HomeMy WebLinkAbout6.p. Contract between the City of Rosemount and Kaas Wilson Architects to Construct the Rosemount Senior Living Project 4ROSEMOLINTEXECUTIVE SUMMARY
CITY COUNCIL
City Council Meeting: April 15, 2014
AGENDA ITEM: Contract between the City of Rosemount AGENDA SECTION:
and Kaas Wilson Architects to Construct Consent
the Rosemount Senior Living Project
PREPARED BY: Kim Lindquist, Community Development AGENDA NO.
Director
ATTACHMENTS: Proposed Contract APPROVED BY: i
RECOMMENDED ACTION: Motion to Approve the Contract between the City of
Rosemount and Kaas Wilson Architects and Authorize the Mayor and City Clerk to sign the
Agreement document.
ISSUE
The City has been working with Makado Group LLC, through Rosemount Senior Living Associates I, LLC,
to construct a 90-unit senior housing project on a portion of the Steeple Center site. The City will retain
ownership of the Steeple Center, Gathering Place and activity center. Since the City owns part of the
property involved in the project, the City needs to enter into a separate agreement with the architect, Kaas
Wilson Architects. The contract explains what the architect will provide to the City as well as what
development responsibilities are the City's and what responsibilities are the architect's.
The contract amount is $119,500. The contract is written with the intention to bid the finish of the second
floor as a bid alternative so that the City Council would be able to choose. The contract included that six (6)
bid alternatives in the basic services and any bid alternatives beyond six (6) would be an additional service. It
is also expected that any bid alternatives that are for items other than the finish of the second floor would be
an additional service. Included in the packet is a proposed contract was drafted by Kaas Wilson and
reviewed, amended and approved by the City Attorney.
RECOMMENDATION
Recommend approval of the attached contract.
AIA Document B101' - 2007
Standard Form of Agreement Between Owner and Architect
AGREEMENT made as of the 14a` day of March in the year 2014
(In words, indicate day, month and year.)
BETWEEN the Architect's client identified as the Owner:
(Name, legal status, address and other information) ADDITIONS AND DELETIONS:
The author of this document
has added information
City pfRosemount needed for its completion.
a »13885 Robert Tr. So. The author may also have
Rosemount,MN 55068 revised the text of the
D original AIA standard form.
An Additions and Deletions
Report that notes added
and the Architect: information as well as
(Name, legal status, address and other information) revisions to the standard
form text...is available..from
the author and should be
Kaas Wilson Architects2104 4 Avenue SouthMinneapolis,MN 55404 reviewed.
This document has important
for the following Project: legal consequences.
(Name, location and detailed description) consultation with an
attorney is encouraged with
respect to-its completion
«1337-Rosemount Activity Center» or modification.
14375 South Robert Trail
Rosemount MN 55068
The Owner and Architect agree as follows.
ELECTRONIC COPYING of any
portion of this AIA' Document
to another electronic file is
prohibited and constitutes a
violation of copyright laws
as set forth in the footer of
this document.
AIA Document 5101'— 2007 (formerly 8151'— 1997). copyright ° 1974, 1979, 1987, 1997 and 2007 by The American Institute of Architects.
All rights reserved. WARNING: This AIA` Document is protected by U.s. Copyright Lag and International Treaties. Unauthorized reproduction
or distribution of this AIA` Document, or any portion of it may result in civil and criminal penalties, and will be prosecuted to 1
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UserhNe on 02/23/2015, and is not for resale.
User Notes (1484290405)
(148429 C405)
TABLE OF ARTICLES
1 INITIAL INFORMATION
2 ARCHITECT'S RESPONSIBILITIES
3 SCOPE OF ARCHITECT'S BASIC SERVICES
4 ADDITIONAL SERVICES
5 OWNER'S RESPONSIBILITIES
6 COST OF THE WORK
7 COPYRIGHTS AND LICENSES
8 CLAIMS AND DISPUTES
9 TERMINATION OR SUSPENSION
10 MISCELLANEOUS PROVISIONS
11 COMPENSATION
12 SPECIAL TERMS AND CONDITIONS
13 SCOPE OF THE AGREEMENT
EXHIBIT A INITIAL INFORMATION
ARTICLE 1 INITIAL INFORMATION
§1.1 This Agreement is based on the Initial Information set forth in this Article I 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, Owner's budget for the Cost of the Work, authorized representatives, anticipated
procurement method, and other information relevant to the Project.)
