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5.D.3. Contract for Fire Station Architectural Work
6 0. !)' City of Shakopee MEMORANDUM cumi IV 'E 'T TO: Mayor and City Council Mark McNeill, City Administrator FROM: Kris Wilson, Assistant City Administrator p SUBJECT: Contract for Fire Station Architectural Work DATE: July 30, 2010 Introduction The City Council is asked to authorize the appropriate officials to enter into a contract with Oertel Architects for architectural services related to final design of the proposed new Fire Station. Background At its July 20 meeting, the Council authorized proceeding with final design, surveying, soil borings and preparation of bid documents for a new Fire Station to be located in the southeast corner of Lion's Park. Council further directed staff to return with a contract with Oertel Archictects for this work. A draft of the proposed contract is attached. The document is currently under review by the City Attorney's office. If there are any recommended changes from the attorney, those will be available at Wednesday evening's Council meeting. The total cost is $197,000. Surveying and soil boring will be coordinated by the architect, but billed directly to the City by those firms at an additional cost, as anticipated in the cost estimate presented at the July 20 Council meeting. Budget Impact Funding to pay for these services will come from a capital project fund to be set up for the Fire Station project. If for some reason the City elects not to proceed with construction of the project, the cost of architectural services would need to come from the General Fund. Relationship to Vision The construction of a new fire station relates to Goal B: Positively manage the challenges and opportunities presented by growth, development and change. Requested Action If the Council concurs, it is asked to offer a motion authorizing the appropriate officials to enter into a contract with Oertel Architects Ltd. for comprehensive architectural services for a new fire station, at a cost not to exceed $197,000, plus expenses. DRAFT Document B101' - 2007 Standard Form of Agreement Between Owner and Architect .'ADDITIONS AND ELETIONS: ( Th author of this document ha added information needed for its completion. T e author may also have revised the text of the original Al s andard form. An Addit ns io a d Deletions Report that notes added lnormation�aswell as revisions to tie standard foz .tex available—rrom the author and should be ei�YeGie . This document has impo -an legal consequence Consultat, oP T"th an atto ey is encour qad with s ect t'ts o letion or odi ° °fication ELECTRONIC COPYING of any portion of this AIA Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Documant E101° - 2007 (formerly 8151N - 1997). Copyright ® 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARRING: This AIA Dommeat is protected by U.S. Copyright Law and Iaternatio Treaties. Unauthorized reproduction 1 o r distribution o£ this Ale Document, o y any portion of it, result i civ es il and criminal penalties, and will be prosecuted to the m=..m. m extent possible under the law. This draft was produced by AIA software a at 11:21:18 on 07/23/2010 under Order No. 8189589769_1 which expires on 07/21/2011, and is not for resale. User Rotes: (1798061513) DRAFTAIA" Document B101' - 2007 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the g ffi day of u us ,,.1 in t hey_ear c o ousand.. ens _ _ - Deleted: (In words, indicate day, month and year.) Deleted: BETWEEN the Architect's client identified as the Owner: Deleted: (Name, legal status, address and other information) ADDITfON ELETIO S: Th author of this document '''ha added information needed for its completion t 2OUTIHO ) _ - author may- al . so - have- Deleted: S10 B'MN5537 _> _ _ ev i ised the text of _the__ Deleted: original AIAandard form Anl dd' 0"1 and Deletions and the Architect: Refrt that noes added in =ormation as well as (Name, legal status, address and other information) revisions to tle standard for .text,. - " ava.ilab e..f -9 «OERTE ARCHITECT ITD < - he author and should be Deleted: c 3 - C R r . s+-•r _ This document has imp.. a:f9 < SAII TYPA legal consequence t > Consultatio an attorn encour ged with for the following Project: s .. for o,'letion (Name, location and detailed description) or ode cation _ Deleted: Shakopee Fire Station i cc e tees clue arc`ilit se ce e o I c enn s c en in en ec a :en sneer electric e The Owner and Architect agree as follows. L---J ELECTRONIC COPYING of any portion of this AIA Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIR Document 6101- - 2007 (formerly 8151° - 1997). Copyright ® 1974, 1918, 1981, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by D.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Are Document, or any portion of it, may result ins civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Note.: (1148D61513) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article I and in optional Exhibit Initial Information: i (Complete Exhibit A, Initial Information, and incorporate it into the Agreement at Section 13.2, or state below Initial Information such as details of the Project's site andprogram, Owner's contractors and consultants Architect's consultants, Owner's budget for the Cost of the Work, authorized representatives. cipated`N procurement method, and other information relevant to the Project.) § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Co ple ion of the W Rrk are set forth below: 6 .1 Commencement of construction date: ! 4a I - r YV `'cfi3'U 2 11 .2 Substantial Completion date: WZo .mber30,20`1 § 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall ap adjust the schedule, the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. AIA Document 9101•' - 2007 (formerly 9151 - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in savera civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Note.: (1748061513) § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in nJ ac I , or accepfany employment, interest or contribution that would reasonably appear to compromise the Arclitec professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance for the duration of this Agreement. I any of the requirements set forth below exceed the types and limits the Architect normally maintains, UWOwner shall reimburse the Architect for any additional cost: (Identify types and limits of insurance coverage, and other insurance requirements applica 111 6 the Agri R! nt, if any.) .1 General Liability <1 1:0 0:000 00 .2 Automobile Liability « 250:Ob0 0��$ 00`(100:00 .3 Workers' Compensation cPer Sfate��Siatntf .4 Professional Liability tiO:000 0 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 an custowaary structural, mechanical, and electrical engineering services. Services not set forth in this Articl 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services, consult with the Owner, research applicable desi criteria, attend Project meetings, communicate with members of the Project team and report progress to th e O ner. § 3.1.2 The Architect shall coordinate its services with those services provided by the OwnJ and the Own is consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt writtenmotice Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement the Architect shall submit for the, 0wner's a royal a schedule for the performance of the Architect's services. The schedule initially shall include a ticipate� "dates for th commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdietio1ov er the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule if necess as the Project proceeds until the commencement of construction. I All Document s101- - 2007 (formerly H151" - 1997). Copyright m 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights x.-d. YARNING: This Ale Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction 4 r distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be proseeuted to the maxi"? extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589769_1 which expires on 07/21/2011, and is not for resale. User Notes: (1798061513) § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. § 3.1.5 The Architect shall, at appropriate times, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility f r filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 32 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. LJ § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule; budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (I any inconsistencies discovered in the information, and (2) other information or consulting services at may be reasonably needed for the Project. I i L— § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss, with e'Owner alternative approaches to design and construction of the Project, including the feasibility ofcorrpgrating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project's requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings iil other, documents including a site plan, if appropriate, and preliminary building plans, sections and elevations - and may include some combination of study models, perspective sketches, or digital modeling. Preliminary selections°o =_� �, major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives, such as materialtchoices and building orientation, together with other considerations based on program and aesthetics, in de eloping a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4. k ` § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems a d equipment, t with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule and budget for the Cost of the Work. L— § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared imaccordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 3.3 DESIGN DEVELOPMENT PHASE SERVICES t § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the 011 er°`s authorization of any adjustments in the Project requirements and the budget for the Cost of the Work the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Docume shall ill ustrate and describe the development of the approved Schematic, Design Documents and shall consist of drawmgs and o er documents including plans, sections, elevations, typical construction details, and diagrammat ic,layoutsofbuilding—..— systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and AIR Document 8101" — 2007 (fo—ly 8151° — 1997). Copyright ® 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. A11 right. reserved. WARNING: This Ale Document is protected by V.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 5 the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589769_1 which expires on 07/21/2011, and is not for resale. U.er Note.: (1798061513) electrical systems, and such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.3.2 The Architect shall update the estimate of the Cost of the Work. § 3.3.3 The Architect shall submit the Design Development documents to the Owner, advise -the, Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. I § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES I . § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner , s authorize ion of any adjustments in the Project requirements and the budget for the Cost of the Work, the A chitect>shall- prepar Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct 1 the'Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the O er -irr e development and preparation of (1) bidding and procurement information that describes thZf;�e place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work. r� �11 r § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request th Owner's approval. § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining eith e r competitiv bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) deterrnini#g the suc e ssfiil bid or proposal, if any; and, (4) awarding and preparing contracts for construction. § 3.5.2 COMPETITIVE BIDDING § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract l oc �ments. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by I .1 procuring the reproduction of Bidding Documents for distribution to prospective bidders; .2 distributing the Bidding Documents to prospective bidders, requesting their return on completion, of the bidding process, and maintaining a log of distribution and retrieval and of the amounts of deposits, if any, received from and returned to prospective bidders; .3 organizing and conducting a pre -bid conference for prospective bidders; .4 preparing responses to questions from prospective bidders and providing claiifrcaLions and interpretations of the Bidding Documents to all prospective bidders in the form of addenda; and .5 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and..... --- shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. AIA Document 8 me 101" - 2007 (formerly 8151" - 1997). Copyright O 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All right. reaexved. WWNIN6: This AIA Document is protected by V.S. Copyright law and International Treatise. Unauthorised reproduction or distribution of this Ale Doctwent, or any portion of it, may result in severe civil end criminal penalties, and will be prosecuted to 6 the maximm. extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589764_1 which expires on 01/21/2011, and is not for resale. Deer Note.: (1748061513) § 3.5.3 NEGOTIATED PROPOSALS § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by .1 procuring the reproduction of Proposal Documents for distribution to prospe tive contractors, and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective contractors! and .3 participating in negotiations with prospective contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner. § 3.5.3.3 The Architect shall consider requests for substitutions, if the Proposal Documents 'ermit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3.6 CONSTRUCTION PHASE SERVICES § 3.6.1 GENERAL § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner andFthe'Contractor as set forth below and in AIA Document A20ITK-2007, General Conditions of the Contract for onsfruction. If th Owner and Contractor modify AIA Document A201 -2007, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase lervices—T Architect shall have authority to act on behalf of the Owner only to the extent provided in this greemen 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 o�the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but�sfiall not r o have control over or charge of, and shall not be responsible for, acts or omissions of the Contract of any,,other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Se - ices comme�n des with the award of the Contract for Construction and terminates on the date the Architect issues the fin Certificate for Payment. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, orothe ise required in Section 4.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner i dicati tg that the Work, when fully completed, will be in accordance with the Contract Documents. However =, the Architect shall notes be required to make exhaustive or continuous on -site inspections to check the quality or quantify of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and!quali 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 obse in _ the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspectiomvr .. testing of the Work in accordance with the provisions of the Contract Documents, whether or noch Work is fabricated, installed or completed. However, neither this authority of the Architect nor a deci�ston mare "m goo faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of thdArchitect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or `other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response o such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness_ _,_3 AIA Document BI I- — 2007 (formerly B151m — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reaesvad. 6 ING: This AIA Document is protected by U.S. copyright L. and international Treaties. Unauthorized reproduction , or distribution of this Ale Document, or any portion of it, may result i —re civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. Use. Note.: (1748061513) § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial D cision Maker, as that term is defined in AIA Document A201 -2007, the Architect shall render initial decisions on Clai between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising�l"i�Contractor's Application for Payment, that to the best of the Architect's knowledge, information and beliethe Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract! Documents upon Substantial Completion, (2) to results of subsequent tests and inspections (3) Ito correct on of minor deviations from the Contract Documents prior to completion, and (4) to specific qu ifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Arc iu ec has !11 mad 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 t payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on acco6iit of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Paymen § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay ofvithhold approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submitt schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4.2 In accordance with the Architect- approved submittal schedule, the Architect shall revie�Andlappro a or take other appropriate action upon the Contractor's submittals such as Shop Drawings, I roductData and Samples but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining thel 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 a roval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicateFapproval•of am assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architeshallsspecify 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. a § 3.6.4.4 Subject to the provisions of Section 4.3, the Architect shall review and respond to requests.. for.informatio about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests AIA Do—nt 8101" - 2007 (formerly 8151° - 1997). Copyright ® 1974, 1978, 1987, 1997 and 2001 by The American Institute of Architects. All rights resettled. WARNING: This AIR Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction o r distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to 8 the 7xi "7 extent possible, under the law. This draft was produced by AIA software at 11:21:18 on 01/23/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. Us— Notes: (1748061513) for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 CHANGES IN THE WORK I L--- § 3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intentofthe= Contras Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. Li § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 PROJECT COMPLETION 0 § 3.6.61 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 fovea d to the Owner, for the Owner's review and records, written warranties and related documents required by th e<Co tract Documents and assembled by the Contractor; and issue a final Certificate for Payment basd upon a fnal - indicating the Work complies with the requirements of the Contract Documents. L § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by th Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the wner abou the balance of the Contract Sum remaining to be paid the Contractor, including the amount to lie retMfned from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; 2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. e e 1-1 § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Subst Yiat Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the fad l4 operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required f the Pro ject. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section (Designate the Additional Services the Architect shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If_iwan- exhibit, identify the exhibit.) Additional Services Responsibility Location of Service Description (Architect, Owner (Sect)o 4.2 below or in an exhibit or attached to this document and Not Provided ideni ed below ) I 1 4.1.1 Programming RNA Deleted: 4.1.2 Multiple preliminary designs 4.1.3 Measured drawings § 4.1.4 Existing facilities surveys I N� ,.�� ,M AIA Document 8101s — 2007 (formerly H151a — 1997). copyright ® 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Axe Document is protected by U.S. Copyright Lax and International Treaties. Unauthorized reproduction or distribution of this Al a Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to 9 the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589769_1 which expires on 07/21/2011, and is not for resale. User Notes: (1798061513) 4.1.5 Site Evaluation and Planning 203TM -2007 Nei ' 4.1.6 Building information modeling €hT° 4.1.7 Civil engineerin M , 41.8 Landscape design 1 E 4.1.9 Architectural Interior Desi F 3TE( Deleted: (B252TN -2007) 4.1.10 Value Analysis 204Tm-2007 `i1. _ 4.1.11 Detailed cost estimatin 4.1.12 On -site project representation RHT 4.1.13 Conformed construction documents 4.1.14 As-Designed Record drawings i -A 4.1.15 As- Constructed Record drawing f . 4.1.16 Post occupancy evaluation 4.1.17 Facility Support Services 210T 4.1.18 Tenant- related services r 4.1.19 Coordination of Owner's consultants "AmmmunTIM 4.1.20 Telecommunications /data design N[ OVCrN § 4,1,21 Security Evaluation and Planning (B206TM- 2007 4.1.22 Commissioning 211T`L-2007 _ 4.1.23 Extensive environmentally responsible design 4.1.24 LEED Certification 214TM-2007 - - 4.1,25 Fast -track design services 4.1.26 Historic Preservation 205TM -2007 4.1.27 Furniture, Furnishings, and Equipment Desi n A1F 253TM --2007 T ; , § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Archit ct s res onsi ility, if t further described in an exhibit attached to this document. § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate- adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Archit t shall noti the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need Tke Architec� shallot proceed to provide the following services until the Architect receives the Owner's written authorization: fi .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited t size quality; __ complexity, the Owner's schedule or budget for Cost of the Work, or procur or deliv method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in -depth material research, energy modeling; orLEED® certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manneif r any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contracto rs, or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal reque its proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; AIA Document 8101° - 2007 (fosnerly B151m - 1997). Copyright ® 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. NAARIND: This AIA Document is protected by V.S. Copyright Lax end international Treaties. Onanthorixed reproduction 10 o r distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maxiumm extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589769_1 which expires on 01/21/2011, and is not for resale. Veer Not— (1798061513) .8 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of bidders or persons providing proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .11 Assistance to the Initial Decision Maker, if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following dditional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner skull give promp I written notice to the Architect, and the Owner shall have no further obligation to compensate the- Architectforthos services: .