HomeMy WebLinkAboutR-2011-100 Approval of Proposal by Briarcliff Realty Company for Additional Development Services (Amended) RESOLUTION NO. R-2011-700
A RESOLUTION ACCEPTING AND APPROVING A PROPOSAL SUBMITTED BY BRIARCLIFF
REALTY COMPANY FOR ADDITIONAL DEVELOPMENT SERVICES IN AN AMOUNT NOT TO
EXCEED $52,100
WHEREAS, Briarcliff Realty Company (the "Developer") has submitted its proposal to
provide additional services by the Developer to the City; and
WHEREAS, the City and the Developer have reached an agreement concerning the
provision of services as an independent contractor and team, as designated in Exhibit A; and
WHEREAS, the Board of Aldermen have determined it is in the best interest of the City to
accept approval of the proposal and scope of serviced to be performed by Developer in substantially
the same form as attached hereto as Exhibit A;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Aldermen of the City of Riverside,
Missouri, as follows:
THAT the proposal submitted by Briarcliff Realty Company in substantially the same form
attached hereto as Exhibit "A", is hereby authorized and accepted in an amount not to exceed
$87,682.00;
FURTHER THAT the Mayor, the City Administrator, the City Attorney and other appropriate
City officials are hereby authorized to take any and all actions as may be deemed necessary or
convenient to carry out and comply with the intent of this Resolution and to execute and deliver for
and on behalf of the City all certificates, instruments, agreements and other documents as may be
necessary or convenient to perform all matters herein authorized.
PASSED AND ADOPTED by the Board of Aldermen and APPROVED by the Mayor of the
City of Riverside, Missouri, the 6` day of December, 2011.
�
�
Mayor Kathleen L. Ros
ATTEST.
��
Robira Littrell, 'ity Clerk
Approved o Form:
T mpso , City Attorney
Briarcliff Realty Company
� i 4151 N Mulberry Drive, Sle 205
B R I A RC L I F F Kansas City, MO 64716
R[ALTY COMP ANY 816741.85ao Main
-._......-�.., .,..___ Bt6.746.5138Fax
October 6, 2011
City of Riverside
David Blackburn
City Administrator
Re: Development Plan Proposal Riverside Horizon's (West & South Property)
Dear Board of Aldermen:
We have prepared a proposal for development planning & engineering efforts for the Riverside
Horizon's property. The goal of this effort is to develop a comprehensive development plan that should
help guide the long term development of this important asset for Riverside.
The primary advantages and product of the investment in the master planning process include
the following:
1. A conceptual depicted development plan for all property to the west of Norizon's
Parkway and South of I-635 to guide the development pattern of this property
a. Industrial to the North
b. Retail to the South of 635
c. Special/Use/Mixed Use to the Southwest (but north of 635)
2. Implements a master road plan for the area so that the roads can be developed with
consideration of their long term usages giving maximum flexibility to the site.
3. A guide and overall plan to handle the storm water detention for the entire area to
ensure that the entire site works, flows and meets the long term requirements of apx
23,086,800 cubic feet of detention/storage on the west side
4. Assist in economic development efforts so we can respond more quickly to the market
and maximize the potential and value of all of the City's ground.
5. Assist in the long term budgeting plan to understand the total potential economic tax
base that can be developed as part of Horizons
6. Ensure the consistency of the development through the entire area so that the entire
project feels as'one projecY.
7. Understand and deal with all levy requirements and incorporate those requirements
into the ultimate master plan.
8. Assist in marketing the site to end users so they can see the total vision for the site.
9. Alternate proposal to provide topographical data
The master planning process would be lead by eriarcliff Realty as part of our most recent
amendment to our development agreement, no additional charge from Realty. We have solicited
proposals from the following consul[ants to bring together a team of experts to assist in the
development of the master planning.
Team would include:
Riverside Staff & Elected Officials
Briarcliff Realty Staff
Olsson & Associates (Civil Engineering, Support & Site Due Diligence) $7,800
-Easements, Site Utilities, Parking, Traffic, Levee, Stormwater, Access)
Nearing Staats Prelogar & Jones Architects $15,000 -$20,000
-Finalplan, mixed use concept
Finkle W iilia ms Architects $15,000
-Industriai Design, infrastructure, layouts & road design
Klover Architects
-Retail Design, infrastructure, layout $9,300
Total Investment: $52,100
Optional Additional Services
Olsson & Associates (Aerial Topogrephical Survey) $35,582
Total lnvestment with Optional Services: $87,682
We look forward to the opportunity to continue to work with [he Ci[y of Riverside on this
exciting planning process.
Acceptance:
<—''` C/ ---"'"� _ _ �
�_.
Nathaniel Hage orn vid Blackburn
President /� City Administrator
Briarcliff Realty, lLC /� City of Riverside
4151 N. Mulberry Drive, Suite 205 2950 NW Vivion Road
Kansas City, Missouri 64116 Riverside, Missouri 64150
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C�.O LSSO N ,; _ _ _ __ ___ __ -- -
ASSOCIATES ' � "—
LETTER AGREEMENT FOR
PROFESSIONAL SERVICES
October 4, 2011
Briarcliff Development Company
Attention: Nathaniel Hagedorn
4151 N Mulberry Drive, Suite 205
Kansas City, Missouri 64116
Re: AGREEMENT FOR PROFESSIONAL SERVICES
Horizons West "Project"
Riverside, Missouri
Dear Mr. Hagedorn:
It is our understanding that Briarcliff Development Company ("Client') requests Olsson
Associates ("Olsson") to perform the following services pursuant to the terms of this Letter
Agreement for Professional Services, any signed Master Agreement, Olsson's General
Provisions and any exhibits attached thereto (hereinafter "the Agreement") for the Project.
1. Olsson has acquainted itself with the information provided by Client relative to the
Project and based upon such information offers to provide the services described below
for the Project. Client warrants that it is either the legal owner of the property to be
improved by this Project or that Client is acting as the duly authorized agent of the legal
owner of such property. Client acknowledges that it has reviewed the General
Provisions (and any exhibits attached thereto), which are expressly made a part of and
incorporated into the Agreement by this reference. In the event of any conflict or
inconsistency between this Letter Agreement, any Master Agreement and/or the General
Provisions regarding the services to be performed by Olsson, the requirements of this
Letter Agreement shall take precedence.
2. Olsson shall provide Client all Basic Services for the Project as more specifically
described in Exhibit A hereto. Should Client request work not described and included in
the above Description of Basic Services, such as Additional Services, Consultant shall
provide the client with a written scope and fee proposal for these services. Olsson shall
not commence work on Additional Services without ClienPs prior approval in writing.
Olsson agrees to provide all of its services in a timely, competent and professional
manner, in accordance with applicable standards of care, for projects of similar
geographic location, quality and scope.
SCHEDULE FOR OLSSON'S SERVICES
3. Unless otherwise agreed, Olsson would expect to begin perForming its services under
the Agreement promptly upon your signing.
7301 Wes[ 133 Stree�, Suite 200 TEL 913.381.1170
Overland Park, Kansas 66213 FAX 913.381.1174 v�nwe.oaconsulting.com
COMPENSATION
4. Compensation for Olsson's services shall be a fixed fee plus actual cost for reimbursable
expenses more particularly described in Exhibit A attached hereto. Olsson shall submit
invoices on a monthly basis based on the percentage of work complete to date. Invoices
are due upon presentation and shall be considered past due if not paid within 30
calendar days of the due date.
See Exhibit A for a schedule of fees.
TERMS AND CONDITIONS OF SERVICE
5. We have discussed with you the risks, rewards and benefits of the Project and our fees
for services and the Agreement represents the entire understanding belween Client and
Olsson with respect to the Project. The Agreement may only be modified in writing
signed by both parties.
6. If this proposal satisfactorily sets forth your understanding of our agreement, please sign
in the space provided below (indicating ClienYs designated Project representative if
different from the party signing). Retain a copy for your files and return an executed
original to Olsson. This proposal will be open for acceptance for a period of 30 days
from the date set forth above, unless changed by us in writing.
7. By signing below, you acknowledge that you have full authority to bind Client to the
terms of the Agreement.
OLSSON ASSOCIATES
By ��. 1��+.�� B � ' -� = = '
Ryan T. Dugdale, PE Brad Sonner, RLA
If you accept the preceding proposal and the Agreement, please sign:
BRIARCLIFF DEVELOPMENT COMPANY "Client"
By
Title Dated:
If different from above,
ClienYs Designated Project Representative
Agreement behveen BriarGift Development Company
and Olsson tor Horizons Wesl, Riverside, MO Page 2 of 9
October 4, 2011
EXHIBIT "A" to GENERAL PROVISIONS ATTACHED TO
LETTER AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN CLIENT AND OLSSON, DATED OCTOBER 4, 2011
DESCRIPTION OF BASIC PROFESSIONAL SERVICES AND RELATED MATTERS
This is an exhibit attached to and made a part of the General Provisions attached to the
Proposed Letter Agreement for Professional Services dated October 4, 2011 between Briarcliff
Development Company ("ClienY') and Olsson Associates ("Olsson") providing for professional
services. The Basic Services of Olsson are as indicated below.
GENERAL
Olsson shall pertorm for Client professional services in all phases of the Project to which this
Agreement applies as hereinafter provided. These services will include serving as ClienYs
professional representative for the Project, providing professional consultation and advice and
furnishing customary services incidental thereto.
Phase 700 — Investigative Services
Task 101: Toqqraohical Survev. Olsson's services for Survey Services shall include Aerial
Topo Ground Control, cleanup of Aerial Topo Drawing and spot check. Area of
Survey bounded roughly by Horizons Parkway and I-635 RW on East, North
Bank of River on South and West, 9 Hwy on North, approximately 25 tracts of
land, including establishing RW limits on 9 hwy, I-635, Railroad, N Mattox, and
others.
Separate Agreement with MJ Harden for Aerial Topo Services - Aerial Acquisition
& Image Processing, Planimetric Data, and 1 foot contours.
Fee $35,852.00
Task 102: Site Due Diliaence. It is our understanding that the Client is trying to determine
and understand the potential layout of approximately 576 acres located west of
Horizons Parkway in Riverside, Missouri. Olsson will assist the Client in
determining the development process, utility needs, infrastructure needs,
development potential, and review of the master plan. Below is a list of items
that will be researched for the subject property. The following are task items that
Olsson will assist:
• Planning and Zoning Issues
• Easements and restrictions
• Site Utilities
• Parking and Traffic Requirements
• Setback Requirements
• Site Permitting Process and information
• Site Access
• Stormwater Requirements
• Levee Design and Construction Requirements
Fee $Hourly
AgreemeM between Briarclift Development Company
and Olsson for Horizons West, Riverside, MO Page 3 of 9
October 4, 2011
Task 103: Meetinas. Attendance by Olsson representatives at team coordination meetings
if requested. Meetings will be invoiced hourly.
Fee 3Houriy
Task 104: Exoenses. Includes all project related reimbursable expenses as defined in
Section 4.4 of the General Conditions to this letter agreement.
Fee EActual Cost
TOTAL 535,852.00 + HOURLY NOT TO EXCEED $7,800.00
+ EXPENSES PER TASK 104
PROJECT ASSUMPTIONS
We have made several assumptions in the preparation of this proposal. These assumptions
and subsequent explanations are as follows:
• This contract is for Due Diligence services only as outlined above. Design or
construction services are not included with this contract.
• Olsson reserves the right to adjust our remaining fees to reflect our current year rates
should the project process stop and consequently extend into 2011 or beyond.
ADDITIONAL SERVICES
The following services are not included with this proposal but can be provided under a
supplemental agreement if requested.
• Preliminary Plan/ Rezoning Documents/Final Development Plans/Construction
Documents
• Boundary Surveys
• ALTA Surveys
• Environmental or Storm Water Studies
• United State Army Corps of Engineers Permitting or Delineations
• Grading Plans
• Earthwork Calculations
EXCLUDED SERVICES
• Architectural Services
• Structural Services
• MEP Services
AgreemeM belween BriarGiB Development Company
and Olsson for Horizons Wes�, Riverside, MO Page 4 of 9
October 4, 2011
GENERAL PROVISIONS
These General Provisions are attached to and made a part of a performance by persons other than the prime contrador and
LEII"ER AGREEMENT, dated Odober 4, 2011 between Briarcliff those services necessary to administer ClienYs wntract(s).
Development Company ("ClienY) and Olsson Associates
("Olsson°) for professional services in connedion with Wolf Creek 22.9 Services in connedion with staking out the work of
Elementary School in Spring Hill, Kansas, (hereinafter called the Contractor(s).
"Project").
2.2.10 Services during out-of-town travel other than visits to
SECTION 1—OLSSON's BASIC SERVICES the site.
See Exhibit "A", attached. 22.11 PreparaGon of operating and maintenance manuals to
supplement Basic Services.
SECTION 2—ADDITIONAL SERVICES OF OLSSON
22.12 Services to redesign some or all of the Projed.
2.1 Unless otherwise expressly included, Olsson's normal
and customary engineering services described here or in the 22.13 Preparing to serve or serving as a consultant or
LETTER AGREEMENT do not include the following categories of witness or assisting Client with any litigation, arbitration or
work which shall be referred to as Additional Services. other legal or administrative proceeding except where required
as part of Basic Services.
22. If Client and Olsson mutually agree to perform any of
the following Additional Services, Client will provide written 2.3 When required by the Agreement or Contrad
approval of the agreed upon scope of services, and Olsson shall Documents in circumstances beyond Olsson's conVol, Olsson
pertorm or obtain from others such services and will be paid shall perfortn or obtain from others any of the following
therefore as provided in the LETTER AGREEMENT. EITHER Additional Services as circumstances require during
CLIENT or Olsson may elect not to pertorm all or any of the construction and without waiting for specific instructions from
following Additional Services without cause or explanation: Client, and Olsson will be paid therefore as provided in the
Letter Agreement:
22.1 Preparation of applications and supporting documents
for governmental financial support of the Projed in addition to 2.3.1 Services in connection with work diredive changes
those required under Basic Services; preparation or review of and change orders to reflect the changes requested by Client if
environmental studies and related services; and assistance in the resulting change in compensation for Basic Services is not
obtaining environmental approvals. commensurete with the additional services rendered.
222 Services to make measured drawings of or to 2.32 Services in making revisions to Drawings and
investigate existing conditions of facilities. Specifications occasioned by the acceptance of substitutions
proposed by Contrador(s); services after the award of each
2.2.3 Services resulting from significant changes in the contract in evaluating and detertnining the acceptability of an
general scope, extent or character of the Project or major unreasonable or excessive number of substitutions proposed
changes in documentation previously accepted by Client where by Contractor; and evaluating an unreasonable or extensive
changes are due to causes beyond Olsson's control. number of claims submitted by Contractor(s) or others in
connedian with the work.
22.4 Providing renderings or models.
2.3.3 Services resulting from significant delays, changes or
2.2.5 Preparing documents for altemate bids requested by price increases occurring as a dired or indirect result of
Client for work which is not executed or for out-of-sequence material, equipment or energy shortages.
work.
2.3.4 Additional or extended services during construction
2.2.6 Detailed consideration of operations, maintenance and made necessary by (1) work damage by fire or other causes
overhead expenses; value engineering and the preparation of during construdion, (2) a significant amount of defedive,
rate schedules, eamings and expense statements, cash flow and inefficient or neglected work by any Contrador, (3)
economic evaluations, feasibility studies, appraisals and acceleration of the progress schedule involving services
valuations. beyond normal working hours, (4) default by any Contractor.
2.2.7 Furnishing the services of independent professional SECTION 3—CLIENT'S RESPONSIBILITIES
associates or consultants for work other than Basic Services.
3.1. Client shall provide all criteria and full information as
2.2.8 If Olsson's compensation for Basic Services is not on to ClienYs requirements for the Project; designate and identify
the basis of Direct Labor or Salary Costs, Addi6onal Services in writing a person to ad with authority on ClienYs behalf in
shall include services necessary due to the Client's award of respect of all aspeds of the Projed; examine and respond
more than one prime contrad for the Projed, services necessary promptly to Olsson's submissions; and give prompt written
� due to the construction contrad containing cost plus or incentive- notice to Olsson whenever Client observes or otherwise
savings provisions, services necessary in order to arrange for becomes aware of any defed in the Olsson's service.
