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Senior Center Remodel Agmt IAIK Document B1411M -1997 Part 1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES 1.1 INITIAL INFORMATION RESPONSIBILITIES OF THE PARTIES 1.2 1.3 TERMS AND CONDITIONS SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4 1.5 COMPENSATION AGREEMENT made as of the "'f11o4daYOf lJðI/ intheyear 2~ (In word." indicate tiny, month and yeor) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) I Citv of Meridian 33 E. Idaho Ave. Meridian. Idaho 83642 (208) 888-4433 and the Architect: (Name, address and other information) Johnson Architects. P.e. 440E. CoroorateDrive. Suite 102 Meridian, Idaho 83642 Teleohone Number: (208) 846-9033 Fax Number: (208) 846-9475 For the following Project: (Include detailed description of Pròject) I Meridian Senior Center Uol!Iades 133 W. Broadwav Meridian Idaho 83642 Renovations to the existina Meridian Senior Citizen Center needed to brio. restrooffiS, entrances and exits. and kitchen uo to current International BuiJdìn. Code (laC! and Americans with Disabilities Act (ADA) reauìrements. Priorities for use of available funds are more suecìfìcallv described in the Meridian Senior Center Grant ADDlìca!ÌOn dated March 5 2004 oreoared bv Sa.e Community Resources. This document has important legal conseqtJences. Consultation with an attorney Is encouraged with respect to its completion or modification. The Owner and Architect agree as follows: AlA Document B141'" -1997 Part 1. Copyright @1917. 1926, 1948. 1951, 195s. 1958, 1961. 196s, 1966, 1967, 1970, 1974,1977.1967 and 1997byTh. American Inetltute of Arch;œct$. All rights reserwd. WARNING: Thle AlA" Document 10 ~d by U.s. Copyright Law"nd ....rnotlonal T_Ieo, Unauthorized reproducflon or dlotrlbUllon of Ihls AlA" Document. or any portion of ". may raauft In aavere cMI and crIminal pana"'aa. and will be proa_ad to Ibe maxImum axtonl poaalblo undar 1he law. Thi. document wss produced by AlA .oftware at 09"14:00 on 11/1912004 under Order No.'OO01S0965_' which expires on 712212005, and ~ not lor resale. Uaar Notes: (S735967606) ARTICLE 1.1 INITIAL INFORMATION § 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following items by inserting the reque.,ted information or a "tatement such as "not applicable," "unknown at time of execution " or "to be determined later by mutual agreement. ") § 1.1.2 PROJECT PARAMETERS § 1.1.2.1 The objective or use is: (Identify or r/J!scribe, if appropriate, proposed use or goaL<,) I Renovations to the existio. Meridian Senior Citizen Center necessBIv to brio. !he facilliv's restrooms entrances and exits, and kitchen un to current mc and ADA standards (exceot Kitchen entrance/exit). § 1.1.2.2 The physical parameters are: (Identify or describe. if appropriate, .,ize. location, dimension" or other pertinent information. .,uch as geotechnicai report" about the site.) I The existina facilitv is locaredat 133 W. Broadwav.Meridian. Idaho § 1.1.2.3 The Owner's Program is: (Identify documentation or state the manner in which the program will be developed,) I Priorities. including alternates. as described in the Grant Anolicatìon dared March 5 2004 oreoared bv Sa.e Communitv Resources: renov"ltoolexuansion of restrooms. kitchen ceiliu. un_des and exhaust system. addition or reolacement of various accessible ramus, § 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land surveys and legal description" and re"trictions of the site.) I A DtOoertv metes and bounds "survey" has not been orovided the architect bv the Owner: the City of Meridian BuiJdin. Deoarttnent wiIì not reauìre that a lot line adjustment be made as oartof the scone oftbis Dtoiect. § 1.1.2.5 The financial parameters are as follows. I .1 Amount nf the Owner' 6 0. verall bndget for !he Project, including !he Architect's compensation, is: $115.000.00 .2 Amount of the Owner's bndget for the Cost of the Work, excluding the Architect's compensation, is: $100.000.00 § 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone date.,. durations or fa,,' trackscheduling,) I Not Aoolìcable § 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method sach a,' competitive bid, negotiated contract, or con.nruction management.) I Comoe1itive Bid § 1.1.2.8 Other parameters are: (Identify special characteri.,tics or needs of the Project ,,"ch as energy, environmental or historic preservation requirement.,,) I Not Aoulìcable §1.1.3PROJECTTEAM § 1.1.3.1 The Owner's Designated Represeutative is: (List name, address and other information) AlA Documanl B141'" -1997 Part 1. Copyright @1917, 1926, 1948, 1951, 1955, 1958, 19a1, 19", 196a, 1967, 1970, 1974,1977,1987 and 1997 by The American Institute 01 ArchÖ-. All rights reaervad. WARNING, Tbta AlA" Documant 10 prol.Clsd by U,s, Copyright Law .nd Intarnallena! Treall... Unauthorlz8d reprodUcflon or dlotrlbutlon of1ht. AlAo Documant. or any portion of ft. may muR In aavere cMland crIminal panaltJH. and will be praaocutad to lb. maxImum oxtan1 poeslblo undar 1he law. ""s document wss produced by AlA software at 09:04:00 on 11/1912004 under Order No.'OOO1S0965_' which expi... on 7/2212005, and ;s not for ...aio. Use, NO1SS: (S7S5967a06) 2 I Contact: Ken. neth Alti.. Meridian Senior Center 101 B. Carmel Dr. Meridian. ill 83642-3337 (2081288-2211 (borne) § 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are: (List name, addre"., and other injormation.) I Not Aoolìcah1e § 1.1.3.3 The Owner's other consultants and contractors are: (Lisr d.,cipline and, ilknown. identify them by name and addres",) I Not ADDlìcable § 1.1.3.4 The Architect's Designated Representative is: (U,t name, address and other information.) I Roger Nielsen. Architeét 440 E, Coroorate Drive. Suile 102 Meridian. Idaho 83642 § 1.1.3.5 The consultants retai¡ted at the Architect's expense are: (List discipline and, if known, identify them by name and address.) Structnral En.ineet: DES Enaineers P.C. 660 E. Franklin. Suite 230 Meridian. ID 83642 contact: Dale Swink MechAnical Enaineer: Mns~ve Enaineerin. 410 S, Orchard Suite 184 Bnise. ID 83705 contact: Charles Paulìn Electrical Enl!Ì1leer: DC Enaineerio~. P.c. 440 B. Coruorate Drive Suite 103 Meridian. ID 83642 contact: J 0": Goranson § 1.1.4 Other important initial information is: I Not ADDlicab1e § 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction sball be the edition of AlA Document A201 curreut as of the date of this Agreement, or as follows: I AlA Document A201 as modified bv the Owner after consuitation with the Architect AlA Document B141'" -1997 Part 1. Copyright @1917, 1926, 1948, 1951, 1953, 1958, 1951, 1963, 1966, 1967, 1970, 1974,1977,1967 and 1997byThe American Institute of Arch~ects. All ~ghta reserved. WARNING: This AlA" Documant 10 protoctad by U.s. Copyrlghl Law ood International ~..., Unauthorlzad reproducflon or dIstrIbutIon of- AlA" Documant or ony portion of h, may reauft In Bavaro civil and e~mlnal panaltlaa, and 01111 ba proaacuterl to Iha moxtmum - poaalbls under tho law. Thie document waa produced by AlA .oftware 61 09"4:00 on 11/1912004 under Order No.'000130965_' which expires on 7122/2006. and Is nO! for ...ole. Uaar NoteS: (3735967606) 3 § 1.1.6 The information contained in thi6 Article l.l may be reasonably relìed upon by the Owner and Architect in determining the Architect's compensation, Both parties. however, recognize that such information may change and, in that event, the Owner and the Architect sball negotiate appropriate adjustments in schedule, compensation and Change in Services in accordance with Section 1.3,3. . ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES § 1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team. § 1.2.2 OWNER § 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding reqnirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lìen rights, § 1.2.2,2 The Owner shall periodically update the bndget for the Project, including that.portion allocated for the Cost of the Work. The Owner sha1l not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost of the Work, or contingencies included in the overall budget or a portion of the bndget, without the agreement of the Architect to a corresponding change in the Project scope and quality. § 1.2.2.3 The Owner's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 1.2.2,4 The Owner sha1l furnish the services of consultan.ts other than those designated in Section 1,1.3 or authorize the Architect to furnish them as a Change in Services wben such services are requested by the Architect and are reasonably required by the scope of the Project. § 1.2.2.5 Unless otherwise provided in this Agreement, the Owner sha1l furnish tests, inspections and reports reqnired by law or the Contract Documents, such as strUctural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 1.2.2.6 The Owner shaH furnish ail legal, insurance and accounting services, inclnding auditing services, that may be reasonably necessáry at any time for the Project to meet the Owner's needs and interests, § 1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's InstrUments of Service, § 1.2.3 ARCHITECT § 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants sha1l be as euumerated in Article 1.4, § 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project, The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods establìshed in Section 1,1,2.6 and which shall be adjusted, if necessary, as the Project proceeds. This scbedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits establisbed by this scbedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. § 1.2.3.3 The Architect's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. AlA Documant B141'" -1997 Part 1. copyright @ 1917,1926,1945,1951, 195s, 1966. 1961.1963.1966.1957,1970, 1974,1977,1967 and 1997 by The American Institute 01 Architects. All rights reserved. WARNING: This AlAo Documant 10 protactad by u.s. Ccpydghl Law and ...rnatlonal T_I... Unauthorized reproduc1lon or dlotrlbUllon of this AlAe Document, or any portIon oil\, may raauR In aavere civil and crIminal penaltlaa, end will be proaecUlsd to lb. maxImum e- poaalblo under'" low. This document wss produced by AlA software a1 09"14:00 on 11/1912004 under Order No.'000130965_' which e><p;res on 712212005. and Is not tor resale. Uaar Notes: (S735957506) 4 § 1.2.3.4 The Architect sballlIUlÚ1tain the confidentiality of information Bpecifi¡:ally designated as confidential by the Owner, noless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establìsbing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. § 1.2.3.5 Except with the Owner's knowledge and cousent, the Architect shall not engage in any activity, or accept any employmen~ interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project § 1.2.3.6 The Architect sball review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by gnvernmental authorities having jurisdiction over the Project. § 1.2.3,7 The Architect shall be emitled to rely on the accuracy and completeness of services and information furnished by the Owner. The Architect shall provide prompt written noticr: to the Owner if the Architect becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 1.3 TERMS AND CONDITIONS §1.3.1 COST OFTHE WORK § 1.3. 1.1 The Cost of the Wark sball be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. § 1.3.1.2 The Cost of the Worksball include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architec~ including the costs of management or supervision of construction or installation provided by a separate construction manager or conttactor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for cbanges in the Wor!<. § 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner, § 1.3.2INSTRllMENTS OF SERVICE § 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use soiely with respect to this Proj,ct. The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and sball retain all common law, statutory and other reserved rights, including copyrigbts. § 1.3.2.2 Upon execution of this Agreemen~ the Architect grants to the Owner a nonexclusive license to reprodoce the Architect's Instruments of Service solely for purposes nf constructing, using and maintaining the Project, provided that the Owner shall comply with all oblìgations, including prompt payment of all sums when doe, under this Agreement The Architect shall obtain similar nonexclusive licenses from the Architect's consuitants consistent with this Agreement, Any termination of this Agreement prior to completion of the Project sball terminate this lìcense. Upon such termination, the Owner sball refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is a<ljudged in default of this Agreemeo~ the foregoing lìcense shall be deemed terminated and replaced by a second, nonexclusive lìcense permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, wbere permitted by law, to make changes, corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project ,1 Notwithstandina the foreanina. the Owner's risbt to use the desian or drawinas shall continue durina anv litiaation of any arod faith dìsoute reaardina any oavment< due the Architect. or anY other disoute between the Owner and Architect: AlA Documanl B141'" -1997 Part 1. Copyright @ 1917, 1926, 194B. 1951, 19S5, 1956. 1961, 19B~.1965, 1967. 1970, 1974,1977. 1987 end 1997 by The American Institute of ArchneO1s. An ~ghtl """,rved, WARNING: Thla AlA" Documant 10 .- by U.s. Copyright Law and Intarnallonal Treat.... UnaU1hortzad reproducflon or dlslrlbullOn oIlhtI AlA" Document, or any portion 0111, may reauh In aavere cMland c~mlnal panattlas, and wlft be proaecutadt01ha maximum axtantpoaalbla undarlha law. This documenlwss produced by AlA software at 09:S4:00 on 1 111912004 under Order No.1000IS0965_' which e""i,"s on 712212005, and is not for ,"sale, User Not..: (37SS967B06) 5 § 1.3.2.3 Except for the lìcenses granted in Section 1.3.2.2, no other lìcense or right shall be deemed granted or implied under this Agreement. The Owner sball not assign, delegate, sublìcense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner 'shall be permitted to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instrnments of Service appropriate to and for use in their execution of the Work by lìcense granted in Section 1,3.2.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publìcation in derogation of the reserved rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments of Service for fu1ure additions or alterations to this Project or for other projects, unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and withont liability to the Architect and the Architect's consultants. § 1.3.2.4 Prior to the Architect providing to the Owner any Instrnments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instrnments of Service, the Owner and the Architect shall by separate written agreement set forth the specifIC conditions governing the format of such Instruments of Service or electronic data, including any speciallimìtations or licenses not otherwise provided in this Agreement. § 1.3.3 CHANGE IN SERVICES § 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplìshed after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, If required by circumstances beyond the Architect's control, or If the Architect's services are affected as described in Section 1.3.3.2. In the absence of mutual agreement in writing, the Architect shall notify the Owner prior to providing such services, If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect, and the Architect shall have DO oblìgation to provide those services. Except for a change due to the fauit of the Architect, Change in Services of the Architect shall entitle the Architect ID an adjustment in compensation pursnant to Section 1.5.2, and to any Reìmbursabie E¡<penses described in Section 1.3.9.2 and Section 1.5.5. § 1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the Architect shali be entitled to an appropriate adjustment in the Architect's schedule and compensation: ,1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service; enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously prepared Instruments of Service; decisions of the Owner Dot rendered in a timely manner; significant change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget, or procurement method; failure of performance on the part of the Owner or the Owner's consultants or contractors; preparation for and attendance at a public ~earina (beyond those sDecifican V included in the Architect's scone of services elsewhere in this Aareement), a dispute resolution proceeding or a iegal proceeding except where the Architect is party lhæete¡thereto (Owner win not be liable for services provided bv Architect to the extenl they are necessitated bv the Architect's nealìaence ); change in the information contained in Article 1.1. .2 .3 .4 .5 .6 .7 \ Q 1.3.3.3 The Archi-t's' t to obtain additional com ensation shall not be automatic. In order to obtain a itional comuensation. the Architect must inform the OWner of the reQUested comuensation the reason for the reouest. and 've the Owne ortunì ob' ct Additional Services s t b erformed and the Architect shall ve no oblìaation to Derform Additional Services. unless the Architect