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R-61-07 Authorizing Village Administrator to Execute Contract w/ Wight & CompanyRESOLUTION - b 1 - b• A RESOLUTION AUTHORIZING THE VILLAGE ADMINISTRATOR TO EXECUTE A CONTRACT FOR PROFESSIONAL DESIGN SERVICES WITH WIGHT & COMPANY NOW, THEREFORE BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont that: SECTION 1: That the Village Administrator is authorized to execute the AIA Contract for Professional design services with Wight & Company hereto attached as Exhibit A. SECTION 2: Effective Date: This Resolution shall be in full force and effect from and after its passage, approval and publication in the manner provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, CO 1 K, WILL AND DU PAGE COUNTIES ILLINOIS on this 21 Day of i • , 2007. Debby Blatzer Peter Coules Clifford Miklos Brian Reaves Ronald Stapleton Jeanette Virgilio Attest: ES NAYS PASSED ABSENT JO AZZA, Villag ident CHARLENE SMOLLEN, Village Clerk Wight October 2, 2007 Mr. Gary Holmes Village Administrator Village of Lemont 418 Main Street Lemont, IL 60439 Subject: New Police Station Professional Design Services AMENDMENTS TO 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 Consistent with our prior agreement to finalize professional services fees and modify our original contractual agreement at the completion of the schematic design phase we are proposing this contract amendment. The details are consistent with the terms we discussed at our meeting on August 15, 2007. This contract amendment is proposed as a modification to the prior written agreement dated December 5, 2006 and signed by you on behalf of the Village on December 12, 2006. Since that time the project has been slightly redefined and those changes are reflected in the project understanding section that follows and the scope of services have been expanded to include construction documents, bidding and construction administration services which are defined in the scope of services section. This proposal is presented in five parts: • PROJECT UNDERSTANDING • SCOPE OF SERVICES • SCHEDULE • COMPENSATION • CONTRACTUAL TERMS AND CONDITIONS PROJECT UNDERSTANDING Based on the Schematic Design Report dated July 12, 2007, there have been some adjustments to the project which will now serve as the direction forward for the subsequent design phases. The project is currently planned to be approximately Mr. Gary Holmes Village of Lemont Page 2of4 October 2, 2007 29,000 gross square feet (22,000 square feet on the 1 floor and 7,000 square feet in the basement). The site design will include the use of permeable pavers in the parking areas, and will include the design of a shared access drive from 127th Street to be used by the Village of Lemont and St. Matthew's for their future church development. The project now also includes the design and permitting of a shared regional detention facility that will serve the Village of Lemont for the new Police Facility and for the future St. Matthew's church development. There will be significant need to coordinate with St. Matthew's and to acquire their design information to properly size, locate and design the regional detention basin. SCOPE OF SERVICES Wight will provide architectural, civil, structural, MEP /FP engineering, and security system design services from program verification through the completion of construction documents. Program Verification, Conceptual Design, Schematic Design and Design Development services shall be as previously defined in the December 5, 2006 agreement as applied to the new understanding of the project. Construction Documentation services for use in acquiring permits, bidding and constructing the building are now included as part of our scope of services and shall be consistent with the standard definition of these services defined in the AIA Document B151 -1997. Bidding and Construction Administration services are not included in this agreement, but will be required at a later date to complete the project. Wight will be coordinating the design of security systems in the facility including access control, CCTV, and audio and video monitoring. It was agreed that Wight would provide data network infrastructure and conduit / raceway system for computer networking and coordinate with the Village's staff and personnel in their specification of wiring and equipment such as routers, hubs and computers which are outside of Wight's scope. Additional Services Available Upon Request The following services have currently been determined to not be part of Wight's scope of work, but can be provided as an additional service at a negotiated compensation value if deemed necessary. 1. Demolition permit documents 2. Coordination of move & temporary space planning 3. Design of Furniture, Fixtures and Equipment (including computers and network equipment) 4. Traffic studies 5. Design of Improvements to 127'" Street beyond curb cut / drive access. 6. Design of specialty sustainable design features beyond permeable pavement. 