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared t accordance with the Contract Documents or where such information is available to the Contractor1rom a careful study and comparison of the Contract Documents, field conditions, other Owner - provided information, Contractor - prepared coordination drawings, or prior Project correspondenceior eocumentationi .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments f S rvice; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; I 11 .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequeitt`revisions,to _-- -" Instruments of Service resulting therefrom; or .6 To the extent the Architect's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion identified in Initial Information, whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 (" > ) reviews of each Shop Drawing, Product Data item, sample and siti i ar submittal Lf ie Contractor .2 ZkNJ , . (; S ect durin ) visits to the site by the Architect over the duration of the Projg construc ion .3 <IJ ( ) inspections for any portion of the Work to determine whether such portion of'the_ Work is substantially complete in accordance with the requirements of the Contract Documents 4 <N > ( ) inspections for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within < (, `> ),months of th ,date o . this Agreement, through no fault of the Architect, extension of the Architect's services beyond tha hme shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide informatio in a timel manner regarding requirements for and limitations on the Project, including a written program which s hall set ford 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 receiptofawrittewrequest 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 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 Midget for the Cost of the It Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter aree'to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respeco the Projec . The Owner shall render decisions and approve the Architect's submittals in a timely manner-- .in.order -to avoid• unreasonable delay in the orderly and sequential progress of the Architect's services. AM Document 8101 — 2001 (formerly s151 — 1997). Copyright 0 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AW Document is protected by V.S. copyright Law and International Treaties. Unauthorized reproduction r distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to 11 the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589769_1 which expires on 01/21/2011, and is not for resale. User Notes: (1798061513) § 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings other improvements and trees; and information concerning available utility services and lines, both public and privae, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Ifroject benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers, which may include but I not I o est borings, test pits, determinations of soil bearing values, percolation tests, evaluations of haardous- materials seismi evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall coordinate the services of its own consultants with those services providid by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants oKr than those designated in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. Ttie 0 wnerSha11 require that its consultants maintain professional liability insurance as appropriate to the se ices provided. § 5.7 The Owner shall furnish tests, inspections and reports required by law or the Contra cY:Docurnents, such as ` structural, mechanical, and chemical tests, tests for air and water pollution, and tests for haz ardous materials. § 5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes awar o any fault,or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of erv) e § 5.10 Except as otherwise provided in this Agreement, or when direct communications have been special. authorized, the Owner shall endeavor to communicate with the Contractor and the Architect's co 6itants through the Architect about matters arising out of or relating to the Contract Documents. The Owner shall promptry - not the Architect of any direct communications that may affect the Architect's services. § 5.11 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties,and responsibilities set forth in the Contract for Construction with the Architect's services set forthin this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and on ' ctorr„ including the General Conditions of the Contract for Construction. V § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall [� obligate the Contractor to provide the Architect access to the Work wherever it is in prepare lion or progress. s. ARTICLE 6 COST OF THE WORK i § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Ownerto wristruct-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 Eon "or's me ods of determining bid prices; or competitive bidding, market or negotiating conditions. Accordingly, =the Architect=cannot. AIA Document 8101° — 2007 (formerly 6151*' — 1997). Copyright 0 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All right. reserved. WARNING: This AIA Docimant is protected by V.S. Copyright Lax and International Treaties. Unauthorized reproduction 12 s distribsstion of this AIA Document, or any portion of it, my result ins a civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589769_1 which expires on 07/21/2011, and is not for resale. Us" Notes: (1798061513) 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 imthe 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 A ditionai ervice under Article 4. § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, through no fault of the Architect, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable cons"ction market. § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's bildgd for the Cost 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. E § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Ph e 1 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 co pen�sation, shall modify the Construction Documents as necessary to comply with the Owner's budget for &C -Cost of flie- or kat the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section &A-IJ e 1 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 ether information, th transmitting parry is the copyright owner of such information or has permission from the copyrigh 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 ownersof their re s ect ive 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 =off vial 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 licens�tovfsie 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 n s k Owner's consultants and separate contractors, to reproduce applicable portions of the InstrumeService sole y 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 Documnt 8101s' - 2007 (formerly 8131 - 1997). Copyright O 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Al Document is protected by V.S. Copyright Law and International Treaties. Unauthorized reproduction 13 o r distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximua extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under order No.8189589769 1 which expires on 07/21/2011, and is not for resale. User Note.: (1798061513) § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the 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 ap ly 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 gran a or im )e under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer anylicens 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 the Architect's consultants. ARTICLE 8 CLAIMS AND DISPUTES § 81 GENERAL § 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, to or otherwise, against the other arising out of or related to this Agreement in accordance with the rquiremen s of the method of binding dispute resolution selected in this Agreement within the period specifie by!applicablq la, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1 — -- § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2007, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of th contractors, consultants, agents and employees of any of them similar waivers in favor of the oth=ifiquest"io e enumerated herein. § 8.1.3 The Architect and Owner waive consequential damages for claims, disputes or other ma arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all,consequent W damages due to either party's termination of this Agreement, except as specifically provided in Section 9. § 8.2 MEDIATION § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shalLbe subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or i is'the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to cRmply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matte is ! question between them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Proceduresin effect on th e da of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrentlywithnthe$filing a complaint or other appropriate demand for binding dispute resolution but in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period= of from the date of filing, unless stayed for a longer period by agreement of the parties or court order 1 an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the select on of the arbitrator s)� and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediationsh �Ibe held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reaciled in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method.ofbinding dispute resolution shall be the following: AIA Document 8102 — 2007 (formerly H151- — 1997). Copyright m 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIR Document is protected by U.s. copyright Dar andInternational Treaties. Unauthorised reproduction 14 or distribution of this AIA Document, or any portion of it, my result in s civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Not— (1748061513) (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 [1► ] Litigation in a court of competent jurisdiction Other (Specify) § 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, s all be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effec , on the date of this Agreement. A demand for arbitration shall be made in writing, delivered to the 'oQr parry to !his Agreement, and filed with the person or entity administering the arbitration. § 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of I request fi r mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings base ( on the claim, dispute or other matter in question would be barred by the applicable statute of limitations: For statute 3 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 additionaLp rson or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordancece with appble 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 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 othee; arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common