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HomeMy WebLinkAbout9.d. Contract for Professional Services - CNH Architects for former St. Joseph's ChurchAGENDA ITEM: Contract For Professional Services CNH Architects for St. Joseph's Church AGENDA SECTION: taW MI nets PREPARED BY: Dan Schultz, Parks and Recreation Director AGENDA NO. ATTACHMENTS: July 8, 2009 Cost Analysis Study Update, and Proposed Contract for Architectural and Engineering Services APPROVED BY: A� RECOMMENDED ACTION: Motion to approve the attached professional services contract with CNH Architects to provide architectural and engineering services for upgrading the former St. Joseph's Church to accommodate public assembly. 4 ROSEMOUNT CITY COUNCIL City Council Special Meeting: August 3, 2009 EXECUTIVE SUMMARY ISSUE During the JuQy 15, 2009 work session, the City Council directed staff to bring forward a professional services contract with CNH Architects for designing improvements to the former St. Joseph's Church. The attached proposal has been provided by CNH Architects and reviewed by the City attorney's office. This proposed contract consists of providing architectural and engineering services to design the necessary improvement to the former St. Joseph's Church to accommodate public assembly. The design work will be based on the improvements outlined in the Cost Analysis Study Update dated July 8, 2009 (attached). The project ci )mponents include a ramp and extension of the stage, the interior and exterior handicap accessibility upgrades, the installation of a fire protection system throughout the church, steeple waterproofing, and structural repair, and roof repair. For the architect's basic services as described in the contract, the City will compensate the architect in the amount of 9.5% of the total construction cost. SUMMARY Staff would like for the City Council to consider contracting with CNH Architects to provide the architectural a.nd engineering services for improvements to the former St. Joseph's Church as outlined in the attached contract. Init. Document B104T" 2007 Standard Form of Agreement Between Owner and Architect for a Project of Limited Scope AGREEMENT made as of the Third day of August in the year Two Thousand Nine (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status address and other information) City of Rosemount Parks and Recreation 13885 South Robert Trail Rosemount, MN 55068 -3438 Telephone Number: 651-322-6000 Fax Number: 651 -322 -6080 and the Architect: (Name, legal status, address and other information) CNH Architects, Inc. 7300 West 147th Street, Suite 504 Apple Valley, MN 55124 Telephone Number: 952- 431 -4433 Fax Number: 952 -431 -3883 for the following Project: (Name, location and detailed description) Former St. Joseph's Church Facility Phase II Rosemount, MN This project consists of providing architectural and engineering services for upgrading the former St. Joseph's Church to accommodate public use for arts and assembly functions. This project will be based on the Schematic Design documents by CNH Architects previously completed for the City of Rosemount for this project and will include Bid Packages 2, 4, and 6 as listed in the August 13, 2008 report. These bid packages include the ramp and extension of the stage, the miscellaneous interior handicap accessibility upgrades and the installation of a fire protection system throughout the Church portion of the building. The work will also include steeple waterproofing and roof repair. This Phase II work will include Design Development, Construction Drawings, Bidding, and Construction Administration services. The Owner and Architect agree as flhllows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document B104T• 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) 3.1.2 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. 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. Init 3.1.3 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 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 discuss with the Owner the Owner's program, schedule, budget for the Cost of the Work, Project site, and 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 Project requirements. 3.2.3 The Architect shall consider the relative 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 schedule and budget for the Cost of the Work. 3.2.4 Based on the Project requirements, the Architect shall prepare Design Documents for the Owner's approval consisting of drawings and other documents appropriate for the Project and the Architect shall prepare and submit to the Owner a preliminary estimate of the Cost of the Work. 3.2.5 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. 316 The Architect shall submit the Design Documents to the Owner, and request the Owner's approval. 3.3 CONSTRUCTION DOCUMENTS PHASE SERVICES 3.3.1 Based on the Owner's approval of Design Documents, the Architect shall prepare for the Owner's approval Construction Documents consisting of Drawings and Specifications setting forth in detail the 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 3.4.4. 3.3.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. 3.3.3 The Architect shall update the estimate for the Cost of the Work. 3.3.4 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. 3.3.5 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 awarding and preparing contracts for construction. 3.4 CONSTRUCTION PHASE SERVICES 3.4.1 GENERAL 3.4.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A107T Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope. If the Owner and Contractor modify AIA Document A107-2007, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. AIA Document B104" 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Init t 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. 3.4.4.2 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. 3.4.4.3 The Architect shall review and respond to written requests for information about the Contract Documents. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. 3.4.5 CHANGES IN THE WORK 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 4.2.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. 3.4.6 PROJECT COMPLETION 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. ARTICLE 4 ADDITIONAL SERVICES 4.1 Additional Services are not included in Basic Services but may be required for the Project. Such Additional Services may include programming, budget analysis, financial feasibility studies, site analysis and selection, environmental studies, civil engineering, landscape design, telecommunications /data, security, measured drawings of existing conditions, coordination of separate contractors or independent consultants, coordination of construction or project managers, detailed cost estimates, on -site project representation beyond requirements of Section 4.2.1, value analysis, quantity surveys, interior architectural design, planning of tenant or rental spaces, inventories of materials or equipment, preparation of record drawings, commissioning, environmentally responsible design beyond Basic Services, LEED Certification, fast -track design services, and any other services not otherwise included in this Agreement. (Insert a description of each Additional Service the Architect shall provide, if not further described in an exhibit attached to this document.) None 4.2 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 4.2 shall entitle the Architect to compensation pursuant to Section 11.3. 4.2.1 The Architect has included in Basic Services Eight 8) site visits over the duration of the Project during construction. The Architect shall conduct site visits in excess of that amount as an Additional Service. 4.2.2 The Architect shall review and evaluate Contractor's proposals, and if necessary, prepare Drawings, Specifications and other documentation and data, and provide any other services made necessary by Change Orders and Construction Change Directives prepared by the Architect as an Additional Service. AIA Document B104TM 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) InIt 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 an an _a shall __,.L services services services as Additional Service under Article 4. 