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Signed Contract_Selser Schaefer Architects_Five Flags Theater Masonry 1- Document B101TM — 2007 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the 24 day of May in the year 2016 BETWEEN the Architect's client identified as the Owner: ADDITIONS AND DELETIONS: The City of Dubuque The author of this document has 50 West 13d'Street added information needed for its completion.The author may also Dubuque,IA 52001-4805 have revised the text of the original AIA standard form.An Additions and and the Architect: Deletions Report that notes added information as well as revisions to Selser Schaefer Architects the standard form text is available 240 West 2,,d Street from the author and should be Dubuque,IA 52001 reviewed.A vertical line in the left margin of this document indicates for the foilowing Project: where the author has added necessary information and where Five Flags Theater the author has added to or deleted 405 Main Street from the original AIA text. Dubuque, IA 52001 This document has important legal Create bid documents,plans,specifications and provide contract administration for consequences.Consultation with an attorney is encouraged with respect rehabilitation work of the exterior fagade and Fre escape.Documents will be in to its completion or modification. accordance with the Secretary of the Interiors Standards for the Treatment of Historic Properties and the National Park Service(NPS)Technical Preservation Services Technical Perseveration Briefs. The Owner and Architect agree as follows. Mit. AIA Document B101 T'—2007(formerly B1517m—1997).Copyright OO 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 ordistribution of this AIA Document,or any portion of it,may result in severe civil and criminal penalties.and will he prosecuted to the maximum extent possible 1 under the law.This document was produced by AIA software at 15:11:37 on 05/24/2016 under Order No.8889740216_1 which expires on 03112/2017,and is not for resale. User Notes: (2016891722) i i i i i TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES I 4 ADDITIONAL SERVICES t i 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK i 7 COPYRIGHTS AND LICENSES j a CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS , 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS i 13 SCOPE OF THE AGREEMENT EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article I and in optional Exhibit A,Initial Information: Architect's Consultants retained tinder Basic Services: Historic Preservation Consultant Walter Sedovie Architects One Bridge Street,Suite One Irvington,NY 14533 § 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: September 19,2016 .2 Substantial Completion date: December 9,2016 § 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. Inst. AIA Document B101""—2007(_formerly B16I TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.Ail rights reserved,WARNING:This AIA" Document is protected by US.copyright Law and international Treaties,Unauthorized reproduction or distribution 2 of this AIA' Document,or any portion of it,may result ur savore civil and rrirninal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:11:37 on 06/24/2016 under Order No.8889740216_1 which expires on 03/12/2017,and is not for resale. User Notes: (2016891722) ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances.The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent,the Architect.shall not engage in any activity,or accept any employment,interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance for the duration of this Agreement.If any of the requirements set forth below exceed the types and limits the Architect normally maintains,the Owner shall reimburse the Architect for any additional cost: ,1 General Liability See attached Insurance Schedule C 1 Automobile Liability See attached Insurance Schedule C .3 Workers' Compensation See attached Insurance Schedule C .4 Professional Liability See attached Insurance Schedule C 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. i I § 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 scliedule,if necessary,as the Project proceeds until the commencement of construction. AIA Document B1011"—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.5.ccpynulit Law and International Treat les.Unauthorizod reproduction or distribution 3 of this AIA Document,or any portion of it.may result in eayere civil and criminal penalties.and will be prosecuted to the in, extent possible under the law This document was produced by AIA software at 15:11:37 on 05124/2016 under order No.8889740216_1 which expires on 03/12/20-17,and is not for resale. User Notes: (2016891722) i § 3.1.4'rhe Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. § 3.1.5 The Ai-chitect shall,atappropriate times,contact the goverriniental authorities required to approve the ; Construction Documents and the entities providing Utility services to the Project.In designing the Project, the j Architect shall respond to applicable design requirements imposed by such governmental authorities and by such i entities providing utility services, I § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for tiling documents required for the approval of governmental authorities having jurisdiction over the Project. (Paragraphs deleted) § 3.1.7 BUILDING ENVELOPE INVESTIGATION REPORT(PHASE 200—PRE-DESIGN PHASE) § 3.1.7.1 The Architect and Architect's consultants shall perform a visual and photographic investigation to evaluate the existing building envelope. This investigation will confirm the existing conditions of the building materials, types of materials,areas in need of repairs and recommendation of