quesfions oflaw N act; and (3) the arbitrations employ materially similar procedural rules and methods for selecting acbitrator(s). § 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved i 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 arbitrati on irlvoiving an additional person or entity shall not constitute consent to arbitration of any claim, dispute o 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 asrthe Ow _er an 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, th Architect shall g ive 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~ofsuch °suspensiomof services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses AIA Do—.t H101 - 2007 (formerly H151- - 1997). Copyright 5 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All right. reserved. PANNING: This AW Document is protected by U.S. Copyright Law and International Treatise. Unauthorised reproduction 15 or distribution of this AIA Document, or any portion of it, may result in s civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Note.: (1748061513) 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 th : the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' Tritten notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no faint o $ the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notiee°t o 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 ses =as defined in Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Architect's services an include gxp_ense 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. § 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is locateLLat :fthi parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terns in this Agreement shall have the same meaning as those in AIA Document A201 -2007, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assignsanand�egal 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 at lender p "rov ding financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agr ement. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of suc certificate sh be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall - execute- all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute; eertificates,Qr consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor , of a third party against either the Owner or Architect. ` § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. ,i AIA Document 8101° - 2007 (formerly 8151°' - 1997). Copyright ® 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.s, copyright Lax and international Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to 16 the maxlmmam extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589169 1 which expires on 07/21/2011, and is not for resale. User Notes: (1798061513) § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 10.8 If the Architect or Owner receives information specifically designated by the other party:as "confidential" or "business proprietary," the receiving parry shall keep such information strictly confidential 6 shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such m orma )on - in er to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensa a the Architect as follows: (Insert amount of or basis for, compensation.) I <On , dndre -nme ,.Se en b` o azs -000. 0 § 112 For Additional Services designated in Section 4. 1, the Owner shall compensate the Architect as fol ows: (Insert amount of or basis for, compensation. If necessary, list specific services to which p " articular'methods bf compensation apply.) t<V0 0 bME D GOT3i TED :331 C AR >_ § 11.3 For Additional Services that may arise during the course of the Project, including those under Section .3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) l JJ . =O >BEiDDTl D EGDTI`E CE AR.. )�A Compensation for Additional Services of the Architect's consultants when not included in Section 10 11.3, shall be the amount invoiced to the Architect plus Ms. percent (W %), or as otherwise stated below: nor no, ma , �T; § 11.5 Where compensation for Basic Services is based on a stipulated sum or percentage o ;the Cost of the Work, the compensation for each phase of services shall be as follows: E Schematic Design Phase <Ten > percent ( (0 % _ L Deleted: Design Development PhaseI n > percent (5�= Construction Documents 4 s percent ( R45. %3 Phase I Bidding or Negotiation Phase <FiV >t percent ( tS�z %)�° Constr Phase ti wen > percent ( c Total Basic Compensation one hundred percent ( 100 § 11.6 When compensation is based on a percentage of the Cost of the Work and any portion's of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall bc! payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 14.5 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 compensatio in accordance with this Agreement for all services performed whether or not the Construction Phase is co� ence AIA Document 8101" - 2007 (formerly 8151°` - 1997). Copyright ® 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by D.S. copyright Law and International Treaties. Unauthorized reproduction 1 , 7 o r distribution of this AIe Document, or any portion of it, may result in a- civil and criminal penalties, and will be prosecuted to the maximus extent possible under the law. This draft was produced by AIA software at 11:21:18 on 07/23/2010 under Order No.8189589769_1 which expires on 07/21/2011, and is not for resale. User Notes: (1798061513) § 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.) Employee or Category Rate § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional ery ces and include expenses incurred by the Architect and the Architect's consultants directly related to the Project as follows: .1 �4ileage_(at current IRS rate) _ _ _ _ _ _ _ _ _ - - Deleted: Transportation and authorized .2 ,peliveries (at cost) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - _ _ - _ - _ _ - _ _ out -of -town travel and subsistence; source .3 ut- d production (at cost _ _ p _ _ _ ----------- Deleted: Long distance services, .4 lots (at coot) _ _ _ _ _ _ _ --- _ _ _ dedicated data and communication services, teleconferences, Project Web § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Arhitect anic th sites, and extranets; Architect's consultants plus R ': percent ( r0 %) of the expenses incurred. Deleted Fees paid for securing approval of authorities having jurisdiction § 11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE over the Project; If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect ter minates t hi Deleted: Printing, reproductions, plots, Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation for the Owner's continued use of standard form documents; the Architect's Instruments of Service solely for purposes of completing, using and maintaining the Project as Deleted: .5 . Postage, handling and follows: delivery;¶ .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;¶ J. Renderings, models, mock -ups, § 11.10 PAYMENTS TO THE ARCHITECT professional photography, and of payment a . ' t presentation materials requested by the § 11.10.1 An initial p y ($ ->) shall be made upon execution of this Agreement and is hem mum Owner-,I payment under this Agreement. It shall be credited to the Owner's account in the fn invoice. 6 . Architect's consultant's expense of professional liability insurance dedicated § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to 1_ ce s performed. exclusively to this Project, or the expense Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid E(6013f) ('t ) days i f the Owner n insurance coverage or limits f requests such insurance in after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the egal-rate excess of that normally carried by the (Insert rate of monthly or annual interest agreed upon) of the Architect. ` ,g All taxes levied on p rofessional g t to time at services and on reimbursable expenses ( eIai]r1UIll .10 . Site office expenses; and¶ l� --------------------------------------------- - - - - -- - ---- ------ - - - -- .11. Other similar Project-related expenditures.¶ § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or Deleted: eie' .a liquidated damages on the Architect or to offset sums requested by or paid to contractors for th cost of c tang es 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 ; 4 Special terms and conditions that modify this Agreement are as follows: tt o AIA Document 8101° - 2007 (formerly a151" - 1997). Copyright m 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WAPNIND: This AIA Document is protected by V.S. Copyright Law and International Treaties. Unauthorized reproduction 18 r distribution of this AIA! Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maA= extent possible under the law. This draft was produced by A. software at 11:21:18 on 07/23/2010 under Order No.8189589769_1 which expires on 07/21/2011, and is not for resale. User Note.: (1798061513) ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B101T'& -2007, Standard Form Agreement Between Owner and ehitect .2 AIA Document E201Tm-2007, Digital Data Protocol Exhibit, if completed, or e following: 1 t .3 Other documents: (List other documents, if any, including Exhibit A, Initial Information, and additional scopes of service, if arty, formingpart of the Agreement.) t< SEE ATT �CI3EI] E�iiIBIT -� BIIT$�> This Agreement entered into as of the day and year first written above. OWNER ARCHITECT (Signature) Signature) �� [WV' zii70HN SCIyIi PTs < = t3' ?1 v Fx • I2)t 2TEI�>c<FESID1 r (Printed name and title) (Printed name and title) i i ture dvlAxxlulclvEi <cIT 4 > , (Printed name and title) Si lure (Printed name and title) l 3 l i a i Al A Document 8101" - 2007 (formerly 8151° - 1997). Copyright m 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document in protected by U. S. Copyright I— and International Treaties. Vnauthorized reproduction r distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to 19 the maximum extent possible under the law. This draft was produced by AIA software at 11:21:18 on 01/23/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. Veer Notes: (1748061513) DR A AIA Document B101' - 2007 Exhibit A Initial Information ADDITI "'IO'�'SS AND E`��hETION I'd author of this document ha added information eeded for its completion. Tl e author may also have Me ised the text of the $ original AIAs andard form. An liddi tions a'd Deletions Report that noes added information as as `[revisions t� the standard Efozia text zis a,ai.lable_ from C e author and should be Viet3e . This document has impo .arij I egal consequent, Consultat'ow an attorneys encour ged with resp In s 'o Iletion or m -dY ioation 3 ELECTRONIC COPYING of any portion of this AIA Document to another electronic file is prohibited and constitutes a .violation of copyright laws as set forth in the footer of this document. AMA Document 8101° - 2007 Exhibit A. Copyright 0 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All sight. e.ar —d. WARNING: This AIA Document is protected by V.B. Copyright Law and international Treaties. Unauthorized reproduction ox distribution of this Ale Document, or any portion of it, may result in seve a civil and criminal penalties, and will be prosaouted to the 1 extent possible, under the law. This draft was produced by AIA software at 12:00:52 on 07/23/2010 under Order No.8189589769 1 which - expire on 07/21/2011, and is not for resale. U.