HomeMy WebLinkAboutresolution.council.047-23Exhibit 1
RESOLUTION NO. 47
(Series of 2023)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A SECOND ADD SERVICE BETWEEN THE
CITY OF ASPEN AND LAND AND SIIELTER, INC. AUTIIORIZING THE
CITY MANAGER TO EXECUTE SAID ADD SERVICE ON BEHALF OF THE
CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council an add service to
the Burlingame Early Childhood Education Center design services, between the
City of Aspen and Land and Shelter, Inc., a true and accurate copy of which is
attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that add service
for, $68,613.00 (an additional $65,549.00 for the base fee and $3,064.00 towards
reimburseables) between the City of Aspen and Land and Shelter, Inc. a copy of
which is annexed hereto and incorporated herein and does hereby authorize the
City Manager to execute said agreement on behalf of the City of Aspen. A Time
and Materials component, not to exceed $25,000.00, is also authorized if additional
design work is needed.
INTRODUCED, READ, AND ADOPTED by the City Council of the City
of Aspen on the 28th day of March 2023.
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, March 28, 2023.
Nicole Henning, City Clerk
DocuSign Envelope ID: 51`21C1E0-2AE3-45F8-835C-4C58CDC21833
Change Order Form Revision 12/08/2021
A��}►
�► Change Order Form
CITY OF ASPEN
General Information
Vendor
Land and Shelter Inc.
2
Change Order Number
Date of Issuance
3/21/23
Project Name
Burlingame
Project Number
511612021-239 RESO 2022-037
Project Completion Date
2023
Project Manager
Jen Phelan
COA Account Code
152.421.51161
Project Information
Description Of Service
L&S is contracted for an 8 part contract from schematic design
through closeout for the design of a childcare center (up to
$1,060,873 )• Schematic design/Part 1 has been completed
with an approved change order (Change order 1 for $87,133) for
more square footage than originally scoped. f
1 Council requested that the land use entitlements be gained for i
this project, requiring completion of Part 2/1-and Use Application
and Part 4/ Approval Documents of the contract and part of Part
3/ Design Development.
Description Of Change
Change Order 2 reflects an increase in costs associated with
Order
Parts 2 and 4 of the contract and only partial scope of part 3 of
the existing contract. Increases to the base contract include:
2023 rates, extended timeline, added scope. I believe it will be
pencils down after entitlements are granted and recorded.
Included is a Time and Materials Clause if added design work
becomes necessary not to exceed $25,000.00
Contract Information
Original Contract Amount
$1,060,873.00
Previous Change Order(s)
$87,133.00 RESO 2022-142
Paae 1 of 2
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
Change Order Form Revision 12/08/2021
Change Order Amount $ 68,613.00 (Exhibit A)
(If Over 50k Change Order Additional contingency requested by COA for Time and
To Be Presented To Council Material/Design, if needed, not to exceed $25,000.00
For Approval)
Final Contract Amount $1,216,619 and optional $25,000 for Time and Material/Design
(Including All Change j Changes if needed ( $1,241,619 )
Orders)
Revised Completion Date 2023'for Parts 2, partial of 3, and 4.
Signature
1. Contractor (Required)
2. Project Manager
Jennifer Phelan
(Required)
I
3. Department Head
rzob schober
(Required)
4. Procurement Officer
—'too 1"""'r
(Required)
A*4t UYA+»
5. City Attorney (Required
Based On Value Of
�Deau°�iid°r
3/21/2023 1 3:48:51 PM MDT
Thresholds) L,�&MGS Jr. 110, 3/22/2023 1 3 : 51:00 PM MDT
�sr�aAsoAssciao-..
6. City Manager (Required
Based On Value Of Doc utr°dby:
Thresholds) LVI,Fb�AC6CC3793OU70
Original contract, if applicable all other change orders, and vendor quote for requested
change order must be attached to this document.
For additional information: See Procurement Policy "Change Orders And Add Services
Request" (page 30).
e2of2
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
Exhibit A
Land+Shelter alan :,�:I}+s
ARCHITECTURE AND PLANNING ARCHITECTS ��=--=' Post Office Box 550, Carbondale, Colorado 81623
Tel 970.963.0201 Fax 970.963.0289
Email info@londandshelter.com www.landandsheiter.com
AFA
3457 Ringsby Court, Denver, Colorado 80216
Tel 303.383.1 1 1 1 Fax 303.383.2135
Email info@fordarch.com www.fordarch.com
RDG
1302 Howard St, Omaha, Nebraska 66102
Tel 402.392.0133 Fax 402.392.0413
Email omaha@rdguso.com www.rdguso.com
Burlingame ECE Only Parts-2 + 4 Change Order Request
L+S/AFA/RDG Team
03/20/2023
This is the second change order to an 8 part contract. We previously revised Part 1 of our contract. This change order
revises parts 2 and 4. The revised scope is similar, floor area assumption for the ECE was originally 8,000 SF and is
now 13,500 SF, a basement and carports were added to the original scope. The project has increased in size and
complexity, both the built structure and the site development requirements as outlined by the pre -application summary
provided by Community Development. The anticipated schedule time for Parts 2 and 4 has increased, 2023 hourly
rates are now applicable, and there has been a substantial amount of contract administration time. Reference contract
Fee Exhibit C submitted along with "Burlingame Childcare Assumptions 3/4/22" as explanation for fee basis. A
change order [No 021 is requested in the amount of $68,613.
Signed,
Andrea Korber, Land+Shelter, Inc.
Sara Ott, City of Aspen
11l
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
Burlingame Early Childhood Education Center Change Order
L+S/AFA/RDG Team
20-Mar-23
Existing Contract - Additional Fee Proposed Contract
Services Company Name ECE Only Requested Fee - ECE only
Architect* L+S/AFA/RAG
$
37,500
$ 30,000
g 67,500
Community Relations L+S/AFA/RDG
$
14,050
$ 3,750
$ 17,800
Landscape Architect DHM Design
$
9,840
$ 4,416
$ 14,256
Civil Engineering Sopris Engineering
$
24,597
$ 20,052
$ 44,649
Traffic McDowell
$
18,040
$ -
$ 18,040
Structural Engineer Evolve
$
1,575
$ 1,453
$ 3,028
Land Planning Davis Horn
$
39,000
$ -
$ 39,000
total $
144,602
$ 59,671
1 $ 204,273
*Architectural fees for part 2 land use application are capped at 500 hours. The Client will be notified a ore I is haur 1
limit is reached. At the Clients direction any remaining work can be billed hourly or we can provide a lump sum estimate
Part 3 - Design Development
Design development on hold per Client direction; any design work required will be billed
Hourly Billing - T&M hourly as needed per the Burlingame ECE Contract rate sheet, dated 03/14/21
Part 4 - Land Use Applicasion and Recordation
Architect L+S/AFA/RDG $ 11,250 $
2,475 $ 13,725
Landscape Architect DHM Design $ 2,680 $
840 $ 3,520
Civil Engineering Sopris Engineering $ 9,605 $
1,205 $ 10,810
Structural Engineer Evolve $ 1,470 $
1,358 $ 2,828
Land Planning Davis Horn $ 6,000 $
- $ 6,000
total $ 31,005 $
5,878 $ 36,883
Part 2 + 4 Base Fee Subtotal $ 175,607 $ 65,5491 $ 241,156
Community outreach materials, additional travel
Parts 2 +4 Team Reimbursables $ 5,936 $ 3,064 $ 9,000 for a three step
1
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
RESOLUTION NO. 142
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING AN ADD SERVICE BETWEEN THE CITY OF
ASPEN AND LAND AND SHELTER, INC. AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID ADD SERVICE ON BEHALF OF THE CITY
OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council an add service to
the Burlingame Early Childhood Education Center design services, between the
City of Aspen and Land and Shelter, Inc., a true and accurate copy of which is
attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that add service
for, $87,133.00 between the City of Aspen and Land and Shelter, Inc. a copy of
which is annexed hereto and incorporated herein and does hereby authorize the
City Manager to execute said agrcement on behalf of the City of Aspen.
INTRODUCED, READ, AND ADOPTED by the City Council of the City
of Aspen on the 131 day of December 2022.
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, December 13, 2022.
el" -
Nicole Henning, City derk
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: 5F21C1E0-2AE3-45FB-835C-4C58CDC21833
DocuSign Envelope ID: 21846611-1 C00-435B-A87F-73B74BB9A97A
Land+Shelter -I alan
ARCHITECTURE AND PLANNING ARCHITECTS
Burlingame ECE/Housing Phase 1, Change Order Request
L+S/AFA/RDG Team
12/06/2022
Reasons for Change:
L+S
Post Office Box 550, Carbondale, Colorado 81623
Tel 970.963.0201 Fax 970.963.0289
Email infoolandandshelter.com www.landandsholter.com
AFA
3457 Ringsby Court, Denver, Colorado 80216
Te1303.383.1111 Fax 303.383.2135
Emall infoofordarch.com www.fordamh.com
MIS
1302 Howard 5t, Omaha, Nebraska 68102
Te1402.392.0133 Fax402.392.0413
Email omahoOrdpuso.com www.rdguaa.com
Contract Fee Exhibit C was submitted along with "Burlingame Childcare Assumptions 3/4/22" as explanation of fee -
basis. Floor area contract fee assumption was originally 12,000sf total and is now over 18,000sf. The project has
increased in size and complexity and increases the number of hours needed for professional services. A change order
(No 0 1 ) is requested in the amount of $87,133.00
Signed:
Andrea Korber Lond+Shelter, Inc
occuftmd by.
SG. I
2214EEGI 12H...
Sara Ott, City of Aspen.
