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HomeMy WebLinkAbout2013-439 AMS - Corley, Redfoot Architects Inc for Whitted Meeting Room Design Title Whitted Mtg Room �- ' 3 NORTH CAROLINA FY 2013-14 17a- CONTRACT AMENDMENT CONSULTING SERVICES AGREEMENT OVER $90,000 OR BOARD CONSULTANT ORANGE COUNTY This Agreement, made and entered into this 30th day of September, 2013, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Corley Redfoot Architects, Inc., (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant entered into a contract dated December 8, 2009 for services related to the building renovations at the John M. Link Jr. Building. This agreement replaces and supersedes any and all previous agreements. That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ("Agreement") is for professional consulting services to be rendered by Consultant to County with respect to Permanent Board Meeting Room Facilities within the Whitted Center according to the attached proposal dated April 19, 2013 entitled "Board of County Commissioners Meeting Room". This Agreement replaces the attached original Agreement dated December 8, 2009 titled "Phase II - John M. Link Jr. Building Renovation ("Original Agreement"). The Agreement replaces the Original Agreement upon execution. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT Revised July 2010 1 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables") related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Consultant. 2.2.7 Consultant agrees that Consultant and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Consultant's services under this Agreement. 2.2.8 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES Revised July 2010 2 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as specified in the letter titled "Board of Commissioners Meetings Room Hillsborough, NC Amendment to Contract" dated April 19, 2013, which is fully incorporated and integrated herein by reference together with Attachments; Exhibit 1: Original agreement dated December 8, 2009. 3.1.2 The Basic Services will be performed by the Consultant in accordance with the following schedule: (Insert task list and milestone dates) Task Milestone Date 1. Construction Documents (Original agreement) Completed and Paid 2. Bidding or Negotiation Phase (Original agreement)Completed and Paid 3. Construction Phase (Original agreement) Completed and Paid 4. Space Planning Studies (Item B in 4/19/13 letter) Current 5. Develop design of a BOCC-adopted program September 17, 2013 6. Schematic and Design development documents November 18,2013 7. Construction Documents (including all permits) November 18, 2013 8. Construction Administration Services Throughout construction duration 3.1.3 Should County reasonably determine that Consultant has not met the Milestone Dates established in Section 3.1.2 of this Article, County shall notify Consultant of the failure to meet the Milestone Date. The County, at its discretion may provide the Consultant seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Consultant cures the Breach. In the alternative, upon Consultant's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Consultant or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule County may immediately terminate this Agreement in writing without penalty or incurring further obligation to Consultant. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform his activities in a timely manner so as to meet the Milestone Dates listed in Article 3. 4.1.2 Should the County determine that the Consultant is behind schedule, it may require the Consultant to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be immediately upon execution of this agreement. ARTICLE 5 COMPENSATION Revised July 2010 3 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is One Hundred and Ten Thousand Five Hundred Dolla rs ($110,500.00) less any amounts alread y invoiced and paid under the original agreement dated December 8, 2009. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as percentages of the whole as Project milestones as set out in Section 3.1.2 are achieved. (For example, if there are 10 Project Tasks with Milestone Dates then Consultant may invoice for the first 10% of the whole upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Consultant may invoice for the next 10%of the whole.) ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Jeff Thompson, Asset Management Services Director to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks associated with Milestone Dates. Upon County's written determination to Consultant that a Task has been satisfactorily completed by its accompanying Milestone Date Consultant may submit an invoice for payment. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event, the amount of an invoice is disputed, County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE 7.1 General Requirements 7.1.1 The Consultant shall purchase and maintain and shall cause each of his Consultants to purchase and maintain, during the period of performance of this Agreement, insurance for protection from claims under workers' or workmen's compensation acts; Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Consultant's employees or any other person and to real and personal property including loss of use resulting thereof; Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and Professional Liability Insurance, covering Revised July 2010 4 personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Consultant or his agents, Consultants and employees. 7.1.2 The minimum insurance rating for any company insuring the Consultant shall be Best's A-. If the Consultant does not meet the insurance requirements, it is suggested that the County's Risk Manager be consulted prior to finalizing this Agreement. 7.2 Limits of Coverage 7.2.1 Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE • Worker's Compensation Limits for Coverage A - Statutory State of N.C. Coverage B - Employers Liability $500,000 each accident and policy limit and disease each employee • Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate. • Automobile Liability Combined Single Limit$500,000 • Professional Liability NOTE: ;pert co far e 11 ' required ley lVla cr:';if applicable_ $1,000,000 per occurrence 7.2.2 All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides that the County shall receive not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 7.3 Indemnity 7.3.1 The Consultant agrees to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. Revised July 2010 5 ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 , In the event of termination, the Consultant shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Consultant. 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within seven(7) days, at no additional cost, all Deliverables including any electronic data or files relating to the Project. 9.4 Waiver 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with the County. 