6.4 If the bidding 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 current 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; in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or 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 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. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. AIA Document B104TM 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137 1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) !nit 8.3 ARBITRATION 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. 8.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 8.3.4 CONSOLIDATION OR JOINDER 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Architect under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. AIA Document B104TM 2007. Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Init t 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) I Hourly based on the rates prescribed in Section 11.7. 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 Fifteen percent 15.00% or as otherwise stated below: 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: Design Development Phase Fifteen percent 15 Construction Documents Fifty -five percent 55 Phase Bidding Phase Five percent 5 Construction Phase Twenty -five percent 25 (Row deleted) Total Basic Compensation one hundred percent 100 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. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) I "See attached Exhibit A I (Table deleted) 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; Expense of professional liability insurance dedicated exclusively to this 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; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project- related expenditures. AIA Document BI O4T" 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137 1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Additions and Deletions Report for AIA Document B104 2007 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 11:59:43 on 07/27/2009. PAGE1 AGREEMENT made as of the Third day of August in the year Two Thousand Nine City of Rosemount Parks and Recreation 13885 South Robert Trail Rosemount, MN 55068 -3438 Telephone Number: 651- 322 -6000 Fax Number: 651- 322 6080 CNH Architects, Inc. 7300 West 147th Street, Suite 504 Apple Valley, MN 55124 Telephone Number: ;952- 4314433 Fax Number: 952 431 -3883 Former St. Joseph's Church Facility Phase II Rosemount, MN This project consists of providing architectural and engineering services for upgrading the former St. Joseph's Church to accommodate public use for arts and assembly functions. This proiect will be based on the Schematic Design documents by CNH Architects previously completed for the City of Rosemount for this proiect and will include Bid Packages 2, 4, and 6 as listed in the August 13, 2008 report. These bid packages include the ramp and extension of the stage, the miscellaneous interior handicap accessibility upgrades and the installation of a fire protection system throughout the Church portion of the building. The work will also include steeple waterproofing and roof repair. This Phase II work will include Design Development, Construction Drawings, Bidding, and Construction Administration services. This work is based on the previous studies done by CNH Architects regarding this facility as well as the roofing review provided by the City of Rosemount. None AddlUons and Deletions Report for AIA Document B104"" 2007. Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) 11.10.1 An initial payment of Zero Dollars and Zero Cents 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thirty 30) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. 1.50% monthly None See attached Special Terms and Conditions dated August 3.2009. Quinn Hutson, Principal Additions and Deletions Report for AIA Document B104TM 2007. Copyright 0 1874,1978,1987,1897 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137 1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) 7300 WEST 147TH STREET SUITE 504 APPLE VALLEY, MN 55124 7580 (952) 431 -4433 Hourly Fee Schedule Title Principal Associate Principal Project Manager Architect III Architect II Architect I Designer V Designer IV Designer III Designer II Designer I Tech V Tech IV Tech III Tech II Tech I Administrative Outside consultants will be billed at their standard hourly rates plus a fifteen percent markup. Reimbursables: In -house Copies In -house Color Copies In -house Plots Mileage Per Diem Outside Reproductions Long Distance Telephone Postage and Shipping Delivery Service The above rates are effective January 1, 2008. P: \TEX11P0RMS\HOURPEES- 2008.DOC Bill Rate $160.00 $130.00 $125.00 $120.00 $110.00 $100.00 $115.00 $105.00 $95.00 $85.00 $75.00 $105.00 $95.00 $85.00 $70.00 $50.00 $50.00 $0.25 each $0.50 each $0.35 square foot As specified by IRS $160.00 Overnight trip At Cost At Cost At Cost At Cost SPECIAL TERMS AND CONDITIONS Dated: August 3, 2009 Architect: CNH Architects, Inc. Apple Valley, Minnesota Owner: City of Rosemount, Minnesota Project: Former St. Joseph's Church Facility Phase II These Special Terms and Conditions dated August 3, 2009, hereby become part of the Agreement between the City of Rosemount, Minnesota "Owner and CNH Architects "Architect and shall be incorporated by reference at Article 12 of the AIA B 104 -2007 form agreement. The terms and conditions of the parties' AIA B104-2007 form agreement are modified as follows: 1. Article 2: Insert a new 2.1 to read as follows: "The Architect shall maintain the following insurance for the duration of this Agreement: .1 General Liability: $2,000,000. .2 Automobile Liability: $1,000,000. .3 Workers' Compensation: Minimum limits required by law. .4 Professional Liability: $2,000,000. "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." 2. 3.3.5: Add the following at the end of the sentence: including without limitation evaluating the qualifications of bidders and the responsiveness of bids. 3. 3.4.1.2: Delete the third sentence and insert the following: "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 Section 3.4.2.1, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents." 4. 3.4.1.3: Delete all language and insert the following: "Subject to Section 4.2, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates at the conclusion of the correction period." 5. 3.4.2.4: Delete all language. 6. 3.4.2.5: Delete the phrase "Claims between the Owner and Contractor as provided in the Contract Documents" and replace it with "Claims from the Contractor as provided in the Contract Documents." 7. 4.2.2: Add the following language: `Except that the Architect's Basic Services shall include evaluating Contractor proposals or preparing Change Orders or Constructive Change Directives that are consistent with the original design intent or when the need therefor arises from the Architect's error or omission." 8. 7.3: Delete the last sentence, and insert the following: "The Owner's non- exclusive license to use the Instruments of Service shall be governed by Section 9.8." 9. 7.3.1: Delete 7.3.1. 10. 8.1.1: In the first sentence, delete the phrase "but in any case not more than 10 years after the date of substantial completion." Delete the last sentence. 11. 8.1.3: Delete 8.1.3. 12. 8.2.1: Delete all language and insert the following: "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 dispositive motions or trial." 13. 8.2.2: Delete the first sentence. 14. 8.3: Delete 8.3 in its entirety (i.e., delete 8.3.1 through 8.3.4.3). 15. 9.1: Insert the following language at the beginning of the first sentence: "Except for amounts that are the subject of a good faith dispute, In the fourth sentence modify the phrase "all sums due" to read: "all sums which are not the subject of a good faith dispute 16. 9.6: Delete the phrase "and all Termination Expenses as defined in Section 9.7." 17. 9.7: Delete §9.7. 18. 