1/ 1
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: 21846611-1C00-436B-A87F-73B74BB9A97A
Burlingame Early Childhood Education Center Change Order
L+S/AFA/RDG Team
6-Dec-22
Current
Existing Phase 1
Additional Phase
Proposed Phase 1
Company Name
Contract Fee
1 Fee Requested
Contract Fee
Architect L+S/AFA/RDG
$
128,600
$
68,107
$
196,707
Landscape Architect DHM Design
$
10,720
$
5,677
$
16,397
Civil Engineering Sopris Engineering
$
10,909
$
-
$
10,909
Sustainability Consultant Group14
$
9,829
$
-
$
9,829
Community Relations PR Studio
$
23,625
$
-
$
23,625
Traffic McDowell
$
4,180
$
-
$
4,180
Structural Engineer Evolve
$
12,010
$
6,360
$
18,370
Mechanical Engineer Branch Pattern
$
13,197
$
6,989
$
20,186
Irrigation KDI Systems
$
1,920
$
-
$
1,920
Land Planning Davis Horn
$
6,000
$
-
$
6,000
Acoustics & Tec Branch Pattern
$
5,751
$
-
$
5,751
Food Service Sturm
$
500
$
-
$
500
Team Reimbursable (Everyone on the team)
$
22,724
$
-
$
22,724
total
$
249,965
$
87,133
$
337,098
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
RESOLUTION NO.037
SERIES OF 2022
A RESOLUTION OF THE CITY OF ASPEN CITY COUNCIL APPROVING A
CONTRACT FOR THE BURLINGAME CHILDCARE CENTER BETWEEN
THE CITY OF ASPEN AND LAND AND SHELTER INC., AUTHORIZING THE
CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE
CITY OF ASPEN COLORADO
WHEREAS, there has been submitted to the City Council an agreement between
the City Council (the "Owner") and Land and Shelter Inc. (the "Architect"), a true and
accurate copy of which is attached hereto as "Exhibit A", and,
WHERAS, City Council considered and approved the agreement at a regular
council meeting on March 22, 2022;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ASPEN AS FOLLOWS:
That the City Council of the City of Aspen hereby approves the agreement between Owner
and Architect, a copy of which is annexed hereto and incorporated herein, and does hereby
authorize the City Manager to execute said agreement on behalf of the City of Aspen.
INTRODUCED READ AND ADOPTED by the City Council of the City of Aspen on
the 22nd day of March 2022.
Torre, Mayor
ATTEST:
Nicole Henning, City C k
APPROVED AS TO FORM:
ames R True, City Attorney
Resolution 037-2022
Burlingame childcare center, architecture contract
Page 1 of 1
DocuSign Envelope ID: 5F2lC1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EEISF56MA07-4EC9-B10E-017579EIDBB9
VZ �lJ
Document 81 32" - 201 9
Standard Form of Agreement Between Owner and Architect, Construction Manager as
Adviser Edition
AGREEMENT made as of the day of March in the year 2022
(In words, indicate dory, month, and year.)
ADDITIONS AND DELETIONS:
The author of this document has
BETWEEN the Architect's client identified as the Owner:
added Information needed for its
(Name, legal status, address, and other information)
completion. The author may also
have revised the text of the original
City of Aspen
AIA standard form. An Additions and
c/o Capital Asset Department
Deletions Report that notes added
427 Rio Grande Place
Information as well as revisions to the
Aspen, CO 81611
standard form text Is available from
the author and should be reviewed. A
and the Architect:
vertical line in the left margin of this
(Name, legal status, address, and other information)
document Indicates where the author
has added necessary Information
Land and Shelter, Inc.
and where the author has added to or
P O Box 550
deleted from the original AIA text.
Carbondale, CO 81623
This document has Important legal
consequences. Consultation with an
attorney Is encouraged with respect
for the following Project:
to Its completion or modification.
(Name, location, and detailed description)
This document is Intended to be used
Burlingame Childcare Center project as described in Exhibit B City of Aspen Request for
In conjunction with AIA Documents
Proposals 2021-239 Architecture & Engineering Design Team for the Burlingame
All32TM-2019, Standard Form of
Agreement Between Owner and
Childcare Center" dated October 22, 2021.
Contractor, Construction Manager as
Adviser Edition; A2327"-2019,
General Conditions of the Contract
for Construction, Construction
The Construction Manager:
Manager as Adviser Edition; and
(Name, legal status, address, and other information)
C132'"-2019, Standard Form of
Agreement Between Owner and
TBD
Construction Manager as Adviser.
AIA Document A2321m-2019 Is
adopted In this document by
reference. Do not use with other
general conditions unless this
The Owner and Architect agree as follows.
document Is modified.
Irtlt AIA Document B132" - 2ai%, Copyright O 1992, 2009, and 2019 by TheAmerlcan Instituto of Architects. All rights reserved. The'Ameriran Institute of
Architects. "AIA." the AIA Logo, and 'AIA Contract ❑veumenls' are registered trademarks and may not be used without permission. Thisdocumentwas produced
by AIA software at 10.44:29 ET on 03/17/2022 under Order No.7367118434 which expires on 08/21/2022, Is not for resale, Is licensed for one-time use only, and
/ may only be used In accordance with the AIA Contract Documentse Terns of Service. To report copyright violations, e-mall copyrighteale.org.
User Notes: (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F568-0A07-4EC9-B10E-017579E19BB9
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
r
7 COPYRIGHTS AND LICENSES
8 CLAIMS AND DISPUTES
7.
9 TERMINATION OR SUSPENSION
10 MISCELLANEOUS PROVISIONS
11 COMPENSATION
'. '� • '. 12 ." SPECIAL TERMS AND CONDITIONS
13 . SCOPE OF THE AGREEMENT
r ARTICLE'l " INITIAL INFORMATION
§ 1.1 This Agrcement 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 City of Aspen (owner) will pursue a collaborative development team. CMa is anticipated to be added at the time
of fart 2 Services based on the attached exhibits. All project participants are expected to embrace basic teamwork
principles such as mutual respect and trust, transparency, collaborative problem solving, open communication and
professionalism at all times. The program encompassing Exhibit B City of Aspen Request for Proposals 2021-239
' Architecture & Engineering Design Team for the "Burlingame Childcare Center" dated October 22, 2021, and
! additionally described in Exhibit A Land and Shelter, Inc Proposal dated December 14, 2021.
i.. § 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 City of Aspen desires to develop a mixed -use project on vacant property it owns within the Burlingame
i Subdivision/Planned Development. The programming for the site will include development of a childcare center with
appropriate indoor and outdoor spaces, well designed multi -modal circulation for the site and potentially some on -site
housing intended for employees of the childcare center. The project is further described in Exhibit B City of Aspen
Request for Proposals 2021-239 Architecture & Engineering Design Team for the "Burlingame Childcare Center"
dated October 22, 2021.
§ 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1:
Init. AIA Mcurnant B132` - za19. Copy HQht0 1992. 2009. and 2010 by The Amarlcan Intituta of Architects. AI rights reserved. Tha -American Inslilute of
Architects,"AIA; the AMA Logo, and'AiA Ccniratl Aecurnenta' are registered trademarks and mny not be used without permission. Thla document waa produced 2
by AA software at 16A4:29 ET on 0311712022 under Ordar No.7357118434 which expires on 08t2112022. Is not for resale, Is 1lcen3ad forono-ihne use only, and
t may only be used In accordance wish tha AIA Contract DocumentsaTomu of service. To report copyrightvlolatfons, e-mail capyright®aia.org,
UaorNotes: (1146409197)
DocuSign Envelope ID: 5F21 C1 EO-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE75F668-OA07-4EC9-B10E-017679E19BB9
(Provide total and, 1f known, a line Item breakdown.)
Cost of work is TBD
§ 1.1.4 The Owner's anticipated design and construction milestone dates: All dates as proposed below to be shifted
based on City of Aspen formal notice to proceed.
.1 Design phase milestone dates, if any:
Prglct 5c eda uie r tp�tes ;ILExhib' d d c1 a ;�gc�P ppo§ai dated I]ecember i4 2021
Construction commencement date:
Peet 5cit u e as an 1ipa tti E bi A_Land pnd Shelteyc. Prapvsu! dated De ember'lA 2
Substantial Completion date or dates:
s�ectzS�llc�elic tcdn ExhibitI d e ter �tc,�P,p�sa atcoemhr 1;�(3
Other milestone dates:
n/a
§ 1.1.5 The Owner 'intends the following procurement method for the Project:
(Identify method such as competitive bid or negotiated contract.)
Request for Proposals
§ 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:
(Identify any requirements far fast -track scheduling or phased construction =4 f applicable, list number and type of
bidlprocurement packages.)
n/a
§ 1.1.7 The Owner's anticipated Sustainable Objective for the Project:
(Identify and describe the Owner's Sustainable 0bjecIive for the Projecl, If any.)
§ 1.1.7.1 If the Owner identifies'a Sustainable Objective, the Owner and Architect shall complete and incorporate AIA
Document E235-2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, into this Agreement to
define the terms, conditions and services related to the Owner's Sustainable Objective. If E235-2019 is incorporated
into this Agreement, the Owner and Architect shall incorporate the completed E235-2019 into the agreements with the
consultants and contractors performing services or Work in any way associated with the Sustainable Objective.
§ 1.1.8 The Owner identifies the following representative in accordance with Section 5.4:
(List name, address, and other contact Information.)
CMa is TBD until later in the process
§ 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:
Init. ATA document B152- - 20 r %. Copyright O 1992, 2009. and 2019 by The American Institute of Armitects. All rights reserved. The 'American InsG[u[a of
Architects.' -A A,' the AIA Logo, and 'AIA Contract ❑ecumenW are registered trademarks and may not be used wi[haut pormisslon. This document was produced
by AIA software at 16:44:29 ET on 03t17/2022 under Order No.7357118434 which expires on OW1t2022, [a not for resate, Is licensed for onetime use only, and
t may only be used In accordance whit the AIA Contract ❑ocumentsa Terms of Service. To report copyright violatlons, a -mall copydghtcaIn. arg.
User Notes: (114e409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE16F668-OA074EC9-B10E-017579E19BB9
(List name, address, and other contact information.)
Jennifer Phelan, Development Manager, City of Aspen, (970) 319-9949, jennifer.phelan@aspen.gov
§ .1A.14 Tice Owner shall retain the following consultants and Contractors:
(List name, legal status, address, and other contact information.)
.1 Construction Manager.
(The Construction Manager is identified on the cover page. tf a Construction Manager has not been
retained as of the date of this Agreement, state the anticipated date of retention 1f the Architect is to
assist the Owner In selecting the Con5iniction Manager, complete Section 4.1.1.1)
TBD
:2 Land Surveyor:
TBD
.3 Geotechnical Engineer.
TBD
.4 ' Civil Engineer.
N/A
.5 Other consultants and Contractors:
(List arty other consultants and Contractors retained by the Owner.)
n/a
§ 1.1.11 The Architect identifies the following representative in accordance with Section 2A:
(List name, address, and other contact information.)