10.2 Limitation and Assi nment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law Revised July 2010 6 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. 10.4 Dispute Resolution 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 10.5 Extent of Agreement 10.5.1 This Agreement represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County's Request for Proposals, attachments to the County's Request for Proposals, and the Consultant's Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Consultant of the unavailability and non-appropriation of public funds. It is expressly agreed that,County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. Revised July 2010 7 In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County's legal authority. 10.9 Notices 10.9.1 Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Corley Redfoot Zack, Inc. Attention: Jeff Thompson Attention: Kenneth E. Redfoot P.O. Box 8181 222 Cloister Court Hillsborough,NC 27278 Chapel Hill,NC 27514 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. COUNT ge County CONSULTANT: Corley Redfoot Zack, Inc. 115 10111 juttrr v Ke . R ot, 'dent s orle foot Architects, Inc. y? c�,a�l Tal bvet (D t/n ft"61 q?V Attest: J Donna Baker, Clerk to the Board [SEAL] This instrument has been approved as to technical content. Department Director Revised July 2010 8 This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. ,,— J�, IJ1,4, Office of the Finance Director This ins trum nt has n approved as to form and legal sufficiency. Offi f the ounty Attorney Revised July 2010 9 corley redfoot architects inc. 222 cloister court orchitects J engirteer chapel hill,nc 27514 planners t:919.401.8586 t www.corleyredfootarchitects.com April 19,2013 Jeff Thompson,Director Asset Management Services Orange County P. O.Box 8181 Hillsborough,NC 27278 RE: Board of County Commissioners Meeting Room Hillsborough,NC Amendment to Contract Dear Jeff: Per your our recent conversation,I am requesting an amendment to our current contract for the development of a Board of County Commissioners Meeting Room in the amount of$110,500.00. As a part of this amendment,I am providing a summary of the work completed to date and the scope of work to be completed in the future. Original Contract, dated 12/8/2009,Board Approved 2/16/2010 $61,300.00 ( A. Scope of Work Completed through 9/30/10: l.Multi ple site visits with user groups to existing meeting rooms(March, 2010) • Town of Cary • N.C. School of Pharmacy • Forsyth County-Winston Salem • Wake County • City of Durham • Durham County 2.T he site visits helped establish a basis for the preliminary design for the Orange County BOCC Meeting Room. 3.Pr eliminary Design presented to BOCC (May,2010) 4.Schem atic Design presented to BOCC (September, 2010) Invoices for Work Completed through 9/30/10 and Paid by Orange County $24,278.00 B. Scope of Work Completed between 1/1/13 and today: S.Pr oject restarted with second level Whiffed Building space studies to incorporate a permanent BOCC and Support Areas including potential theater layouts for community use. 6.Alter native space studies were developed. The scope of work for this study including the possible redistribution of multiple County Departments in three different buildings with the location of the Board Room shown in a variety of locations for comparative purposes. 7.T he space planning studies were presented to staff, BOCC and the public over a four month period. Work Completed between 1/1/13 and today that has not been invoiced to date $13,800.00 As requested above, this amendment would raise the original contract from the current$61,300.00 to the amended amount of$110,500.00. Should the proposed amendment be approved,the County would be invoiced the$110,500, less the$24,278 already invoiced and paid. The proposed scope of work for the remainder is as follows: 1. The scope of work that has already been completed between 1/1/13 and today 2. The development of the design of a BOCC-adopted program. 3. Schematic and Design development documents 4. Construction documents including all permitting requirements 5. Standard construction administration services though the construction duration Items not included in the above fees are: 1. Surveys and Testing 2. Legal fees 3. Asbestos investigation/removal 4. Water damage investigation/design solutions/repairs. 5. Perspectives, renderings or models 6. LEED certification and design services Based upon BOCC approval, it is our understanding that Schematic Design/Design Development is anticipated to begin in July 2013, Construction Documents completed by mid-November, 2013 and bidding and contract award thereafter. Construction is anticipated to begin in early January,2014 and be complete in May, 2014. We appreciate the opportunity to work with you on the proposed project. If you are in agreement with this proposal,please sign below and return a copy to our office for our files. Sincerely, ` Kenneth E.Redfoot,AIA President • 1 7M Document 8151 - 1997 Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the eight"n (801) day of Becetrtber in the year of two thousand and nine (2009). (In words, indicate day, month and year) ' BETWEEN the Architect's client identified as the Owner: (Name, address and other information) This document has important legal consequences. County of Orange Consultation with an attorney Asset Management and Purchasing Services is encouraged with respect to 131 West Margaret Lane, #301 its completion or modification. TVL1ls ,.)rough, NC 27278 and the Architect: (Name, address and other information) Corley Redfoot Zack, Inc- 222 Cloister Court I Chapel Hill, NC 27514 I I For the following Project: (Include detailed description of Project) I Phase IC - John M. Link, Jr., Building Renovation: Project includes designing the Eolloaing scope of work: - B:)ard of C'r.)unty Commissioners Meeting room and support areas (1st level) - New ,public toilet rooms (1st level) - Additional work necesary to complete the Eire suppression system I I I I • I The Owner and Architect agree as follows. i AIA Document B151TI.1—1997.Copyright©1974,1978,1987,and 1997 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 elvil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail The American Institute of Architects'legal counsel,copyright @ala.org. ARTICLE 1 ARCHITECT'S RESPONSIBILITIES §1.1 The services performed by the Architect,Architect's employees and Architect's consultants shall be as enumerated in Articles 2,3 and 12. §1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care.and the orderly progress of the Project.The Architect shall submit for the Owner's approval a schedule.for the performance of the Architect's services which may be adjusted as the Project proceeds.This schedule shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project.Time limits established by this schedule approved by the Owner shall-no"t,`except for reasonable cause,be exceeded by the Architect or Owner. See ;'fir-t;icle 12.1. 