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HomeMy WebLinkAboutresolution.council.075-23RESOLUTION #075 (Series of 2023) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND OTAK, 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 a contract for design and engineering services for the Parks Office remodel, between the City of Aspen and Otak, 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 Contract for design and engineering services for the Parks Office remodel, between the City of Aspen and Otak, 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. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 23rd day of May, 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, May 23, 2023. cw- c Nicole Henni g, City Clerk DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-06lC47lA5DC7 AIA Document 81Off®- 2D1l Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the 11 th day of May in the year 2023 (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) City of Aspen Parks and Open Space Department 427 Rio Grande Place Aspen, CO 81611 and the Architect: (Name, legal status, address and other information) Otak, Inc. 1444 Wazee Street Suite 100 Denver, Colorado 80202 for the following Project: (Name, location and detailed description) Project #: 2022-295-2 Aspen P&OS Office Renovation 585 Cemetery Lane Aspen, Colorado 81611 The Owner and Architect agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Init. AIA Document B101 —2017. Copyright© 1974, 1978, 1967, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1603055183) DocuSign Envelope ID: 79F81 F9F-E1 B8-4A60-893C-061 C471 A5DC7 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project: (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) Per discussions with the City, planning work will be conducted in coordination with Otak, yet directly contracted and billed with the city. It is intended the selected consultant ("Planner") will work in tandem with the design team by joining meetings, coordinating documents with the team, attending and leading planning meetings with the City for review and coordination specification requirements for the Contract Documents with Otak. The Planner fees and contract shall be coordinated under separate cover by others. The Planner shall be responsible for proper verification of zoning, permit requirements for proposed development, coordinate the approval process as required for Phase II (and Phase III if approved), coordinate conditional use review as required, advise and lead public meetings as required, coordinate applications with Rosenfeld Design [Local Associate Architect (LAA)], or any additional procedural considerations that could impact scope, timeline, or budget. The project will include two (2) buildings and associated improvements on the existing site. For details on the scope of work, building construction types, current zoning, and other information refer to the Phase I submittal, 21089.000_Otak—Aspen POS Phase I Deliverable_2023.02.22, as submitted on February 22, 2023, and as an attachment to this document. § 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.) Init. AIA Document B101 — 2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07108/2023, is not for resale, is licensed for one-time use only, and may only be used in f accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C471A5DC7 § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) Refer to Attachment C of the Phase II Fee Proposal for detailed cost estimate. § 1.1.4 The Owner's anticipated design and construction milestone dates: Design phase milestone dates, if any: Phase II Kickoff: June 5, 2023 Schematic Design: July 17, 2023 CM/GC Onboarding: August 28, 2023 Design Development: October 23, 2023 Construction Documents: November 15, 2023 .2 Construction commencement date: January 01, 2024 .3 Substantial Completion date or dates: November, 16, 2024 .4 Other milestone dates: Construction Manager as General Contractor Selection: August 28, 2023 § 1.1.5 The Owner intends the following procurement and delivery method for the Project: (Identify method such as competitive bid or negotiated contract, as well as any requirements for accelerated or fast -track design and construction, multiple bid packages, or phased construction.) Construction Manager as General Contractor Selection; multiple bid packages may be required per coordination with selected CMGC to meet milestone dates. § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any.) Design to follow the City's goals of maximizing adaptive reuse and electrification of the facility. Note, Owner is not pursing LEED Certification or similar as part of the scope of work.) § 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete and incorporate AIA Document E204Tm-2017, Sustainable Projects Exhibit, into this Agreement to define the terms, conditions and services related to the Owner's Sustainable Objective. If E204-2017 is incorporated into this agreement, the Owner and Architect shall incorporate the completed E204-2017 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 The Owner identifies the following representative in accordance with Section 5.3: (List name, address, and other contact information.) Not Applicable § 1.1.8 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. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 3 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C471A5DC7 (List name, address, and other contact information.) § 1.1.9 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) Geotechnical Engineer: .2 (Paragraphs deleted) Other, if any: (List any other consultants and contractors retained by the Owner.) Aspen -specific Planning Consultant Alan Richman 225 W Mill St #208 Aspen, CO 81611 970-920-1125 § 1.1.10 The Architect identifies the following representative in accordance with Section 2.3: (Ust name, address, and other contact information.) § 1.1.11 The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.11.2: (List name, legal status, address, and other contact information.) § 1.1.11.1 Consultants retained under Basic Services: .1 Structural Engineer: Otak, Inc. .2 Mechanical, Electrical, Plumbing, IT, AV, Security, Energy Modeling Engineer: WSP USA 5613 DETC Parkway (Paragraphs deleted) Greenwood Village, CO 80111 § 1.1.11.2 Consultants retained under Supplemental Services: Rosenfeld Design, LLC 81 Crescent Place Glenwood Springs, CO 81601 CMW Roof Consulting 11651 Baca Road Conifer, Colorado 80433 Init. AIA Document B101 — 2017. Copyright© 1974, 1978, 1967, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 4 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-693C-061C471A5DC7 § 1.1.12 Other Initial Information on which the Agreement is based: Not Applicable § 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 E203Tm-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 E203Tm-2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202Tm-2013, Project Building Information Modeling Protocol Fonn, 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. 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. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's 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 professional judgment with respect to this Project. § 2.5 The 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. § 2.5.1 Commercial General Liability with policy limits of not less than One Million ($1,000,000 ) for each occurrence and Two Million ($2,000,000 ) in the aggregate for bodily injury and property damage. § 2.5.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Architect with policy limits of not less than One Million ($1,000,000 ) 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. § 2.5.3 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 2.5.1 and 2.5.2, 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 actual payment by the underlying insurers. Init. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 5 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-06lC47lA5DC7 § 2.5.4 Workers' Compensation at statutory limits. § 2.5.5 Employers' Liability with policy limits not less than One Million ($1,000,000 ) each accident, One Million ($1,000,000 ) each employee, and One Million ($1,000,000) policy limit. § 2.5.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than Two Million (2,000,000) per claim and Four Million ($4,000,000 ) in the aggregate. § 2.5.7 Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an 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. § 2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.5. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in this Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental or 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 and the Owner's 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 and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission, or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect 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 not be responsible for an Owner's directive or substitution, or for the Owner's acceptance of non-conforining Work, made or given without the Architect's written approval. § 3.1.5 The Architect shall 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. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for fling 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 Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, the proposed procurement and delivery method, and other Initial Information, each in terms of Init.AIA Document B101 — 2017. Copyright 01974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 6 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfogaiecontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C471A5DC7 the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, for the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider sustainable design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1.1. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule, and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 3.2.8 The Architect perform up to, but not more than, two (2) site visits during the Schematic Design phase. § 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 Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish, in general, their quality levels. § 3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. § 3.3.4 The Architect perform up to, but not more than, two (2) site visits during the Design Develoment phase. § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall 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 perfonnance 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 Init. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 7 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in f accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-061C47lA5DC7 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, the Architect shall assist the Owner in the development and preparation of (1) procurement information that describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications, and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3. § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval. § 3.4.6 The Architect perform up to, but not more than, three (3) site visits during the Construction Documents phase. § 3.5 Procurement Phase Services § 3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Schematic Design Documents, the Architect shall assist the Owner in (1) creating and delivering Request for Qualification documentation for selection of Construction Manager as General Contractor; (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 in bidding the Project by: .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre -bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and, .4 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 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. (Paragraphs deleted) § 3.6 Construction Phase Services § 3.6.1 General § 3.6.1.1 The of,the Conu-act hetween the Owncr -Lind Il)c Connraclor as act I61-111 below and ill .