Agreement between BriarGift DevelopmeM Company
and Olssan for Horizons Wesl, Riverside, MO Page 5 of 9
October 4, 2011
3.2 Client agrees to pay Olsson the amounts due for 3.5 Client shall pay all costs incident to obtaining bids or
services rendered and expenses within thirty (30) days after proposals from Contrador(s).
Olsson has provided its invoice for such services. In the event
Client disputes any invoice item, Client shall give Olsson written 3.6 Client shall pay all pertnit applica5on review costs for
no5ce of such disputed 'Rem within fifteen (15) days after receipt of govemment authorities having jurisdidion over the Projed.
such invoice and shall pay to Olsson the undisputed portion of the
invoice according to the provisians hereoE If Client faiis to pay any 3.7 Contemporaneously with the execution of the
invoiced amounis when due, interest will accrue on each unpaid LETTER AGREEMENT, Client shall designate in writing an
amount at the rate of thirteen percent (13%) per annum from the individual to act as its duly authorized Project representative.
date due until paid according to the provisions of this Master
Agreement. Interest shall not be charged on any dispu[ed invoice SECTION 4—MEANING OF TERMS
item which is finally resoNed in ClienYs favor. Payment of interest
shall not excuse or cure any default or delay in payment of 4.1 As used herein, the tertn 'Yhis AgreemenP' refers to
amounts due. these General Provisions, the LETTER AGREEMENT to which
these General Provisions refer, and any other exhibits or
3.2.1 If Client fails to make any payment due Olsson for attachments made a part thereof as if they were part of one
services and expenses within thirty (30) days after receipt of and the same document.
Olsson's statement therefore, Olsson may, after giving seven
days' written notice to Client, suspend services to Client under 4.2 The "construdion cosY of the entire Projed (herein
this Agreement until Olsson has been paid in fWl all amounts due referred to as "Construction CosP') means the total cost to
for services, expenses and charges. Client of those portions of the enGre Projed designed and
specified by Olsson, but it will not include Olsson's
3.3 Payments to Olsson shall not be withheld, postponed or wmpensation and expenses, the wst of land, rights-of-way, or
made contingent on the construction, completion or success of compensation for or damages to, properties unless this
the Projed or upon receipt by the Client of offsetting Agreement so specifies, nor will it include ClienPs legal,
reimbursements or credit from other parties who may have accounting, insurance counseling or auditing services, or
caused Additional Services or expenses. No withholdings, interest and financing charges incurred in connection with the
dedudions or offsets shall be made from Olsson's compensation Projec[ or the cost of other services to be provided by others to
for any reason unless Olsson has been found to be legally liable Client pursuant to Sedion 3.
for such amounts.
4.3 The "Salary Costs": Used as a basis for payment
3.4 Client shall also do the following and pay all costs mean salaries and wages (basic and incentive) paid to all
incidentthereto: Olsson's personnel engaged directly on the Projed, including,
but not limited to, engineers, architeds, surveyors, designers,
3.4.1 Fumish to Olsson any borings, probings and subsurface draftsmen, specification writere, estimators, other technical and
explorations, hydrographic surveys, laboratory tests and business personnel; plus the cost of customary and statutory
inspec[ions of samples, materials and equipment; appropriate benefits, including, but not limited to, social security
professional interpretations of all of the foregoing; environmental contributions, unemployment, excise and payroll taxes,
assessment and impact statements; property, boundary, workers' compensation, health and retirement benefits, sick
easement, right-of-way, topographic and utility surveys; property leave, vacation and holiday pay and other group benefits.
descriptions; zoning and deed restrictions; all of which Olsson
may rely upon in perfortning services hereunder. 4.4 "Reimbursable Expenses: The expenses incurred by
Olsson or Olsson's independent professional associates or
3.4.2 Guarantee access to and make all provisions for Olsson consultants directly or indirectly in connedion with the Project,
to enter upon public and private property. and shall be included in periodic billing as applicable as
follows:
3.4.3 Provide such legal, accounting, independent cost
estimating and insurance counseling services as may be required Classification Costs
for the Project, any audfting service required in respect of Automobiles $0.55.5/mile'
Contrador(s)' applications for payment, and any inspection Suburbans and Pick-Ups $0.68/mile'
services to determine if ConVactor(s) are pertorming the work Duplication
legally. In-house Adual Cost
Outside Adual Cost+�0%
3.4.4 Provide engineering surveys to establish reference Meals Adual Cost
points for construction. Postage & Shipping Charges for
3.4.5 Fumish a rovals and ermits 6om all Projed Related Materials Adual Cost
pp p governmental Film and Photo Developing Actual Cost+10%
authorities having jurisdiction over the Project. Telephone and Fax Transmissions Actual Cost+10%
Miscellaneous Materials 8 Supplies
3.4.6 If more than one prime contrador is to be awarded the Applicable only to this Project Actual Cost+lp%
contract for construction, designate a party to have responsibility Subconsultants Actual Cost+10%
and authority for coordinating the activities of the various prime
contradors. * IRS Standard Mileage Rate (Subject to Change)
Agreement belween BriarGifr DevelopmeM Campany
and Olsson for Horizons West, Riverside, MO Page 6 of 9
Odaber 4, 2011
4.5 "Certify' or "a Certification": A statement of Olsson's 5.1.2 Assignment of this Agreement or Vansfer of the
opinion, based on its observation of condiUons, to the best of Projed by either party to any other entity without the prior
Olsson's professional knowledge, infortnation and belieE Such written consent of the other party;
statement of opinion does not constitute a warranty, either 5.1.3 Suspension of the Project or Olsson's services by the
express or implied. It is understood that Olsson's certification Client for more than ninety (90) calendar days, consecutive or
shall not relieve the Client or the Client's contradors of any in the aggregate;
responsibility or obligation they may have by industry custom or .
under any contrad. 5.1.4 Material changes in the conditions under which this
Agreement was entered into, the Scope of Services or the
4.6 "Cost Estimate": An opinion of probable construction nature of the Projed, and the failure of the parties to reach
cost made by Olsson. In providing opinions of probable agreement on the compensation and schedule adjusUnents
construction cost, it is recognized that neither the Ciient nor necessitated by such changes.
Olsson has contro� over the costs of labor, equipment or
materials, or over the Contrac[ors methods of determining prices 52 In the event of a"for cause" termination of this
or bidding. The opinion of probable construction costs is based Agreement by either party, the Client shall within fifteen (15)
on Olsson's reasonable professional judgment and experience calendar days of termination pay Olsson for all services
and does not constitute a warranty, express or implied, that the rendered and all reimbursable costs incurred by Olsson up to
Contractor's bids or the negotiated price of the work on the the date of termination, in accordance with the payment
projed will not vary from the ClienYs budget or from any opinion provisions of this Agreement.
of probable cost prepared by Olsson.
5.3 The Client may tertninate this Agreement for the
4.7 "Day": A calendar day of 24 hours. The tertn "days" ClienYs convenience and without cause upon giving Olsson not
shall mean consecutive calendar days of 24 hours each, or less than seven (7) calendar days' written notice. In the event
fraction thereof. of any tertnination that is not the fault of Olsson, the Client
shall pay Olsson, in addition to payment for services rendered
4.8 "Inspect" or "Inspedion°: The visual observation of the and reimbursable costs incurred, for all expenses reasonably
ConVactor's completed work to pertnit Olsson, as an experienced incuned by Olsson in connection with the orderly termina6an of
and qualified professional, to detertnine that the inspeded work, this Agreement, including but not limited to demobilization,
generally conforms to the Contrad Documents. Client reassignment of personnel, associated overhead costs, any
understands and agrees that such visual observations are fees, costs or expenses incurred by Olsson in preparing or
discrete sampling procedures and that such procedures indicate negotiating any proposals submitted to Client for Olsson's
conditions that exist only at the locations and times the Basic or Additional Services under this Agreement and all
observations were pertormed. In making such visual other expenses directly resulting from the termination and a
observations, Olsson makes no guarantees for, and shall have reasonable profit of not less than 10% of Olsson's actual costs
no authority or control over, the Contradors performance or the incurred.
Contractor's failure to pertortn any work in accordance with the
Contract Documents. Olsson shall have no responsibility for the SECTION 6—DISPUTE RESOLUTION
means, methods, techniques, sequences or procedures seleded
by the Contrador or for the Contractor's safety precau6ons and 6.1. Mediation
programs nor for failure by the Contrador to comply with any
laws or regulations relating to the performance or furnishing of 6.1.1 All questions in dispute under this Agreement shall be
any work by the Contractor. submitted to mediation. On the written no6ce of either party to
the other of the election to submit any dispute under this
4.9 "Record Documents": Drawings prepared by Olsson Agreement to mediation, each party shall designate their
upon the completion of construdion based upon the drawings representatives and shall meet within ten (10) days after the
and other data fumished to Olsson by the Contrador and others service of the notice. The parties themselves shall then
showing significant changes in the work on the project made attempt to resolve the dispute within ten (10) days of ineeting.
during construdion. Because Record Documents are prepared
based on unverified information provided by others, Olsson 6.12 Should the parties themselves be unable to agree on
makes no wartanty of the accuracy or completeness of the a resolution of the dispute, then the parties shall appoint a third
drawings. party who shall be a competent and impartial party and who
shall be acceptable to each party, to mediate the dispute. Any
SECTION 5—TERMINATION third party mediator shall be qualified to evaluate the
performance of both of the parties, and shall be familiar with
5.1 Either party may terminate this Agreement for cause the design and construction progress. The third party sha�l
upon giving the other party not less than seven (7) calendar days' meet to hear the dispute within ten (10) days of their selection
written notice of default for any of the following reasons provided, and shall attempt to resolve the dispute within fifteen (15) days
however, that the notified party shall have the same seven (7) of first meeting.
calendar day period in which to cure the default.
6.1.3 Each party shall pay the fees and expenses of the
5.1.1 Substantial failure by the other party to perform in third party mediator and such costs shall be bome equally by
accordance with the terms of this Agreement and through no fault both parties. �
of the terminating party;
Agreement behveen BriarGift Development Company
and Olsson for Horizons West, Riverside, MO Page 7 of 9
Oclober 4, 2011
6.2 Arbitration or Litigation through it, that by using any of the infortnation contained in the
attached eledronic file, all users agree to be bound by the
62.1 Olssan and Client agree that from time to time, there may following tertns. All of the infortnation contained in any
be conflicts, disputes and/or disagreements between them, electronic file is the work produd and insWment af service of
arising out of or relating to the services of Olsson, the Project or Olsson, who shall be deemed the author, and shall retain all
this Agreement (hereinafter collectively referred to as "Disputes") common law, statutory taw and other rights, including
which may not be resolved through mediation. Therefore, Olsson copyrights, unless the same have previously been transferred
and Client agree that all Disputes, arising out of this Agreement in writing to the Client. The information contained in any
or related to the services provided under this Agreement shall be electronic file is provided for the convenience to the Client and
resolved by binding aibitration or litigation at the sole discretion is provided in "as is" condition. The Client is aware that
and choice of Olsson. If Olsson chooses arbitration, the differences may exist between the eledronic files transferred
arbitration proceeding shall proceed in accordance with the and the printed hard-copy original signed and stamped
Construction Industry Arbitration Rules of the AAA. drawings or reports. In the event of a conflict belween the
622 Client hereby agrees that Olsson shall have the right to signed original documents prepared by Olsson and the
include Client, by consolidation, joinder or other manner, in any eledronic files, which may be Vansferred, the signed and
arbitration or litigation involving Olsson and a subconsultant or sealed original documents shall govern. Olsson specifically
subcontractor of Olsson or Olsson and any other person or entity, disciaims all warranties, expressed or implied, inGuding
regardless of who originally initiated such proceedings. without limitation, and any warranty of inerchantability or
fitness for a particular purpose with respect to any eledronic
6.2.3 If Olsson chooses arbitration or litigation, either may be files. It shall be ClienYs responsibility to confirm the accuracy
commenced at any time prior to or after completion of the of the information contained in the eledronic file and that it
Project, provided that if arbitration or litigation is commenced accurately reflects the information needed by the Client. Client
prior to the completion of the Project, the obligations of the shall not retransmit any eledronic files, or any portion thereof,
parties under the terms of this Agreement shall not be altered by `�'ithout including this disclaimer as part of any such
reason of the arbitration or litigation being conduded. Any transmissions. In addition, Client agrees, to the fullest extent
arbitration hearings or litigation shall take place in the County and Permitted by law, to indemnify and hold harmless Olsson, its
State of the project loca[ion, or in the State of Olsson's home officers, directors, employees and sub consultants against any
office, Nebraska. and all damages, liabilities, claims or costs, including
reasonable attorney's and expert witness fees and defense
6.2.4 The prevailing party in any arbitration or litigation costs, arising from any changes made by anyone other than
relating to any Dispute shall be entitled to recover from the other Olsson or from any reuse of the eledronic files without the
party those reasonable attorney fees, costs and expenses Prior written consent of Olsson.
incurred by the prevailing party in connedion with the Dispute. �_3 Opinions of Cost
SECTION 7—MISCELLANEOUS Since Olsson has no control over the cost of labor, materials,
7.1 Reuse of Documents equipment or services fumished by others, or over the
Contrador(s)' methods of determining prices, or over
All documents, including Drawings and Specifications prepared competitive bidding or market conditions, Olsson's opinions of
or fumished by Olsson (and Olsson's independent professional Probable Total Projed Costs and Conshuction Cost provided
associates and consultants for herein are to be made on the basis of Olsson's experience
) pursuant to this Agreement, are and qualifications and represent Olsson's best judgment as an
insVUments of service in respect of the Project and Olsson shall
retain an ownership and property interest therein whether or not experienced and qualified professional engineer, familiar with
the Projed is completed. Client may make and retain copies for �e construction indusUy; but Olsson cannot and does not
infortnation and reference in connection with the use and 9uarantee that proposals, bids or actual Total Projed or
occupancy of the Projed by Client and others; however, such Construdion Costs will not vary from opinions of probable cost
documents are not intended or represented to be suitable for Prepared by Olsson. If prior to the Bidding or Negotiating
reuse by Client or others on extensions of the Project or on any Phase Client wishes greater assurance as to Total Projed or
other project. Any reuse without written verification or adaptation Construdion Costs, Client shall employ an independent cost
by Olsson for the specific purpose intended will be at ClienYs sole estimator as provided in paragraph 3.4.3. Olsson's services to
risk and without liability or legal exposure to Olsson, or to modify the Contrad Documents to bring the Construdion Cost
Olsson's independent professional associates or consultants, and W�thin any limitation established by Client will be wnsidered
Client shall indemniTy and hold harmless Olsson and Olsson's Additional Services and paid for as such by Client.
independent professional associates and consultants from all � 4 Controlling Law and Venue
claims, damages, losses and expenses including attomeys' fees
arising out of or resulting therefrom. Any such verification or � 4 � The parties agree that this Agreement and any legal
adaptation will entitle Olsson to further compensation at rates to adions concerning its validity, interpretation or perfortnance
be agreed upon by Client and Olsson. shall be governed by the laws of the State of Nebraska or the
7.2 Electronic Files State of the projed locale. It is further agreed that any legal
action between the parties arising out of this Agreement or the
� By accepting and utilizing any electronic file of any drawing, Perfortnance of services shall be brought in a court of �
report or data transmitted by Olsson, the Client agrees for itself, COmpetent jurisdidion in Nebraska or the project State locale.
its successors, assigns, insurers and all those claiming under or
Agreement between Briarclift Development Company
and Olsson for Horizons Wesl, Riverside, MO Page 8 of 9
oao�r a, zo>>
7.5 SubconsulWnts business, loss of income, loss of reputation ar any ather delay
or consequential damages that either party may have incurred
Olsson may utilize as necessary in its discretion Subconsultants from any cause of action including negligence, strid liability,
and other subcontractors. Olsson wiil be paid for all services breach of contract and breach of strid or implied warranty.
rendered by its subconsultants and other subconsultants as set Both the Client and Olsson shall require similar waivers of
forth in this Agreement. consequential damages proteding all the entiUes or persons
named herein in all contracts and subconVacts with others
7.6 Assignment involved in this Project.
7.6.1 Client and Olsson each is hereby bound and the 7.8.2 Nolwithstanding any other provision of this
partners, successors, executors, administrators and legal Agreement, Client agrees that, to the fullest extent pertnitted
representatives of Client and Olsson (and to the extent permitted by law, Olsson's total liability to the Client for any and all
by paragraph 7.62 the assigns of Client and Olsson) are hereby injuries, claims, losses, expenses, damages, or claims
bound to the other party to this Agreement and to the partners, expenses of any kind arising from any services provided by or
successors, executors, adminisVators and legal representatives through Olsson under this Agreement, shall not exceed the
(and said assigns) of such other party, in respect of all total amount of Olsson's fees earned under this Agreement.
covenants, agreements and obligations of this Agreement. Client acknowledges that such causes include, but are not
limited to, Olsson's negligence, errors, omissions, strid liability,
7.62. Neither Client nor Olsson shall assign, sublet or transfer breach of contrad or breach of warranty.
any rights under or interest in (including, but without limitation, � y Entire Agreement
moneys that may become due or moneys that are due) this
Agreement without the written consent of the other, except to the
extent that any assignment, subletting or transfer is mandated by This Agreement supersedes all prior communications,
law or the effed of this limitation may be restricted by law. understandings and agreements, whether oral or written.
