The URL can be used to link to this page

Home My WebLink AboutAIA Agreement with Architect CHQA for Public Safety Training Faciltyj-= Document B132TM - 2009 Standard Form of Agreement Between Owner and Archifect, construction Manageras Adviser Edition AGREEMENT made as of the 29 day of August in the year 2(113 (Lc words, indicnre dnr, month and,penr.J ADDI710NS ANb DELETIONS: The author of this document has BETWEEN the Architect's client identified as the Owner; added information needed for its (Name, /ego! status, address and ollver L formatiall completion. The author may also have revised (he text of the original City of Meridian AIA standard farm. An Additions and 33 Last Broadway Deietlons Report That notes added Meridian, ID 83642 information as woll as revisions to the standard farm text is available from and the Architect the author and should be reviewed. A (Nmne, legal staler, address and other it formation) vertical line in the left margin of (his document indicates where Iho author CSHQA, a professional association has added necessary information 200 Broad Street and whore the author has added to or Boise, ID 83702 deletetl from the original AIA tent. This document has Important legal for the following Project: consequences. Consultation with an (Name, locatimc aced detailed description) attorney is encouraged with respect toils completion or modification. Meridian Public Safety Training Center (PSTC) Cast Water Tower Street, Meridian. ID 83642 This document is iniendedto be used The Meridian PSTC project cost is anticipated to be 4.5 million dollars. The project is to in conjunction with AIA Documents *" consist of one or two buildings on a 3.1 acre site on Water tower Lane in Meridian directly g132 -2009, Standard Form of west of the current Meridian Police Facility. It is anticipated that the PSTC to include Agreement Between Owner and contractor. Construction Manageras approximately 30,500 sfof built space including an htdoor Shooting Range, Classrooms, Adviser Edition; A232""~-2009, K-9 training, Mat Room and Support Spaces. Also as part of the project, Master Planning General Conditions of the Contract for a future outdoor Scenario Village and Site Development. for construction, construction Manager as Adviser Edition; and The Construction Manager; C132T"~-2009, Standard Form of (Nance, legal slants, address and other inforncolion) Agreement Between Owner and Construction Manageras Advisor. To Be Determined AIA Document A232r"'-2009 is The Owner and Architect agree as follows. atloptetl in this document by reference. Do not use with other genoral candillons unless this document is modified. Init. AIA Dowment 8132'" - 2009 (formerly B741TMCMa-1992j. Copyright GJ 1992 and 2008 by Tlra American Instllute of Architects. All rights resorved. WARNING This AIA' Document is protected by U. S. Copyright Law and Inlernatlonal Troaties. Unauthorized mproducdon or dis(ributlon or this AIA" t Document, or any portion of il, may result in severe civil and crim(nal penalties, and will ba prosecuted to the mazlmum extent possl6la undor the law. ( This document was produced by AIA sofhvare at 12:36:57 on 00+29!2013 under Order No.8811582830._7 which expres on 02/0472014, and is not for resale, User Notes: (724657480) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section l.l. (Note t/re disposition ja•llreJollou•brgitems by brserting dre requested it fornrutiav or a statement such as "not applicable," "uwknm+m a! lime of execution"or "!o be determined toter bt' mutual ogreenrent. ") § 1.1.1 The Owner's pragrmn for the Project: (/derrt~~ documentatiav a• state the marurer in which the program will be dereloperl) Architect working with the Owner per Exhibit A is to develop the program. § 1.1.2 The Project's physical characteristics: (Identrh~ or describe, iJ'appropriale, size, location, dimensions, or other pertinent it formntion, Bach as geotechnieal repa•LS; site,bormdap and tupagraphic•.rurnerr; IraJfc• and uliliq~ studies; m~ai/abilil)• of pub/ic and prn~ate utilities uud services; legnl description of the site; etc.) 3.1 Acre site directly west of the current Meridian Police Facility. § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Proride total and, if'knox~n, a lice item breakdown.) 4.0 mitlion dollars § 1.1.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates, if mty: Complete Programming and Master Planning anticipated date:01 October 2013 AIA Document 8132TM - 2009 (formerly 8141 ^"CMa -1992). Copynghl G^ 1992 and 2009 by The Amorican inslauto of Architocis. All rights reservetl. iDi6 WARNING: This AIA" Document is protected by 0.5. Copyright Law and International Treaties. Unaulhorizetl roproductlon or distribution of This AIA'" 2 Documonq or any portion of h, may result in sovore civil and crlminel ponaltles, entl will bo prosocuted to tho maximum extent pcas(ble under the law, t This documont was protlucetl by AIA software m 12:36:57 on 0 8129120 7 3 nutlet Ortlor No,8877582830_1 which expiros on 02/04!2014, and is not for resale. User Notes: (724057489] .2 Commencement of construction: To Be Determined Substantial Completion date or milestone dates: To Be Determined .4 Other: Not Applicable § 1.1.5 The Owner intends to retain a Construction Manager adviser and: (No/e that, if Multiple Prirne CarO'nctar:r are used, the tcrnt "C,nulruean•"or referred !o lhroughou! This ~}greenren! will bens if pltn•al iu uunvher.) [ ] One Contractor [ ] Multiple Prime Contrnetors [ X ] thlknnwn ai time of execution § 1.1.6 The Owner's requirements for accelerated or fast-track scheduling, multiple bid packages, or phased construction are set forth beloiv: (List number and h'pe oJ•bid/procureurent packages.) None are anticipated nor incorporated into the architect's quoted fee. § 1.1.7 Other Project information: (Identlfj- special characteristics ar needs oJ7he Project no! prorided elsewlrw'e, Bach as envirmnnenlnllr responsible design a' historic presernation reyuirwnenls.J § 1.1.8 The Owner identifies the following representative in accordance with Section 5.4: (Lis! name, nddress and o0rer it fornratran.) Max Jensen, City of Meridian, 33 East Broadway Ave, Meridian, ID 83642 Phone: (208) 898-5500 ext. 13544 § 1.1,9 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's submittals to the Owner areas follows: (hilt uanre, address and other infornrafton.) None anticipated. § 1.1.10 The Owner will retain the following consultants: (List name, legal stales, nddress and other irjauration.J .1 Construction Manager: The Construction Manager is identified on the cover page, If a Construction Manager has not been retained as of the date of this Agreement, state [he anticipated date of retention: OI October 2013 .2 Cosl Consultant (if in addition to the Construction Manager): (If a Cnst Consnltan! is retained, appropriate references m the Cost Caasullont should be inserted iu Sections 3.2.6, 3.2J, 3.3.2, 3.3.3, 3.4.5, 3.4.6, 5.4, 6.3, 6, 3.1, 6,4 and 11.f5.) None anticipated . Init AIA Document 8132TM-20091farmorly B141TMCMa-1992). CUpydghl G; 1992 and 20096y The 4medcan lnsgtute pf Amhitetls. Alf rights reserved. WARNING: This AIA" bocumont Is protectetl by U.B. Copyright Law and International Treaties. Unauthorized reproductlan or dlstdbutlon of this AIA` 3 Document, or any portion of It, may result in severe civil and criminal penalties. antl will be prosecuted to the maximum extent possibly untlor lho law, i This document was produced by AIA software at 12:36:57 an 08!292013 under Order No.8811562H30_t which expires nn 02104+2014, and is not far resale. Usor Notes: (724fi57489) ,3 Land Surveyor: Retained by Architect. .4 Geotechnical Engineer: Retained by Architect. .5 Civil Engineer: Retained by Architect. .6 Other consultants vendors: (Lill na~• other consultants retained Gr Ilte Onnrer, sack ns a ProjaG a• Program Manager, or scheduling consu!(anl.) Furnishing, Fixtures and Equipment VendoriConsultant(s) Shooting Range Target Vendor?Consultant § 1.1.11 The Architect identifies the following representative in accordance with Section 2.3: (List name, address and o(lrer b favration.) Sohn Moulin, AIA Dave Davies, A[A CSHQA 200 Broad Street Boise, ID 83702 § 1.1.12 The Architect will retain the consultants identified in Sections 1.1.12.1 and 1.1.12.2: (List name, legal slalrrs, address and a/rer informa(ion.) § 1.1.12.1 Consultants retained under Basic Services: .1 Structural Engineer: CSHQA .2 Mechanical Engineer: CSHQA .3 L"lectrical Engineer: CSHQA § 1.1,12.2 Consultants retained under Additional Services: § 1,1.13 Other Initial Information on which the Agreement is based: Exhibit "A", "II" and "C" § 1.2 The Owner and Architect may rely on the htitial htformation. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation. fait AIA DOCUment 6132""-2009 trormerly 6141TMCMa-1992). CopyrighiG 1992 antl 2C09 by The Amedcan lnsalule of Architects. All rights reserved. WARNING: This AIA` Document is protected by U. S. Copyright Law antl International Traades. Unauthorized reprotluction or dlstribunon of this AIA' 4 Document, or any portion of It, may result in sovere civil antl criminal pannltlas, and w(II be prosecuted to the maximum extent possible antler the law. ( This document was produced by AIA sotiware et 12:36:57 on 08r29~2073 under Order No.887158283b 7 which expires on 02J04i2014, and is not for rasale. User Notes: (724657489] ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall provide its services in conjunction with the services ofa Construction Manager as described in AlADocument C U2T^t--2009, Standard Fonn of Agreement Between Owner and Construction Manager. The Architect shall no[ be responsible for actions taken by the Construction Manager. § 2.4 The Architect shall identify a representative authorised to act on behalf of the Architect with respect to the Project. § 2.