1<.K §1,3 The Architect shall designate a representative authorized to act od behalf of the Architect with respect to the Project. §1.4 The services covered by this Agreement are subject to the time limitations contained in Section 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES §2.1 DEFINITION The Architect's Basic Services consist of those described in Sections 2.2 through 2.6 and any other services identified in Article 12-as part of Basic Services,and include normal structural,mechanical and electrical engineering services. §2.2 SCHEMATIC DESIGN PHASE §2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. §2.2.2 The Architect shall provide a preliminary;evaluation of the Owner's program,schedule and constru6ti6n_budget requirements,each in terms of the other,-subject to the limitations set forth in Section 5.2.1. ' §2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. §2.2.4 Based on the mutually agreed-upon program,schedule and construction budget requirements,the Architect shall prepare,for approval by the Owner,Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. §2.2,5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. §2.3 DESIGN DEVELOPMENT PHASE §2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program,schedule or construction budget,the Architect shall prepare,for approval by the Owner,Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural,structural,mechanical and electrical systems,materials and such other elements as may be appropriate. §2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. §2.4 CONSTRUCTION DOCUMENTS PHASE §2.4.1 Based on the approved Design DevelopmentDocuments and any further adjustments in the scope or,.quoty of the Project or in the construction budget authorized by�the Owner,the Architect shall prepare,for approval by the Owner,Construction Documents consisting of Diawings and Specifications setting forth in detail the`requirements for the construction of the Project, §2.4.2 The Architect sha °assist the Owner in the preparation of the necessary bidding information,bidding forms,the Conditions of the Contract, and the form of Agreement between the Owner and Contractor. §2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. AIA Document B1517m—1997.Copyright©1974,1978,1987,and 1997 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 Ale Document, ,L or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail The American Institute of Architects'legal counsel,copyright @ala.org. §2.4.4 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. §2.5 BIDDING OR NEGOTIATION PHASE The Architect,following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost,shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. §2.6 CONSTRUCTION PHASE—ADMINISTRATION OF THE CONSTRUCTION CONTRACT §2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement cominenees with the award of the initial Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. §2.6.2 The Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document A201,General Conditions of the Contract for Construction,current as of the date of this Agreement, unless otherwise provided in thus Agreement.Modifications made to the General Conditions,when adopted as part of the Contract Documents,shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. §2.6.3 Duties,responsibilities and limitations of authority of the Architect under this Section 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor,which consent will not be unreasonably withheld. §2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner during the administration of the Contract for Construction.The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendment. §2.6.5 The Architect,as a representative of the Owner,shall visit the site at intervals appropriate to the stage of the Contractor's operations,or as otherwise agreed by the Owner and the Architect in Article 12,(1)to become generally familiar with and to keep the Owner informed about the progress and quality of the.portion of the Work completed,(2) to endeavor to guard the Owner against defects and deficiencies in the Work,and(3)•to determine in general if the Work 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.The Architect shall neither have control over or charge of,nor be responsible for, the construction means,methods,techniques,sequences or procedures,or for safety precautions and programs in comnection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents, See Artimle 12.2. K §2.6.6 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor.However,the Architect shall not be responsible for the Contractors 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,Subcontractors,or their agents,or employees,or of any other persons or entities performing portions of the Work. §2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. i §2.6.8 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents.Communications by and with the Architect's consultants shall be through the Architect. §2.6.9 CERTIFICATES FOR PAYMENT §2.6.9.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such j amounts. f AIA Document 8151T'"—1997.Copyright@ 1974,1978,1987,and 1997 by The American Institute of Architects.All rights reserved.WARNING:This Ale 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. Purchasers are permitted to reproduce ton(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail The American Institute of Architects'legal counsel,copyright @ala.org. I §2.6.9.2 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 2.6.5 and on the data comprising the Contractor's Application for Payment,that the Work has progressed to the point indicated and that,to the best of the Architect's knowledge, information and belief,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 the Contract Documents upon Substantial Completion,(2)to results of subsequent tests and inspections,(3)to correction of minor deviations from the Contract Documents prior to completion,and(4)to specific qualifications expressed by the Architect. §2,6,9.3 The issuance of a Certificate for Payment shall not be a representation, the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods,techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §2.6.10 The Architect shall have authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the-Architect shall have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not such Work is fabricated,installed or completed.However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors, material and equipment suppliers,their agents or employees or other persons or entities performing portions of the Work, §2.6.11 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.The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner,Contractor or separate contractors,while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities,or for substantiating instructions for installation or performance of equipment or systems,all of which remain the responsibility of the Contractor as required by the Contract Documents.The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Architect, of any construction means,methods,techniques,sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. §2.6.12 If professional design services or certifications by a design professional related to systems,materials or equipment are specifically required of the Contractor by the Contract Documents,the Architect shall specify appropriate performance and design criteria that such services must satisfy.Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect.The Architect shall be entitled to rely upon the adequacy,accuracy and completeness of the services,certifications or approvals performed by such design professionals. §2.6.13 The Architect shall prepare Change Orders and Construction Change Directives,with supporting documentation and data if deemed necessary by the Architect as provided in Sections 3.1.1 and 3.3.3,for the Owner's approval and execution in accordance with the Contract Documents,and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are consistent with the intent of flee Contract Documents. §2.6.14 The Architect shall conduct inspection's to determine the date or dates of Substantial Completion and the date of final completion,shall 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 shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. §2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor 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 8151 nA—1997.Copyright @ 1974,1978,1987,and 1997 by The American Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document, 4 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to tine maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,a-mall The American Institute of Architects'legal counsel,copyright @ala.org. §2.6.16 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 malting such interpretations and initial 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 so rendered in good faith. §2.6.17 The Architect shall render initial decisions on claims,disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents.However,the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. §2.6.18 The Architect's decisions on claims,disputes or other smatters in question between the Owner and Contractor, except for those relating to aesthetic effect as provided in Section 2.6.17,shall be subject to mediation and arbitration as provided in 1:1-is Agreement and in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES §3.1 GENERAL §3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12,and they shall be paid for by the Owner as provided in this Agreement,in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner.If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Architect's control,the Architect shall notify the Owner prior to conunencing such services.If the Owner deems that such services described under Section 3.3 are not required,the Owner shall give prompt written notice to the Architect.If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services. §3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES §3.2.1 If more extensive representation at the site than is described in Section 2.6.5 is required,the Architect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. §3.2.2 Project Representatives shall be selected,employed and directed by the Architect,and the Architect shall be compensated therefor as agreed by the Owner and Architect.The duties,responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement,unless otherwise agreed. §3.2.3 Through the presence at the site of such Project Representatives,the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work,but the furnishing of such project representation shall not modify the rights,responsibilities or obligations of the Architect as described elsewhere in this Agreement. §3.3 CONTINGENT ADDITIONAL SERVICES §3.31 Malting revisions in drawings,specifications or other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner,including revisions made necessary by adjustments in the Owner's program or Project budget; .2 required by the enactment or revision of codes,laws or regulations subsequent to the preparation of such .documents;or .3 due to changes required as a result of the Owner's failure to render decisions in a timely manner. §3,3.2 Providing services required because of significant changes in the Project including,but not linmited to,size, quality,complexity,the Owner's schedule,or the method of bidding or negotiating and contracting for construction, except for services required under Section 5.2.5. §3.3.3 Preparing Drawings,Specifications and other documentation and supporting data,evaluating Contractor's proposals,and providing other services in connection with Change Orders and Construction Change Directives. §3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings,Specifications and other documentation resulting therefrom. §3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction,and furnishing services required in connection with the replacement of such Work. AIA Document B151ra—1997.Copyright©1974,1978,1987,and 1997 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 AIAeDocument, 5 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail TI,n n,., l—n InciMita of Arrhitwrts'leeal counsel,comrinht@ala.orn. §3.3.6 Providing services made necessary by the default of the Contractor,by major defects or deficiencies in the Work of the Contractor,or by failure of performance of either the Owner or Contractor under the Contract for Construction. §3.3.7 Providing services in evaluating an extensive number.of claims submitted by the Contractor or others in connection with the Work. §3.3.8 Providing services in connection with a public hearing,a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto. §3.3.9 Preparing documents for alternate,separate or sequential bids or providing services in connection with bidding, negotiation or construction'prior to the completion of the Construction.Documents Phase. §3.4 OPTIONAL ADDITIONAL SERVICES §3.4.1 Providing analyses of the Owner's needs and programming the requirements of the Project. §3.4.2 Providing financial feasibility or other special studies. §3.4.3 Providing planning surveys,site evaluations or comparative studies of prospective sites. §3.4.4 Providing special surveys,environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. §3.4.5 Providing services relative to future facilities,systems and equipment. §3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. §3.4.7 Providing services to verify the acci5racy of drawings or other information furnished by the Owner. §3.4.8 Providing coordination of construction performed by separate contractors or by the:Owner's own forces and coordination