Unless specifically stated to the contrary in any written consent to Amendments to this Agreement must be in writing and signed
an assignment, no assignment will release or discharge the by the Client and Olsson.
assignor from any dury or responsibility under this Agreement.
Nothing contained in this paragraph shall prevent Olsson from
employing such subconsultants and other subcontractors as
Olsson may deem appropriate to assist in the pertormance of
services under this Agreement.
7.6.3 Nothing under this Agreement shall be consUued to give
any rights or benefits in this Agreement to anyone other than
Ciient and Olsson, and all duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and exclusive
benefit of Client and Olsson and not for the benefit of any other .
party. There are no third-party beneficiaries of this Agreement.
7.7 Indemnity
Olsson and the Client mutually agree, to the fullest extent
permitted by law, to indemnify and hold each other harmless from
any and all damages, liabilities or costs, including reasonable
attomeys' fees and defense costs, relating to personal injury or
property damage and arising 6om their own negligent acts, errors
or omissions in the performance of their services under this
Agreement, but only to the extent that each party is responsible
for such damages, liabilitles or costs on a comparative basis of
fault.
7.8 Limitation on Damages
7.8.1 Notwithstanding any other provision of this Agreement,
and to the fullest extent permitted by law, neither the Client nor
O�sson, their respedive officers, directors, partners, employees,
conVactors or subconsultants shall be liable to the other or shall
make any claim for any delay damages, any punitive damages or
any incidental, indirect or consequential damages arising out of
or connected in any way to the Project or to this AGREEMENT.
This mutual waiver of delay damages and consequential
� damages shall include, but is not limited- to, disruptions, � -
accelerations, inefficiencies, increased wnstruction wsts,
increased home ofice overhead, loss of use, loss of profit, loss of
AgreemeM between BriarGift Development Company
and Olsson tor Harizons West, Riverside, MO Page 9 of 9
Odober 4, 2011
e
�'1
�:�kloverarchitects
> proposol for services
Horizons - Soufh / West Site Retail
date: September 23, 201 I proJeci: Masfer Plan
locailon: Horizons
Riverside, MO
attn: Nafhaniel Hagedorn services Included:
to: Briarcliff Development Site Planning
1201 NW Briarcliff PKWY, STE 250 Coordination n4eetings
Kansas City, MO 64116
emall: nih@briarkiiffkc.com vla: email & 2 originais by USPS
proJect descr�ptlon:
Klover Archifects appreciotes the opportunity to provide design senices for the Masfer Planning of ihe South and
West retail areas lor approximately 45 acres at 635 and Horizons Porkway in Riverside, Missouri. Services shall
include initial ireehand sketches and event�al input into Aufo CADD afler review and approvol by Owner. The
design team wtll attend cowdination meetings and a half day design chartette for overall Masier Planning.
Optional services are provitletl lor sigrwge design, design guidetines for tlevelopment, and aeAal rentlering for the
enfire sife if requ'red for cily review and maAceting purposes
proposal ype:
ESTIMATED HOURLY FEES - buf nof "limited" to the estimafed fee amaunt onlY hourly fees for time
spent will be charged�. In addition, expenses will be charged at a multip e of 1.15 of our cost, and
adddional Consultanis fnot already included) will be charged ai 1.10 of their fees & expenses. This
proposal is valid thirty �30� days after ihe above da1e.
servlces included: fee:
INITIAL MASTER-PLANNING & DESIGN
Allowance for coordination meetings :................................................................................ $1,200
Design charrette: entire site �e? 5 hours each with Henry and Danny attending:........ $1,500
Master-Planning design concepts and development of colored leasing site plan:... $3,800
Allowance for revisions and additional options and marketing maferial :.................... $2,800
tofal proposed fees �not fncluding expensesl: $9,300
optlonal service� �not included above) - check box below if accepied:
� master signage design concepis and details :........................................................................ $ 3,500
� preparafion of developmenYS design criteria manual :........................................................ $2,gpp
, � �
�'oenal' site rendering - entire site :............................................................................................ $3,800
excluded services:
Any other service or consultanfs not indicafed fo be provided herein.
IlabilHy IImN: AMOUNT OF FEE RECEIVED (not including expenses)
payment terms: Net 30 - I.5% Service Charge/month on unpaid amounl due over 45 days & per other
terms & conditions attached.
�� �. � I_ _ �_ 11 • - . . •. . . � . -
09123111 or000sal to N Haaedorn RE Horizons Soulh I West Site Retail Master Plan oaae 2 of 5
THIS EXECUTED PROPOSAL �including ihe indicated attachments) represenfs the entire Agreement for
Services between 1he Architecf and ihe Client/Owner and supersedes all prior negofiations,
representalions or agreements - written or orot. Upon execufion by fhe Clieni and receipt of this form
by ihe Architecl Ivia e-mail or by fax with I originai reTurned by mail�, together wiih any required
retainer amount, the Architect will proceed wifh }he senices.
proposed by the ArchHect: agreed to by ihe Client/Owner:
Klover Archifecis, Inc. Briarcliff Development
signed by: flgned by:
-------------- - — -------------"'_'_""'-_--"-'--`-'------ -----------'------`--.-'- "'--"'-"--'--'--'---'-_""'_'--"----
Henry C. e sident (Signature): �
Kansas License 5 Q� (Prinl Name): _ Nafhoniel Hagedom
aRachments I W �e : (Title):
scope of servic s hedule (t page) THE PERSON SIGNING above certifies thal they are fully
houAy rales & e se schedule (i page) authorized and empowered to ezecute Ihis inslrumenl, and to
terms & conditio (5 pages) bind ihe ClienUOwner hereto, and dces in fact so execute this
inslrument.
cc: - Bren� Miles; main proposals file; accounting date si ned:
09@3111 proposal to N Haqedorn RE Horizons South I West Site Relail Master Plan oaae 3 of 5
schedule of services
services included are noted wilh an "X", or with an "H" if houdy rales apply. Optional Services ('OPT') fees are noted but not included
general 8 pre-design phase: Ilmits (if any) conslruction document (CD) phase: limits (if any)
- projecUbuilding design progrem preparation or assislance - prepare wnsWCtion documenls per Owner approved
- overall project scheduling 'design developmenP dauments
- existing �aality survey - architecWral casework design drawings (no� shop dwgs)
- projecUbuilding development scheduling -fixture fumishing and equipment (FF&E) dauments
- overall projed budgeting -tood service equipment (FSE) documen�s
- opinions of probable consiruclion cosis - signage design drawings (not shop drawings)
- arrange for Ihe Ownefs geo-technical engineering - prepare bidding forms and dxumenis
investigation I repotl and site survey -(olher):
project representation services: - (olher):
- coordinalion with building code authorilies bidding 6 permftting (BIP) phase:
- coordinalion with environmental health oKcials - assist Owner in pre-qualificalion and selection ot bidders
H - coordinalion and processing assistance with planning 8 - print and dislribute contracf documents to bidders
zoning agencies - prepare inilial building-permit applicalion forms
H - preparalion of written and graphic presenlation materials - make initial building-permit application before GC seleclion
- coordinalion and processing assistance wi�h P& Z agency - receive and respond lo GC bidders inquiries
for'special use permils' - atlend pre�bid meeling wilh bidding conlraclors
- appearance and project presentation at public meetings . prepare addenda and issue to bidders
- preparalion of oNicial develovmenl documeNs - assisl0wner in receipt of bids and provide bid analysis
professlonal deslgn tonsultants: - assis� Owner in bid negoliations and award o( conlracl
Provide and manage the following sub-consullanls: - review value engineedng (VE) & subslilulion proposals
- landscape archilecture (LA) or landscape design . modify documenls per accepled VE Isubstitution proposals
- dvil engineering (CE)
- sWClural engineenng (SE) - prepare conslruclion conlract agreemeN (ortns
- mechanical / electrical / plumbing (MEP) engineering - assist selected GC with building permil application
- voice, dala, wireless or building automation engineering -�espond lo permil application review wmmen�s
- food service equipment (FSE) Consulfant - (other):
- graphics 8 signage design canstructional adminfstration (CA) phase:
Coordinate wilh the tollowing (direct coniracl to Owner assumed): - allend pre�conslmction meeting al project site
H - separale civil engineer -general coordination with contractor during consiruction
H - separate landscape architect - pahicipale in wnstruclion progress review meetings
H -separatelraKcengineer -performconstructionobservalions
- separate interior designer (ID) - review producl data, shop drawings and sample submitlals
- separa�e (ood service equipmenl (fSE) consullant - respond to coniraclors requesls for informalion (RFI's)
- separate graphics & signage designer - P�QPare contracl modificalions (RFP, change order or ASI)
sile master•planning servlces: -- - feV �ntractofs payment applicalions
H - preliminary sile-0evelopment design - perform'substanlial completion' observation & report
- strudural engineenng of sile-re�aining walis - review and cootdinale conlractor's closeout subminals
-'final', detailed site development documents - PeAorm fnal-0bservation I reporl al final paymenl requesl
- hardscape design of pavements, seating & site elemenis - commission mechanical, eleclrical and fre-alarm systems
-'developmenl' signage design concepts - validate building automalion syslem (BAS) controls
- 9enant-signage' concepts & designcritena - prepare record documenis (from GCs submitlals)
- sile lighling design (including pholomelric analysislreport) ' Post-conslruction'conectionaf-work' period observation
- (olher): - (olher):
schematic design (SD) phase: tenant coordination serv(ces:
- schemalidpreliminary building design - tenant review — general — inquiry responses
- schemalidpreliminary interior Iayoul design - tenant review — prepare lease outline drawings (LOD's)
- preliminary submittals lo public authorilies andlor landlord -�enant review of signage submitlals
- preliminary selection of finish malerials I cobrs - p�epare leasing exhibi�s
- (other) - prepare area cetlifications
design development (DD) phase: -field-review of area ce�tifcations
- updale design program per owners modifications H - sign crileria design and documenlation
- develop building design per owner approved schematics -(olher):
- develop intenor design — 6ased on axner approved optional addiUonal servfces:
schemahc design H - aAisfs perspec6ve rendering (non-compuler generated)
- preliminary fzlure, (urnishings and equipment seleclions - compulerized visualizations, 3D renderings, walk-ihrough
- preliminary food service equipment (FSE) seleclions H - graphics or signage design � �
- final selection / verification of fnish malerials I colors H - projecl promotion I leasing brochures
- prepare oulline specificalions - (olher):
- (olher):
09123111 proposal to N Haqedorn RE Horizons South I West Site Relail Master Plan oaqe 4 of 5
hourly rates and expense schedule:
archifecfural siaff: hourly rafe: re(mbursable expense schedule:
President / Principal ............................... $ 160.00 B/W copies / Page:................................ $ 25
Vice President / Design Principal ........ $ 150.00 color copies / prints / page:
Studio or Operafions Direcfor .............. $ 130.00 8 Yz x I 1 inch:...................................... $ I.00
Client Coordinator ................................. $ 115.00 1 I x 17 inch:........................................ $ 2.00
Design Manager .................................... $ I 10.00 12 x 18 inch:........................................ $ 2.50
Senior Projeci Manager ....................... $ 110.00 13 x 19 inch:........................................ $ 3.00
Project Manager :................................... $ 90.00
Senior Designer / MIS Manager........... $ 85.00 Blueprints / drawing
Senior Projecf Leader :........................... $ 85.00 24 x 36 inch:........................................ $ 1.50
Project Leader ....................................... $ 80.00 30 x 42 inch:........................................ $ 2.00
Architectural Staff / Designer .............. $ 75.00
Senior Drafter .......................................... $ 70.00 Vellums / drawing:
Drafter ...................................................... $ 65.00 24 x 36 inch: ........................................ $ 10.00
Clerical ..................................................... $ 45.00 30 x 42 inch:........................................ $ 12.00
site-vlsif / travel tees: Compacl Disk (CD's� each :.................. $ 10.00
Per Diem based on ten �10) hour day DVD's (each) :.......................................... $ 25.00
Mileage �cost/mile�: $ 0.485
terms and conditions of the design service agreement:
GENERAL RESPONSIBILITIES OF THE PARTIES: The Owner and Architecl will offivalsorotheraOV��alboardmemberstogaintheirapproval—peryourauNOri�lian
cooperate wiN each other to (ulGll their respeeAVe oWigations. This Agreement must be and agreemen�.
altered onry in writing, except that the Oxner has the nght M verbalty dired Ihe Archited 2.3.2 SITE HARDSCAPE DESIGN inGudes design oi sidawalks and pedestrian plazas
lo proceed with specific additbnal services wiUwul a wrillen amendment unless the �ry various pavement pattems aM tezNres, oNen indudi�9 raised planler areas wilh
Architect abjecls. 8oUpa rUes will enCeavor to mainWin good worlting reWOOnships ����N,e walls, seatlng areas, retail-kiosks and tlecoraGve Igh�ng of Ihe
among all members of ihe Projecl team, and in aaordance wiU Ue lollowing ?erms p�egVian areas. TypiCalN, hardscape design extends b ihe curb-line of dnves anE
and Condi6ons': parkug amas defined by ifie Civil Engineenng Drawings. Onty tl�e general bcatbn and
article 1— Client I Owner responsibilities: conrguraaon ot water teawres wai be inaudea - iou nhain design is rypically peAOrmed
1.1. EXIS7ING INFORMATION: not induded ino rialry des'y n-build subcontradors, antl unless olhenvise indiwted, is
praposed Fees.
1.1.1 SITE-SURVEY: The Owner will provide a survey descn6ing Ihe physiwl 2.3.3 STRUCTURAL ENGINEERIN� SERVICES rypically include des'g n and
charactensGcs (induding topoqraphidl data or conlours), legal Iimilatbns (induding documentation of Ihe pnmary building sWdural elements, wilh indiwhons ol
artent zaning if applicable). u67iry locahons, aad a legal descnp6on oi the Projecl site. pe dortnance des,gn�bads' reqwred for speaalry�esg�d syslems that are1ypkalty
7.1 2 EXIS7ING FACILITY DATA (when applicable): The Owner will foiward W ihe delailed and enqineered by iheir labncators (such as metal bar joisis, steef stairs,
Architect tlrawings and descnpGons ol tl�e exis6ng laalily. The informatbn will incluAe engineered melal Wsses and me�al stud�WSSes or frames). Comen6onal sprea0 or
descnpGons and loca6ons ol ezis6ng wnsWCGon leatures such as: demising 8 paNtion Uench foohngs and slaban�rdde Iloors wilh localty required seismic cntena is
walls, doors and windows, sWcNre, ironl elevalion, eleclrical service, Vanels and assumed - design ol'unusual foundation systems such as piers, piles, or sWCturalry
elecVical equipment wilhin Ne lease space, service dislnbWon panels, HVAC unAS or suppodetl 'laver �oors as necessilaled by poor sub�sudace soiltondiUOns is not
syslem, duclwork, diNusers, tonUOls, fire sprinklers 8 piping, roaf peneValbns, drain, included, unless specificaly indicated.
waste, vent and water supply pi�ing, and other syslems and malerials Nat may be 2.3.4 MECHANICAL - ELECTRICAL - PLUMBING (MEP) ENGINEERING includes
signifcant for design o(Ne prol� � desgn antl dceumentatlon of building systems and their connecfion fmm site-provided
1.7.3 OWNER FURNISHED EQUIPMENT: The O�vner will provide a descrip6on of utility semces from a point appmximately five (5) feet from Ne 6uilding penmeler.
equipment or systems Nal are to be incoryora�ed inlo U�e Projecl, Nat he already owns, Desgn of telephone, dala, audaNisual, security nelwoAting and fber op6c cabling
or Nat he intends lo purchase, when applicable. The descrip6on will inclutle size, sYslems are not induded, Mwever, conduit and j-boxes installed by an electndan to
weght, mechaniql and eleclrical charaaer�sucs, recommended installation pa!�er such systems will be provided per your requirements and dimclion Desgn of
reqwrements, antl other inlormation Ihat may 6e necessary to cooNinate wiM other uUlity services beyond frve leet ol the building are assumed lo be designed by a Civil
systems. Ergmeer.