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.6 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost. § 2.6.1 Comprehensive General Liability with policy limits of not less than I million dollars ($ 1,000,000) for each occurrence and in [he aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not less than Not Applicable ($ )combined single limit and aggregate for bodily injury and property damage. § 2,6.3 The Architect 5nay use umbrella or excess liability insurance to achieve the required coverage for Comprehensive General Liabilityand Automobile Liability, provided that such ua3brel(a or excess insurance results in the same type of coverage as required for the individual policies. § 2.6.4 Workers' Compensation at statu[my limits and Employers Liability with a policy limit of not less than 1 tnillion dollars ($ 1,000,000 ). § 2.6.5 Professional Liability covering the Architect's negligent acts, errors and mnissions in its performance of professional services with policy limits ofnot less than 2 million dollars ($ 2,000,000 )per claim and in the ag~egate. § 2.6.6 The Architect shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2,6. The certificates wiU show the Owner as an additional insured on the Comprehensive General Liability, Automobile Liability, umbrella or excess policies. ARTICLE 3 SCOPE t)F ARCHITECT'S BA51C SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services, consul( with the Owner and the Constntction Manager, research applicable design criteria, attend Project meetings, communicate with members of the Project team anti report progress to the Owner. § 3,1.2 The Architect shall coordinate its services with those services provided by the Owner, the Constntction Manager and the OSmer's other consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner, the Construction Manager, and the Owner's other consultants. AIA Document 6132*v - 2009 (formerly 8141 *"CMa-1992). Copyright A91992 and 2009 by Tha American Institute of Architects. All rights reserved, Init WARNING: This AIAt~ Document Is protected by U.B. Copyright Law and International Treaties. Unauthorized roprotluction or distribuflon of this AIA" 5 Uacument, or any portion of it, may result In severe civil and criminal penalties, and will be prasoculed to the maximum extent possible under the law, ( This document was pratlucetl by AIA software a! 12:36:57 on 08129!2013 under Order No.B811562830_5 which expires on D204±2014, and is not for resale. User Notes: (724657489) The Architect shall provide prmnpt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit to the Owner and the Construction Manager a schedule of the Architect's services for inclusion in the Project schedule prepared by the Construction Manager. The schedule of the Architect's services shall include design milestone dates, anticipated dates when cast estimates or design reviews may occur, and allowances for periods of time required (1) for the Owner's review, (2) for the Constntction Manager's review, (3) for the performance of the Owner's consultants, and (4) for approval of submissions by authorities havingjurisdiction over the Project. § 3.1.4The Architect shall subtni[ information to the Construction Manager and participate in developing and revising the Project schedule as it relates to the Architect's services. § 3.1,5 Once the Owner and the Architect at,Kee to the time limits established by the Project schedule, the Owner and the Architect shat] not exceed them, except for reasonable cause. § 3.1.6 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner's acceptance ofnun-conforming Work, made without the Architect's approval. § 3.1.7 The Architect shall, at appropriate times, in coordination with the Construction Manager, contact khe governmental authorities required to approve the Constntction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.1.8 The Architect shall assist the Owner and Constmction Manager in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities havingjurisdiction over the Project. § 3,2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner and Construction Manager, and shall review laws, codes, and regulations applicable to the Architect's services. § 3,2.2 The Architect shall prepare a preliminary evaluation of the Ounier's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain rile requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services That may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and Construction Manager and shall discuss with the Owner and Conshvction Manager alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based nn the Project requirements agreed upon with the Owner, the Architect shall prepare and present to the Owner and Constmction Manager, far the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval and the Construction Manager's review. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling. Preliminary selections of major building systems and consWction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for [he Cost of the Work. The Owner may obtain other environmentally responsible design services under fvticle 4. AIA Document B132TM - 2009 (formerly 8141 ^"CMa -1992). Copyright U 1992 and 2009 by The American Institute of Architects. All rights roserved. Init. WARNING; Thls AIAn Document Is protoctod by U.S. Copyright Law and Intarnatlonal Treaties. Unauthorized reproduction or distribution of this AIA' 8. Documom, or any portion of Iq may result in severe civil and criminal penalties, and will be prosecutod to the maximum extont possible under the law, / Thls document was protluced by AIA software a112:36:57 on D8/29i2013 under Order No.8011582830_i which expires on 02109/201-0, and is nnl (or resale.. User Notes: (724657489) § 3.2.5.2 The Architect shall consider with the Oumer and the Construction Manager the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics in developing a design for [he Project that is consistent with the Owner's schedule and budget for the Cost of the Work. § 3,2,6 The Architect shall submit the Schematic Design Documents to the Ounter and the Construction Manager. The Architect shall meet with the Construction Manager to review the Schematic Design Documents. § 3.2.7 Upon receipt of the Construction Manager's review comments attd cost estimate at the conclusion of the Schematic Design Phase, the Architect shall take action as required under Section 6.4, identify agreed upon adjustments to the Project's size, quality or budget, and request the Owner's approval of the Schematic Design Documents. If revisions to the Schematic Design Documents are required to comply with the Owner's budget for the Cost of the Work a[ the conclusion of the Schematic Design Phase, the Architect shall incorporate the required revisions in the Design Development Phase. § 3.2.8 In the further development of the Drawings and Specifications dw•ing this and subsequent phases of design, the Architect shall be entitled to rely on the accuracy of the estimates of the Cost of the Work, which are to be provided by dte Construction Manager under the Construction Manager's agreement with the Owner. § 3.3 Design Development Phase Services § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Ovnter's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work pursuant to Section 5.4, the Architect shall prepare Design Development Documents for the Owner's approval and the Construction Manager's review, The Design Development Dowments shall be based upon information provided, and estimates prepared by, the Construction Manager and shall illustrate and describe the development of the approved Schematic Design Docwnents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and such other elements as maybe appropriate. The Design Development Documents shall also include outline specifications That identify major materials and systems and establish in general their quality levels. § 3.3.2 Prior to the conclusion of the Design Development Phase, the Architect shall submit the Design Development Documents to the Owner and the Construction Manages The Architect shall meet with the Construction Manager to review the Design Development Documents. § 3.3,3 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Design Development Phase, the Architect shall take action as required under Sections 6.5 and l.6 and request the Owner's approval of the Design Development Documents. § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documems, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval and [he Construction Manager's review. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge [hat in order fo construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Docwnents the design requirements of governmental authorities havingjurisrliction over the Project. § 3.4.3 During the development of [he Construction Documents, if requested by the OwneG the Architect shall assist the O7mer and the Construction Manager in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2) the farm of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, AIA Document Bt 32TM - 2999 (formerly e141 TMCMa -19921. Copyright ~ 7992 and 2009 by The American Institute of Architects. All dghts reserved. Init. WARNING: This AIA'` Document Is pro[ectetl by U. S. Copyright Law antl International Trnaties. Unauthorized reproductlon or tlistributlan of this AIA' 7 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecutetl to the maximum extant possiblo under the law. f This document was produced by AIA software et 12:36:57 on 0&2912073 under Grtler No.6971502930 1 which expires on 0 210 412 0 7 4, and is not for resale, User Notes: (724fi57499j Supplementary and other Conditions); and (4) compile a project manual that includes the Conditions of the Contract for Construction and may include bidding requirements and sample forms. § 3.4.4 Prior to the conclusion of the Construction Docwnenis Phase, the Architect shall submit the Construction Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to review the Construction Docwnenis. § 3.4.5 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Construction Docwnenis Phase, [he Architect shall take action as required under Section 6.7 and request the Owner's approval of the Construction Documents. § 3.5 Bidding or Negotiation Phase Services § 3.5.1 General The Architectshall assist the Owner and Construction Manager in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner and Construction Manager in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and (4) awarding and preparing contracts for construction. § 3.5.2Compeflflve Bidding § 3.5.2,1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner and Construction Manager in bidding the Project by .1 facilitating [he reproduction of Bidding Documents for distribution to prospective bidders, .2 participating in a pre-bid conference for prospective bidders, and .