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HomeMy WebLinkAboutAmendment No. 1 to PSA - Alliance Architects, Inc. - Century Center 2016 Improvements71 low �=n.. � ,_..'ww�s;=.a-Farr... sa--■u-�. a �� ..� _. �: .:.u=i.-ar.�ul� �_ �_..__,. .a..-..— -... E Amendment AM Document B104-2007 Standard Form of Agreement Between Owner and Architect TO: City of South Bend Department of Public Works Division of Engineering In accordance with the Agreement dated BETWEEN the Owner: CITY OF SOUTH BEND DEPARTMENT OF PUBLIC WORKS DIVISION OF ENGINEERING 1316 County -City Building South Bend, Indiana 46601 and the Architect: ALLIANCE ARCHITECTS, INC. 929 I_incolnway East, Suite 200 South Bend, Indiana 46601 for the Project: Amendment Number: One February 9, 2016 2016 Century Center Improvements 120 South Saint Joseph Street South Bend, IN 46601 The parties hereto agree to the following terms and conditions as the Amendment to the Agreement between them dated the 31st Day of March in the year Two Thousand and Seventeen: ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: 12.1 The Architect shall provide Additional Services for the CEO Suites, Suite 17 Remodel and Furniture as follows: 3 a. i s tr _ _ rs 1 or II. � —_�~}, --^'�` =1 = * -r •ram ~ _ � J - - -r n �' � w - LDO —'A 1 - 'sue-i-�-•�-- - '- `r.�••A�� - - — - - � .: :- - - ...�.�� ,.. I11�Irr 4' 1 - ' -• _ -� � — — Ja* _ — m1 A' 4 9'I ... ... •�!Y I �. `I.rJR!I.�� L �'.+•i lINl91RD" -. Gr ON pow raM AI I st- :. • � �R ��� T+—riili - 1 - 7 I. , -- - � UFO � fAI yr' — Mt'� ..�:�C' - ��.� �.Ii . �r -r � n�. , y S. n-`w-•r<� 4 _ - - - Mr' :W �:��I��i J � � 1 1 4 r �� �. - 1 ■ r ya I "Ira OR - ... 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 tliG Initial 1oformatiori set forth below: (5'rule helow details of file I"tx�je'c1',� silo mid hreigram, Owner's c'!)trlructors and emisitlftlrus, Architect's consultants, Owners budget for the Cost a,%1he Wrark and other inf wmation reletvttrt to the Project.) See Project Scope/Service Phase/Compensation-Attachment "A" § 1.2 The Owner aml Architect may rely ou the _Initial Infonnation. Berth parties, however, rera-sire That such information may materially change and, in Thai event, the Owner and the Architect shall appropriately adjUS1 the schedule, Elie Architect's Services and the Architects Compensatimi, ARTICLE 2 ARCHITECT'S RESPONSIBILITIES The Archirect ,hall provide the professional services set forth in This Agreement consistent with the professional skill and care ordinarily pr4wided by architects practicing in the same or similar locality under the shale of similar circumsumees, The Architect shall perform its services as expe(fitiously as is consistent with such professional skill arul care and the orderly progress of the Project. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 '1'he Architect's Basic Services consist al` those clescrihcci in Article 3 ,Ind include usual and customary structural, tmecllnnical, anld cicctric,tl crtgineering services. , civil engineering and landscape design. § 3.1.1 The Architect shall be entitled to rely on (1) the accuracy and cotmplcteneas of the information fur"isbed by (lie Owner and (2) the Owner's approvals. The Architect Shall provi(le prompt written notice to the Owner if file Architect becomes aware of any error, omission or inconsistency itl such servicoor hifo matimi. § 3.1.2 As saunas practicable after the date of this Agreement, the Architect shall suhrrtit IM the Owner's al)proval tt schedule for the perrormance of the Architect's. sc.> vices,. Ottc'c approve(( by file Owner, time limits established by thc: schedalc shatll not, except fclr reasonab)e: causC, lie exceeded by the Architect or Owner. With the O�wttcr's .,. — AtA.Document B109T""-� 2007 Copyright( w 197A 197t1 1013/ 1991 and 2007 by T) e AmOcaq tnsl tute of Archite0b All rights reserved „t�iatJrl [>: (nit. 2 ;..: t:hftinIof ii. sa a n iJ l l� � . i, 6% .vi r ,inE ,;i jiR _ ih •, ,rt ,! vhd h< r kC� ,Ile,! tJ [i r f ,3 .,f'rutt ! ti`tii �ii, €t.,. llit;lr,, 1L-: Piur:hasers are perm tied to reproduru 1Nrr (t o) ropes of this uocumer l when cornplE=tt:d. To roper t copyright violations of AtA C�nlract Documents, e- mHit The American Instikdo of Arthiterts' leysl coimsol, copyrotcu aia org approval, the Architecl shall adjust the schetlule, if necessary, as the project proceeds until the commencerricm of construction, § 3.1.3 The Architect shall assi a the ()caner in corltaCCtion with the Owner's responsibility for filing documents rcquired Im the approval cll'govrrlutic ntrd lurhoriIies havinn jurisdiction over the Pa'ojcct. § 3.2 DESIGN PHASE SERVICES § 3.2.1 The Archilec€ shall review the program rind other information Furnished by the Owner, and shall review laws, codes, and rcmdahons applicable to the Architect's services. § 3.2.2 The Architect shall discuss with the Owner the Owner's program. schcdulc. budget for the Cost of the Work. Project site, and allcrnrativc. approachcs to design and constructlun 01 the Fro cd, including Illy feasibility of incorporating environmentally responsible design approaches. 