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Home My WebLink About2002-109 - Contract with Hoefer Wysocki ArchitectsBILL NO. 2002- l 09 ORDIANCE NO. 2002-109 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A CONTRAC'C WITH HOEFER, WYSOCKI ARCHITECTS, LLC TO PROVIDE ARCHITECTURAL SERVICES FOR THE CONSTRUCTION OF'1'HE NEW PUBLIC SAFETY FACILITY AND SETTING AN AMOUNT FOR SAME. BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MSISOURI, AS FOLLOWS: SECTION 1: The Mayor is authorized to enter into a contract with Hoefer, Wysocki Architects, LLC to provide architectural services fior the construction ofi the ^ew Public Safety Building. SF,CTION 2: The amount of the contract shall be $245,000.00. PASSED THIS 3RD DAY OF SEPTEMBER, 2002 ATTEST: f: , ' «' -! ? , Mayor Bet ~ Burch Louise Rusick, City Clerk \`` , . ~~~\~ Standard Form of Agreement Between Owner and Architect Where the Construction Manager is NOT aConstructor - Construction Manager -Adviser Edition AIA Document B141/CMa -Electronic Format THIS DOCU<,1ENT FIRS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO fTS COMPLETION OR MODIFICATION. AUTHENTICATION OF TFIIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. This document is intended to be used in conjunction with the 1992 editions of AIA Documents BSDI/Cma, A(Ol/Cma, and A201/Cma. Copyright 1975, 1980, 1992 by The American htstitute of Architects, 1735 New York Avenue, N.W., Washington D.C., 20006-5292. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States. and will subject the violator to legal prosecution. AGREEMENT made as of the 19th day of August in the year of Two Thousand Two. (In words, indicate dn~~, month mid year.) BETWEEN the Owner: (Nmne and nddress) and the Architect: (Name and nddress) City of Riverside 2950 NW Vivion Road Riverside, Missouri 64150 IIoefer Wysocki Architects, LLC 801 Walnut, Suite 606 Kansas City Missouri 64106 For the following Project: (Include detai/ed deecriptian of PrajecC location, address and scope. Riverside Public Safety Facility The facility includes between ] 7 000 and 20 000 sf gross area with a construction budget of $3 500 000 which include the CM fee. The Construction Manager is: McCown Gordon Construction (Nmne and address) 1 W. Armour Rd.. Suite 200 Kansas City Missouri 6411 I The Owner and the Architect agree as set forth below. AIA DOCUMENTS B141/CMa -OWNER-A RCHITECC ACREEM ENT -CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EUIIIUN - ArA - COPYRIGFIT 1992 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20 0 0 6-52 92.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. 1;lectronic Format B 141 /CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/2003 -- Page #1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCI-IITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services performed by the Architect and Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 "I'he Architect's services shall be provided in conjunction with the services of a Construction Manager as described in the edition of AIA Document B801/CMa, 1992 Standard Form of Agreement Between Owner and Construction Manager, as modified eurron ^°~"'n~~`'ats-ef 1.1.3 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. The Architect shall submit for the Owner's approval and the Construction Manager's information a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's and Construction Manager's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.1.4 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. 1 15' HWA shall not be responsible for delays caused by factors beyond HW A's reasonable control including. but not limited to delays caused by the failure of any governmental or regulatory authority to act in a timely mariner failure by the Owner to fitmish timely information make timely decisions or approve /disapprove of HWA's services or work product promptly failure of the Contractor to provide HWA with adequate review time for submittak and RFI's or delays caused by the ftulty performance of the Owner or Contractor. When such delays beyond HWA's reasonable control occur, the Owner agrees that HWA is not responsible for damages, nor shall HWA be deemed to be in default of this Agreement. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those services described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal architectural interiors landscape, civil, structural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program, schedule and construction budget furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. Insert B: The Architect shall advise the Owner of the need for or advisability of any tests analysis studies reports, or consultants' services in comtection with the development of the design and construction documents for the Protect. 2.2.2 The Architect shall review with the Owner and Construction Manager proposed site use and improvements; selection of materials, building systems and equipment; and methods of Project delivery. 2.2.3 The Architect shall review with the Owner and Construction Manager alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship oPProject components. 2.2.5 At intervals appropriate to the probn'ess of the Schematic Design Phase and mutually agreeable to the Owner; Censt^~~t:on-?~anag€r and Architect, the Architect shall provide schematic design studies for the Owner's review and the Construction Manager's information. 2.2.6 In the further development of the drawings and specifications during this and subsequent phases of design, the Prchitect shall be entitled to assume the accuracy of the estimates of Consriuction Cost which are to be provided by the Construction Manager under the Construction Manager's agreement with the Owner. HWA shall review these estimates and construction budgets and advise the Owner of any concerns thereof in a timely manner. AIA DOCUMENTS B141/CMa -OWNER-A RCHITPCT AGRLEM F3NT -CONSTRUCTION MANACE2-ADVISER ha177UN - UYt uuu ~~rv - rs~,v - COPYRIGHT 1992 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 200065292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. Electronic Format B 141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #2 2.2.7 Upon completion of the Schematic Desigu Phase, the Architect shall provide drawings, outline specifications and other documents for the Owner's approval and the Constrction Manager's information. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Upon written notice to proceed from the Owner and based Dase-d on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare Design Development Documents for the Construction Manager's review and the Oumer's approval. The Design Development Documents shall be based upon data and estimates prepared by the Construction Manager and shall consist of dtawings and other documents that establish and describe the size and character of the Project as to architectural, strctural, mechanical and electrical systems, materials and other such elements as maybe appropriate. 2.3.2 At intervals mutually agreeable to the Owner; r'^^~^nager and Architect, the Architect shall provide drawings and other documents which depict the current status of design development for the Owner's review and the Construction Manager's information. 2.3.3 Upon Completion of the Design Development Phase, the Architect shall provide drawings, outline specifications and other documents for the Owner's approval and the Construction Manager's information. HWA shall review and advise the Owner of any concerns regarding adjustments to the preliminary estimate of Constrction Cost prepared by the Constrction Manager. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Upon written notice to proceed from the Owner and based Based on the approved Design Development Documents and any further adjustments authorized by the Owner in the scope or quality of the Project or in the constrction budget, the Architect, utilizing data and estimates prepared by the Construction Manager, shall prepare, for approval by the Owner, Constrction Documents consisting of Drawings umd Specifications setting forth in detail the requirements for the constuction of the Project. 2.4.2 At intervals mutually agreeable to the Owner; ~„~,a~go: and Arclutect, the Architect shall provide Drawings and Specifications for the Owner's and the Construction Manager's review. 