obtains the Owner's written consent. §1.3.4MEDIATION \ § 1.3.4.1 AI1y claim, dispute or other matter in question arising out of or related to this Agreement shall be subject ID mediation as a condition precedent to arhitration or the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed AIADocumolltB14,"'-1997Partl.Copyrlghl @1917, 1926,1946.1961, 1953,1956, 1961,1963,1966,1967,1970, 1974,1977,1967and 1997byThe American In6litute of Arch;œct$. All rlghlS ra.erwd. WARNING: Thlo AlA" Document 10 ~d by U.s. Copy~ght Law and InIarn6llonai Traatle.. Unauthorlzad reproduction or dlotrlbUllon of1ht. AlA" Do_ant, or any portion 01 h, may raauft In aavera civil and crIminal panahlaa, and will be proaacutad 10 Iha maxImum extant poaalblo _1IIa tow. Th~ documentwss produced by AlA software at 09:04:00 on 11/1912004 under Order No.10oo1SO965_' which expires on 7/22/2005, and ~ nollor rasale. Uaar Notao: (3735967605) 6 I in accordance with applicable law to comply with the lìen notice or filing deadlines prior to resolution of the matter by mediaâaa ar BY arbil%aÐøa,medìation. § 1.3.4.2 The Owner and Architect sball endeavor to resolve cwms, disputes and other matters in question between them by mediation which, unless the partie6 mutually agree otherwise, sball be in accordance with the Construction Industry Mediation Rules of the Arnericaa Arbitration Association currently in effect Request for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. ~ RIa) Be mæle eoae....aŸj willi lite fiIi&g af a "emaa" fer ar,Bil%aÐøa àuI, in ...eile"enl, mediatiea Mediation sball proceed in advance of "BitFMiea ar legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days fiom the dale of filing, unless stayed for a longer period by agreement of the parties or court order. § 1.3.4.3 The parties sball share the mediator's fee and any filing fees equally. The mediation sball be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation sball be enforceable as settlemenl agreements in any court having jurisdiction thereof. § 1.3.5 ARBITRATION § 1.3 5.1 '\a) eIøi"" "i"¡!Ute af alller matter ÌB """Dliea arisiag aQt af er ",laW" 10 Ibis 'greomaat ""ell Be &UBjeet 10 "Bil>aâaa. På.or 10 II£-àitmliaa, lite partie6 &ItaIl eaelaa or ta r..ah e åiBj>1!les B) moåiatiaB in aoeordaneo mi#l S6.tiea l.3 4. § 1.3.5.2 <Y,;",', åiap\Jk!' æuI allter"- ÌB ~,,"Dtien BotweeB lite paftiO6 lltet are Betre,ol e" bj ....diatiaa ,hall Be åeoiela" Bj' arBil%aÐøa ,. ¡';e¡" ",oIesD Ille paftio, muæøllj agae alllo",'iso, shall Be in a66.fåaaoe wi#lllle CallS1fU6liaa I~ .'\fbilfBtiea RHieD efllle 'æeåean .'\fàÒ1<atiaa ""oa.Ìi>liaa 9IHIeatl~ iB eff.,e!. 1'ile "e_8<I ær ar.il%aÐøa sitelI .e !ile" ÌB "!l'Ìting with lite aliter party 10 this .'.gree"""'t an" .'itilllte '\meÅGan 1\ràil%aÐøB .'I.'D6eialiaa. § 1.:1.5.3 .'. åeHOlB" ær arBitmlioa sball .e mæle wiIl>ia a "'BDanaBle lime úter IBo elaim, åìspale af .fIrer - ÌB f¥l9&Ii9B ha6 HOB. la Be e ",at sball1ho ",maa" fer arBilmliaa Be mæle aftsr lite "ate .lIoa illSlÒtl!lioa eflegalor eqaæ¡,1e prae06åiags B"." ea ....il elai"" åìspute ar alller -- ÌB IHIJsliea ... au!" Be ....0" B) Ille aj>pli."¡'¡" ,_Ie aflilnitatiell5, § l.3,å.1 Na lI£-àitFMiea ari.sìag 91>Iaf or releJ:iÐg 10 this 'greomeat sl>all illeluåe, BY eooDalielaliaa er jei8<lor or iB alt} alll"" _or, oa ælåilielHl! pel'6ea or e- BOt . paf!y 10 this .e_11I, 01" apt Bj wfilt6B eeBfieat eaatBiaing . apoeifia ,ofe..aee Ie Illi, .'\gteem6B! æuI 6igaClI Bj Ille OW"", '\roàilee&, aa"'Bj ather p"""aB ar eatìty Deogat te Be jaìae". Call5ea1 to ..bmaIÌ9B ÌW/ohng aa ælåitìalHl! perDen or e- shall Bot eooDtitaIe canseat 10 arBilmlien af ...., eIøi... åiop"te or aflrer _11"" ÌB ~UBDlioa Bet "eDatìàed ia Ille lfiIIea eeaseBt er '¡Ill. perDan er eaâty oot aamed "" deoatìàed tkefOÌB. The æ"'gaiag ogreemoat 10 arbïææe æuI alller agroe_"t!; te ...ïææe nth aa .dåitì.1HI! p...an er eatìty ~ .allSeated Ie Bj paftie, te Ihi, AgreomcB! &ItaIl Be ""eoìfiealfj eafafGeable in aecaråaÐee willl aj>plieoB!e Ja.o. in...., eawt ha ÌBg juPiswetiaa flreroef, § 1.3.5.5 The "war" ...8<1""", BY lIte...itmtar ar ar-ài_rs sitelI be fuIal, aa"judgment lIIBj'.e en-" "l'an it in .ee""åaaGa . ith aj>p¡;"...l.la~ ÌB 8Bj eaurt itB"iag jariDwslioa Iilereaf. § 1.3.6 ClAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claìms, disputes or other matters in question arising out of or relating to thi, Agreement. This mutnal waiver is applìcable, without limitation, to all consequential damages due to either party's termination in accordance with Section 1.3.8. § 1.3.7 MISCELLANEOUS PROVISIONS I § 1.3.7.1 This Agreement sball be governed by the law of the påBoijoai pia<. State ofitBDine.. efllle A..¡';lee~ Idaho, unless otherwise provided in Section 1.4.2. § 1.3.7.2 Terms in this Agreement ,ball have the same meaning as those in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. AlA Documenl B141'" -1997 Part 1. Copyright @ 1917, 192e, 1948, 1951, 1953,1956, 1961, 1965, 1966, 1967, 1970, 1974,1977,1967 and 1997 by The American 1n6ll1u1e of Arch~_. All rights reee...d. WARNING: This AlA" Documsnt Ia ~d by U.s. Copyright Law and Intcrna1lonal Treenss, Unluth4dzad reproduction or dlatJlbutlon oflhlo AlA" Documsnt, or any ponlon of It, may roauh In oavara cMI and crimInal panaftl... and will be proaacutad to Iha maxImum _nl poulbls und8r lha law, This document wss produced by AlA software et 09:34:00 on 11/1912004 under Order No,'000tS0965_' which e""ires on 7/2212005, and is not for resolo. Uaar NoIe9: (S7S5967606) 7 § 1.3.7.3 Causes of action between the parties bO this Agreement pertaining to acts or failures to acl shall be deemed to have accrued and the applicable statutes of lìroitations shall commence to run not later than either the date of Sub6tantial Completion for acts or failures tD act occurring prior to Substantial Completion or the date of issnance of the final Certificate for Payment for acts or failures to acl occurring after Substantial Cem¡>letien. In n8 8', ant sÐa!I ...... ._s Comoletion !fan act of failure to act is fraudulently concealed. the statute oflimitatìons shall commence to run any iat6f tBæI when the tlate-w!ten-fraudulent """",,,,¡ment is or should be aDDarent to the ,'\fel!iteot'6 60.-..;eO..... saÈsIaIIIi.&ly ..m¡>Ieted.Owner.. § 1.3,7.4 To the extent damages are covered by proceeds from property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractDrs, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 1.3.7,5 Nothing contained in tbis Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect, § 1.3.7,6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants sball have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons bO hazardous materials or toxic substances in any form at the Project site. § 1.3.7.1 The Architect shall have the right to include photcgraphic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable acce6S to the completed Project to ma1œ such representations. However, the Architect's materials shall not include the OwDer's confidential or proprietary ief_ti.n if lit. O"'ner lias J'RI ';0".11 aä>iso" lito "".hitoat i. wræng ef lite IIJ'coiJie iofafBHItien e.lIÐiàefed h~ lite OwIlOI to B. a.nHdaBliel or J!1'0J'fÍB1IBy. information. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 1.3.7.8 !f the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificares that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partoers, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect tD all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement, The Architect shall execute all consents reasonably required to facìlìtate such assignment. § 1,3.8 TERMINATION OR SUSPENSION § 1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects bO suspend services, prior bO suspension of services, the Architect shall give _fourteen days' written notice to the Owner. In the event of a suspension of services, the Architect shall bave no lìability to the Owner for delay or damage caused the Owner because of such suspension of services, Before resuming services, the Architect shall be paid all sums due prior bO suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted, § 1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior tb notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules sbalI be equitably adjusted, AlA Document B141'" -1997 Part 1, Copyrlgh1 @ 1917, 1926, '1948, 1951, 1953, 1966, 1961. 1963, 1966, 1967, 1970, 1974, 1977, 1967 and 1997 by The American ¡not"ute of Architects. All ~ghts reserwd. WARNING: This AlA" Document Ia pro1eCtad by U.s. Copy~ght Law Ind In1Ornatlonal Troatll" UnauthorIzed f8!