'Che Architect shall reach an nndcr:standing with the Owner regarding the Project regttiretltznts. § 12.3 The Architect shall considor thc: relative value of alternative materials, building systerns and equipment. togelhcr with other considerations hascd on program and aesihctics in developing a design for the Project that is consistent with the Owner's schedule and bucket for the Cost of the Work. § 3.2.4 Based on fhc Project requirements, the Architect shall prepare Design Documents for the Owricr's approval consisting of drawings and other documents appropriate. for the Project and the Architect shall prepare and submit to the Owner a preliminary cstimaLe cif the Cost of the Work. § 3.2.5'1`he Architect shall submit to the Owner ,in estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.6'I'hc Architect shall submit the Design Documents to the Owner, and request the Owner's approval. § 3.3 CONSTRICTION DOCUMENTS PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Design Documents. the Architect shall prepare for the Owner's approval Construction Documents consisting of Drawings and Specifications setting firth in detail the requirC11Jellts for the construction of" the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide :additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect s171a11 review in accordance with Sanction 3.4.4. § 3.3,2 The Architect shall incorporate into [it(, Construction Documents the design requirements of goveramenlal authnrities having jurisdiction over the Project, § 3.3.3 T'he Architect shall update the estimate For Ilse Cost ot'Ihe Work'. § 3.3.4 The Architect shall submit the Construction Documents to the Owner, advise the Owner of ;any adjustments to the estimate ol'the Cast of the Work, take any action required under Section 6.5, and request the Owner's approval. § 3.3,51'he Architect, Fullowiog, the Owner's approval of the Construction Docti meats and of [he latest preliminary estimate ofConstruction Cost, shall assist the Owner in awarding :and preparing contracts; fur construction. § 3.4 CONSTRUCTION PHASE SERVICES § 3.4.1 GENERAL § 3.4.1.1 The Architect shall provide administration of the Contract between the Owner rand the Contractor as ;et ford) below and in AIA Document Af071'" 2007. Standard Form of Agrcuinu l Between Owner and Contractor for a Project of Limitcd Scope:. If tic Owner and Contractor modify AIA Document A107 2007, those modificruions shall not affect tltc Architect's services aglitter this AgTeemenl unless t1w Other and the Architect amend this Agreement. § 3.4,1,2 The Architect shall adviso and consult with the. Owner daring the Construction Phase Services. 'The Architect shall have alllhorily to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, ur r'0p0tasibility for the coaslroction means, methods, techniques, scyucraces nr procedures, 01-for safely precautions nand programs in connection with the Work. nor shall 11tc: Intt. AIA Documen"t B1a4T- 2007. Copyright -i 1974, 197ti, 1987, 19�/ and �Ra7 by Thr� Amorif;nn In Wiie of Archtlec s All rights reserved V, Aril.ir r I'.'.': If-. SAC is iIF'-:Ir i_,..-. ..1'.-.'i,.1-.[.t:'; r f lt.'ii t, '..ni'.t 1,11 11 N.'.:I^: ,. t)F .iti!ri :Ic....F if.I.i.c)O:Icl'. tii' In '::fir[ ill, Cii;c.�,u ri y jmi,it: r....I !;. III , -ii;;1 w, 1ri4 of prt c(il. 1 i'i i i Il 15b, . PLf0r0W:5 are permitted ao reproducP ten (10; Ccptes 1>1 this d6CUM( rlt when comp,Eeled. To repor, copyrigh' v'olallofls of MA Contract Documvmis, P- Irzil The American Irgrilu,P of Arrhflocts tugal c01,11SUI, copyricghl@aia.org Architect be. responsible for the Contractor's failure to perform the Work in accordance with the requlremelit-� of ille ('.owracl Documents, The Architect shall he responsible for Elie Architect's negligent acts or omissions. but shall not have control over or charge of anti ~hall not be responsiblc fear, acts or unrissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.4.1.3 Subject to Section 4.2, tilt Arc:hilect's respon,4bility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date. tilt: Architect issues the final C'.crtificate for Payment. § 3.4.2 EVALUATIONS OF THE WORK § 3.4.2.1 The Architect shall visit the site at intervals appropriale to llte stage of consirltctian, or as Otherwise required in Seclion 4,2.1. to hccnme generdly I'Hirlilidt; with the progress and quality of the. portion of the Work completed, and to determine, in generatl, if the Work observed is hieing performed in it manner indicating that the Work, when fully completed, will be.in accordance with the (,ontrnct 1Documents..11owever, the Architect sluill not he required fo make exIiatistive. or eolitl1illOtati till - site observations to check the quality or quantity of the Work, On the bi>sia; of the site visits, the Architect ,hall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from tlic Contract Documents :and from the most recent construction schedule submitted by the Contraelur, and (2) defects and deficiencies observed in the Work. § 3.4.2.2. The Architect hiss the ituthol-ity to reject Work that does not conform to the Contract Documents and has (lie authority to require inspection or testing of the Work. § 3.4.2.3. The Architect shall interpret and deride mattes concerning performance under, and requirements of. the Contract Domi icnts on written request of eillier the. Owner or C'ontractitr. The Architect's response to such requests shall be made in writing within any (ime limits agreed upon or otherwise.. with reasonable promptness. § 3.4.2.4 When making such interpretations and. decisions, the Architect shall endeavor to secure faithful perfortnance 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 faint. § 3.4.2,5 The Architect shall render initial decisions on C:Wnis between ilic Owner and Contractor as provided in the Contract Documents, § 3.4.