1.1,4 THIRD-PARTY DESIGN REIXIIREMENTS: tl desgn cnteria, resinc6ons, 2.3.4.1 - SHELL-BUILDING MEP SERVICES: Interior system dislribulbn will be basetl
pmtorype standards, su6mitlal s�andaNs, or consWC6on reqmremenls of any third on Ihe'Provisbns tor Tenanis' descrip6on noted. Providing MEP systems'cuslomized'
P arty ex�st (indudirg Ihe Devebper, LandloN or Franchiser) the Owner will submA Nis tor a spedfic lenanl, or ihat are in excess of your'allowance' lor tenant uhliry services
o Ue ArChitect in a timely mannec is not induded.
12 PROJECT BUDGET: The Q�vner will esWblish and periodically updale ihe overall 2.3.42 - TENANTfINISH MEP SERVICES indudes HVAC, plumbing and eleclncal
Pmjecl budget including but nol limited to ihe cosl of U�e consWCtion Work, Ne System desgn and documenls �o accommodate �he in�erior 5paces desgned and ihe
Owners other costs antl ezpenses, and a reasonable oontingency reiated to all. The operatimal equipmenl shown for the tenant's use.
Ownerwill rat increase Ne sco of ConsWCtion Work to 6e des'g ned b Ue Archi(ecl 2.3.5 HOURI.Y or 'ESTIM4TED' FEES are based onpa st experience with similar
or ihe ConsWCtion Cosl with ut an agreement of the Architect to a arrespondirg projecis, but unless specifirally noted (as HNTE: Houdy Nol To Ezceed or equivalent
charge in Ne Architecfs fee. language), no'guarenteed maximum ot'houdy' fees a inGuded.
1.3 OWNER'S RESPONSIBILIN FOR HAZARDOUS M4TERIALS: The Oxner hereby 2.4 schematic desfgn phase services:
agrees to hold-harmless and indemnify Ihe Architect and the Archi�ecCs consuNanis Z.q,� pROGRAM EVALUATION: The ArchRecl will provide a preliminary evalualbn ol
against any and all damage claims pedainiig to or arising out of discovery, disfurbance, � p��m and ihe prgect 6udget requiremenis, each m tertns of Ihe other, sub�ect lo
abatement, or removal ol existing harardous materials or exposure lo such materials �he lim' tions sel falh m Nis proposal.
fmm Ihis Projecl.
1.4 TESTS AND SPECIAI INSPECTIONS: Tne Owner will fumish geatechnical (sub z.4.2 TNE ARCHITECT WILL REVIEW ALTERNATIVE CONCEPTS wiN Ihe O�vner
sudace eaAhxrork) and consWction materiab tesGng including bul nol limited lo regardingdesgnandconsWCtionoflheproject.
siruclurdl, mechanical, chemical tesis, tesls for air and waler pollu6on, and �esLs for 2.4.3 SCHEMATIC DESIGN DOCUMENTS: Based on ihe mutually agreed upon
hazardous matenals and other tesGng, inspectlons, and repoAs required by authonties program and pmjecl bud�et reguiremenls, Ne ArchAed will prepare Schemafic Oesgn
having jurisdiction. Daumenis consu6ng ofdrawirgs and other dauments illusUating ihe general sale
1.5 OTHER PROFESSIONAL SERVICES: The O,vnerwill lumish leqal, insurance, and and ove211 relalionships of projed componenis, farapproval by Ihe Owner.
accoun6rglaudi�ng services Ihat may be reasana6ly necessary al, any time for the 2.5 design development phase servkes:
Projec! to meel Ihe Ownels needs and interesis. The Uvfcer will fumish ihe services of 2,5.1 BASED ON THE APPROVED SCHEMATIC DESIGN DOCUMENTS and any
sepa2te consulianls not provided by Ne Archilecl Ihat are reasonably required by ihe adjusMenls aulhorized 6y Ihe Owner, tlie Archilect will prepare Des'g n Devebpment
Scape of ihe Projecl. Documenls consis6ng of drawings arM olher dxumenls inlended to fiz and desuibe
7 61NDEMNIN FOR CONSTRUCTION SAFETY: The Qwneragrees ihatthe Architect, Ne size and chareder of Ihe enfire pro1'ecl as to archilectural, sWdural, mechanial
ils oKcers, directors, employees and subcansullanis (cdlec�vey, Architecl) will 6e and electrical systems, malenals and such olherelemenis as may be appropriate.
indemnifed Irom CansWCtion Sa(ety Claims, and will 6e named as an addiUonal 2,52 DESIGN'FREEZE': It is ihe intenl ol Ne Design DevebDment Phase to'6nalize'
insuredsunderlheGeneralConVadofsgeneralGabiliryinsurancepoliq. Ihe overoll desgn intent and stope of tOnsWdion wodc of ihe prqecl, so ihal final
1.7 RELIABILITY OF DATA: The services, inlormaUon, survays and repons required design and detailing of in�er-reWled 6uilding componen4s and sys,ems can proceed in
above will ba lumished at the O�vnefs expense,.and the Architectwill be en6Ued to rely an oNerly, sequenUal mannerwithin the ConsWC�on DocumenLS Phase.
upon 1he accuracy and complefe�ss iherein. The Owner recognizes iha� it is 2,6 conatruction documanls phase:
impossible lor Ne Architecl to assure the aauracy, ampleteness and suNiaenry o( p,6.1 BASED ON THE APPR04ED DESIGN-DEVEIOPMENT DRAWINGS, and an
such infortnahon, eilher beduse il is impossible lo venry, or because o( enors or Y
omissions may have unknowingty ouurted ihrough assembrng Ihe informafan. fuMer ad1'us�men45 in Ihe scope or quality of the pro'ecl or in the projecl budget
autl�orizetl by Iha Owner, Ihe Architecl will prepare Ue �nsWGion Daumenis. Such
article 2—the architecP SBrvIC¢S: dawments w'ill consis� of drewings and specifd6ons settirg foM in deUil the
2.1 CONFIDENTIALIN: The Architect will mainUin Ne conftlenGalily of infortnation requiremenlslorconsWclionolNeproject
specifically des'g nated as confidentiaP by the Q�vner, unless withholdirg such 2.6.2 The Gvner acknowledges ihat in order to consWCt Ihe Work, ihe ConVador may
informaGon would violate ihe law, crea�e ihe nsk of sgnificanl harm lo �he publk or need lo prepare and coordinate additional information, including Shop Drawings,
prevenl,the Architect from esWblishing a claim or defense in an adjudicatory ProtludDataandoNersimilarsuDmitlals.
praceeding. 2.7 6ldding 1 negolialion & permNUng phase aervices:
2.2 CODE COMPLWNCE: The Archi�eIX will pW foM reasonabie professional eBoAS to p,7.7 UPON APPROVAL OF THE CONSTRUCTION DOCUMENTS by the Owner, and
compl� with applicable Wws, codes and regulations in eflecl as ol Ihe da�e of Ihe only if indicated ro be provided in ihe s'g ned Proposai or Agreeme�t lortn, Ihe Archilect
exew ron of Nis Agreement Desgn chan9es made necessary b9 newly enacled laws, will assisl Ne Owner in obtaming bids or negolated proposals antl will assisl in
codes and regulat�wns afler Ihis date shall entitle Ue Architecl to a reasonable awaNing and prepanng ConUacts for ConsWC6oa The ArchAeq will preVare
adI'ustment in ihe schedule and additbnal compensatbn in aaordance with ihe necessary biddirg mtormalbn, bidding lortns, Ihe Suppkmenlary Condi6ons of ihe
AtldiUonal Services provisions ol Nis AgreemenL ConVad aM the Form of Agreement between ihe O�vner (Owner) and ihe General
2.3 lhe archKecCs services Include only those speaficalty descnbed a indicated to ConVador. CmsWCtbn Agreement forms will be based on Standard torm documents
be provided wilhin ihe Proposal, and are subjecl to �he lerms and condi6ons con�ained as crealed by ihe Amencan Instilute of ArchitecLS and Ihe ConsWCUon Specifications
herein. InsONte, as appropriate.
� 2.3.1 SITE DEVELOPMENT PLANNING includes desgn ol Vaffm pattems, buildi 2J2 PERMITTING ASSISTANCE SERVICES: Unless olherxise indicated, Ihe
layouts, parlting lacilities and site IeaWres in coordinaGon antl wnsulla�ion wiN the Ci� Archheci will assist Ihe General Contractor in 61ing documents required for consWCtion
Ergineer arid Landscape desgner, as, appropriale. We design in aCmrdance with approval by govemmen�al autlwrities having junsdiction over Ihe pro�ed. Assistance
1vp¢a,l relail desgn-indusUy standards, m wns�deraWn ol lhe consUamb imposed by dces not mclude 'permit expedi6ng' semces, w daily check-in plls lo oKcials,
IFe site, and lo meet Ihe developmenl goals of the proiecl to the greatest eztent however.
feasible. We endeavor lo satisfy Ne vanaus reqwremenls of Plannirig and 2oning
011 klover architect - terms & conditions of the desiqn service aqreemenl oage 2 0( 5
2.8 constmction Dhase services: inrobing, adjusMenl in Ne Conlract Sum or any exlension ol Ihe Canlrad Time which
2.81 IF INDICATED TO BE PROVIDED in Ihe sgned Pmposal or Agreement lorm, Ue are consslenl wilh the mlenl of the Contract Documenls.
Architeclwill pmvide ConsWCtion Phase Services, as lolbws. 2.8.15 COMPLETION CERTIFICATIONS: II IndMated b be pmvided, Ne Aichitecl witl
2.82 THE CONSTRUCTION PHASE WILL COMMENCE with ihe awaM of Ne ConVad observe Ue wnsWCAOn lo determine ihe dales of Substantial Completion and final
for ConsWction and will terminate when final paymenl lo the General Conlraclor is due, �mpletion, and will receive and fonvard to ihe Owner wiilten wartan6es and related
or in the absence of a final CeNficate for Payment or of such due daM saty (60) days dauments reGuired by the ConUact Documen4s and assembled by the Gene21
after ihe Dale of Subsfantial Completion of the Work, whichever ocwrs first Contractor, and shall assist the Ownefs agent in issuing a final CeNficafe for PaymenL
Hrequlred.
2.83 ARCHITECT AS REPRESENTATIVE OF OWNER: The ArchNeM will be the on� 2.8.16 PAYMENT APPLICATION APPROVALS: II such service is indicaletl to be
sile representalNe ol the Owner durirg Ihe ConsWCtion Phase. If Ihe Architect is provided, the Architect will detemiine the amounts axing to Ihe General ConUactor
providirg full�swpe ConsWclion Administra6on Services, all insWctions W Me General pased on obsenatbns at Ne sile and on evaluatians ot Ihe Genaral ConUaclors
ConUador shall be forxarded Mrough the Architect The Architect wiN have aulhorily to ApplicaGons br Payment, and will issue Certifw�es br Payment in such amounts as
ad on hehalf of the O�vner onN to the exlenl provided in Ihe ConUad Documents p�d�y in Ihe Contract DocumenLs.
unless olhereise modified by wnflen insWmenl in aaordance wilh Nis proposal.
2.8.4 ARCHITECTS SITE VISITS: II indicated to be provided ihe Archited will visit Ne 'i�,s,q al a foEPay 2p by the Architecl b Ihe
site at intervals approDnale to 1he stage ot conswcfian to become generalty familiar qyner, based on Ihe ArchAeds obsena6ons at the site as provided above and on the
with the pro�ress and qualily of Ihe Work and lo delertnine, in generol, if the Work is dala comprising ihe General ConlraMOfs Application lor Payment, tl�al the Work has
Vroceeding in acwrdance wdh Ne Canlract Dauments. Hqvever, Ue Archiled will not r ressed to the inl inCicated; Nat, to tl�e best ot Ihe ArchitecYS knowled e
be requiretl to make exhausGve or con6nuous oo-sile inspecUOns to check Ihe4ualiry or P � 9 •
quanbry of Work. On Ne basis of such oo-site observatlons as an Archilect, Ne mfortnahon and belief, the qualiN, of Nat Work is in acmrdance wBA Ne ConVacl
Archilect will keep the Owner Informed af the conlormance and qualiry ol the �uments (subjecl to an evaluatan ol ihe Wo�c for conformance wiU Me Contracl
ConsWCGon Work Documents upon Subslantlal Completbn, to the resulls of any subsequent tests
required by or peAom�ed under the Contract Daumen6 conectable prior to compIeM1On,
2.8.4.1 If the Owner desires more ealensive project observation Nan ihe amount and lo any specifc gualifica6ons stated in Ne CeNficale for Paymenll; antl ihat Ihe
indicated, or lullume pmjecl representa�on, Ihe PNner shall request that such services Gene21 Gontractor is entitled to payment in Ue amount ceNfied. Issuance of a
be provitled by the Archdect as an Additional Services in aaordance wilh the terms ol CeNficale for Payment by the Architect does not cons6fule acceptance of Work nol in
this Agreement. aaordance witl� Ne ConVacl Documents, and is not a representa6on Na� Ne ArchileIX
2.8.5 NO RESPONSIBILITY fOR CONSTRUCTION ACTIVITIES: The Owner hereby has made any ezaminatbn W ascertan hax and for whal purpose Ihe General
agrees Ihat �he Archilecl and the Architecfs consul�anls (includirg oKcers, directors, Contrador has used Ihe moneys paid on acmuntof ihe ConUact Sum.
employees - collec6vely, 1he Archilect) will have no canUOl or chaqe of and will not be 2.8.18 CERTIFICATIONS: The Architect will nol be required to s' n any document Ihat
responsible lor consWdion means, mefFads, lechnipues, sequences ar procedures or would resull in Ihe Archilecl's (orthe ArchitecYs consultanLS) certi�wtion, guarantee, or
for safety prerauGons and prog2ms in conneclion wiU Ihe ConSWCtion Wo�lc as �hese wananry of Ihe ol Condi6on5 ihat the Archiled (orU1e ArchiletYs tonsul�anls)
are solely the General Coniractofs responsibility under Ne ConVacl for ConsWCtion. cannol ascertaia The Uvner will nol make resoW6on ol any dispute with the Archdect
The ArchileIX will nol be responsible for the General ConUadofs schedule or lor his or payment,of any amount due to Ne Archiled in anp way contingent upon the
(aiWre to wrry out Ue Work in aaordance wiU the ConVact Dauments. The Archilecl ArchOecfs sgnmg of such ceNfiw6ons. The Architecl wi0 nol execute any daument
will have no control over or cha�ge ol acls or omissions ol the General Conhactor, iha� in any way might, in Ihe sole opin'wn of Ihe Architect, inuease Ihe ArchitecPs
subconVacbrs, their agents or empbyees orolher persons pedorming Ne ConsVUC�on liability and nsk, or aflect U�e avaiWbAiry and cost of protessional or general liability
Work. insurence.