9.8: Insert a new 9.8 to read as follows: "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 the Project. The Architect's contracts with its consultants shall incorporate provisions binding its consultants to 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." 19. 10.1: Delete the phrase "except that if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3." 20. 11.3: Delete the inserted language and replace it with the following: "Hourly based on the rates prescribed by 11.7." 21. 11.7: Delete the second sentence and insert the following language: "If the Architect's Basic Services are not completed within 12 months of execution of this Agreement, commencing with the 13 month, the hourly billing rates set forth on the attached rate sheet shall increase 2.5 22. 11.8.1.9: Delete 11.8.1.9. 23. 11.8.1.11: Insert the following language at the end of the sentence: "if authorized in advance by the Owner." 24. 11.10.3: Delete all language and insert the following: "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. OWNER ARCHITECT By: By: Its: Its: ROSEMOUNT CITY COUNCIL SPECIAL WORK SESSION PROCEEDINGS JULY 15, 2009 CALL TO ORDER Pursuant to due call and notice thereof a special work session of the Rosemount City Council was held on Wednesday, July 15, 2009 at 7:05 p.m. in the Conference Room at City Hall, 2875 145t Street West, Rosemount. Mayor Droste called the meeting to order with Council Members Bills, DeBettignies, Shoe Corrigan and Weisensel attending. Staff members present included City Administrator Johnson, City Clerk Domeier, Director of Public Works /City Engineer Brotzler, Director of Parks and Recreation Schultz, Community Development Director Lindquist, Finance Director May and City Attorney Vose. DISCUSSION 2.A. FTTH /Rudder Franchise issues City Administrator Johnson summarized the information provided in the staff report. He explained the different scenarios for moving forward. City Attorney Vose agreed with the recommendation proposed by staff to take action on revoking the franchise. He noted it was only speculative that the City would end up owning FTTH/Rudder assets. Mr. Vose also expressed his concerns with the build out schedule included in the current franchise. Discussion was held regarding what would happen when the franchise was revoked. Mr. Vose explained that legally FTTH /Rudder's franchise right to provide video services would end the day of revocation. They could continue internet and phone services because those services are regulated by the PUC. Mr. Vose explained that the 90 -day period of time was to make the City Council intentions known and to help in creating a transition period for FTTH /Rudder to relay to the customers the future of the service. Concern was also raised about the potential of all current services being shut off. It was expressed that the residents should be aware of the proceedings taking place. Discussion was held regarding providing customer's information in a newsletter or sending a letter to the areas served. Mr. Vose stated that typically franchise holders communicate with their customers but noted that the City should be prepared to start the communications if necessary. Mr. Vose explained that the recommended action would require at a resolution at the next City Council meeting. He predicted that FTTH /Rudder would react before that meeting. Further discussion was held regarding the assets of the company. The consensus of the City Council was to move forward with the recommended action as listed in the staff report. 2.B. Rosemount Veteran's Memorial Walk Project Director of Parks and Recreation Schultz provided a summary of the staff report. Mr. Schultz proposed moving forward with the project in phases. He requested feedback from the City Council on moving forward with the project. A timeline for the project was suggested to ensure that the project was completed in a timely fashion. Ed McMenomy and Jeff Nivala were present representing the Veteran's Group and provided more information about the project, the pavers already sold and the phasing. Mr. Nivala believed that installing the entry monument and a first patch of pavers along with ROSEMOUNT CITY COUNCIL SPECIAL WORK SESSION PROCEEDINGS JULY 15, 2009 landscaping would spark the interest of others. Mr. McMenomy stated that local organizations have expressed interest but will not commit until the project is approved. The City Council favored phasing the project and using other areas of town to direct people to the Memorial Walk. Staff would work with the Veteran's Group to determine the phases and projected costs associated with each phase. Mr. Schultz stated that the City Council will hold the first reading of the draft ordinance on August 3 along with taking action on the memorandum of understanding. 2.C. Discussion Regarding Former St. Joseph's Church Facility Director of Parks and Recreation Schultz provided a summary of the staff report including more information on the letters of intent, estimated costs for necessary improvements and the hiring of an architect. Discussion was held about having the arts council meet with the local groups that received letters of intent. Council Member Shoe Corrigan thought that groups should be contacted by phone. Discussion was held regarding having the seniors meet in the gathering space of the facility. Further discussion was held about which portions of the Church or school should be opened and the amount of renovations that were required. Council Member DeBettignies stated he wanted to move forward with the improvements to the church. Council Member Weisensel was concerned about filling the revenue gap. The City Council also talked about the importance of having amenities for the residents. Further discussion of options ranging from razing to the usefulness of the entire property was held. There was also concern about what the public wants with this site after the failure of the bond, coupled with the many families who have attended the church and it being an historical image in Rosemount. Mr. Schultz stated that on August 3` the City Council will have an opportunity to consider an agreement with the architect on developing the plans and specification. 2.D. 2010 Budget Discussion City Administrator Johnson provided a summary of the recommended budget for 2010. Mr. Johnson provided a handout of possible strategies to reduce the tax rate. Discussion was held regarding the salaries and benefits. Mr. Johnson explained that the renewal insurance rates are not available until August 20. He also noted that some salaries are only partially under the City's control. Further discussion was held regarding staffing needs. Further discussion was held regarding the snowplowing of trails and determining the service level the residents expect. Director of Public Works /City Engineer Brotzler stated that trails are not generally plowed as over -time work unless they are considered a priority trail. He added that all other trails are plowed during regular daytime hours. Concerns were also raised with the employee breaks in Public Works. Mayor Droste also talked about the use of contract employees. Mr. Brotzler stated that because development has slowed down and ROSEMOUNT CITY COUNCIL SPECIAL WORK SESSION PROCEEDINGS JULY 15, 2009 facilities have not been added we are currently staffed and equipped adequately for maintenance In the future when new facilities are brought online, our goal is to determine the maximum cost for maintenance and compare with contracted services for certain activities. The tax rate reduction was also discussed and how to present the current budget to the residents. Finance Director May explained the budget timeline moving forward. The City Council did not request any additional meetings at this point. The next budget discussion will be held at the August 12 work session. It will be determined at that time if additional meetings are necessary before setting the preliminary levy on September 1. UPDATES 2.A. Updates by City Council /Staff Crosscroft Neighborhood Event City Administrator Johnson questioned attendance at an August 6 neighborhood event. There