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations ofthe Bidding Documents in the form of addenda. § 3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and shall consult with the Construction Manager and prepare and distribute addenda identifying approved substitutions to all prospective bidders. § 3.5.3 Negotiated Proposals § 3.5.3.1 Proposal Documents shall consist of proposal requirements, and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner and Construction Manager in obtaining proposals by .1 facilitating the reproduction of Proposal Documents for distribution to prospective contractors, and requesting their return upon completion of Ifte negotiation process; .2 participating in selection interviews with prospective contractors; and .3 participating in negotiations with prospective contractors. § 3.5.3.3 The Architect shall consider reyuests for substitutions, if the Proposal Documents permit substitutions, and shall consult with the Construction Manager and prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3.6 Construction Phase Services § 3.5.1 General § 3.6.1.1 The Architect shall provide administration of the Contract behveen the Owner and the Contractor as set forth below and in AIA Document A232Tm-2009, General Conditions of the Contract for Construction, Construction Manager as Adviser 8dition. If the Owner and Contractor modify AIA Document A232--2Q09, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.5.1.2 The Architect shall advise and consult with the Owner and Construction Manager during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extant provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the cnnstmction means, methods, techniques, sequences or procedures, or far safety precautions and programs in connection widt the Work, Init. AIA Document B132TM - 2x09 (formerly B141TMCMa-1992). Copyngh(~31892 and 2909 by Tha American Institute ofArcMlecls. All rights reserved. WARNING; 7hls AIA'" Document (s protected by U. S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this AIA" g Document, or any portion of it, may result in sovoro civil and criminal penalties, and will be prosecuted to the maximum extent possible under iha law. I Thls document was protluced by AIA software a( 12:36:57 on 06!29!2013 under Order No.8811582830_t which expires an 02/04t20i4, and is not for resale. User Notes: 1724657489} nor shall the Architect be responsible for the Contractor's failwe to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Construction Manager, or the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date dte Architect issues the final Certificate for Payment. § 3,6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Sention 4.33, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Docmnents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to ch eck the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner and the Construction Manager (I) known deviations from the Contract Documents and from the most recent constructimt schedule, and (2) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contmet Documents and shall notify the Construction Manager about the rejection. Whenever the Architect considers i[ necessary or advisable, the Architect, upon written authot'ization from the Owner and notification to the Construction Manager, shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise [o a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or wnployees or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requh'ements of, the Contract Documents on written request of the Construction Manager, Owner, or Contractor through the Construction Manager. The Architect's response to such requests shall he made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2,4 interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing of in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The ArchitecPs decisions on matters relating to aesthetic effect shall he final if consistent with the intent expressed in [he Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as drat term is defined in AlA Document A232-2009, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 Ttte Architect shall review and certify an application for payment not more frequently than monthly. Within seven days after the Architect receives an application for payment forwarded from the Construction Manager, the Architect shall review and certify the application as follows: .1 Where there is only one Contractor responsible for performing the Work, the Architect shall review the Contractor's Application and Certificate for Payment that the Construction Manager has previously reviewed and certified. The Architect shall certify the amount due the Contractor and shall issue a Certificate for Payment in such amount. .2 Where there are Multiple Prime Contractors responsible for performing different portions of the Project, the Architect shall review a Project Application and Project Certificate for Payment, with a Sununary of Contractors' Applications for Payment, that the Construction Manager has previously prepared, reviewed and certified. The Architect shall certify the amounts due the Contractors and shall issue a Project Certificate for Payment in the total of such amounts. Init. AIA Document 81321° - 2009 (formerly 6141'"CMa-1992). Copyright O 1992 and 2009 by The American Institute of Architects. All rights reserved. . WARNING: This AIA°' Document Is protectetl by U. S. Copyright Law and International Treaties. Unaulhori:ed reproduction or dislrlbudon of this AIA- Document, or any portion of It, may result in severe civil antl criminal penalties, and will 6e prosoculed to the maximum extent passlbta under the law, J This document was produced by AIA software at 12:36:57 on 06/29'2013 under Order No.8811582830_7 whlchexpires on 07J04t2014, and is not for resale. User Notes: (724657409) § 3.6.3.2 The Architect's certification for payment shall constitute a representation to the Owner, based Gn (1) the Architect's evaluation of the Work as provided in Section 3.6.2, (2) the data comprising the Contractor's Application for Payment or the data comprising the Project Application for Payment, and (3) the reconunendation of the Construction Manager, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Docwnents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor eleviations from the Contract Docwnents prior to completion, and (4) to specific qualifications expressed by the Architect. § 3.6.3.3 The issuance of a Certificate for Payment or a Project Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers anti outer data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Swn. § 3.6.3.4 The Architect shall maintain a record of the applications and certificates for payment. § 3.6.4 Submittals § 3.6:4.1 The Architect shall review the Construction Manager's Project submittal schedule and shall not unreasonably delay or withhold approval. The Architect's action in reviewing submittals transmitted by the Construction Manager shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6,42 In accordance with Ute Architect-approved Project submittal schedule, and after the Construction Manager reviews, approves and transmits the submittals, the Architect shall review and approve m' take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited pmpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation nr performance of equipment or systems, which are the Contractor's responsibility. Tho Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Docwnents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review shop drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 3.6.4.4 After receipt of the Constmction Manager`s recommendations, and subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect, in consultation with the Construction Manager, shall set forth in the Contract Docwnents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of 6te clarification requested. The Architect's response to such requests shall be made in writing within any tune limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests f'or information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals transmitted by the Construction Manager in accordance with the requirements of the Contract Docwnents. AIA Document 8132'" - 2009 (formerly 8141 ^'CMa -1992). Copyrighl'k) 1992 and 2009 by The Amorican Institute of Architects. All rights reserved. Inih WARNING: This AIA"" Document Is protectetl by U. S. Copyright Law antl International Treaties. Unauthorized reproduction or distribution of this AlA'` 1 ~ Document, or any portion of it, may result in sovero clNl and crlmtnal penalties, and will 4o prosecuted to the mazimum eztent possible undorthe law, ( This document was produced by AIA sotM+are al 12.38;57 on 0&'29/2013 under Order No.88t 1582830,) which expires on 02i04/2014, and Is not for rosale, User Natce: (724657409) § 3.6,5 Changes in the Work § 3.6.5.1 The Architect shall review and sign, or take other appropriate action, on Change Orders and Constntction Change Directives prepared by the Constntction Manager for the O~mer's approval and execution in accordance with the Contract Documents. § 3.9.5.2 The Architect may authorize minor changes in the Work that are consistent with [he intent of the Contract Documents and do not involve an adjushnent in the Contract Sum or an extension of the Contract Time. Such changes shall be effected by written order issued by the Architect through the Construction Manager. § 3,6.5.3 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion § .3.9,6,1 The Architect, assisted by the Construction Manager, shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion prepared by the Constntction Manager, receive Gom the Construction Manager and review written warranties and related documents required by the Contract Docmnents and assembled by the Contractor; and, after receipt of a final Contractor's Application andCertiticate for Payment or a final Project Application and Project Certificate for Payment fromdte Construction Manager, issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 3.9.9.2 The Architect's inspections shall be conducted with the Onner and Construction Manager to check conformance of the Work with fire requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Construction Manager and Contractor of Work to be completed or corrected. § 3.9.9,3 When the Work is found to be substantially complete by the Construction Manager and Architect, and after certification by the ConsWCtion Manager and the Architect, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Smn, if any, for final completion or correction of the Work. § 3.9.9.4 Upon request of the Otmer, and prior to the expiration of one year Gom the date of Substantial Completion, the Architect shall, without additional cmnpensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVIGES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project The Architect shall provide the listed Additional Services only if specifically designated in the (able be]ow as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. (Designate Ilre ddditional Services the Ar-chi(ec(sha!/ provide in (he secowd colmnn aJlhe (able be/ow. In (he (bird cohnnn indicate whether (he service descrip(iar i,r loca(ed in Secliar 9.2 or• in an nt(nched erhibi(. Ijin nn erlribit, idenl[Jj~ the erhiblt.l __..__ _~...m.~..__ Services ,v._._. Responsibility (r1 rrhi(ect, Ot+aaer or No! Provided/ ..._ _._. Location of Starvice~Description (Section 4.? below m• irr an echibit n(tached (o (his dacruNen( acrd ldenli/ied below) 4.1.1 Pro ramminS_~ Architect _ Exhibit "A' 4.1.2 Multi le reliminary designs_._` __ ~_.._. Architect Exhibit "A' 4,1.3 Measured drawin s Architect Exhibit "A' § 4.1.4 Existin facilities surve s Architect Exhibit "A' 4.1.5 Site evaluation and tannin (B203T^I- 2007) Architect Exhibit "A' j _ 4,1.9 Buildin information modelin ; Nut included ' 4.1.7 Civil en ineerin Architect Exhibit "A' 4.1,8 Landsca a deli n - Architect _...