Based on preliminary programmatic information as drawn by WAI Continuum and from survey provided by Rehder
and Associates
§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:
Summer 2014
.2 Substantial Completion date:
Summer 2015
§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 B1011 - 2007 (formerly 51519. - 1997). Copyright :a 1974, 1978, 1987, 1997 and 2007 by The Americar. Institute of Architects.
All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorised reproduction 2
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(1489290405
§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
$1,500,000
.2 Automobile Liability
$1,500,000
.3 Workers' Compensation
$1,000,000
.4 Professional Liability
$2,000,000
§2.5.1 The Architect shall furnish proof of insurance confirming that it has procured the foregoing required insurance
coverages prior to execution of this Agreement.Such proof shall also confirm that the insurer has agreed that it will not
cancel the insurance without giving the Owner thirty(30)days advance written notice of its intent to cancel.The
Architect shall likewise demand from its consultants proof of insurance meeting the foregoing requirements as a
condition precedent to their engagement to perform services on the project.
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 forthe
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
AIA Document B101'° - 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 i n civil and criminal penalties, and will be prosecuted to 3
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User Notes, 114842904051
the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once
approved by the Owner,time limits established by the schedule shall not,except for reasonable cause,be exceeded
by the Architect or Owner. With the Owner's approval,the Architect shall adjust the schedule, if necessary,as the
Project proceeds until the commencement of construction.
§3.1.4 The Architect shall not be responsible for an Owner's directive or substitution 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 maybe
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.
AIA Document 8101" - 2007 (formerly 8151° - 1997). Copyright Z 1974, 1918, 1987, 1991 and 2007 by The American institute of Architects.
All rights reserved. WARNING: This ALA: 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 i n civil mi vil and criminal penalties, and will be prosecuted to 4
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the maximum extent possible under the law. This draft was produced by AIA software at 18:16:16 oa 03/11/2014 under Order No.1130495262_1
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§3.3 DESIGN DEVELOPMENT PHASE SERVICES
§3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of
any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare
Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and
describe the development of the approved Schematic Design Documents and shall consist of drawings and other
documents including plans, sections,elevations,typical construction details,and diagrammatic layouts of building
systems to fix and describe the size and character of the Project as to architectural,structural, mechanical and
electrical systems,and such other elements as may be appropriate. The Design Development Documents shall also
include outline specifications that identify major materials and systems and establish in general their quality levels.
§3.3.2 The Architect shall update the estimate of the Cost of the Work.
§3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any
adjustments to the estimate of the Cost of the Work,and request the Owner's approval.
§3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES
§3.4.1 Based on the Owner's approval of the Design Development Documents,and on the Owner's authorization of
any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare
Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the
further development of the approved Design Development Documents and shall consist of Drawings and
Specifications setting forth in detail the quality levels of materials and systems and other requirements for the
construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor
will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals,
which the Architect shall review in accordance with Section 3.6.4.
§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,the Architect shall assist the Owner in the
development and preparation of(1)bidding and procurement information that describes the time,place and
conditions of bidding, including bidding or proposal forms;(2)the form of agreement between the Owner and
Contractor;and(3)the Conditions of the Contract for Construction (General, Supplementary and other Conditions),
The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and
Specifications and may include bidding requirements and sample forms.
§3.4.4 The Architect shall update the estimate for the Cost of the Work.
§3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments
to the estimate of the Cost of the Work,take any action required under Section 6.5, and request the Owner's
approval.
§3.5 BIDDING OR NEGOTIATION PHASE SERVICES
§3.5.1 GENERAL
Following the Owner's approval of the Construction Documents,the Architect shall assist the Owner in(1)
obtaining either competitive bids or negotiated proposals; (2)confirming responsiveness of bids or proposals;(3)
determining the successful bid or proposal, if any; and, (4)awarding and preparing contracts for construction.
§3.5.2 COMPETITIVE BIDDING
§3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents.