will be a majority of Council Members attending so the meeting will be posted per open meeting laws. Phone Bids City Administrator Johnson provided an update the quotes received for the new phones. Finance Director May stated that a quote was accepted by staff after the quote process was closed. They have spoken with City Attorney LeFevere and he provided direction that all vendors can resubmit a quote or an apology be made. Both Mr. Johnson and Mr. May provided an update on the current quote procedure and how to proceed. The City Council directed staff to proceed with the original quotes. Leprechaun Days Council Member Bills provided an update on the Parade for the Pantry event at the annual parade. Waterford Commons Project Mayor Droste commended Community Development Director Lindquist and her staff for their great work on the Downtown project. He received positive feedback from the developer regarding his experience in working with the City. ADJOURNMENT There being no further business to come before the City Council and upon a motion by Droste, second by DeBettignies, the meeting was adjourned at 10:55 p.m. Respectfully submitted, Amy Domeier, City Clerk Owner: City of Rosemount. REQUEST FOR PROPOSAL Request for Proposals: The City of Rosemount is requesting proposals from interested and qualified manufacturers and their product representatives for supplying and installing play equipment at Brockway Park (see enclosed map). Contact: Questions_ regarding the RFP should be directed to Tom Schuster, Parks Supervisor, 13885 South Robert Trail, Rosemount, MN 55068, (651) 322 -6005. Submission: One copy of the proposal shall be submitted to the Parks Supervisor, as identified above, no later than 4:30 P.M., Friday, July 10, 2009. Late submittals will not be accepted. Acceptance: The City of Rosemount reserves the right to cancel the Request for Proposal at any time or for any reason which serves the best interest of the City. The City of Rosemount also reserves the right to reject proposals and bids based on the evaluation of submitted materials and to accept proposals other than those exhibiting the lowest price. Preparation: The City of Rosemount will not be responsible for any costs incurred by those submitting a proposal and bid. Owner's Right to Revisions: The owner reserves the right to revise the scope of the project based on budget limitations and other considerations. The vendor will be expected to assist the owner in redesigning the project as warranted, based on these considerations. The owner also reserves the right to select all or part of a proposal as well as to select desirable aspects from any number of proposals. Evaluation Criteria: Each proposal will be evaluated against the following criteria: 1) Overall design 2) Quality of materials (including warranty and service) 3) Price 4) Delivery and installation time frame. Please indicate the maximum time needed to complete the project from the time of signing the contract 5) References and review of previous installations Contract Requirements: Each proposal must meet the City of Rosemount's standard contract requirements, which include insurance and other provisions. A copy of those provisions is attached. The owner reserves the right to reject proposals that do not meet these requirements. C:\Documents and Settings \ajd\Local Settings \Temporary Internet Files \OLKDS\Playground RFP.doc BROCKWAY PARK Site Description: A map of the proposed site plan is attached. The proposed play area, approximately 75 x 75 feet in size, is identified on the enclosed map. The site presents no known unusual problems to overcome with installing play equipment. The owner will install a bituminous path to the play area providing access to the site and concrete sidewalk immediately adjacent to the play area forming its border on two sides (as shown on concept plan). Please note that the playground area does not necessarily have to be square or rectangular as shown on the concept plan. The concrete curb forming the two sides opposite the concrete sidewalk will be designed after the playground configuration is determined, thereby allowing for a curvilinear or free formed shape on these northeast and southeast sides of the playground. All interested respondents are encouraged to become familiar with the project site before submitting a proposal. Project Timeline: The City will require the project to be completed in the early autumn of 2009. Project Budget: The price of the equipment, safety surfacing, and installation should not exceed $55,000.00 A summary of the project is listed below: The following project costs should not exceed $55,000.00: 1) Purchase and installation of play equipment components. 2) Purchase and installation of engineered wood fiber to comply with current ADA standards. 3) Purchase and installation of half inch river rock base material for surfacing 4) Insurance, cost of design, overhead, and similar costs. Work Provided by Owner (not to be included in the $55,000.00): 1) Site preparation 2) Concrete border and external access trails. Design Criteria: The proposal should meet current Consumer Product Safety Commission guidelines, ASTM requirements and ADA standards. Please indicate how your proposal will meet the current ADA standards. Brockway is a new park in a new residential neighborhood. The park is named after the Brockway Glass factory that occupied the site for several decades until it was demolished and the site redeveloped as residential property just a few years ago. Surrounding the old factory was a nine hole golf course. The new park and an adjacent disc golf course are located on the former golf course site. The park is being developed this year and will contain internal trails, a sun shelter, a basketball court, horse shoe pits, and a ballfield. The play equipment should include, but is not limited to, the following components: One play equipment structure appropriate for children ages 5 12. Include a climbing wall/rock type piece of equipment in this structure. The preferred color scheme would be earth tones rather than bright colors. One play equipment structure that reflects some aspect or character of the park and surrounding area as described above. This thematic play structure must be appropriate for children ages 2 5. Once again, the preferred color scheme would be earth tones. A separate swing structure should be included containing two (2) tot swings and two (2) belt swings with the option of replacing one swing at a later date with one (1) swing accessible by wheelchair. Signage indicating the age appropriateness of playground equipment. Two (2) six foot inground benches with backs. Please locate within the proposed border. Delivery and Installation: It will be the responsibility of the Contractor to be on -site to unload playground components and equipment, and to store these components until such time as they are installed. The Owner bears no responsibility for handling or storing the playground equipment until the installation is completed and the project is accepted. C:\Documents and Settings \ajd\Local Settings \Temporary Internet Files \OLKDS\Playground RFP.doc Vendor i/{ Aelp- SO< Lt S' 5. Delivery and installation time frame. (10 pts) 6. Quality of Proposals, References (10 pts) L: \TOM\Park Projects\Brockway Park\PJaygrouod proposal evaluation forms.doc Brockway Park Playground Submittal Evaluation July 20, 2009 1. Play Value number and quality of play features (25 pts) 2. Overall design layout and use of available space. (25 pts) 3. Play value of thematic feature Age appropriateness, of users, and'other complimentary features. (15 pts) 4. Quality of materials Size of posts and durability of finishes (15 pts) Total Vendor 1. Play Value number and quality of play features (25 pts) 2. Overall design layout and use of available space. (25 pts) 3. Play value of thematic feature Age appropriateness, of users, and'other complimentary features. (15 pts) 4. Quality of materials Size of posts and durability of finishes (15 pts) 5. Delivery and installation time frame. (10 pts) 6. QuAlity of