of services required in connection with construction performed and equipent supplied by the Owner. §3.4.9 Providing services in comiection with the work of a construction manager or separate consultants retained by the Owner. §3.4.10 Providing detailed estimates of Construction Cost. §3.4.11 Providing detailed quantity surveys or inventories of material,equipment and Iabor. §3.4.12 Providing analyses of owning and operating costs. §3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture,furnishings and related equipment. §3,4.14 Providing services for planning tenant or rental spaces. §3.4.15 Malting investigations,inventories of materials or equipment,or valuations and detailed appraisals of existing facilities. §3.4.16 Preparing a set of reproducible iec6yo drawings showing significant changes in the Work made during construction based on marked-up prints,diawings and other data furnished by the Contractor to tfre Architect. §3.4.17 Providing assistance in the utilization of equipment or systems such as testing,adjusting and balancing, preparation of operation and maintenance manuals,training personnel for operation and maintenance,and consultation during operation. AIA Document B151nA—1997.Copyright©1974,1978,1987,and 1997 by The American Institute of Architects.All rights reserved.WARNING:This Ale Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ale Document, 6 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,a-mall The American Institute of Architects'local counsel,coovdaht(Mamora. §3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment,or in the absence of a final Certificate for Payment,more than 60 days after the date of Substantial Completion of the Work. §3.4.19 Providing services of consultants for other than architectural,structural,mechanical and electrical engineering portions of the Project provided as a part of Basic Services. §3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES §4.1 The Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project,including a written program which shall set forth the Ownei,'s objectives,schedule,constraints and criteria, including space requirements and relationships,flexibility,expandability,special equipment,systems and site requirements.The Owner shall furnish to the Architect,within 15 days after receipt of a written request,information necessary and relevant for the Architect to evaluate,give notice of or enforce lien rights. §4.2 The Owner shall establish and periodically update an overall budget for the Project,including the Construction Cost,the Owner's other costs and reasonable contingencies related to all of these costs. §4.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project.The Owner or such designated representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and.sequential progress of the Architect's services. §4.4 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility Iocations 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;adjacent drainage; rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and-below grade,including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. §4.5 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with reports and appropriate recommendations. §4.6 The Owner shall furnish the services of consultants other than those designated in Section 4.5 when such services are requested by the Architect and are reasonably required by the scope of the Project. §4.7 The Owner shall furnish structural,mechanical,and chemical tests;tests for air and water pollution;tests for hazardous materials;and other laboratory and environmental tests,inspections and reports required by law or the Contract Documents. §4.8 The Owner shall furnish all legal,accounting and insurance services that may be necessary at any time for the Project to meet the Owner's needs and interests.Such services shall include auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of,the Owner. §4.9 The services,information,surveys and reports required by Sections 4.4 through 4.8 shall be furnished at the Owner's expense,and the Arclutect.shall be entitled to rely upon the accuracy and completeness thereof. §4.10 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project,including any errors,omissions or inconsistencies in the Architect's,Instruments of Service. AIA Document 8151*("—1997.Copyright©1974,1978,1987,and 1997 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 Ale Document, 7 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail The American Institute of Architects'legal counsel,copyright @aia.org. ARTICLE 5 CONSTRUCTION COST §51 DEFINITION §5.1.1 The Construction Cost shall be the total cost or,to the.extent.fhe'Project is not completed,the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. §5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed,specified,selected or specially provided for by the Architect,including the costs of management or supervision of construction'or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit.In addition,a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work.. §5.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants,the costs of the laird,rights-of-way and financing or other costs that are the responsibility of the Owner as provided in Article 4. §5.2 RESPONSIBILITY FOR CONSTRUCTION COST §5.2.1 Evaluations of the Owner's Project budget,the prelunina>y estimate of Construction Cost and detailed estimates of Constriction Cost,if any,prepared by the Architect,represent the Architect's judgment as a design professional familiar with the construction industry.It is recognized,however,that neither the Architect nor the Owner has control over the cost of labor,materials or equipment,over the Contractor's methods of determining bid prices,or over 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 Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. §5.2.2 No fixed limit of Construction Cost shall be established as a condition of tilts Agreement by the furnishing,. proposal or establishment of a Project budget,unless such fixed limit has been agreed upon in writing and signed by the parties hereto.If such a fixed limit has been established,the Architect shall be permitted to include contingencies for design,bidding and price escalation,to deteiinin6 what materials,equipment,component systems and"types of construction are to be included in the Cdiitract Documents,to make reasonable adjustments in the scope`of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the Construction Cost to the fixed limit.Fixed limits,if any,shall be increased in the amount of an increase in the ContraccE Surri occurring after execution of the Contract for Construction. §5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner,any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry. §5.2.4 If a fixed limit of Construction Cost(adjusted as provided in Section 5.2.3)is exceeded by the lowest bona fide