— Hot— (1917102160) DRAFT Document B101' - 2007 Exhibit A Initial Infozmation for the following PROJECT: (Name and location or address) ADDIT ONE 5 EIXT S: <SHPKOPEIFIRFS: 'A =I0 - Thq author of this docume Deleted: Shakopee Fire Station - 'ha - add - ed - in needed for its Completion. Tie author may also have THE OWNER: ised the text of the (Name, legal status and address) original AIA standard form. An Uddition' Ad Deletions Report that notes added ( CI TYOE S QP:E > _ 1normatio_n as well as, _ - Deleted: <129 SO�STREE' Irevisions to the stsndard form-text-is availah] e,sfx_ �SHAI0�� 55370 - Deleted: _ -- tt t- he- autk�a� aid- should"be THE ARCHITECT: (N (N ame , legal status and address This document rias impor "an S � legal consequences. Consultatio with an (OERTE CHIPECT 2I1 =' , attor s en � wi Deleted: Ion sped t4 5 - om Yet - 7��IR1 a �_ or SAIAIN71rA SS1 Deleted: This Agreement is based on the following information. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable, " "unknown at time of execution" or "to be determined later by mutual agreement.') ARTICLE A.1 PROJECT INFORMATION § A.1.1 The Owner's program for the Project: (Identify documentation or state the manner in which the program will be developed.) (� eii o the,i uttal lamvii' • erform ()e l Me t =an direction° o l l I a E - ,modifica ons r aideTf►e i ofi o _ _ _ _ _ _ Deleted: i § A.1.2 The Project's physical characteristics: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability ofpublic and private utilities and services; legal description of the site; etc) Te o ect dill co►s si t o£ eiv`- 'es onrrfaeih Y caedtiiithe exis in tonsark I ,aze ofVie�r in Dnue".� The_ uildm w a ro matel �4 t06's uareifeef Deleted: § AA 3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: ELECTRONIC COPYING of any (Provide total, and if known, a line item breakdown.) portion of this AIA Document to another electronic file is 3 prohibited and constitutes a ((Ne `, lIl <2ndO ©nttvCttOn- u E 2�ll)0 00; < WA IIli oe Lltt e d .} violation of copyright laws ,and SeYEn1' ll an Q 1 S . - as set forth in the footer of uw n 'I`ota1°5" �o ectbud et =�82 =000:: � •waariill o � -ivne; 'un ed3ei h ��`vua ons`' cl _' this document. z olaxs ---------------- - - -- -- Deleted: AIA Document 8101" - 2007 Exhibit A. Copyright ® 1979, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by D.S. Copyright Law and International Treaties. Unauthorized reproduction or 1 distribution of this AIA Document, or any portion of it, may result in civil and criminal penalties, and will be prosecuted to the —a— extent possible under the law. This draft was produced by AIA software at 12:00:52 on 07/23/2010 under order No.8189589769 1 which expires on 07/21/2011, and is not for resale. User Notes: (1917102160) § A.1.4 The Owner's other anticipated scheduling information, if any, not provided in Section 1.2: uPro c =start sc esi Com le esc ematia` CS1911 UU em Com a desi eve o men k e 4 m e turn s ctton o n m Constnct�orsta ch30 ° Q t Shel ,co left 0,1 S tiahca etto v 20: � ' >o e e uncllis "teem eta C : _ � _ ilinalli o -as l com etr n S rtn . - - _ _ Deleted: § A.1.5 The Owner intends the following procurement or delivery method for the Project: adept fy method such as competitive bid, negotiated contract, or construction managemenf.J c < =om ehtiVe >fii 0 "; § A.1.6 Other Project information: e characteristics or needs o the Project not provided elsewhere such as en Pro � mentall i (Identify sp i cal f � p y design or historic preservation requirements.) ARTICLE A.2 PROJECT TEAM § A.2.1 The Owner identifies the following representative in accordance with Section 53: (List name, address and other information) cRICvI OE1vfAt3 I - CHIE : _ _ - Deleted: 2 � fl �I^IO`�SSTRT� TOPE 553379 � �. _ Deleted: § A.2.2 The persons or entities, in addition to the Owner's representative, who are required t review the chitect s submittals to the Owner are as follows: (List name, address and other information) s 11 § A.2.3 The Owner will retain the following consultants and contractors: — - -" (List discipline and if known, identify them by name and address) _ t "tea, § A.2.4 The Architect identifies the following representative in accordance with Section 23:, (List name, address and other information,) tz FFzR1O>3RTE > i - Deleted: Li S TP>A3�551(S5� .a�� - - Deleted: -� e hone : bei6 =69' - ST8 : � AIA Document 8101° - 2007 Exhibit A. Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All right. re.erved. WmsN G: This AW Doctsaent is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 3 distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the mm extent possible under the law. This draft was produced by AIA software at 12:00:52 on 07/23/2010 under order No.8189589769 1 which expires on 07/21/2011, and is not for resale. User Notea: (1417102160) § A.2.5 The Architect will retain the consultants identified in Sections A2.5.1 and A.2.52. (List discipline and, if !mown, identify them by name, legal status, address and other information) § A.2.5.1 Consultants retained under Basic Services: .1 Structural Engineer Deleted: - iGO1DFNALL ~MN 42 -------------------------- --------------------- Deleted Deleted• .2 Mechanical Engine er tEMANUELS013t,OI3 S ?' - --- - --- - - --- - - -- - -__ tc 7�0401B RO ' E S - ------------------------------ - -------- -- -- - - - - - -- Deleted: 1 _ - Deleted: --------------- - - - - -- - - -- - -- fiel "epho a I�iun er 2=9 = 0" - - -- - - -- -- ----- ---- ------- - Deleted: .3 Electrical Engineer Deleted: f D4f31B R© AS£ � V F" - - - - -- - -- — - - -- - - -- --- — - - - - - -� - Deleted: - 11 ele ft fione I� ei95 3 -D - ----- leted: .4 Civil Engineer U T . "il`i1i 'STR ZT- = =8 ENVIRO LI X35 _» tEAGLfi POIN'�i1 S55(�`HIdI3S0 BOA � ' OR3' i'=TiT?y�10 �. SAINI�" M1155�102 (�I'eleplion N m6e'r'��6512 %8 549 § A.2.5.2 Consultants retained under Additional Services: § A.2.6 Other Initial Information on which the Agreement is based: (Provide other Initial Information) <N EE=ATT�ACHED EXi3IBi B . - -- Formatted: Centered AIA Document H101e - 2007 Exhibit A. Copyright ® 1979, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or 4 distribution of this AIR Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the extent poasibl. under the law. This draft was produced by AID, software at 12:00:52 on 07/23/2010 under Order No.8189589769_1 which expires on 07/21/2011, and is not for resale. Daer Notes: (1917102160) Formatted: Indent: First line: 0.5" ev ua onof fhev ee an r NO r o erm d on errti iscussio wi <s r m .ex n b a os a an c - ems r. D a de e - SIGD);VE SOP - P e ar ion o ene a cien o 0 an c e esi' a re eisi co araUon o ise soRes ile cos � ° ��i• are�andsf�inah a all�cons , -. 0 e � clUd a :tn � eci sa 'ons '° , ONSTR T n ne wee if mee in urm x Meas cfibn eno one=si `me hn eve : of `ems eels a ess E Mb ,:-n ao -end - Ree�fcon ac n a w c P= c r ara 'o Formatted: Indent: First line: 0.5 " i AIA Document 8101 — 2007 Exhibit A. Copyright ® 1979, 1978, 1987, 1997 and 2007 by The American institute of Architects. All rights reserved. WARNING: Ibis AIA Document is protected by O.S. Copyright Law and international Treaties. unauthorized reproduction or distribution of this AIA! Document, o any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 5 maximum extent possible under the law This draft was produced by AIA software at 12:00:52 on 07/23/2010 under Order No.8189589769_1 which expires on 07/21/2011, and is not for resale. V.— Netaa: (1917102160) OERTEL ARCHITECTS 1795 SAINT CLAIR AVENUE, SAINT PAUL, MN 55105 TEL: 651/696 -5186 FAX: 651/696 -5188 DATE: August 3, 2010 RE: City of Shakopee Fire Station Study Project budget cost estimate MEMORANDUM The following is our cost estimate and budget for the fire station, which is based on "option B" (with 5 shallow apparatus bays). Included are estimated construction costs, broken down by category, and a budget for all other associated project costs. Please note the following assumptions: 1. It is assumed that this building will be almost entirely of masonry construction, including many of the interior walls. Decorative concrete block was included, as opposed to drywall, for longevity and maintenance reasons. Some cost can be saved, if desired, should drywall be substituted for many of the interior concrete block walls. 2. The estimated costs are based on today's construction costs, so a favorable bidding climate was already taken into account. If this project would have been bid a few years ago, the costs would have been at least ten percent higher. 3. The finishes and quality are assumed to be middle -of -the road, nothing too high end but durable and appropriate for a municipal fire station. 4. It is assumed that certain energy saving systems will be included and that sustainable construction is a part of the design. With that said, we did not include any extravagant items such as wind energy, solar panels or a geo- thermal heat system. 5. Since the project is far from a complete design, and a 3 dimensional model has not been prepared, we made assumptions in preparing the cost estimate. 6. We also assumed that the project would be bid in the winter of 2010/2011, with construction starting in late March of 2011, and completed by the end of the year. This will take advantage of an ideal bidding condition and eliminate temporary heat and other special requirements related to winter construction. 7. Cost of bonds is not included in the project budget. 1 OPTION B (5 bay design) Building / site: General conditions $ 240,000.00 Insurance, bonds, profit $ 170,000.00 Excavation, site work $ 175,000.00 Utilities $ 45,000.00 Paving, site concrete $ 125,000.00 Landscaping $ 15,000.00 Concrete, plank $ 100,000.00 Masonry $ 450,000.00 Steel $ 100,000.00 Misc. steel $ 30,000.00 Carpentry, millwork $ 45,000.00 Insulation $ 20,000.00 Roofing $ 65,000.00 Doors and hardware $ 25,000.00 Overhead doors $ 55,000.00 Windows, glazing, etc. $ 70,000.00 Framing, drywall $ 35,000.00 Tile $ 15,000.00 Ceilings $ 10,000.00 Flooring $ 12,000.00 Painting $ 30,000.00 Accessories $ 20,000.00 Specialties and equipment $ 60,000.00 Misc. Items $ 35,000.00 Fire protection $ 40,000.00 Mechanical $ 320,000.00 Electrical $ 200,000.00 Sub -total of all items: $2,507,000.00 Related project costs: A/E fees $ 197,000.00 Expenses $ 20,000.00 Survey, borings, inspec. $ 40,000.00 Telecom / security $ 35,000.00 Furnishings $ 40,000.00 Contin eg ncy $ 143,000.00 Sub -total of all items $ 475,000.00 Total project cost estimate $2,982,000.00 JLO 2 ammo 1 TM =�= Document BIOITM - 2007' Standard Form of Agreement Between Owner and Architect Cfrt AGREEMENT made as of the Third day of August in the year Two Thousand Ten (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: ADDITIONS AND DELETIONS: (Name, legal status, address and other information) The author of this document has added information needed for its CITY OF SHAKOPEE completion. The author may also 129 SOUTH HOLMES STREET have revised the text of the original AIA standard form. An Additions and SHAKOPEE, MN. 55379 Deletions Report that notes added information as well as revisions to the standard form text is available and the Architect: from the author and should be (Name, legal status, address and other information) reviewed. A vertical line in the left margin of this document indicates OERTEL ARCHITECTS, LTD. where the author has added 1795 SAINT CLAIR AVENUE necessary information and where SAINT PAUL, MN. 55105 the author has added to or deleted from the original AIA text. This document has important legal for the following Project: consequences. Consultation with an (Name, location and detailed