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Home My WebLink AboutStandard Form of Agreement with Johnson Architect for Senior Center Remodel IAIÄ Dacu ment B 1411M - 1997 Part 1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBiliTIES OF mE PARTIES 1.3 TERMS AND CONDITIONS SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4 1.5 COMPENSATION AGREEMENTroade as of the 11 '1'I-Idayof 1JtA/ iotheyear Z~ (/n words, indicatE day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) CitvofMeridian 33 E. Idaho Ave. Meridian. Idaho 83642 (208) 888-4433 and the Architect: (Name, address and other i'lformation) Johnsnn Architects P.C. 440 E. Comorate Drive Suite 102 Meridian. Idaho 83642 Telcohone Number: (208) 846-9033 Fax Number: (208) 846-9475 For the following Project: (Include detailed description of Project) [ Meridian Senior Center Uo!!rades 133 W. Broadwav Meridian. Idaho 83642 Renovations to the existin2 Meridian Senior Citizen Center needed to brin2 restroolIlS. entrances and exits and kitchen un to current International BuiIdin2 Code (IBC) and Americans with Disabilities Act (ADA) reQuirements. Priorities for use of available funds are more soecificallv described in the Meridian Senior Center Grant Aoolication dated March 5 2004 oreoared bv Sa2e Community Resources. This document has important legal consequences. Consultation with an attorney is encouraged with respect to ns completion or modifìcation. The Owner and Architect agree as follows: AlA Documenl B141" -1997 Part 1. Copyright @1917, 1926, 1948, 1951, 1953,1956,1961,1963, '966, 1967. 1970, 1974,1977,1967 and 1997 byThe American Insfltute 01 ArcMects. All rtghls reserved. WARNING, This AlA" Document 18 protected by U.s. Copyrtghl Law and Inlamatto.... Treaties. UnauthorIzed reproduction or dlatrtbutlon o1lhlo AJAo Document, or ony ponton 01 k, may rooulln severe civil and crimina' pona.'oo,and will be pros..uted 10 Ihe maximum extent possIble undar lhe low. This document was produced by AlA software at 09,34:00 on 11/1912004 under Order No.I000130965_' wh~h e><pres on 7122/2005, and Is not lor resala. User Note" (3735967606) ARTICLE 1.1 INITIALlNFORMATION § 1.1.1 This Agreement is based on the following information and assumptions. (Note the dispo"itionfor the following items by inserting the requested inftJrmarion ora statement such 0., "not applicable," "unknown at time of execution" or "to be determined later by mutual agreement. ") § 1.1.2 PROJECT PARAMETERS § 1.1.2.1 The objective or use is: (Identify or describe, if appropriate, propo...d use or goals.) I Renovations to the existiog Meridian Senior Citizen Center necessary to brin2 the facilitY's restroolIlS enttances and exits, and kitcben up to current IBC and ADA standards (exceot Kitcben entrance/exit). § 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size, location, dimen.,ion." or other pertinent information, such as geotechnical report., about the site.) I The existiru! facilitv is located at 133 W. Broadwav. Meridian, Idaho § 1.1.2.3 The Owner's Program is: (Identify documentation or state the manner in which the program will be developed) I Priorities including alternates as described in the Grant Anolication dated March 5 2004 nreoared bv Sage Communitv Resources: renovationlexoansion of restroolIlS kitchen ceiling uo!!!ades and exhaust s"'tem. addition or reolacement of various accessible ramos. § 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land surveys and legal fie,'iCription.¡ and re.,trictions of the sitE.) I A prooertv metes and bounds "survey' has not been orovided the architect bv the Owner the City of Meridian Buildin2 Ðeoarbnent will not reQuire that a lot line adjustment be made as Dart of the sco~e of this orolect § 1.1.2.5 The financial parameters are as follows. .1 Amount of the Owner's overall bndget for the Project, inclnding the Architect's compensation, is: $115 000.00 .2 Amount of the Owner's bndget for the Cost of the Work, exclnding the Architect's compensstion, is: $100000.00 § 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dates, durations or fast track scheduling.) I Not Aoplicable §1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method such as competitive bid, negotiated contract, or construction management.) I Comvetitive Bid § 1.1.2.8 Other parameters are: (Identify speciai characteristic., or needs of the Project such as energy, environmental or historic preservation requirement.,.) I Not Applicable § 1.1.3 PROJECT TEAM § 1.1.3.1 The Owner's Designated Representative is: (List name, address and other iriformation.) AlA Document BI41"'-I997 Part 1. Copyrlghl @ 1917,1926,1948, 1951,1953,1958,1961, 19as, 1966, 1967, 1970, 1974,1977,1987 and 1997 by The American Institute 01 Archsecla. All rlghls reaarved. WARNING: Thl8 AlA. Document 18 pr- by U.S. Copyrtg.! Law and J"ternatlc'"" Troatl... Unaut.ortzed reproclucllcn or dJatrtbutlon o1lhls AlA" Document cr any ponton 0111, may roou. In oevere cJvlI and crlml"at penaltJOB, and will ba prosecuted to the mexlmum extant possIble underlhe law. This document was produced by AlA aoOware at 09:34,00 on 11/1912004 under Order No.1000tSO965_1 which e",lres on 7/22/2005, and Is notlorreaare. U... Not.., (3735967606) 2 Contact: Kenneth Alti. Meridisn Senior Center 101 E. Carmel Dr. Meridian.. ill 83642-3337 (208)288-2211 (home) § 1.1.3.2 The persons or entitieo, in addition to the Owner's Deoignated Representative, who are required to review the Architect's submittals to the Owner are: (List name, addre,fS and other information.) I Not Aoolicab1e § 1.1.3.3 The Owner's other consultants and contractors are: (Li." discipline and, ifknown, identify them by name and addres".) I Not Aoolicable § 1.1.3.4 The Architect's Designated Representative is: (List name, addres" and other information.) I Ro.er Nielsen. Architect 440 E. Coroorate Drive, Suite 102 Meridian. Idaho 83642 § 1.1.3.5 The consultants retained at the Architect's expense are: (Li.,t di.,cipline and, ij'known, identify them by name and addre".,.) Structural En2ineer: DES Enl!:ineers P.c. 660 E. Fnmkl;n Suite 230 Meridian.. ill 83642 contact: Dale Swink Mechanical Enl!:ineer: Mus~ve Enl!:ineerin. 410 S. Orchard Suite 184 Boise, ill 83705 contact: Charles Paulin Electrical Enl!:ineer: DC Enoiueerin2. P.C. 440 E. Corootate Drive, Suite 103 Meridian.. ill 83642 contact: Jon Goranson § 1.1.4 Other important initial information is: I NotAoolicab1e § 1.1.5 When the services under this Agreement include conlract administtation services, the General Conditipns of the Contract for Constnlction shall be the editinn of AlA Document A201 current as of the date of this Agreemen~ or as follows: I AlA Document AWl as modified bv the Owner after consultation with the Architect. AlA Document B141'" -1997 Part ,. Copyright @ 1917, 1926,1948,1951, 1953, 1958, 1981, 1963. 1966, 1967, 1970, 1974,1977, 1967 and 1997 by The Amer;can InstlMo of Architects. All rlghlo reserved. WARNING, This IdAo Documa..1s protocted by U.s. Coþfrlght Law end IntornatlonatTreatles. Unauthorized reproduction or dlatr1butlon o1lhla AJAo Do.ume.., or any portion 01 k, may r_a In severo civil and crtmlnal penahles, and will be prosecuted to tho maxImum axlant pooolbta under the law. This documant wee produced by AlA aoftware at 09:34:00 on 11/1912004 under Order No.10001S0965_' which expires on 7122/2005, and;s not lor rasale. User NO1.., (3735967606) 3 § 1.1.6 The information contained in this Article 1.1 may be reasoœbly relied upon by the Owner and Architect in determining the Architect's compensation. Both parties, however, recogni2e that such information may change and, in that event, the Owner and the Architect sha1I negotiate appropriate adjustments in schedule, compensation and Change in Services in accordance with Section 1.3.3. ARTICLE 1.2 RESPONSIBILITIES OF mE PARTIES § 1.2.1 The Owner and the Architect shaII cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shaII endeavor to maintain good working relation6hips among all members of the Project team. § 1.2.2 OWNER § 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shaI1 provide full information in a timely manner regarding requirements for and Iíntitations on the Project. The Owner 6hall furnish to the Architect, within 15 days after receipl of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 1.2.2.2 The Owner sha1I periodically update the bndget for the Project, inclnding that portion allocated for the Cost of the Work, The Owner shaII not significantly increase or decrease the overall bndget, the portion of the bndget allocated for the Cost of the Work, or contingencies inclnded in the overall bndget or a portion of the bndget, withont the agreement of the Architect to a corresponding change in the Project scupe and qnality. § 1.2.2.3 The Owner's Designated Representative identified in Section 1.1.3 sha1I be anthori2ed to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Desigœted Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to. avoid unreasoœble delay in the orderly and sequential progress of the Architect's services. § 1.2,2.4 The Owner sha1I furnish the services of consultants other than those desigœted in Section 1.1.3 or authorize the Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasoœbly required by the scope of the Project. § 1.2.2.5 Unless otherwise provided in this Agreement, the Owner shaII 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. § 