§3.5.2.2 The Architect shall assist the Owner in bidding the Project by
.1 procuring the reproduction of Bidding Documents for distribution to prospective bidders;
.2 distributing the Bidding Documents to prospective bidders,requesting their return upon completion
of the bidding process,and maintaining a log of distribution and retrieval and of the amounts of
deposits, if any,received from and returned to prospective bidders;
.3 organizing and conducting a pre-bid conference for prospective bidders;
AIA Document 0101° - 2007 (formerly 2151° - 1997). Copyright 3 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects.
All rights reserved.ved. WARNING: This AIA` Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction
or distribution this AIA' Document, or any portion of it, may result i n civil and criminal to nal penalties, and will be prosecuted t 5
a
then u extent possible under the law. This draft was produced by Ala software a r
t 18:16:16 on 03/11/2014 under Order No.1130495262_1
which expires on 02/23/2015, and is not for resale.
User Notes: (1484290405)
.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, if the Bidding Documents permit substitutions,and
shall prepare and distribute addenda identifying approved substitutions to all prospective bidders.
§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 A20I T"'-2007,General Conditions of the Contract for Construction. If the Owner
and Contractor modify ALA 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. Subject to the
requirements of Sections 2.2 and 3.6.2.1,the Architect shall not 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's construction representative reasonably informed
about the progress and quality of the portion of the Work completed, and report to the Owner's construction
representative(I)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
Contractor, Subcontractors,material and equipment suppliers,their agents or employees or other persons or entities
performing portions of the Work.
§3.6.2.3 The Architect shall interpret and decide matters concerning performance under,and requirements of,the
Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests
shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.
§3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable
from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations
and decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor,shall not
show partiality to either,and shall not be liable for results of interpretations or decisions rendered in good faith.The
AIA Document B101° - 2007 (formerly 5151° - 1997). Copyright J 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 6
or distribution of this AIA` Document, or any portion of it, may result i civil and criminal penalties, and vill be prosecuted to
the m extent possible under the law. This draft was produced by AIA in oat 18:16:16 ion 03/11/2014 under Order No.1130495262_
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Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the
Contract Documents.
§3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker,as that
term is defined in AIA Document A201-2007,the Architect shall render initial decisions on Claims=from the
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 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.
§3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has(1)made
exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2)reviewed construction
means, methods,techniques, sequences or procedures, (3)reviewed copies of requisitions received from
Subcontractors and 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 withhold
approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal'.
schedule or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient
time in the Architect's professional judgment to permit adequate review.
§3.6.4.2 In accordance with the 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,and installation or performance of equipment
or systems, which are the Contractor's responsibility.The Architect's review shall not constitute approval of safety
precautions or,unless otherwise specifically stated by the Architect, of any construction means,methods,
techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an
assembly of which the item is a component.
§3.6.4.3 If the Contract Documents 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 professionals.
§3.6.4.4 Subject to the provisions of Section 4.3,the Architect shall review and respond to requests for information
about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests
for information. Requests for information shall include,at a minimum,a detailed written statement that indicates the
specific Drawings or Specifications in need of clarification and the nature of the clarification requested.The
Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with
AIA Document 0101° - 2007 (formerly B151" - 1997). Copyright 6 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects.
All rights reserved.ved. WARNING: This AIA` Document is protected by U.S. Copyright La'w and International Treaties. Unauthorized reproduction
or distribution this AIA' Document, or any portion of it, may result 1 civil and criminal penalties, and will be prosecuted to 7
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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 the Owner against liens; and(3)any other
documentation required of the Contractor under the Contract Documents.
§3.6.6.5 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 42 or in an attached exhibit. If in an exhibit,
identify the exhibit.)
Additional Services Responsibility Location of Service Description
(Architect, Owner (Section 4.2 below or in an exhibit
or attached to this document and
Not Provided) identified below)
§4.1.1 Programming(3202TM_2009) Owner
§4.1.2 Multiple preliminary designs Architect
§4.1.3 Measured drawings Architect
§4.1.4 Existing facilities surveys NP
§4.1.5 Site Evaluation and Planning(B203TM-2007) NP
§4.1.6 Building Information Modeling(E202TM— NP
2008)
§4.1.7 Civil engineering Architect
AIA Document B101. - 2007 (formerly B151. - 1997). Copyright 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects.