-NM DOCnnioni ,A201"11-2017. General Conditions ()['tile COnlrael Ioa- COINIRICk011. II'tl)e Owner and Contractor nlodii'N M'A lXocuroent Ui)1-2017, Il)osc innditications shall not ol'lecl thr Ardiiiucl s serviCCS under this Ai,,recment unicsc� thy° (_7vv11cr and the :Nrcllik"A anl,•nd Ihis ;1 �rooivrnl § 3.6.1.2 TI)e Architecl shall advise and consult with the Owner durim� the Construction Those Service:;. lIv rlrchilcct Shall have authority to act on behall'of the Owner only to the eXlent provided ill this ,\�,r�clllelll. I Ile Arcliitrcl shall not have control over_ char e ol'. or responsibility liar the conslructio�n means_ methods, techniques. scqucnce; ur procedures_ or Ibr safety precautions and programs in connection will) the N'ol'k. nor shall the ;lrchilcct be responsihIc hor the Contractor's I'liilure to perl'arm the 11'ork in accordance wilh the requirements of the Contract Docnnlcnl,s. Tlic Init. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 8 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in r accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-06lC47lA5DC7 1ICIfiIccI .li;tll he rc,:ponsi h I li,r the Architec I's nc IigcnI acts or 0111 iS5ion s, but shall not h;wVc ION Cl-orchor,—' c ol, and drill nol he responsihlc for. act.; or oinksions of the Contractor or ol,anv olio persons or entities perlbrntin-, porlioits ol'ihe Work, 3.6,1.3 '�lihject to Suction 4_1 and except as provided in Sccliun.1.6-0.5, the Architect"s responsibility to priw-idc Construclion Phasc 5cI'VWCs Conmtcnccs with the award ol'Ihc Cottlracl for Cottslruclion and Icrntinalcs on the (title the issues the lnal ('CI.INIcale lot- Pavmcnl. t; 3.6,2 Evaluations of the Work 3.6.2.1 I'hc .lrrhiwo shill visit the site ;II intcrNals approl,ri;ilc 10 the slagc of construction_ or aS olhcrwisc ra.luired ill Section 1.2..;, lu hceontc w�cncrally familiar wilh the anti yn;dily of the portion ohlhc WOO, complCled_ and to dctcrminc, in 't�crtcral_ il'ihc 1\ orl, observed is hcing 1):11i1'ntcd in it manner inclicoling tllat the Work' when fully coniplclttl. will he in accordance w'ilh the Conlr,tcl Documents. I Io%vcvcr. Iltc Archiiccl shall not be required (o Inakr e:,:huustil e or conlinuous on -site inspcclioils to check the quality or quantily ol'lhe 1Vork. On the basis ohthc situ visits. the ,lrchilco shall keep the Owner rrrsonahly informed,l-lout the prozrCSS and quality ol'lhc portion ofthc LVorlc complclecl, and promptly report (o the O1Vltel' ( i ) l.novvn deviations from the Contract Documents. (2) known deviations front II)c mosl rcccnl con-:uucliun SchcClulC snhmiucd by the Contractor. and (3) dciccts Lind dellciencies .1-1k. rvcd in the 1Vork. § 3.6.2.2 i' IC At'chilect has the authority to rciccl 1Voik that does not con(i01,111 to the Contract Documcnts. 1Vhcncvcr the Archilecl eonsidcrs it necessaq' or advisahle, the Archi(ecl shall have the authority to regttilre inspection or testinu ol'the 'v ork in accordance with the provisiolts of Ilre Colltl%1 t DOCLIHICnlS, avh(:Iher or not the WOI'l< is fabricated, ins;fallcd or cruupleted. 1-lo�.vevcr. neither [his authority ol'thc ,'Architect nor it decision made in good faith either to exercise of. not to exercise .such aulhorily shall ivc rise Io a duty or responsihilil) of the .Architect to the ConLt'aclor. 5uhconl.raclors, s,uppliet's, their agcnls or employees. or other pet_sons or enlilics perfbrmin��• portions of the Work. d :3.6.2.3 1 he :Archilect shall interpret an(I (ICCidC ntnUcrs coneci-nin', perlitf.ttttutcc tllldcr. and requirements ol, the CO I)O IImCIttS on written rc[ltIC';1 of cilhCI_ the ( )WI cr or ('oniral tor. I he ;ArchitCCCS response to such re(Iucsls shall he m;tdc in wrililvl within ;tn) tittle limits n_rccd upoll or olhcm,ise with rrtsonrthlc promptness. 3.6.2.4 lnlcrprctafion.s and decisions of the Archiwul shall he contiislcnl with the intent Of. and reason;ihly inferable Irorn_ Ilto ColtlraCI I)OCLInICttIF Lind shall he in wri(ilw Ill- in the liirnt When mal:in" such inicrprctations and decisions. the ,Architect Shall endeavor to sccurc fnidtllrl perfornurncc by hoth Owner and Contractor. shall not show partiality to either. and shall nol he liable I'or results ol'inlerprclalions or decisions rendered in !good faith. flit rAfchitecl's decisions on matters rclatim- to ncsilielic Jlucl Shull be Final ifconsistent with the intent expressed in the ('onlr;Icl I)ocllmCnU. § 3.G,Z.. i I nlrrs the Owner and C'oIll rac(or clrsi,,ll lIc another person to scn'e Lis an Initial Decision Illakcr. as that term I,; dcfincd nt AIA Docnntcnt A201-2017. the Archilcct shall render initial decisions on Claims between the Ow/ncr and ('onlinetnr ifs pru� ided in the COttIf.aC( Docuntcnls, tj 3,6.3 Certificates for payment to Contractor C; 3.6 3.1 'file Archilecl shall review ;rlul ccrtilw the amounts (life the Contractor and shall issue certllicatea in such amounts. I he ;Architect's cerlihuilliou for paymcnl shall eonslilulc it representation to the ()1vner, hasccl on the :lrchitccls evaluaiion ol•Ihc NVorl, as provided in Scclion .,.6.2 ;Ind on the dam comprisliw, the Contractors Appliralion for Pavnunt, that, to the hest oflhe:lrcltilect's Icnow•Icd-c, inlot'mation and heliel'. the AVork has pro;Iresscd to the point ittdicaled. the qualily ol'Ihe AVorlc is in accordance with the Conu'act DOCHIllUttt5. and Ihal the ('onlraclor is entitled to pLlvmCnt in dtc amount ccrlilicd. The rcprescntutious ntc suh'CUt to ( i I ❑n cvnluntion ol'lhc AA nr k I�,r coidorntattcc w ilh ncc ('onlract I)ocunx•n(s upon 5uhslantial C'ontplclion. (?) resulls ot'suhscqucnl (csls nod inspeclious, (3) correction ol'ntinnr dCylflli011" from the Coniroct f)ocuIll cllk prior to completion, and (4) specil'ic qualilicnlit:nts c>;picsscd kY Ilic'Arcltitecl. 