1.2.2.6 The Owner shaII furni6h all legal, insurance and accounting services, inclnding auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. §1.2.2.7 The Owner shaII provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. § 1.2.3 ARCHITECT § 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4. § 1.2.3.2 The Architect's services shaII be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Section 1.1.2.6 and which shall be adjusted, if necessary, as the Project proceeds. This scbedule sha1I 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. Tune limits established by this schedule approved by the Owner shall not, except for reasoœble cause, be exceeded by the Architect or Owner. § 1.2.3.3 The Architect's Desigœted Representative identified in Section 1.1,3 6hall be authorized to act on the Architect's behalf with respect to the Project. AlA Document 8141'" -1997 Part 1. Copyrlghl @ 1917, 192B, 1948, 1951, 1953, 19S5, 1961, Ig63, 1966, 1967, 1970, 1974,1977,1987 and 1997 by The American Institute of Architects. All rtghls reserved. WARIDNG, This AlAo Document 18 protected by U.s. Ccpy"ght Law and international Tremloo. Unauthorized reprodUCI'on or dlotrtbutlon o1lhla AlAo Dooument, or any portion 01", may roou"ln eo.are civil and criminal poneillea, and will be prosecuted 10 Iha maximum extent possible under lhe law. This documant was produced by AlA software at 09'34:00 on 11/'912004 undar Ordar No.I000'SO965_' which expires on 712212005, and Is not lor resaJe. Ueer Not.... (3735967606) 4 § 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unJess withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of !he Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. § 1.2.3.5 Except with the Owner's knowledge and consen~ the Architect shaII not engage in any activity, or accept any employmen~ interest or contribution that would reasonably appear to compromise the Architect's professional jndgment with respect to this Project. § 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed hy governmental authorities having jurisdiction over the Project. § 1.2.3.1 The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any errors, omissions or inconsistencies in such services or informotion. ARTICLE 1.3 TERMS AND CONDITIONS § 1.3.1 COST OF 1HE WORK § 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimsted cost to the Owner of all elements of the Project designed or specified by the Architect. § 1.3.1.2 The Cost of the Work shall include the cost at current market rates ofIabar and tnaterials furnished hy the Owner and equipment designed, specified, selected or specially provided for by the Architec~ including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included fur market conditions at the time of bidding and for changes io the Work. § 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are the re6ponsihility of the Owner. § 1.3.2 INSTRUMENTS OF SERVICE § 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and sha1I retain all common law, statutory and other reserved rights, including copyrights. § 1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructiog, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect sha1I obtain sirnilar nonexclusive licenses from the Architect's consultants cousistent with this Agreement. Any termination of this Agreement prior to completion of the Project sha1I terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged in default of this Agreemen~ the foregoiug license shall be deemed terminated and replaced by a second, nonexclusive license permittiog the Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instrumentsof Service solely for purposes of completing, using and maintaining the Project. .1 Notwithstandin. the fore.oin. the Owner's rililitto use the desi.n or drawin.s shall continue duriu2 anv lili£ation of anv .nod faith disoute re.ardin2 anv oavments due the Architect. or anv other disnute between the Owner and Architect. AlA Dacument B141'" -1997 Part 1. Copyrlghl @ 19'7, 1926, 19", '951, 1963, 1956, 1961, 1963, 1966, 1967, '970, 1974, 1977, 1987 and 1997 byThe American In.titute of An:hoecls. All rtghls reserved. WARNING, This AJAo Documem 18 protected by U.s. COJ>Yrlghl Lawand InternaUonal Treatloo. UnauthorIzed reproduction cr dlatrtbutton 01 thla AJA" Document, or any portion 01 h, may rooun In eovera civil and crimInal ponahles, and will be prosecuted to tha maxImum extent possible undar Ilia law. Thi. document w.. produced by AlA ._are at 09:34:00 on 1111912004 und", 0"", No.1000130965_' which e",,',.. on 7/22/2005, and I. not for "aaJa. User Nate" (3735967606) 5 § 1.3.2.3 Except for the licenses granted in Section 1.3.2.2, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by license granted in Section 1.3.2.2. Submission or distribmion ofinstruments of Service to meet official regulatory requirements or for similar purposes in connectinn with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments of Service for ful:lJre additions or alterations to this Project or for other projects, unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. § 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, inclnding any special limitations or licenses not otherwise provided in this Agreement. § 1.3.3 CHANGE IN SERVICES § 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accompllihed after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by ciroumstances beyond the Architect's control, or if the Architect's services are affected as described in Section 1.3.3.2. In the absence of mulual agreement in writing, the Architect shall notify the Owner prior to providing such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect, and the Architect shall have no obligation to provide those services. Except for a change due to the fault of the Architect, Change in Services of the Architect shall entitle the Architect to an adjustment in compensation pursuant to Section 1.5.2, and to any Reimbursable Expenses described in Section 1.3.9.2 and Section 1.5.5. § 1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the Architect shall be entitled to an appropriate adjustment in the Architect's schedule and compensation: .1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service; enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously prepared Instruments of Service; decisions of the Owner not rendered in a timely manner; significant change in the Project including, but not limited to, &ize, quality, complexity, the Owner's schedule or budget, or procurement method; failore of performance on the part of the Owner or the Owner's consultants or contractors; preparation for and attendance at a public ~hearin2 Cbevond those soecificallv included in the Architect's scone of services elsewhere in this Al!tOOment), a dispute resolution proceeding or a legal proceeding except where the Architect is party làe£et&¡thereto (Owner will not be liable for services ornvided bv Architect to the extent thev are necessitated bv the Architect's ne21i2ence)' change in the infurmation contained in Article 1.1. 2 .3 .4 .5 .6 .7 I § 1. .3.3.3. The Architect's rilzhtto obtain additional comoensation shall not be automatic. 10 order to obtain additional comoensation the Architect must infurm the Owner of the reauested comoensation the reason for the renuest. and rive the Owner an ODDortunilV to object, ArIditionai Services shall not be oerformed and the Architect shall have no obli2ation to oerform Additional Services. unless the Architect obtains the Owner's written consent. § 1.3.4 MEDIATION I § 1.3.4.1 Any claim, dispute or other matter in question arising out of or reÙlted to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. If such ma-relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed AlA Documan! B141'" -1997 Part 1. Copyrlghl @ 1917, 1926, 1946, 1951, 1953, '958, 1961, 19"', 1966, 1967, 1970, 1974,1977,1967 and 1997byThe American InS1itute of Arch~acta. All "ghls rosarved, WARNING, Thl8 AlA" Documan!1s pro_d by U.s. Copyrtght Law ancllnl8l'natto...' Traatlaa. UnauthQ~zod replOductton or dlotrlbutlon of Ihlo AJAo Documant, or any portlan 01 h, may.....h tn ..vera cMland crIminal PO"'""', and will be prosecuted Ie the maxImum "'en! poaolble under tha law. This document wee produced by AlA software at 09:34:00 on 11/1912004 under Order No.1000130965_1 whim expires cn 712212005, and is nct for resale. User Not.., (3735967806) 6 I in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolutioo of the matter by _oIiatian ar ~' ""'ilætJee.mediation. § 1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and oilier matters in question between them by mediation which. unless the parties mutually agree oilierwise, shaII be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect Request for mediation shall be filed in writiog with the other party to this Agreement and with the American Arbitration Associatiou. ~ ""'y Ba "",de eea"""""etJy "i!h !Be miag ef a ~.- n<J f", arBitæ!iea But, ÎÐ. sa... a "'at, _diatiaa Mediation shall proceed in advance of artIitæIiaa er legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 1.3.4.3 The parties sba1l share the mediator's fee and any filing fees equally. The mediation shall be beld in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 1.3.5 ARBITRATION § 1.3.5.1 '\By alaim, ~ er eliler -- ÎÐ. """stiea aå6Ù1g em eferrelata" Ie this) gæamßBt aka/I ba suòjaatta arBitæIiaa. Prier te ""'ilætioa, ilia ~1ll'Iie. alleH aadea,.. Ie .a""ha diS¡¡lite. BY ma"iatioa ÎÐ. aoeealanee .,;1It Sac-tiea 1.3.1. § 1.3.5.2 Qui""" æS¡¡Bla. and ellter ....