description) attorney is encouraged with respect to its completion or modification. SHAKOPEE FIRE STATION #2 Services include, architectural services, interior design services, civil engineering, structural engineering, mechanical engineering, and electrical engineering. The Owner and Architect agree as follows. AIA Document B101"" — 2007 (formerly 6151 TM — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 1 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES • 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION • 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article 1 and in optional Exhibit A, Initial Information: (Complete Exhibit A, Initial Information, and incorporate it into the Agreement at Section 13.2, or state below Initial Information such as details of the Project's site and program, Owner's contractors and consultants, Architect's consultants, Owner's budget for the Cost of the Work, authorized representatives, anticipated procurement method, and other information relevant to the Project.) § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: March 30, 2011 .2 Substantial Completion date: November 30, 2011 § 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. AIA Document B101 I " - 2007 (formerly 8151 T"" — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 2 this AA 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 AA software at 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance for the duration of all applicable claims. . If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost: (Identib types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.) .1 General Liability $1,000,000.00 .2 Automobile Liability $250,000.00 / $500,000.00 .3 Workers' Compensation Per State Statute .4 Professional Liability $2,000,000.00 ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by 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. AIA Document B101 TM — 2007 formerly 8151T" - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 3 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. § 3.1.5 The Architect shall, at appropriate times, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall comply with applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project's requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and AIA Document B101"" — 2007 Vormerly B151 T"" - 1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of 4 this A!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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) electrical systems, and such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.3.2 The Architect shall update the estimate of the Cost of the Work. § 3.3.3 The Architect shall submit the Design Development documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work. § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval. § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction. § 3.5.2 COMPETITIVE BIDDING § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by .1 procuring the reproduction of Bidding Documents for distribution to prospective bidders; .2 distributing the Bidding Documents to prospective bidders, requesting their return upon completion of the bidding process, and maintaining a log of distribution and retrieval and of the amounts of deposits, if any, received from and returned to prospective bidders; .3 organizing and conducting a pre -bid conference for prospective bidders; .4 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda; and .5 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. AIA Document B101 TM - 2007 formerly 8751 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 5 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) § 3.5.3 NEGOTIATED PROPOSALS § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by .1 procuring the reproduction of Proposal Documents for distribution to prospective contractors, and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective contractors; and .3 participating in negotiations with prospective contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner. § 3.5.3.3 The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3.6 CONSTRUCTION PHASE SERVICES § 3.6.1 GENERAL § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201TM 2007, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201 -2007, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. AIA Document 8101 TM - 2007 formerly B161 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of 6 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A201 -2007, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment,- that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4.2 In accordance with the Architect- approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests AIA Document B101 TM - 2007 (formerly 8151 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 7 this Ale 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 CHANGES IN THE WORK § 3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 PROJECT COMPLETION § 3.6:6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit, ident the exhibit.) Additional Services Responsibility Location of Service Description (Architect, Owner (Section 4.2 below or in an exhibit or attached to this document and Not Provided) identified below) § 4.1.1 Programming NA § 4.1.2 Multiple preliminary designs NA § 4.1.3 Measured drawings NA § 4.1.4 Existing facilities surveys NA AIA Document 8101' m — 2007 formerly B151 T"" - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 8 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) i § 4.1.5 Site Evaluation and Planning (B203TM -2007) NA § 4.1.6 Building information modeling NA § 4.1.7 Civil engineering ARCHITECT § 4.1.8 Landscape design ARCHITECT § 4.1.9 Architectural Interior Design ARCHITECT § 4.1.10 Value Analysis (B204T NA § 4.1.11 Detailed cost estimating NA § 4.1.12 On -site project representation ARCHITECT § 4.1.13 Conformed construction documents NA § 4.1.14 As- Designed Record drawings NA § 4.1.15 As- Constructed Record drawings NA § 4.1.16 Post occupancy evaluation NA § 4.1.17 Facility Support Services (B210TM -2007) NA § 4.1.18 Tenant- related services NA § 4.1.19 Coordination of Owner's consultants ARCHITECT § 4.1.20 Telecommunications /data design NA OWNER § 4.1.21 Security Evaluation and Planning (B206TM- NA OWNER 2007) § 4.1.22 Commissioning (B211TM -2007) NA § 4.1.23 Extensive environmentally responsible design NA § 4.1.24 LEED Certification (B214TM -2007) NA § 4.1.25 Fast -track design services NA § 4.1.26 Historic Preservation (B205TM -2007) NA § 4.1.27 Furniture, Fumishings, and Equipment Design ARCH. (B253TM -2007) (PARTIAL) § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not further described in an exhibit attached to this document. § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in -depth material research, energy modeling, or LEED® certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; AIA Document 8101 TM - 2007 formerly 8151 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This ALe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 9 this AlA` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible i under the law. This document was produced by AIA software at 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) .8 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of bidders or persons providing proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .11 Assistance to the Initial Decision Maker, if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner - provided information, Contractor- prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom; or . 6 To the extent the Architect's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion identified in Initial Information, whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 NA ( ) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor .2 NA ( ) visits to the site by the Architect over the duration of the Project during construction . 3 NA ( ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 NA ( ) inspections for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within ( ) 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 identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. AIA Document 8101 T? - 2007 formerly B151 M - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 10 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) • § 5.4 The Owner shall furnish surveys to describe physical characteristics , legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. The owner does not warrant the accuracy of any information provided that identifies the location of private utilities. The Architect is responsible to verify such information with the utility owner, § 5.5 The Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided. § 5.7 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.10 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 5.11 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. 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 AIA Document 8101 T"' — 2007 (formerly B151 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIAb Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 11 this Ale 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) determining bid prices; or competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requests detailed cost estimating services, the Architect shall provide such services as an Additional Service under Article 4. § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, through no fault of the Architect, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6,5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect, without additional compensation, shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and 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 AIA Document 8101 TM - 2007 formerly B151 TM - 1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 12 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the 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. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as 'set forth in AIA Document A201 -2007, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1 (Paragraph deleted) § 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. . If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree or a court orders or allows otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Owner and Architect do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction) [ ] Arbitration pursuant to Section 8.3 of this Agreement AIA Document B101 TM - 2007 formerly 8151 TM — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 13 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) [ X ] Litigation in a court of competent jurisdiction [ ] Other (Specify) 1 (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 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. AIA Document B101 TM - 2007 formerly B151 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 14 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 11:47:17 on 08/03/2010 under Order No.8189589764 — 1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) • § 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located. except that if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201 -2007, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 10.8 If the Architect or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) 1 One hundred, ninety seven thousand dollars ($197,000.00) § 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) TO BE DETERMINED AND NEGOTIATED AS NECESSARY. AIA Document 8101 IM - 2007 formerly B151 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AlA'' Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of 15 this AlA 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) 1 TO BE DETERMINED AND NEGOTIATED AS NECESSARY. § 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 percent ( %), 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: Schematic Design Phase Ten percent ( 10 %) Design Development Phase Twenty percent ( 20 %) Construction Documents Fifty percent ( 45 %) Phase Bidding or Negotiation Phase Five percent ( 5 %) Construction Phase Twenty percent ( 20 %) 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.) Employee or Category Rate § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Mileage (at current IRS rate) .2 Deliveries (at cost) .3 Out - sourced production (at cost) .4 (Paragraphs deleted) Plots (at cost) § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus 0 percent ( 0 %) 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 AIA Document B701 TM - 2007 formerly B151 TM — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 16 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (17848871 56) 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 NA ($ ) 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 60 ( ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon) per annum § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: 12.2.2 The City and the Architect acknowledge that this Agreement is governed by Section 13.05, Subdivision 11 of the Minnesota Government Data Practices Act ( "Act "). Consequently, all of the data created, collected, received, stored, used, maintained, or disseminated by the Architect in performing its services are subject to the requirements of the Act, and the Architect must comply with those requirements as if it were a governmental entity. The Architect has no obligation, however, to provide the public with access to public data if the data is otherwise available from the City. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document BIOITM -2007, Standard Form Agreement Between Owner and Architect .2 AIA Document E201TM -2007, Digital Data Protocol Exhibit, if completed, or the following: .3 Other documents: (List other documents, if any, including Exhibit A, Initial Information, and additional scopes of service, if any, forming part of the Agreement.) SEE ATTACHED: EXIIIBIT A & EXHIBIT B AIA Document 8101 TM - 2007 formerly B151 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 17 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) This Agreement entered into as of the day and year first written above. OWNER : • CHITS r (Signature) (Si e) JOHN J. SCHMITT MAYOR ' r Y L. OERTEL P' SIDENT (Printed name and title) (Printed name and title) (Signature) MARK MCNEILL CITY MANAGER (Printed name and title) (Signature) JUDY COX CITY CLERK (Printed name and title) AIA Document 8101 TM - 2007 (formerly B151 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 18 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) Additions and Deletions Report for AIA Document B101 — 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 11:47:17 on 08/03/2010. PAGE 1 AGREEMENT made as of the Third day of August in the year Two Thousand Ten CITY OF SHAKOPEE 129 SOUTH HOLMES STREET SHAKOPEE, MN. 55379 OERTEL ARCHITECTS, LTD. 1795 SAINT CLAIR AVENUE SAINT PAUL, MN. 55105 SHAKOPEE FIRE STATION #2 Services include, architectural services, interior design services, civil engineering, structural engineering, mechanical engineering, and electrical engineering. PAGE 2 March 30, 2011 November 30, 2011 PAGE 3 § 2.5 The Architect shall maintain the following insurance for the duration of this-Agreement-all applicable claims. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost: $1,000,000.00 $250,000.00 / $500,000.00 Additions and Deletions Report for AIA Document 8101 T"" — 2007 (formerly BM"' — 1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Aue 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 11:47:17 on 08/03/2010 under Order No.8189589764 1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) • Per State Statute $2,000,000.00 PAGE 4 § 3.1.5 The Architect shall, at appropriate times, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to comply with applicable design requirements imposed by such governmental authorities and by such entities providing utility services. PAGE 8 § 4.1.1 Programming NA § 4.1.2 Multiple preliminary designs NA § 4.1.3 Measured drawings NA § 4.1.4 Existing facilities surveys NA § 4.1.5 Site Evaluation and Planning (B203TM -2007) NA § 4.1.6 Building information modeling NA § 4.1.7 Civil engineering ARCHITECT § 4.1.8 Landscape design ARCHITECT § 4.1.9 Architectural Interior Design (B252TM 2007) ARCHITECT § 4.1.10 Value Analysis (B204TM -2007) NA § 4.1.11 Detailed cost estimating NA § 4.1.12 On -site project representation ARCHITECT § 4.1.13 Conformed construction documents NA § 4.1.14 As- Designed Record drawings NA § 4.1.15 As- Constructed Record drawings NA § 4.1.16 Post occupancy evaluation NA § 4.1.17 Facility Support Services (B210TM -2007) NA § 4.1.18 Tenant- related services NA § 4.1.19 Coordination of Owner's consultants ARCHITECT § 4.1.20 Telecommunications /data design NA OWNER § 4.1.21 Security Evaluation and Planning (B206TM— NA OWNER 2007) § 4.1.22 Commissioning (B211TM -2007) NA § 4.1.23 Extensive environmentally responsible design NA § 4.1.24 LEED Certification (B214TM -2007) NA § 4.1.25 Fast -track design services NA § 4.1.26 Historic Preservation (B205TM -2007) NA § 4.1.27 Furniture, Furnishings, and Equipment Design ARCH. (B253TM- 2007) (PARTIAL) PAGE 10 .1 NA ( ) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor .2 NA ( ) visits to the site by the Architect over the duration of the Project during construction .3 NA ( ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 NA ( ) inspections for any portion of the Work to determine final completion Additions and Deletions Report for AIA Document B101 - 2007 (formerly 8161 T' — 1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AtA Document is protected by U.S. Copyright Law and International Treaties. 2 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 11:47:17 on 08/03/2010 under Order No.8/89589764 1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) PAGE11 § 5.4 The Owner shall furnish surveys to describe physical characteristics , legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. The owner does not warrant the accuracy of any information provided that identifies the location of private utilities. The Architect is responsible to verify such information with the utility owner. PAGE13 § 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 casc not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causcs of action not commenced in accordance with this Section 8.1.1.law. damages due to either party's termination of this Agreement, except as specifically provided in Section 9.7. § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to - - - . . - . _ . • . • - _ dispute resolution. mediation. . If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree or a court orders or allows otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceeding , • • - . . pending mediation for a period of 60 days from thc date of filing, unless staycd for a longer period by agreement of thc parties or court order. If an arbitration proceeding is stayed pursuant to this section, thc parties may nonetheless proceed to thc selection of the arbitrator(s) and agree upon a schedule for later procccdings.resolution. PAGE14 [ L] . Litigation in a court of competent jurisdiction § the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the Agreement, and filed with the person or entity administering the arbitration. Additions and Deletions Report for AIA Document B101 TM 2007 (formerly 8151 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this Ale 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) • e€limitationspurposcs, receipt of a written demand for arbitration by the person or entity administering the matter in question. any court having jurisdiction thereof. - - with applicable law in any court having jurisdiction thereof. OR- 84A Architect under this Agreement. PAGE 15 § 10.1 This Agreement shall be governed by the law of the place where the Project is located, 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. • One hundred, ninety seven thousand dollars ($197,000.00) TO BE DETERMINED AND NEGOTIATED AS NECESSARY. PAGE 16 TO BE DETERMINED AND NEGOTIATED AS NECESSARY. Schematic Design Phase Ten percent ( 10 %) Design Development Phase Twenty percent ( 20 %) Construction Documents Fifty percent ( 45 %) Phase Additions and Deletions Report for AIA Document B101 TM - 2007 (formerly B151 TM - 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and international Treaties. 4 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 11:47:17 on 08/03/2010 under Order No.81895897641 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) Bidding or Negotiation Phase Five percent ( 5 %) Construction Phase Twenty percent ( 20 %) .1 Transportation and authorized out of town travel and subsistence; Mileage (at current IRS rate) .2 Long distance services, dedicated data and communication services, teleconferences, Project Web site and e cane+ ;Deliveries (at cost) .3 Fccs paid for securing approval of authorities having jurisdiction over thc Project;Out- sourced production (at cost) .4 Printing, reproductions, plots, standard form documcnts; .5 Postage, handling and• ry thc Owner; Projcct, or the expense of additional ins>arance eovcragc or limits if the Owner requests such insurance in excess of that normally carried by thc Architect's consultants; .8 All taxcs levied on professional services and on reimbursable expenses; .10 Site office expense .11 Other similar Projcct related expenditures.Plots (at cost) § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus 0 percent (0 %) of the expenses incurred. PAGE17 § 11.10.1 An initial payment of NA ($ ) 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 60 ( ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. % --per annum 12.2.2 The City and the Architect acknowledge that this Agreement is governed by Section 13.05, Subdivision 11 of the Minnesota Government Data Practices Act ( "Act "). Consequently, all of the data created, collected, received, stored, used, maintained, or disseminated by the Architect in performing its services are subject to the requirements of the Act, and the Architect must comply with those requirements as if it were a governmental entity. The Architect has no obligation, however, to provide the public with access to public data if the data is otherwise available from the City. SEE ATTACHED: EXHIBIT A & EXHIBIT B PAGE 18 JOHN J. SCHMITT MAYOR ' FFREY L. J' • L 'RES P ► Additions and Deletions Report for AIA Document 8101 TM - 2007 (formerly 8151 TM -1 • • ). Copyright ©1974, 1978, 19:' , 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. 5 Unauthorized reproduction or distribution of this Ale 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) • (Signature) MARK MCNEILL CITY MANAGER (Printed name and title) (Signature) JUDY COX CITY CLERK (Printed name and title) Additions and Deletions Report for AIA Document B101 TM - 2007 (formerly 8151 TM - 1997). Copyright ©1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. 