Andrea Korber, Land+Shelter
PO Box 550, Carbondale, CO 91623
970-366-1582
andi@landandshelter.com
§ 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:
Init. AIA locument B132" - To19, Copydght01992, 2009, and 2019 5y The Amerfran Ins UWto of ArchllacGs. Ail rights reserved. The 'Ameriwn Inslilute of
Architects; 'Al A.'the AIA Logo, artd'AIA Contract Documents' era registered trademarks and may not be used without permission. This document was produced 4
by AIA saftwore at 16:44:20 ET on 03117/2022 under Ord or No.73571 184 34 which expires on 0812112022, Is not for renal*, Is licensed for onr-tlme use only, and
/ may only be used In accordance with the AfA Contract Documents,* Terms of Service. To report copyright vlofalians, e-mail copyrightasla.org.
User Was: (1148409197)
DocuSign Envelope ID: 5F2lC1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F568-0A07-4EC9-B10E-017579E19BB9
As described in Exhibit A Land and Shelter, Inc. Proposal dated December 14, 2021.
Mechanical Engineer:
As described in Exhibit A Land and Shelter, Inc. Proposal dated December 14, 2021.
Electrical Engineer.
As described in Exhibit A Land and Shelter, Inc. Proposal dated December 14, 2021.
§ 1.1.12.2 Consultants retained under Supplemental Services:
Subject Experts, Interior Designer, Traffic Engineer, Civil Engineer, Landscape Architect, Sustainability Consultant,
Community Outreach Consultant, Fire Protection, Irrigation Designer, Acoustics & Technology Designer, and Food
Service Consultant as described in Exhibit A, Land+Shelter Proposal dated December 14, 2021.
§ 1.1.13 Other Initial Information on which the Agreement is based:
§ 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 Owner and the Architect shall appropriately adjust the
Architect's services, schedule for the Architect's services, and the Architect's compensation. The Owner shall 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. The parties will use AIA Document E203-2013, Building Information
Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of
digital data.
§ 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols
governing the use of, and reliance on, the information contained in the model and without having those protocols set
forth in AIA Document E203-2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA
Document G202-2013, Project Building Information Modeling Protocol Form, shall be at the using or relying parry's
sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the
building information model, and each of their agents and employees.
§ 1.4 The tern "Contractors" refers to persons or entities who perform Work under contracts with the Owner that are
administered by the Architect and Construction Manager. The term "Contractors" is used to refer to such persons or
entities, whether singular or plural. The term does not includc the Owner's own farces, or Separate Contractors, which
are persons or entities who perform construction under separate contracts with the Owner not administered by the
Architect and Construction Manager.
ARTICLE 2 ARCHITECT'S RESPONSIBILITIES
§ 2.1 The Architect shall provide professional services as set forth in this Agreement. 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.
Init. AIA Document 8132• - 201p, Ccpyrfght01992, 2009. end 2019 by The American Institute of Architects. All rights reserved. The 'America n 1n5Ututo of
Architects; NA.' tho AIA Logo, and'AIA Contract Documents' are registered trademarks and may not be used without permission, This document was produced
by AIA software at 16:44:20 ET on 031t712022 under Order No.7357118434 which expires an 08121=22. Is not for rasate, Is licensed for one-time use only, and
may only be used to accordance with the AIA Contract Documentsm Terms of Service. To report copyright via;atlons, e-mail Ccpyrightaaia,org.
hear t4otee: (1148409197)
DocuSign Envelope ID: 5F21 C1 E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15FSS"A07-4EC9-Bt0E-017579EIOBBO
§ 2.3 The Architect shall provide its services in conjunction with the services of a Construction Manager as described
in AIA Document C I32TM-2019, Standard Form of Agreement Between Owner and Construction Manager as
Adviser, The Architect shall not be responsible for actions taken by the Construction Manager.
§ 2.4 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the
Project. .
§ 2.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's profession a[
judgment with respect to this Project.
§ 2,6 'Me Architect shall maintain the following insurance until termination of this Agreement. if any of the
requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall
pay the Architect as set forth in Section 11.9.
§ .2.6.1 Commercial General Liability with policy limits of not less,than two million U.S, dollars ($ 2,000,000.00 }
for each occurrence and four million U.S. Dollars ($ 4,000,000.00 ) in the aggregate for bodily injury and property
damage.
§'2.6.2 Automobile Liability covering vehicles owned, and non -awned vehicles used, by the Architect with policy
.limits of not less than one million U.S. dollars ($ 1,000,000.00 ) per accident for bodily injury, death of any person,
and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other
statutorily required automobile coverage.
§ 2.6.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile
Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and
excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under
Sections 2.6.1'and 2.6.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage
than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the
i'actual payment by the underlying insurers.
§ 2.6.4 Workers' Compensation at statutory limits.
§ 2.6.5 Employers' Liability with policy limits not less than one million U.S. dollars ($1,000,000.00 ) each accident,
one million U.S. Dollars ($ $1,000,000.00 ) each employee, and one million U.S. Dollars ($ 1,000,000.00 ) policy
limit.
§ 2.6.6 Professional Liability covcring negligent acts, errors and omissions in the performance of professional services
with policy limits of not less than one million U.S. dollars ($ 1,000,000.00 ) per claim and one million U.S. Dollars
($1,000,000.00 ) in the aggregate.
§ 2.6.7 Addltlonal Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and
excess or umbrella policies for Commercial General Liability and Automobile Liability to include the Owner as an
additional insured 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 of the Owner's insurance policies and shall apply to
both ongoing and completed operations.
§ 2.6.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the
requirements in this Section 2.6.
§ 2.6.9 The Architect shall provide to the Owner acceptable certificates of insurance evidencing compliance with the
requirements in this Section 2.6 prior to commencement of the Work and thereafter upon renewal or replacement of
each required policy of insurance. The insurance policies required by this Section, except workers' compensation,
shall contain aprovision that coverages afforded under the policies will not be canceled or allowed to expire without at
least 30 days' prior written notice to the Owner. An additional certificate evidencing continuation of professional
liability coverage shall be submitted with the final Application for Payment. Information concerning reduction of
coverage on account of claims paid under the policy shall be fumished by the Architect with reasonable promptness.
InIL AIA Document B132- - � a It. Copyright C 1992, 2009, and 20 t9 by The American Inatitute of Archktects. All rights reserved. The 'ArnerMan institute of
Architects; 'AIA; the MA Logo, arid 'AIA Contract ❑ocumenIr are registered trod emu rks and nay not be used without permission. This document was produced 6
by AIA software at 16:44:29 ET on 03/17/2022 under Order No.7357118434 which expires on 08121=22. Is not for resale, is licensed for one-Ume use only, and
may Only be used h accordance with the AIA Contract Documentse Terms or Service. To report eopyrfght violations, a -mail copyright@afa.org.
Lleer Hatos. (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F5BB-0A07-4EC9-BIDE-017579E19BB9
The certificates will show the Owner as an additional insured on the Comprehensive General Liability, Automobile
Liability, umbrella or excess policies.
§ 2.6.10 Governmental Immunity: The parties hereto understand and agree that Owner is relying on, and does not
waive or intend to waive by any provision of this contract, the monetary limitations (presently $350,000.00 per person
and $1,093,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, Section 24-10-101 el seq., C.R.S., as from time to time amended, or otherwise available
to Owner, its officers, or its employees.
§ 2.6.11 Owner's Insurance: The parties hereto understand that the Owner is a member of the Colorado Intergovern-
mental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the
CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Contractor for
inspection during normal business hours. Owner makes no representations whatsoever with respect to specific
coverages offered by CIRSA. Owner shall provide reasonable notice of any changes in its membership or
participation in CIRSA.
§ 2.6.12 Deductible: The Architect shall pay any amounts not covered under these policies because of a deductible
on the insurance policies provided by the Architect.
ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES
§ 3.1 The Architect's Basic Services consist only of those described in this Article 3 and in attached Exhibit A Land
and Shelter, Inc. Proposal dated December 14, 2021, and Exhibit B City of Aspen Request for Proposals 2021-239
Architecture & Engineering Design Team for the "Burlingame Childcare Center" dated October 22, 2021. The Initial
contract includes Parts 1 through 5, from Conceptual/Schematic Design through Construction Documents
services described herein and in the referenced exhibits. Additional portions of work may be added as the project
moves forward, by amendment of this agreement as Additional Services. CMa is initially TBD. Owner intends to add
CMa later in the process. Until Owner hires a CMa, all CMa's obligations under this Agreement are Owner's
exclusive responsibility.
The initial contract includes:
Part 1: Conceptual/Schematic Design
Part 2: Support for the Land Use Application and review process
Part 3: Design Development
Part 4: Approval Documents -recordation support
Part 5: Construction Documents
As described in attached Exhibit A Land and Shelter, Inc. Proposal dated December 14, 2021, and Exhibit B City of
Aspen Request for Proposals 2021-239 Architecture & Engineering Design Team for the "Burlingame Childcare
Center" dated October 22, 2021.
Additional portions of work may be added as the project moves forward, by amendment:
Part 6: Support for the Building Permit Application Process
Part 7: Construction Administration
Part 8: Project Closeout and Warranty Support
As described in attached Exhibit A Land and Shelter, Inc. Proposal dated December 14, 2021, and Exhibit B City of
Aspen Request for Proposals 2021-239 Architecture & Engineering Design Team for the "Burlingame Childcare
Center" dated October 22, 2021.
Services other than those specified are Additional Services.
§ 3.1.1 The Architect shall manage the Architect's services, research applicable design criteria, attend Project
meetings, communicate with members of the Project team, and report progress to the Owner.
§ 3.1.2 The Architect shall coordinate its services with those services provided by the Owner, the Construction
Manager, and the Owner's other consultants. The Architect shall be entitled to rely on, and shall not be responsible for,
the accuracy, completeness, and timeliness of, services and information furnished by the Owner, the Construction
Init.AIA Document 9132" - 2019. Copyright O 1992, 2009. and 2019 by The American Institute of Arehttects. All tights reserved. The'American Institute of
Architects,' "AIA; the AIA Logo, and 'AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced
by AIA software at 16:44:29 ET on 03/17/2022 under Order No.7357118434 which expires on 0812112022. Is not for resale. Is licensed for one-time use only, and
f may only be used In accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mall copydght®ala.org.