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3,4.3,1 The Archilect shall review and certify the amounts due (lie Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on (he Architect's evaluation of the Work as provided in Section 3.r1.2 and on the data comprising the Contractor's Application for Payment. lhat, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and than the quality of the Work is in accordance with the Contract DOCUMentS. § 3.4.3.2'Chc issuance of a Ccrtificatc for Payment shall not be a representation that (he Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work. (2) ro iewed construction means, ]rfetheicls, tecliniclues, sequences or procedures. (3) reviewed copiesofrequisitions rcccivct.t from ,Subountractors and mawrial suppliers ind other data requested by the Owner to substantiate the Contractor's right to paylne 1, or (4) ascertaiut:d holy or for what purpose the ColltraiCtot' has used ]honey previously paid nn account of the Contract Stint. § 3.4.4 SUBMITTALS § 3.4,4.1 'The Architect shall review and approve or lake oiber.apprOpriate action upon the Contractor's Stibillit( al5 such as ;Shop Drawiitgs, Product Daia and Samples, but only for the limited purpose of checking for conformance with information given rind the design concept expressed in the Qmtracl Documents, Review of such submittals is not for the purpose of'determil ing tlae accuracy and c(mtplc:(t;ness of tither information such as dimensions, cluaniiiie5, and instntlafion or pi'rformance of equlplilent or systems, which are flat Contractor's resp(]ntiibility, The. Architect's review shall not constitute approval of safely preCatjtlOny Or, LMICSS Otherwise 'Specifically stated by (lie Archilect, of any construction ]Weans, methods, tecliniques, sequences Or procedures. § 144,2 If the Contract Documents specifically require [lie Contractor to provide professional design serviecs Or cerlihca(ions by sa design professional related to systems, materials or equipment, the Archilect shall specify tilt: AIA Document FIi04 "' 2gD7 Gopyrighi b 1074 106 4987 t 001 and 2007 dy t he American Inshtulo of Architects All rights reserved 4 L ..."tit , t�i 6 . ,r (s , nr,r v 11. °n:=, a ,:r n N ; wl I1. ! €,ri , Purchasers are poiinitted to reproduce ton (W) copies of this decomeni when rompleted. To toporl copyright violations of AIA Contracl tDnrumonts, e. rnaR The Amoriean inslitule of Architects' !egal counsel, copyrighlCmaia.mg. i m appropriate Performance and design criteria 1113t such 1,"vices must statsfy.'I'llc: Architect shall review shop Drawings and other submittals related ur the Wort: designed or certified by the design prol'essional rolainCd by the• C`nntractur that bear such professi€.)nal's -cal and sfgrialtue when submitted to tie Architect. The Archilect shall be entitled to rely upon the adequacy, accuracy and cumplemless ol, the services, cerlifienlion.s and app€-ovals performed or provided by such design professionals. § 3.4.4.3 The Architect shrill review and respond to written requests for irllClrillalioll about rile 0111tract f)ocuillcI11S. The Architect's response to such requests Shall be, mode in writing within any time limits agreed upon, or otherwise with reasonable proniptness. § 3.4,5 CHANGES IN THE WORK 'I'hc Architect may' authorize lllirior changes in the Work that arc consislertt with the intent of rile ('ontract I)ocumcnts and do not involve an adjustment in the; Contract Sum or an extension of the ('antract'l rule. Subject to the provisions of Section 4.2.2. lite. Architect shall prepare Change Orders and ('or€struclion Change Dircetives 161. the Owner's approval and execution in accorclattce Willi the Contract 1)ocunlewks. § 3.4.6 PROJECT COMPLETION The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of fimtl completion; issue (.'ertificatcs of Substantial Completion: receive front the Cotalraciur valid forward it) the ()wiler, for the Owner's rovim and records, written warranties and related documents required by the ('ontract Documents and assembled by the: Contractor; told issue i final Certificate for Payment base(] upon it final inspection indicating Ile Work complies with the regniruments of tho Contract I)octlanews, ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services are not included in Basic Services but play be squired for the Projcet. Such Additional Scrvicus irtay include prugminming; hudget analysis, financial feasibility studies, site analysis and selection, environmental studies, civil engineering, landscape design, telecoillmunicattans/data, security, measured drawings of existing conditions, coordination of separate contructors or independent cot€sttftailts, coordination uf' cunstructon or proj.oct managers, detailed cost estimates, on -site pro,icet representation beyond requiretnertts of Section 4.2.1, value analysis, quantity surveys, illterltlr architectural desipri, planning of tenant or rental spaces, nlventortes of materials or eritnpment, preparation of record drawings, Commissioning, crlvironnicntally responsible design beyond Basic Services, 1,1:1i1){' Certification, fast -track design services, and any oilier' Services not otherwise included in this Agreement. (Insert a de.wriplion 01'eaclr Arldiflone l Ser'rice the Arrhifect shall provide, in an e-rhibil allac.'hed to this elocraller11,) § 4,2 Additional Services may be provided rafter execution of this Agreement, without invalidating the Agreement. LxccPt for crviccs rc€luire.d duce to the fault of the Architect, any Additional Services provided in accordance with this Sec(iuu 4.2 shall entitle the Architect to compensation pursuant to Section 11.3. § 4.2.1 The /lrillitect hats included in haste Services NA ( ) site visits over the duration of the. Projcel during construction. The Architect shall conduct ,cite visits in excess elf that amount as an Additional Service, § 4.2.21 Ile. Architect sl€all review .lad evaluate Contractor's proposals. calnd il' ne('essary, prepare. [)ravings, Spacificatiurls and other documcmalion and data, and provide any uthcr services made necessary h)l Change (}rcicrs and Construction Change Directives prepared by the Archik:cl as an Additional Service. § 4.2.3 If the services covered by this Agrecincnt have not he.en completed within NA ( ) months of the date of this Agreeing m, through no lault of the Architect, extension of the Architeet's services beyond that tittle Shull be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 51 l.lnlcss otherwise provided for tinder this Agreemem, the ONVI t' shall provide information in €i timely manner AIA Document 8109fa — 200'7, Copyright �T) 1974, 1478. MIT 'f's137, errd 2007 by 7 hr: Amorlean Insli-,jle o' Arrhilec;s. All rights reserved. 