- ia qllesliea bat a6a!Be ~artia. IImt are Bat r..al"a" B} mediation shall Ba Eleeided B} arbilæooa "BieB, ""leas !Be ~""as IB1iIuaIly agree elitef\\'i.1O, skaII Be ia .asardaaea willt !Be Caall!melioa Ie"""",} MHratiea ¡¡",jas afthe \meriaan \rbilraâea :\ssaaHaa _ally in "[feat. TOe damand f... arbitæ!iea slleH ba file" ia ~l'itiag wHà !Be aliter ~arty Ie this ".greemeat an" ':JiIlt Ilte i\Hwrisaa :\rbitæ!ioa I' saeoiaooa. § 1.3.5.3 ,^. llemaad fur aràitæ!ioa shaH ba "",de within a rea.aoobla Ii- after lIta elaim, dispate ar ellter mailer ia "",,!!Iiaa has ....oa. Ie ao a aat skallllta d""""¡ f..r ar-hitratieB ba made afœr the data whoa ÎÐ.Blimtioa ef laga/ er aqui""'" ¡>reaeedÏÐg6 Basad aa sue.¡ aIaim, dis¡Jate er BIBer matter in """sêan "B9I" Ba Barret! BY !Be ",,~üeabla .tatute af Iimm.!ianB. § 1.3.5.1 ÞI<J arBitæ!iea arisiag 91>1 ef er reIaIiag Ie litis ^ graa_at shall iaelti"e, by aeaselidatiaa er jeiader or ia a~ ellter _er, IHl adEli!ioaal ~l!l'6ea er eRlity eat a party Ie this '\graomoa~ eKe""t b} ~~ätaB oaftsaat eanta¡"¡ftg a spaai!ie .af""'Bea Ie Ilti. "..greeoaeat and signad by !Be 0" IIBr, :\ra¡';¡ae~ IHld aft) allier ~Bf6en er aatitj 6e.gàtto Ba joiae". COBB"'" Ie arbitratiea iO"al ,jag aa adEliliaaal ~ersaft er aatity shall ftet sea.1iMe ee...eat Ie arbit1'atiaa ef IIBY eillim, diS¡¡llIe er elliar maIler ÌfI """.liaa eat daDBFibad ia ilia ,'mtOft eeftsaat er JiIlt a ~""'eft er oatil} - ftame" er da.BFibad IIt""'ÌfI. Tha foregoing agreo- Ie arbitFtia alii! ether agreamaats te arBit1'a!e 'i!h an III!Eliliaaal p...an ar aalit} eIÐIy aa_ata" Ie by ~lII'Iias Ie this Agreomaat skaII Ba s~aoæenl!y eRforeaabla ÌfI aeoerdaBee willi "I'f1IiellÒle lam ia a!fj eB1i1'lha ingjurisdietien lIIareaf. § 1.3.5.5 TOe 0""'" rea""",d BY the ""'itrater er arbilrators shall ba fiBaI, aadjaElgmeat may be eatered ,,!,Oft it iB .".",di"".. ~i!h "I'f1YellÒla¡",,' ift awl eBll<! ilft'ingjuásElieliea thareof. § 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claims, disputes or other matters in question srising out of or relatiog to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Section 1.3.8. § 1.3,7 MISCELLANEOUS PROVISIONS I § 1.3.7.1 This Agreement shall be governed by the law of the ~rineÌflai placa State ofhwiÎÐ.B!JS aftha '\æIIitea~ Idaho, unless otherwise provided in Section 1.4.2. § 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. AlA Document B141'" -1997 Part 1. Copyrlghl @1917, 1926, 19", 1961, 1953, 1956, 1961, 1963, 166e, 1967, 1970, 1674, '977, 19a7 and 1997byTha Amerioan Inatöute 0/ Arc"ecI., All "ghls reserved, WARNING: Thl8 AlA" Document 18 - by u.s. Copyrighl Law and Intornatlo,"" TreaU... UnauthorIzed ,eproduclton or dlet"butJon of 'hI. AlA" Document, or eny ponlon 01 h, msy reouh In severe civil end crIminal ponaltt.., end will be prosecutod 10 Ih. maxImum ex'ent ""soIble under lhe law. This document was produced by AlA soflware at 09:34,00 on 11/1912004 under Order No.1O00130965_1 whiCh ",pi'.. on 712:!/2005, and is not for resale. User Not..: (3735967606) 7 § 1.3.7.3 Causes of action between the parties to this Agreement pertaining 10 acts or f,,;lures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run nOt later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Camplalian. In Ra e. 6BI sIIa!I ""ok sill_. Comoletion If an act of failure 10 act is 1ÌauduIentiv concealed. the statute of limitations shall commence to run ~ 1ater tII... wben the <late-when-fraudulent concealment is or should be aDDarent to the '\<allòleat's D""".S are s.eolaBliaIlj aeflll"eteEl.Owner.. § 1.3.7.4 To the extent damages are covered by proceeds from property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AlA Document A20 I, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar w,,;vers in favor of the other parties enumerated herein. § 1.3.7.5 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. § 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handliug, removal or disposal of or exposure of persons to ha2atdons materials or toxic substances in any form at the Project site. § 1.3.7.7 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 sha1I 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 iBfOl'lllatiRR if tile O',"Ror !laD !1'8 :ieBely ad'liÐed tile '\æhi-lect iR Wfitiøg af tile spaaæ. iBfer-malioR ceRsidered ~ Ik6 O"'Rer Ie ea canfideBlie1 er ",a3åeta<y. information. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 1.3.7.8 If the Owncr requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an instimtional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations nuder this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment § 1.3.8 TERMINATION OR SUSPENSION § 1.3.8. 1 If the Owner faIls to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option. cause for suspension of performance of services nuder this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give _fourteeu days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resumiug 6ervices, the Architect shall be p,,;d 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 scbedules shaII be equitably adjusted. § 1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. AlA Documebl B141'" -1997 Part 1. Copyrlghl @ 1917, 1926, 1946, 1951, 1953, 1956, 1961,1963,1966,1967,1970, '974,1977,1987 and 1997byTha Amer~an Instiluteol Architects. All rtghlo reserved. WARNING, Thl8 AlA" Doeument 18 protecIOd byU.s. Copy~ghI Law and lnIarnatlonal Treaties. Unauthorized reproductton or dlstrtbutlon 01 this AJA" Document, or any portion 01 h, may r..uh In severe cMI and criminal pen",.., and will he prosecuted to 100 maxImum extent poSSIble undortOo law. This document was produced by AlAs_are at 09"4:00 on 11/1912004 under Order No.,ooOlSOge5_' wh~h e><pres on 7/22/2005, and Is not tor resaJe. U.., Notes, (S7SS6676G6) 8 § 1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 coosecutive days, the Architect may terminnte this Agreement by giving not less thsn seven days' written notice. § 1.3.8.4 This Agreement may be termioated by either party opoo 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. § 1.3.8.5 Thi6 Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to tecmination, together with Reimbursable Expenses then we and all TeHlliaatieR ßt'l'BRSes as d.lhted in SeeliaB U.8.7. § 1.3.8.1 T«'ÐIiRatieR ¡¡"fJ.DBO. ... in aW!itioo Ie eeERflOO6aliaa far !lie .0fVie06 of Ilia A gr.emcRt- iaelHdo OJ'fl""". Elireetl} ftI1rièaælil. to IeaBiaaliOB fer ~itisk !lie ,'\<elHl<!et is Bet oIkeI'wiBe oeERflOElsateEl" ¡>!as aa amOOBt for !lie j\"'¡'¡leet's aeâeipaœ.l J'!BfiteR!Iie . ala. ef!lie Berni.a6 IIfJt p8l'feæwd by !lie i\",hitoBl.due. § 1.3.9 PAYMENTS TO 1HE ARCHITECT § 1.3,9.1 PaymenlS on account of services rendered and for Reimbnrsable Expenses incurred sha1I be made monthly npon presentation of the Architect's statement of services. No deductions shall be made from tho Architect's compensation on account of penalty, liquidated damages or other sums withheld from paymeuts to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. § 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project., authorized out-or-town travel and subsistence, and electronic communications; fees paid for securing approval of authorities having juriBdiction over the Project; reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; rendering., models and mock-ups requested by the Owner; expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; reimbursable expenses as designated in Section 1.5.5; other similar direct ~ect-related expenditures. .2 .3 .4 .5 .6 .7 .8 § 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authori2ed representative at mutually convenient times. § 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS § 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreemenlS, either written or oral. This Agreement may be amended only hy written instrument signed by both Owner and Architect. This Agreement comprises the documenlS listed below. § 1.4.1.1 Standard Form of Agreement Between Owner and Architect, AlA DocumentBI41-1997. AlA Dacumant B141'" -1997 Part 1. Copyrlghl @ 1917. 