Proposals, References (10 pts) L:1TOM1ParkProfacts\Brack-way Parialayground proposal evaluation forms.doo Brockway Park Playground Submittal Evaluation July 20, 2009 Total Pts. tL a 7 A11'1' 1 ij Vendor GG Brockway Park Playground Submittal Evaluation July 20, 2009 Lis ct 1. Play Value number and quality of play features (25 pts) 2. Overall design layout and use of available space. (25 pts) 3. Play value of thematic feature Age appropriateness, of users, and'other complimentary features. (15 pts) 4. Quality of materials Size of posts and durability of finishes (15 pts) 5. Delivery and installation time frame. (10 pts) 6. Quality of Proposals, References (10 pts) LATOM1Park Projectallrockway Padc\P layproundproposalevaluationforms .doo Total Pts. 10 Vendor P1. L:1TOM1Padc Projects \Brockway Puk1Playgramd Proposal evaluation formadoc Brockway Park Playground Submittal Evaluation July 20, 2009 1. Play Value number and quality of play features (25 pts) 2. Overall design layout and use of available space. (25 pts) Total Pts. A. 3. Play value of thematic feature Age appropriateness, of users, and 'other complimentary features. (15 pts) I 4. Quality of materials Size of posts and durability of finishes (15 pts) 5. Delivery and installation time frame. (10 pts) 6. Quality of Proposals, References (10 pts) 5 5. Delivery and installation time frame. (10 pts) 6. Quality of Proposals, References (10 pts) L:\TOM1Park Projects \Brockway Park\Playgrouod proposal evaluation forms.doo Brockway Park Playground Submittal Evaluation July 20, 2009 Vendor IAA ATco ilk- 1. Play Value number and quality of play features (25 pts) 2. Overall design layout and use of available space. (25 pts) 3. Play value of thematic feature Age appropriateness, of users, and other complimentary features. (15 pts) Total Pts. r ti C 4. Quality of materials Size of posts and durability of finishes (15 pts) 1 a- 1 f f� k \TOM1ParicPmjeeta\Brockway P ark\Playgrotmd proposal evaluation ibrms .doe Brockway Park Playground Submittal Evaluation July 20, 2009 Vendor at C4 Re e>L2 tie^'` 1. Play Value number and quality of play features (25 pts) 2. Overall design layout and use of available space. (25 pts) 3. Play value of thematic feature Age appropriateness, of users, and'other complimentary features. (15 pts) 4. Quality of materials Size of posts and durability of finishes (15 pts) 5. Delivery and installation time frame. (10 pts) 6. Quality of Proposals, References (10 pts) Total Pts. d-0 Vendor LV Lb -(/g s -S �7 1. Play Value number and quality of play features (25 pts) 2. Overall design layout and use of available space. (25 pts) 3. Play value of thematic feature Age appropriateness, of users, and'other complimentary features. (15 pts) 4. Quality of materials Size of posts and durability of finishes (15 pts) 5. Delivery and installation time frame. (10 pts) 6. Quality of Proposals, References (10 pts) L:\TOM1ParkProj uBrockwayParlaPlaygroundproposa levaluationfornx.doo Brockway Park Playground Submittal Evaluation July 20, 2009 Total Pts. as 2 ce '25 Vendor VUL (76 Brockway Park Playground Submittal Evaluation July 20, 2009 t7 1. Play Value number and quality of play features (25 pts) 2. Overall design layout and use of available space. (25 pts) Pts. 3. Play value of thematic feature Age appropriateness, of users, and'other complimentary features. (15 pts) 4. Quality of materials Size of posts and durability of finishes (15 pts) 5. Delivery and installation time frame. (10 pts) (o 6. Quality of Proposals, References (10 pts) 7 -7 Total J L:\TOMMPark ProjectiOrockway Park\Playground proposal evaluation forms.doc Vendor E Fel Brockway Park Playground Submittal Evaluation July 20, 2009 Pts. 1. Play Value number and quality of play features (25 pts) 1 2. Overall design layout and use of available space. (25 pts) t 3. Play value of thematic feature Age appropriateness, of users, and'other complimentary features. (15 pts) 4. Quality of materials Size of posts and durability of finishes (15 pts) S 5. Delivery and installation time frame. (10 pts) 0 6. Quality of Proposals, References (10 pts) Co L:1TOMWads ProJeetslBrockway Park\Piayground proposal evaluation fbrms.doe Total Vendor L.r-_—'e-ti7 ifj 1. Play Value number and quality of play features (25 pts) 2. Overall design layout and use of available space. (25 pts) 3. Play value of thematic feature Age appropriateness, of users, and'other complimentary features. (15 pts) 4. Quality of materials Size of posts and durability of finishes (15 pts) 5. Delivery and installation time frame (10 pts) 6. Quality of Proposals, References (10 pts) L:1TOMMPark ProjeasSrockway PuldPltyground proposal evaluation forms.doo Brockway Park Playground Submittal Evaluation July 20, 2009 Total Pts. ID g B. 5 kp Supplier CiAtAkt2 C7 "~'Q D 16 Max. Height Play Events 2.- 5 yrs. 5 -12 yrs ai 't- Sco __S Slides S� Swings Climbers Spring Riders Fitness event Panels `a Overhead events Balance Events 0 Other Unique features Post Size 3.5" Theme OD Po Shipping References tuo aJ -uE r, Lf'r sczY RL4 Playground Comparison x' S 9- t-V3 Ott Z1 Notes Impressions: 20o c s Loop •DES (o w/ S14 10- a9 CC ES pt,toc 1 dk p v es a 5'FY24u N e er n4LL SL,.. S fe�L�1/SOe v� r Supplier L t 7 5 Max. Height 6 110 Play Events 9'i 2 5 yrs. Slides Swings Climbers Panels Overhead events Balance Events Post Size Theme IL tf) Notes Impressions: .4- f0 1 3.5" Y Playground Comparison 5" K 5 -12yrs 11 4 Swe e l S. Pitt in 1"0 ys lAv i -3-4 5 0 a LtLat. Supplier Max. Height /r Play Events 2 5 yrs. 3 5 —12 yrs l!/ Slides Swings Climbers Panels Overhead events Balance Events Theme Notes Impressions: )C Ct. T Pte\/ 8q Post Size 3.5" Playground Comparison 5 e s N L Qw1 ben( 06(.) 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Height B y Play Events f 7 2.- 5 yrs. S' Slides 3 Swings L I Climbers S Spring Riders 0 Fitness event Panels 4 Overhead events t Balance Events Other Unique features 614.45:111.21 co I rtsS PA, ets 6. oL re' r 0.46OQ -y Sp' ail- -(v 4..2( S ��yv�O (Z-� ;J ©ttW Boaprz 5 r SeLoo Notes Impressions: Jo_ c 4 f 1 1�1 r x. �0.13rVI" dO F CveddLT S, 644- ,t s 1 Le. 3 P•4c.. 2eAL caL- TES T 5 5 -12yrs Iv 4 3 t N e-tft k3 6,ULf *vl Playground Comparison Supplier Wt. r!zr,4£. La t.4aca 13 e 4 Max. Height '78 `F dip o p- f z/ P k 0 .0- Si. P Play Events a` i 2. -5yrs. 5 12 -y-rs_ `t s ._.__,7?" Slides Swings Climbers Spring Riders Fitness event Panels 3 Overhead events Balance Events Other Unique features Post Size 3.5" 5" Ng- Theme is Shipping 3 L{ Cc.) 14S References i. ►4 I L e t0v 4 PC?rwt.O ,ITZ1 6 AOIS Notes Impressions: No Loop I hN Ckn., TDr c vk r e'dt.oss a rz-0 -0 t $wfJ 1b No S a K) tz u414. S ib /4/ (dg's T ,Der-t45 Supplier Py 1L.9 are. Max. Height l b Play Events 3 2•- 5 yrs. 5 —12 yrs le Slides Swings Climbers Spring Riders Fitness event Panels Overhead events Balance Events Other Unique features Post Size Theme Shipping References Playground Comparison "S 9 5 0°1 oi Notes Impressions: `s ue �e�S q Sp+'�, rut� AMC-5 t-L5 t Po✓ F S tW C 'O es i to i `3 +14 LC ,Ds tG5 X42 ALL S [r r De -5 04-(z& LA-rz 5040-%.Q. 4rr. -1 Dori izsvrL. t� 4e.caa55 i C.,'1 Supplier EF4 N Max. Height 1 Play Events I 2•- 5 yrs. 5 —12 yrs 8 Slides Swings Climbers Spring Riders Fitness event Panels Overhead events Balance Events Post Size Theme Shipping References 3.5" Playground Comparison /4-mase-o- l0 d Lj o repo-o& Other Unique features G(,h w.► 12 0e- 16 5 PlOva W Hub() &rw "C w" Notes Impressions: Y.4.0 es( a-s �ul 6bmD Ee t4N& (44 .Q.s 7-1 t y-e Zoe, oz. Cols o sL t AC'S e.nt:. Q 6 .D5 K, 1 -r .t: s r, w S k iA-t s .1/4). c +cC u 5� of `oe.l!wcY 1-4111 SPPr2-1 a -roy S -hoc Zt WAIL' 'AS S rc.. rt1�5 �u L p, l� e- W v Svtn. vf-t- I-l rfl t sets 4.44-0 t e-c tbit tzb Ctswzcer 2_ oo.)cl Supplier (U',u� t'`,�` 3 "1 a- J Max. Height q k Play Events a 2.- 5 yrs. 5� Slides �l Swings 4 Climbers Spring Riders `Z Fitness event to Panels Overhead events e D- Balance Events 3 Other Unique features Post Size Theme /V Shipping References 3.5" 4- Co to mizs No40 Playground Comparison 5" Notes Impressions: VD eooF �'G2.,�HP.