7. Network / Technology Equipment Design. Mr. Gary Holmes Village of Lemont Page 3 of 4 October 2, 2007 SCHEDULE We propose to proceed on the schedule that we have been representing in our project meetings with a target for completion of Construction Documents in the later part of December 2007 in order to bid and plan for a construction start in the Spring of 2008. These time frames assume continued coordination of all stakeholders' schedules and availability for meetings and timely decision making. We are proposing to begin the construction documents phase after the presentation of the GMAX pricing. COMPENSATION We propose to complete the work defined in this Contractual Agreement for a fixed fee of Four Hundred Eighty Five Thousand and 00/100 Dollars ($485,000) which includes the previously agreed upon full credit of $25,000. Wight & Company recommends the reimbursable expense budget be increased to Thirty Seven Thousand Dollars ($37,000.00) for reimbursable expenses to be billed at direct cost. Any unused reimbursable expense budget at the conclusion of the project will not be billed and will revert back to the Village of Lemont. 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) 5. As -Built Surveying of the final site improvements for permitting approval. As our original contract value for professional services fees was for $185,000 with a $13,000 reimbursable budget, the proposed total fee represents a contract increase of $300,000 for professional fees and 24,000 for reimbursable budget for a total contract increase of $324,000. Wight will invoice the Village on a monthly basis, based on the percentage of work completed. Payment will be due in Net 30 days. CONTRACTUAL TERMS AND CONDITIONS Wight proposes to perform the scope of services detailed in the original Contractual Agreement dated December 5, 2006 and this Amendment to the Contractual Agreement under the terms and conditions of the AIA Document B151 -1997, which is incorporated by reference. In case of a conflict between the Amendment, the original Contractual Agreement and the terms and conditions contained in the Mr. Gary Holmes Village of Lemont Page 4 of 4 October 2, 2007 referenced AIA Document, the terms and conditions of this Contractual Agreement shall apply. If you are in agreement with the terms of this Amendment to Contractual Agreement and wish us to continue with 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 Jason Dwyer at (630) 739 -6921. Sincerely, WI T & COMPANY Jason P. Dwyer Principal in Charge attachment: Revised AIA Document B151 — 1997 Approved: A A ® ... Document B151TM —1997 Abbreviated Standard Form of Agreement Between Owner and Architect 1 AGREEMENT made as of the Second day of October in the year Two Thousand Seven (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 Police Station Village of Lemont New Police Station See Contractual Agreement dated December 5 2006 and Amendments to Contractual Agreement dated October 2, 2007 attached as an exhibit 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 ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This .A €A'` Docurnem is, protected by U.S. Copyright Law and Internatianrxi Treaties, Unauthorized reproduction or d3str Ibutkorm of this AlA'" Document, or any portion of 11, may result in severe clot/ and clern4lat peneities-, and wili he pouted to the maximurn extent possible under the Saw. This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) • 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 structural, mechanical and electrical engineering services. § 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 advise the Owner of any adjustments to the preliminary estimate of Construction Cost. § 2.4 CONSTRUCTION DOCUMENTS PHASE § 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. § 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner and Contractor. AIA Document 8151 TM —1997. Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNlfG: This Aie Docurneru is protected by U.S. Copy;ich• Law and';nterr:faliaszsi Treeiles, Umau horized reproducliot or distributlor: of thls AIA Document, or any ;anr.i,t of it., may re uR to severe: dv:; and crirmi rai ponafes, and wUi he prc eeeured to the maximum extent pnssihte t.nder the law. This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No. 1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) § 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. § 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. al-BIDDING-OR-NEGOTIATION-PHASE — • A- • : • : : . : e • - • e: --- • • _ - • - : • I. WW :A a At - • w he4hFeugh4he-i4-ehiteet, AIA Document B151 TM — 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 inlernatichei Treaties. Unauthortaed reproduction or distribution tO this AA Document, or arty 3 portion of ft, may resuit in severe eiva end eriminei penalties, see will he prosecuted to The maximum ey,tent possible under the taw. This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1098272714) eineunts-, the-Centfaet-Silin pfefesiefrais, AIA Document B151 - 1997. Copyright CC 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. Doc:new-hi l proteNed by U.S. Copyright Low and inle4-nvtional Treaties. Unauthorized reproduction or .ftelbution (s this Me mlion of may result in severe chrii and crinThlai penriWee and ',MP be prosecuted 1-.c. the maximum extent possk:qc Under was produced by AIA software at 11:39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for rasa User Notes: WARNING: nee Ale- Elec.ueleay., or any law. This document le. (1096272714) ti^od faith. 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; 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 B1511" —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. Copyrig ht Law and internationai Treaties. iinsuthocixed reproduction or ddstribution of Phis A A Document, of any portion of it, may resu#i in s€:vere , ^,d0 and caimMae peraaitles, and wits he prosecuted to the maximum exZent passihte un;Sar dhe tats. This document was produced by AIA software at 11'39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) § 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 52.5. §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. § 3.14 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. § 13.5 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 § 3.4.1 Providing analyses of the Owner's needs and programming the requirements of the Project. § 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. Except as defined in the Contractual Agreement dated December 5, 2006 and Amendments to Contractual Agreement dated October 2, 2007 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. AIA Document 8151," —1997. Copyright ®1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. V4ARNtNG: This AA" Document is protected by U.S. Copy; iont Law and internatfanai Treader Unauthorized reproduction or distribution o' Mid AtA'` Document, or any {a,rthw of it, may resuli in severe rfvi...,ad cr=.manizi pena:fien. and viiiii be prosecuted Id €he Maximum extent pos:tibte under the Eew, This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) § 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. § 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 o .specialty consultants services other than those defined in the Contractual Agreement dated December 5, 2006 and Amendments to Contractual Agreement dated October 2, 2007 attached as part of 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 and Amendments to Contractual Agreement dated October 2, 2007 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. AIA Document B151 TM —1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This ,:,lA Down:ern 15 Knetected by Ult. Capynent Law ane O tenia:lean; Treaties. Unanthorired reproduction or distribution of 1h1s AIAa Decurrernt, or any por €ion o1lt, may. r s ufi In severs pion and criennet peranties, and win he prosecuted to the maximum extent posstkrie under the low. This document was produced by AIA software at 11:39:08 on 1 0/02/2007 under Order No. 1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) § 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. §'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 § 5.2.1 Evaluations of the Owner's Project budget, the preliminary estimate of Construction Cost and detailed estimates of Construction Cost, if any prepared by the Architect, represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. § 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the Construction Cost to the fixed limit. Fixed limits, if any shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. §`5.2.3 if the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry. AIA Document B151T'" —1997. Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WAnNtNQ'.. This A €A DOCVMere] is nwotecled by U.S. Copyright Law and internaiional Treaties, ? ir.arsthsrtz_ed reproduction or disc bui an o/ this Ale" Docurnenk. or any portion of it, may result in severe cau16 aid crimtan penalties, and wfli be prosecuted to the maximum extent. possftrfe under the. [zrw. This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) § 5.2.4 If a fixed limit of Construction Cost (adjusted as provided in Section 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: 1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 8.5; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. §.5.2.5 If the Owner chooses to proceed under Section 5.2.4.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of such documents without cost to the Owner shall be the limit of the Architect's responsibility under this Section 5.2.5. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is 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 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 AIA Document 51517," —1997. Copyright 01974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. ifOARNING: This AA' Documon; is aroteMed by U.S. Cc purig =rt Law and iniarnattoras3 Treaties. Unauthorized ruproduc ion or dish €butter cP this A€e r.3ocklment, or any portion Wit, may result i ^, saver) csvi and crirrns i per3tiaes, and wil; he prouectated to the maximum extent tAnth,r the This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) 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. § 7.12 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 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. AIA Document B151 TM —1997. Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This A[, Document Is protecmcf by U.S. Caper €ghf Law and Eniaanationaf Treolies. Unauthorized raproductkon o distribu a of this AA Document, or any portion of ft, may €esak! Era severe. ci,A and odmfrafff penati e: ancS wtfk be prosecuted le the maximum erlent ponstbk: Bander the few. This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No. 1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) 10 § 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. §&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 less 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. § 93 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. AIA Document B151 TM —1997. Copyright ® 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This A €A" Documern is protected by U.S„ Copyria e+ t.aw and en ik n , Trentbe. - Unauthorized reproduction or dtsiribubicn ai this AEA Dorumeni, or any p ;riiors a? it, may restart €r sevem cniffl and ctim rnai pert•tlleFa, and will he prosecuted to the maximum exient possible under the rata. This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No. 1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) 11 § 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. § 9.