1926, 1948, 1951, 1953, 1956, 196', 1963, 1966, 1967, 1970, 1974,1977, 19a7 and 1997by The Amarican InaI""" of Arc_. AU rtghle reaerved, WARNING, Thla AJA" Document 18 protectod by U.s. Copyrtght Law and Intemaltonal Treaties. Unaulhcrlzed reproduction or dlslrtbutlon 01'100 AlA" Documen1, or any ponlcn o1h, may roouh In eevera civil and cnmlnel ponekloo, and will be prosecuted to 'he maximum extont _Ibis under lhe low. Th;s document waa produced by AlA software at 09:34:00 on 11/1912004 un"", Order No.10001SO965_' ~ expires on 7/22/20U5, and;s not tor reaale. Usaf Notes, (3735967606) 9 § 1.4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AlA Document B 141- 1997, or as follows: (List other documents, if any, delineating Architect's scope of ",rvices.) I Not Auolicable § 1.4.1.3 Other documents as follows: (List other documents, if any, forming part of the Agreement.) I Attachment A ICDBG A=ment Attachment between the Owner and Desim Professional Attachment B - Architect's hourlv rates § 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: . I The Architect sha1I donate $5,000 of its fee (listed as a stinuiated sum in Section 1.5.1) back to the Meridian Senior Citizen's Center which shall be credited to the Owner's accnunt noon final billia2. Upon final bi1lin2 the amounts of the architect's and each of its consultants' donations sha1I be individnallv listed, and the Owner a=s to orovide receipts for each listed donation. .2 Betterment: If, due to the Architect's error or omission, anvreauired item or comoonent of the project is omitted from the Architect's Construction Documents, the Architect shall not be resoonsible for oavm2 the cost to add such item or comoonent to the extent that such item or comoonent would have been otherwise necessary 10 the oroiect or otherwise adds value or betterment to the project In no event shall the Architect be resoonsible for anv cost or exoense that orovides betterment nO!Jfade, or enhancement of the oroiect .3 Limitation of Uabilitv: In reco2nition of the relative risks and benefits of the Proiectto both the Owner and the Architect (and fact that the Architect's fee minDS the Architect's donation back to the Owner will minima11v cover the Architect's costs to nerform services), the risks have been allocated such that the Owner a=s. to the fullest extent oermitted bv law to limit the liabilitv of the Owner fur all claims. losses. costs dama2es of anv nature whatsoever or claims exoenses from anv cause or causes, includim! attornev's fees and costs and exoert.witness fees and costs so the total a2!!re2ate liabilitY of the Architect to the Owner shall not exceed $ 100,000, pr the Architect's Iotal fee for services rendered nn this Project whicbever is "'eater. It is intended that this limitation aoplv to anv and allliahilitY or cause of action however alle2ed or arisinf!. unless otherwise prohibited bv law. 4. Meetin2s: Participation and attendance at rneetiD2S by the Architect included in 1he scone of services under this A!!reement and which sha1I not be considered as a chao... in services under Section 1.3.3.2.6 include: one oublic hearin2 with the Idaho Economic Advisorv Council at anoroximatelv 50% desi2n comoletion: durin2 construction monthlv Buildin2 Committee meetin2s (no to five) 10 Dresen!. discuss and aoorove contractor's billin2s: durin. construction no to two construction oro!!rCss meetin2s oer month. with the 2eneral contractor and Owner's reoresentative to review the 2eneral orO2ress of the work. issues of oualitv. schedule, intemretations of the Inslruments of Service or other relevant information. ARTICLE 1.5 COMPENSATION § 1,5.1 For the Architect's services as described under Article 1.4, compen6ation shall be computed as follows: I A stioulated sum of $15,000 (F1fteen Thonsand Dollars), AlA Docwnent 8141'" -1997 Part ,. Copyrlghl @ 1917, 1926, 1948, 1951,1953,1956,1961,1963,1966,1967,1970, 1974,1977,1967 and 1997byThe American lnatöute of Archltoc\s. All rlghla reaarvacl. WARNING, Thil AlA" Document Is protec1ed by U.s. Copyrlght Lawand Intarnatlonal Treaties. Unaulhorizad reproduction cr dlatrtbutton 011hlo AJA" Document, or any portion 010, may roo.Oln oevere civil and criminal ponahloo, and will be prosecuted to the maxImum axtent possible undar lhe law. ms documanl was produoed by AlA a_era at 09:34:00 on 11/19/2004 under Order No.I000130965_' which expires on 7/2212005, and Ie nol for resale. Uaer Not.., (3735967606) 10 § 1.5.2 If the services of the Architect are changed as described in Section 1.3.3.1, the Architect's compensation shall be adjusted. Such adjustment shall be ca1cwated as described below or, if no method of adjustment is indicated in this Section 1.5.2, in an equitable manner. (Insert basis of compensation, including rates and multipk., oj'Direct Personnel Expen,re for Principal" and employees, and identify Principals and classifY employees, if required. IdentifY specific service" to which particular methods of compensation apply.) I at the hourlv rates listed in EXHIBIT A. I § 1.5.3 For a Change in Services of the Architect's conswtants, compenBalion shall be computed as a mwtiple of One and one-tenth ( ill ) times the amounts billed to the Architect for such services. I § 1.5.4 For Reimbursable Expenses as described in Sectiou 1.3.9.2, and any other items included in Section 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a nwItiple of One and one-tenth ( 1.10 ) times the expenses incurred by the Architect, and the Architect's employees and consultants. § 1.5.5 Other Reimbursable Expenses, if any, are as follows: I Not Aonlicable § 1.5.6 The rates and nwItiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. § 1.5.7 An initial payme, nt 0, f One Thousand Dollars and Zero Cents ($.l.J:!!!!M!Q) sball be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment, Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. I § 1.5.8 Payments are due and payable I!!i!:t!:: ( ;!Q ) days from the date of the Architect's invoice. Amounts unpaid Thirty-five ( ~ ) days after the invoice date sha11 hear 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 rote of interest agreed upon.) I 1.50% monthlv (U,1Ury laws and requirement" under the Federol Truth in Lending Act, "imilar state and local con"umer credit law" and other regulations at the Owner's and Architect'" principal places of busine"." the location of the Project and elsewhere may t4fect the valMity of thi" provision. Specific legal advice should be obtained with respect to deletion" or modifications, and also regarding requirements such a,' written disclosures or waivers.) , § 1.5.9 If the services covered by this Agreement have not been completed within Twentv-four ( M) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Section 1.5.2. This Agreement entered into as of the day and year first written above. ~:e=~:::'~';;.¡;~ø:, ~ ,:g~~~:. '~'J;al, ' I 1 :;.::' ~~6~ ~~P;rø~ ¿::4~~~~i~.:'~:~iir~~he Unauthorlæd reproduCtIon or dlatrtbutlon 01 this AlA" Document, or any portion 01 ft, may 'eoull In aevare civil and criminal ponaltlea, and will he Pros_,0Ihe maximum axtentpcaolblo underlhe law. This document was produced by AlAsollwara at 09:34:00 on 1111912004 under Order No.10001SO965_' which axp;res on 7/2212005, and Is not for reseJe. User Not.... 11 (3735967606) Certification of Document's Authenticity AlNiJ Document D401TM - 2003 I, Scott M Freeman, hereby certify, to the best of my knowledge, information and belief, thst I created the attached final document simultaneously with this certification at 09:34:00 on 1111912004 under Order No. 1000130965_1 from AlA Contract Documents software and thst in preparing the attached final document I made no changes to the original rext of AlA" Document B 14 I TM - 1997 Part I - Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services. as published by the AlA in its software, other than changes shown in the atta ed final document by underscoring added rext and striking over deleted text. (Signed) (Title) 1-1 \..lOll D4- (Dated) AlA Documenl 0401'" -2003. Copyrlghl@l992and20OSbyTheAmerican Institute 01 Architects. All rtghlar.aerved. WARNING, This AlA. Document Ie protected by u.S. Copyrlghl Law and tnternatlon.1 T""'". Uneuthoflzed reproduction or dlatrlbutlon 0111110 AlA" Documen~ or any portion 01 II, may reouOln severe cMlend crIminal penahl8o, end will be proseCuted Ic the maxImum aXle'" _Ible under Ihe taw. ms document was produced by AlA software at09~4:00 on 11/1912004 underOrdar No.10001S0965_' which a""i... on 712212005, and Is notfor resale. User Notes: (3735967606) IAIÄ Document 8141'" -1997 Part 2 Standard Form of Architect's Services: Design and Contract Administration TABLE OF ARTICLES 2.1 PROJECT ADMINISlRATION SERVICES 2.2 SUPPORTING SERVICES 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONlRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS This document has important lagal consequences. Consunation with an attorney is encouraged witJt respect to its completion or molftfication. ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES § 2.1.1 The Architect shaII manage the Architect's secvices and administer the ~ect. The Arclútect shall consult with the Owner, research applicable design criteria, attend ~ect meetings, communicate with members of the ~ect team and issue progress reports. The Arclútect shall coordinate the services provided by the Arclútect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. § 2.1.2 "'heft P<aje.t..~ !la', e .eoa SHfficieally idealHled, the 'læe!lileet sIIaII prep"', aaå. perieEliaally Hp<Iate, a Pæjoet sc-hedale that Bball idaaâf)' HlÜesteao llatos fer deeioiens mEJUired efllla 0_.., <iesiga S""';..6 famish.d by the 'læe!lileet, eempletwa of ""...me&laliea pre'ide<l.y the .\re¡'¡tee~ eo""""""omeot of eons_ties aaå. S1:lb~ Ceæpletiea of the Work. § 2.1.3 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program. budget and aesthetics in developing the design for the Project. I § 2. 1.4 Upon request of the Owner, the Architect shall make a presentation to explain the desigQ of the Project to the Idaho Economic Advisorv Council to roprest!ft\llli 'Os of review the ~esi!!ll intent at aDnroximatelv 50% desi!!ll comoletion. § 2.1.5 The Architect shaII submit design documents to the Owner at intervals appropriate to the design process fur purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. ~~e~;:t::'~':'¡;:':. ":.7 :g:<'~~: '~'XR:';~~,~~ li':J' ';:~;':;~8~~, ~~.s~~a:p.;~~ ¿::~~7~i:r;:,:,:,'i::::;he Unauthortzed roproductlon 01 dlat~button o1lhls AlA" Document, or any ponton 0111, may r..uOln ..vere civil and criminal po.am.., and will be pro.ecuted to tha maxImum oxtenl poulble under lhe low. ThIs documenl was produced by AlA aoftware at 09:34:41 on 11/19/2004 under Orde' No.10001SO9as_' whIch expires on 7/2212005, and I. not lor_. User Not.., (1088553116) § 2.1.6 The Architect sha1I assist the Owner in connection with the Owner' 6 responsibility for fùing documents required for the approval of governmental authorities having jurisdiction over the Project. § 2.1.7 EVALUATION OF BUDGET AND COST OF 1HE WORK § ¿ 1.1.1 Wh... the Proj.otæqlliro"",1Hs ha...e Ba.B &Blfici~ iš.BliãaEl, III. !