User Notes: (1148409197)
DocuSign Envelope ID: 5F21 C1 E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F568-0A074EC9•B10E-017579E19B89
Manager, and the Owner's other 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 Construction
Manager's review and the Owner's approval, a schedule for the performance of the Architect's services. 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. This schedule shall include allowances
for periods of time required for the Owner's review, for the Construction Manager'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 or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the Project
proceeds Until the commencement of construction.
§ 3,1.4 The Architect shall submit information to the Construction Manager and participate in developing and revising
the Project schedule as it relates to the Architect's services. The Architect shall review and approve, or take other
appropriate action upon, the portion of the Project schedule relating to the performance of the Architect's services.
§ 3.1.5 The Architect shall not be responsible for an Owner's or Construction Manager's directive or substitution, or
for the Owner's acceptance of non -conforming Work, made or given without the Architect's written approval.
§ 3,1.6 The Architect shall, in coordination with the Construction Manager, 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.
§ .3.1.7 The Architect shall assist the Owner and Construction Manager in connection with the Owner's responsibility
for.frling documents required for the approval of governmental authorities having jurisdiction over the Project.
§ 3.1:8 The Architect shall assist the Owner and Construction Manager in connection with the Owner's responsibility
for filing documents required for the approval of governmental authorities having jurisdiction over the Project.
§ 3.2 Schematic Design Phase Services
§ 3.2.1 The Architect shall review the program and other information furnished by the Owncr and Construction
Manager, and shall review laws, codes, and regulations applicable to the Architect's services,
§ 3.2.2 The Architect shall prepare a preliminary evacuation of the Owner's program, schedule, budget for the Cost of
the Work, Projcct site, and 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 Construction Manager and shall
discuss with the Owner and Construction Manager alternative approaches to design and construction of the Project.
The Architect shall reach an understanding with the Owner and Construction Manager 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, to the
Owner and Construction Manager, for the Owner's approval, a preliminary design illustrating the scale and
relationship of the Project components.
§ 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design
Documents for the Construction Manager's review and Owner's approval. The Schematic Design Documents shall
cons lit ofdrawings 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 or described
in writing.
Init. AIA Document 9132' _ 2919, Copyrightm 1992, 2009. and 2019 by The Amedsan Institute of Architects. All rights reserved. The'Ameriran instilule of
Architects, 'AIA; the AtA logo, and WA Controct ❑ocumenIs' are registered trademarks and may not be used without permission. This dmumantwes produced 8
by AtA software at 10:44:20 ET on 03117/2022 undor Ord cr No. 7357118434 which expires an 4812112022, Is not for resale, Is licarrsed for nne-9mc use only, and
1 may only be used In accordance with the AIA Contract Doeumentaa Terms of Service. To report copyright vicellons, e-mail wpyright®ais.org.
User Note a*. (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE75F568-OA07-4EC9-B10E.017679E19BB9
§ 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 with the Owner and the Construction Manager 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/or the Construction Manager.
The Architect shall meet with the Owner and/or Construction Manager to review the Schematic Design Documents.
§ 3.2.7 Upon receipt of the Owner and/or Construction Manager's review comments and cost 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 such revisions in the Design Development Phase.
§ 3.2.8 In the further development of the Drawings and Specifications during this and subsequent phases of design, the
Architect shall be entitled to rely on the accuracy of the estimates of the Cost of the Work, which are to be provided by
the Construction Manager under the Construction Manager's agreement with the Owner.
§ 3.3 Design Development Phase Services
§ 3.3.1 Based on the Owner's 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 Construction Manager's review and the Owner's approval. The Design Development
Documents shall be based upon information provided, and estimates prepared by, the Construction Manager and 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.
§ 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 Construction Manager. The Architect shall meet with the Construction Manager to
review the Design Development Documents.
§ 3.3.3 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Design
Development Phase, the Architect shall take action as required under Sections 6.5 and 6.6 and request the Owner's
approval of the Design Development Documents.
§ 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 Construction Manager's review and the Owner's approval. The Construction
Documents 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 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over
the Project into the Construction Documents.
§ 3.4.3 During the development of the Construction Documents, if requested by the Owner, the Architect shall assist
the Owner and the Construction Manager in the development and preparation of (1) procurement information that
Init AIA Document B132" - 2019. Copyright 01992. 2009, and 2019 by The American Instaute of Arehlteets. All rights reserved. The "American Insfltute of
Architects; 'AIA,'the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This documentwas produced
by AIA software at 16:44:29 ET on 03/17/2022 under Order No.7357118434 which expires on 09/t1/2022, is not for resale. Is licensed for one-Wne use only, and
/ may only be used In accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mall copyrlghtgalmorg.
User Notes: (1145409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EEl5F568.OA07-4EC9-B10E-017579E19BB9
describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreements
between the Owner and Contractors; and (3) the Conditions of the Contracts for Construction (General,
Supplementary and other Conditions); and (4) a project manual that includes the Conditions of the Contracts 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 Construction Manager. The Architect shall meet with the Construction Manager to
review the Construction Documents.
§ 3.4.6 Upon'receipt of the Construction Manager's information and an estimate at the conclusion of the Construction
Documents Phase, the Architect shall take action as required under Section 6.7, and request the Owner's approval of
the Construction Documents.
§ 3.5Procurement:Phase Services
§ 3.5.1 General
The Architect shall assist the Owner and Construction Manager in establishing a list of prospective contractors.
Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner and
Construction Manager in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness
of bids or proposals; (3) determining the successful bid or proposal, if any; and (4) awarding and preparing Contracts
for Construction.
§ 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 and Construction Manager 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
(Paragraph dele/ed)
§ 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.
§ 3.5.3 Negotiated Proposals
§ 3.5.3.1 Proposal Documents shall consist of proposal requirements, and proposed Contract Documents.
§ 3.5.3.2 The Architect shall assist the Owner and Construction Manager in obtaining proposals by:
.1 ' facilitating the distribution of Proposal Documents for distribution to prospective Contractors, and
requesting their return upon completion of the negotiation process;
.2 organizing and participating in selection interviews with prospective Contractors;
.4 participating in negotiations with prospective Contractors, and subsequently preparing a summary
report: of the negotiation results, as directed by the Owner.
§ 3.5.3.3 If the Proposal Documents permit substitutions, upon the Owner's written authorization, the Architect shall,
as an Additional Service, consider requests for substitutions, consult with the Construction Manager, and prepare and
distribute addenda identifying approved substitutions to all prospective contractors.
§ 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 and in AIA Document A232Tm-2019, General Conditions of the Contract for Construction, Construction
Manager as Adviser Edition. If the Owner and Contractor modify AIA Document A232 2019, those modifications
shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this
Agreement.
Inik AIA Document ll -tots. Copyright 01992, 2009, and 2019 by The American Institute or Architects. All rights roserved. The'American Instllute or
Architects; "AIA,' the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. Thla document was produced 10
by AIA software at 18:44:29 ET on 03/17/2022 under Order No.7357118434 which expires on 0111212022, Is not for resale, Is licensed for one-time use only, and
/ may only be usod In neaordance with tho AIA Contract Doaumentae Tema of Swvlos. To report copyright violations, e-mall oopyrighl®ala.org.
Us or Notes: (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F568-OA07-4EC9-B10E-017579E19BB9
§ 3.6.1.2 The Architect shall advise and consult with the Owner and Construction Manager 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. 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 Contractors' 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
Construction Manager, or acts or omissions of the Contractors 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 initial Contract for Construction and terminates on the
date the Architect issues the final Certificate for Payment.
§ 3.6.2 Evaluations of the Work
§ 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required
in Section 4.2.3, to become generally familiar with the progress and quality of the portion of the Work completed, and
to determine, in general, 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. However, the Architect shall not be required to make
exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of the site visits,
the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work
completed, and promptly report to the Owner and the Construction Manager (1) known deviations from the Contract
Documents, (2) known deviations from the most recent construction schedule submitted by the Construction Manager,
and (3) defects and deficiencies observed in the Work.
§ 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and shall
notify the Construction Manager about the rejection. Whenever the Architect considers it necessary or advisable, the
Architect, upon written authorization from the Owner and notification to the Construction Manager, shall have the
authority to require 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. 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 Contractors, Subcontractors, suppliers, their agents or employees, or other persons or entities
performing portions of the Work.
§ 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the
Contract Documents on written request of the Construction Manager, Owner, or Contractors through the Construction
Manager. 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 the Owner and Contractors, shall not
show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The
Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the
Contract Documents.
§ 3.6.2.5 Unless the Owner and Contractors designate another person to serve as an Initial Decision Maker, as that
tern is defined in AIA Document A232-2019, the Architect, with the assistance of the Construction Manager, shall
render initial decisions on Claims between the Owner and Contractors as provided in the Contract Documents.
§ 3.6.3 Certificates for Payment to Contractor
§ 3.6.3.1 Not more frequently than monthly, the Architect shall review and certify an application for payment. Within
seven days after the Architect receives an application for payment forwarded from the Construction Manager, the
Architect shall review and certify the application as follows:
.1 Where there is only one Contractor responsible for performing the Work, the Architect shall review the
Contractor's Application and Certificate for Payment that the Construction Manager has previously
Init. AIA Document 6132" - zc 19. Copyright 01992. 2009, and 2019 by The American Institute of Architects. All rights reserved. The'American Institute or
Architects; "AIA; the AIA Logo, and 'AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 11
by AIA software at 16:44:29 ET on 03/17/2022 under Order No.7357116434 which expires on 06/21/2022. Is not for resale, Is licensed For one -tarns use only, and
may only be used In accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mall eopyright@ala.org.
User Notes: (11411409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE75F5W-OA07-4EC9-B10E-M7579E19BB9
reviewed and certified. The Architect shall certify the amount due the Contractor and shall issue a
Certificate for Payment in such amount.
.2 Where there is more than one Contractor responsible for performing different portions of the Project,
the Architect shall review the Project Application and Project Certificate for Payment, with the
Summary of Contractors' Applications for Payment, that the Construction Manager has previously
prepared, reviewed, and certified. The Architect shall certify the total amount due all Contractors
collectively and shall issue a Project Certificate for Payment in the total of such amounts.