__ Exhibit "A' 4.1,9 Architectural interior deli n (B252TM11-2007) Architect Exhibit "A' 4.1.19 Value anal sis (D204T"'--2007) CM § 4.1.11 Detailed cost estimating CM _ AIA Oocumenl 81321P -2009 (formerly B141i°CMa -1992). Copyright Ut 1992 and 2009 by The American Institute of Architects. Ail fights reserved. Init. WARNING: This AIA'" Document is proteclotl by U, S, Copyright Law end International Treaties. Unauthorized coproduction or distribution of this AIA'` 1~ Document, or eny portion of it, may result In savero cIvIIand criminal penalties, antl will be prosecuted to the maximum extent possible under the law. ( This document was produced by AIA sollwara x112:36:57 on 081292013 under Order No.8811582830_7 which expires on 02/04/2tl14, and Is not for resale, User Notes: (724657489) 4,1.12 On-site ~ro'ect representation {B207T^r-20UR) CM § 4.1.13 Conformed construction documents Architect Exhibit "A' 41.14 As-desi ned record drawin >s Architect Exhibit "A' 4,1,15 As•constructed record drawings __ rn Architect Exhibit "A' 4.1.16 Post occu ancy evaluation Not included -0,1.17 Facilit su ort services (B210T^r-2007) Not included 4,1.18 Tenant-related services No[included _ 4.1.19 Coordination ofOwmer'sconsultants Architect Exhibit"A' __ _ 4.1.20 Telecmnmunications'data deli m ~ Architect Exhibit "A' 4.1,21 Securit evaluation and planning (B206TA1--2007) ~..._ _..~.----y Not included _ 4.1.22 Commissionin B21 lT^r-2007) Architect Exhibit "C" -Option 3 -Base Scope with all add alternates 4.1.23 Extensive environmentally responsible design Not included ~_,_ ._,. `,-,___ § 4.1,24 LEED'"' certification B214T"1-2007) Not included 4.1.25 Historic reservation (B205Tm.-2007) Not included __ _._._ . ___-_ _ . Y § 4.1.26 Furniture, furnishings, and equipment design (B253TM-20D7) Owner .-_ . ~. . _. § 4.21nsert adescription of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not further described in an exhibit attached to this document. Exhibit "A" and "C" § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11,3 and an appropriate adjushnent in the Architect's schedule. § 4,3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or recommendations given by the Construction Manager or the Owner, or approvals given by the Owner, or a material change in the Project including but not limited to, size, quality, complexity, building systems, the Owner's schedule or budget for Cost of the Work, constructabilitycoesiderations, procurement or delivery method, or bid packages in addition to those listed in Section L LG; .2 Making revisions in Drawings, Specifications, or other documents (as required pursuant to Section 6.7), when such revisions are required because the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget, except where such excess is due to changes initiated by the Architect in scope, capacities of basic systems, or the kinds and quality of materials, finishes or equipment; .3 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling or LEEDiS certification; .4 Changing or editing previously prepared Instruments of Service necessitated by the enacunent or revision of codes, laws or regulations or official interpretations; .5 Services necessitated by decisions 9f the Owner or Construction Manager not rendered in a timely manner or any other failure of performance on the part of the Owner, Construction Manager or the Owner's other consultants or contractors; .6 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner authorized recipients; .7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Ovmer or Construction Manager, ,B Preparation for, and attendance at, a public presentation, meeting or hearing; AIA Document Bi32*° - 2809 (farmedy Bi41 ~"CMa-1992(. Copyright Cl 1992 and 20(19 by The American Insiilule of Architects. Ail rights reserved. Init. WARNING: This AIAr Document is protected py U.B, Copyright Law and International Treaties. Unauthorized reproduction or dlstdbution of this AIA" 12 Document. or any portion of It, may result in severe civil antl crim(nal penalties, and will be prosecuted to Iho maximum extent possible under the law. i This document was producetl by AIA software at 12:36:57 on 9829'2913 under Order No.8811582030 1 which erpiros on 9204(2814, and is not for resale. User Notes: (724657489} .9 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .10 Evaluation of the qualifications of bidders or persons providing proposals; .11 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .12 Assistance to the Initial Decision Maker, if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the Owner shall have no fuurther obligation to emnpensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the initial Project submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study anti comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders, and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evaluating substitutions proposed by the Owner, Construction Manager or Contractor and making subsequent revisions to Instruments of Service resulting therefrom; or .6 To the extent the Architect's Basic Services are atfected, providing Construction Phase Sen~ices 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in Initial Information, whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 Two (2) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Once every hvo weeks ( )visits to the site by the Architect over the duration of the Project during construction .3 Two (2) inspections for any portion of the Work to deternuine whether such portion of the 1r/ork is substantially complete in accordance with the requirements of the Contract Documents .4 Two (2) inspections for any portion of the Work to determine final completion § 4.3.41E the services covered by this Agreement have not been completed within Twenty four (24 )months of the date of this Agreement, through no fault of the Architect, extension of [he Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within l5 days after receipt of a written request free the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 5.2 The Owner shall retain a Construction Manager to provide services, duties and responsibilities as described in AIA Document C 132--2009, Standard Fotm of Agreement Between Owner and Construction Manager. The Owner shall provide the Architect a copy of the executed agreement between the Owner and the Construction Manager, and any further modifications to the agreement. § 5.3 The Owner shall furnish the services of a Construction Manager that shall be responsible for creating the overall Project schedule. The Owner shall adjust the Project schedule, ifnecessary, as the Project proceeds. § 5.4 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1, (2) the Owner's other costs, and (3) reasonable contingencies Init. AIA Document 81321P - 2009 (formerly 8141TMCMe- 79921. Copyright Qe 1992 and 2009 by The American Institute of Archnecls. P71 fights reaervetl4- WAftNING: This AIA` Document (s protected by U. S. Copyright Law and International Treaties. Unauthoriz¢d reproduction or distribution of this NA' 13 bacumoni, er any portion of tt, may result in sevoro civil and criminal penalties, and will be prosecuted to the maximum extent passible under the law, 1 This document was produced byAlA soliware al t?:36:57 on 6629(2013 under Order No.881 7 5 8 2 63tl_7 which expires on 02r04i2074, and is not for resale. User Notea: (724657469} related to all of these costs. The Owner shall famish the services of a Construction Manager that shall be responsible for preparing all estimates of the Cost of the Work. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect and the Construction Manager. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. § 5.4.1 The Owner acknowledges [hat accelerated, phased or fast-track scheduling provides a benefit, but also carries with it associated risks. Such risks include the Owner incurring costs for the Architect to coordinate and redesign portions of [he Project affected by procuring or installing elements of the Project prior to the completion of all relevant Construction Documents, and costs for the Contractor to remove and replace previously installed Work. If the Owtter selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect [o the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.6 The Architect shall famish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and stmetures; designated wetlands; atljaceN drainage; rights-of--way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information nn the survey shall be referenced to a Project benchmark. § 5.7 The Architect shall famish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations, § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Architect to famish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance mtd other liability insurance as appropriate to the services provided. § 5.9 The Architect shall furnish tests, inspections and reports required by law or the Contract Docunents, such as stmetural, meehnnical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that maybe reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.11 The Owner shall provide prompt written notice to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in fhe Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.12 Exeept as otherwise provided in the Contract Documents or when direct cotnmunicationshove been specially authorized, the Owner shall endeavor to cmmnunicate with the Contractor through the Construction Manager, and shall contemporaneously provide the same emnmunications to the Architect about matters arising out of or relating to the Contract Documents, Communications by and with the Architect's consultants shall be through the Architect. § 5.13 Before executing fhe Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. AIA Document B732TM - 2009 Iformerty B141TMCMa-1992). Copyright tN 1992 and 2009 by The American Insllfufe of Architects. All dghta mserved. toil' WARNING: This AIAr' Document is protected by 0.S. Copyright Law and International Troatles. Unauthar{zed repraduclfan or distdbutian of this AIA'' 14 Document, or any portion of (t, may rosult (n sovere civil and criminal penalties, and will be prosecutetl to the maximum extent poss(ble antler the law, 1 This document was produced by AIA software at 12:36157 on 0&'29'2013 under Order No.8811582830_i wMch expires an 02r04f2014, and is not for resale. User Notes: Q248574B9) § 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Construction Manager and Contractor to provide the Architect access to the Wark wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be dte total cost to the Owner to conshuct all elements of the Project designed or specified by the Architect and shall include the contractors' general conditions costs, overhead and profit. The Cost of the Work includes the compensation of the Construction Manager and Construction Manager's consultants daring the Construction Pltase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for [he Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required under Sections 5.4 and 6.4. Evaluations of the OHmer's budget for the Cost of the Work represent the Architect's judgment as a design professional. § 6,3 The Owner shall require the Construction Manager to include appropriate contingencies for design, bidding or negotiating, price escalation, and market conditions in estimates Of the Cost of the Work. The Architect shall be entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Construction Manager prepares as the Architect progresses with its Basic Services. The Architect shall prepare, as an Additional Service, revisions to [he Drawings, Specifications or other documents required due to the Constnu[ion Manager's inaccuracies or incompleteness in preparing cost estimates. The Architect may review the Construction Manager's estimates solely for the Architect's guidance in completion of its services, however, the Architect shall report to the Owner any material inaccuracies and inconsistencies noted during any such review. § 6.3.1 ifthe Architect is providing detailed cost estimating services as an Additional Service, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Architect and the Construction Manager shall work cooperatively to conform the cost estimates to one another. § 6.