� F 14A,0 i)ES' 1 1 'zesTr .L AS- LE /1Zcc t ST, ,'J 5 -12yrs /8 '-l' Scai"''s. xe�1C?2,4tv2 3416N s i vE S C Lc wt a etz- ati items So wt.., 0-0 /-------c,7 e �s t b eJ 6, ,a wi W e L Li>Jt.e'c0 Few` ro a*, N6 -7-0 a D,,x I1 -1 The aes t' t= t €Q w c vow...e., rPa t` bd Vc C 5 t 4'AS P.2.e. -F lN Fo g- Pc c..TL.rXES SPECIAL TERMS AND CONDITIONS Dated: August 3, 2009 Architect: CNH Architects, Inc. Apple Valley, Minnesota Owner: City of Rosemount, Minnesota Project: Former St. Joseph's Church Facility Phase II These Special Terms and Conditions dated August 3, 2009, hereby become part of the Agreement between the City of Rosemount, Minnesota "Owner and CNH Architects "Architect and shall be incorporated by reference at Article 12 of the AIA B 104 -2007 form agreement. The terms and conditions of the parties' AIA B104-2007 form agreement are modified as follows: 1. Article 2: Insert a new 2.1 to read as follows: "The Architect shall maintain the following insurance for the duration of this Agreement: .1 General Liability: $2,000,000. .2 Automobile Liability: $1,000,000. .3 Workers' Compensation: Minimum limits required by law. .4 Professional Liability: $2,000,000. "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." 2. 3.3.5: Add the following at the end of the sentence: including without limitation evaluating the qualifications of bidders and the responsiveness of bids." 3. 3.4.1.2: Delete the third sentence and insert the following: "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 Section 3.4.2.1, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents." 4. 3.4.1.3: Delete all language and insert the following: "Subject to Section 4.2, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates at the conclusion of the correction period." 5. 3.4.2.4: Delete all language. 6. 3.4.2.5: Delete the phrase "Claims between the Owner and Contractor as provided in the Contract Documents" and replace it with "Claims from the Contractor as provided in the Contract Documents." 7. 4.2.2: Add the following language: `Except that the Architect's Basic Services shall include evaluating Contractor proposals or preparing Change Orders or Constructive Change Directives that are consistent with the original design intent or when the need therefor arises from the Architect's error or omission." 8. 7.3: Delete the last sentence, and insert the following: "The Owner's non- exclusive license to use the Instruments of Service shall be governed by Section 9.8." 9. 7.3.1: Delete 7.3.1. 10. 8.1.1: In the first sentence, delete the phrase "but in any case not more than 10 years after the date of substantial completion." Delete the last sentence. 11. 8.1.3: Delete 8.1.3. 12. 8.2.1: Delete all language and insert the following: "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 dispositive motions or trial." 13. 8.2.2: Delete the first sentence. 14. 8.3: Delete 8.3 in its entirety (i.e., delete 8.3.1 through 8.3.4.3). 15. 9.1: Insert the following language at the beginning of the first sentence: "Except for amounts that are the subject of a good faith dispute, In the fourth sentence modify the phrase "all sums due" to read: "all sums which are not the subject of a good faith dispute 16. 9.6: Delete the phrase "and all Termination Expenses as defined in Section 9.7." 17. 9.7: Delete §9.7. 18. 9.8: Insert a new 9.8 to read as follows: "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 the Project. The Architect's contracts with its consultants shall incorporate provisions binding its consultants to 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." 19. 10.1: Delete the phrase "except that if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3." 20. 11.3: Delete the inserted language and replace it with the following: "Hourly based on the rates prescribed by 11.7." 21. 11.7: Delete the second sentence and insert the following language: "If the Architect's Basic Services are not completed within 12 months of execution of this Agreement, commencing with the 13 month, the hourly billing rates set forth on the attached rate sheet shall increase 2.5 22. 11.8.1.9: Delete 11.8.1.9. 23. 11.8.1.11: Insert the following language at the end of the sentence: "if authorized in advance by the Owner." 24. 11.10.3: Delete all language and insert the following: "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. OWNER ARCHITECT By: By: Its: Its: e� Document B104TM 2007 Standard Form of Agreement Between Owner and Architect for a Project of Limited Scope 1 AGREEMENT made as of the Third day of August in the year Two Thousand Nine (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) City of Rosemount Parks and Recreation 13885 South Robert Trail Rosemount, MN 55068 -3438 Telephone Number: 651 -322 -6000 Fax Number: 651- 322 -6080 and the Architect: (Name, legal status, address and other information) CNH Architects, Inc. 7300 West 147th Street, Suite 504 Apple Valley, MN 55124 Telephone Number: 952- 431 -4433 Fax Number: 952- 431 -3883 for the following Project: (Name, location and detailed description) Former St. Joseph's Church Facility Phase II Rosemount, MN This project consists of providing architectural and engineering services for upgrading the former St. Joseph's Church to accommodate public use for arts and assembly functions. This project will be based on the Schematic Design documents by CNH Architects previously completed for the City of Rosemount for this project and will include Bid Packages 2, 4, and 6' as listed in the August 13, 2008 report. These bid packages include the ramp and extension of the stage, the miscellaneous interior handicap accessibility upgrades and the installation of a fire protection system throughout the Church portion of the building. The work will also include steeple waterproofing and roof repair. This Phase II work will include Design Development, Construction Drawings, Bidding, and Construction Administration services. The Owner and Architect agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document B104 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American institute of Architects. All rights reserved. WARNING: This Int AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Init. i TABLE OF ARTICLES INITIAL INFORMATION ARCHITECT'S RESPONSIBILITIES SCOPE OF ARCHITECT'S BASIC SERVICES ADDITIONAL SERVICES OWNER'S RESPONSIBILITIES COST OF THE WORK COPYRIGHTS AND LICENSES CLAIMS AND DISPUTES TERMINATION OR SUSPENSION MISCELLANEOUS PROVISIONS COMPENSATION SPECIAL TERMS AND CONDITIONS SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION 1.1 This Agreement is based on the Initial Information set forth below: (State below details of the Project's site and program, Owner's contractors and consultants, Owner's budget for the Cost of the Work, and other information relevant to the Project.) This work is based on the previous studies done by CNH Architects regarding this facility as review provided by the City of Rosemount. Architect's consultants, well as the roofing 1.2 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 The Architect shall provide the professional services set forth in this Agreement 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. 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. 3.1.1 The Architect shall be entitled to rely on (1) the accuracy and completeness of the information furnished by the Owner and (2) the Owner's approvals. 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. AIA Document B104 Ty 2007. Copyright 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No. 1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) init. 3.1.2 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. 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. 3.1.3 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 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 discuss with the Owner the Owner's program, schedule, budget for the Cost of the Work, Project site, and 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 Project requirements. 