2.4.3 Upon completion of the Construction Documents Phase, the Architect shall provide Construction Documents for the Owner's approval and the Constrction Manager's information. Construction documents provided by the Architect shall set forth clev'ly completely and in detail the requirements for the coustruction of the Project, including the quality levels of materials and Systems required for the Project aimd the scope extent and character of the work to be perfommed and furnished by the Contractors. The Architect shall respond in the Construction Documents to applicable codes ordinances statutes regulations laws, and other requirements imposed by governmental authorities having jurisdiction over the Project Providing Construction Documents shall constitute a representation by the Architect that the Architect has informed the Owner of any tests, analyses studies reports or consultant's services that are necessary or advisable to be performed or obtained by or for the Owner as of that time. 2.4.4 The Architect shall assist the Owrmer and Construction Manager in the preparation of the necessary bidding information, bidding forms, and the Conditions of the Contracts; ann r r ^r ^ "~~~~~r n t r' ~~^^tor;. The Architect shall assist the Construction Manager in issuing bidding documents to bidders and conducting prebid conferences with prospective bidders. The Architect, with the assistance of the Construction Manager, shall respond to questions from bidders, and shall issue addenda. 2.4.5 The Architect shall assist the Owner and Construction Manager in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The fvchitect, following the Owners approval of the Construction Documents and of the Construction Manager's latest estimate of Constrction Cost, shall assist the Constrction Manager in obtaining bids or negotiated proposals and assist in preparing contracts for constrction. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for tlme Construction Phase under this Agreement cormnences with the award of the Contract for Construction and terminates 30 days after final payment to all contractors is due at-tla~-Earh€r-Fr~the~ss~~ron-ef-the--fina} n r- -'r. t r ,~~,~mt-e~(i0-days- r..ft~°.' 'r-~o~tato-of ~~~`~-~' Substant'"r..Ar,4^,r#. 2.6.2 The Architect shall provide administration of the AIA DOCUMENTS B141/CMa -OWNER-ARCHITECT AGREE~4ENT -CONSTRUCTION tv1ANAGER-ADVISER EDITION - 19J2 cur i ruN - nrn - COPYRIGHT 1992 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-1292.; Unlicensed photocopying violates U.S. copyright laws and is subject to Icgal prosecution. Electronic Format 8141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #3 Contract for construction in cooperation with the Construction Manager as set forth below and in the edition of AIA Document A201/CMa, 1992 Genera] Conditions of the Contract for Construction, Construction Manager-Adviser Edition, as modified scxa~nt-asa€th~~~'~t• 2.6.3- Dutie-~-r~sponsib:',~,:~° ^.~d-m':.•titatiotau~~~"~f t'~~,~- ^~^rrite-s~sl}a~-n~ ~ a ,~1Fu;;dsd ' ... ,mob. ______--_ __ ---_ ' f ..F 11 ~' zi}a 1 t~m~wuzt~~~~GTiBri--t1'S~Yn3g€F vvnic'nfc~i--~ whtc~~n.~==t shall-ne '' ~'t_ :'~,~,~~'~ 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor is due, and (2) as an Additional Service at the Owner's direction from time to time during the correction period described in the Contracts for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written insh'ument. 2.6.5 The Architect shall visit the site in accordance with paragraph 12.2 a~ -internals-appr©Y~fi-, - '.r-~--^_^'^~°~_`~ - ,.«i,~~~~h~~:i;~-and ~~~:~m~n ~~~<.~,'=arg to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. Routine site reports are not required but if defects or deficiencies Ire observed in any site visit they are to be reported in writing to the Owner promptly. (More extensive site representation mar be agreed to us an ~Idditional Service, as described rn Paragraph 3.2.) 2.6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are the Contractor's responsibility under the Contracts for Construction. The Architect shall not be responsible for the Contractors' schedules or failure to cant' out the Work in accordance with the Contract Documents. The Architect shall not be responsible for the performance by the Construction Manager of the services required by the Construction Manager's al*~'eement with the Owner. The Architect shall not have control over or charge of acts or omissions of the Contractors, Subcontractors, or their agents or employees, or of any other persons performing services or portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is itt preparation or progress. 2.6.8 Owner and Construction Manager COTriIIlnnleaUO-S by and with the Architect's consultants shall be through the P.rchitect. 2.6.9 Based on the Architect's observations and evaluations of each Contractor's Applications for Payment, the Architect shall review and certify the amounts due the respective Contractors. 2.6.9.1 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.6.5, on the recormnendations of the Construction Manager and on the data comprising the Contractor's Application for Pa}nnent, that, to the best of the Architect's latowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is hr accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents con'ectable prior to completion and to specific qualifications expressed by the ArchitecC. The issuance of a Certificate for Pa}nnent shall further constitute a representation that the Contractor is entitled to payment in the amount certi&ed. 2.6.9.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payrnent or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.10 Ti n i 't w >> t n ~ s' ^xifiEatien t~*' ^ ~n.;;a~~+e-re~~~x: ar l~:uhiul.~,~.et .~,~ eAnfcmn .,, a,o r,,,,,~..~+ T~esux~ts gWA shall have the authority to reconunend to the Owner and the Construction Marriger rejection of env work of the Contractor which is not, in the professional 1udfmrent of HWA in conformance with the Contract Documents. Neither this recommendation nor the food faith jud~nent to reject or not reject env such work shall subject HWA to Inv liability or cause of action on behalf of the Contractor subcontractors or env other suppliers or AIA DOCUMENTS B14 VCMa -OWNER-ARCHITECT AGREEMENT -CONSTRUCTION MANAGER-ADVISEK tUll iUty - iv~t cvui~rv - H~~~ - COPYRIGII'r ]992 - TI-IE AMERICAN INSTITUTE OF ARCHITECTS, 1731 NEW PORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. Electronic Pornrat B 141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #4 persons performing portions of the work on this project. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will have authority, upon written authorization fi'om the Owner, to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Consnuction Manager, Contractors, Subconn~actors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work. 2.6.11 The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product and Data Samples, but only for flag limited purpose of checking for conformance with infornration given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Contractors' Work or in the constructio^ by the Owner's own forces, while allowhrg sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the acem'acy and completeness of other details such as dimensions and quantities. weights or gauges, fabrication processes, coordination of the work with other trades or for substantiating instructions for installation or performance of equipment or systems designed by the Contractors, all of which remain the responsibility of the Contractors to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems, or equipment will meet the performance criteria required by the Contract Documents. HWA shall not be responsible for any deviations from the Contract Documents not brought to the attention of I-IWA in writing by the Contractor. HWA shall not be required to review partial submissions or those for which submission of correlated items have not been received. 2.6.12 The Architect shall review and sign or take other appropriate action on Change Orders and Construction Change Directives prepared by the Construction Manager for the Owner's approval and execution in accordance with the Contract Documents. 2.6.13 T'he Architect may authorize minor changes in Work no involving an adjustment in a Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued through the Consnuction Manager. 