6 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) Certification of Document's Authenticity AIA® Document D401 TM — 2003 I, Jeff Oertel, 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 11:47:17 on 08/03/2010 under Order No. 8189589764_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 B101TM — 2007, Standard Form of Agreement Between Owner and Architect, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions . :) ele;/s Report. (Signed] //e4tiled (Title) L b (Dated) AIA Document D401 TM - 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 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 11:47:17 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1784887156) I AIA ■■ Document BIOITM - 2007 Exhibit A Initial information for the following PROJECT: (Name and location or address) SHAKOPEE FIRE STATION #2 ADDITIONS AND DELETIONS: The author of this document has added information needed for its THE OWNER: completion. The author may also (Name, legal status and address) have revised the text of the original AIA standard form. An Additions and CITY OF SHAKOPEE Deletions Report that notes added information as well as revisions to 129 SOUTH HOLMES STREET the standard form text is available SHAKOPEE, MN. 55379 from the author and should be reviewed. A vertical line in the left THE ARCHITECT: margin of this document indicates (Name, legal status and address) where the author has added necessary information and where OERTEL ARCHITECTS, LTD. the author has added to or deleted 1795 SAINT CLAIR AVENUE from the original AIA text. SAINT PAUL, MN. 55105 This document has important legal consequences. Consultation with an This Agreement is based on the following information. attorney is encouraged with respect (Note the disposition for the following items by inserting the requested information or a to its completion or modification. statement such as "not applicable," "unknown at time of execution" or "to be determined later by mutual agreement.') ARTICLE A.1 PROJECT INFORMATION § A.1.1 The Owner's program for the Project: (Identify documentation or state the manner in which the program will be developed) Based on the initial planning performed by Oertel Architects and direction / modifications provided by the city of Shakopee. § A.1.2 The Project's physical characteristics: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site; etc.) The project will consist of a new fire station facility located in the existing Lion's park area, off of Vierling Drive. The building will be approximately 14,000 square feet in size. § A.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total, and if known, a line item break down.) Net building and site construction budget: $2,507,000.00 (Two million, five hundred and seven thousand dollars). Total project budget: $2,982,000.00 (Two million, nine hundred eighty two thousand dollars) AIA Document B101"' — 2007 Exhibit A. Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. Init. 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 11:50:53 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1332507507) § A.1.4 The Owner's other anticipated scheduling information, if any, not provided in Section 1.2: Project start: Start schematic design: August 9, 2010. Complete schematic design: September 13, 2010. Complete design development: October 18, 2010. Complete construction documents: December 22, 2010. Bids due: January 25, 2011. (3 weeks of bid time) Construction start: March 30, 2011. Shell complete: August 2011. Substantial completion: November 30, 2011. Complete punch list: December 23, 2011. Final lift of asphalt / final completion: Spring 2012. § A.1.5 The Owner intends the following procurement or delivery method for the Project: ( Identify method such as competitive bid, negotiated contract, or construction management.) 1 Competitive bid. § A.1.6 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere, such as environmentally responsible design or historic preservation requirements.) ARTICLE A.2 PROJECT TEAM § A.2.1 The Owner identifies the following representative in accordance with Section 5.3: (List name, address and other information.) RICK COLEMAN — FIRE CHIEF CITY OF SHAKOPEE 129 SOUTH HOLMES STREET SHAKOPEE, MN. 55379 Telephone Number: 952- 233 -9579 § A.2.2 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's submittals to the Owner are as follows: (List name, address and other information.) § A.2.3 The Owner will retain the following consultants and contractors: (List discipline and, if known, identj them by name and address.) § A.2.4 The Architect identifies the following representative in accordance with Section 2.3: (List name, address and other information) JEFFREY OERTEL 1795 SAINT CLAIR AVENUE SAINT PAUL, MN. 55105 Telephone Number: 651- 696 -5186 AIA Document 8101 TM - 2007 Exhibit A. Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`"' 2 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 taw. This document was produced by AIA software at 11:50:53 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1332507507) § A.2.5 The Architect will retain the consultants identified in Sections A.2.5.1 and A.2.5.2. (List discipline and, if known, identifi, them by name, legal status, address and other information.) § A.2.5.1 Consultants retained under Basic Services: .1 Structural Engineer DARG, BOLGREAN, MENK, INC. 7575 GOLDEN VALLEY ROAD SUITE 210 GOLDEN VALLEY, MN. 55427 Telephone Number: 763 -544 -8457 .2 Mechanical Engineer EMANUELSON PODAS, INC. 10401 BREN ROAD EAST MINNETONKA, MN. 55343 Telephone Number: 952- 930 -0050 .3 Electrical Engineer EMANUELSON PODAS, INC. 10401 BREN ROAD EAST MINNETONKA, MN. 55343 Telephone Number: 952- 930 -0050 .4 Civil Engineer FOTH INFRASTRUCTURE & ENVIRONMENT, LLC EAGLE POINT II 8550 HUDSON BOULEVARD NORTH, SUITE 105 SAINT PAUL, MN. 55402 Telephone Number: 651- 288 -8549 § A.2.5.2 Consultants retained under Additional Services: § A.2.6 Other Initial Information on which the Agreement is based: (Provide other Initial Information.) SEE ATTACHED EXHIBIT B SEE ATTACHED PROJECT BUDGET ESTIMAI'E AIA Document 8101 TM — 2007 Exhibit A. Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 3 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 11:50:53 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1332507507) EXHIBIT B - SUPPLEMENTAL SCOPE OF SERVICES SCHEMATIC DESIGN: Preparation of a project schedule Re- evaluation of the space needs and requirements for the Fire Station, short term and Iong term Discussion with staff regarding existing proposed study plan Site design Schematic 3D rendered model design DESIGN DEVELOPMENT: Design of mechanical and electrical systems Preparation of energy efficient options Landscape design as required by the city zoning code Preparation of revised cost estimate for construction, and associated project cost Review meetings with key staff CONSTRUCTION DOCUMENTS: Prepare and finalize all construction documents including drawings and specifications CONSTRUCTION: One weekly site meeting during the heavy construction periods, one site meeting every other week at less busy construction periods Review of submittals and shop drawings Review of contractor pay applications Punch list preparation AIA Document B101 TM - 2007 Exhibit A. Copyright() 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA 4 Document, or any portion of it, may result in severe civil and criminal penalties, and wit be prosecuted to the maximum extent possible under the law. This document was produced by /MA software at 11:50:53 on 08/03/2010 under Order No.8189589764 1 which expires on 07/21/2011, and is not for resale. User Notes: (1332507507) f Additions and Deletions Report for AIA Document B101 TM — 2007 Exhibit A 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 11:50:53 on 08/03/2010. PAGE 1 SHAKOPEE F1RE STATION #2 CITY OF SHAKOPEE 129 SOUTH HOLMES STREET SHAKOPEE, MN. 55379 OERTEL ARCHITECTS, LTD. 1795 SAINT CLAIR AVENUE SAINT PAUL, MN. 55105 Based on the initial planning performed by Oertel Architects and direction / modifications provided by the city of Shakopee. The project will consist of a new fire station facility located in the existing Lion's park area, off of Vierling Drive. The building will be approximately 14,000 square feet in size. Net building and site construction budget: $2,507,000.00 (Two million, five hundred and seven thousand dollars). Total project budget: $2,982,000.00 (Two million, nine hundred eighty two thousand dollars) PAGE2 Project start: Start schematic design: August 9, 2010. Complete schematic design: September 13, 2010. Complete design development: October 18, 2010. Complete construction documents: December 22, 2010. Bids due: January 25, 2011. (3 weeks of bid time) Construction start: March 30, 2011. Shell complete: August 2011. Substantial completion: November 30, 2011. Complete punch list: December 23, 2011. Final lift of asphalt / final completion: Spring 2012. Additions and Deletions Report for AIA Document B101 TM - 2007 Exhibit A. 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 1 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 11:50:53 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1332507507) Competitive bid. RICK COLEMAN — FIRE CHIEF CITY OF SHAKOPEE 129 SOUTH HOLMES STREET SHAKOPEE, MN. 55379 Telephone Number: 952- 233 -9579 JEFFREY OERTEL 1795 SAINT CLAIR AVENUE SAINT PAUL, MN. 55105 Telephone Number: 651- 696 -5186 PAGE 3 DARG, BOLGREAN, MENK, INC. 7575 GOLDEN VALLEY ROAD SUITE 210 GOLDEN VALLEY, MN. 55427 Telephone Number: 763 - 544 -8457 EMANUELSON PODAS, INC. 10401 BREN ROAD EAST MINNETONKA, MN. 55343 Telephone Number: 952- 930 -0050 .3 Electrical Engineer EMANUELSON PODAS, INC. 10401 BREN ROAD EAST MINNETONKA, MN. 55343 Telephone Number: 952- 930 -0050 .4 Civil Engineer FOTH INFRASTRUCTURE & ENVIRONMENT, LLC EAGLE POINT II 8550 HUDSON BOULEVARD NORTH, SUITE 105 SAINT PAUL, MN. 55402 Telephone Number: 651- 288 -8549 Additions and Deletions Report for AIA Document 8101 T " - 2007 Exhibit A. 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 2 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 11:50:53 on 08/03/2010 under Order No.8189589764_1 which expires on 07/21/2011, and is not for resale. User Notes: (1332507507) SEE ATTACHED EXHIBIT B SEE ATTACHED PROJECT BUDGET ESTIMATE EXHIBIT B - SUPPLEMENTAL SCOPE OF SERVICES SCHEMATIC DESIGN: Preparation of a project schedule Re- evaluation of the space needs and requirements for the Fire Station, short term and long term Discussion with staff regarding existing proposed study plan Site design Schematic 3D rendered model design DESIGN DEVELOPMENT: Design of mechanical and electrical systems Preparation of energy efficient options Landscape design as required by the city zoning code Preparation of revised cost estimate for construction, and associated project cost Review meetings with key staff CONSTRUCTION DOCUMENTS: Prepare and finalize all construction documents including drawings and specifications • CONSTRUCTION: One weekly site meeting during the heavy construction periods, one site meeting every other week at less busy construction periods Review of submittals and shop drawings Review of contractor pay applications Punch list preparation Additions and Deletions Report for AIA Document 8101 TM - 2007 Exhibit A. 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 3 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 :50:53 on 08/03/2010 under Order No.8189589784_1 which expires on 07/21/2011, and is not for resale. User Notes: (1332507507)