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R-85-06 12/11/2006RESOLUTION A RESOLUTION AUTHORIZING THE VILLAGE ADMINISTRATOR TO ENTER INTO A PROFESSIONAL PRELIMINARY DESIGN SERVICES AGREEMENT WITH WIGHT & COMPANY NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND MEMBERS OF THE BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK , WILL & DU PAGE COUNTIES, ILLINOIS that: Section 1: The Village Administrator is authorized to execute the Professional Preliminary Design Services Contract Agreement with Wight & Company, attached hereto as Exhibit "A ". Section 2: Effective Date: This Resolution shall become effective upon passage, approval and publication, in Book and Pamphlet form as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, WILL AND DU PAGE COUNTIES ILLINOIS on this 46 Day of , , 2006 Debby Blatzer Peter Coules Brian Reaves Cliff Miklos Ronald Stapleton Jeanette Virgilio Att AYES NAYS PASSED ABSENT JOHN F. PIAZZA, Village 'Pr:.ident CHARLENE SMOLLEN, Village Clerk Wight December 5, 2006 Mr. Gary Holmes Village Administrator Village of Lemont 418 Main Street Lemont, IL 60439 Subject: New Police Station Professional Preliminary Design Services CONTRACTUAL AGREEMENT Dear Mr. Holmes: Wight & Company appreciates the opportunity to continue our partnering relationship with the Village of Lemont as you proceed with your plans for a new Police Station. 2500 North Frontage Road Darien, IL 60561 630.969.7000 Fax 630.969.7979 We are pleased to present the Village with this Contractual Agreement to provide professional architectural and engineering services for the preliminary design phases of your new Police Station. This proposal covers the Program Verification, Conceptual Design, Schematic Design and Design Development phases as defined in the Scope of Work section of this proposal. Our proposal is based on the following assumptions: • The plan for the main floor of the new Police Station will be approximately 15,000 square feet as specified in the March 2004 Space Needs Analysis, • There will be a full basement, which will be partially built out, • LEMA will be located in the basement, • The site is has been identified at the intersection of 127`h St. and Archer Ave. • The programming information developed as part of the 2004 Space Needs Analysis will be utilized as a starting point. This proposal is presented in five parts: • PROJECT UNDERSTANDING • SCOPE OF SERVICES • SCHEDULE • COMPENSATION • CONTRACTUAL TERMS AND CONDITIONS Mr. Gary Holmes Village of Lemont Page 2 December 5, 2006 PROIECT UNDERSTANDING In 2004, Wight performed a Space Needs Analysis for all of the Village's facilities, including a new Police Station and LEMA. One of the conclusions from that work indicated that the space requirements for the planned new Police Station would be approximately 14,31 3 square feet and that the facility would be one story. Since that time, the Village has indicated that they would want a full basement. The Village's intention is to build -out the basement only for storage and LEMA's (approximately 3,029 square feet) use. Wight & Company prepared an order of magnitude budget estimate based on the Village's revised desire. We have developed our scope of services based on the understanding that the March 2005 Space Needs Analysis will be utilized as the basic programmatic scope of the project, but will be revisited during a program verification phase SCOPE OF SERVICES Wight will provide full service architectural, civil, structural, MEP /FP engineering, technology and security system services from program verification through design development. The following is a summary description of the anticipated scope of services under each phase of the project. UNDERSTANDING FIRST The key to the completion of a successful project is for us to have a thorough knowledge of the Village's goals and objectives. The methodology we utilize to accomplish this important step is based on our "Understanding First" approach. At the outset of the project, we will bring together the project team and your stakeholders to collectively understand and document the missions, vision and goals of the project. This alignment meeting will serve as the framework for the project. It has been our experience that this "Understanding First" approach significantly contributes to the successful outcome of the project. We will use our experience on recently completed projects to help in the development of discussion points for this initial meeting. At the meeting, this approach will be discussed and modified to fit the mission, vision and goals of the Village. Alignment (Kick -Off) Meeting • As we begin the process, we will meet with the stakeholders representing the Village — members of the Board, Staff and Police Department, as well as any other stakeholders designated by the Village. At this alignment meeting, we will discuss the key steps that will take place to complete the project. We will establish milestone dates for the completion of each phase that are acceptable to the Village. We will also discuss and identify key contact individuals. Mr. Gary Holmes Village of Lemont Page 3 December 5, 2006 Program Verification Program Verification will include a review of the March 2004 space needs analysis and space program with the Village appointed stakeholders to adjust the program as necessary to reflect the current thinking and operational direction of the Police Department. The following items will be addressed in a program workshop and with follow -up documentation: • Review of operational philosophy including impact of a community oriented policing approach on the building program. • Review of staff counts for quantity and organizational structure. • Re- explore building space square footages. • Revisit parking and site needs based on building program and operations. Conceptual Design During the Concept Design Phase, we will work with the Village to generate a conceptual design that meets the established goals and revised program for the project. Following are key steps in this phase of the project. • Conduct a sustainable design meeting to explore options for sustainable design and to what extent sustainable strategies will be incorporated into the project. The option of LEED Certification will also be discussed. • Acquire site analysis information from the Village and identify additional site analysis information