'F,'F; i:it>'it -d Y ; u�.,r,i ' sl, .1i, I € .-,11,- F,._IP. r;rJ r"r,..,il.c ._. > t._, riL�l S,.>n of 1 II: Ai.1 Ela;L vll °� ..n, �. iE. I , r a:F. r.ir : ;ri .I, '•7„I r' 04.w, ; . 1 t "I i:_ j -,�£ €€. € 1. . „u, 3r, x €, ,It.3r af# f , '!•, r s, Pl.rchammz are penNaiurl to reproduce tan (tp) copies of this oocumerl whey € inploled Ta spur: copyrlgh: violations of NA Contracl Documenls, e- mail The Airei oan IwAwte of Aichilncts Ingal counsel, repyrirh€@aia.org regarding rcquircinents for and limitations Vn the Project, including a written program which shall set forth the. Owner's objectives, schedule, constraints auud criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems;lnd site requirements. Within 15 days aflor receipt ofa written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of [lie Work as defined in ,Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of tlicse costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work., the Owner shall noti6: the Architect. 'I'lie Owner and the Architect shall thereafter agree to a corresponding change in the ProjeWs scope and duality. § 5.3 The Owner shall furnish surveys to describe physical c:harac:te.ristics, legal hnittations and ittllity locations for tic site: of the Project, a written legal description of the site, and Services ofgcotechnical engineers or other consultants when (lie Architect requests such services and demonstrates that they are reasonably required by the scope ol'the Project. § 5.4 The Owner shall coordinate the services of its own consultants with those services provided by the Ambitecl. Upon the Architect's request. the Owner shall furnish copies of the scope of services iar the contracts between the Owner and the Owner's consultants. The Ownershali require that its consultants maintain professional liability insurance as appropriate to the services provided. § 5.5'I'he Owner shall furnish tests, inspcctions and reports required by late or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and tenter pollul ion, and tests for ha7ardous materials. . § 5.6'I'lie Owner shall furnish all legal, insurance,ittcl accounting services, including auditing services that may be reasonably WCCS.44(y at :toy time for the Project to meet the Owner's needs and intereSls. § 5.7'I'lic Owner shall'provide prompt written notice to the Architect if the Owner beconres aware, of any fault or defect in the Project, including errors, ornissions or inconsistencies in tie Architect's instruments of Service, § 5.8 The Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents, § 5.9 The Owner shall provide the Architect access to the Project site prior to conrmcncemont of thy. Work and ~hall obligate the. Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 61 For purposes of this Agreement. the Cost of the Work shall be the total cost to the Owner to construct all cicmcnts of the Project designed or specified by the Architect and shall include contractors' 1*encral conditions costs, overhead and profit. The Cost of the Work does not include the conipenmition of the Architect, [he costs of (tic land, rights -of -way, financing, contingencies for changes in the Work of -other costs that are [he responsibility of the Owner. § 6.2 Tile Owner's budget for the Cost of the ~Fork is provided in Initial Information. and may be adjusted throughout [lie Project as required under Seclions 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, the preliminary estimate of the Cost cif the Work and updated estimates of the Cost cif the Work prepared by the Architect, represent the Arc•hitccf's judgment as a design professional. It is recognized, however, that neither the Architect nor [lie Owner has control over the cost of labor, materials or equipmerit; the Contractor's methods of determining bid prices; or competitive bidding, market or negotiating conditions, Accordingly, the Architect cannot and does not warrant or represent that lids or negotiated prices will not vary from the Owner's Budget for the Cost of the Work or from any astiniatc of the Cost of [he Work or evaluation prepared or agreed to by the Architei:l, § 6.3 In preparing c:stiniatcs of the Cost of Work, the Architect shall he permitted to include, contingencies for design, ridding rind price escalation; to determine wimt materials, equipment, component systenis and types. cif construction are to be ilicludcd in the Contract Docarnicnts, to make reasonable adjustmcros in the program and 6COpe of the Project and to include in ow Contract Doctlnmits ahernHle bids as may be necessary to ad,j sl tile.. estimated Cost of the Work to nice[ the Owner's budget for the Coit of the Work. The Architect's cstiniate of the Cost of the Workshall be based 011 Curren[ area, Volume cif- similar conceptual estimating techniques. If the Owner _ _. ]out. AIA Document B104'v 2007. Copyright r 1974. r973IN7. 