All rights reserved.ved. PASNINO: This NIA' Document is protected by U.S. Copyright Lax and International Treaties. Unauthorized reproduction
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§4.1.8 Landscape design Architect
§4.1.9 Architectural Interior Design(B252T^_2007) Architect.
§4.1.10 Value Analysis(B204T"_2007) NP
§4.1.11 Detailed cost estimating NP
§4.1.12 On-site Project Representation(B207TM-2008) Owner
§4.1.13 Conformed construction documents Architect
§4.1.14 As-Designed Record drawings Architect
§4.1.15 As-Constructed Record drawings Architect
§4.1.16 Post occupancy evaluation NP
§4.1.17 Facility Support Services(6210TH-2007) NP
§4.1.18 Tenant-related services NP
§4.1.19 Coordination of Owner's consultants Architect
§4.1.20 Telecommunications/data design NP
§4.1.21 Security Evaluation and Planning(B206TM— NP
2007)
§4.1.22 Commissioning(B211TM-2007) NP
§4.1.23 Extensive environmentally responsible design NP
§4.1.24 LEED®Certification(B2I4T^_2012) NP
§4.1.25 Fast-track design services NP
§4.1.26 Historic Preservation(13205T"_2007) NP
§4.1.27 Furniture,Furnishings, and Equipment Design NP
(B253Tm-2007)
4.128-Entitlement Presentation and drawings coordinated! Architect
with senior housing component
§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.
« »
§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 more than six(6)alternative bid or proposal requests
proposed by the Owner. The Architect's preparation of six(6)alternative bid items or proposal
requests shall be included in the architects basic services and shall be included in the base set of bid
documents that will be submitted for public bid; -.
AIA Document 13101° - 2007 (formerly 8151. - 1997). Copyright 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects.
All rights reserved. WARNING This AIA Document is protected by IT. Copyright Law and International Treaties. Unauthorized reproduction 9
or distribution of this AIA Document, any portion of it, may result r vil and c nal penalties, and will be prosecuted to
the m extent possible under the law, This draft was produced by AIA in at 18:16:16 ron 03/11/2014 under Order No.1130495262_1
which expires on 02/23/2015, and is not for resale.
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.7 Preparation for, and attendance at,more than two(2)public presentation, meeting or hearing; The
Architect's attendance at two (2)public presentations, meetings, or hearings shall be included in the
architects basic services.
.8 Preparation for,and attendance at a more than two(2)dispute resolution proceeding or legal
proceeding,except where the Architect is party thereto;The Architect's attendance at two (2)dispute
resolution proceedings or legal,meetings,or hearings shall be included in the architects basic
services. '.
.9 Evaluation of the qualifications of bidders or persons providing proposals shall be a basic service;
.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,except that the
Architect's Basic Services shall include preparing Change Orders of Constructive Change Directives
when the need therefore arises from the Architect's error or omission;
.4 Evaluating more than five(5)Claims as the Initial Decision Maker;
.5 Evaluating substitutions proposed by the Owner 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 three(3)reviews of each Shop Drawing, Product Data item, sample and similar submittal of the
Contractor
.2 twenty(20)visits to the site by the Architect over the duration of the Project during construction
.3 Three(3)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 Three(3 )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 twelve( 12)months of the date of
this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be
compensated as Additional Services.
ARTICLES 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.
AIA Document 0101° - 2007 (formerly 81517) - 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 ,lo
or distribution of this AIA' Document, or any portion of iq may result i civil and criminal penalties, and will be prosecuted to
the m extent possible under the law. This draft was produced by AlA in cat 18:16:16 ion 03/11/2014 under Order No.1130495262_1
whichaexpir�es on 02/23/2015, and is not for resale.
User Notes:
11484290405
§5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including(1)the budget
for the Cost of the Work as defined in Section 6.1;(2)the Owner's other costs;and,(3)reasonable contingencies
related to all of these costs. if the Owner significantly increases or decreases the Owner's budget for the Cost of the
Work,the Owner shall notify the Architect.The Owner and the Architect shall thereafter agree to a corresponding
change in the Project's scope and quality.