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budge) for the Cost of the Work, the Architect, in consultation with the Construction Manager, shall make appropriate recommendations tothe Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjushuents. § 6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget for the Cost of the Work, the Owner stroll .1 give written approval of an increase in the budget for the Cost of the Work; .2 in consultation with the Architect and Construction Manager, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .3 implement any other mutually acceptable alternative. § 6.6 If the Owner chooses to proceed under Section 6.5.2, the Architect, without additional compensation, shall incorporate the required modifications in the Construction Documents Phase as necessary to comply with the Owner's budget for the Cost of the Work at [he conclusion of the Design Development Phase Services, or the budget as adjusted under Section 6.5. L The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility as a Basic Service under this Article 6. § 6.7 After incorporation of modifications under Section G.6, the Architect shall, as an Additional Service, make any required revisions to the Drawings, Specifications or other documents necessitated by subsequent cos( estimates that exceed the Owner's budge[ for the Cost of the Work, except when the excess is due to changes initiated by the Architect in scope, basic systems, or the kinds and quality of materials, finishes or equipment, ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission Gom the copyright owner to transmit AIA Document B132r*' - 2009 (formerly Bt41TMCMa-1992}. Copyright ~ 1992 and 2009 by 7ha American Institute of Architects. All rights reserved. Init. WARNING: This AIA4 Document is protec[etl by U. S, Copyright Law and Intarnatlonal Treaties. Unauthorized raproductlon or distrlbutbn of this AIA"' 1$ Document, or any portion of it, may result in sovero civil and criminal penalllas, and will bo prosocuted to the maximum extent possible under the law. / This document was produced by AIA soltware at 12:36:57 on Oflr29!2013 under Order Nq.88N562830_i which expires on 0?J04l2014, and is nal for resale. User NOtes: (724657A89} such information for its use on the Project, If the Otmer and Architect intend to transmit lnslrutnents of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifiealinns, and shall retain all colmnon law, statutory and other reserved rights, including copyrights. Submission or distribution of Instmments of Service to meet official regulatory requirements or far similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7,3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architect's Instrunents of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment oP all sums when due, under this Agreement. TBe Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section pernrts the Owner to authorize the Contractor, Construction Manager, Subcontractors, Sub-subcontractors, and material or equipment suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in [his Section 73 shall terminate. § 7.3.1 In the event the Owner uses the instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Otmer, to the extent permitted by law, further agrees to indemnify and hold ham3less the Architect and its consultants Gom all casts and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shat] not apply ifthe Otmer rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. TI1e Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall beat the Owner's sole risk and without liability to the Architect and the Architect's consultants. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1,1 Tl1e Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than ] 0 years after the date of Substantial Completion of the Work. The Otmer and Architect waive all claims and causes of action not commenced in acrnrdance with this Section 8.L1. § 8.1.2 To the extent damages are covered by property insurance, the Omer and Architect waive all rights ¢gainst each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2009, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the Construction Manager, contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 6.1.3 The Architect shall indemnify and hold the OTmer and the Owner's officers and employees hamlless from and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Architect, its employees and its consultants in the performance of professional services under this Agreement. The Architect's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage. AIA Document 8732TM - 2009 (formerly 8141 ^'CMe-19921. Copyri0ht QJ 1992 and 2009 by The American Institute of Architects. Ali rights raservetl. ImL WARNING: This AIAr' Document is protoctetl by U. S. Copyright Law antl Internaeonal Treaties. Unauthorized reproduction or distribution of this AIA` 16 Document, or any portion of It, may result to severe civil and criminal penalties, and wilt be prosecuted to the maximum extent possiblo under rho taw. ( Thls document was producetl by AIA software at 12:36.57 on 0672&'2013 under Order No.8811582830_i which expires on OBOA/2014, and is nal far rasalo. User Notes: (724657489; § 8.1,4 The Architect and 01;mer waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. TI1is mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.7. § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out ofthe Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeacror to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date ofthe Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or outer appropriate demand for binding dispute resohdion but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days Gmn dte date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is nmtually agreed upon. Agreements reached in mediation shall 6e enforceable as settlement agreements in any court havingjurisdiction thereof; § 8.2.41E the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check die approprtate hoc. Ifdre On•ner and Archilea do No! selnc(a nu~thad of bindixg dispute resohriiar 6elorr, or da no! subsequenllp agree In lvriliug 7o a binding dispnle resohnion nrelhad oth<u than (itigalton, the dispute frill be resoh~ed in a coral of compelem jru•lsdiclian.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ X ] Litigation in a court of competentjurisdiction [ ] Other, (Specrfj) (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 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 under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Oumer before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all scans due prior to suspension and any expenses incurzed in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is reswned, 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. AIA Document B132TM - 2909 iformedy B1411°CMa-1992). Copyright (;11992 and 2009 Uy The American Inalitule of Architects. All rights reserved. Imt, WARNING: This AIA" Document is protected by U.S, Copyright Law and International Treaties. Unauthorized reproducllon or dlstribullon of this AIA" 17 Document, or any portion of It, may result In severe elvll and criminal panalllea, and will be prosecuted to the maximum extent possible under the law. { This document was produced by AIA software al 12:36:57 on 08!29?2013 under Order No..8B11582830_i which expires on 0204r2014, and is not tot resale. User Notes: (724857469) § 9.3 If the Owner suspends the Project for more than 90 cwntllative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party Wray terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the lemts of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terninate this Ageement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.0 In the event of temtinalion not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9,7 Termination L^xpenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner's rights to use the Architect's Instmments of Service in the event of a temtination of this Aprreement are set forth in Article 7 and Section 11.9. ARTICLE 1D MISCELLANEOUS PROVISIONS § 10,1 This Agreement shall be governed by [he law in Idaho, § 10.2 Terms in this Agreement shall ]rave the same meaning as those in AIA Docwnenl A232--2009, General Conditions of the Contract for Construction. § 10:3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal represen4atives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent otthe other, except that the Owmer may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Ovmer's rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at (east 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreetent. § 14.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third parq~ against either the Owner or Architect. § 10.5 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal nf, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10,7 The Architect shall have the right to include photographic or artistic representations ofthe design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 10.6 tf the Architect or Omer receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shat) keep such information strictly confidential and shall no[ disclose it to any other person except to (I) its employees, (2) those who need to know the content of such information in order to AIA Decumont B732TM - 2009 (formerly B141 ""CMa- 1992). Copyright re 1992 and 2009 by The American Institute of fvchllecis. All rights reserved. Init. WARNING: This AIA"~ Document is protoctetl by LLS. Copyright Law and Inmmatlonal Troatlos. Unauthorized roproduetlon or distribution of this AIA" 15 Document, or any ponion of it, may rosul[ in sovero civil and crim(nal penaltios, and will be prasecutod to the maximum extent possible under the law. ( Th}s document wes protlucatl by AlA software a112:36:57 on 0812912013 under Order No.8811582830._ twhich expires un 02104!2014, and is nnl for resale, User Notes: (724857469] perform services or construction solely and exchtsively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential infornation. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, and Progranuning/Master~lanning and Specialty Service and Commissioning the Owner shall compensate the Architect as follows: (Lrsert amount of, or basis fa•, campenratiore.) Fixed Fee Stipulated Sum of $417,6 S 0 plus Reimbursable Expenses. This fixed fee amount includes a Fixed Fee of $24,075 for ProgrammingfMaster Planning Services per Exhibit "A" and $20,635 for Commissioning per Option 3 found in Exhibit "C". § 11.2 For Investigative Services as described it1 Exhibit "A" ,Services described tinder part 5.6, 5.7 and 5.9 of this agreement and any other services not specifically designated in Section 4.1, the Owner shall compensate the Architect as follows: (Lrsert mnount of, or bosirfor, compensation. /f neceesaryt list specific• sernices to 7rhich pnrticalar methods oJ' compensation apply.) Negotiated Fixed Fee. § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Ovmer shall compensate the Architect as follows: (Insert nmount of, or Lasis fa•, caulpensatiar.) Negotiated Fixed Fee. § 17.4 Compensation for Additional Services of the Architect's consultants when not included in Sections I L2 or 113, shall be the amount invoiced to the Architect plus Zero percent (0 %o), or as otherwise stated below: § 11,5 Compensation for ProgratmningtMasterylanning shall be a Fixed fee as listed in section 11.1 above. Where compensation for Basic ~+- Specialty Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: Schematic besign Phase Ten percent ( 10 °lo) Design Development Phase Twenty-Five percent ( 25 °r6) Construction Documents Phase Thirty-Five percent ( 35 °J°} Bidding or Negotiation Phase Five percent ( 5 °'o) Construction Phase Twenty-Five percent ( 25 °o) Total Basic Compensation one hunched percent ( 100 °j°) The Owner acknowledges that with an accelerated Project delivery or multiple bid package process, the Architect may be providing its services in multiple Phases simultaneously. Therefore, the Architect shall be permitted to invoice monthly in proportion to services performed in each Phase of Services, as appropriate. § 11.6 When compensation is based on a percentage of the Cos[ of the Work and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those potions, in accordance with the schedule set forth in Section I L5 based on (1) the Lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cos[ of the Work prepazed by the Construction Manager for such portions of the Project. The Architect shall be entitled to wtnpensation in accordance with this Al,'ceement for all services performed whether or not the Construction Phase is cmnmenced. § 11.7 The hourly billing rates for services ofthe Architect and the Architect's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. AIA Document B73Ps - 2009 (farmarly 8147 TM'CMa- 78921. Copyn9ht ~ 7992 and 2009 by Tha American Inslltuto of Architects. All rights reserved. Init. WARNING: This AIA" Document Is protected Uy U.B. Copyright Law and Intematlonal Treaties. Unauthorized reproduction or dlstributlon of this AIA' 19 Document, or any portion of It, may result In severe civil and crbnlnal penalties, and will he prosecuted to the maximum oKtent possible under the law. t Thls document was producod by AIA seaware at 72:36:57 on 08'29/2013 under Ortler No.897758283D_1 which explros on 02'0472014, and s naf for resale. User Notes: (%14657489} (lf ap/7licable, arracb an eehibir oJ'hnza•!c brllirrg rates oz• insert dram below.) See Exhibit "B". Employee or Category Rate ($0.00) § 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 .2 .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard form documents; .5 Postage, handling and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance in writing by the Owner; .7 Renderings, models, mock-ups, professional photography, and presentation materials requested in writing by the Owner, .8 .9 All taxes levied on reimbursable expenses; .10 .11 § 11.8.2 for Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus Zero percent (0 %) of the expenses incurred. § 11.9 Compensation for Use of Architect's Instruments of Service If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation far the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing, using and maintaining the Aroject as follows: 10°'6 of total fee earned to date § 11,10 Payments to the Architect § 11.10.1 An initial payment of ($ 0.00) shall be made upon execution of this Agreement and is the minimwn payment under this Agreement. I[ shall be credited to the Owner's account in the final invoice. § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid (30) days aRer the invoice date shall hear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to kime at the principal place of business of the Architect. (lnrer! Tale of ntardlly a• mvnra! inreresr agreed upar.) 00 ° o Zero § 11.10.3 The Owner shall not withhold amounts from the ArchitecPs compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has beets found liable for the amounts in a binding dispute resolution proceeding. § 11.1D.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement areas follows: AIA Document Bi32^' -2009 (formetly 6141 ^'CMa-1992). Copyright+p 1992 and 2009 by The American Institute of Architects. All fights reaervetl. Init WARNING: This AIA" Document Is protected by U.S.-Copyright Law and Intornational Trealios Unauthorized reproducnon or distribution of this AIA" 2D -°'Document,"orenyportlonoPlt;'mayresultlrcsavare'clviPand crim(nalponalttas;'pnd~wlitbo prosocuied to the maximum'extenipossible-under the law:-~-- } This document was produced by AIA software at 12:36:57 on 0&29:2013 under Ortlor Na8811582830_i which expires on 07)04!2014, and is not for resale. User Notes: (7246574891 ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement maybe amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B 132TM-2009, Standard Form Agreement Between Owner and Architect, Construction Manager as Adviser Edition (Paragraphs deleted) .2 Other documents: (Lis! o[her documents, ijaaay, including additional scopes ofservice fanning part of the Agreement.) Exhibits "A", "B" and "C" Kent A. Hanway, AIA Mayor Tammy de Weerd President Printed name and idle) (Printed name and title) This Agreement is entered into as of the day and year first writt n above. OWNER(Si""fire) A CHITEC 'net e) AIA Document B132T° - 2009 (/ormerly B147 ^"CMa-1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. yyARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 21 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. ) This document was produced by AIA software at 13:53:58 on 08/29/2013 under Order No.6811582830_1 which expires on 0210412014, and is not for resale. User Notes: (1839636857) 200 Broad St. • Boise, ID 83702 0:(208)343-4635 F:(208)343-7858 August 12, 2013 Max S. Jensen Capital Projects Manager City of Meridian 33. E. Broadway Ave, Ste 200 Meridian, [D 83642 Re: Meridian Police Department Public Safety Training Facility Meridian, Idaho Dear Max: CSHQA, a professional association is pleased to submit this proposal for architectural and engineering design services for the above referenced project. Our goal for this submittal is to provide information regarding our understanding of the project and our proposed scopes of services and associated fees. We have tailored this proposal to align with our previous discussions with your team and specifically to the discussion held at your offices on August 8, 2013. As discussed we have assumed The City will be using an AIA agreement for our contract. Architectural and Cneineerine Design services includine: a) Architectural: i) Project Management ii) Architectural iii) Interior Design iv) Landscape b) Engineering: i) Civil ii) Structural iii) Mechanical iv) Electrical v) Data/Communication We understand the general project goal for the facilities is to accommodate staffing and training needs for the next 20 years. Landscaping and site work will be included in the design and previously developed Business Plan and Conceptual designs will be referenced as design guides with clarifications provided by City. Programming and Master Plmming 1. Meet with City of Meridian for programming and master planning concept discussions for a Public Safety Training Center to include a 30,500 +/sq. ft. Police Multi-use Indoor Training Center. The facility(s) shall include, but not be limited to the following: a. An indoor tactical shooting range with 15-lanes, 50-yards long with steel bullet containment traps. b. The range will have moving and static targeting systems, access door(s) to allow the use of vehicles, smoke and fog machine for live n~aining. c. Separate and secure classrooms. d. Mat room for defensive tactics training. e. K-9 training facilities. f An ISC simulator room. g. A server room for the City's Information Technology Department components. h. Security card swipes at access points throughout the facility(s) for gate access and door entries. i. Security fencing will be required around the facility(s) and the facility(s) will need to have wireless service inside and outside. j. The facility(s) grounds will include an outdoor scenario village for foot and vehicular training. eople who listen -design that speaks www.cshga.com EEO/AA Employer Max S. Jensen, Capital Projects Manager Page 2 of 5 August 12, 2013 2. Verify (or obtain) existing survey, building and site plans, and dooument the existing conditions. 3. Secure a Geotechnical Report. 4. Secure Environmental Compliance Response letters as required by City of Meridian Stormwater Management Program. 5. Conduct site analysis, including zoning regulations. 6. Assist City of Meridian to select and retain a Construction Manager (CM). 7. Assist City of Meridian to select and retain a shooting range target vendor. 8. Conduct a workspace analysis of the existing building to determine potential reconfiguration for needs. 9. Prepare tabular building program -list desired areas and spaces, square footage requirements, volume requirements, staff/occupant tally, space quality needs, access, and other pertinent design related information. 10. Create deliverables a. Master Plan Site layout diagram including a project description narrative. b. Written tabular building and site program. c. Drawing: Test fit programmatic design drawing of potential building and site issues. d. Provide probable cost evaluation and probable projectschedule. Schematic Design 1. Meet with City of Meridian and CM to create sohematio design for specific buildings and site development. 