3.6.3.2'I'he issuance of n ('crlilic;tic for Payment shLlll not he a represcmation Ihal the Architect has ( i ) made CNIMLISHVC or continuous ott-site inspections to check file (Iuality or quantity- ol'the \Work, (2) reviewed axulruclion nn°Ihod';, Icchniqu,s_ scr.Iucnce.,q or procedures. (:;) reviewed copies ol,requisitions rcecivc�d front tinhcontr;tclors and suppliers and odtcrdala rcqucstcd bt' the Owner to suhstanliatc the C'ontructot•'s ri<"ht to pay-mcllt, or (•1) ascertained hrn% or for what plirposc the C'onlraclor hay; used money prcviousIN' paid on account ol-Ihc Contract titan. Init. AIA Document B101 — 2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. ThFs document was produced at 9 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in / accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C471A5DC7 § 3.6.3.3 I'he Architect shall nlaint;lin if record of file Applicalions Anti Curlilicatcs lilr Pa. meal § 3.6.4 Submittals § 3.6.4.1 1 he Architect shall review the Contractors suhnutml schedule ilnd shall not unre.lsonllhldckl ur withhold approval of the schedule. I'hc Archilcct's action in eel iewin�, submittals ,hall bC t.lken in !ICCO d;lnrr Willi the approved sublililtal schedule or_ in file absence often approved suhnlillul schctlillc, \lidl reusonmblc pronlptnc!;sS tahiIC aII01, in1-1 ,sufficicnf time. in the Arcbilect's to permit Ilticquato review. § 3.6.4.2 The ,Architect shall review and approve. or take other appropriate action upon, the Coll1r: lor-s suhllitlals such is Shop Drawings. Product Data and Samples, but e111> for the limited purpose ol'checking [o1' colllorinimcc lailh inlornintion liven and the desion concept c.Xpressed in the ('ontrrct DOCIMI nls. Review of such stlhnlitl,lls is Hot lior the purpose ol'delcrmining Ill accuracy and completeness ofolhcr inlor[1lation such as dimensions, quantities. and installation or perlornl<lnce 01 equipment or systems_ which are the Contractor's resporlsihility. Tllc Archi[ect s rcvict\ shall not constitute approval ol'safety precautions or conslruclion means, nlclheds. technignC_ Sequences or procedures. The Architect's approval ofa spccilic item t;hall not indicate approval ofan asscnlhly ofwhich the i[enl is a arnlporlcnl. § 3.6.4.3 ll'the C'onu•act D001.II11CI1tS Spccillcatlrequire the Contractor to provide pr01'cssion;ll desi�,'n scrvice�1 or certilicalions by a cicsi 11 professional related to systcros, nLtlterials_ or equipnlenl, the .Architect Shull specily [he appropriate pellurnlance ,end desi"n crileri❑ thal such SUI-Viccti ulu,,t salislj.'I IL: Aichilc�:l shall IcviC\V nild Iilku appropriate action on Shop Drawings and other submittals related to the 114trk desi�oned or ccriilicd Iry the Conirac[or"s design professional_ provided the suhnliltilk hem. Stich se31 and vl hcn suhnliucd to tale Archi[CC(. The Archi[eel's rcviuly shall be hlrthc limited I) itrposc ofchcckiiw, forctmforntancc with infolnl;lli0]1 ,iven and the desitin concept expressed in the CollINWl 00CIIIIlenl5. fhc Afdlitccl ,,hall he cntiticd to rcIN upon, anti shall net be responsible lor, the Idcquac\ and accurat:v of the services. cerlilicmions_ and approl ttls performed or provided by such desilln professionals. § 3.6.4.4 Suhjccl to SCC6011 the Architect shall I'C1-1Ct1and rcSptlnd to Irquesls lire inlurnllllion ahunt the ('only;u Documents. I -lie ,Architect Shull set lorlh. in the Contract Docunlews, file retplircments liar retplcsts 10r inl'Ornwfion. Requests for inlornlalien shall include, .It a minimum, 3 detllilcd Wrillcn stillenlent Ihat indica[es tilt: spcci lie Drai ins or Specifications in need ol'claril ',160n and the n3lure of the clarilication requested. The Archi[cct"s response fe such rcqucsts shall be made in writing withill and time limits iWIrcd upon, or olllcrwisc W ilh rcasunnhlc promptness. 11' :lpprnpri.11c. the Arcllilccl L,hmll proparc anti is •uc suliplrnunlal Drawings and Spccilicmtion:; in rc:;pollse to [lie, requests lot. ill lixnrl6on. § 3.6.4.5 The ,Architect shall maintain a record of submittals and cepics 01'suhnlitt3ls supplied by the ('nntr:Iclar in accordance with the requiremenls ofthe Contract Docunlelus. § 3.6.5 Changes in the Work § 3.6.5.1 The Architecl may order minor chtm'�cS in [he Work 111a1 are crnlsistcn[ with the intent ol'Ihu C'onlraCl Decumcnls and do not involve an adjustment in the C01111•3ct Sum or an extension of the Contract 'time. Suhjcct it) Section 4_1 the Architect shall pleparc ('home Orders and Coasu-uction C11nM-1c DircctiVCS Iirr the (twncr S appnnal anti execution in accordance with rile Conlrncl Docunlclw'. § 3.6.5.2'1 he Architect Anil maintain records relative 10 ChaI12CS in the 1Vork. § 3.6.6 Project Completion § 3.6.6.1 The Architect shall: .1 CQIIdLIet 1115pCCtlllllS to dvtel'llllllc the date or dmcs of `iahs!l illlid Colilplcli011 alld the dmu of IIIllII ulrnplelion; .2 isSnc ('crlilicates 0f Suhstlntial ('on1111ction: .3 ferlvard to the Owller, for the Owner"s review and records, written Will -rarities and related docunlcniti required by the Contract Documents and receiver) front Ihe. CtrnU•actor: and. .4 issue a lined Cerlil'ic3te lur pad meal hosed upon a Idiot inspection indicmtilw Hull. to the hest of the Architect's Idol lcdoc, intilrnlmion, mall hclicl', the Work complies with Ilse reyuircments ol'Ihe ('ontract Dncunu•nls. Init. AIA Document B101 — 2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 10 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in r accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-061C47lA5DC7 '3 I'hc Arcilitccl's inspcclions sht(II he conducted Willi the ( )vvncr to cLeck coid-Ornwncc ol'thc lVorlc i(ilh the rcyiiircnn:nl.v ol'Ihc (onuact I)ncuiucnl5 t;nd to vel•if'N- Ihr ,;ccuraeC and rontl7leteness ofthe list suhmilted by the t'nntructor of 1i orl( I 1•10 Completed or a,rrccIC(I. ;z 3.6.6,`! t' llcll Snhv,tantial ('on(plclit'll hay been OCI1iCvCl1_ the Arcllilcrl shrill infiorn1 the ()hvncr about the httl,ince of the ('onlrncl Sun( rcnn(ininu, to he paid iltr ('onu,utor, incln(lin" the Mi110u111 10 he rcMillCd lr0111 the (•imtrticl Srnn. il' aii5'. for final con(pletion or Cur.cction ol, d(c Work. 3,6,6.4 I 1r.1r(•hitcct SImil li,rwar(I to the ( )vvncr the inlurnuilion rccciv'ccl I'r(+n; div (I'milroclor: (I ) tiun:cnl :)I Burch' or sur:tirs. if nm. I(, reduction in or Imrtial rcicnsc of,rct(iina�l,c or tic ImIk.in" ol• linal Irn'incnt_ (2) al'lid,(vit rcreipl�•, r� lcusus and ��ai(crs nl'Iicn;, or honk indcnmill in!, the (h�nc•r ag,(insl liens_ and (3) till) other docimwnlalion n't1iiil'e(I of the Conlraclor im(lcr the Connnacl Doculncnlc. 