§ 3.6.3.2 The Architect's certification for payment shall constitute a representation to the Owner, based on ( I ) the
Architect's evaluation of the Work as provided in Section 3,6.2, (2) the data comprising the Contractor's Application
for Payment or the data comprising the Project Application for Payment, and (3) the recommendation of the
Construction Manager, 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 Contractors
are 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.
§ 3.6.3.3 The issuance o f a Certificate for Payment or a Project Certificate for Payment shall not be a representation
that the Architect has (1) made exhaustive or continuous on -site 'inspections to check the quality or quantity of the
Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of
requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate each
Contractor's right to payment, or (4) ascertained how or for what purpose that Contractor has used money previously
paid on account of the Contract Sum.
6 3:6.3.4 The Architect shall maintain a record of the Applications and Certificates for Payment.
§ 3.6.4 Submittals
§ 3.6.4.1 The Architect shall review the Construction Manager's Project submittal schedule and shall not unreasonably
delay or withliold approval of the schedule. The Architect's action in reviewing submittals transmitted by the
Construction Manager 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 shall review and approve, or take other appropriate action upon, the Contractors' submittals
such as Shop Drawings, Product Data and Samples, that the Construction Manager has reviewed, recommended for
approval, and transmitted to the Architect. The Architect's review of the submittals shall only be for the Iimited
purpose of checking for conformance with information given and the design concept expressed in the Contract
Documents. Review of such submittals is not for the purpose ofdetermining the accuracy and completeness of other
information such as dimensions; quantities, and installation or performance of equipment or systems, which are the
Contractors' responsibilities. The Architect's review shall not constitute approval of safety precautions or construction
means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
§ 3.6.4.3 If the Contract Documents specifically require the Contractors 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
Contractors' design professionals, provided the submittals bear such professionals' 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 After receipt of the Construction Manager's recommendations, and subject to the provisions of Section 4.2,
the Architect shall review and respond to requests for information about the Contract Documents. The Architect, in
consultation with the Construction Manager, shall set forth in the Contract Documents the requirements for requests
Init. AIA Document 8132• _ 2a19. Copy rig ht01992, 2009. and 2019 by The American Institute of Architects. NI rights r reserved. The 'Amer Institute oI
Archi(ects."AIA,' the AIA Logo, and'AIA Corn tract nacumenis' are registered trademarks and may not be used without permisslon. This document was produced 12
by AM softwsre at 18:44:29 FT on 00117/2022 under order No.7357118434 which expires on 0M112022, is not for resale, Is Ilean sed for ono -lime use only, and
may only be used In aocordanca with the AIA Contract DocumentssToans of Service. To re part copyright violations, e-maU copyright®aia.org.
User Hates: (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE75F566-0A07-4EC9-B10E-017579E19689
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. If appropriate, the Architect shall prepare and issue supplemental Drawings and
Specifications in response to the requests for information.
§ 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals transmitted by the Construction
Manager in accordance with the requirements of the Contract Documents.
§ 3.6.5 Changes In the Work
§ 3.6.5.1 The Architect shall review and sign, or take other appropriate action, on Change Orders and Construction
Change Directives prepared by the Construction Manager for the Owner's approval and execution in accordance with
the Contract Documents.
§ 3.6.5.2 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. Such changes
shall be effected by written order issued by the Architect through the Construction Manager.
§ 3.6.5.3 The Architect shall maintain records relative to changes in the Work.
§ 3.6.6 Project Completion
§ 3.6.6.1 The Architect, assisted by the Construction Manager, shall:
.1 conduct inspections to determine the date of Substantial Completion and the date of final completion;
.2 issue a Certificate of Substantial Completion prepared by the Construction Manager,
.3 review written warranties and related documents required by the Contract Documents and received
from the Contractors, through the Construction Manager, and
.4 after receipt of a final Contractor's Application and Certificate for Payment or a final Project
Application and Project Certificate for Payment from the Construction Manager, 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 shall be conducted with the Owner and Construction Manager to (1) check
conformance of the Work with the requirements of the Contract Documents and (2) verify the accuracy and
completeness of the lists submitted by the Construction Manager and Contractors 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 each of the Contractors, including the amount to be retained from the Contract
Sum, if any, for final completion or correction of the Work.
§ 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractors, through
the Construction Manager. (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 Contractors under the Contract Documents.
§ 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion,
the Architect shall, without additional compensation, conduct a meeting with the Owner and Construction Manager to
review the facility operations and performance.
ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES
§ 4.1 Supplemental Services
§ 4.1.1 The additional services listed in Exhibit C are not included in Basic Services but may be required for the
Project. The Architect shall provide the listed Supplemental Services only if specifically selected by future addendum
as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. Unless
otherwise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties
agree that the listed Supplemental Service is not being provided for the Project.
Init. AIA Documu nt 19132' _ 2019. Copyright O 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The *American Institute of
Architects; 'AIA; the AIA Logo, and *AIA Contract Documents' are registered trademarks and may not be used without permbs ;on. This document was produced 13
by AIA software at 16:44:29 ET on 03/17/2022 under Order No.7357118434 which expires on 00/21/2022, Is not for resale, Is Ilecnsed for ono -tune us only, and
f may only be used In accordance with the AIA Contact Documents* Terms of Service. To report copyright violations, e_=1 copyrlghteate.org.
User Notes: (1148409197)
DocuSign Envelope ID: 5F2lC1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F568-0A07-4EC9-B10E-017579E19BB9
(Paragraph deleted)
Defer to Exhibit C Fee Schedule for list of Basic and Additional Services.
(Table deleted)
§ 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. L I or, if set forth in an exhibit,
identify the exhibit. The A1A publishes a number of Standard Form ofArchitec!'s Services documents that can be
included as an exhibit to describe the Architect's Supplemental Services.)
See Exhibit C
§ 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is
provided below.
(Describe in detail the Owner's Supplemental Services identified in Section 4.1.1 or, lfset forth in an exhibit, identify
the exhibit)
§ 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental
Service, the Sustainability Services required in AIA Document E235Tm-2019, Sustainable Projects Exhibit,
Construction Manager as Adviser Edition, attached to this Agreement. The Owner shall compensate the Architect as
provided in Section 11.2.
§ 4.2 Architect's Additional Services
The Architect may provide Additional Services after execution of this Agreement, without invalidating the
Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in
accordance with this Section 4.2 shall entitle the Architect to 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 Services, the Architect shall notify the Owner
with reasonable promptness and explain 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 change in the Initial Infortriation, previous instructions or recommendations
given by the Construction Manager or the Owner, approvals given by the Owner, or a material change
in the Project including size, quality, complexity, building systems, the Owner's schedule or budget for
Cost of the Work, constructability considerations, procurement or delivery method, or bid packages in
addition to those listed in Section 1.1.6;
.2 'Making revisions in Drawings, Specifications, or other documents (as required pursuant to Section
6.7), when such revisions are required because the Construction Manager's estimate of the Cost of the
Work exceeds the Owner's budget, except where such excess is due to changes initiated by the
Architect in scope, capacities of basic systems, or the kinds and quality of materials, finishes or
equipment;
.3 Services necessitated by enactment or revision of codes, laws, or regulations, including changing or
editing previously prepared Instruments of Service;
A Changing or editing previously prepared Instruments of Service necessitated by 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;
.5 . . Services necessitated by decisions of the Owner or Construction Manager not rendered in a timely
manner or any other failure of performance on the part of the Owner, Construction Manager or the
Owner's other consultants or contractors;
.6 Preparing digital models or other design documentation for transmission to the Owner's consultants
and contractors, or to other Owner -authorized recipients;
Init AM Document B1132' - as is. Copyright O 1992. 2009. and 2019 by The American Inatitulo of Architects. All rfghts reserved. The'American Inslilule of
Architects,'AIA; the AIA Logo, 8nd WA Contract 0ocumen1s' are registered trademar&s and may not be used without permission. Thlsdocumaniwas produced 14
by AIA software at 16:44:29 8T on 0311712022 under 0rderNo.7357118434 whkh expires on 0K112022, is not Tor resale, is licensed torane4ma use only, and
t may anly be used In accordancewM the AIA Contract 0ocumentae Terns of Service. To report copyright viWallcns, e-mai copy fig ht@eW,arc.
User Notos: t11148409197j
DocuSign Envelope ID: 5F2lC1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F588-0AD7-4EC9•B10E-M7579E19B69
.7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner
or Construction Manager;
.B Preparation for, and attendance at, a public presentation, meeting or hearing;
.9 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where
the Architect is party thereto;
.10 Evaluation of the qualifications of entities providing bids or proposals;
.11 Consultation concerning replacement of Work resulting from fire or other cause during construction; or
.12 Assistance to the Initial Decision Maker, 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 with reasonable promptness, and explain the facts and circumstances giving rise to the need. 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. The Owner shall compensate the Architect
for the services provided prior to the Architect's receipt of the Owner's notice:
.1 Reviewing a Contractor's submittal out of sequence from the Project submittal schedule approved by
the Architect;
.2 Responding to the Contractors' requests for information that are not prepared in accordance with the
Contract Documents or where such information is available to the Contractors from a careful study and
comparison of the Contract Documents, field conditions, other Owner -provided information,
Contractor -prepared coordination drawings, or prior Project correspondence or documentation;
.3 Preparing Change Orders, and Construction Change Directives that require evaluation of Contractors'
proposals and supporting data, or the preparation or revision of instruments of Service;
.4 Evaluating an extensive number of Claims as the Initial recision Maker, or
.5 Evaluating substitutions proposed by the Owner, Construction Manager or Contractors and 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
Services. When the limits below are reached, the Architect shall notify the Owner.
TBD upon addition of construction phase services by amendment
.1 ( ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the
Contractors
.2 ( ) visits to the site by the Architect during construction
.3 ( ) inspections 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
A ( ) inspections for any portion of the Work to determine final completion
§ 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 days after (1) the date of Substantial Completion of
the Work, or (2) the anticipated date of Substantial Completion identified in the Initial Information, whichever is
earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing
those Construction Phase Services.
§ 4.2.5 If the services covered by this Agreement have not been completed within twenty-four ( 24 ) 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.
ARTICLES 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, including a written program which shall set forth the
Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility,
expandability, special equipment, systems and site requirements.
§ 5.2 The Owner shall retain a Construction Manager to provide services, duties and responsibilities as described in
AIA Document C132-2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser.