repairs. § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES(PHASE 300—DESIGN PHASE) § 3.4.1 Based on the Owner's approval of the Building Envelope Investigation Report and Cost Opinion,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.. i § 3.4.2 The Architect shall incorporate into the Construction DOCul11entS 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 Contactor;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, w § 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 i 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. l § 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; ,I Inst. AIA Document B101 TM'—2007(formerly 8151 T^' 1997).Copyright O 1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING: This AIA" Document is prolecled by U.S.Copyrhilil Law and international Treaties,Unauthorized reproduction or distribution 4 or this AIA Document.or any portion of it,may result in severo civil and rrimi nal pet tall ins.and will be prosecuted to the maximum extent passible ! t under the law.This documentwas produced by AIA software at 15:11:37 on 05/2,112016 under order No.8889740216_1 which expires on 03/1212017,and is not for resale. User Notes; (2016891722) i I .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 fi-on1 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. § 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 ALA Document A201'"11-2007,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 Contactor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 43,the Architect's responsibility to provide Construction Phase Services commences with the award of the Contact 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 t11e 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 fi-om the most recent construction schedule submitted by the Contractor,and(2)defects anci deficiencies observed in the Work, Inst. AIA Document B101 T"'—2007(formerly 8151 T"—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 5 of this AIA Documenw or any portion of it.may result in severe civil and criminal penalties,an(]will Uu prosecuted to the mexintutn extent possible under the law This document was produced by AIA software at 15:11:37 on 05124/2016 under Order No.8889740216_1 which expires on 0 311 21201 7,and is not for resale. User Notes: (2016891722) § 3.6.2.2 The Architect has the authority to reject Work that does not conform to tine Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect shall have the authority to require inspection Of- testing rtesting 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 ditty or responsibility of the Architect to the Contractor,Subcontractors, material and equipment suppliers, their agents of-employees or other persons or entities performing portions of the Work, § 3.6.2.3 The Architect shrill interpret and decide matters concerning performance Under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of tile 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 SCert1'e 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 fitith,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 tine Contract.Documents. The foregoing representations arc 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 fi•om Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's tight 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 ol'checking for conformance with information given and the design concept expressed in the Contract Documents.Review of such submittals is not for tine 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, AIA Document 6101 TM—2007(formerly B151 T"—1997).Copyright©1974,1978,1987,1997 and 2007 by The American institute of Architects.All rights Init. reserved.WARNING:This AIA Document rs protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 6 of this AIA Document or any portion of it.may result in Sevilla c,vil and crurunal penalties.and will bu prgsucuted Io tlto maximum extent possible under ilia law.This documentwas produced by AIA software at 15:11:37 on 05/24(2016 tinder order No.8889740216_1 which expires on 0311212017,and Is not for resale, User Notes: (2016891722) 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 hroressionaI's seal and signature w1i n subinitteel to the Architect The_ArLhjLCCL_shaII lie 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 thue Contract Documents the requirements for requests for information. Requests for information shall include,at a minimum,a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested.The Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with treasonable promptness.If appropriate,the Architect shall prepare and issue Supplemental Drawings and Specifications in response to requests for information. i § 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 a § 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 adjushnent 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 fi•om 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 Doctunents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance or the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the j Contractor of Work to he 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 fiom 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) j consent of surety or sureties, if any, to reduction in or partial release of retainage or the malting 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 unuler 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 tine facility operations and performance. Init. AIA Document B101'^'—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 oy U.S Copyright Law and International Treaties.unauthorized reproduction or distribution 7 of this AIA Document,or any portion of it,may rnetat in severe civil and criminal penalties