199 k£ arrl 2007 by TAnonk'an In rilulL fl Amlaieels All rigf7ls reserved c,. -it t nt nnvr V.nia it E:$tin si ,. n ,>r Ir ird i nir ill r,r ,41,_.:? Earl ti,iit 6- pr,r;01Erd W ill'! ViAliF MA, a.tun1 tyr,bslU ; r, 0,:i IN F i i,, Purchasers are permitted to ri-wodar:e ten (1 O) W1" of chi: da;:urnent when completed. To repori copyright vioatiorr5 of AIA Curtiraei Ducutneiits, o marl The American Inslilure of Archiroohi' legal counsel, copyiight(mo,org. requests detailed cost eslimating services, (lie Architect shall provide such services as an Additional Service: under Article 4. § 6A If the bidding, has not commenced within 90 Mays after the Architect suhnrits the C'onsiruction Documents to the Owner, through no fault of the Architect, the 0%%'ner'S hudkcl for the Cost of the Work shall 1)c adjusted to reflect changes in thc general level of prices in the: applicable construction market. § 6,5 If at any (into the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Wort:, the Architect shall make appropriate recommendations (o the Owner to adjust the Project's size, quality or budget for the Cost of the Work, and the ONVIlel- shall cooperate with the Architect in making .such adjustments. § 6.6 If the Owner's cinTent budgint for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by (lie lovvest bond fide bid or neyotrated proposal, the Owner shall .1 give written approval of an incrco%c in the budget For the Cost of' the Work; .2 authorize rebidding or renegotiating of tlic Project within it reasonable time; .3 terminate in accordance with Section 9.5, .4 in consultation Willi the Architect, revise the Project program, scope, or qualify as required to reduce the Cost of the Work; or .5 implement any other mutually acceptable a+lternalive.. § 6.71f the Owner chooses to proceed under Section 6.6.4, the Arclhileel, without additional compensation, shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. The Architcc('s mortification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6 ARTICLE 7 COPYRIGHTS AND LICENSES § 7,1The Architect and the Owner Warrant that in transmmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for Its Use on the Protect. If the Owner and Architect intend to transmit instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect and the Ara llheo',s consultants .Shall be deemed the authors and owners of their respective Instruments 01, Service, including the Drawingsand Specifical ions, and shall retain all common law, statutory and other reserved rights, including; copyrights. Submissiori or distribution of Instruments of Service to meet offieial regulatory requirements or for similaar purposes in connection with the Project is not to he construed as publication it derogation of the reserved right, of Ilic Architect and the Architecl's consultants, § 7.3 Upon execution of (till AN'rceinellt, the Architect grants to the Owner a nonexchisivu license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using,, (maintaining, altering and adding to the Project, provided that the Owner- substantially performs its obligations. including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent With this Agreement. The license granted under this section permits the Owner to authorize the Contractor. Subcontractors, Sub -subcontractors, and material or equipment .suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the instruments of Service solely and exclusively for use In performing services or construction for the Project. If the Architect rig;hltully terminates lhis Agrcernent for cause as provided In Section Q.4, the license granted In this Section 7.3 shrill terminate. § 7.3.1 in the event the Owner uses the lnstrurnents of Service without retaining author of the himruinewt of Service, the Owner releases the Architeci and Architect's consullant(s) front all clainis and causes of aclion arising from such uses. The Owner, to the extent permiried by law, furlher agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including tlrc cost of,de.fcnsc, rehired to claims and causes of action asserted by any third person or entity to the extent such cost: and expcirsus arise from the.. Owner's use of the lustrumcnis of Service under this Section 7.3.1. I'he terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement fen- cause under• Section 9.4, (nit. At Doc urnent 8104'M-2007. Copyright(P 1974, 1978; 19B7, 1997, and 2007 by ncc Anrorican Inslilute of Atchilects. At rights reserved. rAriIlIo' Ti-; fh I td>:: rI_ i ;r:;rl . ;:€ ;s s,.F, , .,�E i ar; =i r s,.,:- .,i - ,rci k , p� .cut i_, .L._ r}n:u:7 r.icni r,._„•ia ur�f... 1;,_ „ Ptirotiasers ar, Iron lied to tepiodurp ten {1ti}copies of IN%, duc tenant whop wrnplutrru. To mputl copyright vinlettoos of AIA Gootract Documents, a rna. Trrc Arrsodearr IwAlmle or Axhilucls' lugol cnunsur, ropyrigkt@aid.vrg § 7.4 Fx(:el)t for the licenses granted ill this Article 7, no other license or right shall be deemed granted of- implied under this Agrcc:rtww. The Owner shall not assign, dele-aw, sublicense, pledge or otlict-wise transfer any license ,ranted hercill to another party without the prior written al recment of'thc Architect. Any unauthorized use of the Instrutnenls of Service shall be at the Owner's sole risk arid without linbility to the Architect and the Architect's consultants, ARTICLE.B CLAIMS AND DISPUTES § 8.1 GENERAL § 8.1.1 Tile Owner and Architect shall continence all claims and causes of actiou,'whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement ill accordance with the requirements of the method of binding dispute resolution selected ili (his Agreement within the period specified by applicable law, but in any case riot niore than 10 ,years after dw date of Substatilial Completion of the Work. The Owner and Architect waive Lill claims and causes of action not c:onuuencecl in accordance with this Section 8.1.1. § 8.1.2 To the extent darnagcs are covered by properly insurance, the Owner and Architect waive all rights agaillst each other ittid ag;arinst the contractors, consultant%, agents and employees of the other for danlages,.except. such riflits as they may have to the proceeds of such insurance as set forth h► AIA I)ocurncnt A 107-2007, Standard Form of Agreement Between Owner and Contractor for a project of Limited Scope. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of than similar waivers in favor of the other parties enumerated herein. § 8.1.31'he Architect and Owner waive cortseclucntial damages for claims, disputes or other matters ill question arising out of or relining to this Agreement. This mutual waiver is applicable, without litnitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.6. § 8.2 MEDIATION § 8,2A Any claim, dispute or other matter in question arising out of or related to this Agreement shall he subject to mediation as a condition precedent to binding dispute resolution. If'such shatter relates to or is the subject of a lien arising; out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of (lie platter by mediation or by binding dispute resolution. § 8.2.2 Mediation, unless the parties mutually agree otherwise, shall be adininistcred by the American Arbitration Association is accordance with its Construction Industry Mediation Procedures in effect on the, date of the Agreement: The parties shall share the mediator's fee and ;illy filing flees equally. Tile mediation shall be held in the place where the project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall he enforceable its settlement agreements in any court having; jurisdiction thereof. § 8.2.3 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of bindior dispute resolution shall he the following: (Check- the appropriate bo.r, if the Owner and Architecl du nal :se ect a nwihod of binding dispute revuluti in below-, or do not .suhsequendy agree in writing to a binding dispute resolution method other than liligalion, the dispute will be re.svlved in a court of compelent jurisdiction.) [Xi Arbitration pursuant to Section 8.3 of this Ag;recnient ❑ T.iligation in a court cif cotnpctt;ill jurisdicliuri ❑ Other {.Spec- A-) § 8,3 ARBITRATION § 8.3,1 If the parties harve wlected arbitration as (he method for binding dispute resolutiot: in thi's Agreement any claim, dispute or other matter in question arising; out of or related to this Agreement 1ubjict lo, but not resolved by, mediation shall be subject. to alrbill'a6 3l.l which, tnllcss the parties mutually agree oihvrwiw, shall be administered by the American Arbitration Association in accordance with its Consiruclion hldWilry Arbitration Rules in effect on the date of the Agi-celllcnt. AIA poctiment 1310411' 2007 Copyriglit Ul,7.ri 1 13 £ 19117trig aw.1200 by r!in Arnt ririn In brine el M;Wlpoii All rights reserver[ tk r Ei` J 0, :,!, r, I .k, i;' _ r�: i �k„ l ='r n•i .. � i eft -,. I ..,Ir i..-�t., c, ,nd:�g f ,+i e„-i,=«. i „�i [ 5N . _,ti c, tt �._ 8 t PLITC11H. rS are permitled to repiodcoe on (to) copies of. this doNirnanl when Qompleted. 'ro report copyright violatinns of AiA Conlra�ct Documonls, o mail The American Irislitule of Architncls' legal co.irlsel, copyri,Uht@aia.org. § 8,3,1.1 A demand for arbitration shall be nlado no earlier than conc:urrcrltly with the film; of a requatit for - mediation, but in no event shall it be made after, the dale when situ inslilulion of legal or equitable proceedings based on the claini, dispute or other matter in question would be barred by the applicable statute of limitations. l,or statute of limitations purposes, receipt of a written demand for arbitration by the person or entity adnlilristering the arbitration shall constitute the inslilulion of Iegal or equitable procccdings based on the claim, dispute or other matter in question. § 83.2 The foregoing agreement to arbitrate and other- agreements to arbitrate with an additional person or, entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in tiny court having,jurisdiction thereof. § 8.3.3 The award rendered by the arbitrntor(s) shall be final, arld judgment may be entered upon it in accordance with applicable law if] any Court hitvingjl-irlsdlcLion thereof, § 8.3.4 CONSOLIDATION OR JOINDER § 8,3.4,1 Either party, at its sole discretion, ruay consolidate an ar'bilr•adon collducLod Under this Agreernellt with ally other arbitration to which it is a party provided that ( I) the arbitration agrcr:tnent governing the other arbitration permits consolidation; (2) the arbitrations to he consolidated substantially involve conlnion questions of law or fuel; and (3) the arbitrations employ materially similar procedural rules and methods Jor Selecting arbitrator(s). § 8.3.4.2 Either party, at its sole discretion, play include byjoinder persons or entities substantially involved in it conlnton question of law or fact whose presence is required if complete relief Is to be accorded in arbitration, provided that the party sought to bejoined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other platter in question not described in the written consent. § 6.3.4.3 The Owner and Architect gran( to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or cunsolidation, the same rights ofjoinder and consolidation as the Owner and Architect under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to mnke payments to the Architect in accordance with this Agrceincr 1, such Failure shall he considered Substantial nonperformance and cause for termination or-, at the Architect's option, cause for suspension of performance of services under this Agreetent. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner bckwe suspending services. In the event ol'a suspension ol'scrvices, 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 shrill he paid ills sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's service~, 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 Pro'icct is resumed, the Architect shall he compensated for expenses incurred in the interruption and r"tinlption of the Architect's services. Thu Architect's fees for the remaining services and the tillle schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Prolccl for more than 90 cumulative days fan- reasons other shun the fault of the Architect, the Architect play terminate. this Agreement by giving nut less than seven days' wrillun notice, § 9.4 L'ithcr party nifty termiriale. This Agrecnleni npoll not less than ;even days' written uolice should the other party fail substantially to perform in accordaticc wilh the terms of this Agreement Through rho faull of the party initiating the termination. § 9,5 The owner may tertninate this Agreenlcrlt upon not less than seven days' written notice to the Architect f'or the Owner's convenience and without cause. § 9.6 In the event of lcrmination not the fatilt of the Architect, the. Architect shall he compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in 5cc600 9.7. Init. AIA D(eument B IN"l— 2007. Copyright f1 1974 19/8 1981, 199/ and ?001 by The American in lQuie of Archlte<[ Alt rIghts reserved t,,,.;n i.f {.rr'r. i .,. , , uii`i 1.- n, ri. i:,. .I '.� .. i.,i <n F.I, �,, r; ai L3 Y• .: fs:.. 9 1 r ,L- , Purchasers are permitleo to reproduce ten { 10) copies of tnis document when coinplcLed. 10 report copyright violOons o1 A[A Contracl Documenls, e mail The Anieriran Ins Nuts of Architects' iega- counsel, copynghtOnaia,org. § 9.7 Termination Expenses are in addition it) ctm►pensatioil for the. Architect's service*s and include, expenses directly attributable to lern►ination for which the. Architect is not otherwise co►npeurated, plus an antotint for the Architect's anticipaled profit oil the vahie of Elie services not performed by the Architect. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This AgrectrienI shall be. governed by the law of the place whore the l'rojcei is located, except Ilia( if the parties have selected arbitration as the method oil' binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in [his Agreement shall have the same: ineanitig its those in AIA Document A 107-2007, Standard Form of Agreenent Between Owner find Contractor for a Project of l,intitcd Scope. § 10.3 The Owner and Architect, respectively, hind tltcrttselves, their avents, successors, assigns and legal representatives to this Agreement. Neither the Owner not- the Architect shall assign this Agreement without the written consent of the Tither, except that [lie Owner rnaty assign this Agreclnienrl tot a lender pruviding financing for the Project if the lender agees tat asstinie the Owner's rights in([ obligations Finder this Agreement• § 10.4 If the Owner requests the Architect [ci execute certificates or,consents, the proposed language of such certificates or consents shall be submitted io the Architect for review at least 14 clays pricer to the requested dates or execution. The Architect AM] not be required to execute certificates or consertu that would require knowledge, services or responsihiIities beyond the scope of this Arrecnicni. § 10.5 Nothing cowained it) this Agreement shall create a contractual relationship +:>r•ith or a Cause of action in fervor of a third party against either the (homer or Architect. § 10.6'Hie Architect shall have no responsibility for the: discovery, presence. handling, removal or disposal of or exposure oaf persons to hazardous inateiials or toxic soobstances in any Form at the Project site:. § 10,7.1'he Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional inatcrials. IFowcver, the Architect's inaterials shall not inchiole information the Owner has identified in writing as confidential or proprietary, ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services trs described under Article 3, the Owner shall compensate the Architect as follows; (hiser7 uinolint q/,, ur bayis./i)n•, ronipenscirinn. ) See Project Scope/Service Phase/Compensation-Attachment "A" § 11.21`o7r Additional Services dtsignawd lei Section 4.1, tlic Ownershall co mpensale Eire Archilec't a;~ follows. (lnsen ainotu)1 r�/; Or basisfin-, rompellsatio n, 1f nr c essarv. lie! ,rpr oiler see virus 1n which parrir.•idrir• inethods of compoisation applv,j As authorized by owner Principal Architect $1401hr. Project Architect/Engineer $110/hr. Graduate Architect $ 80/hr. Administrative Support $ 55/hr. § 11.3 For Additional Serviceq Ihal tiny atise during; [lie course of the PrUtcet, including those tindty Section 4,2, the Owner shall compensate the Architect is fo)jows; As authorized by owner (lnsrr-! uln(owil qj) or basis fr)r, compensalialf. j Principal Architect $1401hr. Project Architect/Engineer $1101hr. Graduate Architect $ 80/hr. Administrative Support $ 55/hr Init. AIA pocumenl WID4r�' - 2007 Copyright r) 1ti1A ly►9 la ji 1447 a; d 21107 by The Arnenrar. It tilule ul Arc,hr ec.t All rights reserved WARM C .r b r, I i f • h i ' xs., ri it ? Sri r s i_. t ...- s� Erb?t s p1 , S?i i0 D,trli r r,i, s r n;V ,__�,4i o 1 iI, ,: Sufi bid. E, r', a ,,1 i £Ynmip,i.-., H ,iq.l „III t F jrl tj 0 1 tt,= W sxlrs.ula- t is i,l I0,,>iI.6, usti.ls ilia. i I r, Purchasers are IZ^irn,Rtod to roprviuco ton ( ►0) mpos at this document when completed. To report cnpy14111: vtetations or AIA Caiil;acl bouumen;s, u ir!;il the ArreriCran Institulo of Alchiteols' legal coknsel, copyrighlPaia.Oro § 11.4 Compensation for Add '€tionll Service.,, of the Arc•hitecI's consultants when nol included in Section 11.2 or 11.3. shall be the amount invoiced to the Architect plus NA perucnt f 5'r ), or its otherwise stated below: § 11,5 Where compensation for Basic Services is based on a stipulatc:.d sun) or purcentage of the: Cast of the Work, [lie cotnpensation for each phase of services shall he as follows: See Project Scope/Service Phase-/Comrrpelnsation-Attachment ,"A" § 11.6 When ca€npensation is based nil it percentage: of the Cost of the Work and any portions of the: Project are delete(] or otherwise not constructed, c•ompcnation for those portion~ of the Project shall he payable to the: extent services are performed ern those. portions, in accordance with the sehedole set forth in Section 11,5 based on ( 1) the lowk,sl bona fide bid or negotiated proposal. or- (2) if no such hid or propos€d is received, (lie mast rcccltt esllmate o the. Cost of [lie Work For sttch portions of the. Project. 