2.6.14 The Architect, assisted by the Construction Manager, shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion. The architect shall forward to the Owner warranties and similar submittals required by the Contract Documents which have been received from the Construction Manager. The Architect shall issue a final Project Certificate for Payment upon compliance with llre requirements of the Contract Documents. 2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. However, in combination with 2.6.18 the extent of this evaluation and documentation as a Basic Service is limited to a maximrnn of 32 hours of time. Additional evaluation and documentation requested by the Owner or the Construction Manager shall be an additional service on a time and materials basis at the hourly rates identified in Exhibit A. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be hr writing or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractors, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2.6.17 The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed hr the Contract Documents. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in question beriveen the Owner and Contractors relating to the execution or progress of the Work as provided in the Contact Documents. However, in combination with 2.6.15, the extent of this evaluation and documentation as a Basic Service is limited to a maximum of 32 hours of time. Additional evaluation and documentation requested by the Owner or the Contractor shall be an additional service on a time and materials basis at the hourly rates identified in Exhibit A. 2.6.19 The Architect's decisions on claims, disputes or on matters, including those in question between the Owner and AIA DOCUMENTS B141/CMa -OWNER-ARCHITECT AGREEMENT - CONSTRUCr10N MANAGER-ADVISER EDITION - 1992 EDITION -AIA - COPYRIGllT 1992 -?HE AMGRICAN WS'hITUTE OP ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASFnNGTON, D.C., 20006-5392.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. Electronic Format B L41/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #5 Contractors, except for those relating to aesthetic effect as provided in Subparagraph 2.6.17, shall be subject to mediation, arbitration or other dispute resolution procedure includins; but not limited to litigation in court), to the extent provided as provided in tlri~n€nt-and--in the Contract Documents.- agreed to by the affected patties, or provided by law. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this F.rticle 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner on a time and materials basis at the hourly rates identified in Exhibit A unless an alternate method of compensation has been agreed to. If services described under Contingent Additional Serti~ices in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Arclutect shall notify the Owner prior to commencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 and Paragraph 12.2 is required, the Arclutect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Arclritect shall be compensated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are: 1 inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by any adjustments in the program or Project budget; .2 requested by the Owner because the Construction Manager's estimate of Construction Cost exceeds the Owner's budget, except where such excess is due to changes initiated by the Architect iu scope, capacities of basic systems, or the kinds and quality of materials, finishes or equipment; .3 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .4 due to changes required as a result of the Owner's failure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, changes in size, quality, complexity, the Owner's or Construction Manager's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.3. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives except to the extent such Change Orders or Construction change Directives are issued because of ambiguous incomplete or otherwise inadequate or improper Construction Documents provided by the Architect or other fault or omission of the Architect to perform its duties responsibilities or obligations under the Agreement. 3.3.4 Providing services in comrection with evaluating substitutions proposed by Conuractors and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and AIA DOCUMENTS B141/CMa -OWNER-ARCHITECT AGREEMENT -CONSTRUCTION MANAGER-ADVISER EDITION - 1912 EDITION -AIA - COPYRIGHT 1992 -THE AMERICAN INSTITU'T'E. OF ARCHIi'ECTS, 1735 NEW YORK AVENUE. N.W-, WASHWGTON, D.C., 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to Icgal prosecution. Electronic Format B 141 /CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #6 funrishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the termination or default of the Consh~ction Manager or a Contractor, by major defects or deficiencies in the Work of a Contractor, or by failure of performance of either the Owner or a Contractor under a Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in comlection with the Work except to the extent such claims arise from or are based on ambiguous incomplete or otherwise inadequate or improper Construction Documents provided by the Architect or other fault or omission of the Architect to perform its duties responsibilities or obligations under this Agreement. 3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Arcltect is party thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Constriction Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs, and programming the requirements of the Project. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or comparative studies ofprospective sites. 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of govenunental authorities or others having jurisdiction over the Project. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof, except to extent necessaary to permit the Architect properly to perform other Basic Services. 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.8 Providing coordination of construction performed by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by dte Owner. 3.4.9 Providing services in connection with the work of separate consultants retained by the Owner. 3.4.10 Providing estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material and equipment. 3.4.12 Providing analyses of ounring and operating costs. 34:13 P-r,..:t,,,~riet=-d~s,b„-~,I~~'a~^~ilar-s~rvisEs etvtesrtl.~°,~;~' ~ otr,-procure-m€nt ~;-i;':-r,~.n~ti~,n~m ,R,~,.:~v - r t b..,.,,t ~~I.,~o,t ,.~„ipme~t- 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.1 6 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction, based on marked-up prints, drawings and other data furnished by the Contractors. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services ~~f'~° n,.,,,ra~--n.~~,j€sE Ce-rY.n,.. na ....'.:° ab~.~., of .. 7,~., p_r - f,+, more than Fig 30 days after .t r r c„~;.,^^""r r~t~° txrark final p2yment to ill Contractors is due. 3.4.19 Providing services of consultants for other than architechtral, interiors, landscape, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted consulting practice. 3 4 2l' Notwithstanding Tnytizing to the contrary elsewhere in this Article 3 no services made necessary in whole or in part, by ~~~~~ flint or omission of the Architect to perform its duties responsibilities or obligations under this Agreement shall be AIA DOCUNI F,NTS ti141/CMa -OWNER-ARCHITECT AGREEMENT - CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITION -AIA - COPYRIGHT 1992 -THE AMERICAN INSTITUTE OF ARCHITECTS, 173 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-X292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. Electronic Format B 141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #7 compensated as Additional Services under this Agreement. The Part not the fauh or omission of the Architect shall be compensated as additional services. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. 4.2 The Owner shall establish and update an overall budget for the Project based on consultation with the Construction Manager and the Architect, which shall include the Consnuction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Architect, the O~*mer shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owtrer shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner perta~e~ a.