and will he prosecuted to the maximum extent possible cinder the law This documentwas produced by AIA software at 15:11,37 on 05/24/2016 under Order No.8889740216_1 which expires on 03/12/2017,and is not for resale. User Notes: (2016891722) i 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 112 (Designate the Adclitional Services the Architect shall provide in the second column of the table below,In the third column indicate whether the se/vice description is located in Section 4.2 or in an attached sahibit.If in an Lr-hibit, idents the erltibit.) I 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) identifier)below) § 4.1,1 Programming Not Provided § 4.1.2 Multiple preliminary designs Not Providers 4.1.3 Measured drawings Architect Part of Basic Services fee. Refer 4.1.4 Existing facilities surveys to Section 4.2.2 for scope ofworh § 4.1.5 Site Evaluation and Planning(13203""t-2007) Not Provided § 4.1.6 Building information modeling Not Provided § 4.1.7 Civil engineering Not Provided § 4.1,8 Landscape design Not Provided 4.1.9 Architectural Interior Design(13252"`''-2007) Not Provided § 4.1,10 Value Anal sis B204","1-2007) Not Provided 4.1.11 Detailed cost estimating Not Provided 4.1.12 On-site project representation Not Provided I § 4.1.13 Conformed construction documents Not Provided 4.1.14 As-Designed Record drawings Not Provided 4.1.15 As-Constructed Record drawings Not Provided 4.1.16 Post occupancy evaluation Not Provided 4.1.17 Facility Support Services(B210T`'t-2007) Not Provided i 4.1.18 Tenant-related services Not Provided 4.1.19 Coordination of Owner's consultants Not Provided § 4.1.20 Telecommunications/data design Not Provided § 4.1.21 Security Evaluation and Planning Not Provided (B206T"1-2007) § 4.1,22 Commissioning(B211TM-2007) Not Provided § 4.1.23 Extensive environmentally responsible design Not Provided § 4.1.24 LEED"Certification 13214:11,1-2007) Not Provided 4.1.25 Fast-track design services Not Provided 4126 Historic Preservation(132051"11-2007) Not Provided § 4.1.27 Furniture,Furtnishings,and Equipment Design (B2537--2007) i § 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. § 4.2,2—Existing Facilities Survey—The Architect and Architect's consultants will perforin a visual and photographic exterior facility survey For the facility to perform the scope or work for this project. Inst. AIA Document 8101""—2007(formerly 6151 M—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.Ail rights reserved,WARNING;This AIADocument is protectod by U.S,Copyright Law and International Treaties.Unauthorized reproduction or distribution 8 of this AIA Document.orally portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extant possible t under the law-This document was produced by AIA software at 15:11:37 on 06/2412016 under Order No.8889740216 1 which expires on 03/1212017,and is not for resale. User Notes: (2016891722) § 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,duality, complexity, tine 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 LEED0 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 tine Owner not rendered in a tinnely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contractors,or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for,and attendance at,a public presentation,meeting or hearing; .8 Preparation For,and attendance at a dispute resolution proceeding or legal proceeding,except where the Architect is party thereto; 9 Evaluation of the qualifications oFbidders 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 fol lowing 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 Constuction Phase Services 60 days after(1)the date oFSubstantial Completion of the Work or(2)tine anticipated date or Substantial Completion identified in Initial Information,whichever is earlier. § 4.3.3 Tine Architect shall provide Construction Phase Services exceeding the limits set Forth below as Additional Services.When the limits below are reached,the Architect shall notify the Owner: 1 Two(2 )reviews of each Shop Drawing,Product Data item,sample and similar submittal of the Contractor .2 Construction Duration is longer than 12 weeks. Init, AIA Document B101111—2007(formerly B151 T"'—1997).Copyright Q 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 9 of this AIA Document,or any portion of it.may result in severe civil and criminal penalties and will be prosecuted to the inaximtun axtant possihle / under the raw.This document was produced by AIA software at 15:11:37 on 05124/2016 under Order No.8889740216_1 which expires on 03/12/2017,and is not for resale. User Notes: (2016891722) 3 One( I )inspection per phase for any portion of the Work to determine whether such portion of(he Work is substantially complete in accordance with the requirements of the Contract Documents .4 One( I )inspection per phase for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within twelve( 12)months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. 