\reæteat &!taR I""~are a ~","-' -":) aoliæat. ef III. Cost ef III. V' ßfk. 'Thi. .stimate may Be B...d OB e"""'BI .....'" ':olÐme er siatiIæ oaaeaplwlJ ..!Ïmali.ag teohai<¡1w6. .'IF, the desigB J'1'Øeo.. J'1'Øgæo.es Ihooaglt the ea<I of the I""paraliaB of the Cea6lruetieB DaelHBeBl., ilia \ro!lHeet slJalllI3date aatI æãaa the pro" . """:)r a.1imate of 1110 Ceot ef the Wari<, The .'\Iehitoct shall .æ. is. the g"'aer of lIB} aEljaslmeBls Ie I"""i- estimates af lit. Cast of lit. Wark inElioated BY ehaaga. ia Pæjest reqWc""""" er geaemJ I'BIIàætoaa4itieBs. If at ~' time 11>. ¡\"'¡'¡teet'. aslimate af the Cast of the Wed< a~eeeds III. Owner'. Budget, ilia .\roæt.at s!IaJl B18ke "I'l"'epriate ree........""aâo"" Ie the O\\'- te adjWit the Prej.et' 6 ...a, qua!ily ar B""get, IIBd the gWBe£ s!IaJl ee"l"""t. willi the AroIHteot is æalåag &BOO BEljllSllBen-l.. § 2.1.7,1. Prior to œrforrnin2 the services under this A2reement the Architect assisted the Owner in preparation of estimates for the scooe of the Wmk These oreljrninarv estimates shall serve as the estimates for the Project and mav be adjusted aoorooriatelv as described in this Section 2.1.7. § 2.1.7.2 Evaluations of the Owner's budget for the Project, 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 familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary ftom the Owner's bndget for the Project or ftom any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect § 2.1.7.3 In preparing estimates of the Cost of the Work, the Architect sha1I be permitted to inclnde 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 scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Wmk to meet the Owner's bndgetfor the Cost of the Work. If an increase in the Contract Sum occurring after execntion of the Contract between the Owner and the Contractor causes the bndget for the Cost of the Work to be exceeded, that hndget shall be increased accordingly. § 2. 1. 7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction Documeuts 10 the Owner, the bndget for the Cost of the Work shall be adjusted to reflect changes ia the general level of prices in the construction industry. § 2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 .2 .3 .4 give written approval of an increase in the budget for the Cost of the Work; authorize rebidding or renegotiatiog of the Project within Ii reasonable time; terminate in accordance with Section 1.3.8.5; or cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. § 2.1.7.6 If the Owaer chooses to proceed under Section 2.1.7.5.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the bndget for the Cost of the Work. The modification of such documents shall be the linút of the Architect's responsibility under this Sectioa 2.1.7. The Architect sha1I be entitled to compensatiou in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES § 2.2.1 Unless specifically desigoated in Section 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. § 2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, conslraints and criteria, inclnding space requirements and relationships, special equipment, systems and site requirements. AlA Documeat 8141'" -1997 Part 2, Capyrlght @1917, 1926, 1946, 1951, 1953, 1956, 1961,1963,1966,1967,1970, 1974,1977,1967 and 1997 bY The American Institute of Architects. All rlghla reserved. WARNING, This AJA" Document 18 _od by U.s. Copyrtght Law and tnternattonel Treaties. Uneuthorlzed ra¡>roductton or dlotrlbutlon ofthlo AlA" Document, or eny portion of 0, mayr_ft Inoeyore civil and crIminal panel".., and will be prosecuted 10 lhe maximum eXlent posolble under t.. 'aw. ms document was produced by AlA software at 09:34:41 on 11/1912004 onder Order No.loo01S0965_1 wh;ch e""ires on 7/2212005, and is not for resIDe. UaerNot.., (106S553116) 2 § 2.2.1.2 The Owner &haIl 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 inclnde, as applicable, grades and lines of streets, alleys. pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easemeItls, encroachments, zoning, deed re6trictions, 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, inclnding inverts and depths. AIl the information on the survey shall be referenced to a Project benchmark. § 2.2.1.3 The Owner &haIl 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, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATlÒN AND PLANNING SERVICES § 2.3. 1 The Architect &haIl provide a preliminary evaluation of the information furnisbed by the Owner under this Agreement, inclnding the Owner's program and scbedule requirements and bndget for the Cost of the Work. each in terms of the other. The Architect &haIl review such information to ascertain that it is consistent with the requirements of the Project and shall notify the Owner of any other information or consultant services that may be reasonably needed for the Pr'!iect. § 2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work. § 2.3.3 The Architect shall review the Owner's proposed method of contractiog for construction services and shall notify the Owner of anticipated impacts that such method may bave on the Owner's program, financial and time requirements, and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES § 2.4.1 The Architect's design services shall include normal structural, mechanical and electrical engineering services. § 2.4.2 SCHEMATIC DESIGN DOCUMENTS § 2. 1.2.1 Tha A<elHte6t sBaR "","i<Ie Sellemalie Qesiga Dae1HÐeats basad an the ~ agæad ""aa "",gmm, sclwdula, and Itu<lget for !lie Cast af the WeÆ. The da.......nts BItaR aotøhüsh !lie .ona""mal deBigR of tha Projaat illa8lFaliag !Ite ..ala and rolalionslåp af!lte ~oet .amponeats. The SelIemaIiG Design Doeuments shall inelOOe e a.ae""tuaI oil6 ]'laø; if """",priolo, and prelfminBæy 1tWlèi-Bg plRas, seotiens BRIi ole 'alÏ.eRs. ^t the '\<shileet's aptian, !lie Sellemalie Ðe6iga Daeumeats -y iÐeluda slRd) "","'18, pl!lSjJaelÏ'lB ,k,I"""6, eleet£<Jnie lBodeli&g ar .o""'iaalieas of these meœ... I'feÜJBiøIlrj soleelians of æajer 1tWlèi-Bg 61- and .enstruelion JBal!!fial6 shall be Reteli OR !lie """'iagB er èesaFiltod in Wi'iling. Schematic Desiuu Documents nreoared bv the Architect orior to the services under this A2reement under seoarate contract for assistance with !!rant aoolication oreoaration will establish the basis of desi2n. § 2.4.3 DESIGN DEVELOPMENT DOCUMENTS § 2.4.3.1 The Architect shall provide Design Development Documents based on the Rpproved Scbematic Design Documents and updated bndget for the Cost of the Wark. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appe¡u-ance of the Project by means of plaos, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality levels. § 2.4.4 CONSTRUCTION DOCUMENTS § 2.4.4,1 The Architect shall provide Construction Documents based on the approved Design Development Documents and updated budget for the Cost of the Work. The Construction Documents shall set forth in detail the requirements for construction of the Project. The Construction Documents shall inclnde Drawings and Specifications that establish in detail the quality levels of materials and systems reqWred for the Project. AlA Document B141'" -1997 Part 2. Copyright @ 1917, 1926, 1946, 1951, 1953, 1956, 1961, 1963, 1966, 1967, 1970, '974, 1977, 1967 and 1997by The Amencan Instôtuta of Archoects. All rtghls reaerved. WARNING: Thl8 AlA" Documenll8 protected by U.s. COpyrtghl Law and Internattonal Treaties. Unauthortzod reproduotton or dlatrtbut!on of Ihle AlA" Documant, or any portion 01 II, may reouO tn aevore otvll end crIminal penaltJes, and will be prosecuted to tho mexlmumextenl pooolbia ...derthe law. This documant waaproduced by AlA eoOwareat 09:34'" on 1111912004 under Order No:1 0001 30965_' wh;ch expires on 7/22/2005, and ;s not for resale. Uaer Not.., (1066553116) 3 § 2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of: (I) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement between the Owner and the Contractor; and (2) the Conditions of the çontract for Construction (General, Supplementary and oilier Conditions). The Architect also shall compile the Project Manual that inclndes the Conditions of the Contract for Construction and Specifications and may incInde hidding requirements and sample forms. ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES § 2.5,1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. § 2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. § 2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and deterrninstion of the successful bid or proposal, if any. If requeated by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal results. § 2.5.4 COMPETITIVE BIDDING § 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. § 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. § 2.5.4.3 If requested by the Owner, the Architect shall distribute the Bidding Documents to prospective bidders and request their return upon completion of the bidding process. The Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, received from and returned to prospective bidders. § 2.5.4,4 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. §2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid conference for prospective bidders. § 2.5.4,6 The Architect shall prepare responses to questions from prospective hidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. § 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding results, as directed by the Owner. § 2.5.5 NEGOTIATED PROPOSALS § 2.5.6.1 Pfepao"¡ Do_to ohaR aansiot af )'II'9pao"¡ æOUifeÐH!Dls, pæp"""d ealltraet far_, GeaeFa! CeaEÜtiaao aa<I Suw¡emcalary CenEli-Boas, SpeoifiGalioR6 Bad DIa"'ÎRgs. § 2.5.5.2 If æ"",,'ed by \lie Oo'ne., \lie '\...&teet shaH all'a!lgO f"r proeariag \lie ropæduetiea of Prepesal Doc--Dls far EÜslfibalioa Ie pæ'l'aolP'c eelltraete<s. The 0" aar shaH PIIj' diæali} fer !he eeDt of "",æooalioa ar shallreÌfBè!l<!¡e the ,'\Foltiteat far "...h """ense.. § 2.5.5.3 If requested OJ !he Own.., \lie Aroltiteet shall OFgani.. Md partieipœe Ì1I ,e¡...tien iat.."e,,'s wilh )'II'9'1'oeti\ e ealltraetalS. § 2.5.5. i The ,'\rohiteet shall eansidar æque&18 for S".alitali<lR6, if paæilted 8¡r !he Piepa6tH De"'ÐH!RIs, and shall p.epare aa<I EÜDIÅ1mte addenda idoRlifyiag """.e"ed "".oIi-a1IieaD to all )'II'9'1'e.&'I" eo_tors. AlA Document B141'" -1997 Part 2. CopyrIght @ 1917, 1926, 1948, 1961, 1953, 1958, 1961, 1963, 1966, 1967,1970, 1974,1977,1967 and 1997 by Thc American InstiM. 01 Arch~. All rtghts reaerved. WARNING, ThI8 AlA" Docume"'l8 protected by U.s. Copyrtghl Law and Inler,natlonal Treaties, Unauthorized reproductton or dlatrtbutton 01 this AlA" Documenl, or any ponton 01 0, may rooul In oovere civil and criminal pona/tles, and wilt be proaecutod 10 the maximum axtent pooalble undar Ihe low. This document was produced by AlA software at 09".,41 on 11/1912004 under Order No.,oo0130965_' wh;ch e><pres on 7122/2006, and Is not for roaaJe. User Notes: (1066553116) 4 I § 2.5.6.6 If .....aested By lito 001 B8l', lito ^.æltòleet s!IaII as.iot lito O~ - EIuftag ÐegOIia!ÎOBD .,!R ""OD~OBIi. a eO_BID". 'Fha 'læehitoBt SIlall""'DOqueÐ!ly ~r"l""" a"'EI1iBiIFj repafl af!he Bago!ÌalioB ",suJts, as difoBtod by !he Qwaer-. ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES § 2.6.1 GENERAL ADMINISTRATION § 2.6,1.1 The Architect shall provide administration of tho Conttact between the Owner and the Contractor as sot forth below and in the edition of AlA Document A201, General Conditions of the Conttact for Coostruction, current as of the date of this Agreement Modification6 made to the General Conditions, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are coosistent with this Agreement or approved in writing by the Architect and the ~wner. § 2.6. 1.2 The Architect' s responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the Owner of the fina1 Certificate for Payment. However, the Architect shall be entitled to a Change in Services in accordance with Section 2.82 wben Contract Administration Services extend 60 days after the date of Substantial Completion of the Work. § 2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner during the provision of the Conttact Administration Services. The Architect shall have authority to act on behalf of the Owuer only to the extent provided in this Agreement unless otherwise modified by written amendment. I § 2.6.1.4 Dnties, responsibilities and limitations of authority of the Architect under this Article 2.6 shall not be restricted, modified or extended without written agreement of the Owner and \re!Ji.!eet', 'i!h BORDOat of !he CeBl£a<¡teF, ",hi"" BOÐ5eÐt 'Nil! Bot "0 """""""""'ly VliIIIIlold.Architect. § 2.6.1.5 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Conttact Documents. A properly prepared request for additional information about the Conttact Documents shall be in a form prepared or approved by the Architect and shall include a detailed written sllltement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarificatiou requested. § 2.6.1.6 If deemed appropriate by the Architect. the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Conttactor. § 2.6.1.7 The Architect shall interpret and decide matters coucerning performance of the Owner and Contractor under, and requirements of, the Conttact Documents on wrinen request of either the Owner or Contractor. The Architect's response to such requests shall be made iu writing within any time limits agreed upon or otherwise with reasonable promptness. § 2.6.1.8 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writiog or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Conttactor, shall not show partiality to either, and shall not be lisble for the results of interpretations or decisious so rendered in good faith. § 2.6.1.9 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and Conttactor as provided in the Contract Documents. However, the Architect's decisions ou matters relatiog to aesthetic effect shall be fina1 if consistent with the intent expressed in the Contract Documents. § 2.6.2 EVALUATIONS OF THE WORK § 2.6.2.1 The Architect. as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article 2.8, (I) to become generally fami1iar with and to keep the Owner informed about the progress and quality of the portion of the Wort<: completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Worlc, and (3) to determine in general if the Work is being performed in a manner indicating that the Worlc, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not he required to make exhaustive or AIADocumentBI41"'-1997Pan2.Capyrlghl @1917, 1926, 19", 1951,1953, 1958, 1961, 1963, 1966, 1967, 1970,1974,1977, 1967 and 1997 by The American Instituta 01 Architects. All rights _rvad. WARNING, This AlA" Document 18 protected by U.s. Copyrtghl Lawond Inlernatlonal Treon.., Unouthorlzed reproduction or dlxtrtbutlon of till. AlA" Document, or any ponlon 0111, may roauk In severe cIvil and crimInal penaOIes, and will be prosecuted to Ihe maxImum extent po,,'bIe undar lhe law. This document was prcduced by AlA software at 09"4:41 on 11/1912004 under Order No,10001SO90U wh~ e><pi... on 7/2212005, and Is not for reaaJe. Usa. Net.., (1060553116) 5 contiouous on-site inspections to check the quality or quantity of the Work. The Architect shall neither have control over or charge of, nor be responsible for, the constrnction means, methods, techniques, sequences or procedures, or fqr safety precautions and programs in connection with !he Work, since !hese are solely the Contraclor's rights and responsibilities under the Contract Document>. § 2.6.2.2 The Architect sha1I report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for !he Contractor's failure to perform the Work in accordance with !he requirements of the Contract Documents. The Architect sha1I be responsible for the Architect's negligent acts or omissions, but sha1I not have control over or charge of and sha1I not be responsible for act> or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 2.6.2.3 The Architect sha1I at all times have access to the Work wherever it is in preparation or progress. § 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authori2ed, the Owner shall endeavor to communicate with the Contractor through the Architect about mailers arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. § 2.6.2.5 The Architect sha1I have authority 10 reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with !he 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 ei!her to exercise or not 10 exercise such authority sha1I give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. § 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR § 2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on !he Architect's evaluation of the Work as provided in Section 2.6.2 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) 10 an evaluation of the Work for conformauce with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. § 2.6.3.2 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 constrnction means, methods,techuiques, 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 whal purpose the Contractor has used money previously paid on account of the Contract Sum. § 2.6.3.3 The Architect sha1I maintain a record of the Contractor's AppIicatinns for Payment. § 2.6.4 SUBMITTALS § 2.6.4.1 The Architect shall review and approve or talœ other appropriate action upon the Coutractor's submittals such as Shop Drawings, Product Data and Samples, hut only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documeots. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for instalJation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by !he Contract Documents. The Architect's review sha1I not constitute approval of safety precautions or, unless otherwise AlA Dooumant B141'" -1997 Part 2. Copyrlghl @ '917, 1926, 1948, 1951, 1953, 19S5, 1961, 1963, 1966, 1967, 1970, 1974,1977,1967 and 1997hyThe American Institute of ArcMects. All rtghlo rea...o.. WARÞlNG, Thl8 AJAa Document Is prot_d by U.s. Copyrtghl Law end InternatIonal Tree"... Unauthorlzo1l reproductIon or dlatrtbutlon 011hls AJAe Document, or any portion 010, may rooull tn severa ctvlland crtmlnal penelll.., end will be prooecutod 10 Ihe maximum extenl pcoatbl8 undarlhe law. This documenlwasprcducedby AIAooflware at 09'34:41 on 1111912004underOrder No.I0001SO965_1 which ."pires on 712212005, and Is no1lor resale. User Not.., (1066553116) 6 specifJCalIy stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 2.6.4.2 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. § 2.6.4.3 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design criteria that such services must saliBfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 2.6.5 CHANGES IN THE WORK § 2.6.5.1 The Architect shall prepare Change Orders and cOnstruction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. The Architect may auth0ri2e minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified, as provided in Section 2.8.2. § 2.6.5.2 The Architect shall review properly prepared, timely reqnests by the Owner or Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work sha1I be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. § 2.6.5.3 If the Architect determines that implementation of the reque6ted changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a recommendation to the Owner, who may authorize further investigation of such change. Upon such au!.horization, and hased upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from 6uch change, including any additional costs attributable to a Change in Services of the Architect. With the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. § 2.6.5.4 The Architect shall maintain records relative to changes in the Work. § 2.6.6 PROJECT COMPLETION § 2.6.6.1 The Architect sha1I conduct inspections to determine the date or dates of Substantial Completion and !.he date of final completion, sha1I 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 Documenls and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 2.6.6.2 The Architect's inspection shall be conducted with the Owner's Designated Representative to check conformance of the Work with the requirements of the Contract Documents and to verify !.he accuracy and completeness of the list submitted by the Contractor of Work to be completed or COlTCCted. § 2.6.6.3 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 pam the Contractor, including any amounts needed to pay for final completion or correction of the Work. § 2.6.6.4 The Architect shall receive from !.he Contractor and forward to the Owner: (1) consent of surety or sureties, if any, to reduction in or partial releose of retainage or the making of final payment and (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens. AlA Document BI41"'-I997 Part 2, Copyright @ 1917, 1926, 1946,1961, 1953, 1959, 1961,1963, 1966, 1967, 1970, 1974,1977, 1967 and 1997 by The Amer;can InstlMe of ArcMects. All rlghls reoerwd. WARNING, This AlA" Document Is protected by u.s. Copyrtght Law and Intarnattonel Tr""'ea. Unaldhcrtzed reproduction cr dlatrtbutton of Ihl. AJA" Docum"nt, or any portion 0111, may 'aauh In aavere civil and criminal panahloo, end will be prosecuted 10 Iha maximum "xtenl possible undor the law. Thla document was producsd by AlA software at 09:34:41 on 11/1912004 under Order No.10001SO965_' which e><pres on 7/2212005, and Is not for resaJe. UsarNoteo-. (1066553116) 7 ARTICLE 2.7 FACILITY OPERATION SERVICES § 2.7.1 The Architect sha1I meet with the Owner or the Owner's Designared Representative promptly after Substantial Completion to review the need for facility operation services. § 2.7.2 Upon request of the Owner, and prior ID the expiration of one year ftom the dare of Substantial Completion, the Architect shaII conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and performance and to make appropriare recommendations to the Owner. ARTICLE 2.8 SCHEDULE OF SERVICES § 2.8.1 Design and Contract Arhuinisttation Services beyond the following limits shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 up to Two (~) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor. .2 up to §jJi ( § ) visits to the sire by the Architect over the duration of the Project during construction. .3 up to Two (~) 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 Conttact Documents. .4 up to Two (~) inspections for any portion of the Work: 10 determine final completion. § 2.8.2 The following Design and Contract Arhuinisttation Services sha1I be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 review of a Contractor' s submittal out of sequence ftom the submittal schedule agreed to by the Architect; .2 responses to the Contractor' s request, for information where such information is available to the Contractor ftom a carefulslndy and comparison of the Contract Documents, field conditions, other Owner-provided infunnation, Contractor-prepared coordination dmwings, or prior Project correspondence or documentation; .3 Change Orders and Conslmction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning replacement of Work resulting from fire or other cause during construction; .5 evaluarion of an extensive number of claims submitted by the Owner's consultants, the Conttactor or others in counection with the Work; .6 evaluation of substitutions proposed by the Owner's consultants or conlractors and making subsequent revisions to Instrumento of Service resulting therefrom; .7 preparation of design and documentation for alternate hid or proposal requests proposed by the Owner; or .8 Contract Arhuinistrarion Services provided 60 days after the dare of Substantial Completion of the Work. § 2.8.3 The Architect sha1I furnish or provide the following services only if specifically designated: Services Responsibility (Architect, Owner or Not Provided Location of Service Description .1 .2 .3 .4 .5 .6 .7 .8 .9 AlA Document B141'" -1991 Part 2, Copyrtghl @ 1917, 1926. 1948, 1951, 1953, 1950, 1961, 1963, 1966, 1967, 1970, 1974,1977,1907 and 1997byThe Amencan lna__cf Archilects, All rtghloteservad. WARNlNG,Thto AlA" Documont to protected by u.s. Copyrtght Law and Internattonal Treaties. Unouthorl"d reproduction or dlatrtbutlon 011hls /idA" Documont, or any portion 010, msy ro..O In levers clvllsnd crimInal penaOles, and will be prosecuted 10 lhe maximum eatent poeslblo under lho low. This dccumenl wee producsd by AlA softwara at 09:34:41 on '111912004 under Order No,loo0ISO965_' wh~ e><pres on 7/22/2005, and Is not10rresale. User Notes, (1066553116) B Services Responsibility Location of Service Description (Architect, Owner or Not Provided\ .10 Schedule DeveiOOment and Monitorino -Not Provided .11 Civil DasiOn ---Not Provided .12 LandscaDebesiOn ---Not Provided .13 Inlerior Desion ---Not Provided .14 SOecial Biddino or Neootiation Not Provided .15 Value Analysis Not Provided .16 Detailed Cost Estimating Not Provided .17 On-Site Project Reoresentation Not Provided .18 Construction Manaoement Not Provided .19 Start-up Assietance ---Not Provided .20 Record Drawinoa -----Architect ~ee .20 beiow .21 Post-Contract Evaluation ---Not Provided .22 Tenant-Relaled Services ---Not Provided .23 .24 .25 Description of Services. (Insert descriptions of the services designated) I .20 Architect sha1I orovide one ( I) CODV of reDroducible record drawinl!S to the Owner after oroiect comDletion. ARTICLE 2.9 MODIFICA liONS § 2.9.1 Modifications to this Standard Form of Architect's Services: Design and Contract Administration, if any, are as follows: I Not Aoolicable By its execution, this Standard Form of Architect's Services: Design and Contract Administratiou and modifications here", are incorporated into the Standard Form of Agreement Between the Own and Architect, AlA Document BI41-1997, that was entered into by the parties as oflbe date: AIAOacumantBI41"'-I997Part2.Copyrighl @ 1917, 1926, 1946, 1951. H'53, 1958, 1961, 1963, 1966, 1967, 1970,1974,1977, 1967 and 1997byThe Amencan Institute of ArcMacts. All rlghla reserve'" WARIING, This AlA" Document Is pI_ad by U.S. Copyrtghl Law and international Treattee. Unauthor,..d reproduction or dlatrtbutton o1lhtoAlA" Documanl,orany ponton 01" mayreeuR In eave.o cMlondcrlmlnal ponaRIeo, and will be prosecuted 10 Iho moxtmum o"'onl possible undar '" low. This document was produced by AlA software at 09:34:41 on 11/1912004 under Order No,loo01SO965_' which axpires on 7/22/2005, and Is not for resaJe. UsarNotee, (1066553116) 9 CertHication of Document's Authenticity AIA@ Document D401TM - 2003 I, Scott M. Freeman, hereby certify, to the best of my knowledge, information and helief, that I created the attached final document simultaneously with this certification at 09:34:41 on 11/1912004 under Order No. 1000130965_1 from AlA Contract Documents software and that in preparing the attaclJed final document I made no changes to the original text of AlA'" DocumentBl4lTM- 1997 Part 2 - Standard Form of Architect's Services: Design and Contract Administration, as publi6hed by the AlA in its software, other !ban changes shown in the attacbed final document by underscoring added text and sttiking over deleted text. (Title) I "'I ¡.