The Owner shall provide the Architect with a copy of the scope of services in the agreement executed between the
Init. AIA Document B132- - 2019. Copyright O 1992. 2009, and 2019 by The American institute of Arehl Bets. All rights reserved. The "American Institute of
Archllects,"AIA,' the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This documenl waa produced 15
by AIA software at 16:44:29 ET on 03117/2022 under Order No.7357118434 which expires on 0021/2022, Is not for resale, Is ticansed for one-time use only, and
f may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, email copydght®aia,org.
User Notes: (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EEI5F568-0A07.4EC9-B1OE-017579EI9BB9
Owner and the Construction Manager, and any subsequent modifications to the Construction Manager's scope of
services in the agreement.
§ 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. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the
Owner shall notify the Architect and the Construction Manager. The Owner and the Architect, in consultation ►vith the
Construction Manager; 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 ben eft, 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 clements of the Project prior to the completion o€'aII relevant
Construction Documents, and costs for the Contractors 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
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.
§ 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, casements, 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.
§ 5.7 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1.
§ 5,81f the Owner identified a Sustainable Objectivc in Article 1, the Owner shall fulfill its responsibilities as required
in AIA Document E235TK-20I9, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, attached to
this Agreement.
§ 5.9 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.
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 Project. 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 furnish tests, inspections and reports required by law or the Contract Documents, such as
structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.
§ 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.
Init. AIA Document t3132'� —;!a I9+ CopyrtphtO 1992, 2009, and 2019 by The American Inalilute ofArchltecw All rights reserved. The'American Instilute of
Amhitecis; 'AIA,' the AEA Logo, and WA Contract Documents' are registered trademarks and may not be used without permission. Tnlsdocumentwes produced 16
by WA naftwarn at 16:44:29 ET on 03/1712022 under Order No.7357118434 which expires on 0812112022, is not roe resale, Es Ilcensed for one-time use only, and
y may only ba used in accordance with the AJA contract Vocurnentsa Tarms of SeMca. To report copyright vledations, e-mail copydght@ala.org-
liver Nolen: (1148409197)
DocuSign Envelope ID: 5F21C1EO-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F568-0A07-4EC9-B10E-017579E79BB9
§ 5.12 The Owner shall provide prompt written notice to the Architect and Construction Manager 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.
§ 5.13 The Owner shall communicate with the Contractors and the Construction Manager's consultants through the
Construction Manager about matters arising out of or relating to the Contract Documents. The Owner and
Construction Manager shall include the Architect in all communications that relate to or affect the Architect's services
or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct
communications between the Owner and the Construction Manager otherwise relating to the Project. Communications
by and with the Architect's consultants shall be through the Architect.
§ 5.14 Before executing the Contracts for Construction, the Owner shall coordinate the Architect's duties and
responsibilities set forth in the Contracts for Construction with the Architect's services set forth in this Agreement.
The Owner shall provide the Architect a copy of the executed agreements between the Owner and Contractors,
including the General Conditions of the Contracts 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 Construction Manager and Contractors to provide the Architect access to the Work wherever it is In
preparation or progress.
§ 5.16 Within 15 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 designed or specified by the Architect and shall include the Contractors' general conditions
costs, overhead and profit. The Cost ofthe Work includes the compensation of the Construction Manager and
Construction Manager's consultants during the Construction Phase only, including compensation for reimbursable
expenses at the job site, if any. The Cost of the Work also includes the reasonable value of labor, materials, and
equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation
of the Architect; the costs of the land, rights -of -way, financing, or contingencies for 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 once provided may be adjusted throughout the Project as required
under Sections 5.3 and 6.4. Evaluations of the Owner's budget for the Cost of the Work represent the Architect's
judgment as a design professional.
§ 6.3 The Owner shall require the Construction Manager 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 Construction Manager
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 Construction Manager's inaccuracies
or incompleteness in preparing cost estimates, or due to market conditions the Architect could not reasonably
anticipate. lie Architect may review the Construction Manager's estimates solely for the Architect's guidance in
completion of its services, however, the Architect shall report to the Owner any material inaccuracies and
inconsistencies noted during any such review.
§ 6.3.1 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists
between the Construction Manager's cost estimates and the Architect's cost estimates, the Architect and the
Construction Manager shall work together to reconcile the cost estimates.
§ 6.4If, prior to the conclusion of the Design Development Phase, the Construction Manager'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 Construction
Manager, 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 such adjustments.
Init AIA Doe ument 6132- -to i f. Copyright O 1992, 2009, end 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of
Architects.. AIA,' the AIA Logo, and "AIA Contract Documents' are registered trademarks and may not be used without permission. This document we produced 17
by AIA software at 18:44:29 ET on 03/172022 under Order No.7357118434 which expires on 08/21/2022, Is not for resale, Is licensed for one-time use only, and
/ may only be used In accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, a -mall oopyright@ala.org.
User Notee: (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F588-0A07.4EC9-B10E-017579E19BB9
§ 6.5 If the Construction Manager's estimate of the Cost of the Work at the conclusion of the Design Development
Phase exceeds the Owner's budget for the Cost of the Work, [lie Owner shall
.1 give written approval of an increase in the budget for the Cost of the Work;
.2 terminate in accordance with Section 9.5;
.3 in consultation with the Architect and Construction Manager, revise the Project program, scope, or
quality as required to reduce the Cost of the Work; or
A implement any other mutually acceptable alternative.
§ 6.6 If the Owner chooses to proceed under Section 6.5.3, the Architect, without additional compensation, 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. The Architect's revisions in the Construction Documents Phase shall be the limit of the Architect's
responsibility under this Article 6.
§ 6.7 After incorporation of modifications under Section 6,6, the Architect shall, as an Additional Service, make any
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 The Architect and the Owner warrant that in transmitting Instruments of 5eMce, 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.
§ 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 Architect grants to the Owner a nonexclusive license to use. the Architect's Instruments of Service solely and
exclusively for purposes of constructing, using, 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
Contractors, Construction Manager, Subcontractors, Sub -subcontractors, and suppliers, as well as the Owner's
consultants and Separate Contractors, to reproduce applicable portions of the Instruments of Service, subject to any
protocols established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for
the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license
granted in this Section7.3 shall terminate.
§ 7.3.1 In the event the Owner uses the Instruments of Service 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
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.
§ 7A 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 parry without the prior written agreement of the Architect, Any unauthorized use of the
Instruments of Service shall be at the Owner's sale 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.
Init. AIA Dotumant 013Z- _ 2019, Copyright 1992, 2009. and 2019 by The American Institute of Architects, All rights reserved. 7he'American Instituto of
Architect ."AIA; the AIA Logo, and'AtA Contract Documartts am real Me red trademarks end may not be used without permissian. This do" mentwas produced 18
by AIA software at 16:44:29 ET on 03/17/2022 undorOrder No.7357118434 which expires an 0812112022, Is not for resale, la licensed for one-time use only, and
may only be used In accordance with the AIA Contract Doeurrentse Terns of Service. To report vapydght violations, e-mail copyright®afa.org.
[User Note a: (t 148409197)
DocuSign Envelope ID: 5F2lC1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F568-0A07-4EC9-B10E-017579El9BB9
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 ofor
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 law. The Owner
and Architect waive all claims and causes of action not commenced in accordance with 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 AIA Document A232-2019, General Conditions of the
Contract for Construction. The Owner or the Architect, as appropriate, shall require of the Construction Manager,
contractors, consultants, agents and employees of any of them, similar waivers in favor of the other parties enumerated
herein.
§ 8.1.3 Intentionally omitted — See Sec. 12.014 for Indemnification Obligations.
§ 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 Agreement. This mutual waiver is applicable, without limitation, to all consequential damages
due to either party'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 subject to
mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien
arising out ofthe 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.
§ 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, 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 writing, delivered to the other party to this Agreement, and filed
with the person or entity administering the mediation. The request may be made concurrently with the filing of a
complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in
advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days
from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration
proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s)
and agree upon a schedule for later proceedings.
§ 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
be enforceable as settlement agreements in any court having jurisdiction thereof.
§ 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.)
[ ] Arbitration pursuant to Section 8.3 of this Agreement
[X ] Litigation in a court of competent jurisdiction
[ ] Other. (Species)
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 otherthan litigation, the dispute will be resolved in a court of competent
jurisdiction.
Init. AIA Document d132- _ 201 s. Copydght O 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of
Architects; 'AIA; the AIA Logo, and -AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 19
by AIA software at 16:44:29 ET on 03/17/2022 under Order No.7367118434 which expires on 0821/2022, Is not for resale, Is Iicansed for we•lime use only, and
/ may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, a -mall copyright®aia.org.
User Notes: (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE75F568-oA07-4EC9-B10E-017579E19BB9
§ 8.3 Arbitration
§ 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement any
claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by,
mediation shall be subject to arbitration, which, unless the parties mutually agree otherwise, shall be administered by
the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the
date of this Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this
Agreement, and filed with the person or entity administering the arbitration,
§ 8.3.1.1 A demand for arbitration shall be made no ear] ier than concurrently with the filing of a request for mediation,
but in no event steal I it be made after the date when the institution of legal or equitable proceedings based on the claim,
dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations
purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall
constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question.
§ 8.3.2 The foregoing agreement to arbitrate, and ocher agreements to arbitrate with an additional person or entity duly
consented to by parties to this Agreement, shall be specifically enforceable in accordance with applicable law in any
court having jurisdiction thereof.
§' 8.3,3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
§ 8.3.4Consolidatlon or Joinder
§ 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any
other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration
permits consolidation, (2) the arbitrations to be consolidated substantially involve common issues of law or fact, and
(3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).
§ 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a
common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided
that the party sought to be j6itied consents in writing to such joinder. Consent to arbitration 'involving an additional
person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not
described in the written consent.
§ 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this
Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and
Architect under this Agreement.
§ 8.4 The provisions of this Article 8 shall survive the termination of this Agreement.
ARTICLE 9 TERMINATION OR SUSPENSION
§ 9.1 If the Owner fails to snake payments to the Architect in accordance with this Agreement, such failure shall be
considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of
performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give
seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the
Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of
services. Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any
expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the
remaining services and the time schedules shall be equitably adjusted.
§ 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 the
interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time
schedules shall be equitably adjusted.
§ 9.3 If the Owner suspends the Project for more than 90 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.