>'0ductlon or dlat~budon of lID AlA" Documant, 0' any portion 01 h, may,oaulln aavare civIl and criminal pen"""', and will be prol..utadUÞlba maxlmumutant p_bla UMla,tha law. This do<umentwssproduoedby AlA '-are at 09:S4:00on 1111912004underOrder No'IOOO1S0965_' which .xpl",s on 712212005, and ~ not 1or resaJ.. Use' Not..: 8 (3735667606) § 1.3,8.3 If the Project is suspended or the Atcbitect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice, § 1.3.8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substAntiaily to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 1.3.8,5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then doe ami all TeemBBti8n.E1lpe""os as doRM" in Se.tien 1.3.8.7. § 1,3.11.7 T~8¡¡"I'e"".s... iarnl<ütie8 '" eompensab8n fer!he.Of iee. 8f~e ~!'..ec~~~t.~~:~: :::= =~IO t. IeH8ÌRlltip~ fa< wltioo !he "7eltileet is aet olh..wi.. :~~~~01' 1'1"" I1R ........t F '6 eljlftle" l"'°l'it en !he . ala6 .f IRe o...~e.s aet petfo....." Joy !he ^""bilee{.~ § 1.3.9 PAYMENTS TO TIlE ARCHITECT § 1.3.9.1 Payment¡¡ on account of service6 rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Arcbilect's statement of services. ~o deductions shall be made from the Architect's compensation on account of penalty, lìquidated damages or other sums withheld from payments to contractors, or on acconnt ~tbe COßI ofcbanges in the Workotlter than those for which the Architect has been adjudged to be liable, § 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect' sC/DPloyees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in conuection with the Project, authorized out-or-town travel and subsistence, and elec;tronìc communications; fee6 paid for securing approval of authorities having jurisdiction over the Project; reprodnctions, plom, sbUK\ard form docnments, postage, bandlìng and delivery of Instruments of Service; , expense of overti¡w¡>IIOtii requiring higher than regular rate6 if authorized in advance by the Owner; renderings, models and mock-ups requested by the Owner; expense of professionallìability insDraDCe dedicated exclusively to this Project or the expense of additional inst.tranQe cov¡;rage or lìmìts requested by the Owner in excess of that normally carried by the Architect wi. tile A1:pÞitect's consultants; reimbursable expeusesas designated in Section 1.5.5; other similar direct Project-related expenditures. j .3 .A .5 .S .7 .8 § 1.3.9.3 Recoros of Reimbuœ/1bleExpenses, of expenses pertaining to a Change in Services, and of services perfuøned on the basis of ~y rates or a multiple of Direct Per6ounel Expense shall be available tD the Owner or the Owner'" authorized repreSentative at mutually conveDÌent times. § 1.3.9.4 Difect "ersot:mel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the 1O1ÛOII of the cost of their mandatory and customary Contrl'butions and benefits related thereto, such as employmenl taxes and other statutory employee beuefits, insuranCe, sick leave, holidays, vacations, employee retiremel1l plan¡> a.nd similar contrlbutions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS § 1.4.11iøumçration of Parts of the Agreement. This Agreement represents the entire and integrated agreement be- I!I;>Ow.aer and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written iJlstrument signed by both Owner and Architect. This Agreement comprises the documents IìBted below. §1.4.1.1 Standard Form of Agreement:!letween Owner and Architect, AlA Document BI41-l997. AlA DocumentB141'" -1997 Part 1. Copyrlgh1 @ 1917, 1926, 1948, 1951, 1953, 1998,1981, 1965, 1968, 1967, 1970, 1974,1977,1987 and 1991 by The American In6lnute oi Ar<h;œct$. All JIg""~' WARNING: TtlIo AlA" Docuntllnt Is pø-.I by U.s. Copyright Law and ............., Treatlaa. Unauth_d raproducflon or dlatrlbUllon 01 'ilia AlA- Documant, or any portion '" I\, may raauR In aavere ctvll and crtmlnal pen_, and will be prc>aæIdad to ilia maxImum _poaaIblo umlar1ha laW. This documenlwss prociucedby AlA software 01 09:34:00 on 11M12oo4 under Order Nc.1000130965_' which e""ires on 712212005, and is notlor resale. Uaar N0\e9: (373598760') 9 8AIK Document B1411M -1997 Part 2 Standard Form of Architect's Services: Design and Contract Administration TABLE OF ARTICLES 2.1 PROJECT ADMINISTRATION SERVICES 2.2 SUPPORTING SERVICES 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2,9 MODIFICATIONS This document has important legal consequences. Consu~ation witl1 an attomey is encouraged with respect to its compietion or modification. ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES § 2.1.1 The Architect shAll manage the Architect's services and administer the Project, The Architect sball consult with the Owner, research applìcable design criteria, attend Project meetings, communicate with membern of the Project team and issue progress reports, The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner' 6 consultants. § 2.1.2 "'be. I'!'ejeet re'flH<emeal6 ka e bee. ...lfieieRñy ideBlille¡J" !!te f""mteet oball p""pare, ...d peåodioa!ly "Pilate, a PFejeet ,ehedBIe !!tat shall ideøâf} JBÜe""... dale, fur deci&Î9Bß æ<J1'ÌIl'd ef!he O"'Bef, do,igB 6e",4ce, fumished by !he Aremteot, oemplolion of deeumClHalieB pFO'Med b) !he ;\<eltile.t, ee_BeO_at ef .e.......olie. aDd SabotaBlia! CelHJ'leliea of !he Werk. § 2.1.3 The Architect shall con,ider the valne of alternative malerial" building systems and equipment, together with other considerations based on program, budget and aesthetics in developing the design for the Project. I § 2.1.4 UPOB request of the Owner, the Architect shall make a presentation to explain the design of the Project to the Idaho Economic Advisorv Council to l'OJ'l'esoBIaIÏ es ef review the 9wÐeMe6iao intent at anDtOximatelv 50% desìao comnletion. § 2.1.5 The Architect sballsubmit design documents to the Owner at interVals appropriate to the design process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design, AlA Document B141'" -1997 Part 2. Copyrtght @ 1917, 1926, 1948, 1951, 1953, 1956. 1961, 1963, 1956, 1967,1970, 1974,1977,1987 and 1997 by The American In6litule of ArcMects. All ~gh1s reserved, WARNING: Thlo AlAe Documant 10 protaotad by U.s. Copyright Law and Intam81lonal Treatt... Unauthorized reproducUonor dlablbuUon of'hIa AlA" Documal1l, or any portion of II, may raauft In aavara cIvil and crimina' panahlaa, and will be proeacuted1O1ha maximum ax18nt poaalbte undarl"taw, ma document was produced by AIAsofIwaraat 09:34:41 on 1111912oo4underOrder No.1oo0130965_' which e'pires on 7/2212006, and " not for resale, User Not..: (106655S116) § 2.1.6 The Architect sball assist the Owner in connection with the OWilet'S responsibility for ming documents reqnired for !he approval of governmental8llthorities having jurisdiction over the Project. § 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK § 2.1.H 'When 1:1.. Projeet F8Ef"'ÌJt!BlÐBts ita. 0 b60R SÐlRcietHIy i<leBtifie'" tl1e \rel>Ïtaat..alI prepare a PFBlimìÐary o.êæata ef tl1e Cost ef tlte W ~ 'l'lHs e.!i_a may be basod OB earroBlat'8a, ""!Hme "r similar ceaee¡¡1uaI el!limaliag teebai'l8"s. \< tlte de.;gB J'f"e"BS pregrassos tltreugb tl1e eM of tlte pr"l'am!iøR of tlta Censtruet!ea Deeumelll5, the \rebiteet sbalI ",,<late aM refæe tIte J'l'8!imiÐafj Bslimate oftlta Cost eftlte Work. 'The '\<elIitaet sIiall ad we tIts o~,- ef aRj' adjustmeats Ie J'f""¡""s eslimales eftlte Cast of !he Work inllieated by oÌlilages ia i>æjeet roO¡lIÌf8meBt5 er geaeml Ðllll!