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 clays 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 Proiect,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 signi ficantly 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 Ar'chitect's services. § 5.4 The Owner shall fitrnish 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 uiverts and depths.All the information on the survey shall be referenced to a Project benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits,detertninations 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 fairish 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 or the Project.The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided. § 5.7 The Owner shall fitrnish 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 al l legal,insurance and accotmting 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 authorizer!,the Owner shall endeavor to Communicate with the Contractor and the Architect's consultants through 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 Doculnenl is protected by U 3.copyright l.Aw and Intornallonal Treaties.Unautharizatl reproduction or distribution 10 of this AIA Documontor any portion of it.may result in suvere rrvll and criminal punalties.and will be prosecuted to the maximunT oxtent passible under the IAW This document was produced by AIA software at 15:11:37 on 08124/2016 under Order No.8889740216_1 which expires on 03112/2017,and is not for resale. User Notes: (2016891722) 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 maty affect the Architect's services. § 5,11 Before executing the Contract For Construction,the Owner shall coordinate(lie 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, § 62 The Owner's budget for the Cost of the Work is provided in Initial Information,and may be adjusted throughout the Project as required tinder Sections 5.2,6,4 and 6.5.Evaluations of the Owner's budget for the Cost of the Work,the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect,represent the Architect's judgment as a design professional.It is recognized,however,that neither the Architect nor the Owner has control over the cost of labor,materials or equipment;the Contractor's methods of determining bid prices;or competitive bidding,market or negotiating conditions.Accordingly,the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary 6•om the Owner's budget for the Cost of the Work or fr0111 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 conunenced 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;of- ,5 implement any other mutually acceptable alternative. § 63 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 Inst, AIA Document 6101 Th'—2007(formerly B151 TN—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights reserved,WARNING:This AIAuocumenl is protected by U 5,Copyright Law and tntornalionai Treaties.Unauthorized reproduction or distribution 11 of this AIA Ducumont,ar any portion of it,may rosuit in severe civil and criminal penalties,and will be proseruted to the maximuni extent possible under the law This document was produced by AIA software at 16:11:37 on 05/24/2016 under Order No.8889740216_1 which expires on 03112/2017,and is not for resale. User Notes: (2016891722) 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 Itistruments of Service,or any other information,the transmitting party is the copyright owner of such information or has permission fi-ont the copyright owner to vansmit 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 die 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 htstrwnents of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants, , § 7.3 Upon execution of this Agreement,the Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing,using,maintaining,altering and adding to the Project,provided that the Owner substantially performs its obligations,including prompt payment of all sums when due,under this Agreement.The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement.The license granted under this section permits the Owner to authorize the Contractor,Subcontractors,Sub-subcontractors,and material or equipment suppliers,as well as the Owner's consultants and separate contractors,to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project.If the Architect rightftdly 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 tine Architect and Architect's consultant(s)front all claims and causes of action arising from such uses.The Owner,to the extent permitted by law, father agrees to indemnify and hold harmless the Architect and its consultants fi-om 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 die other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8,1,.1. (Parcigra1)h deleted) § 8.1.3 The Architect and Owner waive consequential damages For claims,disputes or other.matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination of this Agreement,except as specifically provided in Section 9.7. § 8.2 MEDIATION § 8.2.1 Ally claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution.If such matter relates to or is the subject of a lien AIA Document B101 T^—2007(formerly 13151 T'^—1997).Copyright 01974,'1078,1987,1997 and 2007 by The American Institute of Architects.All rights Mit, reserved.WARNING:This AIADocument is protected by U.S.Copyright law and International Treaties.Unauthorized reproduction or distribution 12 of this AIA Document,or any portion of it,may result in suvure dull end criminal penalties,and will be prosecuted to tun maximum extent possible f under tho taw.This documentwas produced by AIA software at 15:11:37 on 05/24/2016 under Order No.8889740216_1 which expires on 0311212017,and Is not for resale. User Notes; (2016891722) arising nut 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. § 812 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement.A request for mediation shall be made in writing,delivered to the other party to the Agreement,and filed with the person or entity adn-iWstering the mediation.The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but,in such event,mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of GO days from the date of filing, unless stayed For a longer period by agreement of the parties or court order,If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of tite arbitrator(s) and agree upon a schedule For later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of binding dispute resolution shall be the following: (Check the appropriate box,If the Owner and Architect do not select a method of bincling dispute resolution beloly, or do not subsequently agree in writing to a binding dispute resolution niethod other than litigation,the dispute will be resolved in a court of competent f n-isdiction.) [X] Arbitration pursuant to Section 83 of this Agreement [ ] 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 resolvcd by, mediation shall be subject to arbitration which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement.A demand for arbitration shall be made in writing,delivered to the other party to this Agreement,and tiled.