3.2.3 The Architect shall consider the relative 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 schedule and budget for the Cost of the Work. 3.2.4 Based on the Project requirements, the Architect shall prepare Design Documents for the Owner's approval consisting of drawings and other documents appropriate for the Project and the Architect shall prepare and submit to the Owner a preliminary estimate of the Cost of the Work. 3.2.5 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. 3.2.6 The Architect shall submit the Design Documents to the Owner, and request the Owner's approval. 3.3 CONSTRUCTION DOCUMENTS PHASE SERVICES 3.3.1 Based on the Owner's approval of the Design Documents, the Architect shall prepare for the Owner's approval Construction Documents consisting of Drawings and Specifications setting forth in detail the 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 3.4.4. 3.3.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. 3.3.3 The Architect shall update the estimate for the Cost of the Work. 3.3.4 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. 3.3.5 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 awarding and preparing contracts for construction. 3.4 CONSTRUCTION PHASE SERVICES 3.4.1 GENERAL 3.4.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A107TM -2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope. If the Owner and Contractor modify AIA Document A107 -2007, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. AIA Document B104'a 2007. Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Init. 3.4.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. 3.4.1.3 Subject to Section 4.2, 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. 3.4.2 EVALUATIONS OF THE WORK 3.4.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 42.1, 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 observations to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. 3.4.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and has the authority to require inspection or testing of the Work. 3.4.2.3 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. 3.4.2.4 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. 3.4.2.5 The Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. 3.4.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR 3.4.3.1 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 3.4.2 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. 3.4.3.2 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. 3.4.4 SUBMITTALS 3.4.4.1 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 AIA Document B104T" 2007. Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No. 1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Ink. 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. 3.4.4.2 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. 3.4.4.3 The Architect shall review and respond to written requests for information about the Contract Documents. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. 3.4.5 CHANGES IN THE WORK 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 4.2.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. 3.4.6 PROJECT COMPLETION 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. ARTICLE 4 ADDITIONAL SERVICES 4.1 Additional Services are not included in Basic Services but may be required for the Project. Such Additional Services may include programming, budget analysis, financial feasibility studies, site analysis and selection, environmental studies, civil engineering, landscape design, telecommunications /data, security, measured drawings of existing conditions, coordination of separate contractors or independent consultants, coordination of construction or project managers, detailed cost estimates, on -site project representation beyond requirements of Section 4.11, value analysis, quantity surveys, interior architectural design, planning of tenant or rental spaces, inventories of materials or equipment, preparation of record drawings, commissioning, environmentally responsible design beyond Basic Services, LEED® Certification, fast -track design services, and any other services not otherwise included in this Agreement. (Insert a description of each Additional Service the Architect shall provide, if not further described in an exhibit attached to this document) 4.2 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 4.2 shall entitle the Architect to compensation pursuant to Section 11.3. 4.2.1 The Architect has included in Basic Services Eight 8 site visits over the duration of the Project during construction. The Architect shall conduct site visits in excess of that amount as an Additional Service. 4.2.2 The Architect shall review and evaluate Contractor's proposals, and if necessary, prepare Drawings, Specifications and other documentation and data, and provide any other services made necessary by Change Orders and Construction Change Directives prepared by the Architect as an Additional Service. AIA Document 13104TM 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. AN rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) !nit 4.2.3 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. ARTICLE 5 OWNER'S RESPONSIBILITIES 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate give notice of or enforce lien rights. 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and (3) reasonable contingencies related to all of these costs. If the Owner significantly 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 furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, a written legal description of the site and services of geotechnical engineers or other consultants when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. 5.4 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 require that its consultants maintain professional liability insurance as appropriate to the services provided. 5.5 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. 5.6 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. 5.7 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. 5.8 The Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. 5.9 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights -of -way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot AIA Document B104 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Init. 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 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 current 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 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. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. AIA Document B104TM 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No. 1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Init. 7.3.1 In the event the Owner uses the Instruments of Service without retaining author of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. ARTICLE 8 CLAIMS AND DISPUTES 8.1 GENERAL 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A107TM -2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope. The Owner or the Architect, as appropriate, shall require of contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 8.1.3 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.6. 8.2 MEDIATION 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. 8.2.2 Mediation, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. 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. 8.2.3 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.) Arbitration pursuant to Section 8.3 of this Agreement X Litigation in a court of competent jurisdiction Other (Specify) AIA Document B104TM 2007. Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Init 8.3 ARBITRATION 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof 8.33 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof 8.3.4 CONSOLIDATION OR JOINDER 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or `entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Architect under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. AIA Document 8104" 2007. Copyright 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of thls AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Init. 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. 