2.8.6 THE ARCHITECT WILL NOT BE RESPONSIBLE for Me acls or omissions of �he 2.8.19 WRITTEN AGREEMENT REWIRED FOR CHANGE OF DUN: The extenl ol
Owner, Ne General ConGactor, any subconVadors or any oNeren66es pedorming any the duties, responsibililies and limitations of authoriry of the Architect lo the Gvner
of tl�e Work, or kr Ihe failure ol any of them to carry out Ne Wo�C in aaordance wilh during cons WUion shall not be modified or exlended wi1Mu1 the written consent of 6oth
Ihe ConVact Documenis. Ihe Owner and Ihe ArchitecL
2.8.7 CONSTRUCTION WORK ACCESS: The Archi�ect will, at all times, h9ve access Y.9 design without conslruction administrotion:
IotheCOnsWClbnWork. 2.9.1 IF THE ARCHITECPS SERVICES DO NOT INCLUDE'ConsWC6on Phase'
2.8.0 THE ARCHITECT WILL BE THE INTERPRETER of U�e requirements of the Services, inGuding but not IimNed to wnsWction observa�ions, su6mitlal reviews,
Contrad Documents and Ue ju e ol ihepe dormance Me2 under by Ne Gene21 payment appliwtbn reWews, or other ConsWCtlon AdministraGOn phase senices, Ihe
Contractoc The Archilec! will re er in�eryrelafbns necessary lor Ihe proper execu6on Owner warves any claimsag ainst Ihe Architect ihat may be in any way connected
or progress ol ihe Work with reasanable prompNess on wntten requesl of eilher ihe ihereto. In addi6on, lhe Architecl will not be render initial tlecisions on Claims or ceNfy
Owner or Ne General ConUaclar, antl shall render wntten dedsions, wiUin a terminationofNeOwner-ConVaqorAgreemenl
reasonable time, on all claims, dispules and olher matlers in ques6on belween Ihe y,g HOlO HARMLESS AND INDEMNIFICATION: As Ihe lack ot ConsWCtion
O,vner and the Gene21 ConUaclor reW6rg to Ihe execution or progress of ihe Work or qdminisGation Services will reduce lees charged lo the Owner bul poten6alry ncrease
in the interpretation of the ConVacl Documents. Ne Architecfs e:posure b risk and liabiliry, Ihe Owner agrees lo Ne fulfest eztent
2.8.91NTERPRETATIONS AND DECISIONS of Ne Architeci will Ge consis�entwiN ihe permitled by law, to indemnAy and hold harmless Ihe ArchitecL its olficers, directas,
intent ol and reasanabty inferd6le fran the ConVacl Documenis and may be in writlen employees and sub-consultanls (collec6vely, Architecl) agains� all damages, Fabili6es
or graphic form. In the ppaciry of intery2ler and judpe, Ne Architecl will en0eavor to or cosls, including reasonable attomeys' fees and detense msts, araiig out of or in any
seare faiUlul peAOrmance by both Ne Gvner antl me General ConNador, shall not way conneded with tl�e peAormance ol such senices by oUer entities and from any
show paNality lo eiUier and shall nol be liable for ihe result of any inlerpretalbn or and all claims arising from modifipGons, darificalions, interpreta�ons, adjusMents or
tlecision renderetl in good faiN in such wpacity. changes made lo Ue Contract Documents b reflecl chan9ed field or other condNOns,
2.8.10 ARCHITECTS DECISIONS REGARDING ARTISTIC EFFECT: The ArchitecCS except for claims arising Irom the sole negl�ence or wilitul miscaMud of Ue ArchRect.
decarons in matlers relati lo aAis6c eflect shall be Gnal if consislent with ihe inlent of No deduclion shall be made Imm ihe Arch' ecl's compensaGon on accaun! of penalty,
the ConUact Documenls.�ANSGc etled' may indude Wl is not limited lo dedsions �iquidaled damages or oMer sums wilhheld from paymenLS tor Ihe consWClion, or due
regarding maleria�color selections, appliption ol fin�shes, and Ue qualiry of Ueir toanincreaseinNecoslofNeConsWCtionWOrk.
inslallahon. The ArchiteRs decisions on any other daims, disputes or other matlers 2.70 existing tactliry survey (for proI'ecis only with ezisling wnsWCtion elemenls, and
includin9 those in quesYOn belween Ihe O�vner and Generol ContracNr, shall be subject any if indicated lo be provided wiUin the proposal):
loarbilratioa 2.10.1 THE ARCHITECT WILL RELY UPON Ne accuraq and completeness ol
2.8.77 ARCHITECTS AUTHORIN: The Archited will have authority to re1ect WoM informaGOn and documentation regaNirp fhe ex�sting buildinq sWClure Nal is Orovided
which dces not wnform lo Ihe ConVact Documenls. Whenever, in ihe Archilecfs by Ne Owner, il il exists. An Exis6ng Facility Survey pe�(ormed by ihe Archilect is
reasonable opinion, il is necessary or advisable for Ne impiementation of Ne intenl of intended onry to verily and to supplemenl that iniormation.
ihe Contracl Daument5, Ue Architect will have aulhorify lo require special inspection y 7HE ARCHITECT WILL DOCUMENT Ne basic dimensions and co�i6ons as
or testing of Ihe Work in accordance witli Ne proNSbns of ihe ConVad Documents, �ryey ezist at Ne project, site. The Archilecl will rely upon feld measurements and
whetherornotsuchWorkbeNenfabncated,installedorcomD��ed. hotographs of conswchons elements that are exposed to view, but rro deswclne
2.8.72 CONTRACTOR'S SUBMIttAL REVIEW: If ndiwled lo be provided, Ihe PesfirgorinvestigalionofconcealedaunknowncondiUonswillbepertormed.
Arc�itect will review and take aDPropriale action on �he ConUactofs Shop Drawi�gs, Z,�p.3 AN EXISTING FACILITY SURVEY DOES NOT INCLUDE an anatysis of the
Product Dala, and sampie submitlals that are required by Ne Aichitect within O�e Q%13G� y��l, mechanical, or elecUical systems, unless specificalry indicated in Ne
ConsWClion Documenls. Review of Ne ConVactofs Subnillals is only lor conformance propasal forServices. It is assumed ihat exating systems can be successfully modified,
wiN the design conceDt af Ihe Work and wilh Ihe information induded wiNin the supplemented or campklely replaced, in order lo aaommo0a�e Ihe needs ol the
Contrad Documents. Review of submipals is nol b tletermine the accuraq and proposed projecl.
compleleness of dimensions, quanGUes, and installatbn or perlormance of equipment
or systems - which are the ConUactofs responsibipry. The Architecfs approval of a 2.11 preparation of "prototype" documents (ilapplica6le):
speGfic item shall nol indicate appmval of any assembly ol which Ihe item is a y.7�.� 'pROTONPE' DOCUMENTS produced by ihe Archiled are intended lo be
component Up to nvo (2) reviews ol each requiretl submitlal �s induded. used by ihe Owner lor fuNre pro'�qs at various unknown laatbns. Prototype
2.8.13 RESPONSES TO CONTRACTORS REWESTS FOR INFORMATION (Rfl'S�: Daumenls are not to be consWed as legal 'ConsWCOOn Dauments' for use in
Unless oNerxise indicatetl in the Agreement or Proposal, Ihe Architecl will pmvide consWCtion ai a building at a�specific sile. Unless olhenvise iMicated, when'protorype
responses lo RFI's only if ihe informafan is not already available to Me Conhactor Gom tlauments' are beina provided to ihe Owner, Ihe ArchBect is not providing any
a careful study oi Ne Cont2cl Documents, field conditions, oUer Owner-provided ConsWCtion Phase servces in connection wiN IuWre use ol Ihe Prolotype
informalion, Contractor-prepared coordinafion drawings, or prior Pmjecl Daumen5,
cortespondenceordaumenlalbn. 2.712 IN RECOGNITION OF THE A�DITIONAL CONSEOUENTIAI. RISKS lo Ihe
2.8.14 CHANGE ORDER PREPARATION: If indicated ta be provided, Ne Archi�ect will Archilect resullinp Irom the ArchitecYS Inabilily lo conVOl fuNre use ol Prolorype
prepare Change Orders lor Ihe Ownefs appmval and exeatan in aaadance with the Documenfs, the Owner agrees to waive all claims against Ihe Archilecl ihat mighl 6e
ConVacl Daaments, and shall have aulhorily to order minor charges in �he Work nol coniribuled to or wustd in any way by the ArchilecYS exclusion irom ihe ConsWcGon
011 klover architect • terms 8 conditions of the desian service aoreement oaae 3 of 5
Phase, and any claims Nat might with reasonable ceitain7, have been avoided w 3.S.B CONSUL7A710N REGARDING REPLACEMENT OF WORK eitl�er 2jecled by
mitigated had tl�e Architect urovded Co�wction Phase Serv�ces on projecb invdvirg the Archi�cl, or damaged due M fire a oNer auses.
ihe reuse of tl�e Pmrorype oaumenls. 3.5.9 CERTIFICATIONS of tl�e completeness of Ihe consWClbn WoAc, requiretl by
2.11.3 HOLD-HARM�ESS AND INDEMNIFICATION: The Owner egrees, to the Nllest local or slate agencies having junsdiction, or bY lenders wAh a finandal interesl in the
eztenl permitled by law, to indemnify and Iwld hannless Ne Architect ils olficers, Work. If required by,AulhoriGes Naving Jurisd¢tion (AHJ) such cerlifications will be
direclors, em�oyees and sutrconsuAang (collectivey, Ue Architect) aqainst any and provided hy Ne Architect onty upon receipt of tl�e General �onUadofs prior stalement
all damages, liabilities or costs, including reasonable attomeys' fees and delense oosLS, of 'su0.t�an6a� or 'finaP complefion of tt�e waAc, and onry aNer fhe Architecl has
ansirig out of or in any way connecled to ihe use of the pmlotype daumenCS on any peAormed a visual observafion of Ihe consWC6on Work. (RE parag2ph 2.8.1 B above)
olher projecl or site, ezcept for damaqes, IiabilNes or cosls attnbutable to Ne sole 3.5.10 DISPUTE or OEFAULT SERVICES in connection witl� metliation, arbiUafion or
negligence or willful maco�uct by Ihe A�chitect legal pioceedirgs conrsmirg d'a tes between tl�e Ovmer and fhe Generol ConUador.
article 3— additional services: sucn services �ndude ume ny �i e . A�chNectrequi2d dice to dehull ol ihe Gene21
3.1 SERVICES N0T INCLUDED: Unless otherv+ise i�iptetl in the Proposal or Sco Contraclor, by mapr tlelec5 or defuencies in the Work ol Ihe General Coniraclor, or by
Pe lailure of pe�tormante of eitlier �he Oxner or Ihe Gene21 ConVacWr uMer Me Mrms o(
of Senice Schedule, Ne folbwing services will nol be prwitled. 11 subsequently IheConUadbrConsWClion.
appr val of�ihe Owneron Ne 6as o h o u dy ra � or m ethad. added upon 3.5.71 CONSTRUCTION ADMINISTRATION SERVICES providetl sury (60) days after
3.2 OROERLY, AND SE�UENrIAL PROGRESS: Pmposed Fees are based on an �QdateolSubstanfialCompletion.
ordedy progression of planning b Ihe Architect with concurrent and 6mely inpul, review 36 POST-CONSTRUCTION PHASE ADDITIONAI SERVICES:
and approvals by Ihe Oxner. T�is progress may slart with Prog2mmmg anNOr Ne 3.6.1 RECORD DOCUMENTS indica6ng changes b the Work made during
SchemaGc Des'g n Phase, ihrough preparahOn of, the ConsWCfron Dacuments, and consWCtionbasedonmarked�p'as-builCprinlsfumishedbytheGeneralContractw.
proceeding on ,o actual ConsWClion of Ihe Pro�ecL Owner requested revisions �0 362 POST-OCCUPANCY OBSERVATION to review obligatlons of Ihe General
Design DeveloDment DocumenLS or ConsWCtion Documenis Uat are: nol consistent ConVador priorto Ne tondusbn of Ueir'Cortection ol WoAf penod.
with prior insWclions or approvals, or due lo changes required as a resul� ot Ihe
Ownels (ailure to render decisions in a timery manner (and due lo causes not solely article 4- ownershlp and use of doCUments:
within ihe conVOl of the Archilecl) are not induded. 4.1 INSTRUMENTS OF SERVICE: The Drawings, SpecificaGons and olher daumenls
3.3DESIGNPROGRAM: preparedundertermsofthisAgreementare'InswmentsolSemce oflheArchitedor
3.3.1 A DESIGN PROGRAM is a written sU�ement defining a consWC6on pro1ecYS Ue Archited's consultanLa, and unless oMernise indicated, are intended tor use salely
goals, aclivi6es that must be acxommotlaled, and listiny special requiremenLS or wilh respecl lo bis Projecl only. The Architecl and lhe ArchilecYs consuflants will be
considerations thal are to be provided - and Ne'sUnirg poinY of Ihe desgn process A deemed Me aulhors and owners of Neir respective InsWments of Senice, and unless
desynprogramindudes(1)a'peAormancesW�emenCdescribirgwhalisneeded. 2ja olhernise indica�ed, will relain all common law, statulory and oNer reservtd rights,
measurement melhod', and (s) a'tesf mnsisting of an agreed�upon appma� lo whetherUeProjecltorwhkhtheyarepreparedisconsWCtetlornot
establish that Ne required pe�formance cnleria has been met. 4.2 LIMITED LICENSE: The Owner is herein granted a limitetl, noncxUusive license to
3.3.2 �ESIGN PROGRAMMING SERVICES: If ihe Design Pr ram is indiwled to be reproduce ihe ArchRecl's InSWmenis af Service solely for pu ses ot consWCtion,
provided by Ihe Architect in Ne Proposal, Ne folbwing Add�nal Services will be usmg and maintaining ihe Pmject, provided Nal lhe Uxnercom ies w'iN all o6lgatbns,
included: including prompt paymenl of all sums when due under this Agreemenl Any lermina6on
3.32.7 PaNcipale in meetings and canlerences wdh ihe Clienl, periodic reviews and ol ihis agreemenl pnor to completion o(the Projed shall termina[e ihis license. Upon
formal pmsenla6ons, and assist in prepanng minutes or repohs for luture relerence. such termination, Ne Owner will ref2m from making fu�ther reproductions ot the
InsWmenls ot Service and will relum to d�e Architect a0 originals and 2producUons in
3.3.2.2 Taka part in site-visits to similar exis6ng pro�'e Gs. and paNdpate in inlerviews the Ownefs possession or cantrol. Subm'�ssion or dislributbn to meel olfipal repulatory
wi�hiheClienCsmanagersandlormnsultanLS,asappllcable. requirements shall not be consWed as publica6on in demgation of Ne ArchitecYs
3.32.3 Prepare a summary and evaluation of dala and requiremenis oblained Irom all �h��
sources. This summary will be Ue basis for Ihe final wriden Oesign proqram. 4.3 UNAUTHORIZEO USE: The InsW men5 0l Service shall no� be used by the Oxner
3.3.2.4 Prepare Ihe final writlen'Desgn Program'statemenL on any other pm�ecls, for additions to Ihis Projecl, or for completion ol lhis Project by
3.4 DESIGN PHASE: oUers, unless such drawings are'Prolotype Dowments'.
3.4.1 CHANGE OF SCOPE af Ihe intentled des n in either size, uali or cosl , or a 4 � 4 ELECTRONIC MEDIA FILES are'InsW menk ol Service' of tl�e Archileci are nol to
cha e of conditions under which the des' n semces are lo be Q rformed, Nm � h no ��^�idered as oHicial ConsWc6on Documents, as diHerences may ezist bertveen
faull of ihe ArchilecL g � � U�e Electmnic Media and ihe correspondinq harcicopy, signed, sealed and approvetl
ConsWCtion Documenis used forthe projecPS consWC6on.