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 ora request for mediation,but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim,dispute or other matter in question would be barred by the applicable statute of limitations, For statute of limitations purposes,receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim,dispute or other matter in question. § 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duty consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any courthaving jurisdiction thereof, § 8.3.3 The award rendered by tllc.arbitrator(s)shall be final,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. (Paragraphs deletecl) Inst. AIA Document 8101'^'—2007(formerly B151111—1997).Copyright @1974,1978,1987,1997 and 2007 by The American institute of Architects.All rights reserved.WARNING This AIA Oocuinent is protected by U,S.Copyright UW and International treaties.Unaulhorizad reproduction or distribution 13 of this AIA Dorurnanr 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 15:11:37 on 05/24/2016 under Order No.8889740216_1 which expires on 03/12/2017,and is not for resale. User Notes: (2016891722) 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 tlme 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 al I 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 patty 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 clue and all Termination Expenses as defined in Sectian 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, § 9.8 The Owner's lights 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 Iowa 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 Irl days prior to execution.The Architect shall not be required to execute certificates of- consents rconsents that would require knowledge,services or responsibilities beyond time scope of this Agreement. AIA document B1011"—2007(formerly 8151 M—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects,Ali rights Init. reserved.WARNING.This A1A' Document is protected by U S.Copyright Law and International Treaties,unauthorized reproduction or distribution 14 of this AIA' cocurnent.or any portion of it,may result in severe civil and criminal penalties.and will be prosecuted to tha maximum extent possible ander the law This document was produced by AIA software at 15:11:37 on 05/24/2016 under Order No.8889740216_1 which expires on 03/12/2017,and is not for resale. 2 User Notes: 016891722) § 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 fort.at the Project site. § 10,7 The Architect shall have the light to include photo=raphic or artistic representations of the design 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 ofconfidetitial information. §10.9 INDEMNIFICATION To the fullest extent permitted by law,Architect shall indemnify and hold harmless the City, its officers,agents,and employees from and against all claims,damages, losses and expenses,including but not limited to attorneys' fees, arising out of or resulting from performance of the Contract,provided that such claim,darnages,loss or expense is attributable to bodily injury,sickness,disease or death,or injury to or destruction of property including loss of use resulting therefrom,but only to the extent caused by negligent acts or omissions of the Architect,Architect's subconsultant,or anyone directly or indirectly employed by Architect or Architect's subconsultant or anyone for whose acts Architect or Architect's subconsultant may be liable,provided that Architect shall not indenmify for or have legal liability for damage,loss or expense to the extent caused by a party indemnified hereunder or a person for whom Architect is not legally liable. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described Under Article 3, the Owner shall compensate the Architect as Follows: i Compensation for Basic Services will be a fixed fee in the amount of Thirty Two Thousand and Five Hundred Dollars($32,500.00)plus Reimbursable expenses and will be billed in the following phases: i Phase 100 Project Management $3,750.00 Phase 200 Predesign $3,000,00 Phase 300 Design Phase $11,500.00 Phase 400 Construction Phase $11,250.00 Phase 500 Quality Assurance/Quality Control $3,000.00 Phase 700 Reimbursable Expenses($6,800),Refer to Article 11.8 § 11.2 For Additional Services designated in Section 4,1,the Owner shall compensate the Architect as follows: (Paragraph deleted) § 11.3 For Additional Services that may arise during the course or the Project,including those under Section 4.3,the Owner shall compensate the Architect as follows: (Paragraph deleted) If additional services are necessary and a scope of work can be clearly defined,a fixed fee will be submitted for approval. Ill the event a scope of work is undefined, Following Owner approval,the work will be billed on an hourly basis only upon Owner's written authorization to proceed with each occurrence. Current hourly rates,at time orexecution of this Agreement,are listed in Article 11.7. snit, 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 nocumant is protocied Uy U 5 Copyright Law and hUernational Treaties-Unauthorized reproduction ur distribution 15 of