9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. 9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. ARTICLE 10 MISCELLANEOUS PROVISIONS 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A107 -2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope. 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 or consents, the proposed language of such certificates or consents 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 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 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. However, the Architect's materials shall not include information the Owner has identified in writing as confidential or proprietary. ARTICLE 11 COMPENSATION 11.1 For the Architect's Basic Services as described under Article 3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) of the total construction cost. 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.) AIA Document B104 2007. Copyright 01974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) Hourly based on the rates prescribed in Section 11.7. 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 Fifteen percent 15.00% or as otherwise stated below: 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: Design Development Phase Fifteen percent 15 Construction Documents Fifty -five percent 55 Phase Bidding Phase Five percent 5 Construction Phase Twenty -five percent 25 (Row deleted) Total Basic Compensation one hundred percent 100 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. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If attach an exhibit of hourly billing rates or insert them below.) See attached Exhibit A (Table deleted) 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; Expense of professional liability insurance dedicated exclusively to this 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; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project- related expenditures. AIA Document D104'" 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This int AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This t document was produced by MA software at 11:59:43 on 07/27/2009 under Order No.1000384137 1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Init. 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus Zero percent 0.00 of the expenses incurred. 11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing, using and maintaining the Project as follows: 11.10 PAYMENTS TO THE ARCHITECT 11.10.1 An initial payment of Zero Dollars and Zero Cents 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thirty 30 days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to off set sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Spec terms and cond that mod th Agreement are as follows: I See attached Special Terms and Conditions dated August 3, 2009. 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 incorporates the following documents listed below: (List other documents, if any, including additional scopes of service and ALA Document E201 TM_2007, Digital Data Protocol Exhibit, if completed, forming part of the Agreement.) This Agreement entered into as of the day and year first written above. OWNER (Signature) (Printed name and title) ARCHITECT (Signature) Quinn Hutson, Principal (Printed name and title) AIA Document B104 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) PAGE 1 Additions and Deletions Report for AIA Document B104 2007 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 11:59:43 on 07/27/2009. AGREEMENT made as of the Third day of August in the year Two Thousand Nine City of Rosemount Parks and Recreation 13885 South Robert Trail Rosemount, MN 55068 -3438 Telephone Number: 651-322-6000 Fax Number: 651- 322 -6080 CNH Architects, Inc. 7300 West 147th Street, Suite 504 Apple Valley, MN 55124 Telephone Number 952 431 -4433 Fax Number: 952- 431 -3883 Former St. Joseph's Church Facility Phase II Rosemount, r MN This proiect consists of providing architectural and engineering services for upgrading the former St. Joseph's Church to accommodate public use for arts and assembly functions. This proiect will be based on the Schematic Design documents by CNH Architects previously completed for the City of Rosemount for this project and will include Bid Packages 2, 4, and 6 as listed in the August 13, 2008 report. These bidj,ackages include the ramp and extension of the stage, the miscellaneous interior handicap accessibility upgrades and the installation of a fire protection system throughout the Church portion of the building. The work will also include steeple waterproofing and roof repair. This Phase II work will include Design Development, Construction Drawings, Bidding, and Construction Administration services. PAGE2 This work is based on the previous studies done by CNH Architects regarding this facility as well as the roofing review provided by the City of Rosemount. PAGE 5 None Additions and Deletions Report for AIA Document 8104' 2007. Copyright O 1974,1978,1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of h, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) PAGE6 PAGE 8 See attached Exhibit A emery 4.2.1 The Architect has included in Basic Services Eight (8) site visits over the duration of the Project during construction. The Architect shall conduct site visits in excess of that amount as an Additional Service. 4.2.3 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. X J Litigation in a court of competent jurisdiction 9.5% of the total construction cost. Hourly based on the rates prescribed in Section 11.7. 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 Fifteen percent 15.00% or as otherwise stated below: PAGE 12 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus Zero percent 0.00 of the expenses incurred. None Design Development Phase Fifteen percent 15 Construction Documents Fifty -five percent 55 Phase Bidding Phase Five percent 5 Construction Phase Twenty -five percent 25 Rate Additions and Deletions Report for AIA Document B104'M 2007. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. Alt rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) 11.10.1 An initial payment of Zero Dollars and Zero Cents 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thirty (30 days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. 1.50% monthly attached Special Terms and Conditions dated August 3. 2009. Quinn Hutson, Principal Additions and Deletions Report for AIA Document B104"" 2007. Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) Certification of Document's Authenticity AM® Document D401 TM 2003 (Title) I, Quinn Hutson, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:59:43 on 07/27/2009 under Order No. 1000384137_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA Document B104TM 2007 Standard Form of Agreement Between Owner and Architect for a Project of Limited Scope, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) AIA Document D401 2003. Copyright ®1992 and 2003 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 AI A Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:59:43 on 07/27/2009 under Order No.1000384137_1 which expires on 01/12/2010, and is not for resale. User Notes: (1852198740) 7300 WEST 147TH STREET SUITE 504 APPLE VALLEY, MN 55124 7580 (952) 431 -4433 Hourly Fee Schedule Title Principal Associate Principal Project Manager Architect III Architect II Architect I Designer V Designer IV Designer III Designer II Designer I Tech V Tech IV Tech III Tech II Tech I Administrative Outside consultants will be billed at their standard hourly rates plus a fifteen percent markup. Reimbursables: In -house Copies In -house Color Copies In -house Plots Mileage Per Diem Outside Reproductions Long Distance Telephone Postage and Shipping Delivery Service The above rates are effective January 1, 2008. P: \TEXI\FORMS\HOURPEES- 2008.DOC Bill Rate $160.00 $130.00 $125.00 $120.00 $110.00 $100.00 $115.00 $105.00 $95.00 $85.00 $75.00 $105.00 $95.00 $85.00 $70.00 $50.00 $50.00 $0.25 each $0.50 each $0.35 square foot As specified by IRS $160.00 Overnight trip At Cost At Cost At Cost At Cost