3.42 DELAYS IN DESIGN PROGRESS of more Ihan sixty (60) days 6elween phases q.5 NO REPRESENTATION IS MADE regarding Ihe aau2cy or compleleness oi Ihe
of Ihe ArchitecYs services. ElecUOnic Media fdes pmvided by �he Amhilecl Receipt of ElecUOnic Metlia files by Ne
3.4.3 USE OF A NON-STANDARD CONSTRUCTION CONTRACT Nat is nol based on Owner is no� to be deemed a sale, and ihe Archited makes no wartanty, eAher express
Ihe mosl recenf edi6on ot ihe AIA's Daument A201 'General Conditbns ol �he or implied, of inerchantability or 6Ness lor any parGcular purpose. In no event will �he
ConUact for consVUC6onp or equivalenl contrad lorm approved by Ue Archited. o p re Iting u o Ne E Medie files.but not limiled lo daims for bss
3.4.4 USE OF A NON-CONVENTIONAL CONSTRUCTION DELIVERY meMods
induding 'fas4tracltirig; 'mul6ple�pnme cons�ucGon wnUac4s' or having Ne Oxner article 5— construction costs:
act also as Ne'Gene21 ConUador.' S.7 THE CONSTRUCTION COST (or cosl of Ihe Work is hereby defined as the lotal
3.4.5 PREPARATION OF DOCUMENTS FOR ALTERNATES of muWple versions of Ihe cos( (or if the Project is not compleled, Ne estlma�ed cost) W Ihe Owner of all
Projecl lo he priced, but nol necessanly cons Wcted. consWCGon elemenis of the Pmject desgned or speafied by Ihe Archilecl. I! indudes
3.4.6 DESIGN OF UNUSUAL FOUNDATION SYSTEMS or sWCturally suppoAed �oor ihe cosl at artent ma�Cet ates ol Wbor and malerials fumished bv Ne Oxner and
syslems, necessitaled by poor sub-suAace soil condi6ons (use of convenGonal spread equipmen� designed, speafied, selecled or spedally provided for by �he Archited,
or Uench tootings and slaban�grede Ooors wiN normal require0 seismic crilena is indudmg Ihe cosls o� management or supervision of consWclion or mstalW6on
assumed) providetl bp a separate consWCBon manager or conVactor, plus a reasonable
3.5 CONSTRUCTION PHASE allowance for Iheir overhead and profi4 ConsWCtion Cosis do not include Ne
compensatian ot the Architecl and the ArchitecYs wnsulWnls� Ihe costs ol the land,
3.5.7 PREPARATION OF DOCUMENTS FOR PROPOSAL RE�UESTS thal rellect a ri9hts-0f-way and fnandng oroUercosls Ihal are Ihe responsibiliry of 1he Owner
charge of Ne Scope of ConsWClion Work aAer approval of Ihe ConsWC6on 52 CONTINGENCY: In addiGOn lo Ne a6ove, a reawnable allowance for con6ngencles
Documenls 6y Ne Owner. shall be induded within Ihe ConsWClion Casts for markel conditions at ihe time ol
3.2 CHANGE OF SCOPE ol ihe intended desyn (in either size, quality or cost), or a bidding, for possible omissions, amtigui6es or inconsislencies in Ihe ConsWdion
charge of condNOns under which the design services are to be peAormed, through no Daumen4s, and for minor changes in Ne Scope of Ne ConsWCtion Work.
laull of Ihe Archdecl. 5.3 THE OWNER HEREBY ACKNOWLEDGES Ihal neither Ihe Archited nor Ne Owner
3.5.2 EVALUATION OF SUBSTITUTION AND VALUE ENGINEERING (VE) review have conUOl over Ihe cost of Wbor, matenals or equipment or conUW over a General
ilems, and (or making subsequent charges to ihe ConsWC6on Documenls as a result ConVactofs melhods of determinirg 6id pdces, or conVOl over Ne compe6uve biddirg
of acceD�nce of VE ilems. market or nego6ating condi6ons.
3.53 ADDITIONAL SUBMITTAL REVIEW ol ConVaclols produq data, shopdrawinqs 5.4 OPINIONS OF PROBABLE CONSTRUCTION C0.STS prepared by the Archilect
or samples when not required by ihe ConsWCGOn Documents, or for ou�-0l-sequence reD�ent Ue ArchRecl's best Iudgmenl as a design pmfessional tdmiliar vrith ihe
review of items that require sequen6al or concurtent review and cooMine6on. consWC6on industry. The Archifecl canrwl an0 tices no� warrant or reyresent Nat bids
3.5.4 SPECIAL INSPECTIONS and feld-testing per requirements of local auMorifies or negotialed proposals will not vary fmm Ne Owners Prqecl Butlget or Gom any
having jurisdiction. opinion of probable consWClion cosl prepared by Ihe Architect
3.5.5 RESPONSES TO CONTRACTOR'S REQUESTS FOR INFORMATION (RFIS) 5.5 NO FIXE� LIMIT of ConsWCtion Casts is established as a condition of this
� where the inlormation is available by areful sM1dy and comparison ol Ihe ConsWCtion A92QmenL unless speufically inditated.
Documents, Geld mndNOns, Ownefs provided informabon, CanVador-prepared
coordinalion drewirgs, or prior Project cortespondence or documeotalbn.
3.5.6 AODITIONAL SUBMITTAL RESPONSES (rom the ConVactor afler Nro (2)
rejections a reNms lor revisbns are made.
3.5.7 CONSUITATION REGARDING DEFAULT OF THE CONTRACTOR lor delects or
deficiencies of Ne CansWClion Work.
011 klover archltect - terms 8 conditions of Ihe desion service agreement oaae 4 of 5
BRICI86—ADACOII1p1180C0: 7.10 THE ARCHITECT AN� OWNER w consequential dama �Or daims,
6J THE AMERICANS WRH DISABILRIES ACT ADA) pmvides Ihat it is a Nolatbn of mu waiver�a a� p IImAaGOn��W�ali o�w�ispue da m �age�.v due
lederal law to desgn and consWCl a fadlily �al dces not meet Me accessibiliry eitherparty'stermidation.
requirements of the ADA encepl whe2 an entM can demonsaate Ihat d is sWCturally �.� � qppLICABILIN: Provisions af Ihis Article shall a to, bul are nol limiled lo
imprzc6pl to meet such requirements. 7he ADA is tederai dvil rights legislatlon that is PDh
not rypicalty a pan of any state w bcal laws, oodes aMregulatlons 0at grnem Drofessanal liabiliry, indudirg neglgent acls, errors, omisswns, sNCt liability,or breach
mnsWclion. Enlorcement of Ihe ADA is prosecuted by ihe Oniled States JusUce of contrad.
DepaArtent thmugh Ihe Fede21 Dislrict CaM spslem. Sped(c requirements ot Ue article 8— payments to the architect:
ADA are therefore subjed to varbus and possibry conVatlktory inleryretatbns, on a
case�by�case basis. A building designed and constn�cled in full compliance with B.1 TIME IS OF THE ESSENCE wiN respecl to paymen� ol lhe Archiled's nvoices, and
applica6le buildinq codes may ba lound in violation of �he ADA, and variances and timetypaymentisamalerialpaROflhecansiderotionofthisAgreemenL
inlerpretahons by Iocal building officials are not binding lor ADA purposes. 82 INVOICES: Payments will 6e made by ihe Owner upon presentation ol invo'wes al
fi2 THE ARCHITECT WILL USE REASONABLE PROFESSIONAL EFFORTS and monihy inlenals or as olhemise appmpria�e, for complebon oi Senices and lor
judgmenl to interprel applicable ADA repuiremenis and will endeavor �o des'g n lor 2imbursable expenses wilhin Nat billing period.
accessibiliry 6y Ihe disaWed in anlortnance wiN appliwble codes and olher regula6ons 8.3 PAYMENTS ARE DUE UPON RECEIPT ot invoices — terms: Net 30 unless
as ihey apply to the projecl, Such interyreWfion and advice will be based on what u oNenvise indipled in wn6ng. Paymenls will not be subjeM to any discount, set-0fl, or
known about ADA interyrela6ons at Ihe 6me �he service is rendered. backtha�qes by Ihe Qxner unless a9reed �o in advance and in wnfing by Ihe Archi�ett.
6.3 THE ARCHITEGT DOES NOT WARRANT OR GUARANTEE Nal Ne project wiil Paymenl ior services rendered and enpenses incurted will be due and payable
fully comply with interyretations of ADA requiremenis 6y autlwnfies having ryrisdicGon re9ardless ol any subsequen� suspension or termination of ihis Agreement by eiUer
or couA dec�sions in Ihe IuNre, or the requirements of olher lede2l, stale antl bcal PanY�
laws, rules, codes, ordinances and regulalions as ihey apply to the tlesign ol this 8.4 COSTS FOR PROFESSIONAL SUBCONSULTANTS Mat are not included in the
Prol� proposed fees, or lor additional services by such consullanls, will he charged at a
artiCle 7— limitation Of fl0bili : mulliple ot 1.10 tlmes our direct cost induding both Ne ConsultanCs fees and Ne
ty ConsullanPs reimbursable expenses.
7.1 STANDARD OF CARE! NO FIDUCIARY RESPONSIBILITY: The Architect antl Ihe 8.5 REIMBURSABIE EXPENSES are not Induded in pmpased'fee amounls', and will
ArchilecPs consultants (collectively, Ihe Architecll will endeavor lo pmvide services be charged at a muNple of 1.75 times our wst or al �he spedfed rales for in-house
using due care and skills ordinanly exerpsed by otherArchilecls prac6ciig In ihe ume expenses as indiatetl in Ue attached 'HOUAy Rates 8 Expense Schedule
or similar locahty under Ne same or simiWr qrcumslance, and will entleavor to pedorm Reimbursable expenses include aqual ezpenditures ma0e by Ne ArchiteCt, its
services as expedi0ously as is mnsistent with such prolessional skill and pre and Ihe emplopees, or our Crofessional consWUnis in ihe mterest ot Ue Uvner, indudhg but
ordedy progress of Ihe Project No oNer wananhes or guarentees are oHered, not limrted ro Ihe lollowing:
expressed or implied. The O�vner acknowledges ihal lhe ArchAecl has no� oRered any
fduciary service to Ihe Owner, and Nal fidudary responsibiliy is nol owetl N Ihe Oxner 8.5.1 Travel e�penses, includim� but not limited lo bdgirg, Uansportalbn and meal
by the Architecl as a consequence ol ihis Agreement. expenses when Uavelinq in connecUOn with a Projecl
72 THE OWNER UNDERSTANDS thal consWCdon is nol an erad science, and iha� 8.5.2 Fees paid for applicatlon and/orseanng approval of aulhori6es having jurisdiclion
unforeseen conditions and evenfs may necessitale modifka6ons to Ihe tlesgn intent or over Ihe Projecl;
ihe dowmenis prepared bv the Architecl. Allhough the Architecl will prepare Ihe 8.5.3 Fxpense of lorg-0islance phone,calls, computer �bt�ng, d2winq reproduc6ons,
ConsWction Documenls witfi tlue care and dilgence, peAection cannol be guaranteed. photowpies,postage, messenger service, ovemght delivery, and handfing of D2wings
Design and consWClion are complex, consequen�y every possihle condilion or andSpedficationsbyoNers.
conhrgency cannot be an6cipated. 8 6 PNENTY (20) DAY PROTEST PERIOD: If 1he Owner objecls to all or any poNon of
7.3 THE OWNER RECOGNIZES Nat it is neither p2clical nor aslomary for Ihe an invoice, Me Owner shall rwlify Ihe Architect wilhin [wenty 1201 calendar days af Ihe
Architect to indude all consWCtion delails of all cons Wchon materials and systems in invoice dale, idenbfy Ihe cause of Ihe disagreemenl, and pay B�al porlan of Ihe invoice
ihe plans and spedfiw6ons, occasionaly creaGng a need for furiher supplemenlalion not in disW�� W�n due.
aM mteryreU6on by Ne Architecl dunng cansWCUOn. 8.7 LATE PAYMENT: A senice charge N 1.5% of ihe adjusled prevbus balance (or a
7,4 BETTERMENT: The Architect will not be responsible for any cosl or expenu thal minimum service chaye of 315.00 per invoice) may be added b tl�e Ownefs aaoun6
provides betlermen4 upgrade or enhancemenl ol tl�e pmjecl. If any required paA of Ihe for any paymenl received by ihe Archilect aRer Ihirry (30) calendar days Imm the dale
ConsWC6on Work is inadvertenlly omitted irom the ArchitecPs ConsWCYion o( Ne invoice, exceptirg anypoNon ol the invoiced artaunt in dispute and resolved in
Oauments, ihe Archiled will not be responsible for paying the additional cost lo add favor of Ihe Gxnec 7he adjusted previous balance is Ne amounl owed Ne Archilecl on
such item lo Ne ezlent Ihat il would have been othenv�se necessary or adds value lo Ihe preceding invoice, less paymenls and credils received. Appliption ol Uis service
the projecl. cha�ge as a consepuence of late payment does not canstitute any willingness of ihe
7.5 EXCESS CONSTRUCTION COSTS are hereby defned to be additional cosls Architecl to Gnance ihe O�vnefs ope2tions, and no suchwillingness shall be inlened.
charged by ihe General ConVaclor �hat do not induAe any improvement or betlerment 8.8 SECUREMENT: Ezcepl W �he eztenl prohibAed by law, tl�e Oxner shall be liable for
costs to Ue value ol ihe Work. Excess consWCtion costs are considered as the any aM all losses, damage, or expenses, irxiuding reasonable atlameys' lees which
diflerence beAveen the final, in place cansWCtian cost and an estimate ol whal such may be suslained by the Archi�ect in Ihe even� ol failure 4o make timery payment It is
asts would have been al the time ot Ihe signing of Ihe consW ction conUact Excess understaod and agreed by boU paNes Ihat any and all cred'A eztended to the Oxner by
consWCtioo costs which are less Uan five percent (5%) ol a negotiated pmposal or len Ihe Architecl under Mis Agreemenl may be secured by a lien against Ihe project.
percent (10%) of a'bid' amounl accepted by the Owner will be considered the ordinary
ana normai ris�s oi oonsw�uon. article 9— termf nation of services:
7.6 DELAYS: The O�vner agrees Uat ihe Architect is not responsihle for damages 9.1 TERMINATION: This Aqreement may be tertninaled by eiNer pairy uyon seven (7)
arisinq direcly or indirecity from any deWys for causes beyond Ihe Architecfs conGol. days' writlen noGce should the otherpa�y fail subSWntlally topeAorm m aaordance
For purposes of iha Agreement, such puses include, 6u1 are not limited to, sidkes or wiN requirements of Ihe Agreemenl, Ihmugh no lault ol Ihe party initiating Ihe
o�her labor dispules; severe wealher disruptions or olher natu2l disaslers; fires, noLS, tertnlna6on.
war or other eme� enues or acls of God; fai�ure of any govemment agencY W act in 9,2 pRCHITECT'S SUSPENSION FOR NON-PAYMENT: Failure ol the 0.vner to make
6mely manner, failure ofpe Aormance by Ne Owner oi the Ownefs conVacfors or UmeN payments lo the Architecl in aaoMance wilh)his Agreement shall be considered
Architecis; or discovery ol any hazardous su6s�ances or tliHenng site condi6ons. In subslantial nonpeAOrmance and cause for lermination. If Ihe Qrmer fails lo make
adAi6on, if Ne Aelays resul6ng Irom any such causes Increase Ihe cost or 6me required payment when due, the Architect may suspendpe dormance of services under iha
bY the Architecl to peAorm ils services in an ordeAY end eNidenl manner, Ihe Architect Agreemen� wiMoul writlen nolice. In ihe event of suspeMed services, the Architect
shall be enUtled to an equitable adjusMent in schetlule andlor compensation. shall have no liability to Ihe Owner for delay or damages wused by Ne suspension of
7] LIMIT OF IIABILITY: The ma�cimum pmfessional lia6ility of the Archited lo Ihe services. Upon receip1 of payment in full of all outs�anding sums due, Ne Architect will
O wi�l be limited to Ne amount speufcally indicated in ihe s'g ned Propoul or resume services with an equiWble ad�usMenl to Ihe remaining projed schedule and
of e�cti e�llege odansing u o h�env p ohbited by law liabiliry or puse lees as a resull of Ihe suspensbn.
9.3 TEMPORARY SUSPENSIIXJ: II tl�e Prqed is suspended for more Ihan SIXTY (60)
7.8 EXISTING SITE OR BUILDING CONDITIONS: The Architect may be requiretl to wnsealive days, Ne Archilect shall he compenuted for services pedormed Drbr to
make cerlain assumpGons regarding ezis6ng mndiUons, including bul not necessanly the suspension. When Ihe Projecl resumes, Ne ArchitecCS compensabon st�all be
limited to site conditions aMlor axisOng building componenls such as consWClion equi�abyadI'ustedloprovidelorexpensesincurrediniheintenuptionandresumplionof
materials, fire-resistive elemenis and mechanipl, elechical or plumbing syslems theArchitecYSServices.
