECT: (Name, legal status and address) INVISION Architecture, LTD 501 Sycamore #101 PO Box 1800 Waterloo IA 50704-1800 This Agreement is based on the following information. (Note the disposition for the following items by inserting the requested it formation or a ,statement such as "riot applicable, unknown at time of execution" or "to be determined later by mutual agreement.') ARTICLE A.1 PROJECT INFORMATION § A.1.1 The Owner's program for the Project; (Identify documentation or state the manner in which the program will be developed.) § A.1.2 The Project's physical characteristics: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, .such as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site; etc.) This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. § A.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 iters break down.) To be determined § A.1.4 The Owner's other anticipated scheduling information, if any, not provided in Section 1.2: AlA Document B101 ni - 2007 Exhibit A. Copyright OO 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. Init. WARNING: This A1Ao Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:45:37 on 03/22/2016 under Order No.2650364998_1 which expires on 07/20/2016, and is not f o resale. ) User Notes: To be determined § A.1.5 The Owner intends the following procurement or delivery method for the Project: (Identify method such as competitive bid, negotiated contract, or construction management) Com etitive $id § A.1.6 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere, such as environmentally responsible design or historic preservation requirements) ARTICLE A.2 PROJECT TEAM § A.2.1 The Owner identifies the following representative in accordance with Section 5.3: (List name, address and other information) Crai Clark Maintenance Su ervisor City of Waterloo 715 Mulberr Street Waterloo IA 50701 Email Address: § A.2.2 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 information) § A.2.3 The Owner will retain the following consultants and contractors: (List discipline and, ifknown, identib? them by name and address) § A.2.4 The Architect identifies the following representative in accordance with Section 2.3: (List name, address and other information) Michael Broshar FA1A PO Box 1800 Waterloo IA 50704-1800 Tele hone Number: 319-233-8419 Fax Number: 319-233-9772 Mobile Number: 319-240,0620 Email Address: mikeb[3a,inyisionarch.com § A.2.5 The Architect will retain the consultants identified in Sections A.2.5. i and A.2.5.2. (List discipline and, if known, idents them by name, legal status, address and other information) § A.2.5.1 Consultants retained under Basic Services: .1 Structural Engineer NA AIA Document 1310117, — 2007 Exhibit A. Copyrightcu 1974. 1978 1987 1997 and 2007 by The American Institute of Architects. Alf rights reserved. WARNING: This AlAo Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA,' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:45:37 on 03/22/2016 under Order No.2650364998_1 which expires on 07/2012016, and is not for resale. User Notes: (1701654604) Inst. .2 Mechanical Engineer MODUS 214 East 4th Street Waterloo, IA 50703 .3 Electrical Engineer MODUS 214 East 4th Street Waterloo, IA 50703 ,4 Kitchen Survey Consultant MVP Services Group 875 Jackson Street, Suite 111 Dubuque, IA 52001 § A.2.5.2 Consultants retained under Additional Services: § A.2.6 Other Initial Information on which the Agreement is based: (Provide other Initial Information) AIA Document B101 T"' — 2007 Exhibit A. Copyright() 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. tional Document, or hporton of it, may protected result in severe civil and criminal penalties, aand will beTreaties. prosecuted to the maximum lon or e tentapotribution of ssible under this awe. This any P(t for resale. es le. This document was produced by AIA software at 16:45:37 on 03122!2016 under Order No.2650364998_1 which expires on 07/20/2016, and is not for resa e. User Notes: XH,. l 2015-2016 HOURLY BILLING RATE SCHEDULE PRINCIPAL $250 SENIOR ARCHITECT $135 - $160 PROJECT MANAGER II $110 - $145 PROJECT MANAGER I $75 - $115 INTERN ARCHITECT $65 - $75 STUDENT INTERN $55 INTERIOR DESIGNER $80 $90 MEDICAL PLANNER $140 - $145 STANDARDS AND MODEL CONTENT MANAGER $100 SPECIFICATION WRITER $135 - $140 GRAPHIC DESIGNER $85 DRAFTPERSON $70 - $80 ADMINISTRATIVE $55 - $145 Services provided on an hourly basis shall be performed in accordance with the Standard Hourly Rate Schedule in effect at the time of performance. This schedule is updated annually and will be adjusted with normal review practices. 2.11.2016 Craig Clark, Maintenance Administrator City of Waterloo 715 Mulberry Street Waterloo, IA 50703 Craig: RE: Kitchen Plumbing Improvements Five Sullivan Brothers Convention Center We are pleased to provide this proposal for design and construction services for the replacement of the plumbing systesm in the kitchen at at the Five Sullivan Brothers Convention Center. Our scope of services proposed for the project is as follows: gxhi` *Q The work will involve removal of areas of concrete flooring in the Kitchen and Warewashing areas of the Basement level of the convention center. Existing sewer and domestic water systems in that area will be removed and replaced. In addition, we will involve a foodservice consultant to review the existing layout and equipment and provide a summary of their findings. We have assembled a team to carry out the design, documentation and construction services work. INVISION Architecture will be responsible for project coordination, documents for floor removal and replacement, as well as finish upgrades in the project area. Modus will provide Mechanical Engineering work. Their work includes: • Replacing existing underground sanitary sewer • Replacing existing underground domestic water lines • Work around the existing storm sewer • Modify the sump pump discharged piping in order to replace sanitary sewer near sewage ejector • Clean out the sewage ejector pit • Replace the sewage ejector pumps and reconnect to the existing above grade pump discharge plumbing • Misc electrical work Ed and Eric Norman of MVP Services Group will provide the Kitchen Site Survey and Assessment. They will visit the convention center and conduct a comprehensive assessment of the kitchen operation (lower level only) and will develop a written report outlining their findings and recommendations. Our services include development of the design and documents for bidding and construction. We will issue documents for bidding, hold a pre-bid conference, assist the city in receiving bids, and will develop the contracts for construction. We will provide construction administration services through acceptance of the construction project. If kitchen equipment removal/replacement or modifications are desired as a result of the foodservice consultant recommendations, we will provide a proposal to add these services to the scope of our work. 112 0 0 g.O N 6. P O M . O ry h q 30 O va • 3 0 N 0 P ^O 2 .. Craig Clark 2.11.2016 Page 2 of 2 We propose to hold three meetings during design, a prebid conference, preconstruction conference, up to four meetings during construction and up to four field observation visits. We propose to provide these services working on a lump sum basis with a basic services fee of $55,000 plus reimbursable expenses. Statements will be issued on a monthly basis. Reimbursable expenses are limited to the cost of production of bidding documents and shipping, and will be billed at cost. Additional services, if needed, will be billed on an hourly basis, at standard billing rates and will commence upon identification and authorization. I will be the primary contact for INVISION. Please contact me with any questions or if you would like further clarification of our proposal. If this proposal is acceptable, please let me know and we will provide an agreement for signature. We look forward to the opportunity to work with you on these continuing improvements to the downtown area. Sincerely, osiM Michael Broshar, FAIA Partner Proposal for Design and Construction Services Accepted: Quentin M. Hart, Mayor Date 37(4 nto 0oa