-~~^"^===s=="'s subm~itt a '' +' ^~^t,'.^^' in order to avoid unreasonable delay itt the orderly and sequential progress of the Architect's services. David Blackburn Name (8161741-3993 Work Telephone Number Work Fax Number Home Telephone Number 4.5 1'he Owner shall retain a construction manager to administer the Project The Construction Manager's services, duties and responsibilities will be as described in the edition of AIA Document B801/CMa, Standard Fonn of Agreement Between Owner and Construction Manager, 1992 Edition, as modified ~a~nt-as-e€ tl~-~~F '~. ^_~~-.-- -^t• The terms and Conditions of the Agreement between Owner and Constntetion Manager shall be furnished to the Architect and shall-net-l~rn~a F~.~'*ur~onE e#-th€-Arel»tueY; wh;~;~„~un+~~,,,h,-„~,«~-~ttnrnasenabl~-^vithheld. The Architect shall not be responsible for actions taken by the Construction Manager. 4.6 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The sutveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of--way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benclmtark. 4.7 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, and ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. 4.7.1 The Owner shall famish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.8 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.9 The Owner shall famish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Application for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owarer. 4.10 The services, information, sutveys and reports required by Paragraphs 4.6 through 4.9 shall be fw-rtished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof The Owner atrees to the fullest extent permitted by law to indemnify and hold harnless HWA from any claim liability or cost, includint, reasonable attorney's fees and defense costs for injuty or loss arising from etrors omissions or inaccuracies in documents or other information provided by the Owner to AIA DOCU<`4ENTS B141/CNta -OWNER-ARCHITECC AGREEMENT -CONSTRUCTION MANAGER-ADVISER EDITION - 19Y1 r.uuiur+ - ia+N - CONYRICHT 1992 -THE AMERICAN INSTITUTE OF ARCHITECTS, U35 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. Electronic Format B 141 /CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #8 HWA, but not to the extent that HWA knew, or in the exercise of reasonable diligence should have known, of such errors. omissions, or inaccuracies. 4.11 Prompt vn'itten notice shall be given by tl}e Owner to the Architect and Coustruction Manager if the Owr}er becomes aware of any fault or defect in the Project or nonconformance witl} the Contract Documents. 4.12 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certifications that would require knowledge or services beyond the scope of this agreement The Owner may require, and the Architect shall execute, as part of Basic Services. auy certificates or certifications customarily, commonly, or reasonably required on projects of this type except for those that would result in HWA having to certify, guarantee or warrant the existence of conditions whose existence IIWA cannot ascertain. 4.13 The Owner shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Architect's services and Work of the Contractors. 4.14 The Owner shall Furnish the Architect copies of written communications with the Construction Manager and Contractors. 4.15 Representatives of the Owner may inspect or review any services performed by the Architect, or consult with the Architect at any time during normal business hours and upon reasonable prior notice to the Architect The .Architect shall meet with the Owner at the request of the Owner. ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be tl}e cost of the Contracts with the various Construction Conh'actors for the Project the CM fee, all allowances and contingencies and re wired permits, fees, taxes. insurance and Contractor payment and performance bonds. Tl.~ r,,,,,;.«.,.,.r;,.., r,,:,~I}aA 13~ tl}€-tBta1 ~„~« „ ., .r:.,, .,rte,] ,.,,,.r «„ R,~ ll..,,, ,..- „F ill „1,,,..,_,,,r. ~'r~je~t-d€si^^~a ^ ~:t'oa 1,. «l,o n.-,.l,:r~,.« Jr~~-~~_ Tl, (~-fc,.«., ~«: ,.,~.~cl,.,l ~h€--EOS~3t .,r.-,,.,r~..a.a« ..~~t~s-o(=-labor-and-rnat€vials-futrrishod--ley-tl}l; ty~p'}}@i' .-urm--c"j'mn.,,,,.Yn r~]~,.~:,_i,~d~if3€C~i(: o.]~;,,Iv,~rn~vr ;ip~^o.aly I,FE3Vi(lefl-fei--liy--t1}° n..,.l,:.,,,.r ..1.; reaser}abl€ a.,,.,~-~~.. r,~ n,,,, r.-,,,.r„~,~ ,,,-], o.,,] ,.] re ~tt. In add:r:,,., ,,1.1., .,n,,,...,.,,.o f i--sentinge-i}siES--sha}1-b~ i.,,.l .a,,,] F .- „ .,.~1,~« ,. .,,]:«:,r>~~i-i-hg--tir}~€-of-bidcking-and-for iii}-th€-Worlydttrir„ .... ,.,: r,. .,., .r~,~„~` ..r iI}all „1, ,. ~l„a~ «h.. .,«:,.., „r a,o r~,..,stt~t-'ten }`~^ a~g~' and-~6nStrri6r:,,., rrt.,.,~,.~.-°.. ,- ,.lr.,.,r.. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of=way, financing, or other costs which are the responsibiliry of the Owner as provided in Paragraphs 4.1 through 4.4 and 4.6 through 4.14. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 The Architect's review of the Owner's Project budget and of preliminary estimates of Construction Cost or detailed estimates of Construction CosC prepared by the Construction Manager is solely for tl}e Architect' guidance in the Architect's preparation of the Construction Documents. Accordingly, the Architect cannot and does not warrant the accuracy of the estimates of the Construction Manager, or warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation reviewed by the Architect. 5.2.2 No fixed limit of Constn~ction Cost shall be established as a condition of this Agreement. 5.2.3 In the event that the Construction Manager's estimate or the lowest bona fide bid or negotiated proposal received by the Owner exceeds the Owner's budget for reasons other than those described in Paragraph 3.3, the modification of Contract Documents shall be the limit of the Architect's responsibiliry. The Arcltect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory, and other reserved rights, including the copyright The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's Drawings, AlA DOCUMENTS D14VCMn -OWNER-ARCHITECT AGREEMENT -CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITION -AIA - COPYRIGH'r 1992 -THE AMERICAN INSTITOTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASftINGTON, D.C., 20006-5292.; Unliccnsul photocopying violates U.S. copyright laws and is subject to legal prosecution. Llecn~orric Format B 141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #9 Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. Thy-,`.°^1•~~^''° Brawt: ^°,^^^'f's~'iens---eF ., rl,.,~nl~ll ,.. 1,,, oa 1,, rt, Il.. ^tI3a-„-on „~tl,,~, N~Je^,~ r .. ,,a,l:.:,..,,. r,; rh .r,~rar~,exrple~iet~-o#. this-P'•^:°^~nle-s~tl,~is-aElj ,a^°~a .,a .,:tl, :,,F~triati(jn-tA-thC n.-,-~,:r°^r. The Architect frants an irrevocable license to the Owner to use drawings, specifications, and other documents and electronic data furnished by the Architect for completion of the Project, in the event that Architect is terminated for any reason, as well as for any additions alterations. or other work to the Project. This license is for the benefit of the Owner and it assigns and permits the Ovnrer to retain other architects, engineers, and other design professionals who may use the drawings, specifications, and other documents and electronic data for such purposes. The Owner shall indemnify and hold harmless the Architect fi-om and against claims, damages, losses and expenses including but not limited to attorneys' fees, at'ising out of or resulting from (a) the Owner's use of such drawings, specifications. or other documents or electronic data that are not final Construction Documents (ie. Signed and sealed by the Architect) as described in Paragraph 2.4 or that are changed without the consent of the Architect or (b) the Owner's use of any such drawings, specifications, or other documents for a purpose other completion of the Proiect without the consent of the Architect. 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Architect's reserved rights ARTICLE 7 ARRIT~~_~ R.,-~_~_ATIQ~ DISPUTE RESOLUTION 7.1 If claims disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof cannot be settled through negotiation. the parties agree first to try in good faith to settle the claim dispute or other matter in question by mediation in accordance with the Construction Industry Mediation Rules of the American Arbination Association or such otber mediation procedures as the parties may agree upon, before resorting to arbitration litigltion or some other dispute resolution procedure. After mediation, th~arties may. but shall not be required to resolve claims_ disputes or other matters in question by arbitration. r~i:°•°"°° ^r1'°' "'tt~ss-tn Elrle-stic~n-b~:~~ r,.~1.:. _nzgr~€nr€~tt-arisirr~-out-c31' ~, ~.,1rn~-':.. b. '^~'~h-:~ n,T6~-i-i~roh-th@.~o,.Ft, ., 11 t,,~ „>,:o . ,,..,,,,1 a,.,. ,l~,l 1,. .,._>,:,.ai ....:..........lane€-wiEh-th€ E-eFr.;tit+sttel~dust;3,-F..~"'or~Fxl~~r n,~ n.~an t~rbitratier~.-A~iat':~~ff ^ „1,,.,. .1.~, ..,~«:~.. 7~ In the event of litigation between the Owner and the Architect concerning the Project or this Agreement, the prevliling p•rrty shall be entitled to recover its reasonable attorney fees costs and expenses fiom the other parry arising from such litieation. Be-mand-fe~atixF}s;;^lln.~--b~'° ~lnd-h3 ~vri~tng-~vitlrtl~~'kie.-Agr~.~nt-and-w+tlrtlte ,4rrierisan-A+b:•."~^^ ~sses~d~.~ ,1.>'~-R,~~it+atixn shalll 1,,,~,~,~,,,,,ro ,.:tea-raaso~l.~-t~x~-an*g•' `l,~.l^:.,, ~lisl3ute et~eth~l~Fxatter--is--qa€ r'^ l~;a~,~. T~^^ oPunt-shall tlr~ demand- f~o•' ^ on-z,~-:r,=,Q~- ~,. «rth.~a., e€ }€gal-ar nquiEable-pres€€dirtg~~.,. ,,sl, ^l.~..,, a}r;pute er-xtl~=matter-tx-q.,....t:,,.,„1,1 b„ 1,~.,,a >,rtlra-appliEal~ staEr+tc~-ef-lii :r^,~.. 7.3 Each party shall continue to perfmm its obligations under this Agreemeut pending resolution of any dispute arising out of or relating to this As,*reement. The Owner and the Architect acknowledge that either of them shall be liable for all damages of the other resulting from the breach of this provision. r^I^ ^~l,:t~.°tiot~ri~n~-Derr--ern"1°r:.,°-~'Itis ^ ~~^°^~~:.F-shall--tnslr ,1Ii,l,de-~er~r--ar~Y ether-rxaxx~.; a: .,,la:r-~:^•,..rp~rsar~rty-~ ,~^-pa~,~~ .lz,~:^ A ... 1,., m r~o., . ...:.,:., ,. 'F. i~~,.~,r,.,o -a ;pow.==s re€€r€F~~n.~a~ a a 1... .1,~ n~;n,~•r Ar^h.~^r~,c ~'2. rl r'r. ..13t-£A-~~9k1~ „~ ., o.-, ,.., r r >, 1 ,,,r,r:.:,....,1.. n.iry .,...,~....~ .....--------- --- _ - -- o "-- - -- -- r - ~l,.,llr ~r:n~Fi -1,' .,f ., ..I.. .7: ..ate nr-0tho ~rro..: .N..., :~S6ribed-iIl-tl'°~""rcn~6t15€f1t eraviEk-a-g€rse~net-named-or~v:',ari'~ a~ T1.~ F ,.,,,,e~~= .H~ 1 1, .~., .., x°'cb b ark~itrat° ,i~~ °^z.ddrr .,1 ..r:r., .1~~., b3`~-r,a ~a .t„ n ...~o ,,. ..t,.,tt t,e .,:4'~allu ass^-app^'-~1~° la~~ix--an3=--court--having }u+-isdistiar, •1,.~..,.r ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. Termination by the Owner or Architect shall not relieve the other party of any liability resulting from the breach AIA D000~IENTS B14VCMa -OWNER-ARCI-IITECT AGREEMEN'C -CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITION -AIA - COPl'RIGHT 1992 - TFIE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-1292.; Unlicensed photocopying violntes U.S. copyright laws and is subject to Iceal t~rosecution- Electronic Format B 141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #10 or breaches which occurred prior to said tcnnination. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Architect's services. In addition there shall be an equitable adjustment in the protect schedule based on the delay caused by the suspension and the time necessary for HWA to achieve the staff level and performance equal to that in place at the time of suspension. 8.3 'Chic Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Architect may terminate this Agreement by giving ~~n'itten notice. 8.4 Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. 8.5 If the Owner fails to make payment when due the Architect For services and expenses, [he Architect may, upon seven days' written notice to the Owner, suspend performance of services under this Agreement. Unless payment in full is received by the Architect within seven days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services perfornmed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. 8.7 Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses which are directly attributable to termination. Termination Expenses shall be computed as a percentage of the total compensation for Basic Services and Additional Services earned to the time of termination, as follows: 1 "Cweury percent of the total compensation for Basic and Additional services earned to date if ternmination occurs before or during the predesign, site analysis, or Schematic Design Phases; or .2 Ten percent of the total compensation for Basic and Additional Services earned to date if termination occurs duriug the Design Development Phase; or .3 Five percent of the total compensation for I3asic and Additional Services earned to date if termination occurs during any subsequent phase. 8.8 This Agreement also may be terminated by the Owner upon seven days' written notice. without regard to any fault or failure to perform by any party and solely For the Owner's convenience In the event of such termination, the Architect shall be paid compensation in the same manner as set out in Paragraphs R 6 and R 7 within thirty (3) days of termination and the Ounmer shall have no further liability for compensation, expenses or fees to the Architect except as set out under Paragraph 8.9. 8.9 In the event of any termination under this Article 8, the Architect consents to the Owner's selection of other architects engineers or other design professionals of the Owner's choice to assist the Owner in any way in completing the Project The Architect further agrees to cooperate and provide any information requested by the Owner in connection with the completion of the Project Any services provided by the Architect that are requested by the Owner after termination shall be compensated by the Owner in accordance with the hourly rates identified in Exhibit A. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be govenred by the law of the State of Missouri. th~.1~€r~ Il'ot~s Iec~ted: 9.2 Terms of this Agreement shall have the same meanings as those in the edition of AIA Document A201/CMa, General Conditions of the Contract for Construction, Construction Manager-Adviser 1992 Edition, as modified .,,... ,"... ~., ~F rho A",ro ..F r1,:.,,.3€nt. $3- Eastiox-~e~ve-~t~-~#~-}~t~ie-,-~~~ phis AgFe-~133eamtl3C-r'taEminb r. ^-~~*~^,rFm"=imc~^`„}3aI1-b~-de~mEd t~~-I.~-«d-t=he applisablo-statmr4€:4 of lilnitatiE3ns-shall .,@HE€-tA-I"~a;~~t-la~~}haF~el~h~-the-dc}[~C~-~li~StaHtia-1 CHI., ,1~c'-~o~f,~~.;~-oscmg-prte~-18 &absErumtia~rnplEtiHn-or-th€-mat.-~-` i:,a~~f~'''~~rtal p~f~~:F,..,~,~~yl~t-~ol~-alu~~°: *~aet oec-1+n~n~tlle~-Substantial:r 9.4 If permitted by all affected insurance companies, AIA DOCUMENTS B141/CMa -OWNER-ARCHITECT AGREEMENT -CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITfUN -AIA - COPYRIGHT 1992 -THE A1vtERICAN INSTITUTE OE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D. C., 20006-1292.; UnlicensecJ photocopying violates U.S. copyright laws and is subject to legal prosecution. Electronic Format B141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #11 without penalties, the 'Uh€ Owner and Architect waive all rights against cacti other and against the Construction Manager, Contractors, and the consultants, agents and employees of any of them for damages, but only to the extent of actual recovery of any insurance proceeds under any sav€s€d--ley property insurance during construction, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201/CMa, Genera] Conditions of the Contract for Construction, Construction Manager-Adviser 1992 F,dition, as modified c-ut}on' ^_ ^r the a-~^ „rnh:° n~~ °,,•. The Owner and Architect shall each require similar waivers from their Construction Manager, Contractors, consultants, agents, and persons or entities awarded separate contracts administered under the Owner's own forces. 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without written consent of the other. The Architect agrees that it will not without the written consent of the Owner, enter into anv contract or at*_reement for the performance by anv third party of anv part of this Agreement, with the exception of selecting Henderson Engineers as the MEP consultant and Leigh & O'Kane as the snucmral consultant Consultants for civil and landscape services have yet to be named. The use of consultants or outside design professionals by the Architect shall in no way relieve the Architect of its primary responsibility for the services ender this Agreement. 9.6 This Agn'eement represents the entire and integrated agreement between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral- This Agreement may be amended only by written instrument signed by both Owner and Architect. 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third parry against either the Ounrer or Architect. 9.8 etho-p.,...:,.,r :..,~r,:r n e. °°,.,u:;t~ the "I'he Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal, or disposal of or exposure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 9.9 The Architect shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional and professional materials. The Ar'chitect's materials shall not include the Owners confidential or proprietary infornation if the Owner has previously advised the Architect in writing of the specific information considered by the Owner [o be confidential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the promotional materials for the Project. 9.10 It is hereby mutually agreed by and between the parties hereto that the Architect cannot in anv manner have or arnuire a lien upon the buildings or works covered by this Agreement or the ]and upon which it is situated, 9.11 The Architect shall be responsible for the acts and omissions of its employees and all other persons perforning services for the Architect. 9.12 To the fullest extent permitted by law, the Architect shall indemnify and hold harmless the Owner and its employees officials agents contractors and consultants h'om and against cl•rims damages losses and expenses, including but not limited to reasonable attorney's fees arising out oC or resulting from the performance of the Architect's services, provided that such claim damage, loss or expense is attributable to bodily injmv siclrness_ disease or death, or injury to or destruction of tangible property, including loss of use resulting there from but only to the extent caused in whole or in part by the negligent acts or omissions of die Architect or anvone directly or indirectly employed by the Architect or anvone for whose acts the Architect may be liable, regardless of whether or not such claim. damage loss or expense is caused in part by a partv indemnified heremrder. Such obligations shall not be construed to negate. abridge or reduce other rights or obligations of indemnity that would otherwise exist as to •r partv m person described in this Paragraph 9.12. In claims against anv person or entity indemnified under this Paragraph 9 12 by •rn emplovee of the Architect or of anvone directly or indirectly employed by the Architect or of anvone for whose acts the 4rchitect may be liable the indermrification obligations under this Paragraph 9 L2 shall not be limited by a limitation on amount or type of damages compensation or benefits payable by or for the Architect under worker's compensation acts disability benefit acts or other emplovee benefit acts. 9.13 Waiver of a breach or default of any term or condition of this Agreement shall not be deemed a wsiver of (al any breach or default or any other term or condition or (b) any subsequent breach or default. Failure to enforce compliance with a tern or condition shall not constitute a waiver of such term or condition. 9.14 The Architect wan'ants and represents that it is a duly AIA DOCU~4GNTS B141/CMa -OWNER-ARCHITECT AGR 6~EMENT -CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITION -AIA - COPYRiGHT 1992 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASFIINGTON. D-C., 20006-5292.; Unlicensed photocopying eiolates U.S. copyright laws and is suhlect to Icgal prosecution. Electronic Format B 141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #12 organized, validly existing limited liability coiforation, in good standing under the laws of the State of Missouri, and represents that it has the power and authority to execute, deliver and perform this Agreement. The Architect shall cornply with Federal, State, and local laws, ordinances, and regulations applicable to the services under this Agreement. 9.15 The Architect hereby represents and war~ants that no payments have been or shall be made directly or indirectly, by or on behalf of the Architect to or for the benefit of any en~playee or agent of the Owner who may reasonably be expected to influence the decision to requisition, issue or take any action with respect to this Agreement The Architect shall allow a mutually agreeable nationally recognized certified public accounting firm (the "CPA") to examine, at the Owner's expense, such of the ArchitecCs books and records as may be necessary, in the CPA's reasonable opinion, to verify the Architect's compliance with this paragraph. 9.16 The Architect shall maintain, at the Architect's expense, the following insurance coverages and limits, without interruption or reduction below specified limits from the date of connnencement of services under this Agreement until final completion of all services under this Agreement (or for such longer period as may be specified below for specific coverage). and shall prior to the commencement of services under this Agreement, provide the Owner with copies of policies amd Certificates of Insurance naming the Owner, Mayor, Board of Aldermen, and City Administrator as additional insureds on all required coverages (except professional liability and workers' compensation): 1. PROFESSIONAL LIABILITY-ProfessionalLiability or Errors and Omission Insurance: Each Occun~ence $ 1.000,000.00 Annual Aggregate $ 1,000,000.00 Specific Project Excess Endorsement: Each Claim $ L000,000.00 A~*,gregate $ 1,000,000.00 Specific Project Excess limits shall apply only to claims arisingout of the Project and only in the events that the limits of the Architect's general professional liability or errors and omissions insurance have been exhausted by payments either for the Proiect of for any other covered claim. Unless the Owner directs otherwise, the Specific Protect Excess Endorsement shall be bound on September 4, 200? and shall be maintained iu full force and effect For a period of one vear after final completion of all services under this .Agreement. The professional liability or errors and omission insurance shall not have a deductible greater that $0,000.00 and shall be maintained in full force and effect for a period of one vear after final completion of all services under this Agreement Any retroactive date or prior acts exclusion, to which the coverage is subject, shall predate both the cormmencement of services under this Agreement and the date of this Agreement. 2. COMMERCIAL GENERAL LIABILITY LIMITS: Each Occurrence $ 1,000,000.00 Products/completed: Operations Aggregate $ 1.000,000.00 Annual Aggregate $ 2,000,000.00 Each Policy shall include the following coverages: Connacmal Liability, Personal, Advertising, Injury, Independent Contractors. 3. AUTOMOBILE LIABILITY -The Policy shall protect the Architect and the Owner against claims for bodily injury and/or property damage arising out of the ownership or use of any owned, hired and/or non-awned vehicle and must include protection for: a. Any auto, or b. A]1 owned autos, hired autos and non-owned autos. Limits: Each accident combined. single limits, bodily injury and property damage: $ 1.000.000.00 4. WORKERS COMPENSATON -This insurance shall protect the Architect against all claims under applicable State Worker's compensation laws. The Architect and the Owner shall also be protected against claims for injury, disease or death of employees which, for any reason, may not fall within the provisions of a Workers' compensation Law. The Policy limits shall not be less than the followin Workers Compensation, Statutory, Employer's Liability: Bodily injury by accident $500,000.00 ea. accident Bodily injury by Disease $SOO,000.OOpolicv Bodily injury by Disease $ 100,000.00 ea. employee 9.16.1 All insurance shall be maintained with an insurer acceptable to Owner and having a minimum financial rating not lower than "aP' in the "Best's Insurance Guide, latest edition. 9.16.2 The insurance required by Paragraph 9.16 shall be written on an occun~ence basis, except for the Professional Liability coverage, which may be on a claims-made basis. 9.16.3 All policies and Certificates of Insurance shall AIA DOCUMENTS B141/CMa -OWNER-ARCHITECT AGREEM BNT - CONSTRUCTION MANAGER-ADVISER EDITION - 1992 GDITION -AIA - COPYRIGIIT 1992 -THE A<v-fERICAN 1NSTITUTG OF ARCHIT[CTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON. D.C., 20006-529?.; li~iliccnscd photocopying; violates U.S. eopy~iglll laws and is subject to Icgal prosecution. Electronic Ponnat B 141/CMa - 1992 User Document: B141CMA-DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #13 expressly provide no less than thirty (30) days prior written notice to Owner in the event of cancellation expirltion non-renewal or material alteration of coverage contained in the policy or evidenced by such Certificate of hisurance 9.17 To the fullest extent permitted by law (but subject to any limitations or qualifications stated elsewhere in this A+*reement) the Owner shall indemnify and hold harmless the Architect and its employees agents and consultants from and against claims damages losses and expenses including but not limited to reasonable attorney's fees, arisine out of or resulting from the Owner's performance of its obligations under this Agreement provided that such claim, damage. loss or expense is attributable to bodily injury sickness, disease or death. or to injury to or deshuction of tangible property, including loss of use resulting therefiom but only to the extent caused in whole or in part by the negligent acts or omissions of the Owner or anyone directly or indirectly employed by the Owner or anyone for whose acts the Ov~mer may be liable), (but not the Architect or anyone directly or indirectly employed by the Architect. or anyone for whose acts the Architect may he liable) regardless of whether or not such claim damage loss or expense is caused in part by a party indenmified hereunder. Such obligations shall not be construed to negate abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Paragraph 9.17. In claims a~*ainst any person or entity indemnified under this Paragraph 9 17 by 3n employee of the Owner or of anyone directly or indirectly employed by the Owner or of anyone for whose acts the Owner maybe liable the indemnification obligations under this Paragraph 9 17 shall not be limited by a limitation on amount or type of damages compensation or benellts payable by or for the Owner under worker's compensation acts, disability benefit acts or other employee benefit acts. 9.18 Recovery of damages against the Architect by the Owner on •r claim covered by insurance required by this Agreement to he maintained by the Architect shall be limited to an amount equal to the greater of (a) the required limits of such insurance stated in this Agreement or (b) the actual limits of such insurance available for payment of the claim. This limitation on recovery of damages by the O~rnrer shall apply only if (c) the Architect's insurer(s) pay(s) to the Ovnrer the amount specified in the immediately preceding sentence. less the amount of mry applicable deductible. and (d) the architect pays to the O~rner any applicable deductible amount 'hhe Owner shall have no obligation to take any action whatsoever or incur Inv expense whatsoever to persuade or compel any insurer to make any payment. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE a-9:1:1- I3ir~st-4 ur~;etw€1-- ., ~ ~ ~ c'-T IG11itC6t6nn€~-C-I3~'aIIbEd-()tom-th@--~FP)E6~ at3EI-~h~-p9r~lAn~~h@ 60`:t-.,f e~nl~;. ~ .7 ., .1 .. ,,.r....,~~ sontrihi,rno„sn^uu~~ .~~~ '~~~o; .,n =~ ~..s Emplerrt t~u:T-anc~et~-statttEer~ -e-relay.-~-ant=-~.ur~^~-s;ok IeavE-hc3liclays; vacaEietx-Y^~^^° ^"u ~mii~ont:ihuEiorr: ;and-h€nc-ftt 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants in the interest of the Project, as identified in the following Clauses. 10.2.1.1 Expense of transportation in comrection with the Project; expenses in comrection with authorized out-of--town travel; long-distance communications; and fees paid for securing approvals of authorities having jurisdiction over the Project. 10.2.1.2 Expense of reproductions, postage, express deliveries, electronic facsimile n'ansmissions and handling of Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 4D:2-:1-~5- E~pen,~-r,`~,','irional- ias,,..~,,. ~-or Imr.':~, '^sI .i' ..F„ .,1 l:~bili~}-it.~:R:.r;~-:go '"r~~°''~'Y b il~-8wnr that nc~'.,,a..' ,~ ~~ ^~~i=:r•°et a0-2:1-:6- E-xp€n.,o-~~~.put a~.~a d-~ -dra~*~'}g dim i ,t :a, ,~.~-P.~~^^~r 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES a-0=3-.1-Arriaitin; ~,~_.,,,~r ~., .;c: F rth in-f'aragi",..i~T, il~-mi~te~nd€r-1~-Anew 10.3.2 ~uk~€~€nk-~.ays Payments for Basic Services shall be made monthly paid within 30 days of the Invoice Date) and, u~h€rgapplte~]€, shall be in proportion to services performed within each phase of service, on the basis set forth in Subparagraph 1 1.2. L ~? AIA DOCUMENTS B14 UCMn -OWNER-ARCHITCCT AGREEMENT -CONSTRUCTION A-0ANAGER-ADVISER EDITION - 19')2 EllrllUN - AIA - COPYRIGHT 1992 - TH6 Atv(ERICAN INS'T'ITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, T~'.W., WASHINGTON, D.C., 2000Fi-5292.; Unlicensed photocopyine violates U.S. copyright laws and is subj eel to legal prosecution. Electronic Format B 14 UCMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #14 10.3.3 If and to the extent that the time initially established ht Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, the Architect's compensation shall be equitably adjusted for any additional services required as a result of such time being extended or if the time extension is greater than ninety (90) days the Architect's compensation shall be equitably adjusted to the extent necessary to compensate the Architect for increased costs attributable to the extension. for an3L-s€r-~i,.~_°°•„l~.~a~-~.,, .,"~d,~:«: .~~p-time st,,,n >,o ,.~,t .-~ .,,ma,o; a~~ .-.i~c"ti„r,m,%s"raph 1-]~:~- 'I !1 Z A sxn, o., .,~~A h..~o,J o., ~. C-oustr.~~'^~r""', ^nd-portlAn~of-tip ~-="==o-Qe-:@{~d-or ethgr,~s~-..~,t o~;:ast , ~ • ter. F„ t~o,~;~,,.F the-~-re}e,.~ ..t-~~.,n ti,~ t-s.~;^~~ p°~•,xoa ,,.=PS~~~ .,~„~~.;~;.itl~-tkE-seh€Ek~ SBt-f^'-vr.?rnr C.m'bparz:b`apl. _I I ~ ~ h ,7 /Il 1, 1 opt 1,,.__• €tde-did ^~~~'a^*"m'~'-n=~~F~t~sa=-s;-~~~ /''~,~=e--suck-bids-er Censtr~stie:-P ^,'~'~~~ ''"-CO^n~n~r--fer 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 10.4.1 Payments on account of the Archtect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums witlilreld from payments to Contractors, or on account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and-s~i~terfermed--en tt~a.1zip1E-of-B~1~=,~nsn shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 r^,T'~~rhhF-i~4YA4kN~' of Oellar. E~~ w n >, a ,....:*i~. „F~ iT=^~g,~~=~ ,a ,.a:.oa .,, .>,o O r.,.,t .~'. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: (Grsert Gasis of compensation. including .rtipu]ated .nmrs, nudtiples m percentages, and identifi' phases to which pcsticrdm metlmdr of compen.mnon apple, it neCeSSa1}'.~ Schematic Design Phase $_ 36,750 Design Develontnent Phase $ 49,000 Construction Documents Phase $ 98,000 Bidding or Ner*otiation Phase• $ 12,250 Cmtsttvction Ph1se' $ 49,000 'Cotal Basic Sett ices Fee for Building/Site and Interior Design Services $ 24.000 11.2.2 ~x/~c ;. ,,. >,.. ,,,t „t~ a-stipulated-su. .,..,eo ~ f r..nstr~ti,,: ~~rs', ~gr€.T; pi:7.,, .~f ~, ~-uaEh-plrasa-sh^n •,•°t •j,~^F.llo>ovit~pe-rsentag F>~.,ie-Cc3tupensat~~,a3~t Qnscrt additional phases as approprinte.J Seh~ „r~:,. ne-srw~I- -~~ b AIA DOCUMENTS B141/CMa -OWNER-ARCHITECT AGREEMENT -CONSTRUCTION MANAGER-ADVISER EDIT70N - 1992 EDIIIUN - AIA - COPYRIGHT 1992 -THE AMERICAN INSTITUTE OP ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C-, 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. Electronic Fotmat B l4 ] /CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #15 ~sagrrDe-valepnrenE-gk• : °: r~^~~>~ Fartst+a+Etiea-F~ac-a~e~3ES-PhN;€: €. ^:.`, ~IEI~rg-o~A1~~Eiat~ nnh ,~^ ~E^,,, ~'~, C-eustwc-ti©n-P-has ~^~~>~ 1 Ro (',,.,,., ^.,o.,ti.,., ~ -Feta,~. ~;,, ens-}~d~ 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be computed as follows: Based on Hourly Rates in accordance with HWA's and Consultants' Rates, attached as Exhibit A. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Article 3 and 12, other that (1) Additional Project Representation described in Paragraph 3.2, and (2) services included in Article l2 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (htserl basis o~compen.rn~ion, inc6~ding rules u~id/a~~ multiples ol'Di~rcl Pere~onnef Expense for Yi'incipnds and enip(wees, mld idewifr Principnlr mtd cln.rsify emplopees, ijreyuired. /dentiJ'rspeci/ic services to lrhich pnrticu[nr methods ojcompensarion apply, ifneces.rar~~.) Premium Increase for Professional Liability Insurance ($1,000,000 Specific Job Excess Endorsement): The premium for the time period of September 4 2002 to February 11. 2003 is $2,000. During design and construction, we estimate that the premium for each 12 month period begimring on any February 12, during any part of which the Architect is required by this Agreement or directed bV die Owner to bind or maintain the Specific Project Excess Endorsement provided for in Paragraph 9.16 of this Agreement is estimated to be $2,500. For each 12 month period after construction is complete the estimated premium is $1,500. Therefore the estimated premium through February 11. 2005 (about 2 %z years) is estimated to be $7,000. The Owner shall pav the amount to the Architect within 30 days of being presented with an invoice from the Architect. supported by an invoice to tie Architect for the premium for the Specific Protect Excess Endorsement for any such period As an option the Architect can secure a $2 000.000 Project Policy for coverage tlu'oueh February 11. 2005 for an estimated premium of $40 000. In this case, the full $2,000.000 is dedicated to this project a_nd cannot he diluted by other potential claims as can he the case against HWA's $1,000,000 Professional Liability op lrcy. Otter Additional Services are to be negotiated on a case by case basis. 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional landscape. civil, structural, mecharrical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in fv7icle 12 as part of Additional Services, a multiple of_ (1.1) times the amounts billed to the Architect for such services. (/dentifj~ specific roper o/~consldrants in ~Jnrcle l2, ijrequired.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of (1.1 ~ times die expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IP BASIC SERVICES covered by this Agreement have not been completed within ei tg tteen (~ months of the date hereof, through no fault of the Architect, extension of the Architects ser~~ices beyond that time shall be compensated as provided in Subparagraphs 1033 and 11.3.2. 11.5.2 Payments are due and payable thin ~) days from the date of the Architects invoice. Amounts unpaid thin (30) days afro the invoice date shall bear interest at the rate of ten percent (10%) per year from the date of invoice. e-nt~lo-vv, er-i~:'^ ",~-~s~,'°^^° tl. ^~.~..F.,r H... 1,,...,1 .., r., „ ~;l:.,b f:....,, . .. ~.. N.,,., ~r r4.^ „ r.,l ., 1., ,.^ ..F l,...".rr:€SS-OI-d,^ n..~~,'~~...~ AIA DOCUMEN"fS B14 UCblu -OWNER-ARCHITECT AGREEMENT - CONSTRUC"rION MANAGER-ADVISER GDI'iION - 1992 EDITION -AIA - COPYRIGH'C 1992 -THE AMERICAN INSTITUTE OF ARCHITEC"rS, 1735 NEW PORK AVENUE, N.W., WASHINGTON, D. C., 20006-5292-; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. Electronic Format B 141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #16 (/~r.ren r'afe ofiiiteres( agreed upon.) (Urut7~ talcs and rer~rrirementc under dye Federal Trudy in Lending Act, similm~ stale and /oval coarumer credit Inirs and other regu(atian.r nt the Owner's mid ArchiteG's principnl plnce.r q(business, the location o~dre Prnjecr and elsewherr n+n~~ n(fect the vnlid7q~ oT ihi.c provision. SpeciFc legal advice shmdd he obtnined with respect to de/etiats m' modiTcntimis, and nl.co regm~ding requirements such a.r trritten discfosm~es nr waivers.] 11.5.3 The rates and multiples set forth for Additional Services shall be amorally adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (htcert descriptions of other services, identi/j' Additional Services inchtded u~idtin Ba.ric Campensntion, mid modifications to the pnvment and compensation teens included in this ,9greement.) 12 1 Wherever used herein the use of the letters "HWA" or HWA's" shall mean Hoefer Wysocki Architects LLC and our subconsultants for this Project Also Inv reference herein to "ArchitecP' shall mean Hoefer Wysocki Architects, LLC and our subconsultants for this Project. 12.2 The AF Team shall provide the following number of site observation visits (plus such additional site visits as may be necessary to conduct inspections provided for in Paragraphs 9 8 9 9 and 9 l0 of AIA Document A201/Cma-1992, General Conditions of the Contact for Construction Construction Manager -Advisor Edition as modified for this Project): Architechu3l' Twelve (12) site observation visits (about twice per month). Structural Three (3 ) site observation visits Site visits will be made at intervals appropriate to the stage of construction. Civil' Two (2) site observation visits Site visits will be made at intervals appropriate to the stage of construction. Landscape Two (~) site observation visits Site visits will be made at intervals appropriate to the stage of constnuction. MEP / FP Three (3 ) site observation visits (one Mechanical Engineer one Electrical Engineer) Site visits will be made at intervals appropriate to the stage of construction. 12.3 If due to HWA's error any required item or component of the Project is omitted from HWA's Construction documents, HWA_ if required by the Owner will modify the Contract Documents to add the item or component However, HWA shall not be responsible for paying the cost to add such item or component to the extent That such item or component otherwise adds value, upgrade or bettermenC to the project. 124 Any invoice sent or notice iven hereunder shall be deemed served immediately if hand-delivered in writing to a duly appointed representative of the party to whom the notice or invoice is directed or one day after transmission by facsimile or via courser or three business drys after transmittal by registered certified express or regular mail to the business address identfied m tins Agreement. 12.5 Any provisions of this Agreement later held to be unenforceable for any reason shall be deemed void and all remaining provisions shall continue in full force and effect. 12 6 All obligations arisini_ prior to the ternrination of dais Agreement and all provisions of this Agreement allocating responsibility or liability between the Owner and HWA shall survive the completion of dye services hereunder and the termination of die Agreement. 12.7 Interior services are defined as the selection of materials. colors and finishes. 12.8 The Owner is responsible for environmental testing geotechnical services and a survey showing boundaries. topographic information, utilities and all existing conditions. 12.9 HWA specifically excludes die following scrvices~ Acoustical Audio-Visual Data/Commmrications, Electronic Security, Furniture Selection. Inventory of existing fisrniture fixtures Ind equipment and Kitchen Services These services are not included in the $3,500 000 constuction budget Ifreques[ed these services can be provided as an additional service. AIA DOCUtrIENTS B141/CMa -OWNER-ARCHITECT AGREEMENT - CONS('ROCTION MANAGER-ADVISER EDITION - 1993 EDITION -AIA - WPYRIGI-IT 1992 -THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASI IINGTON, D.C., 20006-5292.; Unlicensed photocopying eiolates U.S. copyriglll laws and is subi~t to legal prosecution. Electronic Format B 141 /CMa - 1992 User Document: 8141 CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #17 'This Agreement is entered into as of the day and year first written above. OWNER (Signano~eJ Betty Burch, Mayor (Printed name and title) ARCHITECT ' CcU~~ ~ (Signnnu~e/ David A. Wysocki, AIA, NCARB Principal (Pointed name mtd title) File: N:'~8ll)I Riverside Public Safet}1Eile Index~i Project Managementli.a.l Client ContractA020903 Owner &, Architect B141-CMa.doc AIA DOCUMENTS B14VCMa -OWNER-ARCHITECT AG REtiM ENT CONSTRUCTION MANAGER-ADVISER EDITION - 1992 EDITION -AIA - COPYRICllT 19)2 - Tl-IE AMERICAN INSTITUTE OP' ARCH1TECrS, 1735 NEW YORK AVENUE, N.W., WASIiMGTON, D.C., 20006-5292.; Unlicensed photocopying violates U.S. copyrieht laws and is subject to legal prosecution. Electronic Format B 141/CMa - 1992 User Document: B141CMA.DOC -- 1/23/1998. AIA License Number 105129, which expires on 3/31/1999 -- Page #18