3.6.6.5 ! 1poll oI• the (hulks. ❑ml prior to the cypiration ol'one Y car from ille date of"Substantial Completion. llW.Arrhil, (:i sh;ilL wilhonl nddilion;ll co ill pcusalloll, conduct n nlectim-, wilh the Ovinel' to rcvict the ('acilit\ oI7�_ralionv and pC!'ii�ro?once. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Supplemental Services only if specifically designated in the table below 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. (Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) Supplemental Services Responsibility (Architect, Owner, or not provided) 4.1.1.1 Programming 4.1.1.2 Multiple preliminary designs 4.1.1.3 Measured drawings 4.1.1.4 Existing facilities surveys Owner 4.1.1.5 Site evaluation and lannin § 4.1.1.6 Building Information Model management res onsibilities § 4.1.1.7 Development of Building Information Models for post construction use 4.1.1.8 Civil engineering 4.1.1.9 Landscape design Owner/Architect 4.1.1.10 Architectural interior design 4.1.1.11 Value analysis Architect § 4.1.1.12 Detailed cost estimating beyond that required in Section 6.3 4.1.1.13 On -site project representation ff I 4.1.1.14 Conformed documents for construction 4.1.1.15 As -designed record drawings 4.1.1.16 As -constructed record drawings 4.1.1.17 Post -occupancy evaluation Architect 4.1.1.18 Facility support services Init. AIA Document B101 —2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/OB/2023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-06lC47lA5DC7 Supplemental Services Responsibility (Architect, Owner, or notprovided) 4.1.1.19 Tenant -related services § 4.1.1.20 Architect's coordination of the Owner's consultants 4.1.1.21 Telecommunications/data design Architect 4.1.1.22 Security evaluation and planning Architect 4.1.1.23 Commissioning § 4.1.1.24 Sustainable Project Services pursuant to Section 4.1.3 4.1.1.25 Fast -track design services 4.1.1.26 Multiple bid packages 4.1.1.27 Historic preservation 4.1.1.28 Furniture, furnishings, and equipment design Architect 4.1.1.29 Other services provided by specialty Consultants 4.1.1.30 Other Supplemental Services § 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 AIA publishes a number of Standard Form ofArchilect's Services documents that can be included as an exhibit to describe the Architect's Supplemental Services.) 4.1.1.4 Owner to provide survey information as needed and required. 4.1.1.9 It is assumed the Owner will lead landscape design services with collaboration and input from the Architect. 4.1.1.17 If requested, Architect can complete post -occupancy evaluation services for a negotiated fee as an addendum to this agreement. 4.1.1.21 AVAT services are listed under Phase II Fee Proposal Attachment B - 4.1.1.22 Security services are listed under Phase II Fee Proposal Attachment B 4.1.1.28 As required by the Owner, Architect can provide HE services for selection, procurement, and coordination of furniture systems. § 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, if set forth in an exhibit, identify the exhibit.) - Owner shall supply survey information as required per the scope of work. - Owner may need to provide geotechnical information; Architect consultant provides that services and can be provided under a negotiated fee § 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 E204T^4--2017, Sustainable Projects Exhibit, 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 ofthe 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. Init. AIA Document B101 —2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in l accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C471A51DC7 § 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 Information, previous instructions or approvals given by the Owner, or a material change in the Project including size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or editing previously prepared Instruments of Service; .3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital models or other design documentation for transmission to the Owner's consultants and contractors, or to other Owner -authorized recipients; not including consultants listed in 1.1.9. .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; .8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of entities providing bids or proposals; .10 Consultation concerning replacement of Work resulting froth fire or other cause during construction; or, .11 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 submittal schedule approved by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner -provided information, Contractor -prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; or, .5 Evaluating substitutions proposed by the Owner or Contractor 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: .1 Two ( 2 ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Ten ( 10) visits to the site by the Architect during construction .3 Two ( 2) inspections for any portion of the Work to detennine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 Four ( 4 ) 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 initial date of Substantial Completion identified in the agreement between the Owner and Contractor, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. Init. AIA Document B101 — 2017. Copyright © 1974, 1978, 1967, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 13 07:31:13 PT on 05/16/2023 under Order No. 3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-061C47lA5DC7 § 4.2.5 If the services covered by this Agreement have not been completed within Twenty ( 20 ) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that lime shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, 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 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. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 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. § 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.5 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 fur anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.6 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1. § 5.7 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E204Tm-2017, Sustainable Projects Exhibit, attached to this Agreement. § 5.8 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. § 5.9 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. § 5.10 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. § 5.11 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. Init. AIA Document B101 — 2017. Copyright © 1974, 1978, 1967, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 14 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in +* accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055163) DocuSign Envelope ID: 79F81F9F-E1BB-4A60-893C-061C471A5DC7 § 5.12 The Owner shall include the Architect in all communications with the Contractor 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 Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. § 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. § 5.15 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 contractors' general conditions costs, overhead and profit. 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 is provided in Initial Information, and shall be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, and the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work, prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials, or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market, or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation, prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design, bidding, and price escalation; to determine what materials, equipment, component systems, and types of construction are to be included in the Contract Documents; to recommend reasonable adjustments in the program and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requires a detailed estimate of the Cost of the Work, the Architect shall provide such an estimate, if identified as the Architect's responsibility in Section 4.1.1, as a Supplemental Service. § 6.4 If, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect 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 Document B101 — 2017. Copyright© 1974, 1978, 1987, 1997, 2D07 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 15 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in f accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B6-4A60-893C-061C471A5DC7 § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or, .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. If the Owner requires the Architect to modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner's budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate, the Owner shall compensate the Architect for the modifications as an Additional Service pursuant to Section 11.3; otherwise the Architect's services for modifying the Construction Documents shall be without additional compensation. In any event, the Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 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 Contractor, 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 Section 7.3 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. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. Init. AIA Document B101 — 2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. Thhs document was produced at 16 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in r accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1603055183) DocuSign Envelope ID: 79FB1F9F-E1B8-4A60-893C-061C471A5DC7 § 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. 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 A201-2017, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect 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 of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 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, as designated in Pitkin County [ ] Other: (Specify) If the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction. Init. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 17 07:31:13 PT on 05116/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1BB-4A60-893C-061C471A5DC7 § 8.3 Arbitration § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement, any claim, digpnte 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 fled with the person or entity administering the arbitration. § 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the fling of a request for mediation, but in no event shall 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 other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement, shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 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. § 8.3.4 Consolidation 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 questions 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 joined 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 make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, 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. Init.AIA Document B101 — 2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 18 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-06lC47lA5DC7 § 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 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: (Sel forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: § 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 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2017, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement, including any payments due to the Architect by the Owner prior to the assignment. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 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. § 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. Init. AIA Document B101 —2017. Copyright ©1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects; "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 19 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81 F9F-E1 B8-4A60-893C-061 C471 A5DC7 § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall 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 governmental 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 fitllest 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 Stipulated Sum (Insert amount) Two Hundred Sixteen Thousand and Three Hundred Seventy -Nine U.S. Dollars ($216,379). .2 (Paragraphs deleted) Other (Describe the method of compensation) Hourly rates and additive alternates as listed in the Phase II proposal. § 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.) Hourly Rate, negotiated, not to exceed. § 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) Hourly Rate, negotiated, not to exceed, Init. AIA Document B101 — 2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 2n 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C47lA5DC7 § 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus ten percent ( 10%), or as follows: (Insert amount of, or basis for computing, Architect's consultants' compensation for Supplemental or Additional Services.) Hourly Rate, negotiated, not to exceed. (Table deleted) (Paragraph deleted) § 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. (If applicable, attach an exhibit of hourly billing rates or insert them below) Employee or Category Rate ($0.00) Sr. PIC/Sr. PM Architecture 310.00 Architect VII 255.00 Architect VI 243.00 Architect V 232.00 Architect IV 165.00 Architect 1I1 146.00 Architect 11 135.00 Architect I 115.00 Technician VI 178.00 Technician V 138.00 Technician IV 112.00 Technician 111 99.00 Technician II 89.00 Technician 1 84.00 § 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; .7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; Init. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 21 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-06lC47lA5DC7 .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 limitc in exceoa 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 plus ten percent ( 10 %) of the expenses incurred. § 11.9 Architect's Insurance. If the types and limits of coverage required in Section 2.5 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 2.5, and for which the Owner shall reimburse the Architect) § 11.10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of Seven Thousand ($ 7,000 ) 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. (Paragraph deleted) § 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 ninety (90) 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) 10% § 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. § 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 applicable to this Agreement.) If invoices remain unpaid beyond 120 days, Architect may notify Owner of intent to stop work until invoices are brough current and paid in full for those outstanding beyond 60 days. 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 B101Tm-2017, Standard Form Agreement Between Owner and Architect Init. AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 22 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in f accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C471A5DC7 .2 AIA Document E203Tm-2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203-2013 incorporated into this agreement.) To be provided under separate cover at a later date. .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement) (Paragraphs deleted) .4 Other documents: (List other documents, if any, forming part of the Agreement.) Professional Services Agreement Phase II + Phase III A/A revised May 11, 2023, which shall govern as to the limits of scope and delineation of fees. This . ajVjd33dWred into as of the day and year first written above. ICE; 04aill IX, OWNER (Signature) Aotc HrrECT (Signature) Sara G. Ott city Manager Brian Fleener, Director of Architecture, CO License No. 00403752 (Printed name and title) (Printed name, title, and license number, if required) Init. AIA Document B101 —2017. Copyright ©1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 23 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in 1 accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C471A5DC7 Additions and Deletions Report for AIA® Document D 10I'll — 2017 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 07:31:13 PT on 05/16/2023. PAGE 1 AGREEMENT made as of the l Ith day of May in the year 2023 City of Aspen Parks and Open Space Department 427 Rio Grande Place Aspen, CO 81611 Otak, Inc. 1444 Wazcc Street Suite 100 Denver, Colorado 80202 Project #: 2022-295-2 Aspen P&OSOffice Renovation 585 Cemetery Lane Aspen. Colorado 816111 PAGE 2 Per discussions with the Cily. plannin g work will be conducted in coordination with Otak et d i rectly contracted and billed with the i . I intended the selected consultant 'Planner" will work in tandem with the desi n team b oinin meetin coordinatin documents with the teem attcndin and leadin a Rlannin meetin s with the City for review and coordination specification requirements for the Contract Documents with Otak. The Planner fees and contract shall be coordinated under separate cover by others. The Planner shall be resj2onsible for rove r veri fi catio In of zonin ertnit re uirements for prol2osed develo ment coordinate the approval Drocess as required for Phase 1I (and Phase III if