�herein. As these assumptions may not be able fo be verified wiUwut addi0onal cosls g.q pERMANENT SUSPENSION: This Agreement may be lerminated by the Oxner
andlor desiroying olherxise adequate or serviceablepoNons ol Ne buiHing, Ne Oxner upon not less Ihan seven (71 days' written no0ce �o ihe Architect in Ihe event Ihat Ihe
agrees Ua4 excepl lor neglgence on Ihe part of Ne Archited, the Oxner will hold project is peimanently abandaned.
harmless and indemni Ihe A�chitecl for and againsl any and all daims, damages,
awards and tosls ol de ense arising out of Ihe d'scovery of ezisting condi6ons. 9.5 TERMINATION EXPENSES: In Ne event ol suspension of services Ihrough no fault
7.9 UNAUTHORIZED CHANGES: If the Qxner makes an cha e to ihe ArchilecCS or ol Ne Architect the Archilect shall be canpensated for sarvicespeAomied prbr to Ue
1' "9 termination, tageMer with all ReimhursaGe Expenses ihen due. The O.mer shall.also
the Architecfs consullanYs InsW menrs ol Service witlwut Ne writlen appmval by Ne reimburse �he Architecl for Ue ArchilecTS terminaGOn ezpenses InGuding but not limited
ArchileclortheArchitecYSCOnsulWnts,TheOumerherebyagreesthallheArchitecland b,Noseassada�edwithdemobilizalion,reassignmenlofpersonnel,andspaceand
Ihe ArchitecPs wnsultanLS will not be responsible for such changes. In addi6on, Ne equipmenl wsls.
Oaner hereby agrees, to ihe fullesl extent pertnitled by law, to intlemniN and hold the
ArchileU and ihe ArchilecYs consultanls harmless from any damage, fability or cosl
(indudirg reasonable atlomey's fees and costs of defense) ansing from unauthorized
changes.
011 klover architect • terms & condiGons o( the desian service aqreemenl oaqe 5 of 5
afllClB 10 - mISC6118n8ouS P�OVISIOIIS: Owner lo be confidential or proV In addition Ihe Ownerwill pmvide professional
10.1 PRECEDENCE: The ezeculed Pmposal,to�etlier wiN all atlachmenls inclutling ��� brNe Archilect in promoVOnal materials fort�e Project
the Scope of Services and these Terms and Conditions, supersedes all prior article 11 - definitions & terms:
agreemenLS and understanding. GR0.SS AREA: As rypically used by Planning and Zoning agendes, the area enclosed
102 GOVERNING LAW: Th's Agreement shall be govemetl by the law of Ihe pnncipal by Ue extenor face of ezterior walls at the g2de-line (foolpnnq of Ihe firs[-floor, plus
place ol business o1lheArchitecl. sunilar areas on other Ibors - bul rrot indud'ng e�terior areas wvered by raofs a
10.3 SUCCESSORS AND ASSIGNS: The Oxner aM Ihe Archilect respeclively binds ��P��• or'shaflareas ol stairs or mechanipl chases on stories ahwe the first
Uemselves, Ueir paMers, successors, assgns and legal representatives to Ne Wher (W�n known - area induded once al firs4floor).
paity Nis Agreement and W Ihe paMers. successors, assgns and leaal rep2senpGVes CODE-AREA: The area WITHIN the inside-face of exterar walls MINUS mechanical
of such oNer paAy with respect to all mvenanls ot Nis Agreemen4 Tleither Ne 0-xner sAahs on all floo�s aM interior couAS (open to Ne sky) PLUS the EXTERIOR AREA
rwr the Archilect shall ass'g n, sublet or Uansler his interest in Nis Agreement without uMer ihe horizonlal projecGon of a roolor floor a6ove (entries or sWClural canopies but
Ue written consent of fhe other. typiwly not including areas covered by'habric' awnings.
70.4 SEVERABILITY AND SURVIVAL: In the event Uat any provaion otihe Agreemenl �EqSEABLEAREA: The area tlwt wn be leased to a lenan4 and unless othemise
are deemed unenlorceable by a court wiN legal NnsOidion, Nat court is hereby indiwled by Ne Owner, inGudes:
eulhorized lo relorm Ne resUictions herein to the mazimum albwable resirictions - at ironC lo Ne ezledor face of Ne extenor wall: exdusive of Nickenetl piers or
permissible. All remaining poNons sha0 remain in lull force and e%ecL deco2live buildirg elemenls
10.5 CERTIFICATE Of MERIT: The Owner will make no daim for prolessional -atsharadsidearearwalls:lolhecenterotwall
negfg ence (eiNer direclly or by way of a cross complainp against ihe Archilecl unless - at ex�erior sidewalls: W Ne extenor lace of wall
the Owner has first pmnded the Consullant with a written CeNfirale of MeAI ezecuted - al intenor comdors (side a rear�: to comdor wall face
by an independent Archilecl anenUy praclicig in Ihe same state where Ihe project is - al extenor rear waA. W Ihe eztenor side of ealerior wall
located. The CeNlcale al Marit sha0 (1) indiwte ihe name and license numher ol Ihe - common-use areas Ilor builOirg mechanical or elecVical services, elevalors,
certifying Architect, (2) specify Ihe acls or omissions Ihat the cerUfying Architect stainvays,andotheishaAs)arealwaysexcludedlmmleaseable-areacakulauons.
contends are not in confonnance wiN Ne slantlard of care for Architecls peAOrming COLD DARK SHELL: endosed space with'undefined' lease�a2as (without demaing
professional services under similar circumslances; and (3) slate in deWil Ihe basis for paNGons) witl�oulinteriorfinishes orceilings, HVAC oreledrical syslem, and rypiwlly:
Ihe certifying ArchitecYs opinion Nal such ac5 or omiss'ions do not conform to Ihe -exteriorwalls:insulaledbu�wilhoutinlerbrfinish
sWndaM of care. This CeNTica(e ot Meril shall be provided not less than Ihirty (301 days - insulaletl slorelront with enUance door (single or pair) al Ironl and a rear exit or 2nd
pnor to Ihe presentation ol any claim or ihe insfitution of any arbiUa6on, media6on or (��texit il over 1,500 SF .I-ama.
ryd�ual proceediny. Tnis Ceroficale of Merit clause will take preoedence over any -Unfinishedconcretelloor-withbbckou�inrearforplumbing
exishng state law in lorce at Ihe time of Ne claim or demand br arbiUation or media�ion. - Sewec main sanitary wasle sNb-in at rear fa fulure connect
10.6 MANDATORY MEDIATION: Prior to any INOation or arbiVation, Ne partes will - Walec P sNbin aVear�orfuNre oonneclions
endeavar lo selUe dispules by media6on in axordance wiM Ne ConsWCtion Intlustry -Gas: Main service manifold & melerfor lulure conneclions
Mediatlon Rules of the Amencan ArbiVa6on Assaia6on In eflecl on the date of the - ElecUical: emply conduA Irom main buildirg service for inslallalbn of tlistnhuGon panel
AgreemeN. and co�uctor by lenanl
10.6.7 REQUESTS FOR MEDIATION mus� be in writirg� delivered to Ihe other party 'WARM-DARK-SHELL': as above, buIADD the followin� �
and filed witA ihe American ArbiValion Associatlon. The request may be made HVAC unil: Rooflop mounled HVAC unit sized lor one 17) ton wpaciry per 350 SF (�l-
conartenity with the filing of a wmplaint olher appropriate demand for binding pe rcadel -wilhoutduclworkdi56ibu6on�addPoOnalcapacityatlenanPsexpense)
dispule resoW6on, hut in such evenl, med�ation shall proceed in advance of bindirg ElecUica(: 100 qmp- 208/720V 3-phase enanl disUibuGOn panelpro videdwith conduit
dispule resoluGon proceedings, which shall be stayed pending media6on br a period ol sized W aaommodale 200 Amps. Conduit & Condudor provided only lo installed
sixry (60J days Irom the dale of filing, unless slayed for a bnger period by agreement of HVAC unit (wilh no Ig�ts or power receppcles)
the paNes or by couA order. Gas: Connection b installed HVAC onty
10.62 THE PARTIES WILL SHARE Ne Mediatols fee and any filing lees equalty. •WqRM WHITE-BOX': encbsed lenanl-spaces with demising paNtions bul no
Media6on will be held in Ihe shall be held in the prindpal place af business of ihe toileVplumbirig IadlNes, PLUS the blbwing added to Warm-0ark Shell above:
Archilect, unless anolher bcaGon is mutually agreed upon. Agreemenis reached in - Demisirg partitions: un-insulaled paAitions taped and unded - ready for painting by
media6on will be enforceable as a seNemeM agreement m any coud having junsdic6on tenanl
�e���� - Ceilings: 2 z 4 R(rypical) ceiling grid with acousucal panels
10.7 ARBITRATION:, II Ihe paNes do ra� resolve a dispule Ihrough metlia6on, and if • Lghtiny:2 z 4 Ouorescent Ighl-faWres at 8010 700 Sf spacing-connected lo tenant
agreed to by boN paNes, claims or disputes in quesuon beM1veen Ne paNes to Nis distnbutwnpanel
Agreement may he dedded by arbiVatbn in aaortlance with ihe ConsWCtion Induslry - ElecUical Distributbn: 7 duplex receplade at 20 ft spacing at d�nising paAition and
ArbiUationRulesolUeAmeripnArbilrationASSaiatbnartentlyineNect rearwall,anda112Nspadngabovestorefronlglazing�percodeminimum)
107.1 CONSOLIDATION OR JOINDER: Either parry at its sole tliscreGOn, may 'WARM WHITE-FINISH' (OR VANILLA BOX): Semi-finished teriant lease-spaces
consolidate an arbiUation conducted under Ihis Agreement with any olher arbitralion to induding all above, PLUS accessi6le toilet & plumbing fadlNes as follows:
which il is a pahy provided (1) Ihe arbiUalion agreement govemirg ihe o�her - Aaessible Toile4s (Per ADA 8 code): Sirgle uni�sec resVOOm with a single water-
arbiVaUOn permits consolida6on; (2) Ihe aNiVations to be canso idaled subslanually closet and lavatory in �enant-spaces up l01,500 SF, OFt two reslrooms (men women
invoNe common questions of law or facC and (3) Ihe arbiUaGons empby materially when ezceeding 1,500 SF (peroode). wiN assaialed ezhausl fan�s), Ilaordra n(s), an�
similar procedural rules and meNods lor selecting arbiUalor(sl. Either patly at its sole water heater.
discre6on, may include by joinder persons or en6lies su6sWntially involved in a - Code-required plumbing facili6es: Dual, aocessible drinking fountain and service-sink
common quesUOn of law or fad whose presence is required H complele relief is to 6e in each lenanl�space (may nat be required in spaces less Ihan 1,500 SF - to be
accorded m arbiValion, provided Ihal the paAy sougM lo be �oined consenis in writing to venfed)
such joinder. Consent to arbiValion invdvirg an addi6ona person or enGty shall nol - PaAiOOn walls araund toilel(s) wiN an op6onal janitofs doset and single fronUrear
wnsUtute consent to arbitration of any daim, dispute or olher matler in queslion nol partition auoss lease space
descnbed in Ihe writlen consenL The Owner and Archited grant lo any person or en6ry - Doars: Pnmed Mllow-metal Irame 8 paintyrade wood doors rypicallp lo �oilet room(s),
made a party lo an arbdra6an conducted under this Agreemenl Ihe ume tlghls of janitofsGoselandathonVrearpaNtion(ilprovided)forpaimfnishesbytenant
pinderandmnsoldalbnaslheUvnerandArchi�edunderlhisAgreemenL -Toiletacr�ssones:Grabbars,mirror,toileFtissue-paper-tave4andsoap-Oispensers
10.8 COMMENCEMENT DATES: wuses of acGon between Ue parties lo this andADASgnage
Agreemenl perlaining to acis ar lailures to act will be deemed lo have accrued and ihe - HVAC dislribution: suppN and retum ducnvork in ceiling above installed thmughout
applica6le slatues of limitatbns shall tommence M run not lafer Ihan either the dale ol finished space
Subs�antial Completion lor acfs or faiWres to act oaurring ptlor M Su0.5tanUal 7ENANT-FINISH; In�erior rooms provided wiN drywall DaN6ons, dooNl2mes and
Comple6on or Ne dale of issuance of the fnal CeNfwte lor Payment for acls or casewoAc per the desgn prog2m, including floor and wall finish Ueatmen6 (61e,
lailures to act occurting after Substan�al Comple6on. In no even� shall such stsNtes of carpetirg vinyI-wal4mvering w painl finahes) and vnN acoustical or painted dry�all
limitafions wmmence b run any laler Ihan ihe date when Ne Architecl's services are ceifngs. HVAC and elecUkal power daNbution will be provided to serve installed
su651an6ally compleled. equipment as appropriate.
10.9THIRDPARNBENEFICIARIES:NothingconUinedinthisAgreementshallcreate endo(termsandconditions
a conVaclual relaGonshiVwith or a cause of action in favor ol a ihird party against eilher
Ihe Qvner or Ue Architect T�e ArchitecCS services untler this A9reemenl are beirg
peAOrtned solely for the Oxnefs benefi( end no oNer entily shall have any daim
againsl the Archrted because ol ihis Agreemenl or Me peAOrmance or nonpeAortnance
of the ArchNecfs services.
70.10 HAZARDWS MATERIALS: The Archited will have no res�nsibiliry for ihe
discovery, presence, haMling, disNrbance, removal or disposal o, a exposure ol
persons to hazardous malerols In any tortn at Ne Pro� d Site, induding but not limiled
lo �asbeslos, asheslos pruducCS, pdychlorinated 6iphenyl (PCB) or olher tozic �
substances.
10.11 PHOTOGRAPHIC AND ARTISTIC CREDITS: The Architect wip have Me right lo
indude represenla6ons of the des'g n of ihe Project, i�uding photographs ol the
exterior and inlenor, among Ne ArchiteU's pra�whonal matenals Such maletlals will
not include Ihe Ownets canfidential a�ropnetary information if Ne Owner has
previously advised Ihe Archilect io wriGng o Ne specifc information considered by the
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N ���ai�c Si :�nTS r�aFi.ocna �) oNF s n i A c rta,are�zFn
ARCHITECTS
October 3, 2011
Briarcliff Development Company, Inc.
415 t N. Mulberry, Suite 205
Kansas City, MO. 64116
Attn: Mr. Nathaniel Hagedom, President
Re: Proposal for Architectural and Land Planning Services
for the Residential Sector of Horizons West,
Riverside, Mlssouri
Dear NathanieL•
We have really enjoyed our past relationship working with you and the rest of the Briazcliff
Development Company team and are very excited about providing architectural and land planning
services to you again as you continue with the development of Horizons West in Riverside.
So there may be a complete understanding ofthe scope of this project, the services we aze to provide
and the fees you will pay, we have prepazed the following outline for your review and approval:
SERVICES
A. Scoae ot the Proiect: We shall propose street, block and water feature components for the
residential portion on the new Horizons West tract in Riverside, Missouri.
This sector of the proposed development will likely include some aparhnent, row house and
single family components. There will also be a central water feature/gathering place as well
as connecting canals.
B. Phases of Services:
1. Preliminarv Desien: We shall prepaze preliminary site plans and site detention and
drainage plans in conjunction with the project civil engineer and in accordance with
recommendations from the soils engineer.
We shall also combine the plans we prepaze for the residential sector with the sector
plans for the retail and industrial sectors prepazed by others as well as water detenUOn
lakes and canals from civil engineers into a composite plan of the entire West
Horizons property. We shall prepare colored presentationplans for meetings with the
City of Riverside, Missowi.
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PlLnll:l6 VILI.1r�F.. K:vNS:AS hb?OP PHUNI yl?.631.1-115 PrAY 913.A31_15b3
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N F. A a � N c S r n,� 7 s P a s 1. o c n a & J o N r s !� I A C ri n �t l� G �z E o
ARCHITECTS
COMPENSATION
A. Architectural Fees: The services described in B.1 above shall be provided for an"hourly
fee" basis in accordance with the schedule df hourly billing rates below. We estimate that
these "hourly fees" will range between $15,000.00 and $20,000.00 but shall not exceed
$20,000.00 without your prior approval.