that needs to be acquired. • Perform a review of the zoning ordinance to establish site planning parameters. • Prepare program relationship diagrams to document critical adjacencies for building planning. • Establish preliminary security and technology protocols and concept. • Prepare conceptual site layout plans identifying site access, building location, parking and other key site features. • Develop a detailed Project Plan, which will include schedule information for all of the design phases to be completed under this proposal. • Develop an order of magnitude construction cost estimate for the project as documented. Schematic Design Phase Based on the approved Concept Design, and mutually agreed upon schedule and construction budget requirements, we will prepare Schematic Design Documents illustrating the scale and relationship of project components. Work scope and deliverables for this phase of the project will include: • Explore the three - dimensional massing of the building and overall building scale including relationship to site. • Complete a building code review to establish the code parameters that will shape the design and conduct a review meeting with your building department and consulting reviewer. Mr. Gary Holmes Village of Lemont Page 4 December 5, 2006 • Prepare schematic site plan showing building location and all key site features. • Prepare principal floor plan(s) with overall dimensions. • Preliminary building exterior elevations / descriptive building views. • Prepare basic building section(s). • Prepare a space program analysis comparing program spaces to schematic plan. • Develop schematic security and technology floor plan and narrative of systems. • Prepare a preliminary landscape plan. • Evaluate structural, mechanical electrical, plumbing (MEP) and fire protection (FP) systems to be used. • Prepare a project design narrative outlining the building design, materials, and systems. • Prepare preliminary estimate of construction cost. Design Development Phase Based on the approved Schematic Design Documents and any adjustments authorized by the Village in the program, schedule or construction budget, we will prepare Design Development Documents for approval by the Village. Such documents will consist of drawings and other documents to fix and describe the character of the project as to architectural, structural, civil, and mechanical, electrical and plumbing systems, materials and such other elements as may be appropriate. Typical deliverables for this phase of the project will include: • Updated design narrative • Architectural site plan. • Updated building floor plan(s). • Exterior Elevations of all building elevations showing material designations. • Building section(s) showing all building height elements. • Exterior wall section(s) to define materials and heights. • Updated Structural Design Narrative • Structural design development drawings indicating structural systems for foundation, floor and roof framing. • MEP & FP design narrative. • MEP & FP preliminary sizing of major equipment. • MEP & FP preliminary sizing for utility services. • One -line diagrams of primary MEP & FP systems. • Security and technology device location plan and diagrams to document the design concept including systems selections. • Outline of material and finish selections for all major building materials and finishes. • Outline specification / scope narrative fixing the design of all building elements. • Prepare preliminary civil engineering plans to identify spot grading, utility routing and site geometrics. Mr. Gary Holmes Village of Lemont Page 5 December 5, 2006 • Preliminary landscape plan. • Prepare a Guaranteed Maximum Construction Cost (GMAX) estimate based on the design development documents. Optional Additional Services 1. Expanded Sustainable Design Study If after the sustainable design meeting in the conceptual design phase, the Village chooses to incorporate a greater level of sustainable design into the project with a potential for pursuing LEED Certification, Wight would conduct the following additional services: a. Analyze relevant sustainable design options desired by the Village and provide a narrative for implementation of those options. b. Further refine sustainable design options approved by the Village and outline the cost benefit for the selected options. c. Incorporation of sustainable design elements for the options approved by the Village. 2. Asbestos Survey of Existing Building Survey the existing building to evaluate the presence of asbestos containing materials, which will be required for future demolition of the building. 3. Preliminary Environmental Analysis Conduct an analysis to identify the potential environmental concerns on the site in order to set a direction for how to manage /overcome potential environmental issues. 4. Preparation of Building Renderings and Referendum Support Materials During the design development phase of the project, building exterior renderings can be produced to give a greater understanding of the proposed appearance and aesthetic of the building. These renderings are often very helpful in conveying the imagery to the public to gain support for a new facility. The exact scope and quantity of renderings and referendum support materials can be determined at a later date as necessary. Organization Mr. Jason Dwyer will be our Principal in Charge for the project. Mr. Dwyer served as the Project Manager for the Space Needs Analysis completed in 2004. Mr. Dwyer will be supported by Wight architectural and civil engineering resources as well as Cliff Wilson of Wilson Estes and our MEP and structural engineering consultants. SCHEDULE Based on our experience with these types of projects, we would anticipate a project time frame of 4 to 5 months. During the upfront alignment meeting, we will present for discussion a milestone schedule for your concurrence. The schedule will include proposed meeting dates. We will modify this schedule, if required, after the Mr. Gary Holmes Village of Lemont Page 6 December 5, 2006 alignment meeting. Following is a preliminary estimate of the duration of each project phase: Phase Time Frame Program Verification 2 Weeks Concept Design 3 weeks Schematic Design Phase 4 to 6 weeks Design Development Phase 6 to 8weeks GMAX Preparation 2 Weeks These time frames assume that each phase begins directly after the preceding phase is completed and is contingent on the availability of the stakeholders for meetings and progress reviews. COMPENSATION We propose to complete the work defined in this Contractual Agreement excluding the optional additional services for a fixed fee of $192,000. As we have previously discussed Wight will extend a credit of $10,000 which will result in a contracted fixed fee of One Hundred Eighty Two Thousand and 00 /100 Dollars ($182,000). Wight St Company recommends that an additional Thirteen Thousand Dollars ($13,000.00) be budgeted for reimbursable expenses to be billed at direct cost. The following is a list of reimbursable expenses: 1. CAD plots, printing, color reproductions, and delivery costs of drawings and reports. 2. Supplies, materials, and costs related to specific reports and presentations. 3. Travel expenses at cost. 4. Geotechnical Site Report (Soil Borings) — Budgeted at $7,500. Optional Additional Services fees would be fixed fees as follows: Service Fees 1) Expanded Sustainable Design Study TBD upon scope review 2) Asbestos Survey of Existing Building $1,000. 3) Preliminary Environmental Analysis $2,000. 4) Preparation of Building Renderings and Referendum Support Materials TBD upon scope review Wight would invoice the Village on a monthly basis, based on the percentage of work completed. Payment will be due in Net 30 days for the first $50,000 in fee billings during the Village's current fiscal year. Remaining payments due are to be made at the Village's first check run in May of 2007. Mr. Gary Holmes Village of Lemont Page 7 December 5, 2006 CONTRACTUAL TERMS AND CONDITIONS Wight proposes to perform the scope of services detailed in this Contractual Agreement under the terms and conditions of the AIA Document 8151.1997, which is incorporated by reference. In case of a conflict between this proposal and the terms and conditions contained in the referenced AIA contract the terms and conditions of this Contractual Agreement shall apply. If you are in agreement with the terms of this Contractual Agreement and wish us to begin our work, please signify your acceptance by signing in the spaces provided below and return one copy to us for our files. We would like to thank you and the Village of Lemont for giving us the opportunity to continue as your partner on this challenging and exciting project. We look forward to its successful completion. If you have any questions, please do not hesitate to contact Steve Collins at (630) 739 -6703. Sincerely, WIGHT & COMPANY i Stephen J/Collins I Director,(Public Sector attachment: AIA Document B151 — 1997 Approved: Approved Optional Services: Jason P. Dwyer Principal in Charge Village of Lemont Date Village of Lemont Date Please check Additional Services that are approved ❑ 1) Expanded Sustainable Design Study ❑ 2) Asbestos Survey of the Existing Building ❑ 3) Preliminary Environmental Analysis ❑ 4) Preparation of Building Renderings & Referendum Support Materials Qe� AIA Document B151"M —1997 Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Eleventh day of December in the year Two Thousand Six (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) Village of Lemont 418 Main Street Lemont, IL 60439 Telephone Number: 630.257.1590 Fax Number: 630.257.1598 and the Architect: (Name, address and other information) Wight & Company 2500 North Frontage Road Darien, IL 60561 Telephone Number: 630.969.7000 Fax Number: 630.969.7979 For the following Project: (Include detailed description of Project) Village of Lemont New Police Station See Contractual Agreement dated December 5, 2006 attached as part of Article 12 for detailed project description. The Owner and Architect agree as follows. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document 8151 TM -1997. Copyright t 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA'r Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) ARTICLE 1 ARCHITECT'S RESPONSIBILITIES § 1.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Articles 2, 3 and 12. § 1.2 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 may be adjusted as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. § 1.3 The Architect shall designate a representative authorized to act on behalf of the Architect with respect to the Project. § 1.4 The services covered by this Agreement are subject to the time limitations contained in Section 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES § 2.1 DEFINITION The Architect's Basic Services consist of those described in Sections 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal civil, structural, mechaaisaimechanical, electrical, plumbing and electrical fire protection engineering services. Services shall also include preliminary landscape, technology and security consulting services as defined in the Contractual Agreement dated December 5 2006 attached as part of Article 12. § 2.2 SCHEMATIC DESIGN PHASE § 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. § 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Section 5.2.1. § 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. § 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. § 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. § 2.3 DESIGN DEVELOPMENT PHASE § 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. § 2.3.2 The Architect shall AIA Document B151 *e -1997. Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA°j Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' D Document. or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) be through the Architect. AIA Document B151*" —1997. Copyright CO 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any 3 portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not tor resale. User Notes: (1816026339) a guaranteed maximum representatien-to the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract expressed by the Architect. construction the Contract Sum.cost estimate. such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance or s parat c ntract rs, whil all wing sufficient tim in th Ar kite is pr fossi nal judgment t permit adcquat equipment are specifically required of the Contractor by the Contract D cuments, the Architect shall specify pF8455ieli818: § 2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with supporting th W rk n t involving an adjustln nt in the C atract Sum r an cxteasi n f the Contract Timo whi h aro • • . • AIA Document 81517m -1997. Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA1' portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.10002367501 which expires on 6/1/2007, and is not for resale User Notes: WARNING: This AIA`` Document, or any 4 law. This document (1816026339) ARTICLE 3 ADDITIONAL SERVICES § 3.1 GENERAL § 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services. If the Owner deems that such services described under Section 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services. this -Agreement, § 3.3 CONTINGENT ADDITIONAL SERVICES § 3.3.1 Making revisions in drawings, specifications or other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's failure to render decisions in a timely manner. AIA Document B151 —1997. Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) § 3.3.2 Providing services required because of significant changes in the Project including, but not Limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Section 5.2.5. § 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. § 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. § 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. § 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. § 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. § 3.3.8 Providing services in connection with a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto. § 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase. § 3.4 OPTIONAL ADDITIONAL SERVICES § 3.4.2 Providing financial feasibility or other special studies. § 3.4.3 Providing planning surveys, site evaluations or comparative studies of prospective sites. § 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. § 3.4.5 Providing services relative to future facilities, systems and equipment. § 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. § 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. § 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. § 3.4.9 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. § 3.4.10 Providing detailed estimates of Construction Cost.Cost Except as defined in the Contractual Agreement dated December 5, 2006 attached as part of Article 12. § 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. § 3.4.12 Providing analyses of owning and operating costs. § 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, fumishings and related equipment. AIA Document B151,u —1997. Copyright CO 1974, 1976, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAa Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No. 1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) § 3.4.14 Providing services for planning tenant or rental spaces. § 3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. § 3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the Architect. § 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. § 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work. § 3.4.19 Providing services of specialty consultants for services other than those defined in the Project d- Contractual Agreement dated December 5. 2006 attached as a -part of Basic Scrviccc.Article 12. § 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. 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 lien rights. It is understood that the Architect will work with the Owner in Verification of the Owner's Program as defined in the Contractual Agreement dated December 5. 2006 attached as part of Article 12. § 4.2 The Owner shall establish and periodically update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. § 4.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such 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. § 4.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, 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 buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 4.5 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. The Architect shall assist the Owner in procurement of Geotechnical Engineering Services. § 4.6 The Owner shall furnish the services of consultants other than those designated in Section 4.5 when such services are requested by the Architect and are reasonably required by the scope of the Project. AIA Document B151TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA4 Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) § 4.7 The Owner shall furnish structural, mechanical, and chemical tests; tests for air and water pollution; tests for hazardous materials; and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. § 4.8 The Owner shall furnish all legal, accounting and insurance services that may be necessary at any time for the Project to meet the Owner's needs and interests. Such services shall include auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. § 4.9 The services, information, surveys and reports required by Sections 4.4 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. § 4.10 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. ARTICLE 5 CONSTRUCTION COST § 5.1 DEFINITION § 5.1.1 The Construction Cost shall 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. § 5.1.2 The Construction Cost shall 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 Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. § 5.1.3 Construction Cost 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 as provided in Article 4. § 5.2 RESPONSIBILITY FOR CONSTRUCTION COST December 5, 2006 attached as part of Article 12. See Contractual Agreement dated reflect changes in the general level of prices in the construction industry. AIA Document B151 ^" —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) 4 cooperate in revising the Project-coops and quality as required to reduce the Construction -Cast; Owner shall be the limit of the Architect's responsibility under this Section 5.2.5. The Architect shall be entitled to commenced. ARTICLE 6 USE OF ARCHITECT'S INSTRUMENTS OF SERVICE § 6.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. § 6.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control. if and upon the date the Architect is adjudged in default of this Agreement, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. § 6.3 Except for the licenses granted in Section 6.2, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub - subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by license granted in Section 6.2. 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 publication in derogation of the reserved rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments of Service for future additions or alterations to this Project or for other projects, unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. § 6.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. ARTICLE 7 DISPUTE RESOLUTION § 7.1 MEDIATION § 7.1.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration 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 in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration. AIA Document B151 761 -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA`'" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) § 7.1.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American 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. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 7.1.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 7.2 ARBITRATION § 7.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with Section 7.1. § 7.2.2 Claims, disputes and other matters in question between the parties that are not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. § 7.2.3 A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. § 7.2.4 No arbitration arising out of or relating to this Agreement shall include, by consolidation or joinder or in any other manner, an additional person or entity not a party to this Agreement, except by written consent containing a specific reference to this Agreement and signed by the Owner, Architect, and any other person or entity sought to be joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent or with a person or entity not named or described therein. 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 any court having jurisdiction thereof. § 7.2.5 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 7.3 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 8. ARTICLE 8 TERMINATION OR SUSPENSION § 8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect AIA Document B151 T" — 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA "' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) 10 shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 6.3 If the Project is suspended or the Architect'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. § 8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 8.5 This Agreement may be terminated by the Owner upon not Tess than seven days' written notice to the Architect for the Owner's convenience and without cause. § 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 due and all Termination Expenses as defined in Section 8.7. § 8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unless otherwise provided in Article 12. § 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. § 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. § 9.4 To the extent damages are covered by property insurance during construction, the Owner and 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 AIA 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 contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an 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 facilitate such assignment. § 9.6 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. AIA Document 131517m — 1997. Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) 11 § 9.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. § 9.9 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 9.10 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. ARTICLE 10 PAYMENTS TO THE ARCHITECT § 10.1 GENERAL General payment terms and conditions shall be as defined in the Contractual Agreement dated December 5, 2006 attached as part of Article 12. Ser -vice; other similar direct Projoct related expenditures. h phase of service, on the basis set forth in Section 11.2.2. AIA Document 8151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. Document is protected by US. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the was produced by AIA software at 08:18:56 on 12/05/2006 under Order No. 1000236750_1 which expires on 6/1/2007, and is not for resale User Notes: WARNING: This AIA' Document, or any 12 law. This document (1816026339) § 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. § 10.5 PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. § 10.6 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: Based on the amount defined in the Contractual Agreement dated December 5.2006 attached as part of Article 12. Bidding er Nego ation Prow. pefeefit—E pereent—E pereent4 peFeeilt—( pereent4 § 11.3 COMPENSATION FOR ADDITIONAL SERVICES sefltputed- as€ellews: percent -4 -10000 § 11.3.2 For Additional Services of the Architect, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Section 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply, if necessary.) Compensation shall be based on a negotiated and mutually agreeable basis. AIA Document 9151 TM -1997. Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any 13 portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18:56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) M Services, a multiple of ( ) times the amounts billed to the Architect for such services. {Identify specific types of consultants in Article 12, if required.) § 11.4 REIMBURSABLE EXPENSES For Reimbursable Expenses, shall be defined and paid as described defined in included -in -the Contractual Agreement dated December 5, 2006 attached as part of Article 12 as- Reiruburealele Expenses, a multiple of ( ) times the expeuces incurred by for the Architect, the Architect's employees and consultants directly related to the Project. (Insert rate of interest agreed upon.) ,'alary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) See attached Exhibit - Contractual Agreement dated December 5, 2006 for additional terms conditions and services included in this agreement. This Agreement entered into as of the day and year first written above. OWNER (Signature) Richard A. Carlson AIA LEE President, Architecture (Printed name and title) (Printed name and title) AIA Document 8151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlAe Document, or any portion of it, may result in severe civil and criminal penalties. and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:18;56 on 12/05/2006 under Order No.1000236750_1 which expires on 6/1/2007, and is not for resale. User Notes: (1816026339) 14