2. Prepare design sketch plans for City of Meridian comments. 3. Meet with and coordinate requirements of the City of Meridian Community Development Services into Schematic Design. 4. Meet with City of Meridian and CM to coordinate design consultants: Civil, Landscape Architect, Range Supplier, Structural, Mechanical, Electrical, and other consultants as required. 5. Prepare design sketch plans for City of Meridian preliminary approval. 6. Meet with City of Meridian to review Schematic Design. 7. Assist the CM in creating the preliminary construction budget/estimate and project schedule. 8. Attend and present conceptual plan(s) and budget(s) at City Counci] meetings as needed. 9. Create deliverables: a. Drawing: Schematic Design Plans and Site Development Drawings. b. Schematic design project description narrative. c. Written tabular building and site program -update. Design Development 1. Refine drawings to include most of the genera] information needed to complete Conshvction Documents. a) Scenario Village will be limited to: curb, gutter, sidewalk, roads, electrical distribution, street lights, storm water, and building site pads. 2. Research and select: materials, finishes, appliances, plumbing fixtures, hardware, millwork, lighting fixtures, doors, stairs and other material components. a. City of Meridian to provide information on existing and new equipment anticipated to be incorporated and installed in the new facilities. 3. Mee[ and coordinate with consultants: Civil, Landscape Architect, Range Supplier, Structural, Mechanical, Electrical, and other consultants as required. 4. Create an outline specification for City of Meridian and CM review. a. Obtain cut sheets for proposed equipment, finishes, fixtures, and a like 5. Prepare design development large-scale drawing of areas requiring detail, such as but not limited to toilet rooms, ammunition storage, weapons storage, communications closets, and a like. 6. Meet with and coordinate requirements of the City of Meridian Community Development Services at appropriate times throughout Design Development. 7. Meet with City of Meridian and CM to present Preliminary Design Development documents. 8. Prepare Design Development package, drawings and outline specifications, for• estimating and City of Meridian approvals. 9. Assist the CM in updating the preliminary construction budgeUestimate and project schedule. 10. Meet with City of Meridian and CM to review Design Development estimate. Max S. Jensen, Capital Projects Manager Page 3 of 5 August 12, 2013 11. Discuss value-engineering ideas. 12. Refine drawings from City of Meridian and City-retained Construction Manger review comments and value- engineering ideas. 13. Meet with City of Meridian and CM to review design development estimate. 14. Meet with City of Meridian Community Development Services to review and obtain approval. 15. Attend and present plan(s) and budget(s) at City Council meetings as needed. 16. Meet with City of Meridian Flood Plain Administrator to obtain necessary approvals for Construction. 17. Create deliverables a. Drawings: Design Development and Site Development drawings. b. Drawings: City of Meridian -Community Development Services submittal drawings. c. Design Development project desoription narrative. d. Outline specifications with cut sheets for major components, equipment, and finishes. Contract Documents 1. Prepare drawings and specifications for Construction and Bidding. a. Civil/Site b. SWPPP c. Architectural d. StruoWral e. Mechanical f. Plumbing g. Electrical h. Data/Communication i. Specialty Design documents i) Range bullet trap ii) Range controls iii) Targeting systems iv) Sound reinforcement v) Scenario village 2. Meet with, assist, and coordinate with CM and City of Meridian Purchasing Department to prepare bid specification package. 3. Meet with and coordinate with City of Meridian Surface Water Administrator for approval of the Draft SWPPP. 4. Meet with City of Meridian and CM to review the Bidding Documents and budgets. 5. Attend and present plan(s) and budget(s) at City Council meetings as needed. 6. Create deliverables-for Construction and Permitting a. Drawings: Construction Document and Site Development drawings. b. Construction Document specifications with cut sheets for major components. a Stormwater Pollution Prevention Plans (SWPPP) Bidding and Contract Negotiations I. Provide City of Meridian and CM with Construction Documents required for finalizing construction cost, review drawings and specifications. 2. Prepare and submit drawings and applications to City of Meridian Community Development Services. 3. Respond to City of Meridian -Community Development Services comments and update documents as appropriate to obtain approval. 4. Meet with City of Meridian and CM to review the City of Meridian Community Development Services approved drawings and assist CM to update budgets. 5. Attend and present plan(s) and budget(s) at City Council meetings as needed. 6. Revise drawings as necessary from City Council canments. 7. Meet with City of Meridian and CM to review the revised drawings and budgets from the City Council comments. 8. Attend and participate at pre-bid meeting(s). 9. Assist the City of Meridian Purchasing Department with responding to Requests-for-Information from Contractors during Bidding. Max S. Jensen, Capital Projects Manager Page 4 of 5 August t2, 2013 10. Assist the City of Meridian Purchasing Department with issuing Addendum(a) as required during Biding. 11. Attend and participate in the bid review at the Bid Opening. 12. Review with City of Meridian and CM the Conhaot for Construction. Construction Administration 1. Attend site meetings with City of Meridian, and CM and Contractor at appropriate intervals. 2. Prepare Construction Observation Reports. 3. Review Shop Drawings and sample Submittals from Contractor. 4. Respond to Requests-for-Information (RFI) from the Contractor during construction. 5. Review Contractor's request-for-payments. 6. Attend punch list meetings and prepare punch lists. 7. Provide the City with Record Documents (hard copy and AutoCAD files). a. Provide separate record AutoCAD files drawings from each design discipline on disks. 8. Close-out project. Cost of Services Schedule: Programming and Master Planning We propose to provide Programming and Master Planning services on a Fixed Fee basis of Twenty-four Thousand Seventy-five no/100 Dollars ($24,075.00) plus Reimbursable Expenses. This task is anticipated to be completed by early October 2013. Schematic Design, Design Development, Construction Document, Bidding, Construction AdministratimdCloseout Base Service Fee: We propose to provide Schematic Design, Design Development, Construction Document, Bidding, Construction Administration/Closeout base services on a Fixed Fee basis of Two Hundred Ninety-two Thousand Five Hundred Five and no/100 Dollars ($292,505.00) plus Reimbursable Expenses. Following is a breakdown of the Fee. Fee phasing SD DD CD Bidding CA Project Totals Anticipated Weeks 4 6 6 4 52 72 %Basic Service Fee 10% 25% 35% 5% 25% 100% Fee per phase $29,250 $73,125 $102,375 $14,625 $73,125 $292,500 Distrihutimr by discipline Base Consultant Fees Structural $2,400 $6,000 $8,400 $1,200 $6,000 $24,000 Mechanical-HVAC $3,218 $8,044 $11,261 $1,609 $8,044 $32,176 Mechanical-Plumbing $1,755 $4,388 $6,]43 $878 $4,388 $17,552 Electrical $2,867 $7,166 $10,033 $1,433 $7,166 $28,665 Sub-Totals $10,240 $25,598 $35,837 $5,120 $25,598 $102,393 Architectural Fees $19,011 $47,528 $66,539 $9,506 $47,528 $190,112 Schematic Design, Design Development, Construction Document, Bidding, Construction Adminishration/ Closeout Max S. Jensen, Capital Projects Manager Page 5 of 5 August 12, 2013 Specialty Service Fee: We propose to provide Schematic Design, Design Development, Construction Document, Bidding, Construction Administration/Closeout specialty services on a Fixed Fee basis for of Seventy-eight Thousand no/100 dollars ($78,000.00) plus Reimbursable Expenses. Investigative Service Fee: Shall be charged as a Reimbursable Expense -fees noted in the table below are estimated costs. Fee phasing SD DD CD Bidding CA Project Totals Distribution by discipline Specialty Consultant Fees Civil $3,500 $8,750 $14,000 $1,750 $7,000 $35,000 Landscaping $1,800 $4,500 $7,200 $900 $3,600 $18,000 Data Communication $2,500 $6,250 $10,000 $1,250 $5,000 $25,000 Sub-Totals $7,800 $19,500 $31,200 $3,900 $15,600 $78,000 Investigative services -estimated costs Geotechnical $8,500 $8,500 Site Survey $8,000 $8,000 If additional services are needed during the course of the project we propose to provide those on a Payroll Cost basis, or negotiated Fixed Fee proposal, as is desired and negotiated at the time of occurrence for each specific task. We look forward to the opportunity to work with you on this project. If you should have comments or questions, please feel free to contact our office. Sincerely, a professional association CSHQA SCHEDULE OF HOURLY RATES January 2013 Pncitinn Hnurlv Ratac Principal $147.00 Project Architect $137.00 Project Manager $100.00-$125.00 AIT $58.00-$84.00 Senior Cadd $61.00-$69.00 Interior Project Manager $88.00 Interior Designer $58.00-$73.50 Landscape Architect $121.00 Landscape Designer $72.00 Electrical PE $134.00-$143.00 Electrical Project Manager $89.00-$107.00 Electrical EIT/Designer $71.00-$83.00 Mechanical PE $93.00-$140.00 Mechanical Project Manager $84.00-$93.00 Mechanical EIT/Designer $49.00-$84.00 Structural PE $102.00-$135.00 Structural Project Manager $82.00-$92.00 Structural EIT/Designer $55.00-$79.00 Civil PE $105.00-$136.00 Civil Project Manager $90.00-$105.00 Civil EIT/Designer $66.00-$88.00 Administrative Assistant $59.00-$64.00 Document Control $43.00 `SEEDldaho P.C '` SUSTAINABLE ~ ENVIRONMENT ~ ENGINEERED DESIGN "7 Mr. Dave Davies C511QA 200 Broad St. Boise, ID 83702 208-343-4635 Dave, 520 W.Idaho St Suite 203 Boise, ID, 83702 P.O. Box 190202 Boise, ID, 83719 Phone: 208-297-9960 Fax: 866.613.8245 www.seedidaho.com PROPOSAL OF SERVICES Protect# 2K13017 Date: Friday, August 16`h, 2013 Sustainable Environment Engineered Design (SEED) is pleased to submit the attached proposal in response to our discussions and initial protect review of the Public Safety Training Center protect in Meridian. For the convenience of you and the owner, I have broken down commissioning on a "per-activity" basis. Since commissioning can cover a myriad of systems and can consist of multiple levels of involvement by the Commissioning Authority (CxA), i have also bundled packages which would be consistent with typical commissioning services. CSIIQA and the City of Meridian are encouraged "pick-and-choose" those services and/or packages which would be consistent with the overall goal of the protect. Scheduling will be based on the established protect timeline and SEEDldaho will be available to start work as soon as a contract Is signed. The included Scope of Work will depend on which services C511QA and the City of Meridian choose. SEEDldaho P.C. will require a full set of design drawings for use during the commissioning process. Sincerely, Michael Jones President Proposal of Services -City of Meridian Public Safety Training Center I. Project Address: 125 I E. Watertower St. Meridian, ID, 83642 2. Introduction: GSIIQA has requested a proposal to perform third party systems commissioning new Public Safety Training Center located in Meridian, Idaho. Services can be selected based on the needs of the city and the goals of this project. The most basic commissionng service would include the development of a Commissioning Plan and Specification and field verification (pre- functional and functional testing) of 1leatmg, Ventilation and Air Conditioning (HVAC) systems with reporting and the necessary coordination meetings. The HVAC system is typically the target of field verification as often times it uses the most energy of the building systems. As a result, if the HVAC system is not operating correctly much energy waste can result. The following Scopes of Inclusive services are meant to display all potential commissioning services. Some are optional while others are required to maintain the integrity of the commissioning process. 