§5.3 The Owner shall identify a representative authorized to act on the Owner's behalf only with respect to specific
matters delegated to the representative in writing by the City Council. In no event shall the owner's respresentative
have authority to agree to any adjustments in the Contract Sum or Contract Time.Adjustments to the Contract Sum
or Contract Time require approval by the City Council. 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 of the project, and 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 withrespect to existing
buildings, other improvements and trees; and information concerning available utility services and lines,both public
and private, above and below grade, including inverts and depths. All the information on the survey shall be
referenced to a Project benchmark.
§5.5 The Owner shall furnish services of geotechnical engineers,which may include but are not limited totest
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.
Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the
Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated
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
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.
AIA Document B101° - 2007 (formerly B151°- 1997). Copyright C 1974, 1978, 1987, 193] 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 ,1 4
or distribution of this AIA' Document, or any portion of it, may result in civil and criminal penalties, and will be prosecuted to
the m extent possible under the law. This draft was produced by AlA nsoftware cat 18:15:15 ion 03/11/2014 under Order No.1130495262_1
which expires on 02/23/2015, and is not for resale.
User Notes:
11484290905)
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 maybe 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 Construction Documents Phase Services,or the budget as adjusted under Section 6.6.1.The
Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this
Article 6.
ARTICLE 7 COPYRIGHTS AND LICENSES
§7.1 The Architect and the Owner warrant that in transmitting Instruments of Service,or any other information,the
transmitting party is the copyright owner of such information or has permission from the copyright owner to
transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of
Service or any other information or documentation in digital form,they shall endeavor to establish necessary
protocols governing such transmissions.
§7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and shall retain all common law,statutory and
AIA Document B101. - 2007 (formerly 8151° - 1997). Copyright 1974, 1978, 1987, 1997 a d 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 ,12
or distribution of this AlA' Document, any portion of it, may result in cavil and ec _ penalties, and will be prosecuted to
the m extent possible under the law- This draft was produced by AlA nsoftware at 18:16:16 criminal n03/11/2014 under Order No.1130495262_1
which expires on 02/23/2015, and is not for resale.
User Notes: 11484290405)
other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official
regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication
in derogation of the reserved rights of the Architect and the Architect's consultants.
§7.3 Upon execution of this Agreement,the Architect grants to the Owner a nonexclusive license to use the
Architect's Instruments of Service solely and exclusively for purposes of constructing, using,maintaining,altering
and adding to the Project,provided that the Owner substantially performs its obligations, including prompt payment
of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the
Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to
authorize the Contractor, Subcontractors, Sub-subcontractors,and material or equipment suppliers, as well as the
Owner's consultants and separate contractors,to reproduce applicable portions of the Instruments of Service solely--- -.
and exclusively for use in performing services or construction for the Project. In the event of termination,the
Owner's non-exclusive license to use the Instruments of Service shall be governed by Section 9.8
§7.4 Except for the licenses granted in this Article 7 and Section 9.8, no other license or right shall be deemed
granted or implied under this Agreement. The Owner shall not assign,delegate, sublicense,pledge or otherwise
transfer any license granted herein to another party without the prior written agreement of the Architect. Any
use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect
and the Architect's consultants.
ARTICLE 8 CLAIMS AND DISPUTES
§8.1 GENERAL
§8.1.1 The Owner and Architect shall commence all claims and causes of action,whether in contract,tort, or
otherwise,against the other arising out of or related to this Agreement in accordance with the requirements of the
method of binding dispute resolution selected in this Agreement within the period specified by applicable law.
§8.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against
each other and against the contractors,consultants,agents and employees of the other for damages,except such
rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2007,General
Conditions of the Contract for Construction. The Owner or the Architect,as appropriate, shall require of the
contractors, consultants,agents and employees of any of them similar waivers in favor of the other parties
enumerated herein.
§8.2 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.Mediation is not a condition precedent to commencing litigation, but if litigation is commenced,the
parties agree to mediate before any diapositive motions or trial.
§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 method other than litigation, the dispute will
be resolved in a court of competent jurisdiction.)