bid or negotiated proposal,the Owner shall:. .1 give written approval of an increase in such fixed linlit; .2 authorize rebidding or renegotiating of the Project within a reasonable tune; .3 terminate in accordance with Section 8.5;or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. §5.2.5 If the Owner chooses to proceed under Section 5.2.4.4, the Architect,without additional compensation,shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the fixed limit,if established as a condition of this Agreernent:^The modification of such documents without cost to the Owner shall be the limit of the Architect's responsibility under this Section 5.2.5.The Architect shall be entitled to compensation in accordance with this Agreement foi all services performed whether or not the Construction.Phase is ea commenced. and as dened reasonable by ttz6 tlrchitect. '�f2 ARTICLE 6 USE OF ARCHITECT'S INSTRUMENTS OF SERVICE §6.1 Drawings,specifications and other documents,including those in electronic forih,prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect fo this Project.The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all comi-non law,statutory and other reserved rights,including copyrights. AIA Document B151TI-I—1997.Copyright©1974,1978,1987,and 1997 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 AIAoDocumeni, 8 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law, Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail §6,2 Upon execution of this Agreement,the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing,using and maintaining the Project,provided that the Owner shall comply with all obligations,including prompt payment of all sums when due,under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement.Any termination of this Agreement prior to completion of the Project shall terminate this license.Upon such termination,the Owner shall refrain from maldug further reproductions of Instruments of.Ser.vice and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control.If and upon the date the Architect is adjudged in default of this Agreement,the foregoing license shall be deemed terminated and replaced by a second,nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and,where permitted by law,to make changes,corrections or additions to the Instruments of Service solely for purposes of completing,using and maintaining the Project. §6.3 Except for the licenses granted in Section 6.2,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.However,the Owner shall be permitted to authorize the Contractor,Subcontractors,Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by license granted in Section 6,2.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,The Owner shall not use the Instruments of Service for future additions or alterations to this Project or for other projects,unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants.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. §6.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service,the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data,including any special limitations or licenses not otherwise provided in this Agreement. ARTICLE7 DISPUTE RESOLUTION §7.1 MEDIATION may k.R §7.1.1 Any claim,dispute or other matter in question arising out of or related to this Agreement'shal�:be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party.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 arbitration. ��zf 91P. - §7.1.2 The Owner and Aj.�lnitect shall endeavor to resolve claims,disputes and other matters in question between there by mediation which,-uuIess the parties mutually agree ufliefwiae,shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect.Request for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association.The request may be made concurrently with the filing of a demand for arbitration but,in such event,mediation shall proceed in advance of arbitration or legal or equitable 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. §7,1.3 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. —§1.2A8BLTB 4t OL N fir' §7.2.1 Any claim,dispute or o— out of� or related to this Ag-eemet�t:"shall -be-subjecrto-- arbitration.Prior to arbitration, the parties shall end yor_to-resolve-disptiteesy a ei3iatibn�-axcordanee with__ ____ Secti AIA Document 8151 r*+-1997.Copyright©1974,1978,1987,and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AIA'ODocumeni is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIO Document, 9 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail 'rho Amoriran InRIMAP.of Architects'leaal counsel,copyright @ala.org. 2.2 Claims,disputes and other matters in question between the parties that are not resolved by mediation shbe' deco by arbitration al�which,unless the parties mutually agree otherwise,shall be in accordance with the Cp��truction Industry 'tration Rules of the=an Arbitration Association currently in effect.The demand fo•�bitration shall be filed in writinb it the other this Agreement and with the American Arbitration As�e'a1n. §7.2.3 A demand for arbitra' shall be made within a reasonable time after the clai tspute or other matter in question has arisen.In no event s ' the demand for arbitration be made after tJ� ate when institution of legal or equitable proceedings based on such c ' dispute or other matter in quesdk would be-barred by the applicable statute of limitations. §7.2.4 No arbitration arising out of or relating to this Agr ent shall iiicludo;by consolidation or joinder or in any other manner,an additional person or entity not a p to this 'dement,except by written consent containing a specific reference to this Agreement and signe y the Owner;Archu t,and any other person or entity sought to be joined.Consent to arbitration involving dditionai person or entity sha t constitute.consent to arbitration of any claim,dispute or other matter in qu on not described in the written consent or 'th a person or entity not named or described therein.The forego' agreement to arbitrate and other agreements to arbitr with an additional person or entity duly consented to parties to this Agreement shall be specifically enforceable in accbr ante with applicable law in any court havin ' risdiction thereof. §7.2.5 award rendered by the arbitrator or arbitrators shall be final,and judgment maybe entered upon it a rdance with applicable law in any court having jurisdiction thereof.' � §7.3 CLAIMS FOR CONSEQUENTIAL DAMAGES 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`dub.to either party's termination in accordance with Article& ARTICLE 8 TERMINATION OR SUSPENSION §8.1 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'soption,cause for suspension of performance of services under this Agreement.If the Architect elects to suspend-services,prior to suspension of services,the Architect shall give seven days'written notice to the Owner.