this AIA' Document.or any portion of it,may result in severe civil and criminal penalties.and will be prasecuted to the maXunum extent possible under the law This document was produced by AIA software at 16:11:37 on 05/24/2016 under Order No.8889740216_1 which expires on 03/12/2017,and is not for resale. User Notes: (2016891722) § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 11,2 or 11.3,shall be the lunount invoiced,to the Architect plus ten percent( 10%),or as otherwise stated below: (Table clelete(l) (Paragraph cleleterl) § 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)i f 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.. i § 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'nornial review practices, Selser Schaefer Architects Principal Architect $175,00 Interior Designer $130,00 Associate Principal $165.00 Architect Ill/Designer III $140.00 Project Manager $165.00 Architect II/Designer Il. $130.00 Project Designer $150.00 Architect I/Designer 1 $110.00 Contract Administrator $150,00 Administrative $70.00 Walter Sedovic Architects Principal Architect $165.00 Project Architect $115,00 Associate Architect $140,00 Project Leader $115.00 Designer $140.00 Interior Designer $110,00 Construction Administrator $110.00 Intern $95,00 Project Manager $130,00 Administrative/Clerical $65.00 (Table deleted/) § 11,8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.8.1 Reimbursable Expenses are in addition to compensation for.Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: 1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences,Project Web sites,and extranets; .3 fees paid for securing approval of authorities having jurisdiction over the Project; ,4 Printing,reproductions,plots,standard form documents; .5 Postage,handling and delivery; 6 Rental of lift equipment to perform investigation report; 7 Gather samples and perform analysis of mortar,brick and paint. .8 Architect's Consultant's expense of professional liability insurance.dedicated exclusively to this Project,or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Other similar Project-related expenditures. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants phis ten percent( 10%)of the expenses incurred. Reimbursable expenses are not to exceed$6,800.00 i AIA Document B101 TM—2007(formerly B1511m—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 rreatles.Unauthorized reproduction or distribution 1 of this AIA Document,or any portion of it.may result in severe civil and criminal penathes.and will be prosecuted to the rrtaxinnan axlent possible under Ilia taw.This documentwas produced by AIA software at 15:11:37 on 05/24/2016 under Order No.888974Q216_1 which expires on 03/12/2017.and is not for resale. User Notes: (2016891722) § -11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE II'the Okvner terminates the.Architect For its convenience under Section 9.5,or the Architect terminates this Agreement under Section 9.3,the Owner shalt pay a licensing Fee as compensation for the OwwneCs continued use of the Architect's Instrun1C11B of Service solely for pu•pases of completing,using and maintaining the Project as follows: Uxo AMA § 11,10 PAYMENTS TO THE ARCHITECT § 11,10,1 An initial payment of zero($0.00)shall be made upon execution of this Agreement and is the inininuunn payment under this Agreement. It,hall be credited to the Owner's account in the final invoice. § 11,10.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed.Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid thirty( 310) days after the invoice date:hall bear interest at the rate entered below, or in the absence thereof at[tie legal rate prevailing from time to time at the principal place of business of the Architect, 1.5%monthly § 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 ill 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 cin the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: §12.1 State and Federal Tax Credit incentive services are excluded front the scope of work §12,2 The Compensation and Reimbursable amounts included in Article 11 are only applicable if the Pre-Design Phase,Construction DOetlll ent Phase and Construction Phase for this Scope of Work are performed simultaneously as the Mathis Elam House Masonry Rehabilitation Project.. i 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 Agreen)ent may be j amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 MALN Document BI011M-2007, Standard Form Agreement Between Owner and Architect (Paragraph deleted) .3 Other dOCUtnent5: Exhibit,\Work Breakdown Structure Insurance Schedule C I I I I I AIA bocument 13101" -2007(formerly 8151 "-'1997).Copyright,7 1974 1978.1987,1997 and 2007 by The American Institute of Architects.All ri0hls Inst. reserved 1 (P 11tl Ft 1 n 1.1 „1 U;' 1 1 ilt I( 11 11 `^nli i 71 n1- a Igl,l 1l 17 r�.., Ur4 1,.1..,All.-I ❑1, -h -t a i4 t,a, 1 : -,.1 nut,n:u oen.Nnrt-: Inrl wil ill .1-Ill i 11'1-011- n 'i P. ad,n f r 1,., a•. 1"his document was produced by AIA software at 15:11:37 on 05124/7.016 untlor Order No.8889740216_I which expires 3n03/1212017 and is not for resale. User Notes: (2016891722) i This Agreement entered into as of the day and year first written above. OWNER ARCHIT T (Signature Andrew McCready,AIA- Partner (P/•inted name caul title) (Printed name and title) I Inst. AIA Document B101 T'"—2007(formerly B151 Tm—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIADocument Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 18 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 t under the law.This document was produced by AIA software at 15:11:37 on 05/24/2016 under Order No.8889740216 1 which expires on 03/12/2017,and is not for resale. User Notes: (2016891722)