[g D ] Arbitration pursuant to Section 8.3 of this Agreement
IX] Litigation in a court of competent jurisdiction
[ e » ] Other(Specify)
o
AIA Document B101. - 2007 (formerly B151. - 1997). Copyright 3 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 i severe civil and criminal penalties, and will be prosecuted to 13
on
when u extent possible under the law. This draft was produced by AIA nsoftware et 18:16:16 on 03/11/2014 under Order No.1130435262_1
which expires on 02/23/2015, and is not for resale.
User Notes: (19A 9290405)
ARTICLE 9 TERMINATION OR SUSPENSION
§9.1 Except for amounts that are the subject of a good faith dispute, 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 sumsthat are not the subject of a good faith dispute 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 forthe
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.
§9.8 In the event of Termination,and upon payment to the Architect of all sums that are not the subject of a good
faith dispute,the Owner and its designated agents and consultants, shall have a non-exclusive license to use the
Architect's,and its consultant's, Instruments of Service,documents, data, and records relating to the Project, in the
condition they were in on the date of Termination,for the limited purpose of completing,operating,and maintaining
the Project. The Architect's contracts with its consultants shall incorporate provisions whereby its consultants agree
to be bound by the terms of this section. Upon request,the Architect and its consultants shall promptly furnish the
Owner with legible copies of their Instruments of Service,documents,data, and records relating to the Project,and
the Owner shall reimburse the Architect and its consultants for their reasonable copying and clerical expenses
therefor.
ARTICLE 10 MISCELLANEOUS PROVISIONS
§10.1 This Agreement shall be governed by the law of the place where the Project is located.
§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 shallexecute
all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the
AIA Document 8101°- 2007 (formerly 8151°- 1997). Copyright 1974, 1979, 1987, 1997 and 2007 by The American Institute of Architects.
All rights reserved. WARNING This AIA' Document 1s protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction 14
or distribution of this AIA' Document, any portion of it, may result in civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. This draft was produced by AlA nsoftwaee oat 19:16:161 on 03/11/2014 under Order No.1130495262_1
which expires on 02/23/2015, and Is not for resale.
User Notes: (1494290405}
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(1) its employees, (2)those who need to know the content of such information in order
to perform services or construction solely and exclusively for the Project,or(3)its consultants and contractors
whose contracts include similar restrictions on the use of confidential information.
§10.9 Pursuant to Minnesota Statutes§16C.05, Subd.5,Architect agrees that the books,record,documents,and
accounting procedures and practices of Architect,that are relevant to the contract or transaction,are subject to
examination by the Owner and the state auditor for a minimum of six years.Architect shall maintain such records
for a minimum of six years after final payment.
§10.10 Pursuant to Minnesota Statutes§13.05,Subd. 11,all of the data created,collected,received, stored,used,
maintained,or disseminated by Architect in performing this contract is subject to the requirements of the Minnesota
Government Data Practices Act("MGDPA"),Minnesota Statutes Chapter 13,and Architect must comply with those
requirements as if it were a government entity. The remedies in Minnesota Statutes§13.08 apply to Architect.
Architect does not have a duty to provide access to public data to the public if the public data are available from the
Owner.
ARTICLE 11 COMPENSATION
§11.1 For the Architect's Basic Services described under Article 3,the Owner shall compensate the Architect as
follows:
(Insert amount of or basis for, compensation)
$119,500 with adown payment of$10,000.
§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)
Architect shall submit a letter to owner prior to beginning extra services,outlining additional work scope. Owner
shall authorize work in writing prior to work or billing for the work.
§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)
Architect shall submit a letter to owner prior to beginning extra services,outlining additional work scope. Owner
shall authorize work in writing prior to work or billing for the work.
AIA Document B101. - 2007 (formerly B151. - 1997). Copyright 0 1974, 1979, 1967, 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 15
or distribution of this AIA' Document, or any portion of it, may result i civil and criminal penalties, and will be prosecuted to
the m extent possible under the law. This draft was produced by AlA in cat 18:16:16 ior1 03/11/2014 under Order No.1130495262_1
whic-haexpires on 02/23/2015, and is not for resale.