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. §8.2 If the Project is suspended by the Owner for more than 30 consecutive days,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. §8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days,the Architect may terminate this Agreement by giving not less than seven days'written notice. §8.4 This Agreement may be terminated by either party 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. §8.5 This Agreement may be terminated by the Owner upon not less than seven days'written no_tice to the Architect for the Owner's convenience and without cause. §8.6 In the event of termination not the fault of the Architect,the Architect shall lie compensated for services performed prior to termination,together with Reimbursable Expenses then due and all Te' iniiation Expenses as defined in Section 8.7. AIA Document B151TI^—1997.Copyright©1974,1978,1987,and 1997 by The American Institute of Architects.Airrighls reserved.WARNING:This A10 Document is protected by U.S.Copyright Law and International Treaties,Unauthorized reproduction or distribution of this AIA's Document, 10 or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail §8.7 Temlination Expenses are in addition to compensation for the services of the Agreement and include expenses directly at to termination for which the Architect is not otherwise compensated,plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. ARTICLE 9 MISCELLANEOUS PROVISIONS §9.1 This Agreement shall be governed by the law of the principal place of business of the Architect,unless otherwise provided in Article 12. §9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201,General Conditions of the Contract for Construction,current as of the date of this Agreement. §9,3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion.In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. §9.4 To the extent damages are covered by property insurance during construction,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 the edition of AIA Document A201, General Conditions of the Contract for Construction,current as of the date of this Agreement.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. §9.5 The Owner and Architect,respectively,bind themselves,their partners,successors,assigns and legal representatives to the other party to this Agreement and to the partners,successors, assigns and legal representatives of such other party with respect to all covenants of 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 an institutional lender providing financing for the Project.In such event,the lender shall assume the Owner's rights and obligations under this Agreement.The Architect shall execute all consents reasonably required to facilitate such assignment. §9.6 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. §9.7 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. §9.8 Unless otherwise provided in this Agreement,the Architect and Architect's consultants 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. §9.9 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. §9,10 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.The Architect shall not be required to execute certificates that would require knowledge,services or responsibilities beyond the scope of this Agreement. AIA Document B151 Tf"—1997.Copyright 01974,1978,1987,and 1997 by The American Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAeDocument, 11 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail ARTICLE 10 PAYMENTS TO THE ARCHITECT §10.1 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged-on the Project-and the portion of the cost of their mandatory and customary contributions and benefits related thereto,such as employment taxes and other statutory employee benefits,insurance,sick leave,holidays,vacations,employee retirement plans and similar contributions. §10.2 REIMBURSABLE EXPENSES §10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and iliclude expenses incurred by the Architect and Architect's employees and consultants directly related to the Project;as identified in the following Clauses: .1 transportation in connection with the Project,authorized'out-of-town travel and subsistence,and . electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions,plots,standard form documents,postage,handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings,models and mock-ups requested by the Owner; .6 expense of professional liability insurance dedicated exclusively to thus Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Article 12; .6 other similar direct Project-related expenditures. §10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES §10,11 An initial payment as set forth in Section 1.11 is the minimum payment under this Agreement. §103.2 Subsequent payments for Basic Servides•shall be made monthly and,where applicable,shall be in proportion to services performed within each phase of service,on the basis set forth in Section 11.2.2. §10,3.3 If and to the extent that the time initially established in Section 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect,compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 11.3.2. §10.3.4 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or odteiwise not constructed,compensation for those portions of the Project shall be payable to the extent services are performed on those portions,in accordance with the schedule set forth in Section 11.2.2,based on(1)the lowest bona fide bid or negotiated proposal,or(2)if no such bid or proposal is received,the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. §10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. §10.5 PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty,liquidated damages or other sums withheld from payments to contractors,or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable; §10.6 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services-performed on the basis of hourly rates or a multiple of l)J.irect Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. AIA Document B151^"—1997.Copyright®1974,1978,1987,and 1997 by The American Institute of Architects.All rights-reserved.WARN1146:This Ale Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIO Document, 12 dr any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Tn r nnn nnnvrinht vinlatinnc of AIA Contract Documents,e-mail ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: §11.1 An Initial Payment of N/A ($ N/A )shall be made upon execution of this Agreement and credited to the Owner's account at final payment. §11.2 BASIC COMPENSATION §11.2.1 For Basic Services,as described in Article 2,and any other services included in Article 12 as part of Basic Services,Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums,multiples a)-percentages, and identify phases to which particular methods of compensation apply, if necessary.) Basis of compensation is a Stipulated Sufa of Sixty-one t'rnousand three Tnundred dollars $61,300.00). §11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost,progress payments for Basic Services in-each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Schematic Design: percent( %) Design Development Phase: percent( %) Construction Documents Phase: seventy percent( 70 %) $422,910 Bidding or Negotiation Phase: five percent( 5 %) 3,065 Construction Phase: twenty-five percent( 25 %) 15L:325 , 6f,36, Total Basic Compensation one hundred percent( 100.00% ) §11.3 COMPENSATION FOR ADDITIONAL SERVICES §11.3.1 For Project Representation Beyond Basic Services,as described in Section 3.2,compensation shall be computed as follows; Principal's Time: $lt0/hour, Architect's Tim`: $ 85/hour CADD 'Time: $ 65/hour_ Construction Administr_ati.o.n:. $ 75/11our 0-Cher employees at a ree Hof. 2.75 times direct hourly wage. F AIA Document 8151 TM-1997.Copyright 01974,1978,1987,and 1997 by The American institute of Architects.All rights reserved.WARNING:This AlA6 Document is protected by U.S.Copyright Law and InternallonaI Treaties.Unauthorized reproduction or distribution of this Ale Document, 13 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail Tti-A.,.,,.1—1—t1h R.of Amhilgrts'iPnal Counsel.coovdOht(@aia.or0. §11.3.2 For Additional Services of[he Architect,as described in Articles 3 and 12,other than(1)Additioiial.Project Representation,as described in Section 3.2,and(2)services included in Article 12 as part of Basic Seyviees,.but excluding services of consultants,compensation shall be computed as follows: (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals-dnd employees, and identify Principals and classify employees, if required.Identify specific services to which particular methods-of compensation apply, if necessary.) See parag-caph 11..3.1 abDve §11.3.3 For Additional Services of Consultants,inchiding additional structural,mechanical and electrical engineering services and those provided under Section 3.4.19 or identified in Article 12 as part of Additional Services,a multiple of one and 2/10 ( L2,2 )times the amounts billed to the Architect for such services. (Identify specific types of consultants fiiArticle 12, if required.) ' §11.4 REIMBURSABLE EXPENSES For Reimbursable Expenses,as described in Section 10.2,and any other items included in Article 12 as Reimbursable Expenses,a multiple of tine ( 1.0 )tiines'the expenses incurred by the Architect, the Architect's employees and consultants directly related to the Project. §11.5 ADDITIONAL PROVISIONS §11.5.1 If the Basic Services covered by this Agreement have not been completed within four_tpe l ( 14 )months of the date hereof,tluough no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Sections 10.3.3 and 11.3.2. §11.5.2 Payments are due and payable twemty ( 20 )days from the date of the Architect's invoice. Amounts unpaid tvienty-five ( 25 )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 interest agreed upon.) s.ix percent (6%). (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consiiin'&credit laths and other regulations at the Owner's 477,d Architect's principal places of business, the location of the Project and elsewhere nnay affect the validity of this provision.Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) §11.5.3 Therates and multiples set forth for Additional Services shall be adjusted in accordance with the normal salary review practices of the Architect. AIA Document B151T"—1997.Copyright 1974,1978,1987,and 1997 by The American Institute of Architects.All rights reserved.WARNING:This ' AIAeDocument Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ate Document, (4 or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents;e-mail rnmrJnhJnRlR nm. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other se)-vices, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) See attached Article 12, page 16. See attaclal=d design proposal letter dated 12/9/09. This Agreement entered into as of the day and year first written above, j OWNER ARCHITECT I Coun� of Q=nize �� C rrley Red.foo`a: Zack, Inc. ' I (Signature) ignattirre) Kenriet_h 'E. Redfoot, ATA, LEER AP (Printed name and title) (Printed name and title) j CAUTION:You should sign an original AIA Contract Document,on which[his text appears In 11M.An original assures that changes will not be obscured. AIA Document B1517M-1997.Copyright©1974,1978,1987,and 1997 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. Purchasers are permitted to reproduce ten(10)copies of this document when completed.To report copyright violations of AIA Contract Documents,e-mail The American Institute of Architects'legal counsel,copyright @aia.org. AIA Document B151-1997 page 16 . Phase Il-John M.Link,Jr.,Building Renovation ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 The Designer's ability to adhere to the schedule proposed by the Owner is predicated upon timely receipt of reviews and approvals from the Owner,authorized agencies or agents of the Owner,consultants or contractor hired•by the Owner and local or state agencies having jurisdiction over the project. It is CRZ's understanding that a proposed completion date in the fourth quarter of 2010 is anticipated. 12.2 CONSTRUCTION PHASE: During the construction phase of the work,the term"INSPECTION"shall be defined as follows: "Inspection shall consist of visual observations of materials,equipment or construction work for the purpose of ascertaining that the work is in substantial conformance with the Contract Documents and with the design intent. Others shall not rely upon such inspection as acceptance of the work,nor should it be construed to relieve the Contractor in any way from the obligations and responsibilities the Contractor assumes under the construction contract. Specifically,but without limitation,inspection by the Design Professional shall not require the Design Professional to assume responsibilities for the means and methods of construction,nor for safety on the jobsite." Add the following paragraph to Article 2.6.5: "Site visits shall be made weekly,for the estimated seven(7)-month construction period and are included under Basic Services. If additional trips are required for whatever reason,these trips shall be deemed as Additional Services and will be billed at hourly rates (see 11.3.1). If the completion date of the project is extended,Additional Services will be billed at hourly rates." 12.3 Services not included: a. Printing,postage,reproduction(billed at cost) b. Topographic or boundary surveys C. Subsurface investigation,soil,concrete and soil testing during construction d. Legal fees e. Renderings or models f. Off-site utility design . 9. Town permitting or approval process fees. h. Revising design and details for reduction of cost as required by the Owner or Contractor after each phase of design has been started or completed. i. Cost estimates or guarantee of any cost of the project. j. Mileage Q$0.55/mile. I Link-con12 ' i