1. The Principals' time at the Following rates:
Howazd H. Nearing, William H. Prelogaz Jr., and Richazd E. 7ones:
$180.00/hour
Brick Owens, Principal L,andscape Architect:
$163.00/hour
George A. Higgins and Mazk E. Wendlandt:
$128.00/hour
2. Employees' charge-out rates are as follows:
Architects/Directors: $106.00 to $126.00 per hour
Project Managers: $ 85.00 to $120.00 per hour
Architects/ Interior Designers: $ 78.00 to $ 81.00 per hour
Interior Designer: $ 81.00 ta $ 87.00 per hour
3. The rates and multiples set forth in this Pazagraph A will be subject to renegotiation
if the services covered by this letter of agreement have not been completed by
December 31, 2011.
4. The fees of other azchitectural, planning, and engineering consultants aze not included
herein as others will be fumishing their fee proposals to your independently.
B. Reimbursable Exoenses: The Owner agrees to pay the Architect for the following
Reimbursable Expenses:
1. If authorized in advance by the Owner, expenses of transportation and living of
principals and employees when traveling out of the city in connection with the
project. The Architect's fee wlule traveling out of the city in connection with the
project shall be at the rate of $180.00 per hour, but not to exceed $1,440.00 per diem.
Time consumed in travel will be properly charged as a reunbwsable expense.
2
1961 2011
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N E A A I N G S T A A[ S P C E L O G A R & ] O N P. 5 A I A C H A R T E N P. D
ARCHITECTS
Mileage shall be charged at the current IRS approved mileage rate.
Z. The cost of facsimile transmissions relating to performance of the work.
3. The cost of all reproduction and delivery ofdrawings and specifications and/or a fee
for the delivery of CAD files..
4. If authorized in advance by Client, structural, mechanical and electrical engineering
fees for design and construction period engineering services and special inspections,
if required.
5. If authorized in advance by Client, the expense of project representatives, overtime
work requiring higher than regular rates, colored renderings, perspective drawings or
models for Client use.
Based on other recent projects of equivalent scope, we estimate that reimbursable expenses will not
exceed $5,000.00.
Should the scope of Architectural Services deviate substantially from our understanding as stated
above, Nearing Staats Prelogaz & Jones shall norify you and appropriate adjustments in either the
services or the guazanteed maximum fee or both shall be mutually agreed upon.
C. Billin¢s/Pavments:
1. Payment terms are outlined fully in attached Addendum to Letter of Agreement.
D. Termination
1. Services may be temvnated by the Client or the Architect by seven (7)days' written
notice in the event of substantial failure to perform in accordance with the terms
hereofby the other party through no fault of the terminating party. If so terminated,
Client shall pay Architect all amounts due Architect for services rendered and
expenses incurred, including reimbursable expenses, to the date of termination, plus
reasonable costs by Architect in terminating the services. Such payments shall be
made within (30) calendar days of Architects' invoice. A failure to make payment
when due shall be considered a substantial failure to perform by the Client.
2. Architect is not responsible for designs or drawings that aze incomplete due to a
termination of this Agreement prior to complete performance. Client understands
that incomplete designs or drawings may contain errors or omissions and should not
be used for construction.
3
1961 2011
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N E A R! �� (. ti? �, A�� S I' f� E L O C A R & j O N F S A I A C' H A R�P F R[ D
ARCHITECTS
E. C1ienYs Resaonsibilities:
1. If a survey of the property has not been performed, Client, at ClienYs expense, shall
hire and pay for a surveyor who shall provide a survey depicting boundaries, adjacent
streets and public rights of way, existing topography, any easements, Location and
size of all utilities, and size and species of all trees of 4" caliper or lazger.
F. Entire Contract:
1. Attached is a"Addendum to I,etter of AgreemenUProposal L.etter Terms &
Conditions" (Addendum"). The Addendum is intended to provide more in-depth
information regazding expectarions, certain rights, obligations and limitations ofboth
parties. This Letter of Agreement and the above referenced Addendum contain the
entire agreement between the Architect and Client relative to the Scope of Services
herein. All previous or contemporaneous agreements, representations, promises, and
conditions relating to the Architects services described herein are superseded
If this proposal meets with your approval please sign both copies on spaces pmvided below, retain
one copy for your files and return one copy to this office. The retumed, signed copy will be ow
authoriry to commence work.
If you have any questions, please feel free to call.
�i erely, � '�
Bill Prelogar, Jr., AIA
Principal Architect
NEARING STAATS PRELOGAR & JONES, AIA
Architects - Chartered
ACCEPTED BY:
Mr. Nathaniel Hagedom, President
Briarcliff Development Company, Inc.
Date:
4
1961 2011
,
F
NEARING STAATS PRELOGAR & JONES ARCHITECTS
ADDENDUM TO LETTER OF AGREEMENT/PROPOSAL LETTER
TERMS AND CONDITIONS
ASSIGNMENT. Neither party to this Agreement shall transfer, sublet or assign any rights under
or interest in this Agreement (including but not limited to monies that are due or monies that
may be due) without the prior written consent of the other party. Subcontracting to sub-
consultants normally contemplated by Architect shall not be considered an assignment for
purposes of this Agreement.
BETTERMENT. If a required item or component of the project is erroneously omitted from
consiruction documents, Architect shall not be responsible for paying the cost required to add
such item or component to the extent that such item or component would have been otherwise
required and included in the original construction documents. In no event will Architect be
responsible for any cost or expense that provides betterment or upgrades or enhances the value
of the project.
BILLING AND PAYMENT. Tnvoices submitted by Architect are due upon presentation and
shall be considered PAST DUE if not paid within thirty (30) days of the invoice date. If payment
is not received by Architect within thirty (30) calendar days of the invoice date, invoices shall
bear interest at one percent (1 %) per month of the PAST DLJF, amount, which shall be calculated
from the invoice due date. Payment thereafter shall first be applied to accrued interest and then
to the unpaid principal. If the Client faiLs to make payments when due and Architect incurs any
costs in order to collect overdue sums from the Client, the Client agrees that all such collection
costs incurred shal] immediately become due and payable to Architect. Co1leUion costs shall
include, without limitaHon, legal fees, collecflon agency fees and expenses, court costs, and
reasonaUle Architect staff costs at standard billing rates for Architect's staff Nme spent in efforts
to collect. This obligation of the Client to pay collection costs shall survive the term of this
Agreement or any earlier termination by either party.
[f the Client fails to make payments when due, or otherwise is in breach of this Agreement,
Architect may suspend performance of services upon seven (� calendar days prior written nofice
to the Client. Architect shall have no liability whatsoever to the Client for any costs or damages
as a result oE suspension caused by any breach of this Agreement by the Client.
CERTIFICATIONS, GUARANTEES AND WARRANTIES. Architect wIll, as a matter of
professional pracfice, affix a professional seal to the final copy of all completed plans, surveys or
reports where required by law. Should the Client's project needs require Arclutect to sign
specific certificarions or other documents, either for the Client of for second parfles (such as
lenders or potential Uuyers), the Client shall provide Architect with copies of all such documents,
containing the language to be signed, prior to entering into this Agreement. Architect will review
the cerHficarions or documents submitted by the Client to determine whether complete and
sufficient information is being collected or genecated as pazt of the proposed scope of work to
allow Architect, as licensed professionaLs, to sign the documents and, if not, Architect may
propose a modified scope of work and cost. Any cerHfications or document language that
Architect has reviewed and agreed to sign as part of the scope of work shall be attached and
made a part of this Agreement. Architect shall not be required to sign any certifications or
documents, no matter by whom requested, that have not Ueen provided� prior to entering the
Agreement or that would result in ArchitecYs having to certlfy, guarantee or warrant the
existence of condi6ons whose existence cannot Ue ascertained. The Client also agrees not to make
resolution of any dispute with Architect or payment of any amount due to Architect in any way
contingent upon ArchitecYs signing any such certification.
19G58702
CONSEQUENTIAL DAMAGES. Notwithstanding any other provision of the Agreement,
neither pazty shall be liable to the other for any indirect or mnsequential damages incurred due
to the fault of the other party, regardless of the natuze of this fault or whether it was committed
by the Client or by Architect, or by their respective employees, agents, sub-consultants or
subconfractors. Consequeniial damages include, but are not limited to, loss of use, loss of
income, loss of profit, loss in production, claims by custome�s of Client, governmental fines or
penalties, loss of Uusiness, and/or loss of reputarion.
DELIVERY OF CAD FILES. In requesting and utilizing any drawings or other data on any form
of electronic media generated and provided by Architect as part of this project, the Client agrees
that all such drawings and data are instruments of service of Architect, who shall Ue deemed the
author of the drawings and data, and shall retain all common law, statutory law and other rights,
including copyrights. Any electronic files provided by Architect to the Client are submitted for
an acceptance period of 30 days. Delivery of the electronic file will be accompanied by a hard
copy print whith reflects the informaHon wntained in the electronic format. The Client is asked
to carefully verify that the electronic information, when utilized within the Client's computer or
CAD environment, corresponds to the hard copy print. Any inconsistencies the Client discovers
should immediately be reported to Architect so that the source of the inconsistency may be
investigated. Because data stored on electronic media can deteriorate undetected or be modified
without Architect's knowledge, if, at any ame, a difference exists between the fi]es on the
electronic media and the provided hard copy print, the hard copy print will govern.
The Client further agrees not to use these drawings and data in whole or irt part, for any purpose
or project other than the project which is the subject of this Agreement. The Client agrees to
waive all claims against Architect resulting in any way from any unauthorized changes or reuse
of the drawings and data for any other pxoject by anyone other than Architect. In addition, the
Client agrees to the fullest extent permitted by law, to indemnify and hold Architect harmless
from any damage, liability or cost, including reasonable attorneys' fees and costs of defense,
arising from any changes made by anyone other than Architect or from any reuse of the drawings
and data without the prior written consent of Architect.
Under no circumstances shall transfer of the drawings and other instruments of service on
electronic media for use by the Client be deemed a sale by Architect; and Architect makes no
warranHes, either express or implied, of inerchantability and fitness for any particular purpose.
DISPLTI'E RESOLUT[ON. In an effort to resolve any conflicts that arise during the project or
following the completion of the project, the Client and Architect agree that all disputes between
them, arising out of or relating to the Agreement in excess of $2,500, as a condition precedent to
any legal action Uy either party, shall first be submitted to at least one session of inediaHon unless
the parHes mutually agree otherwise. Costs of the mediator's services will be shared equally
between the Client and Architect. The mediaflon shall be administered by a mutually agreeaUle
mediahion service and shall be held in the Kansas City metropolitan area unless another location
is mutually agreed upon by Client and Architect.
ESTIMATES. Fstimates prepared by Architect relating to construction costs and schedules,
operadion and maintenance costs, equipment characteristics and performance, and operating
results are based on Architect's experience, qualificarions and judgment as a design professional.
Since Architect has no control over weather, cost, and availability of labor, material and
equipment, labor producrivity, construcHon contractors' procedures and methods, unavoidable
delays, construction contractors' methods of determining prices, economic conditions,
comperitive bidding or market condirions and other factors affecting such esHmates or
protections, Architect does not guarantee that actual rates, costs, pexformance, schedules, etc. wil]
not vary from esrimates and projecrions prepared by Architect.
19658701
GOVERNING LAW. The laws of the State in which the Architect office is located where this
Agreement originates will govern the validity of this Agreement, its interpretaflon and
performance. Any litigation arising from this Agreement shall be brought in the courts of that
State
HAZARDOUS MATERIALS. It is acknowledged by both parties that Architect's scope of work
does not include any services related to asbestos or hazardous or toxic materials. In the event
Architect or any other party encounters asbestos or hazardous or toxic materials at the jobsite, or
should it become known in any way that such materials may be present at the jobsite or any
adjacent areas that may affect the perfocmance of Architect's services, Architect may, at its opNon
and without liability for consequenrial or any other damages, suspend performance of services
on the project unril the Client retains appropriate specialist consultant(s) or contractor(s) to
identify, abate and/or remove the asbestos or hazardous or toxic materials, and warrant that the
jobsite is in full compliance with applicaUle laws and regularions.
INSURANCE. Ducing the term of this Agreement, Architect agrees to maintain insurance
coverage for general and professional liability. Upon request of the Client, Architect will provide
a certificafion of coverage which documents the existence of insurance. Should the Client desire
greater liability limits for the Project than is provided by Architect's liability insurance, the CGent
shall request such addilional insurance prior to entering into this Agreement and Architect wil]
provide a cost quote for the additional insurance, based on the Clients' requirements. The cost of
such addifional insurance shall be borne solely by the Client.
ON-SITE SERVICES. Project site visits by Architect during construction shall not make
Architect responsible for wnstruction means, methods, techniques, sequences, or procedures; for
construction safety precauHons or programs; or for any construction contractors' failure to
perform its work in accordance with the drawings and specificafions, all of which shall remain
the sole responsibility of the construction contractor.
OWNERSHIP OF INSTRUMENTS OF SERVICE. All reports, plans, specifications, computer
files, field data, notes and other documents and instruments prepared by Architect as
instruments of service shall remain the property of Architect. Architect sliall retain al] common
law, statutory and other reserved rights, including the copyright thereto. Client may not use
documents or designs produced by Architect under this Agreement without the written consent
of an authorized representative of Architect.
RISK ALLOCATION/LIMITATION OF LIABILITI'. In recogniHon of the relative risks,
rewards and benefits of the project to both the client and Architect, the Client agrees that, to the
fullest extent permitted Uy law, Architect's total liability to the Client for any and all injuries,
claims, losses, expenses, damages, or claim expenses arising out of this Agreement from any
cause or causes, shall not exceed the total fees actually received Uy Architect hereunder (or if
nothing has been paid, then limited to the Contract Fee). Such causes include, but are not liauMd
to, Architect's negligence, strict liability, breach of contract, or breach of warranty. Specific
consideration has been given by Architect for this limitation and such consideration is deemed
adequate. If this project involves construcHon phase services and Architect is not hired to
provide Architectural monitoring, site visits, shop drawing review and design clarifications,
Client agrees to indemnify and hold harmless Architect from any liabffity arising from the
consfrucfion phase of this project.
STANDARD OF CARE. In providing services under this Agreement, Architect will exercise
reasonable skill, care, and diligence in the performance of its services and wi11 carry out its
responsibffiries in accordance with customarily accepted professional Architectural practices in
1965870.2
ArchitecYs community. No warranty, expressed or implied, is induded in this Agreement or in
any drawing, specification, report, or opinion produced pursuant to this Agreement.
WORK IN PROGRESS. It is agreed and understood that any work performed by Architect shall
not be deemed complete, nor may it be relied upon as complete, until delivery of the written,
sealed and signed project. Prior to final completion, any informaHon generated by Architect in
the performance of their service, whether in the form of plans, plats, reports or other work items
(whether provided in written, electronic or other format) shall all be considered as preliminary
work in progress and subject to revision. Architett cannot guarantee the suitability of this
information Eor any party's purposes and shall have no liability or responsibility whatsoever for
the use of such preliminary information by the Client or others.
1965870.2
Nancy Thompson
Subject: FW: Horizons West - Materplanning fee
From: Ron Schauwecker [mailto:rschauweckerCalfinklewilliams.com]
Sent: Thursday, September 22, 2011 2:59 PM
To: Nathaniel Hagedom (nihCalbriarcliffkc.com)
Subject: Horizons West - Materplanning fee
Hi Nathaniel,
Based on our experience with Horizons East we feel like a fee of $15,000.00 would be adequate
far our part of the masterplanning process on the west side of Horizons related to the industrial
component.
This would include assistance with establishing the appropriate infrastructure locations, team
charette, weekly meetings, initial layouts and revisions similar to the east parcel, but would not
include a final rendered version of the entire development. Please let me know if that sounds
acceptable and if you need anything more formal at this time.
Sincerely,
Ron Schauwecker, RA, LEED AP
FINKLE � WILLIAMS .� r�� i� �<<� �. �� u ���
7007 College Blvd., Suite 415
Overland Park, Kansas 66211
� rschauwecker(o)finklewilliams.com
v. 913.498.1550 x 102
f. 913.498.1042
ewnv.finklewilliams. com
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1