User Notes: (1494290405)
§11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 11.2 or
11.3, shall be the amount invoiced to the Architect plus Five percent(5 %),or as otherwise stated below:
with prior approval.Partner$150/Hour,Project Manager,$120/Hour,Job Captain$100/Hour,Drafter$80/Hour
§11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work,
the compensation for each phase of services shall be as follows:
Schematic Design Phase Fifteen percent ( 15
Design Development Phase « »Twenty percent ( 20 °/D)--
Construction Documents < »Thirty percent ( 30 %)
Phase
Bidding or Negotiation Phase « »Ten percent ( 10 %)
Construction Phase « »Twenty Five percent ( 25 °/D)
Total Basic Compensation one hundred percent ( ` 100 °A)
§11.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are
deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent
services are performed on those portions, in accordance with the schedule set forth in Section 11.5 based on (1)the
lowest bona fide bid or negotiated proposal,or(2) if no such bid or proposal is received,the most recent estimate of
the Cost of the Work for such portions of the Project.The Architect shall be entitled to compensation in accordance
with this Agreement for all services performed whether or not the Construction Phase is commenced.
§11.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any,are set forth
below. If the Architect's Basic Services are not completed within 14 months of execution of this Agreement,
commencing with the 15th month,the hourly billing rates set forth in Section 11.4 shall increase 2.0%.
(If applicable, attach an exhibit of hourly billing rates or insert them below.)
See 11.4
Employee or Category Rate
§11.8 COMPENSATION FOR REIMBURSABLE EXPENSES
§11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include
expenses incurred by the Architect and the Architect's consultants directly related to the Project,as follows:
.1 Transportation and authorized out-of-town travel and subsistence;
.2 Long distance services,dedicated data and communication services,teleconferences,Project Web
sites,and extranets;
.3 Fees paid for securing approval of authorities having jurisdiction over the Project;
.4 Printing, reproductions,plots, standard form documents;
.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 expense of additional insurance coverage or limits if the Owner requests such
insurance in excess of that normally carried by the Architect's consultants;
.9 All taxes levied on professional services and on reimbursable expenses;
.10 Site office expenses;and
.11 Other similar Project-related expenditures.
§11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architect's consultants plus Zero percent(0%)of the expenses incurred.
AIA Document B101° - 2007 (formerly B151° - 1997). Copyright £' 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects.
All rights reserved.ved. WARNING: This AIA` Document is protected by u.5. Copyright Law and International Treaties. Unauthorized reproduction
or distribution this AIA Document, or any portion of it, may result i civil and criminal penalties, and bill be prosecuted to 16
the m extent possible under the law. This draft was produced eby AlA an cat 18:16:16 ion 03/11/2014 under Order No.11304952032_1
which expires on 02/23/2015, and is not for resale.
User Notes: 11484290405)
§11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE
In the event this Agreement is terminated,the Owner's rights to use the Architect's Instruments of Service shall be
governed by§9.8.
§11.10 PAYMENTS TO THE ARCHITECT
§11.10.1 An initial payment of Ten Thousand($10,000)shall be made upon execution of this Agreement and is the
minimum payment under this Agreement.It shall be credited to the Owner's account in the final invoice.
§11.10.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed.— ----
Payments are due and payable upon presentation of the Architect's invoice.Amounts unpaid Sixty(60)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.)
Five%per annum 5
§11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or
liquidated damages on the Architect. The Owner's right, if any,to offset sums due the Architect shall be governed
by applicable law.
§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:
« >8
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 B IOITA1-2007, Standard Form Agreement Between Owner and Architect
.2 AIA Document E20IT^_2007, Digital Data Protocol Exhibit, if completed, or the following:
.3 Other documents:
(List other documents, if any, including Exhibit A, Initial Information, and additional scopes of
service, if any,forming part of the Agreement.)
« »
This Agreement entered into as of the day and year first written above.
OWNER ARCHITECT
(Signature) (Signature)
Kim Lindquist-Community Development Director Link Wilson,Partner
(Printed name and title) (Printed name and title)
AIA Document 8101. - 2007 (formerly B151' - 1997). Copyright 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects.
All rights reserved. WARNING: This ATP' 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 i civil and criminal penalties. and will be prosecuted to Si
the maximum extent possible under the la.C. This draft was produced by AIA nsoftware at 18:16.16 ion 03/11/2014 under Order No.1130495262_1
whiled expires on 02/23/2015, and is not for resale.
User Notes: 11484290405)