InkAIA Doeumo nt B732' - tot 9. Copyright O 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute of
Architects; 'AIA,' the AIA Logo, and 'AIA Contract Documents' are registered trademarks and may not be used without permiss[on. This document was produced 20
by AIA software at 16:44:29 ET on 03/17/2022 under Order No.7357119434 which expires on 00/21/2022. Is not for resale. Is tie eased for one-time use only, end
/ may only be used In accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-maa copydght@eia.org.
User Notes: (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F568-0AD7-4EC9-B10E-D17579E19BB9
§ 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party
fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the
termination.
§ 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the
Owner's convenience and without cause.
§ 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or if the Architect terminates
this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services 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 Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the
Architect the following fees:
(Set forth below the amount of any termination or licensing fee, or the method for determining any termination or
licensing fee. )
.1 Termination Fee:
N/A
.2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service:
N/A
§ 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of
Substantial Completion.
§ 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 and Section 9.7.
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that
jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the
Federal Arbitration Act shall govern Section 8.3.
§ 10.2 Terns in this Agreement shall have the same meaning as those in AIA Document A232-2019, General
Conditions of the Contract for Construction, Construction Manager as Adviser Edition, except for purposes of this
Agreement, the tern "Work" shall include the work of all Contractors under the administration of the Architect and
Construction Manager.
§ 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, and 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 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 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.
Init AIA Document 6132- - 20 12. Copyright el 1992, 2009. and 2019 by The American Institute of Architects. A8 rights reserved. The 'American Institute of
Architects; -AIA; the AIA Logo, and 'AIA Contract Documents' are registered trademarks and may not be used without permission. Thin document was produced 21
by AIA software at 16:44:29 ET on 03/17/2022 under Order No.7357118434 which expires on 08/21/2022, is not for resale, Is Ilcansed for One-time use only, and
/ may only be used In accordance with the AIA Contract Doeumentse Terms of Service. To report copyright violations, e-mau oopydght®ala.org.
Uner Notes: (1145409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F588-0A07-4EC9-B1 OE-01 7579EI GBB9
§ 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 otherwise required in this Agreement, 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 Itave the right to include photographic or artistic representations of the design of the Project
anion the Architect's promotional and professional materials. The Architect shall be given reasonable access to the
completed Project to make such representations. However, the Architect's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific
information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for
the Architect in the Owner's promotional materials for the Project. 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 If the Architect or Owner receives information specifically designated as "confidential" or "business
proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other
person except as set forth in Section 10.8. 1. This Section 10.8 shall survive the termination of this Agreement.
§ 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days' notice to
the other party, when required by law, arbitrator's order, or court order, including a subpoena or other form of
compulsory legal process issued by a court or govemmental entity, or to the extent such information is reasonably
necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such
information to its employees, consultants, or contractors in order to perform services or work solely and exclusively
for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure
and use of such information as set forth in this Section 10.8.
§ 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.
ARTICLE 11 COMPENSATION
§ 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as
follows:
.1 , Other
(Describe the method ofcvmpensafion)
The initial contract includes:
Part 1: Conceptual/ Schematic Design
Purl 2: Support for the Land Use Application and review process
Part 3: Design Development
Part 4: Approval Documents -recordation support
Part 5: Construction Documents
Progress billing, not to exceed phases 1-5, as described in attached Exhibit C Updated Fee Schedule provided the
Owner notify the Architect of the selected option for each phase prior to the commencement of work.
If, at the conclusion of"Part 1 Conceptual/Schematic Design" the scope of the project varies from that as described in
Exhibit A by greater than 10%, the parties reserve the right to review and revise compensation total as stated above.
Additional portions of work may be added as the project moves forward, by amendment:
(Paragraph deleted)
Part 6: Supporting the Building Permit Application Process
Part 7: Construction Administration
(� AIA Document B132" - 2ott1. CopydghtO 1992.2009, and 2019 by The American Institute of Architects. All rights reserved. The 'American Institute or
Architects; "AIA,' the AIA Logo, and 'AIA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 22
by AIA software at 16:44:29 ET on 03/17/2022 under Order No.7357118434 wfdch expires on 08NIr2= Is not for resale, Is licensed for an"ima use only, and
/ may only be used In accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail copyright®ala.org.
User Notes: (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F566-0A07.4EC9-B10E-017579E19BB9
Part 8: Project Closeout and Warranty Support
As described in attached Exhibit A Land and Shelter, Inc. Proposal dated December 14, 2021, and Exhibit B City of
Aspen Request for Proposals 2021-239 Architecture & Engineering Design Team for the" Burlingame Childcare
Center" dated October 22, 2021.
§ 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)
Additional services may be added by written amendment
§ 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.)
Additional services may be added by written amendment
§ 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in
Sections 11.2 or 11.3, shall be the amount invoiced to the Architect plus five percent ( 5 a/o), or as follows:
(Insert amount of, or basis for computing, Architect's consultants' compensation for Supplemental or Additional
Services.)
Refer to Updated Fee Schedule Exhibit C
§ 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of
compensation for each phase of services shall be as follows:
(Table deleted)
Refer to Updated Fee Schedule Exhibit C for additional detail.
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 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of
Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent
budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted based on
subsequent updates to the Owner's budget for the Cost of the Work.
§ 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
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 in accordance with the Architect's and Architect's consultants' normal review practices.
(!f applicable, attach an exhibit of hourly billing rates or Insert them below.)
Refer to schedule of rates in attached Exhibit C Updated Fee Schedule
(Table deleted)
Init. AIA Document B132• - 2019. Copyright O 1992, 2009, and 2019 by The American Institute of Architects. All tights reserved. The *American Institute of
Architects"AIA; the AIA Logo, and -AIA Contract 0=jments' are regislered trademarks and may not be used without permission. ThEs document was producad 23
by AIA software at 16:44:29 ET an 03/1712022 under Order No.7357110434 which expires on 08/21/2022, Is not for resale, Is licensed for one -lime use only, and
/ may only be used In accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mall copydghtQata.org.
User Notes: (1148409197)
DocuSign Envelope ID: 5F21 C1 EO-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE16F568-OA07-4EC9-B10E-017679E19BB9
§ 11.8 Compensation for Reimbursable Expenses
§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services
and 'include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as
follows:
.1 Transportation and authorized out-of-town travel and subsistence;
.2 Long distance services, dedicated data and communication services, teleconferences, Project web sites,
and extranets;
.3 Permitting and other fees required by authorities having jurisdiction over the Project;
.4 Printing, reproductions, plots, and standard form documents;
.5 Postage, handling, and delivery;
.6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner,
X Renderings, physical models, mock-ups, professional photography, and presentation materials
requested by the Owner or required for the Project;
.8 If required by the Owner, and with the Owner's prior written approval, the Architect's consultants'
expenses of professional liability insurance dedicated exclusively to this Project, or the expense of
additional insurance coverage or limits in excess of that normally maintained by the Architect's
consultants;
.9 All taxes levied on professional services and on reimbursable expenses;
.10 Site office expenses;
.11 - Registration fees and any other fees charged by the Certifying Authority or by other entities as
necessary to achieve the Sustainable Objective; and
.12 Other similar Project -related expenditures.
§ 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architect's consultants as outlined in Exhibit C, Updated Fee Schedule.
§ 11.9 Architect's Insurance
If the types and limits of coverage required in Section 2.6 are in addition to the types and limits the Architect normally
maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional
coverages as set forth below:
(Insert the additional coverages the architect is required to obtain in order to satisfy the requirements set forth in
Section 2. 6 and for which the Otvrrer shall reimburse the Architect.)
§ 11.10 Payments to the Architect
§ 11.10.1 Initial Payments .
§ 11.10.1'A An initial payment. of ($ ) 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.
§ 11.10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of
($ . ) shall be made upon execution of this Agreement for registration fees and other fees payable to the Certifying
Authority and necessary to achieve the Sustainability Certification. The Architect's payments to the Certifying
Authority shall be credited to the Owner's account at the time the expense is incurred.
§ 11.10.2 Progress Payments
§ 11.10.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services
performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid forty five
days (45 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal
rate prevailing from time to time at the principal place of business of the Architect.
(Insert rate of monthly or annual interest agreed upon.)
3.25 %
§ 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 has been found liable for the amounts in a binding dispute resolution proceeding.
Init.AIA 0ocLima nt 8132- - io19. Cc py rig ht 0 1902. 2009, and 2019 by The American Institute of Arch lwcts. All fights reserved. The 'Am erican Inst lute of
Arc Iei:Js' -AiA,' the AIA Logo, and'AIA Contract Documents' are registered Iradernarks and may not be used without permission. Thlsdvcument was produced 24
by AIA software at 16:44:29 ET on 0311712022 under Order No,7357110434 which expires on 00/2112022, Is not for resale, Is iiconsed to one-time use only, and
t may only be used In accordance with the AiA Contract Doi umenis' Tarms of Servloa. To report copyright %iotallom. a- mall copyright[oa[a.org.
Una Notes: (1148409197)
DocuSign Envelope ID: 5F2lC1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F588-0A07-4EC9-B10E-017579E19BB9
§ 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and
services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times.
ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Special terms and conditions that modify this Agreement are as follows:
(Include other terms and conditions applicablc to this Agreement.)
§ 12.5 Tax -Exemption. All purchases of supplies, construction or building materials shall not include Federal Excise
Taxes or Colorado State or local sales or use taxes. The Owner's State of Colorado tax identification number is
98-04557. The Owner's Federal Tax Identification Number is 84-6000563.
§ 12.6 Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing
contained in this agreement shall result in or be construed as establishing an employment relationship. Architect shall
be, and shall perform as, an Independent Contractor who agrees to use his or her best efforts to provide the said
services on behalf of the Owner. No agent, employee, or servant of Architect shall be, or shall be deemed to be, the
employee, agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The
manner and means of conducting the work are under the sole control of Architect. None of the benefits provided by
Owner to its employees including, but not limited to, workers' compensation insurance and unemployment insurance,
are available from Owner to the employees, agents or servants of Architect. Architect shall be solely and entirely
responsible for its acts and for the acts of Architect's agents, employees, servants and consultants during the
performance of this contract. Architect shall indemnify Owner against all liability and loss in connection with, and
shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required
under unemployment insurance, social security and income tax law, with respect to Architect and/or Architect's
employees engaged in the performance of the services agreed to herein.