æt eoB<ittieB'. If ataar êæa tlte \reItHeet' B eslimate of tlta Cost ef tIte m ark ..weeds tlte 0 'Bar's baelgot, tl1e '\<elIiteot sbalI malæ !lfJ'I£opt'Ìate reeemmeadBtiens Ie the g. Bel te atJj...t the Projeet's sma, ~' or bMge!, and tlta 0" net sbalI eee¡¡- witIt tIte \<eItìteet in making SIlck B<ij""tmeals, § 2.1.1.1. Prior to uerforrnina the services under this Al!IeemeDl. the Architect assisted the Owner in nreuaration of estimates for the SCODe of the Work. These orelirnioarv estimates sball serve as the estimates for the Project and mav be adjusted aDDtDDtiatelv as described in this Section 2.1.7. § 2.1.7.2 Evaluations of !he Owner's budget for the Projec1, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Wotk prepared by the Architect represent the Architect's judgment as a design professional famllìar with the construction industry. It is recognized, however, thBt neither the Architect nor the Owner has control over the cost of labor, materials or equipmen~ over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions, Accordingly, the Architect cannot and does not warrant or represent thBt bids or negotiated prices will not vary ITom the Owner's bndget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 2.1.7.3 Ju preparing estimates of the Cost of the Work, the Architeot shall be permitted to inclnde contiogencies for design, bidding and price escalation; to deterrnìoe wbat materials, equipmen~ component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to ~t the Owner's bndget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contraclor causes the bndget for the Cost of the Work to be exceeded, thBt budget sball be increased accordingly. § 2.1.7.4 Ifbìdding or negotiation has not commenced within 90 days after !he Architect submits the Construction Documents to the Owner, the budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the construction industry, § 2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the Owner sball: .1 .2 .3 .4 give written approval of an increase in the bndget for the Cost of the Work; authorize rebidding or renegotiating of the Project within a reasonable time; terminate in accordance with Section 1.3.8.5; or cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. § 2.1.7.6 If the Owner chooses to proceed under Section 2.1.7.5.4, the Architect, without additional compensation, shall modify the documents for whicb the Architect is responsible under this Agreement as necessary to comply with the bndget for the Cost of the Work. The modification of such documents shall be the limit of the Architect's responsibility under this Section 2.1.7. The Architect shall be entitled to compensation in accordance with this Agreement for 8ll services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES § 2.2,1 Unless specifically designated in Section 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. § 2.2,1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, special equipmen~ systems and site requirements. AlA Document B141'" -1997 Part 2. Copyright @1917, 1928, 1948, 1951,1953, 195B, 1961, 1965, 1966, 1967, 1970, 1974,1977,1967 and 1997 by The American In6lRule of Archil_. All rlghta ...erwd. WARNING: Thla AlA" Documanl Ia ~ by U.s. Copyright Law and Intamatlonal Traatl.., Unauthorlzad reproduction or dlatJlbutlon of tblo AlA" Docume... or any portion of It, may r..uR In aavere civil and crImInal ponahlea, and wIll be proaacutad 10 1M maximum ..,.nt poøalble ...der 1M law. Thi. document wss produced by AlA soI1ware 61 OS:S"" on 1111912004 under Order No,I0001S0965_' which e,pJras on 7122/2005, and is not for rasoJe, U.erNot..: (1066553116) 2 § 2.2,1.2 The OWl1er sball furnish surveys to describe physical characteristics, legallìrnitations and utility locations for the !;Ìte of the Project, and a written legal descrip1ion of the site, The surveys and legal information shall include, as applìcable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildìngs, other improvements and trees; and infotmation concerning available utility services and lines, both public and private, above and below grade, including inverts and depths, All the information on the survey sball be referenced to a Project benchmark. § 2.2.1.3 The Owner sball furnish services of geotechnical engineers which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazard!>us materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES § 2.3,1 The Architect shall provide a preliminary evalnation of the information furnished by the Owner UDder this Agreement, including the OW1let'S program and schedule requirements and budget for the Cost of the Work, each in termsofthe other. The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and Bball notify the Owner of any other information or consultant services that may be reasonably needed for the Project, § 2.3.2 The Architect shall provide a preliminary evaluation of !be Owner's site for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work. § 2.3.3 The Architect shall review the Owner's proposed method of contractiog far construction services and shall notify the Owner of anticipated impacts that such method may bave on the Owner's program, financial and time requirements, and the scope of the Project, ARTICLE 2.4 DESIGN SERVICES § 2.4.1 The Architect's design services shall include normal structural, mecbanicaland electrical engineering services, § 2.4.2 SCHEMATIC DESIGN DOCUMENTS § 2.1.2.1 The. Mehitc.t shall ¡JI<1'"ÎIIe Seh6malie DesiS" Da""""'1115 based a.. lite matua!ly agreeà "1'aa ¡JI<1gmm, sc-ltoElule, aaà è1Hlget fer me Cast af lite Wa.k. The dae,,_"'" shaH e,tahüsh lite eaae"l'lW!! desìga of lite Project iIl..sIfaIiag 1Iie seale &ad ..latìaaship aftho Project campana""'. The Scltemati. Desìga Daea-nts shall iacluåe a .anaOJ'lUal Bite plan, if "I'pæ¡!fiale, aaà J'fI'limiDIIfY hWiEling ¡>laas, seetiaM &ad ele' 'aliaas. At IIlc A..,hiteot's "fItioa, lite Seltamalie Desìga I)_IllS may ¡""l.de stu~ medels, 1'OF"1'ective sketcltas, .lecleam. meàeliag or eamhiÐa!i..... of !hese meåìa. Pr,l',..,¡ "J' oeleetiaM of maj or bWldiBg systems &ad .....lfaetiaa matefialo shall he aated oa lite Eifa ,,;agB ar àeseriheà ia ',mling, Schematic Desian Documen1s nrenared bv the Architect nrior to the services under this Aareement. under senarate contract for as!;ÌBtance with l!Iant aDnlicarion nreuaration. will establish the basis of desian. § 2.4.3 DESIGN DEVELOPMENT DOCUMENTS § 2,4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Wark. The Design Development Documents shall illustrate and describe the refinement of the de!;Ìgn of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of pÙlIlS, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their qnality levels. § 2,4.4 CONSTRUCTION DOCUMENTS § 2.4,4.1 The Architect sban provide Construction Documents based on the approved Design Development Documents and updated budget for the Cost of the Work. The Construction Documents shall set farth in detail the requirements far construction of the Project. The Construction Documents shall include Drawings and Specifications that establìBh in detail the quality levels of materials and systems required for the Project. AlADocumanIB'41"'-1997Part2.Copyrlght @1917. 1926, 1948,1951, 1955, 1958, 1961,1963,1966, 1967,1970,1974, 1977, 19B7and1997byThe American Inslituta 01 ArcMectB. All rlghta roseNed. WARNING: Thla AlA" Documallllo protaClsd by U.S. Copyright Law and Intamotlonal T_'aa, Unauthorlzad raproduCllOn or dletI1bUllon of thle AlA" Documant, or any portion 011\, mey raauft In aevere cMlend cr,mm.' penahlaa, and will be proaacutadtotha maxtmum __Ibla undar1ha law. Thie documenl wssprodueed by AIAsol\ware aI09:34:41 on 11/1912oo4underOrder No.I0001S09B5_' which expires on 71W2OO5, and Is notler resaJe. UaarNotos: (106B553116) 3 § 2,4.4.2 During the development of the Construction Documents, the Architect sball assist the Owner in the develop¡nent and preparation of: (1) bidding and. procurement information which describes the time, place and conditiDns of bidding; bidding or pr0p06a1 forms; and the form of agreement between the Owner and the Contractor, and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Archilectalso sball compile the Projecl Mannal that includes the ConditiDns of the Contract for Construction and Specifications and may include hiddìng requjrements and sample forms. ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES § 2,5.1 The Architect sball assist the Owner in obtaining either competitive bids or negotiated proposals and shall a~t the Owner in awarding and preparing contracts for construction. § 2.5.2 The Architect sball assist the Owner in establishing a list of prospective bidders or contractors. § 2.5.3 The Architect sball assist the Owner in bid validation or proposal evalnation and deterntination of the successful1¡id or proposal, if any. If requested by the Owner, the Architect sball notify all prospective bidders or co_« tho hM or proposal results. § 2.5.4 COMPETITIVE BIDDING § 2.5,4.111!ìdding Documents sball consist of bidding requirements, proposed contract forms, General Conditions and SuppJememary Conditions, Specifications and Drawings. § 2,5.4.2 Ifl1ll11C8ted by the Owner, the Architecl shall arrange for procuring the reproduction of Bidding Documents for dis~on te prospective hidders, The Owner shall pay directly for the cost of reproduction or sball reimburse the Arcbìtectfi¡r,sucb expenses, § 2.5.4,3 If reques1:ed by the Owner, the Architect shall distribute the Bidding Documents to prospective bidders and reqUCflt their reIImI upon completion of the hidding process. The Arcbìtect shall maintain a log of distribution and retrievaJ.and the .wnounts of deposits, if any, received from and returned to prospective bidders. § 2.5..4.11-1i'11e Architect shell consider requests for substitutions, if permitted by the Bidding Documents, and sball preIIIP! and distribute addenda identifying approved substitutions to all prospective bidders. § 2.5.4.5 TIle Atchitect sball participate in or, at the Owner's direction, sball organize and conduct a pre-bid confetOIlP!fi!r prospective bidders, § 2.!i.4.6 The A:rçhitect shall prepare responses to questions ITom prollpeCtive bidders and provide clarifications and ittterpreIations of the Bidding Documents to all prospective bidders in the form of addenda, § 2.5.4.7 The Architect sball participàle in or, at the Owner's direction, sball organize and conduct the opening of the bids, The Architect shall subsequently document and distribute the bidding results, as directed by the Owner. § 2.5.5 NEGOTIATED PRO~S: § 2.5.5.1 P<9I'Osal DoeumeBlS sIIaJI.allØÌl!lafl't'9l'a.al t'9I1Ð<eIlleBlB, fII'"l'ooeol aa_.! forms, GoROfai Ca9ElitioRS OR<I SIl1'!'I"~ CoaltiliaRS, Spe.ifiGaIÌ9RS OR<I IN,,',.;ngs. § 2,$.5.2 If '.1J""01 by \he O~'R'" Ill. J\æoÐite_t sIIaJI amIRjI" for J!l'00UlÏf\g lite _EiIlolioR of p<"P".al Dae_BIB for l!isÐ>iÐotion I<IP£96I'oetive _a_to... 'The g~....... sIIaJIpar moll) for 1110 ee.t ef"""",.æc-tieR or sIIaJI F6iæ1mFse me .'\ælHte_, fÐf sues eJlleR!Je6. § :U,1i,3~1iUeiiIe0l by Ill. g~ II\!I', lite .'\ælHtee, sIIaJI org¡æìo<e OR<Ipaoâ.eìpate Hi sel..lioR i""",iews ilk ¡R'9&¡!1"elW1!.""""ete... § :U.5.1 The .'\roJtj,teet sIIaJI eoRSÌ<lOF 'BIJ"°st6 fer suB¡btIltiaRS, if poFmitl.oI by lite P<oposal De...meftl&. OR<I sàR!1 POOjlI!Fe OR<I ltil!tlWUIe .dd.RI!a i<leRŒfyiRg "f'I'I'e'",oI sub.ti-\Qti- 19 aR ¡R'9&¡!1eeli e eeRt>aet9!'s. AtA Document B14,'" -1997 Part 2. Copyrlgh1 @1917, 1926, 1948, 1951, 1955, 19iB.1B61, 19B5, 1966, 1967, 1970, 1974,1977,1967 and 1997 by The American Institute of Architects. Alt ~gh1s reserved. WARNING: Tblo AlA" Documam 10 pnIIaetad by U.s. Copyright Uw and In1ernatlonal T'aatlea. UnauthOrlzad reproducflon or dlat~bUllon of lNa AlA" Documan~ 0' any portion of'" may 'oauRln _are cMl and criminal oanaÞloa, and wi.. be proaocutad to 1ha maxImum axtent poaalbla undo' 1110 law. This document was produced by AIA.-are 61 09:04:41 on 11/1912004 under Order No.loo0130965_' which expires on 7122/2006, and" not for ,",we. U.er Notes: (1066553116) 4 continuous on-site iwpectionB to check the quality or quantity of the Work. The Architect sball neither have CODtrDI over or charge of, nor be respowibJe fur, the constrnction means, methods, tecboiques, sequences or procedures, or for sofety precautions and programs in connection with the Work. since these are soJely the Contractor's rights and responsibilìties under the Contract Documents. § 2.6.2.2 The Architect sball report to the Owner !mown deviations from the Coo tract Documents and from the most recent cowtruction schedule submitted by the Contraclm. However, the Architect shall not be respowible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect sball be respollBible for the Architect's negligent acts or omissiow, but shall not have control over or charge of and shall not be respowible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portiow of the WoIl<:. § 2,6.2.3 The Architect shall at all times have access to the Work wherever it is in preparation or progress. § 2.6.2.4 Except as rrtberwise provided in this Agreement or when direct communications have been specially authorized, the Owner sball endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. Communicariow by and with the Architect's consultants shall be through the Architect. § 2.6.2.5 The Architect sball have authority to reject Wark that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with the provisiow of the Contract Documents, wbether or not such Work is fabricated, installed or compJeted. However, neither this authority nf the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment supplìers, their agents or employees or other persons or entities performing portions of the Work. § 2,6.3 CERTIRCATION OF PAYMENTS TO CONTRACTOR § 2.6,3.1 The Architect sball review and certify the amoUnts due the Contractor and shall issue Certificates for Payment in such amounts. The Arcbitect's certificatiçm for payment shall cowtitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 2.6.Z and on the data comprising the Contraclm's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract DocumentB. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion. (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion. and (4) to specific qualificatiow expressed by the Arcrutect. § 2.6.3.2 The issuance of a Certificate for Payment sball not be a representation that the Arcrutect bas (1) made exhaustive or continuous on-site inspections to check the qualìty or quantity of the Work, (2) reviewed cowlrUction means, methods, tecboìques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor bas úsed money previously paid on account of the Contract Sum. § 2.6.3.3 The Architect shall maintain a record of the Contractor's Applìcations for Payment. §2.6.4SUBMITTALS § 2.6.4.1 The Architect shall review and approve or taJœ other appropriate action upon the Contractor's submittals such as Shup Drawings, Product Data and Samples, but only for the lìmìted purpose of checkìog for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taJœn with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review, Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimewiow and quantities, or for substantiating instructiow for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review sball not constitute approval of safety precautions or, unless otherwise AlA Documant B141'" -1997 _2. Copyrl¡h1 @ 1917, 1926, 1948, 1951, 1953, 195a, 1961, 1963, 1006. 1967,1970, 1974,1977,1967 and 1997 by The American In6litute of Arohltects. AU rlgh1s ...erved, WARNING: Thla AlA. Documanlla ~d by U.s. Copyright Law and _nldto... Treallaa. Unauthorlzad reproduction or dIstrIbutIon of1h1a AlA" Documanl, or any portion 01 h, may raauft In aavata civil and crtmlnal panailln, and will be proaacuted to !he maximum axtant .....,blo undar 1ha law. This dOC\ment wss produoed by AlA sohwar. at 09:34:41 on 1 1/1912004 under Order No.10001309Ø5_' which e>epl",s on 7/2212005, and Is not lor ""oJ.. UserN"": (1066553116) 6 specifically staled by the Architect, of any consb:uelion means, methods, techniques. sequences or procednres. The Architect's approval of a specific item shall not indicate approval of an assembly of wlûch the item is a component. § 2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplìed by the Contractor in accordance with the requirements of the Contract Documents. § 2.6.4.3 If professional design services or certifications by a design professional related to systems, materials or 'equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect, The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. § 2.6.5 CHANGES IN THE WORK § 2.6.5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. The Architect may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time wlûch are consistent with the intent of the Contract Documents. If necessary, the Architect sball prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified, as provided in Section 2.8.2. § 2.6.5.2 The Arclûtect Bball review properly prepared, timely requests by the Owner or Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time, A properly prepared request for a change in the Work sball be accompanied by sufficient supporting dam and information to permit the Architect to make a reasonable determination withont extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied, § 2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a recommendation to the Owner, who may authorize further investigation of such chJmge. Upon such authorization, and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Architect. Willi the Owner's approval, the Architect Bball incorporate those estimates into a Change Order or other appropriate docwnentation for the Owner's execution or negotiation with the Contractor. § 2.6.5.4 The Architect sball maintain records relative to cbanges in the Work. § 2.6.6 PROJECT COMPLETION § 2.6.6.1 The Arclûtect sball conduct inspections to determine the date or dates of Substantial Completion and the date of fiDal completion, sball receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranlies and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a fiDal inspection indicatiog the Work complies witll the requirements of the Contract Documents, § 2.6.6.2 The Architect's inspection sball he conducted with the Owner's Designated Representalive to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy an¡l completeness of the lìst submitted by the Contractor of Work to be completed or corrected. § 2.6,6.3 When the Work is found to be substanlially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaìnìng to be paid the Contractor, including any amounts needed to pay for fiDal completion or correction of the Work. § 2.6,6.4 The Architect shall receive from the Contractor and forward to the Owner: (1) consent of surety or sureties, if any, to reduction in or partial release ofretaìnage or the making of final payment and (2) affidavits, receipts, releases and waivers ofli.ns or bonds indemnifying the Owner against lìens. AlA Documant B141'" -1997 Part 2. Copyright @ 1917, 1926, 1948, 1951. 1955, 195B, 1961, 19133, 19B6, 1967, 1970, 1974,1977,1967 and 1997 by The American Ins,"uta of Architects, All ~ghlS resolved, WARNING: Thlo AlA" Doc.man! Ia proIsC1ad by U.s. Copyright Law and Intornatlonal Trent's.. Unomhorlzad raproduotlonor dlSl~bUllon of 'hi. AlA" Documant, or any portion of 11, may roouft In aavere civil and criminal pand"" and wilt ba proeacutad101ha maxImum ax1Onl poaolblo undarlho low, Thi. documentwssprcduced by AlA sofIware at 09:34:41 on 1111912004 under Order No.10001SO96U which .""Ireson 712212005, and Ie nolfor rosolo. UaarNC1..: (1066553116) 7 ARTICLE 2.7 FACILITY OPERATION SERVICES § 2.7.1 The Architect sball meet with the Owner or the Owner's Designated Representative promptly after Substanûal Completion to review the need for facility operation services, § 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect sball conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and performance and to make appropriate recommendations to the Owner, ARTICLE 2.8 SCHEDULE OF SERVICES § 2.8.1 Design and Contract Administration Services beyond the following limits shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 up to Two (~) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor. ,2 up to ~ ( !í ) visits to the site by tlte Architect over the duration of the Project during construction. .3 up to IJ¥!! (~) inspeclions for any portion of the Work to determine whether such portion of the Wod< is substanlially complete in accordance with the requirements of the Contract Documents, .4 up to Two (~) inspeclions for any portion of the Work to determine fmal completion. § 2.8.2 The following Design and Contract Administration Services sball be provided by the Architect as a Change in Services in accordance with Seclion 1.3.3: .1 review of a Contractor's submittal out of sequence from the submittal scbedule agreed to by the Architect; ,2 responses to the Contractor's requests for information where such information is available to the Contractor from a csreful study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation; .3 Change Orders and Constrnction Change Directives requiring evaluation of proposals, including the prepsration or revision of Instruments of Service; .4 providing consultation concerning replacement of Work resulring from fire or other cause during construction; ,5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in connection with the Work; .6 evaluation of subslitulions proposed by tlte Owner's consultanœ or contractors and making subsequent revisions to Instrumenœ of Service resulting therefrom; .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; or .8 Contract Administration Services provided 60 days after the date of Substantial Completion of the Work. § 2.8.3 The Architect shall furnish or provide the following services only if specifically designaœd: Services Responsibility Location of Service Description (Architect, Owner or Not Provided) .1 Proorammino Not Provide .2 land Survey Services -Not Provitled .3 Geotechnical SBrvices -Not Previd" .4 Soace SchematicslFlaw Diaorams -Not Provide .5 Existino FaciOtie. Survevs -Not Prov'ded .6 Economic Feasibililv Studies -Not ProvidAli .7 Site Analysis and Selection Not Provided .8 Environmental Studies and ReDOrts Not Provided .9 Owner-Suoplied Data Coordination ---Archilect AlA Document B141'" -1997 Part 2. Copyrlgh1 @ 1917, 1926, 1948, 1951, 1953, 195B, 1961, 1963, 1958, 1967,1970. 1974,1977,1987 and 1997 by The American Instftule of Arohftects. All dghts raearved. WARNING: Thlo AlA" Documant Is ~d by U.s. Copyright Law and Intam6llonll Treatl... Unaulhorlzad raproductlon or dlaÞIbUIIOll 01 Ibla AlA" Documant, or any ponlon 01 ft, may raauft In oovere civil and criminal panaltlea, and will be proaacuted 10 1he maxImum axtent poaaIblo undo' lha law. ms document was produced by AlA software at 09:34:4' on 1111912004 under Order No.1000130965_' which expires on 712212005, and Is notfor resale, User NoIe9: (1066553116) 8 Services Responsibility Location of Ssrvice Description (Architect, Owner or Not Provided! .10 Schedule DevelOÐment and Monitorino ----Net Provided ,11 Civil Desian Net Provided .12 LandsceDS Design ----Not Pmvided .13 Interior Desion Net Pmvided ,14 Special Bidding or Neaotiatión -Not Provided .15 Value Analysis ----Not Provided .16 Detailed COBt Estimating ----Nnt Provided .17 On-Site Proiect Representatión ----Net Provided .18 Construction Manaaement Not Provided .19 Start-us Assistance ----Not Providorl .20 Record Drawinas ---Architect --æe .20 below .21 Post-Oontract Evaluation Nnt ProvirlAd .22 Tenant-Related Services ----Net Provin..rl .23 .24 .25 Description of Services. (Insert description" oj'the services designated.) I .20 Architect shall urovide one ( I) conv of renroducible record drawìnas to the Owner after nroiect comuletion. ARTICLE2.9 MODIFICATIONS § 2.9.1 Modifications to this Standard Form of Architect's Services: Design and Contract Administration, if any, are as follows: I Not Aoolìcable By its execution, this Standard Form of Architect's Services: Design and Contract Administration and modifications hereto are incorporated into the Standard Form of Agreement Between the Own and Architect, AlA Document B141-1997, that was entered into by the parties as of the date: (Printed name and titlE) OWNER (Signature) AlA Documerrt B.41'" -1997 Part 2. Copyright @1917, 1926, 1948, 1951, 1955, 1958, 1961, 1963, 1966, 1967, 1970, 1974,1977,1967 and 1997byThe American In6I~uI11 of ArcMecto. All rlghta reserwd. WARNING: Th.. AlA" Documant 10 ~d by U.s. Copyright Law and Intarnotlonal ~I... Unau1horlzad reproductIon fit dlat~ÞUllon '" tin AlAe Documant, or any portion '" n, may .aaul In aavere c1vlland crImInAl panalllaa, and will be pro...utadhl1ha maxImum axlant p_blo unda.tho law. This documenl was produced by AlA software slOB:S4:41 on 11/1912004unde,Order No.10001SQ9B5_' which expires on 7122/2005, and Is not 'or resale. User Notae: (1066553116) 9 Certification of Document's Authenticity AlA- Document D401TM - 2003 I, Scott M Freeman. hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 09:34:41 on 11/1912004 under Order No. 1000130965_1 from AlA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AlA'" Document B 141 TM - 1997 Part 2 - Standard Form of Architect's Services: Design and Contract Administration. as publisbed by the AlA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. (Title) ""'I ).1 C1\J 04- (Dated) AlA Document D401'" - 2003, Copyrlghl@1992end2003 by The American Ineti1ute of Arehltecls. All rtghts ...erwd. WARNING: Thl" AlA" Docum"nt 10 protaCtad by U.s, Copyright Law and _tonal T_løo. Unauthortzad roproduallon or _button oIlh1a AlA" Document, or any portion'" ft, may reauft tn _re clvn and crimInal panel1Jte, and win ba proHCutad 10 ilia maximum aX1ant poooible under Ihe 'ow, Th;s document wss produced by AlA sonwore aI09:S4:41 on 1111912004 under Order No.1oo0'309B5_' which e",lres on 7/2212005, and is not for resoJe. User 110108: {I 066553n 6) EXHIBIT A - HOURLY RATES FOR CHANGE IN SERVICES Additional services to be compensated on a time and materials basis will be performed as required and directed by the Owner as negotiated for a lwnp sum or for hourly billing rates as follows: Architect: Principal Architect $ 105,OO/hour Project Architect $ 85, DO/hour Intern ArchitectiJob Captain $ 75,OO/hour Drafter $ 55.00/hour Clerical $ 45,OO/hour Electrical En~ineer Principal Project Engineer Design Engineer Drafter Clerical MechanicallPlumbin~ En~ineer Principal $ 95.00/hour Project Engineer $ 85.00/hour Design Engineer $ 65. OO/hour CADD Operator $ 50.00/hour Clerical $ 35,OO/hour Structural En~ineer Principal Project Engineer ElT 11 CADD tech II/Office Mgr. Admin. kst. EXHIBIT A - Hourly Rates Meridian Senior Citizen Center Meridian, ID $ 95.00/hour $ 85.00/hour $ 75.00/hour $ 55.00/hour $ 35.00/hour $ nO.OO/hour $ 90.00/hour $ 65.00/hour $ 50.00/hour $ 30.00/hour Page I 11/i9/04 l Attaclunent A "---!