¡ IN o:f.. (Dated) AlA Document D4O1'" -2003. Copyrlghl@1992ond2003byTheAmer;can InstiMe otArchkects. All rtgIRa reserved. WARNING: ThleAIA" Document ,. prclecled by U.s. Copyrlghl Law and international Tr"'le8. Unauthorized raprcductlon or dlalrlbutton of Ihla AIAa Documon~ or any pcnlon 0111, mey re.uO In savora cMland crlmtna' ponaOtaa, and will be prooecuted 10 the maxImum extent possible under Ihe law. This document was produced by AlA software at 09:34:41 cn 11/1912004 underOtder No.10001S0965_' which e>lplres on 712212005, and is not lor rasaJe. UaerNote" (1066553116) EXHffilT A - HOURLY RATES FOR CHANGE IN SERVICES Additional services to be compensated on a time and materials basis will be perfonned as required and directed by the Owner as negotiated for a lwnp sum or for hourly billing rates as follows: Architect: Principai Architect $ 105. DO/hour Project Architecl $ 85.00/hour Intern Architect/Job Captoin $ 75.00/hour Drafter $ 55.001hour Cierical $ 45.001hour Electrical EnrÛneer Principal Project Engineer Design Engineer Drafter Clericai MechanicailPlumbin~ En~ineer Principai $ 95.001hour Project Engineer $ 85.00/hour Design Engineer $ 65, OOlhour CADD Operator $ 50.001hour Ciericai $ 35.001hour Strucrurai En~ineer Principal Project Engineer ElT II CADD tech IUOffice Mgr. Admin. Asst. EXHIBIT A - Hourly Rates Meridian Senior Citizen Center Meridian, ID $ 95,OOlhour $ 85.001hour $ 75.00/hour $ 55.00/hour $ 35.00/hour $ llO,OO/hour $ 90.001hour $ 65.00/hour $ 50. DO/hour $ 30.00/hour Page 1 11/19/04 Attachment A ---~ Idaho Community Development Block Grant (ICDBG) Agreement Attachment between the Owner and Design Professiona I) Time of Performance The Design Professional's schedule for preparing and delivering sha1I be as follows: ~ Draft Bidding Documents and Drawings for review by applicable regulatory agencies and Owner within 180 calendar daya of the execution of the agreement between the Owner and Design Professional. 2) Design withinF'lmding Limitations The Design Professional sha1I perform services required under this Agreement in such a manner so as to cause an award of a Construction COlitracl(S) 1hat does not exceed~. This fixed limit sha1I be called the Maximum Construction Contract Cost *. The amount may be increased by the Owner, butOJÙY with written notice to lheDesign Professional, If the increase results ina change to the scope of work, an amendment to this Agreement will be required. The Design Professional and the Owner may mutually agree to decrease the Maximum Construction Contract Cost, but ouly by signing a written amendment to this Agreement. Should bido for the Cons1ruction Contract(s) exceed 1I1e MaximIJIll Cons1ruction Contract Cost, the Owner has the right to requjre the Design Professional to perform redesigns, modify the drawing and specification as necessary, assist in the second bidding process as for the first bidding, to cause an award of the Construction Contract within the Maximum Construction Contract Cost without additional compensation or reimburaemenl. . total construction cost plus 10% contingency 3) Documents Incotporated by Reference The Ü\\1JeI's application to the Department for ICDBG funding, dated March 5. 2004 and all applicable federal and sIaIe statutes and regulations are incorporated into this contract. 4) Presentation to Idaho Economic Advisory Council The reasonable expenses of travel costs and presentation materials incurred by the Design Professional for the Economic Advisory Council presentation are considered reimbursable expenses not to exceed the maximum amount of$I,OOO, 5) 0wnemIip of Document. AIl drawings, specifications, studies, and other material prepared under this contract sha1I be the property of the Ov.ner and at the termination or completion of the Design Professional's services sha1I be promptly delivered to the Ov.ner. The Design Professional sha1I have no claim for fìntb.er employment or additional compensation as a result of exercise by the Owner of its full rights of ownership, It is understood., however, 1hat the Design Professional does not represent such dota to be suitable for re- use on any other project or for any other jlUIpose. If the Owner re-uses the 6Ubject data without the Design Professional's written verification, such reuse will be at the sole risk of the Owner without liability to the Design Professional. 6) Act Superior Wherever provisions of the ICDBG Agreement Attachment are in conflict with the provisions of other forms of agreement or exhibits, the provisions of this attachment sha1I control and supersede. 7) Debarment The Design Professional by executing this contact certifies neither helshe nor any fino , corporation, partnership or association in which helshe has a substantial interest is designated as an ineligible fino by the Comptroller General of the United Slates pursuant to Section 5.6(b) of the Regulations of the Secretary of Labor, Part 5 (29 CFR, Part 5), 8) Reports and Information The Design Professional will maintain accounts and records, inclnding peroonnel, property and financial records, adequate to identify and acco1U1t for all costs pertaining to this contract and such other recordo as may be deemed necessary by the Owner to ensure proper accounting for all project funda, both federal and non-federal shares. OThese records will be made available for ondit jlUIpoaes to the Owner or its anth0ri2ed representative, and will be retained for three (3) years after the expiration of this contract. ExhibitN 1/2 9) Access to Records It is expressly underatood that fue Design Professional's records relating to tlris contract will be available during nonnal business hours for inapeclion by the Owner, the Department, the U.S. Department of Housing and Urban Development, the u.S. Comptroller General, Office of Inspector GeneraL and, when required by law, representatives of the State ofIdaho, 10) Employee-Employer Relationship The contmcting parties warrant by fueir signature that no employer-employee relationship is esmblished between fue contractor and the Owner by the tenns of this contract It is understood by the parties hereto that the Design Professional is an independent contractor and as such neither it nor its employees, if any, are employees of the Owner for purposes of tax, retirement system or social aecurity (FICA) withholding. I I) Design Professional's InsUl1Ulce The Design Professional warrants that it has obtained, and wilIlII6intain at its expense for fue duration of this Contract, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage for its principals and employees for the 6ervices to be peñormed hereunder. The comprehensive genemlliahility insurance sha1l have, at a minimum, a coverage limit ofatleast five hundred thousand ($500,000) perocCUtTt:Il£e, and one million dollars ($1,000,000) aggregate. 12) Conflict of Interest The Design Professional wammts that it presently has no interest and will not acquire any interest, direct or indirect, in fue ICDBG ~ect that would conflict in any manner or degree with the peñormance of its services hereunder. The Design Professional further covenants that, in peñomting tlris contract, it will employ no person ""'0 has any such interest. Should any conflict of interest, as defined by fue ICDBG Adminislr8live Ru1es. arise during the performance oftlris contract, it will be disclosed and managed according to the ICDBG rules. 13) Modification and Assignahili1y ofCon1ract This con1ract contains the entire agreement between the parties, and no statements, promises or inducements made by either party or agents of either party, that are not contained in the written contract, are valid or binding. This contract may not be enlarged, modified or altered except upon written agreement. The Design professional may not subcon1ract or assign its rights (including right to compensation) or duties arising hereunder wifuout the prior written consent of fue Owner and the Idaho Department of Commerce. Any subcontractor or assignee will be bound by all of the terms and conditions of the Agreement. 14) Section 109 of the Honaing and Community Development Act of 1974 The Design Professional will comply with the following provision: No person in the United States may, on fue grounds of race, color, national origin or sex, be exclnded ftom participation in, be denied fue benefits of or be sul:!iected to, discrimìnation under any program or activity funded in whole or in part, with the funds made available under tlris title. Any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975 or with respect to an otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 will also apply to any such program or activity. IS) Section 3 of the Housing and Urban Development Act of 1968 The Design Professional will ensure that, to the greate61 extent fessible, opportunities for training and employment arising in connection with this ICDBG assisted ~ect will be extended to lower income project area residents. Further, the Design Professional wi1I. to the greate61 extent fessible, utilize business concerns located in or substantiaIly owned by residents offue prqject area in the award of contracts and purchase of services and supplies. 16) Minority Business En1etprise Consistent with the provisions of Executive Order 11246 and OMB Circular A-I 02,Attachment 0, the Design Professional will take afiinnative steps to enaure minority buainesses are used ,,",en poaaible aa sources of supplies, equipment, and construction and services. Additiona1ly, the Design Professional mu61 document all at1innative steps taken to solicit minority businesses and forward this documenmtion along with the names of the minority subcontractors and suppliers to fue Owner upon request. 17) Nondiscrimination The Design Professional will not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideas, sex, age, maritsl status, physical or mental handicap or national origin. Exhibit N