'fhe Architect shall be entitled In compensation in accordance with this Agrcerr€cot for all services performed whether or not the Construction Phase is co€nnrcnced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below. The rate's shall be adjusted ill accordance. with [lie Architect's and Architect's consultants' normal review practices. (If applicable, attach un exliibit (Jhourly billing rates or insert thou below.) See Project Scope/Service PhaselCotmpensation- § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES Attachment "A" § 11.8.1 Reiinbursablc Expenses ;Ire. in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and thl? Architect's consultants directly related to the Project, as follows; .1 1'1-anspor(ation anti authorized ow -of -town travel and subsistence; .2 Long dislance services, dedicated da(a attd comntunicatitrn services, teleconferences, Project Web sites, and cxtrancls; .3 Fees paid t'rn securing ;tp]?ruvul of authnritics having jurisdiction over the Project; .A Printing. reproductions. plots, standard fornl doctinlents; .5 Pooiige, handlln€' and delivery; .6 Expense of ove.r(intr work requiring, higlrer than regular rates if authorized In advance; by the Owner; ,7 Renderinps, models, mock-tlp.s, professiollal photography, and present;€tion materials requested by the O%vr1u1,; .8 Fxpensc of professional liability instnallce dedicatee] exclusively to this project or Ilic expense of .iddlt€onid insurance covera . or limits reelae'sted by the Owner in exccCs of that normally carried by (hu Archi(ed and the Arc•hitcct's coltsultants; .9 All taxes levied on professional services and on re.inrbursalrle. expenses; .10 Site office expenses; and .11 Other similar Pratect-ml.tled expenditures. § 11.8.2 for Reimbursable. E;xpcnse:s the: compensation shall be the cxpensus incurred by the Architect and the Architect's consultants plus percent ( 4'(.) of [lie expenses incurred. (nit. AIA Docurnent 81041" 21W. Copyright C 1974, 018 19h7,1997, acid 2007 by The Anrexzc rn hisl u,te ol AidideaL,.All rights reserved x rt•:z P.., I1,.:-:'F;.,,. _7 1i:!<:1: I'urcha—,w s are lrarntilled to rppre him ten (10) rct ev ().1 lt"l< document whFn completed To report copyrignl vlolaliors of AIA Ccnlracl Doeunlenrs, 0• €nail I tic Awerican lm'111,ile of Arrhilen;!s legal coiiw!! I, r:opyrill,l r@a a.or0. ., . R ...Nr m-Nq�;, .:w .r, o ..,•; r x : 'hr,..^sF�:�. ,n, ' '+«t-��:�.r�r ..:: . ».� •, �:. ,e '.* � :�" �S,F ":��. ' n: � I `:i ._ ��w- „-., ,' a•W, ..,- fir`^ R �o r",-"yy-•�.4.� � a.x�a--F�,Yr -,i _ : �. t. ��MUM Al" v 66 WT.... ,<.: ��„ - t Y a --rya:.:..,•_ `=�.a,.,x+'� �r�� F e dm e.:l, !'•�AS9 ti J'"—ti!!rt•!.9�,.�y'.k.,.Cgflk—�QI e I R a .. : — , -w AIA B104-2007 Standard Form of Agreement Between Owner and Architect for a Project of Limited Scope- Century Center -February 9, 2016 Attachment "A " Project #116-006 Century Center Dumpster/Dock Area Project Scope Work includes screening improvements with new expanded paving, screen walls with operable gates and landscaping. Service Phase/Compensation Design Development (DD) ($3,000) Previous Agreement Construction Documents (CD) $ 5,250 Bid/ Negotiation (BN) $ 750 Construction Administration (CA) 1,000 Total $ 7,000 (Nat to Exceed) Project #115-017 New Entrances Project Scope Work includes the renovation of the existing 540 square feet (+/-) concession area, located on the Main Level, near the South Entrance, into a new entrance lobby for Convention Hall A-B. New doors, new ticket counter with door access to the adjacent Sales Office and new interior finishes are included. Service Phase/Compensation DD ($3,000) Previous Agreement CD $ 4,000 BN $ 500 CA 500 Total $ 5,000 (Not to Exceed) Project #116-010 CenturV Center CEO Suites and Suite 17 Remodelin Project Scope Work includes the remodel of CEO Suite's 1,300 square feet (+/-) space with all new interior finishes, wood doors/hardware, casework and technology upgrades. Work also includes the remodel of Suite 17's 550 square feet (+/-) space with all new interior finishes, wood doors/hardware, casework and technology upgrades. Furniture is included for both spaces. Additional Services will be provided for new restroom designs for both spaces if authorized by Owner. AIA B104-2007 Standard Form of Agreement Between Owner and Architect for a Project of Limited Scope -Century Center- February 9, 2016 Pro ect #116-010 (continued) Service Phase/Compensation DD $ 3,000 CD $ 7,750 BN $ 1,000 CA 1,250 Total $ 13,000 (Not to Exceed) Additional Services Compensation Restroom Design $ 5,500 (Not to Exceed) Compensation Summar Project #116-006 $ 7,000 Project #115-017 $ 5,000 Project #116-010 $ 13,000 Project #116-010 Additional Services 5,50 Total $ 30,500 Reimbursable Expense Compensation 1000 (Not to Exceed) Total Compensation $ 31,500 (Not to Exceed) page 2 A' �1 '%fix _ M-•T _ ram. 6�N..-.--�y-�, .�. .. „�''�'��. `-: c►�`?s'•��_a:=:.—�.��'r:-•�� � ��•yrrn r'� 7�'�I_ .i� � ]�iii..��'!�rw'_ ._ _ --' . -.i''�xr� LAW I k i �: �11 irJ�9c,-�� >7 s.- ,�. „�, .r�... w:. _ . �+ry-'+rtl Rsr• k4. ° e^ WE J. L:Y �' �� wbX •' 1'� ..�+[ {� ' iIlk 1 A� mleCi ' • �i••.+Ne- . ,��,� ` '°+'-•emu- � ��-u �; •--' • � w'vFe +n III��i ..� j. 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