§ 123 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or
addresses listed below or mailed by certified mail return receipt requested, to:
Owner:
City Manager
City of Aspen
427 Rio Grande Place
Aspen, Colorado 81611
With a copy to: ,
James R. True, Esq.
City Attorney
427 Rio Grande Place
Aspen, Colorado 81611
§ 12.8 Non -Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual
orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of
persons to perform services under this contract. Architect agrees to meet all of the requirements of Owner's municipal
code, Section 13-98, pertaining to non-discrimination in employment.
§ 12.9 Waiver. The waiver by the Owner of any term, covenant, or condition hereof shall not operate as a waiver of
any subsequent breach of the same or any other tern. No term, covenant, or condition of this Agreement can be
waived except by the written consent of the Owner. Forbearance or indulgence by the Owner in any regard
whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Architect to which the
same may apply and, until complete performance by Architect of said term, covenant or condition, the Owner shall be
entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or
indulgence.
§ 12.10 Execution of Agreement by Owner. This agreement shall be binding upon all parties hereto and their respective
heirs, executors, administrators, successors and assigns. Notwithstanding anything to the contrary contained herein,
Init AIA Document B1132- _ 201 e. Copyright O 1992, 2009, and 2010 by The Amerk en InaUtute of Archlteuis. All fights reserved. The 'American Institute of
Architects; -AIA; the AIA Logo, and 'AIA Contract Documents' are registered trademarks and may not be used without permias[on. This document was produced 25
by AIA soawera at 16:44:29 ET on 03117/2022 under Order No.7357119434 which expires on 00/21/2022, Is not for resale. Is licenaed for one-time use only, and
/ may only be used In accordance with the AIA Contract Documentse Terns of Service. To report copyright violations, e-mail eopyright@ala.org.
User Notes: (1148409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F588-OA07-4ECO-B10E-01757GE19BBO
this Agreement shall not be binding upon the Owner unless duly executed in accordance with the requirements of the
Owner's municipal code by the Mayor of the City of Aspen, or a duly authorized official in his absence, following
approval of City Council.
§ 12.11 Worker Without Authorization prohibited — CRS §8-17.5-101 & §24-76.5-101
§ 12.11.1 Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21-1075 that
amended current CRS §8-17.5-102 (I ), (2)(a), (2)(b) introductory portion, and (2)(b)(111) as it relates to the
employment of and contracting with a "worker without authorization" which is defined as an 'individual who is unable
to provide evidence that the individual is authorized by the federal government to work in the United States. As
amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly
hiring a worker without authorization to perform work under a contract, or to knowingly contract with a Consultant
who knowingly hires with a worker without authorization to perform work under the contract. The law also requires
that all contracts for services include certain specific language asset forth in the statutes. The following terms and
conditions have been designed to comply with the requirements of this new law.
§ 12.11.2 Definitions. The following terms are defined by this reference are incorporated herein and in any contract
for services entered into with the Owner.
t. T-verify program" means the cicctronic employment verification program created in Public Law 208, 104th
Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is jointly administered by
the United States Department of Homeland Security and the social security Administration, or its successor program.
2. "Department program" means the employment verification program established pursuant to Section
8-17:5-102(5)(c):
3. "Public Contract for Services" means this Agreement.
4. "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not involving the
delivery of a specific end product other than reports that are merely incidental to the required performance.
5. "Worker without authorization" means an individual who is unable to provide evidence that the individual is
authorized by the federal government to work in the United States
§ 12.11.3 By signing this document, Consultant certifies and represents that at this time:
1. Consultant shall confirm the employment eligibility of all employees who are newly hired for employment to
perform work under the public contract for services; and
2. Consultant has participated or attempted to participate in either the e-verify program or the department program in
order.to verify that new employees are not workers without authorization.
§ 12.11.4 Consultant hereby confirms that:
1. Consultant shall not knowingly employ or contract with a worker without authorization to perform work under the
Public Contract for Services.
2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant that the
subconsultant shall not knowingly employ or contract with a worker without authorization to perform work under the
Public Contract for Services.
3. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to
perform work under the public contract for services through participation in either the a -verify program or the
department program.
4. Consultant shall not use the either the e-verify program or the department program procedures to undertake
pre -employment screening of job applicants while the Public Contract for Services is being performed.
Init. AIA Document 8132' — 2019. CopyrightC 1992, 2009, and 2019 by The Arnedcan fnWute of Architects. All sights reserved. The'American Institute of
Architects; 'fdA'th0 AIA Logo. and WA Contract Documents' aro registered trsdemnrks and may not ba used without permission. This documentwes produced 26
by AIA software at 16;44:29 aT on 031171202 2 under Order No.7357118434 whEsh expires on 08121/2022, Is not for resale, Is Ilea nasd for one-time use only and
! may only bo used In accordance with ft AIA Contract Documents" Terms of Service. To report copyright violations• n•rnall copydght@a[a.org.
User Notes: (114"09197)
DocuSign Envelope ID: 5F21 C1 E0-2AE3-45F8-835C-4C58CDC21833
DocuSign Envelope ID: EE15F568-0A074EC9-B10E-017579E19BB9
§ 12.11.5 If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for
Services knowingly employs or contracts with a worker without authorization, Consultant shall:
1. Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the
subconsultant is employing or subcontracting with a worker without authorization: and
2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to
this section the subconsultant does not stop employing or contracting with the worker without authorization; except
that Consultant shall not terminate the Public Contract for Services with the subconsultant if during such three days the
subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with
a worker without authorization.
§ 12.11.6 Consultant shall comply with any reasonable request by the Colorado Department of Labor and
Employment made in the course of an investigation that the Colorado Department of Labor and Employment
undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S.
§ 12.11.7 If Consultant violates any provision of the Public Contract for Services pertaining to the duties imposed by
Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. if this Agreement is so terminated,
Consultant shall be liable for actual damages to the Owner arising out of Consultant's violation of Subsection
8-17.5-102, C.R.S.
§12.12 It is agreed that neitherthis agreement nor any of its terms, provisions, conditions, representations or covenants
can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written
instrument fully executed by the parties.
§ 12.13 If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall not affect or
impair the validity, legality or enforceability of any other provision.
§ 12.14 Indemnification Architect agrees to indemnify and hold harmless the City of Aspen, its officers, and
employees from and against all liability, claims, and demands, on account of injury, loss, or damage, including without
limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any
other loss of any kind whatsoever, but only to the extent and for an amount represented by the degree or percentage of
negligence, or fault of the Architect, any subcontractor of the Architect, or any officer, employee, representative, or
agent of the Architect or of any subcontractor of the Architect, or which arises out of any workmen's compensation
claim of any employee of the Architect or of any employee of any subcontractor of the Architect. The extent of the
Architect's obligation to indemnify or hold harmless any indemnity obligee may be determined only after the
Architect's liability or fault has been determined by adjudication, alternative dispute resolution, or otherwise resolved
by mutual agreement between the Architect and the indemnity obligee. The Architect's duty to indemnify the Owner
under this provision shall be limited to the available proceeds of insurance coverage.
Nothing contained herein shall be construed or interpreted as denying to either party any remedy or defense available
to such party under the laws of the State of Colorado, including the Colorado Governmental Immunity Act. The City
of Aspen will indemnify, defend, and hold the Architect and its members, managers, officers, agents, and employees
harmless against any claim, demand, damage, injury, cause of action, cost or expense (including but not limited to
reasonable attorneys' fees), judgments, or other liability of any nature whatsoever incurred in connection with the
negligent or willful acts or omissions of the City of Aspen's officers, employees, or agents in connection with the
Project, provided that if the indemnity obligation stated above arises under circumstances in which the Architect also
owes a duty to indemnify the City of Aspen under this Section 12.14, the City of Aspen's indemnity shall also be
prorated to reflect its percentage of fault in the same manner as Architect's, above to the extent allowed by law.
§ 12.15 Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be
executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute
one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same
counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work,
and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the
Init AIA Document 8132• - 2 01s. CopydghtO 1992, 2009. and 2019 by The American Institute of Architects. A0 rights reserved. The 'American Institute of
Architects; •AIA,' the AIA Logo, and WA Contract Documents' are registered trademarks and may not be used without permission. Thrs document was produces 27
by AIA software at I BA4:29 ET on 03/17/2022 under Order No.7357119434 which expires on DWI/2022, Is not for resale, Is licensed for one-time use only, and
1 may only be used In accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mall copyright®aia.org.
User Notes: (1146409197)
DocuSign Envelope ID: 5F21C1E0-2AE3-45F8-835C-4C58CDC21833
DocuSlgn Envelope ID: EE15F568-OA07-4EC9-B10E-017579E19BB9
Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in
electronic form or because an electronic record was used in its formation. The Parties agree not to object to the
admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a
paper copy of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic
signature or that it is not in its original form or is not an original.
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 B132T"�2019, Standard Form Agreement Between Owner and Architect. Construction
Manager as Adviser Edition
(Paragraphs deleted)
.2 Exhibit A Land and Shelter, Inc. Proposal dated December 14, 2021
(Paragraphs deleted)
,3 Exhibit B City of Aspen Request for Proposals 2021-239 Architecture & Engineering Design
Team for the "Burlingame Childcare Center" dated October 22.2021.
Exhibit C Updated Fee Schedule
(Paragraphs deleted)
AgW49&W is entered into as of the day and year first written above. °
Am �. �n:ererttlx�tn.
S �
❑ (3ig►raaure) ARCH RECT (Signature)
Sara G. Ott city Manager Andrea Korber owner/Principal, Land+shelter, Inc.
(Printed name and title)
3/28/2022 1 4:05:18 PM PDT
(Printed name, title, and license number, if
applicable)
Init. AIA Document 0132' - zo1 s. CapyrightZ 1992. 2009, and 2019 by The Amerimn Institute of Architects. All rfghts reserved. The'American Institute of
Architects."AIA,'th0 AIA Logo, and WA Contract Documents' are registered trademarks and may not be used without permission. This document was produced 28
by A1A software at 16:A4:29 ET on 03117nO22 under Order No.7357118434 which expires cn 08r2112022, Is not for resale, Is licensed fercne4lme use only, and
1 may only be used In accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e•ma11 copyright@ala.org.
U{7 f46A09197]
aer Note a: