Loading...
HomeMy WebLinkAboutContract CAG-19-019 =: = A Document B103" - 2017 Standard Form of Agreement Between Owner and Architect for a Complex Project AGREEMENT made as of the 'Zr) day of 4 ito-f in the year 4,011 (In words, indicate day,month and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) City of Renton This document has important 1055 South Grady Way legal consequences.Consultation Renton,WA 98057 with an attorney and the Architect: is encouraged with respect to (Name, legal status, address and other information) its completion or modification. Baylis Architects,Inc. 10801 Main Street,Suite 110 Bellevue,WA 98004 for the following Project: (Name, location and detailed description) Family First Community Center 16022 116th Avenue SE Renton,WA 98058 The Owner and Architect agree as follows. Init. MA Document B103*"—2017.Copyright Cr 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and international Treaties.Unauthorized reproduction or distribution of this AIA'- Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not far resale. User Notes: (1949324922) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION §1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable"or"unknown at time of execution.') §1.1.1 The Owner's program for the Project: (Insert the Owner's program, identify documentation that establishes the Owner's program,or state the manner in which the program will be developed) The programming and conceptual design for the Project will be developed in collaborative meetings between the Owner and its staff and the Architect. The program will be updated as necessary by the Owner to address additional or new requirements that arise during the Project. All design services provided by Architect prior to the effective date of this Agreement shall be governed by this Agreement. §1.1.2 The Project's physical characteristics: (Identify or describe pertinent information about the Project's physical characteristics,such as size;location; dimensions;geotechnical reports;site boundaries; topographic surveys;traffic and utility studies;availability of public and private utilities and services;legal description of the site, etc) The Project's characteristics are as follows: A new single-story community center building of approximately 21,000 square feet containing_ • A recreational gymnasium with courts and a walking track,plus studios and fitness rooms. • Facilities to house after-school programs and activities,drop-in childcare,and a teen room. • Makerspace studios for STEAM programs. • HealthPoint healthcare center for medical,dental,and mental health services. • Administrative offices. Init. AIA Document 8103T"—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIMDocument is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may 2 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) • Shared meeting rooms and community gathering spaces,a demonstration kitchen,and community garden. • Related parking,utilities,landscaping,and other improvements,as required. §1.1.3 The Owner's budget for the Cost of the Work,as defined in Section 6.1: (Provide total and, if known,a line item breakdown.) The maximum allowable construction cost,or"budget,"for the Cost of the Work for the Project,not including the Architect's compensation and sales tax,is$10,400,000.00.The budget is equivalent to the target Contract Sum that the Owner will establish with the Contractor. §1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates,if any: Design milestone dates shall be established pursuant to Section 3.1.3. .2 Construction commencement date: [Notice to Proceed TBD .3 Substantial Completion date or dates: Substantial Completion No later than twelve(12)months from the date of the Notice to Proceed Final Completion No later than thirty(30)calendar days from the date of Substantial Completion .4 Other milestone dates: §1.1.5 The Owner intends the following procurement and delivery method for the Project: (Identifi,method such as competitive bid or negotiated contract.) Competitive bid. §1.1.6 The Owner's requirements for accelerated or fast-track design and construction,multiple bid packages,or phased construction are set forth below: (List number and type of bid/procurement packages.) The Contractor will be required to execute construction of the Work in a manner and sequence that will be approved by the Owner and defined in the Contract Documents. §1.1.7 The Owner's anticipated Sustainable Objective for the Project: (Identifi,and describe the Owner's Sustainable Objective for the Project, if any.) USGBC LEED Silver.The sustainable plan and schedule shall be approved by the Owner and will be incorporated into the Agreement by amendment once agreed to. §1.1.7.1 Init. AIA Document B103"'—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may 3 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) • [Deleted]. §1.1.8 The Owner identifies the following representative in accordance with Section 5.4: (List name, address, and other contact information.) Kelly Beymer Community Services Administrator 1055 South Grady Way Renton,WA 98057 §1.1.9 The persons or entities,in addition to the Owner's representative,who are required to review the Architect's submittals to the Owner are as follows: (List name, address,and other contact information.) Russ Woodruff Capital Project Coordinator-Facilities 1055 South Grady Way Renton,WA 98057 §1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information) .1 Cost Consultant: Abbott Construction Inc. 3408 1st Avenue South Seattle,WA 98134 .2 Scheduling Consultant: None. .3 Geotechnical Engineer: The Riley Group,Inc. 17522 Bothell Way NE Bothell,WA 98011 .4 Civil Engineer: By Architect .5 Other,if any: (List any other consultants and contractors retained by the Owner.) Survey Consultant: Terrane,Inc. Traffic Consultant: TENw LLC Environmental Site Assessment Consultant: V Environmental LLC §1.1.11 The Architect identifies the following representative-representative,who shall be authorized to act on the Architect's behalf with respect to the Project,in accordance with Section 2.3: (List name, address,and other contact information.) Meredith Everist Principal in Charge Init. AIA Document B103*a—2017.Copyright C 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA5 Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may 4 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725798241 which expires on 04/19/2019,and Is not for resale. User Notes: (1949324922) Baylis Architects,Inc. 10801 Main Street,Suite 110 Bellevue,WA 98004 §1,1.12 The Architect shall retain the consultants identified in Sections 1.1.12.1 and 1.1.12.2: (List name, legal status, address, and other contact information.) §1.1.12.1 Consultants retained under Basic Services: .1 Structural Engineer: Coughlin Porter Lundeen 801 Second Avenue,Suite 900 Seattle,WA 98104 .2 Mechanical Engineer: Sider+Byers Associates,Inc. 192 Nickerson Street,Suite 300 Seattle,WA 98109 .3 Electrical Engineer: Sider+Byers Associates,Inc. .4 Interior Design: Object Space 3445 California Ave SW,Studio 1 Seattle,WA 98116 §1.1.12.2 Consultants retained under Supplemental Services: Coughlin Porter Lundeen—Consultant for civil engineering and site structural Sider+Byers Associates—Consultant for ELCCA,Street Site Lighting,and LEED Coordination A3 Acoustics—Consultant for Acoustics ArchEcology—Consultant for Sustainability Weisman Design Group—Consultant for Landscape Applied Building Information—Consultant for Specifications JRS Engineering—Consultant for Building Envelope and Construction Testing §1.1.13 Other Initial Information on which the Agreement is based: The Architect shall take steps necessary to achieve all contractual milestones. The Architect shall perform its services as expeditiously as possible,consistent with professional skill and care,to not cause delay to the Project. When necessary,the Architect shall increase the staff assigned to the Project to ensure that the Project is not delayed. The Architect shall cooperate with the Contractor and help to create an environment of mutual respect and focus on the success of the Project. The Architect shall endeavor to promote harmony and cooperation among and between the Owner,the Architect,the Contractor,and otherpersons or entities employed by each of them,with the goal of furthering the interests of the Owner and effecting prompt completion of the Project within the requirements of the Contract Time and Contract Sum. The Architect and its consultants shall endeavor at all times to produce a Project design within the Owner's budget and shall provide informal value engineering and constructability reviews in consultation with the Owner. The Architect shall endeavor to maximize the use of the Owner's budget for the Project for the benefit of the Owner. Init. AIA Document B103*"—2017.Copyright C 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA`Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Alike Document,or any portion of it,may 5 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) §1.2 The Owner and Architect may rely on the Initial Information.Both parties,however,recognize that the Initial Information may materially change and,in that event,the Architect shall provide prompt notice to the Owner and,if indicated by the situation,the Owner and the Architect may appropriately adjust the Architect's services,schedule for the Architect's services,and the Architect's compensation.The Owner shall-may adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction milestones, as necessary,to accommodate material changes in the Initial Information. §1.3 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. §1.3.1 , • • • 'Deleted]. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES §2.1 The Architect shall provide professional services as set forth in this Agreement.The Architect will perform the services through itself,its employees,and consultants.The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement,or shall cause such services to be performed by appropriately licensed design professionals. §2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances.The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project.The Architect shall cooperate with the Owner,the Contractor,and others for the benefit of the Project and shall endeavor to maintain good working relationships among all members of the Project team. §2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. §2,4 Except with the Owner's written knowledge and consent,the Architect and its Consultants shall not engage in any activity,or accept any employment,interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. §2.5 The Architect shall-shall,at its sole cost and expense,secure and maintain the following insurance until termination of this Agreement. Architect. all nt the O 1 it th A hi r L n n §2.5.1 Commercial General Liability with policy limits set forth below. The Architect will,at its sole cost and expense,secure and maintain Commercial General Liability insurance with limits of$1,000,000 per occurrence and$2,000,000 per general aggregate and$2,000,000 per products and completed operations aggregate. A deductible of up to$10,000 per occurrence is permitted. §2.5.2 Automobile Liability covering vehicles owned,and non-owned and rented vehicles used,by the Architect with policy limits , , set forth below. The Architect will,at its sole cost and expense,secure and maintain Automobile Liability insurance for automobiles owned,non-owned,or rented by the Architect in Washington in the amount of no less than Init. AIA Document B103*"—2017.Copyright @ 2007 end 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA"'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may 6 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and Is not for resale. User Notes: (1949324922) $1,000,000 combined single limit.In addition,the Architect will,at its sole cost and expense,secure and maintain any other statutorily required automobile coverage. §2.5.3 . . . . , f Deleted]. §2.5.4 Workers'Compensation at statntory limits in accordance with Washington statutes. §2.5.5 Employers'Liability with policy limits not less than , policy-kait:One Million Dollars($ 1,000,000)per occurrence. §2.5.6 Professional Liability , as set forth below. The Architect will maintain for six(6)years after Substantial Completion professional errors and omissions insurance in an amount no less than S1,000,000 per claim and annual aggregate for damages that result from the Architect's professional negligence. The Architect shallpromptly notify the Owner of any material changes to,interruption of,or termination of this insurance. The Architect shall contractually require its consultants to maintain professional errors and omissions insurance in an amount of at least fifty percent(50%)of the above amount,unless otherwise agreed by the Owner. If professional errors and omissions insurance is not reasonably available for a class of consultants,or not reasonably available in the future to the Architect,the Architect must so notify the Owner immediately. §2.5.7 Additional Insured Obligations.To the fullest extent permitted by law,the Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as-an and the Renton School District,as additional insureds for claims caused in whole or in part by the Architect's negligent acts or omissions.The additional insured coverage shall be primary and non-contributory to any ef-the-Owner's-other insurance policies and shall apply to both ongoing and completed operations.A copy of the additional insured endorsement shall be attached to the certificates of insurance and such documents shall be received by the Owner within ten(10)days of execution of this Agreement. The certificates of insurance shall contain a provision that coverages afforded under the policies listed will not be reduced,cancelled,or allowed to expire until at least thirty(30)days prior written notice has been given to the Owner. §2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.5.The Architect shall provide the Owner with written notice within two(2)business days of any policy cancellation. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES §3.1 The Architect's Basic Services consist of those described in this Article 3 including those provided by the consultants identified in Section 1.1.12.1,and include usual and customary structural,mechanical,and electrical engineering services-services necessary to produce a reasonably complete and reasonably accurate set of Construction Documents. Services not set forth in this Article 3 or in Exhibit A are Supplemental or Additional Services.To the extent this Agreement is inconsistent with Exhibit A or other related document of the Architect,this Agreement shall control. §3.1.1 The Architect shall manage the Architect's services and provide Construction administration services to the Project to the extent specified in this Agreement.The Architect shall consult with the Owner,research applicable design criteria,attend and prepare minutes for public and private community,pre-construction,bidding,and weekly Project meetings,communicate with members of the Project team, and report progress to the Owner. Init. AlA Document B103TM—2017.Copyright©2007 and 2017 by The American Institute of Architects,All rights reserved.WARNING:This AIAV Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 Document,or any portion of it,may 7 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) §3.1.2 The Architect shall coordinate its services with those services provided by its consultants as well as by the Owner and the Owner's consultants.The Architect shall be entitled to reasonably rely on,and shall not be responsible fer-for the accuracy,completeness,and timeliness of,services and information furnished by the Owner and the Owner's consultants.The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error,omission,or inconsistency in such services or information. §3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit,for the Owner-and-the Seheduling-Gensultan' Owner's approval,a schedule for the performance of the Architect's services.The Architect's initial schedule shall be consistent with the milestones,if any,identified in Section 1.1.4 and may be adjusted in writing by mutual consent of the parties as the Project proceeds.The schedule shall include design phase milestone dates,as well as the anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information.The schedule shall include allowances for periods of time required for the Owner's review,for the performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project.Once approved by the ,Owner,time limits established by the schedule shall not,except for reasonable cause,be exceeded by the Architect.With the Owner's approval,the Architect shall adjust the schedule,if necessary,as the Project proceeds until the commencement of construction.A change in schedule does not automatically result in an increase in Basic Services. §3.1.4 Upon the Owner's reasonable request,the Architect shall submit information to the Owner's Scheduling Consultant and participate in developing and revising the Project schedule as it relates to the Architect's services. §3.1.5 The Architect shall not be responsible for an Owner's directive or substitution,or for the Owner's acceptance of non-conforming Work,made or given without the Architect's written consent or approval. §3.1.6 The Project shall be designed and permitted to conform to applicable State,county,city,and other jurisdictional requirements and regulations in effect at the time services are provided. The Architect shall review and comply with laws,codes,and regulations applicable to the Architect's services,including those governing accessibility.The Architect shall,at appropriate times and with sufficient time to avoid delay,contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project.The Architect shall respond to applicable design requirements imposed by those authorities and entities.The Architect shall contractually require that the services of the Architect's consultants comply with applicable laws,codes,regulations,and governmental authorities. §3.1.7 The Architect-Owner shall assist the Owner Architect in connection with the Owner's-Architect's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project.The Architect shall have primary responsibility for applying for building code reviews of the Construction Documents, shall provide separate packages of documents for local and state building permits,shall coordinate and attend meetings with governmental bodies,and shall make application for and coordinate all necessary master-use,land-use, and building permits. As part of Basic Services,the Architect shall provide permitting assistance. The Architect shall also make all revisions to the Construction Documents required by State,local,and other applicable reviews and as required to comply with applicable codes,laws,and interpretations thereof in effect as of the date of commencement of the Construction Documents Phase. §3.1.8 The Basic Services will result in a Project design consistent with the Owner's program. At the time of performance,the Architect shall be properly licensed,equipped,organized,and financed to perform the services. The individual(s)listed in Section 1.1.11 shall be actively involved in all phases of the Project,shall be the prime contact with the Owner,and shall not be changed without the Owner's consent;changing the Architect's representative without the Owner's consent shall constitute cause for termination under this Agreement. Each person who performs the services shall be experienced and qualified to perform the services he or she performs,and the Owner shall be entitled to rely upon any assistance,guidance,direction,advice,or other services provided by any such person. If requested by the Owner,the Architect shall remove from the services,without cost to the Owner or delay to the Project,any person whose removal the Owner reasonably requests. 4 3.1.9 The Architect shall,at no cost to the Owner,promptly and satisfactorily correct any services which are not in conformity with the requirements of this Agreement. If the Architect fails to make such correction within seven(7) Init. AIA Document B103' —2017.Copyright C 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may 8 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) calendar days of written notice from the Owner,the Owner may do so,by contract or otherwise,and recover(e.g.,by offset against the compensation otherwise payable under this Agreement)the cost from the Architect. The obligations of the Architect to correct or nonconforming services shall not in any way limit any other obligations of the Architect, and the Owner's right to make corrections and charge the Architect therefor is in addition to any and all other rights and remedies available to the Owner under this Agreement or otherwise by law,and shall in no event be construed or interpreted as obligating the Owner to make any correction of defective or non-conforming services. §3.1.10 Any subcontracting of the services shall not relieve the Architect from its responsibility for the performance of the services in accordance with the terms of this Agreement nor from its responsibility for the performance of any of its other obligations under this Agreement. §3.1.11 The Architect shall be and operate as an independent contractor in the performance of the services and shall have control over and responsibility for all personnelperforming the services. Nothing contained in this Agreement shall be deemed to create any association,partnership,joint venture,or relationship of principal and agent or master and servant between or among the parties to this Agreement or their affiliates or subsidiaries. The Architect shall perform the services in accordance with its own methods in an orderly and professional manner. In no event shall the Architect be authorized on behalf of the Owner: to create any duties or obligations,to enter into any agreements or undertakings,to waive any provisions of the Contract Documents;to receive or accept contractual notice,to execute any Certificate for Payment,Change Order,or other document;to authorize any payments or accept or approve any documents,Work,services,goods,or materials which result in a change in the Contract Sum or Contract Time without prior written approval of the Owner,or to act as or be an agent or employee of the Owner. §3.1.12 The Architect shall comply with all applicable provisions of Chapter 49.60 RCW,the Law Against Discrimination. §3.1.13 The Architect shall submit design documents to the Owner as described in this Agreement as well as at intervals appropriate to the design process for purposes of evaluation and approval by the Owner. Upon request of the Owner,the Architect shall make presentations as described in this Agreement to explain the design of the Project to representatives of the Owner. The Architect shall be entitled to rely on written approvals received from the Owner in the further development of the design. §3.2 Schematic Design Phase Services §3.2.1 The Architect shall review the program and other information furnished by the Owner;Owner and otherwise known to the Architect,and shall review laws,codes,and regulations applicable to the Architect's services. §3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program,schedule,budget for the Cost of the Work,Project site,the proposed procurement and delivery method,and other Initial Information,each in terms of the other,to ascertain the requirements of the Project.The Architect shall notify the Owner of(1)any inconsistencies discovered in the information,and(2)other information or consulting services that may be reasonably needed for the Project. §3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project.The Architect shall reach an understanding with the Owner regarding the requirements of the Project. §3.2.4 Based on the Project requirements agreed upon with the Owner,the Architect shall prepare and present,for the Owner's approval,a preliminary design illustrating the scale and relationship of the Project components. §3.2.5 Based on the ,programming and conceptual design developed in collaborative meetings between the Owner and its staff,the Owner's stakeholders,and the Architect,the Architect shall prepare Schematic Design Documents for the Owner's approval.The Schematic Design Documents shall consist of drawings and other documents including a site plan,if appropriate,and preliminary building plans,sections and elevations;and may include some combination of study models,perspective sketches,or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings er-and/or described in writing. Init. AIA Document 8103"'—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may 9 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1849324922) §3.2.5.1 The Architect shall consider sustainable design alternatives,such as material choices and building orientation, together with other considerations based on program and aesthetics,in developing a design that is consistent with the Owner's program,schedule and budget for the Cost of the Work.The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1.1. §3.2.5.2 The Architect shall consider the value of alternative materials,building systems and equipment,together with other considerations based on program and aesthetics,in developing a design for the Project that is consistent with the Owner's program,schedule,and budget for the Cost of the Work. §3.2.6 The Architect shall submit the Schematic Design Documents to the Owner and the Cost Consultant.The Architect shall meet with the Cost Consultant to review the Schematic Design Documents. §3.2.7 Upon receipt of the Cost Consultant's estimate at the conclusion of the Schematic Design Phase,the Architect shall take action as required under Section 6.4,and request the Owner's approval of the Schematic Design Documents. If revisions to the Schematic Design Documents are required to comply with the Owner's budget for the Cost of the Work at the conclusion of the Schematic Design Phase,the Architect shall incorporate the required revisions in the Design Development Phase. §3.3 Design Development Phase Services §3.3.1 Based on the Owner's written approval of the Schematic Design Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Design Development Documents for the Owner's approval.The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans,sections,elevations,typical construction details,and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural,structural,mechanical and electrical systems,and other appropriate elements.The Design Development Documents shall also include outline specifications that identify major materials and systems and establish,in general,their quality levels.The Design Development Documents shall include: .1 Draft specification and design development plans,building cross sections,and elevations; .2 A description of changes from the approved Schematic Design; .3 Aproposed schedule for the Project through Final Completion;.4 Confirmation of the net and gross areas of the improved portions of the building:and .5 An update to the code analysis that includes fire,life,safety,and handicap accessibility issues presented in scaled drawings and written format. In addition,the Design Development Documents will include the site plan and an update to any required analysis of surface water,parking,set-backs,street improvements and access,and other zoning and land-use issues. During this Phase,the Architect will meet with the Owner's maintenance staff,end users,applicable building and planning officials,utility providers,the Fire Marshall,health officials,and consultants,as required. §3.3.2 Prior to the conclusion of the Design Development Phase,the Architect shall submit the Design Development Documents to the Owner and the Cost Consultant.The Architect shall meet with the Cost Consultant to review the Design Development Documents.The Owner's Cost Consultant shall advise the Owner of any adjustments to the prior estimate. This revised cost estimate shall be projected to the expected time of bid and shall be itemized by detailed categories within each specification section to provide reasonable assurance that the Project cost will not exceed the budget set for the Project as prepared by the Cost Consultant. §3.3.3 Upon receipt of the Cost Consultant's estimate at the conclusion of the Design Development Phase,the Architect shall take action as required under Sections 6.5 and 6.6 and as requested by the Owner and shall request the Owner's approval of the Design Development Documents.Before the Architect proceeds with the Construction Documents Phase,the Architect shall present its design to the Owner's Representative and then to the Owner's stakeholders and the Owner must approve in writing completion of the Design Development Phase. The Owner's participation shall be deemed only an approval of the proposed concepts and not the specific elements of the design. Init. AIR Document 13103T"—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may 40 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET an 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) §3.4 Construction Documents Phase Services §3.4.1 Based on the Owner's approval of the Design Development Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Construction Documents for the Owner's approval.The Construction Documents shall set forth in detail the coordinated requirements for construction of the Project,shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work.The Owner and Architect acknowledge that,in order to perform the Work,the Contractor will provide additional information,including Shop Drawings,Product Data,Samples and other similar submittals,which the Architect shall review in accordance with Section 3.6.4. §3.4.2 During this Phase,the Architect will respond to comments from building and planning officials and meet with the Owner and its consultants. The Architect shall also assist the Owner to submit to building,planning,health,water and sewer districts,electricity and natural gas providers,and similar agencies and utility providers having jurisdiction. The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents.The Architect shall be responsible as part of its Basic Services(with the assistance of the Owner)for coordinating and filing documents required for the approval of governmental authorities having jurisdiction over the Project. The Architect shall be responsible for making the changes in the Construction Documents required by the governmental authorities at its expense,except where such required changes are inconsistent with previous direction from the same governmental agency. §3.4.3 During the development of the Construction Documents,the Architect shall assist the Owner in the development and preparation of(1)procurement information that describes the time,place,and conditions of bidding, including bidding or proposal forms;(2)the form of agreement between the Owner and Contractor;and(3)the Conditions of the Contract for Construction(General,Supplementary and other Conditions).The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications,and may include bidding requirements and sample forms. §3.4.4 Prior to the conclusion of the Construction Documents Phase,the Architect shall submit the Construction • Documents to the Owner and the Cost Consultant.The Architect and the Owner shall meet with the Cost Consultant to review the Construction Documents. §3.4.5 Upon receipt of the Cost Consultant's estimate at the conclusion of the Construction Documents Phase,the Architect-Architect,in consultation with the Owner,shall take action as required under Section-Section 6.5 and 6.7, and request the Owner's approval of the Construction Documents. §3.5 Procurement Phase Services §3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors.Following the Owner's approval of the Construction Documents,the Architect shall assist the Owner in(1)obtaining competitive bids;(2)confirming responsiveness of bids or proposals;(3)determining the successful bid or proposal,if any;and,(4)awarding and preparing contracts for construction.The Architect shall participate in or.at the Owner's direction,organize and conduct,a pre-bid conference for prospective bidders. The Architect shall also assist the Owner in bid validation and determination of the successful bid,if any. If requested by the Owner,the Architect shall notify all prospective bidders of the bid results. §3.5.2 Competitive Bidding §3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. §3.5.2.2 The Architect shall assist the Owner in bidding the Project by: .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre-bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda;and, • .4 organizing and conducting the opening of the bids,and subsequently documenting and distributing the bidding results,as directed by the Owner. snit. AIA Document 13103T"—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA€ Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may 11 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) §3.5.2.3 If the Bidding Documents permit substitutions,upon the Owner's written authorization,the Architect shall,as an Additional Service,consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective bidders. • • • §3.6 Construction Phase Services §3.6.1 General §3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below-in this Agreement and in MA Document A201Tm-2017,General Conditions of the Contract for Construction.If the Owner and Contractor modify AIA Document A201-2017,those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement.The Architect may review and provide comments on the proposed modifications to the A201-2017 form,but the Architect will not be entitled to receive Additional Services compensation resulting from such review and comments except as provided in Article 4 of this Agreement. §3.6.1.2 The Architect shall be a representative,but not an agent,of the Owner and shall advise and consult with the Owner during the Construction Phase Services.The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement.Notice by third parties to the Architect shall not be deemed notice to the Owner.The Architect shall not have control over,charge of,or responsibility for the construction means,methods, techniques,sequences or procedures,or for safety precautions and programs in connection with the Work,nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect shall be responsible for the Architect's negligent acts or omissions,but shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. §3.6.1.3 Subject to Section 4.2 and except as provided in Section 3.6.6.5,the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates en-the-date upon the Owner's Final Acceptance of the Project.The Basic Services shall continue,however,for services associated with the one-year correction period set forth in the Contract for Construction. §3.6.2 Evaluations of the Work §3.6.2.1 The Architect shall visit and be at the site at intervals appropriate to the stage of construction,or as otherwise required in Section 1.2.3,this Agreement,to become generally familiar with and keep the Owner informed about the progress and quality of the portion of the Work completed,and to determine,in general,and for the Owner's benefit andprotection,if the Work observed is being performed in a manner indicating that the Work,when fully completed, will be in accordance with the Contract Documents.The Architect shall review and monitor the Work and the Contractor's as-built drawings and shall report to the Owner known deviations from the Contract Documents. However,the Architect shall not be required to make exhaustive or continuous on-site observations or any inspections to check the quality or quantity of the Work.On the basis of the site visits,the Architect shall document and keep the Init. AIA Document B103Te—2017.Copyright©2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AlA5 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may 12 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725798241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) Owner reasonably informed about the progress and quality of the portion of the Work completed,shall endeavor to guard the Owner against defects and deficiencies in the Work,and shall promptly report to the Owner(1)known deviations from the Contract Documents,(2)known deviations from the most recent construction schedule submitted by the Contractor,and(3)defects and deficiencies observed in the Work. §3.6.2.2 The Architect shall consult with the Owner concerning the advisability of rejecting Work that does not conform to the Contract Desurnents,Documents and shall communicate the Owner's decision regarding rejected Work to the Contractor.Whenever the Architect considers it necessary or advisable,the Architect will recommend to the Owner inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not the Work is fabricated,installed or completed.The Architect's monitoring of such additional testing or inspections is a part of Basic Services.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 Contractor,Subcontractors,suppliers,their agents or employees,or other persons or entities performing portions of the Work. §3.6.2.3 The Architect shall initially interpret and decide matters concerning performance under,and requirements of, the Drawings and Specifications and shall assist the Owner in the interpretation of all other Contract Documents and the Contractor'sperformance thereunder on written request of .the Owner.The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. §3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of,and reasonably inferable from,the Contract Documents and shall be in writing or in the form of drawings.When making such interpretations and decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor,and shall not show partiality to either,and shall not be liable for results of interpretations rendered without negligence and in good faith.. §3.6.2.5 The Architect shall render recommendations on Claims between the Owner and Contractor my when requested by the Owner. §3.6.3 Certificates for Payment to Contractor §3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall promptly issue certificates in such amounts.The Architect's certification for payment shall constitute a representation to the Owner,based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment,that,to the best of the Architect's knowledge,information and belief,the Work has progressed to the point indicated,the quality of the Work is in accordance with the Contract Documents,and that the Contractor is entitled to payment in the amount certified.The foregoing representations are subject to(1)an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)results of subsequent tests and inspections,(3)correction of minor deviations from the Contract Documents prior to completion,and(4) specific qualifications expressed by the Architect. §3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has(1)made exhaustive or continuous on-site observations or arty 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 suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §3.6.3.3 The Architect shall maintain a written record of the Applications and Certificates for Payment.for Payment for the Owner's benefit. Init. AIA Document B103TM—2017.Copyright CD 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may 13 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00.27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) §3.6.4 Submittals §3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval of the schedule.The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time,in the Architect's professional judgment,to permit adequate review. §3.6.4.2 The Architect shalldiligently review,and take appropriate action upon,the Contractor's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect shall prepare and continually update a log of all required submittals and shall provide the log when requested by the Owner. The Architect shall not change the Contract Sum,or Contract Time through review comments on a submittal,but only through a Change Order or Construction Change Directive signed by the Owner,and the Architect shall not change the Contract Documents through review comments without prior written approval of the Owner.The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner,Contractor,or separate contractors,while allowing sufficient time in the Architect's professional judgment to permit adequate review.Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions,quantities,and installation or performance of equipment or systems,which are the Contractor's responsibility. The Architect's review shall not constitute review or approval of safety precautions or construction means,methods,techniques,sequences or procedures.The Architect's approval review of a specific item shall not indicate review or approval of an assembly of which the item is a component.The Architect shall not approve substitution requests unless written permission from the Owner is obtained. §3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems,materials,or equipment,the Architect shall specify the appropriate performance and design criteria that such services must satisfy.The Architect shall review and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional,provided the submittals bear such professional's seal and signature when submitted to the Architect.The Architect's review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect shall be entitled to rely upon,and shall not be responsible for,the adequacy and accuracy of the services,certifications,and approvals performed or provided by such design professionals. §3.6.4.4 Subject As part of Basic Services,but subject to Section 4.2,the Architect shall review and respond to requests for information about the Contract , Documents with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor,or separate contractors,while allowing sufficient time in the Architect'sprofessional judgment to permit adequate review.The Contract Documents shall set forth the requirements for requests for information.Requests for information shall include,at a minimum,a detailed-written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested.The Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with reasonable promptness.The Architect shall not change the Contract Sum or Contract Time through an RFI response,but only through a Change Order or Construction Change Directive signed by the Owner;and the Architect shall not change the Contract Documents through an RFI response without prior written approval of the Owner.If appropriate,the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information.The Architect shall maintain written records and logs relative to requests for information for the Owner's benefit. The Architect shall submit monthly logs to the Owner tracking all requests for information and the Architect's responses. §3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. §3.6.5 Changes in the Work §3.6.5.1 The-With prior consent of the Owner,the Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. If necessary,the Init. AIA Document B103TM—2017.Copyright 0 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may 14 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) Architect shall prepare,reproduce,and distribute Drawings and Specifications and other necessary supporting documentation and data to describe Work to be added,deleted,or modified. §3.6.5.2 The Architect shall maintain written records and logs relative to changes in the Work for the Owner's benefit. These shall include,at a minimum,records relating to approved changes requested by the Contractor.The Architect shall submit monthly logs to the Owner categorizing all Proposal Requests, Construction Change Directives,Change Orders,and Submittals processed.Logs shall include the status of documents and any cross-references and dollar amounts associated with the particular document. §3.6.5.3 The Architect shall review and promptly respond to requests for changes in the Work,including adjustments to the Contract Sum or Contract Time. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents,the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum,the Architect shall make a recommendation to the Owner,who may authorize further investigation of such change. Upon such authorization,and based upon information furnished by the Contractor,if any,the Architect shall review the Contractor's estimate and recommend to the Owner the additional cost and time that might result from such change,including any additional costs attributable to Additional Services of the Architect. With the Owner's approval,the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. §3.6.6 Project Completion §3.6.6.1 The Architect shall: .1 conduct' reviews regarding the date or dates of Substantial Completion and the date of final completion;of Final Completion and initially advise only the Owner of those recommended dates; .2 issue Certificates of Substantial Completion;Completion with the Owner's consent; .3 forward to the Owner,for the Owner's review and records,written warranties and related close-out documents required by the Contract Documents and received from the Contractor;and, .4 issue a final Certificate for Payment based upon a final inspection indicating that,to the best of the Architect's knowledge,information,and belief,the Work complies with the requirements of the Contract Documents. §3.6.6.2 The Architect's inspections-reviews shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. §3.6.6.3 When Substantial Completion has been achieved,the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor,including the amount to be retained from the Contract Sum,if any,for final completion or correction of the Work.The Architect shall,in conjunction with the Contractor and with the approval of the Owner,issue a Certificate of Substantial Completion. At Substantial Completion,the Architect,in conjunction with the Owner,shall prepare a"punch list"of observed items requiring correction,completion or replacement by the Contractor. The Architect shall review the Project upon Final Completion to determine compliance with the Contract Documents and shall issue a final Certificate for Payment recommending that the Work, to the best of the Architect's knowledge,information and belief,is completed in compliance with the requirements of the Contract Documents. §3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor:(1)consent of surety or sureties,if any,to reduction in or partial release of retainage or the making of final payment;(2)affidavits, receipts,releases and waivers of liens,or bonds indemnifying the Owner against liens;and(3)any other documentation required of the Contractor under the Contract Documents. §3.6.6.5 , Prior to the expiration of one-one(1)year from the date of Substantial Completion,the Architect shall,without additional compensation,conduct a meeting with the Owner to review the facility operations and performanse.performance,to review correction-period items,and to make appropriate recommendations to the Owner. At the beginning of the fmal month of the one-(1-)year correction period,the Init. AIA Document B103TM—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may 15 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) Architect shall inspect the Project and report in writing any discrepancies observed and,if requested by the Owner, shall cooperate with the Owner to actively pursue and resolve issues regarding discrepancies or defects in the Work. Q 3.6.6.6 The Architect shall observe the progress of the Work and other requirements in the Contract Documents for achieving Final Completion and shall advise the Owner of that recommended date. The Architect's review shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. The Architect shall review the Project upon Final Completion to determine general compliance with the Contract Documents and provide a certificate of completion recommending that the Work is completed in compliance with the Contract Documents to the best of the Architect's knowledge,information and belief. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES §4.1 Supplemental Services §4.1.1 The services listed below are not included in Basic Serviees-Services,unless listed as the Architect's responsibility,but may be required for the Project. . . Project. (Services listed below and designated as the Architect's responsibility are Basic or Supplemental Services).If the"Responsibility"column lists"Owner,""N/A,"or"not provided"and the Architect is required by the Owner to perform the service,then it is an Additional Service subject to this Agreement and the Owner shall compensate the Architect as provided in Section 11.2. Supplemental Services Responsibility (Architect, Owner, or not provided) §4.1.1.1 Programming Architect §4.1.1.2 Multiple preliminary designs Not Provided §4.1.1.3 Measured drawings Not Provided §4.1.1.4 Existing facilities surveys Owner §4.1.1.5 Site evaluation and planning Architect §4.1.1.6 Building Information Model management Not Provided responsibilities §4.1.1.7 Development of Building Information Models for Not Provided post construction use §4.1.1.8 Civil engineering Architect §4.1.1.9 Landscape design Architect §4.1.1.10 Architectural interior design Architect §4.1.1.11 Value analysis Not Provided §4.1.1.12 Cost estimating Owner §4.1.1.13 On-site project representation Not Provided §4.1.1.14 Conformed documents for construction Not Provided §4.1.1.15 As-designed record drawings Not Provided §4.1.1.16 As-constructed record drawings Not Provided §4.1.1.17 Post-occupancy evaluation Not Provided §4.1.1.18 Facility support services Not Provided §4.1.1.19 Tenant-related services Not Provided Init. AIA Document B103*"—2017.Copyright®2007 and 2017 by The American Institute of Architects.AU rights reserved.WARNING:This AIAm Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM'Document,or any portion of it,may 16 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) Supplemental Services Responsibility (Architect, Owner, or not provided) §4.1.1.20 Architect's coordination of the Owner's Owner consultants §4.1.1.21 Telecommunications/data design Owner §4.1.1.22 Security evaluation and planning Owner §4,1.1.23 Commissioning Owner §4.1.1.24 Sustainable Project Services pursuant to Section Not Provided 4.1.3 §4.1.1.25 Historic preservation Not Provided §4.1.1.26 Furniture,furnishings,and equipment design Owner §4.1.1.27 Other services provided by specialty Consultants Not Provided §4.1.1.28 Other Supplemental Services Not Provided §4.1.2 Description of Supplemental Services §4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided below. (Describe in detail the Architect's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit. The ALl publishes a number of Standard Form of Architect's Services documents that can be included as an exhibit to describe the Architect's Supplemental Services.) See Exhibit A provided-below. the-exhibit:) §4.2 Architect's Additional Services The Architect may provide Additional Services after execution of this Agreement without invalidating the Agreement, Agreement,if mutually agreed in writing by the Owner and Architect. The Architect shall not move forward in rendering such Additional Services without the written permission of the Owner.In the absence of mutual agreement in writing,the Architect shall promptly notify the Owner prior to providing any services requiring an adjustment in the Architect's compensation and shall specify the proposed adjustment.Failure to provide such timely written notice shall be a waiver of any compensation for Additional Services. If requested by the Owner in writing,the Architect shall proceed with Additional Services even if the parties have not vet agreed to the change in compensation. If the Owner deems that all or a part of such Additional Services is not required,the Owner shall give prompt written notice to the Architect, and the Architect shall have no obligation to provide,and the Owner shall have no obligation to compensate the Architect for,those services.Except for services required due to the fault-fault,negligence,or responsibility of the Architect,any Additional Services provided in accordance with this Agreement and Section 4.2 shall entitle the Architect to a reasonable adjustment in compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. §4.2.1 Upon recognizing the need to perform the following Additional Serviees;Services not caused by the fault or negligence of the Architect,the Architect shall notify the Owner in writing_with reasonable promptness and explain Init. AIA Document B103Th—2017.Copyright 0 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA"Document,or any portion of it,may 17 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following Additional Services until the Architect receives the Owner's written authorization: .1 Services necessitated by a substantial change in the Initial Information,previous instructions or approvals given by the Owner,or a material change in the Project including size,quality,complexity, the Owner's schedule or budget for Cost of the Work,or procurement or delivery methodr er-bid . ;method: .2 Services necessitated by the enactment or revision of codes,laws,or regulations,including changing or editing previously prepared Instruments of Service; .3 Changing or editing previously prepared Instruments of Service necessitated by unexpected official interpretations of applicable codes,laws or regulations that are either(a)contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit,or(b)contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 4—Preparation of of design and documentation for alternate bid or proposal requests proposed by the Owner; ; �---.6 Preparation for,and attendance at,a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; rpropesals1 40---.7 Consultation concerning replacement of Work resulting from fire or other cause during construction;or, 41—.8 Assistance to the Initial Decision Maker,if any,if other than the Architect. §4.2.2 To avoid delay in the Construction Phase,the Architect shall provide the following Additional Services,notify the Owner in writing with reasonable promptness,and explain the facts and circumstances giving rise to the need. These Additional Services will be performed at no cost to the Owner to the extent caused by the fault,responsibility,or negligence of the Architect.If,upon receipt of the Architect's notice,the Owner determines that all or parts of the services are not required,the Owner shall give prompt written notice to the Architect of the Owner's determination. ntetioe determination and the Owner shall have no further obligation to compensate the Architect for those services: .1 Architect; :4—Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents,field conditions,other Owner-provided information, • Preparing Change Orders and Construction Change Directives that require detailed and extraordinary evaluation of Contractor's proposals and supporting data,or the preparation or revision of Instruments of Service;or • ---.3 Evaluating substitutions proposed by the Owner or Contractor at4-and,with the Owner's written agreement,making subsequent revisions to Instruments of Service resulting therefrom. §4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Serviees-Services unless necessitated by the fault or negligence of the Architect.When the limits below are reached, the Architect shall notify the OwneciOwner in writing: .1 Two(2)reviews of each Shop Drawing,Product Data item,sample and similar submittals of the Contractor .2 ( )visits One Weekly visit to the site by the Architect during censtetiennthe course of the Project. .3 (----)-inspections-Two(2)reviews for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 ( )inspections•Two(2)reviews for any portion of the Work to determine final completion. Init. AIA Document B103TM—2017.Copyright 0 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may 18 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) .5 Regular visits to the site by the Architect's mechanical,electrical,structural,and civil engineers over the duration of the Project during construction §4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in Section 4.2.3,Construction Phase Services provided more than 60-ninety(90)days after(-1-)-the date of Substantial Completion of the ,Work,shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Serviees.Services,and to the extent those services are not within the scone of the Architect's correction-period responsibilities. §4.2.5 If the services covered by this Agreement have not been completed within Thirty-six(36)months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. Services to the extent the extended duration of the Project results in demonstrated reasonable expenses. ARTICLE 5 OWNER'S RESPONSIBILITIES §5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project,iteluding-which,upon mutual agreement,may include a written program which shall set forth the Owner's objectives;schedule;constraints and criteria,including space requirements and relationships;flexibility;expandability;special equipment;systems;and site requirements. §5.2 .FDeletedl. §5.3 The Owner shall establish the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Section 6.1;(2)the Owner's other costs;and,(3)reasonable contingencies related to all of these costs. The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion.The Owner shall furnish the services of a Cost Consultant that shall be responsible for preparing all estimates of the Cost of the Work.If the Owner significantly or materially increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Architect.The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. §5.3.1 The Owner acknowledges that accelerated,phased or fast-track scheduling provides a benefit,but also carries with it associated risks.Such risks include the Owner incurring costs for the Architect to coordinate and redesign portions of the Project affected by procuring or installing elements of the Project prior to the completion of all relevant Construction Documents,and costs for the Contractor to remove and replace previously installed Work.If the Owner selects accelerated,phased or fast-track scheduling,the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. §5.4 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project.The When provided to the Owner in a timely manner,the Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services.The Architect shall provide submittals to the Owner in a timely manner. §5.5 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;designated wetlands; adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site;locations,dimensions,and other necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private, above and below grade,including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. §5.6 The Owner shall furnish services of geotechnical engineers,which may include test borings,test pits, determinations of soil bearing values,percolation tests,evaluations of hazardous materials,seismic evaluation,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. (nit. AIA Document B103,"-2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may 19 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) §5.7 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1. §5.8 f Deleted]. §5.9 The Owner shall coordinate the services of' the Owner's consultants with those services provided by the Architect with the Architect's involvement and assistance. The Architect and its consultants shall also coordinate with any consultants separately engaged by the Owner provided that the Owner's consultants fully cooperate in these efforts.Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants.The Owner shall furnish the services of consultants other than those designated as the responsibility of the Architect in this Agreement, or authorize the Architect to furnish them as an Additional Service,when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Preject-Project and the Owner agrees.The Owner shall require that its consultants and contractors maintain insurance,including professional liability insurance,as appropriate to the services or work provided. §5.10 The-Owner-shall-Unless otherwise provided for under this Agreement,the Owner shall,during construction, furnish tests,inspections and reports required by law or the Contract , .Documents and tests for hazardous materials.The Architect's review of such tests,inspections and reports shall be included as a part of the Architect's compensation for Basic Services. §5.11 The Owner shall furnish all legal,insurance and accounting services,including auditing services,that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests.The Owner is not required to furnish these services for the Architect's benefit. §5.12 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project,including errors,omissions or inconsistencies in the Architect's Instruments of Service.The Owner's failure to so notify shall not relieve the Architect of its responsibilities under this Agreement,and the Owner shall have no duty of observation,inspection or investigation. §5.13 The Architect shall endeavor to contemporaneously provide the Owner with copies of all written communications between the Architect and the Contractor concerning the cost,time,sequence,scope,or requirements of the Project.The Owner shall endeavor to include the Architect in all communications with the Contractor that relate to or affect the Architect's services or professional responsibilities.The Owner shall endeavor to promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project.Communications by and with the Architect's consultants shall be through the Architect. §5.14 Before the Owner executes the Contract for Construction,the Architect may review the proposed form of Contract and provide comments to the Owner,for the purposes of coordinating the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement.The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor,including the General Conditions of the Contract for Construction. §5.15 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. §5.16 Within 44.thirty(30)days after receipt of a written request from the Architect,the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate,give notice of,or enforce lien rights. ARTICLE 6 COST OF THE WORK §6.1 For purposes of this Agreement,the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project as designed or specified by the Architect and shall include-include,among other things,the contractors' general conditions costs,overhead and profit.The Cost of the Work , materialsTand-equipmentrshall include the init. AIA Document B103r"—2017.Copyright C 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA,Document,or any portion of it,may 20 result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) cost projected to the time of bid opening of labor and materials to be provided by the Contractor under the Contract for Construction.In addition,a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work related to design.The Cost of the Work does not include equipment furnished by the Owner through separate contracts,if any.The Cost of the Work also does not include the compensation of the Arehiteettthe Architect or the Architect's consultants;the costs of the land,rights-of-way, , far-sales tax,financing,Owner contingencies for elective changes in the Work;or other costs that are the responsibility of the Owner. §6.2 The Owner's budget for the Cost of the Work is provided in , . .the Initial Information,and may be adjusted throughout the Project. When the Project requirements have been sufficiently identified,and as described in Article 3 of this Agreement,the Cost Consultant shall prepare a preliminary estimate of the Cost of the Work.As the designprocessprogresses through the end of the preparation of the Construction Documents,the Cost Consultant,shall update and refine the preliminary estimate of the Cost of the Work and analyze changes in estimated costs to monitor changes in quantity, quality,prices and assumptions.If at any time the Cost Consultant's estimate of the Cost of the Work exceeds the budget,the Architect shall cooperate with the Owner to make appropriate recommendations to adjust the Project's size,quality or budget.Evaluations of the Owner's budget for the Cost of the Work represent the Architect's judgment as a design professional. §6.3 The-In preparing estimates of the Cost of the Work,Owner shall require the Cost Consultant to include appropriate contingencies for design,bidding or negotiating,price escalation,and market conditions in estimates of the Cost of the Work.The Architect shall be entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Cost Consultant prepares as the Architect progresses with its Basic Services.The Architect shall prepare,as an Additional Service,revisions to the Drawings,Specifications or other documents required due to the Cost Consultant's inaccuracies or incompleteness in preparing cost estimates,or due to market conditions the Architect could not reasonably anticipate.The Architect may review the Cost Consultant's estimates selely-for the Architect's guidance in completion of its services and shall report to the Owner any material inaccuracies and inconsistencies noted during any such review. §6.4 If,prior to the conclusion of the Design Development Phase,the Cost Consultant's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,the Architect,in consultation with the Cost Co sultan Consultant and the Owner,shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget for the Cost of the Work,and the Owner shall cooperate with the Architect in making-considering such adjustments. §6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase or during the Construction Documents Phase exceeds the Owner's budget for the Cost of the Work,the Owner shall .1 increase in-the budget for the Cost of the Work; .2 terminate in accordance with Section 9.5; .3 in consultation with the Architect,revise the Project program,scope, and/or quality to the extent consistent with the requirements of the program and the Project as required to reduce the Cost of the Work;or, .4 implement any other mutually acceptable altentatiwkaltemative,including protective alternate bids proposed by the Architect for the Owner's consideration as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. §6.6 If the Owner chooses to proceed under Section 6.5.3,the ,Architect shall incorporate the revisions in the Construction Documents Phase as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Design Development Phase Services,or the budget as adjusted under Section 6.5.1.Such revisions shall be without additional compensation if the revisions are necessitated by the Architect's improper performance of services,but,if the revisions are required through no fault of the Architect,they will be treated as an Additional Service.The Architect's revisions in the Construction Documents Phase shall be the limit-of-the-Architect's responsibility under this Article 6. §6.6.1 If the lowest bona fide bid exceeds the budget for the Cost of the Work by more than five percent(5%),the Owner,at its sole option,shall: Init. AIA Document B103TM—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAa Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Alike Document,or any portion of it,may 21 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/1 9120 1 9,and is not for resale. User Notes: (1949324922) .1 accept the bid, .2 authorize rebidding of the Project within a reasonable time; .3 terminate in accordance with this Agreement or .4 cooperate in revising the Project scope and/or quality to the extent consistent with the requirements of the program and the Project to reduce the Cost of the Work. §6.6.2 If the Owner chooses to proceed under Section 6.6.1.4,the Architect shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work.Such modifications shall be without additional compensation if necessitated by the Architect's improper performance of services,but,if the modifications are required through no fault of the Architect,they will be treated as an Additional Service.The modification of such documents shall be the limit of the Architect's responsibility under Section 6.6.1.4. §6.7 After incorporation of modifications under Section 6.6,the Architect shall,as an Additional Service,make any additional required revisions to the Drawings,Specifications or other documents necessitated by subsequent cost estimates that exceed the Owner's budget for the Cost of the Work,except when the excess is due to changes initiated by the Architect in scope,basic systems,or the kinds and quality of materials,finishes or equipment. ARTICLE 7 COPYRIGHTS AND LICENSES §7.1 Drawings.Specifications,materials,models,renderings,and other documents,including those in electronic form,prepared by the Architect and the Architect's consultants are Instruments of Service.The Architect and the Owner warrant that in transmitting Instruments of Service,or any other information,the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project.Any information on computer media provided to the Owner and the Contractor is for informational purposes only.Upon request by the Owner,the Architect shall provide electronic copies,including CADD,Word,and similar files to the Owner for the Owner's use at no additional cost.If,for any reason,a conflict occurs between information on the computer media and the stamped,signed documents,the information on the signed,stamped documents shall govern and be considered correct. §7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and shall retain all common law,statutory and other reserved rights,including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. §7.3 The-Regardless of any termination except as specifically set forth below,the Architect grants to the Owner a nonexclusive license to use and reproduce,in any medium and without additional cost,the Architect's Instruments of Service solely and exclusively for purposes of constructing,completing,using,expanding,modernizing,maintaining, altering and adding to the Project,provided that the Owner substantially performs its obligations under this Agreement,including prompt payment of all sums due pursuant to Article 9 and Article 11.The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement.The license granted under this section permits the Owner to authorize the Contractor,Subcontractors,Sub-subcontractors,and suppliers, as well as the Owner's consultants and separate contractors,to reproduce at no additional cost applicable portions of the Instruments of Service, . ,solely and exclusively for use in performing services or onstructing,completing,using,expanding,modernizing,and maintaining the Project or subsequent projects of the Owner on this site.The Owner may further authorize credentialed design professionals to reproduce and,where permitted by law,to make changes,corrections,or additions to the Instruments of Service for the above purposes.If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4,the license granted in this Section 7.3 shall terminate. §7.3.1 In the event the Owner uses the Instruments of Service for other projects or for anypurpose following a termination of this Agreement other than for cause under Section 9.4 without retaining the authors of the Instruments of Service,the Owner releases the Architect and Architect's consultant(s)from all claims and causes of action arising from such uses.The Owner,to the extent permitted by law,further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses,including the cost of defense,related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Init. AIA Document 9103T"—2017.Copyright C 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlA5 Document,or any portion of it,may 22 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) Instruments of Service under this Section 7.3.1.The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. §7.4 Except for the licenses granted in this Article 7,no other license or right shall be deemed granted or implied under this Agreement.The Owner shall not assign,delegate,sublicense,pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect.Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. §7.5 Except as otherwise stated in Section 7.3,the provisions of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES §8.1 General §8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement,whether in contract,tort,or otherwise,in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable lawty law.The Owner and Architect waive all claims and causes of action not commenced in accordance with the time requirements of this Section 8.1.1. §8.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against each other and against the contractors,consultants,agents,and employees of the other for damages,except such rights as they may have to the proceeds of such insurance as set forth in the revised AIA Document A201-2017,General Conditions of the Contract for Construction.The Owner or the Architect,as appropriate,shall require of the contractors,consultants,agents and employees of any of them,similar waivers in favor of the other parties enumerated herein. §8.1.3 The Architect shall indemnify and hold the ' wner,its successors and assigns,the Renton School District,and the Owner's directors,officers and employees("Indemnified Parties")harmless,from and against damages,losses,harm, liabilities,expenses and judgments arising or resulting from claims by third parties,including reasonable attorneys' fees,costs,and others litigation expenses("damages")to the extent arising out of any willful misfeasance,bad faith or negligence in,or reckless disregard of: (i)the performance of the services by,(ii)the obligations of.or(iii)the acts or omissions of,the Architect or any of its consultants of any tier,their respective successors and assigns,the directors,officers, employees,and agents of each of them,or anyone acting on the Architect's behalf in connection with this Agreement or its performance. The damages covered by this indemnification and hold harmless duty include without limitation reasonable attorneys'fees incurred on such claims. The Architect is not required to defend,indemnify,or hold harmless any of the Indemnified Parties against claims or damages caused by or resulting from the sole negligence of the Indemnified Parties.If such claims or damages are caused by or result from the concurrent negligence of the Indemnified Parties and of the Architect or its agents, consultants or employees,then the Architect's indemnity,and hold harmless obligations hereunder shall be limited to the proportionate extent of the negligence of the Architect and its agents,consultants or employees_ In claims against any person or entity indemnified under this Section 8.1.3 by an employee of the Architect,any of its consultants of any tier,anyone directly or indirectly employed by them or anyone for whose acts they are liable,the obligations under this Section 8.1.3 shall not be limited by the amount or type of damages,compensation or benefits payable by or for the Architect or a consultant under workers' compensation acts,disability benefit acts or other employee benefit acts. After mutual negotiation of the parties,the Architect expressly waives immunity as to the Owner under Title 51 RCW,"Industrial Insurance";however,such waiver of immunity only applies to claims against the Owner and does not extend to direct claims against the Architect by Architect's employees. Init. AIA Document B103"'—2017.Copyright m 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may 23 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and Is not for resale. User Notes: (1949324922) §8.1,4 The Architect and Owner waive consequential damages for claims,disputes,or other matters in question, arising out of or relating to this Ageeement.Agreement as between themselves,but not as such claims may be asserted or pursued by third parties.This mutual waiver is applicable,without limitation,to all consequential damages due to either parry's termination of this Agreement,except as specifically provided in Section 9.7. §8.2 Mediation §8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be-subjeet-to mediation-(a"Dispute")shall be exclusively subject to the following alternative dispute resolution procedure in an effort to reduce the incidence and costs of extended disputes and as a condition precedent to binding dispute resolutietr,resolution by either party.This requirement cannot be waived except by an explicit written waiver signed by the Owner and the Architect.If such matter relates to or is the subject of a lien arising out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.The parties will cooperate in good faith and attempt to resolve any Dispute that arises prior to mediation. §8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation,which,unless the parties mutually agree otherwise,otherwise or cannot themselves agree to the selection of a mediator within thirty(30)days of the request for mediation,shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement.A request for mediation shall be made in writlngrwriting and delivered to the other party to this Agreement -Agreement.If the parties are unable to select a mutually acceptable mediator within thirty(30)days of the request for mediation,the request may be filed with the person or entity administering the , mediation or the American Arbitration Association.Mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation if binding dispute resolution proceedings are initiated before the mediation. A principal of the Architect and the Superintendent or designee of the Owner,both having full authority to settle the Dispute,must attend the mediation session.To the extent there are other parties in interest,such as the Contractor, Subcontractors,suppliers,and/or consultants,their representatives,with full authority to settle all pending Disputes or claims,may also attend the mediation session.Unless the Owner and the Architect mutually agree in writing otherwise,all unresolved claims shall be considered at a single mediation session which shall occur prior to Final Acceptance of the Project by the Owner.Neither party may commence litigation on a Dispute unless the Dispute has been properly raised and considered in the above mediation procedure. §8.2.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the-place King County,Washington,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. §8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of binding dispute resolution shall be the following: (Check the appropriate box.) J 1 r is:6 ,.rt of. t d' r t { ] Other: (Spcc ) X j Litigation in King County Superior Court for the State of Washington located in Kent,King County, Washington If the Owner and Architect do not select a method of binding dispute resolution,or do not subsequently agree in writing to a binding dispute resolution method other than litigation,the dispute will be resolved in a court of competent jurisdiction. Init. AIA Document B103TM-2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA" Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 Document,or any portion of it,may 24 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) §-8.3-Arbitration . , , . . , • . . , , , . . , • , , , , . , , Article 8 shall r1. r t: f thi A r b' §8.2.5 In the event of a claim,dispute,or other matter in question arises between the Owner and Architect,the Architect shall continue to perform the services required by this Agreement without interruption or delay provided that the Owner continues to pay all undisputed amounts owing to the Architect. ARTICLE 9 TERMINATION OR SUSPENSION §9.1 If the Owner fails to make payments for non-disputed amounts to the Architect in accordance with this Agreement,such failure shall be considered substantial nonperformance ,and at the Architect's option,cause for suspension of performance of services under this Agreement.If the Architect properly elects to suspend services,the Architect shall give seven-fourteen(14)days'written notice to the Owner before suspending services in the event the Owner has failed to cure such nonperformance.In the event of such a suspension of services,the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Owner shall pay the Architect all non-disputed sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees-Fee for the remaining services and the time schedules shall be equitably adjusted. Init. AIA Document B103TM—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM,Document,or any portion of it,may 25 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA / software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) §9.2 If the Owner suspends the Project,the Architect shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for expenses incurred in-as a result of the interruption and resumption of the Architect's services only if the Owner suspends the Project for more than thirty(30)consecutive days.The Architect's Fee for the remaining services and the time schedules shall be equitably adjusted. §9.3 If the Owner suspends the Project for more than 90-180 cumulative days for reasons other than the fault of the Architect,the Architect may terminate this Agreement by giving not less than seven days'written notice. §9.4 Either party may terminate this Agreement upon not less than seven (7)days'written notice should the other party fail substantially or materially to perform in accordance with the terms of this Agreement through no fault of the party initiating the-termiriatiefhthe termination,during which seven-day period the party responding to the notice shall have the right to cure the default.In the event of such termination by the Owner,the Owner shall have the right(but not the obligation)to take over performance of the Architect's services for the Project andprosecute the same to completion,by contract or otherwise,and all finished or unfinished Instruments of Service,including without limitation documents,data,studies,surveys,drawings,maps,models,photographs,and reports prepared by or for the benefit of the Architect shall,at the option of the Owner,become the Owner's property. §9.5 The Owner may terminate this Agreement upon not less than seven-seven(7)days'written notice to the Architect for the Owner's convenience and without cause.In that event,the Owner shall be entitled to all finished and unfinished Instruments of Service,and the Owner shall release,indemnify,and hold harmless the Architect from any claims arising from the Owner's subsequent use of such documents and materials. §9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, 9.3,the Owner shall compensate the Architect only for services satisfactorily performed prior to termination,Reimbursable Expenses incurred,and costs attributable to termination,including the costs attributable to the Architect's termination of consultant agreements. §9.7 In addition to any amounts paid under Section 9.6,if the Owner terminates this Agreement for its convenience pursuant to Section 9.5,or-the Owner shall pay to the Architect the following fees+Termination Fees.The Termination Fees set forth below are full compensation for all damages and expenses directly and indirectly attributable to termination for which the Architect is not otherwise compensated under this Agreement,including but not limited to the Architect's anticipated profit on the value of the services not performed by the Architect. (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee.) .1 Termination Fee: .1 Five percent(5%)of the total compensation for the Architect's services earned to date of termination,if termination occurs before or during the Schematic Design Phase,unless termination is due to lack of funding in which case no Termination Expenses are due;or .2 Three percent(3%)of the total compensation for the Architect's services earned to date of termination, if termination occurs during the Design Development Phase,unless termination is due to lack of funding in which case no Termination Expenses are due;or .3 One percent(1%)of the total compensation for the Architect's services earned to date of termination,if termination occurs during any subsequent phase. §9.8 , Substitiltial-Gempletien4Deleted]. §9.9 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article . .7. Init. AIA Document B103"'—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved,WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may 26 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725798241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) ARTICLE 10 MISCELLANEOUS PROVISIONS §10.1 This Agreement shall be governed by the internal law of the ,State of Washington,excluding that jurisdiction's choice of law rules. §10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2017,General Conditions of the Contract for Construction. §10.3 The Owner and Architect,respectively,bind themselves,their agents,successors,assigns,and legal representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement,including any payments due to the Architect by the Owner prior to the assignment. §10.4 If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be submitted to the Architect for review at least 4-4-fourteen(14)days prior to the requested dates of execution.If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender,the Architect shall execute all such consents that are consistent with this Agreement,provided the proposed consent is submitted to the Architect for review at least 4-4-fourteen(14)days prior to execution.The Architect shall not be required to execute certificates or consents that would require knowledge,services,or responsibilities beyond the scope of this Agreement. §10.5 Nothing contained in this Agreement shall create a contractual relationship with,or a cause of action in favor of, a third party against either the Owner or Architect. §10.6 Unless o erwise_egu_e,, in thi agreement,the-The Architect shall have no responsibility for the discovery, presence,handling,removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project site. §10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the completed Project to make such representations.However,the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary.The Owner shall endeavor to provide professional credit for the Architect in the Owner's promotional materials for the Project.This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. §10.8 perm ept a et r r t, n a t: ,n o , T • e ti ,n o h „ L The Architect shall maintain accounts and records,which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement that is billed on an hourly or cost-reimbursement basis and retain such records for as long as may be required by applicable Washington State records retention laws,but in any event no less than six(6)years after the termination of this Agreement.The Architect agrees to provide access to and copies of any records related to this Agreement as required by the Owner to audit expenditures and charges and/or to comply with the Washington State Public Records Act,Chapter 42.56 RCW.The provisions of this Section shall survive the expiration or termination of this Agreement. §10.8.1 • • • To the full extent the Owner determines necessary to Init. AIA Document B103T—2017.Copyright m 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 Document,or any portion of it,may 27 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) comply with the Washington State Public Records Act,The Architect shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work,including,but not limited to,e-mail, correspondence,notes.saved telephone messages,recordings,photos,or drawings and provide them to the City for production.In the event the Architect believes said records need to be protected from disclosure,it may,at the Architect's own expense,seek judicial protection.The Architect shall indemnify,defend,and hold harmless the Owner for all costs,including attorneys'fees,attendant to any claim or litigation related to a Public Records Act request for which the Architect has responsive records and for which the Architect has intentionally withheld records or information contained therein,or not provided them to the Owner in a timely manner.The Architect shall produce for distribution any and all records responsive to a Public Records Act request in a timely manner,unless those records are protected by court order.The provisions of this Section shall survive the expiration or termination of this Agreement. §10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Agreement shall be construed,to the fullest extent permitted by law,to give effect to the parties'intentions and purposes in executing the Agreement. §10.10 The Architect assures the Owner that it endeavors to comply with all state and federal laws,guidelines,and regulations and does not discriminate on the basis of race,creed,color,national origin,sex,sexual orientation,marital status,age,veteran status,or disability. This is in accordance with Title VI of the 1964 Civil Rights Act;Section 504 of the Rehabilitation Act, 1973,as amended;Americans with Disabilities Act,July 26, 1990,P.L. 101-336:and Title IX of the Education Amendments of 1972,as amended. §10.11 The Architect shall obtain a City of Renton Business License prior to performance of any Work related to this Agreement and maintain such business license in good standing throughout the term of this Agreement. ARTICLE 11 COMPENSATION §11.1 For the Architect's Basic Services described under Article3 and otherwise in this Agreement,the OWner shall compensate the Architect as follows: .1 Stipulated Sum (Insert amount) 4--Pereentage-Rasis (Insert percentage value) 116,Fee. Compensation for Basic and Sttpvlemental Services of the Architect shall be the sum of Phase 1 ,And Phase2,as further described in Section 11 S below Phase I amounts have beat paid to the Architect Briar to the execution date'of this Agl, } t, This basic con isatton shell not lie changed aft 'bids are opened,even if the or exceed the Owner's bu dget"The Fee to be paid to the Architect is further described in Exhibit*mall shall afrply only to the emitconsistent with the provisions ofthis Agreement. fihe Architect's Fee includes the cost of consultants retained by.the A chitect under Basic and Supplemental Services. ,3 Other be as specified in Section 11.3 The Architect wad not be eutttjec t i additional co enA sailor for c curred because ofthe fault ornegligentce ofthe qr u �'he# chttectshall include wi hi each itnvo ce documentation as reasonably regttt t d b the to � t adthitio rah coil ensation scion. Irtit. AIA Document B103TM—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AI/0 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may 28 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2016 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) Alternates. The Architect will not be compensated for protective alternates,but will be compensated for other alternate bids prepared for the Owner's benefit if requested by the Owner and approved in advance and in writing. §11.2 For the Architect's Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3,the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.If necessary, list specific services to which particular methods of compensation apply.) Compensation for Supplemental Services designated in Section 4.1 shall be calculated according to Exhibit A. The Architect's entitlement to such additional compensation shall be subject to the provisions of this Agreement. §11.3 For Additional Services that may arise during the course of the Project,including those under Section 4.2,the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) Compensation for Additional Services that may arise during the course of the Project shall be calculated according to Exhibit A.The Architect's entitlement to such additional compensation shall be subject to the provisions of this Agreement. §11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3,shall be the amount invoiced to the Architect plus ° , Services:4 Ten percent(1.&°r). '7 X' ./f‘ §11.5 When compensation for Basic and Supplemental Services is based on a stipulated sum or a percentage basis,the proportion of compensation for each phase of services shall be as follows: Phase 1—Design and Construction(CAG-18-127) Pre-Design Phase $86,263.75 _Schematic Design Phase $92,584.20 Phase 1 Basic and $178,847.95 Supplemental Compensation Phase 2—Concept and Programming Pre-Design Phase $15,924.25 percent—( 1 %) Schematic Design Phase $117,676.80 ( 10 %) Design Development Phase $273,652 percent 22 %) ( Construction Documents $449,539 percent 36 %) Phase Procurement Phase $29,268 percent 2 %) ( Construction Phase $341,381 percent 28 %) ( Closeout $11,656 1 Total--Basic-Phase 2 Basic and one-lamed percent 100 %°) Supplemental Compensation $1,239,097.05 Total Basic and $1,417,945 Supplemental Compensation Init. AIA Document B103TM—2017.Copyright @ 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may 29 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale, User Notes: (1949324922) The Owner acknowledges that with an accelerated Project delivery or multiple bid package process,the Architect may be providing its services in multiple Phases simultaneously. Therefore,the Architect shall be permitted to invoice monthly in proportion to services performed in each Phase of Services,as appropriate. §11.6 ' jDeleted]. §11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not constructed,compensation for those portions of the Project shall be payable to the extent services are performed on those portions.The Architect shall be entitled to compensation in accordance with this Agreement for all services satisfactorily and properly performed whether or not the Construction Phase is commenced. §11.7 The hourly billing rates for services of the Architect and the Architect's consultants are set forth below.The rates shall be adjusted not less frequently than annually in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Employee or Category Rate($0.00) See Exhibit A §11.8 Compensation for Reimbursable Expenses §11.8.1 Reimbursable Expenses are in addition to compensation for Basic,Supplemental,and Additional Services and include reasonable expenses incurred by the Architect and the Architect's consultants directly related to the Project,as follows: .1 Transportation-and-Pre-and authorized out-of-town travel and subsistence; and-Dedicated data and communication services if required at the Project site and within the Owner's approval,teleconferences,Project web sites,and Project extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 ;Printing and reproductions for all design-review documents required for submittal to the Owner for review(but not reproduction for the office use of the Architect or its consultants), sets required by governmental authorities having jurisdiction over the Project,and bidding documents for which the Owner does not pay directly;where possible,the Owner will pay plan-checking and permit fees directly to the applicable agency; .5 Postage,handling,and delivery;delivery of Instruments of Service(the Owner may pay directly for the reproduction of Bidding Documents); .6 Expense of overtime work requiring higher than regular rates,if authorized in advance by the Owner; .7 Renderings,physical models,mock-ups,professional photography,and presentation materials requested by the Owner or required for the Project; eensnitants;Project,excluding computer-generated renderings,models and mockups prepared by the Architect's in-house staff during the course of design; .9 All.8 All sales but not B&O or income taxes levied on professional services and on reimbursable expenses; ,.9 Site office expenses when pre-approved by the Owner;and 11 Other similar Project-related expenditures pre-approved by the Owner. snit. AIA Document B103TM-2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may 30 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/211201 a under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) §11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus fifteen percent( 15%)of the expenses incurred. §11.9 ' 'Deleted]. §11.10 Payments to the Architect §11.10.1 Initial Payments §11.10.1.1 An initial payment of Zero dollars($ shall be made upon execution of this Agreement and is the minimum payment under this Agreement.It shall be credited to the Owner's account in the final invoice. . . • §11.10.2 Progress Payments §11.10.2.1 Unless otherwise agreed,payments for services shall be made monthly in proportion to services peffepmed. ' performed within each phase.Payments are due and payable thirty(30)days from the date of receipt of the Architect's invoice,provided that the Architect's invoice is received by the Owner by the tenth(10th)of the month and provided that the Architect is entitled to payment as provided in this Agreement.Amounts unpaid Sixty(60)days after the invoice date shall bear interest at the rate entered belewr below. (Insert rate of monthly or annual interest agreed upon.) 44--The Bank of America prime rate plus two percent(2%)per annum. §11.10.2.2 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect,or to offset sums requested by or paid to contractors for the cost of changes in the Work, unless the Architect agrees or is liable for the amounts. §11.10.2.3 .Upon request,the Architect shall provide the Owner with access to its records for inspection,audit,and reproduction and with an accounting of any services of the Architect or of any of its consultants of any tier.The accounting of services shall detail the services performed,the amounts paid to a consultant(supported by copies of all paid invoices)and such other information as the Owner may reasonably request.The Owner shall not be obligated to make any payment to any consultant,and the Owner is not obligated to reimburse the Architect for such payments if the amount thereof has been taken into account in determining the basic compensationpayable to the Architect under this Agreement.If the Owner makes any such payment following a default on the part of the Architect and after reasonable notice from the Owner, the Architect shall reimburse the Owner upon demand for the same,together with all related costs and expenses incurred by the Owner. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) Init, AIA Document B103TM—2017.Copyright®2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may 31 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law,This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2018,and is not for resale. User Notes: (1949324922) ARTICLE 13 SCOPE OF THE AGREEMENT §13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both the Owner and Architect. §13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B 103TM-2017,Standard Form Agreement Between Owner and ArshitestArchitect,as revised .2 iftdieated-below: 4—Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) [ ] AIA Document E204T L2017,Sustainable Projects Exhibit,dated as indicated below: (Insert the date of the E204-2017 incorporated into this agreement.) [ LC_] Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement,including any exhibits and scopes of services identified as exhibits in Section 4.1.2) Exhibit A—Architect Proposal for Basic and Supplemental Design Services A--.3 Other documents: (List other documents,if any,forming part of the Agreement.) This Agreement entered into as of the day and year first written above. OWNER: CITY OF RENTON ARCHITECT: BAYLIS ARCHITECTS, INC. 14:14144-6gig Elm . Denis Law, Mayor Init. AIA Document B103Ta—2017.Copyright C 2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may 32 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) ;/ 3/, (Date)/ (Date) Attest / Jaso A. Seth Ci Clerk Approved as to Legal Form Shane Moloney Renton City Attorney `o(t t%t1111iitt�tol•ot • * - SEAL 5 2 '; i �` /i��Pp'�rrrinnuµ���0, 6,�``�� /0rirr�RA'ED Init. AIA Document 8103TM—2017,Copyright©2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may 33 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922) Certification of Document's Authenticity AIA®Document D401 TM — 2003 I, , hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with this certification at 00:27:00 ET on 12/21/2018 under Order No.4725796241 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document B103TT"—2017,Standard Form of Agreement Between Owner and Architect for a Complex Project,as published by the AIA in its software,other than changes shown in the attached final document by underscoring added text and striking over deleted text. (Signed) (Tide) (Dated) AIA Document D401 TM—2003.Copyright©1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may .1 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 00:27:00 ET on 12/21/2018 under Order No.4725796241 which expires on 04/19/2019,and is not for resale. User Notes: (1949324922)