$ 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 DIRECT PERSONNEL .EXPENSE .GENERAL Payment terms and conditions including reimbursable expenses shall be as defined in the Contractual Agreement dated December 5 2006 and Amendments to Contractual Agreement dated October 2 2007 attached as part of Article 12. 6 cxpon e of profei.Sional liability insurance dedicated exclusively to this Project or the expense of reimbursable expenses as designated in Article 12; other similar direct Project related expenditures. § 10.3.3 If and to the extent that the time initially established in Section 11.5.1 of this Agreement is exceeded or Lim shall b computed in the manner set forth in Section 11.3.2. AM Document 13151 TM - 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARi~ifttG: This A[A‘'. Document is prrat c #ed by LI,S, copyright Law and itatrrrn.aticn. i Treaties, Unauthorized reproduction or distriiaulien of this AM' Doou€neni, or any poi Son of it, may resin €t it severe Civ ; and crir;nat penalties, and x W be prosecuted 10 the maximum extent possibte under the This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) 12 1 • • • : — : - : - : • - - • . • • : • : 1.• : - . the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent • §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 and Amendments to Contractual Agreement dated October 2, 2007 attached as part of Article 12. § 11.1 An Initial Payment of ($ ) shall be made upon execution of this Agreement and credited to the Owner' fteeetint-at-finalittayment, §-1L2-BASIC-COMPENSATION § 11.21 For Basic Services, as described in Article 2, and any other services included in Article 12 as part of Basic Schematic Design Phafx: Design-l)evelopinent-Phase÷ • Bidximg Contmetien--Phaset : - • . - •- : : : : : pereent--( %) percent ( percent ( fie) pere-ent—( R'f4 pereent—( R1,54 Total-Baig-compensatien one-hundred percent ( 400,90 § 11.3 COMPENSATION FOR ADDITIONAL SERVICES § 11.3.1 For Project Representation Beyond Basic Services, as described in Section 3.2, compensation shall be computed as follows: Compensation shall be based on a negotiated and mutually agreeable basis. AIA Document B151 T!" — 1997. Copyright 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING. This MA"' rif.):11Men! s protectod by U.S. Copy:apt Law and !i-Mamallanai Imatfes. La:au/ha:1nd caproduciion or 6atribut!an at this Pae Document. or any poraan may result m severe eavi€ and maminaa penalaes, ana & be przmeavied to the i:mximum exten passible under the !ow. This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) 13 § 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 far 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. § 11.3.3 For Additional Services of Consultants, including additional structural, mechanical and electrical engineering services and those provided under Section 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of ( ) times the amounts billed to the Architect for such eervices.compensation shall be computed as follows: (Identify specific types of consultants in Article 12, if required.) Compensation shall be based on a negotiated and mutually agreeable basis. § 11.4REIMBURSABLE EXPENSES For Reimbursable Expenses, as described in Section 10.2, and any other items included in Article 12 as shall be defined and paid as defined in the Contractual Agreement dated December 5, 2006 and Amendments to Contractual Agreement dated October 2, 2007 attached as Dart of Article 12 for the Architect's employees and consultants directly related to the Project compensated as provided in Sections 10.3.3 and 11.3.2. § 11.5.2 Payments are due and payable ( ) days from the date of the Architect's invoice. Amounts unpaid ( ) days after the invoice date shall bear interest at the rate entered below, or in the abacnce thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) salary 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 and Amendments to Contractual Agreement dated October 2. 2007 for additional terms, conditions and services included in this agreement. AIA Document 8151 TM - 1997. Copyright m 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This A9A Document is pvoter;taxd by U.S. Copyright Lew and InterPol'son& Tre rl es. Unauthorized reproduction or dtsiribution of Ws A1A,a Docureare, or eny pottier: os if, rm y res18 i €; severer e4w/ and crim'sna per:Miles, and writ be prr sw:Wee vo the 711axlmcsrn eytent possible under :he law. This document was produced by AIA software at 1139:08 on 10/02/2007 under Order No. 1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) 14 This Agreement entered into as of the day and year first written above. OWNER (Signature) (Signature) I 6 '141 /At' teS) //11,e- lkAtt / 1/. iree" Richard A. Carlson, AIA, LEED AP President, Architecture (Printed n7ne and title) (Printed name and title) AIA Document B1517," — 1997. Copyright ID 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Aie Samuel:at s proteomd b' U.S. Copyright. Law and INIermationsi Trealios. Unauthorized reproduchon distribulton & this Aie DocumenI, or any peulho of it, may resuit in severs chili and crirrithai penaltie., am/ wiil he prnseouted to the maximum extent passible Linder Ihe iaw. This document was produced by AIA software at 11:39:08 on 10/02/2007 under Order No.1000302147_1 which expires on 5/14/2008, and is not for resale. User Notes: (1096272714) 15