3. Proposed Commissioning Services: Base Scope Commissioning Plan ~ Specifications - Required - $3,360 Develop and present the commissiontng plan and spec~hcat~ons pnor to the project going out for bid. This commissioning plan will include information on installation and test procedures, scheduling, and will be updated as the Cx process progresses, as necessary. SEEDidaho P.C will provide the project with the commissioning speaFication for contractor review prior to project bid. Installation Verification/Pre-Functional Testing - At least one system required SEEDldaho P.C, as the commissiomng agent wJl venfy the installation and performance of all systems in accordance with the commissioning plan and specification. This includes the development of custom pre-functional testing forms for each system to be commissioned, working with the contractor to get them populated, and review prior to scheduling functional testing. HVAC - $ I ,050 Lighting - $525 Domestic hot Water - $525 All Systems - $2. 100 Functional Performance Testing - At least one system required During the acceptance phase of the system commissioning process, functional performance tests, and other acceptance procedures will take place. These tests will be based on custom functional testing forms for each system to be commissioned. Functional performance testing will be conducted in accordance with the commissiomng plan and customized testing methodology will be developed based on systems selected by the EOR. The system selected for Functional testing should be the same as that selection for Installation Venficat~on/Pre- Functional Testing. YiVAC - $3,570 Lighting - $ I ,785 Domestic Hot Water - $ I ,785 All Svstems - $7. 140 About Functional Performance Testing Proposal of Services - Gty of Meridian Public Safety Training Center The objectives of the FiVAC commissioning process in the acceptance phase are to (a) verify the accuracy of the final TAB report, (b) verfy that the tiVAC system complies with the contract documents, the OPR and BOD, (c) establish an as-built record of the tiVAC system performance, and (d) review the as-bmlt records. Functional performance testing will demonstrate the performance of the FiVAC system. The scope of functional performance testing covers the entire fiVAC installation, from central equipment for heat and cold generation through distribution of IiVAC serv+ces to each conditioned space. It includes measured capaaties, effectiveness of operation, and all control functions. It is highly recommended that the installing contractor be present during these tests to witness any defiaencies found in the ~nstaliation. Their scope of work must be addressed when ~t interfaces with the 11VAC system and be explicitly included within the tiVAC commissioning process. At the end of the functional performance tests, the documentation should include all of the performance data for the enure FiVAC system for each mode of operation. Conflicts identified during the acceptance phase shall be addressed and resolved to the owners satisfaction. Operations and maintenance personnel should be made available to observe all verification and functional performance tests. At the end of the acceptance procedures, the FiVAC system will have been proved and documented to be operational and performing in accordance with the contract documents. This would include all normal operational modes, as well as abnormal or emergency conditions. The ob~ectwes of the lighting commissioning process in the acceptance phase are to (a) verify that the lighting system complies with the contract documents, the OPK and BOD, (b) establish an as-built record of the lighting system performance and area illumination values, and (c) revew the as-bwit records. Like with t1VAC, the lighting installer should be present to witness any installation deficiences found dunng functional performance testing. The objectives of the domestic hot water process in the acceptance phase are to (a) verify that the domestic hot water system complies with the contract documents, the OPR and BOD, (b) ensure that the system is operating properly (c) review the as-bwlt records. Like with FiVAC, the plumber should be present to witness any installation deficiencies found during functional performance testing. After the field verification process, SEEDldaho P.C will delroer a Cx Findings preliminary report which wtll include a punchlist for contractors. The owner wdl also be included in this correspondence. All punchlist items must be addressed prior to the Commissioning Report being issued. Commissioning Report -Required - $ I ,995 Commissiomng Authority wdl provide a summary report of all commissioning actroities, installation and testing results, system installation deficiencies and resolutions, and expected energy savings. Expected energy savings will be calculated based as the as-installed deficient condition when compared to the repaired condition. Meetings ~ Protect Coordination -Required - $ I ,680 SEEDldaho P.C. intends on holding I scopmg meeting to discuss roles and responsibilities prior to the start of construction. Pre-functional checklists will be provided dunng the scopmg meeting. An additional 6 meetings during the course of the commissioning process is estimated. The number of meetings required is often a byproduct of the quality of workmanship. Six meetings should cover the time required in the in the field, however poor installation, may provide reason to adjust SEEDldaho's fees based on $ 105 per hour for the CxA and $85 per hour for the CxM. Lastly I closeout meeting will be scheduled to discuss commissioning results with CSF10A and the owner, Add alternates - `Enhanced Commissioning" Design Intent -Optional - $840 Proposal of Services -City of Meridian Public Safety Training Center Full review of the Owner's Project Requirements (OPR) and Basis of Design (BOD) for clarity and completeness prior to 50% DD. SEEDldaho P.C will work with both the owner and design team to ensure that the BOD and all design and construction documents meet the OPR. Furthermore, should any conflicting information be found in any of these documents, including the OPR, SEEDldaho P.C will issue notrfication to appropriate parties. Design Review -Optional - $ I ,000 Conduct two detailed reviews, one at 100% DD and another at 50% CD. SEEDldaho P.C will cross check design drawings as they progress to ensure consistency with the OPR and BOD. The details of these reviews will be documented. Furthermore, rf energy saving design changes can be identified during these reviews, both the Owner and Design team will be notified. The review will focus speafically on energy using devices including envelope, tiVAC, lighting, domestic hot water and any on-site power generation. The evaluation is not meant to be a critique nor a manner to target failure of the existing design, but rather to focus attention in the appropriate areas of the braiding. Submittal Review -Optional - $840 Provide a parallel review with the A/E team to ensure that all project submittals match design drawings, the OPR and BOD. Systems Manual -Optional - $840 Commissioning Agent will develop a systems manual for all commissioned systems, A separate O#M manual will be organized by the Commissioning Agent. The installing contractors will be responsible for gathering the necessary O#M documents for commissioned systems. Occupancy Review -Optional - $840 Commissioning Authority will return to the site between 8- I O months after substantial completion and building occupancy to review all commissioned systems. Details of this review will be included m the commissioning plan. Though functional testing will not be as "in-depth" as the ongmal testing, the CxA will ensure that all commissioned systems are operating properly. 4. Packaged Options Option / -Base Scope with testm9 of /-11/AG Only - $ l 1.655 Scope would include all required Base Scope services and pre-functional/functional testing of fiVAC systems only. This would be considered the minimum commissioning effort for a budding. Option 2 -Base Scope with all systems tested - $ l 6, 275 Scope would include all required Base Scope services and pre-functional/functional testing of 11VAC, Lighting# Controls, and Domestic hot Water. Option 3 -base Scope with all "Add Alternates " - $20, 635 Full commissioning scope with CxA involvement during the design phase. 5. Costs SEEDldaho Consulting Services 20 13 Idaho Rate Schedule Technical Staff CxA/Consulting Engineer $ 105 per hour CxM/Field Engineer $85 per hour Proposal of Services - Gty of Meridian Public Safety Training Center SEEDldaho understands that CSHQA or owner may request an increase in the scope of work (SOW). In that event, SEEDldaho would discuss the change with CSHQA or owner and proceed with any mutually agreed upon addendum to the SOW. Should CSHQA make changes to the SOW in regards to the commissioning process; such work shall be included under an addendum to this SOW or a separate SOW. It should be noted that this proposal of services does is not a contract for work. Once a selection of services have been chosen, SEEDldaho will initiate a contract with either CSHQA or the owner. No LEED submittals nor any other work not explicitly covered under this proposal wdl be conducted without an agreed upon addendum to the SOW. 6. Schedule The scope of work proposed is dependent upon design and construction scheduling. Proposal of Services - Gty of Meridian Pubhc Safety Training Center