- Idaho COIIDIIUI1Ìty Development Block Grant (ICDBG) Agreeroent Attachment between the Owner and Design Professiona 1) Time ofPerfonnanœ The Design Professional's scbedwe for preparing and delìvering shall be as follows: » Draft Bidding Documents and Drawings for review by applìcable regulatory agencies and Owner witlrin 180 calendar days of the execution of the agreement between the Owner and Design Professional. 2) Design witlrinFunding Lìmìtations The Design Professional shall perfmm services required under this Agreement in such a manner so as to cause an award of a Construction Contract(s) that does not exceed~. This fixed lìmìt shall be called the Maximum Consiruction Contract Cost'. The amount may be increased by the Owner, bot only with written notice to tile Design Professional. If the increase results in a change to the scope of work, an amendment to this Agreement will be req\Ûred. The Design Professional and the Owner may mutually agree to decrease the Maximum Construction Contract Cost, bot only by signing a written amendment to this Agreeroent. Showd bids for the Construction Contract(s) exceed tile Maximum Construction Con1ract Cost, the Owner bas the right to reqnire the Design Professional to perfmm redesigns, modify the drawing and specification as necessary, assist in the second bidding process as for the flIs! bidding, to canse an award of the Construction Contract wìthìn the Maximum Construction Contract Cost without additional compensation or reimbursement. . total construction cost plus 10% contingency 3) Documents Incorporated by Reference The Owoer's applìcation to the Department for ICDBG funding, doted March 5. 2004 and all applicable federal and ¡¡tate statutes and regulations are incorporated into this contract. 4) Presentation to Idoho Economic Advisory Council The reasonable expenses of travel costs and presen1ation materials incurred by the Design Professional for the Economic Advisory Council presentation are considered reimbursable expenses not to exceed the maximum amount of $1,000. 5) Ownership ofDocnment. All drawings, specifications, studies, and other maIerial prepared under this contract shall be the property of the Owner and at the termination or completion of the Design Professional's services sbaU be promptly delivered to tile Owner. The Design Professional shall have no claim for further employment or additional compensation as a result of exercise by tile Owner of its full rights of ownership, It is understood, however, thai the Design ProfessìonaI does not represent such dsta to be suitable for re- use on any other project or for any otiler purpose. If the Owner re-uses tile sui:!ject dsta witilout the Design Professional's written verification, sucb reuse will be at the sole risk of the Owner without liability to the Design Professional. 6) Act Superior Wherever provisions of the lCDBG Agreeroent Attachment are in confIìct with the provisions of other fonns of agreement or exhibits, the provisions of this attachment shall control and supersede, 7) Debarment The Design Professional by executing this conmct certifies neither belshe nor any firm , coIpOration, partneI1;hip or association in which belshe bas a subs1antìal interest is designated as an ineligible firm by the ComptroUer General of tile United States pursuant to Section 5,6(b) of the Regulations of the Secretary of Labor, Part 5 (29 CFR, Part 5). 8) Reports and Information The DeBign Professional will maintain accounts and records, including personnel, property and financial records, adeqnate to identify and account for all costs pertaìuing to thiB contract and such other records as may be deemed necessary by the Owner to ensure proper accounting for all project funds, both federal and non-federal shares. OThese records will be made available for audit purposes to the Owner or its authorized representative, and will be retained for three (3) years after the expiration of this con1racl. ExbìbitN 1/2 9) Access to Records It is expressly understood that the Design Professional's records relating to thiB contract will be available during nonnal business boUts for inspection by the Owner, the Department, the u.S. Department of Housing and Urban Development, the U.S, Comptroller General, Office ofinspector General, and, when required by law, representatives of the State ofidaho. 10) Employee-Employer Relationship The contmcting parties wammt by their signature that no employer-employee reJatioushìp is established between 1he contmctor and the Owner by the terms of this con1ract. It is understood by the parties hereto thatthe DeBign Professional is an independent contractor and as such neither it nor its employees, if any, are employees of the Owner for pwposes of tax, retirement system or social Becurlly (FlCA) withholcling. 11) Design ProfesBional's iDsurance The Design Professional wammts that it has obtained, and will maÚltain at it<¡ expense for the duration of this Contract, statutory worlœr's compensation coverage, employer's lìBbilily and comprehensive generallìabilily insurance coverage for it<¡ principals and employees for the services to be performed hereunder. The comprebeosìve generallìBbilily ÌDsurance shall have, at a ¡niIrimum, a coverage lìmit of at ieaBt five hundred 1hoUSlllld ($500,000) per occurrence, and one million dollars ($1,000,000) aggregate. 12) Conflict of interest The Design Professional wammts that it presently has no ÌDterest and will not acquire any ÌDterest, direct or ÌDdìrect, ÌD the ICDBG project that would conflict in any manner or degree Vrith the performance of it<¡ services hereUI1der. The Design ProfesBional further covenant<¡ that, in performìug this contmct, it will employ no person who has any such interest. Should any conflict of ÌDterest, as defined by the ICDBG Administrative Rules, arise d\U'ÌIIg the performance of this contract, it will be disclosed and managed according to the ICDBG rnles, 13) Modification and Assignabilily of Contract This contract contains the entire agreement between 1he parties, and no statements, promises or inducements made by either party or agent<¡ of either party, thai are not contained ÌD the mitten contract, are valid or binding. This contract ulliy not be enlarged, modified or altered except I1JOI1 mitten agreement. The DeBign professional may not subcontract or assign it<¡ rights (including right to compensatìOl) or duties arising hereunder Vrithout the prior written COIllient of the Owner and the Idaho Department of Commerce. Any subcontractor or assignee will be bound by all of1he terms and conditions of the Agreement. 14) Section 109 of the Housing and Conununìty Development Act of 1974 The Design Professional will comply with the following provision: No person ÌD the United States IIUI)', on the grounds of race, color, national origin or sex, be excluded ftom participation in, be denied the benefit<¡ of or be su~ected to, discrimination under any program or activily funded in whole or in part, with the funds made available UI1der this title. Any prohibition against dìscrimìnation on the basis of age under the Age Dìscrimìnatìon Act of 1975 or with respect to an otherwise qnalìfied handicapped ìrulìvidusl as provided ÌD Section 504 of 1he Rehabilita1ion Act of 1973 will also apply to any suc)l program or activily. 15) Section 3 of the Housing and Urban Development Act of 1968 The Design ProfeBsional will ensure thai, to the greatest extent feasible, opportonìties for training and employment arising ÌD connection with this ICDBG assisted prqject will be extended to lower income project area residents. Further, the Design Professional wìll, to the greatest extent feasible, utìlìze business concerns located in or substantìally owned by residents of the project area in the award of contracts and purchaae of services and supplies. 16) Mìnorily Business Enterprise Consistent wi1h the provisions of Executive Order 11246 and OMB Circular A-I 02,Attachment 0, the Design Professional will take affirmative steps to ensure minority businesses are used when posBÌble as sources of supplies, equipment, and construction and services. Additionaly, the Design Profeasional must document all affirmative steps taken to solicit minorily busine9ses and forward this documentation along with the names of the minorily subcontractors and suppliers to the Owner upon request. 17) Nondìscrimìnatioo The Design Professional will not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideas, sex, age, mariùú status, physical or menW handicap or national origin. Exhibit N