approved). coordinate conditional use review as required, advise and lead Public meetings as reg uired coordinate aRRIications with Rosenfeld Design Local Associate Architect (LAA)I, or an additional procedural considerations that could im act sco a time[ine or bud et. The promect will include two 2 buildin s and associated improvements on the existj ng site. For details on the sca a of w rk buildin • construction types, current zoning, and other information refer to the Phase I submittal, 21089.000 Otak Aspen POS Phase I Deliverable 2023.02.22, as submitted on February 22, 2023, and as an attachment to this document. PAGE 3 Refer to Attachment C of the Phase it Fee Proposal for detailed cost estimate. Additions and Deletions Report for AIA Document B101 —2017. Copyright©1974, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F61F9F-E1BB-4A60-893C-061C471A5DC7 Phase 1I Kickoff. June 5, 2023 Schematic Design: July 17.2023 CM/GC Onboarding: August 28.2023 Design Development October 23 2023 Construction Documents: November 15 2023 January 01, 2024 November. 16, 2024 Construction Manager as General Contractor Selection: August 28.2423 Cons trltCIi011 Manaver as General Contractor Selection: multi p le bid p acka es in ay be rCQ aired per coordination with selected CMGC to meet milestone dates. Design to follow the City's goals of maximizing adaptive reuse and electrification of the facility. Note Owner is not pursing LFED Certification or similar as part of the scope .ofwork. Not Applicable PAGE 4 4---Other, if any: Aspen -specific Planning Consultant Alan Richman 225 N Mill St 4208 Aspen, CO 8 1611 970-920-1125 Otak, Inc. Additions and Deletions Report for AIA Document B101 — 2017. Copyright ©1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 2 draft was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F8lF9F-E1B8-4A60-893C-061C471A5DC7 .2 Me .2 Mechanical Electrical Plumbing IT AV Security,Energy Modeling Engineer: WSP USA 56I3 DETC Parkway Greenwood Villa a CO 80111 Rosenfeld Poe ign, LLC 81 Crescent Place Glenwood Springs, CO 81§01 CMW Roof Consulting 11651 Baca Road Conifer. Colorado 80433 PAGE 5 Not Applicable § 2.5.1 Commercial General Liability with policy limits of not less than t7ge Million (1; I.d00.000) for each occurrence and Tw Million 2 00 000) in the aggregate for bodily injury and property damage. § 2.5.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Architect with policy limits of not less than ( —Qne Million 1000 000 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. PAGE 6 § 2.5.5 Employers' Liability with policy limits not less than ("ne Mi_)HonL 1,000,000 each accident, ( Une Million ($1.000.000 ) each employee, and (—+Une Million ! O[i0 000 olicy limit. § 2.5.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than t+Fwo Million �2.000.000) per claim and Four Million ($4 000.000 ) in the aggregate. PAGE 7 3.2.8 The Architect perform up to but not more than, two 2 site visits during the 3t i n phase. 3.3.4The Architect erform up to but riot more than two 2 site visits during the Des i n Develoment phase. Additions and Deletions Report for AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 3 draft was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 791F81F9F-E1B8-4A60-893C-061C471A5DC7 PAGE 8 3.4.6 The Architect perform up to, but not more than, three (3) site visits during the Construction Documents phase. The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the `'-�tiOR Schematic Desi-v_n_Documents, the Architect shall assist the Owner in (1) oiler eaMpetitiYO bids eF negetiated- - sals, creating and delivering Request for Qualification documentation for selection of Construction. Manager as General Contractor;;(2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction. - - - WIN PAGE 11 4.1.1.4 Existing facilities surveys I Owner 4.1.1.9 Landscape design I Owner/Architect 4.1.1.11 Value analysis I Architect 4.1.1.17 Post -occupancy evaluation Architect PAGE 12 4.1.1.21 Telecommunications/data design Architect 4.1.1.22 Security evaluation and planning Architect 4.1.1.28 Furniture, furnishings. and equipment design Architect Additions and Deletions Report for AIA Document 13101 — 2017. Copyright© 1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 4 draft was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is notfor resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsP Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81 F9F-E1 B8-4A60-893C-061 C471 A5DC7 4.1.1-4 Owner to provide survey information as needed and required 4.1.1.9 It is assumed the Owner wi Il lead landscape design services with collaboration and input from the Architect. 4.1.1.17 If re nested Architect can completepost-occu anc evaluation services for a negotiated fee as an addendum to this agreement. - 4.1.1.21 AVIIT services are listed under Phase 11 Fee Proposal Attachment B - 4.1.1.22 Securi ty services are I isted under Phase I Fee Proposal Attachment B 4.1.1.28 As required by the Owner Architect can provide FFE services for selectionprocurement. and coordination of furniture systems. Owner shall sul)p!y survey information as re uired per the sco a of work. Owner ma need to proyide neotedini ca I i n formation, • Architect con snitnnt Providesthat services and can be provided under a negotiated fee PAGE 13 .5 Preparing digital models or other design documentation for transmission to the Owner's consultants and contractors, or to other Owner -authorized recipients; not including consultants listed in 1.1.9. .1 Two (2) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Ten (1� visits to the site by the Architect during construction .3 Two (2) 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 PAGE 14 4 Four ( 4) inspections for any portion of the Work to determine final completion. § 4.2.5 If the services covered by this Agreement have not been completed within !ALnty (2U) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall he compensated as Additional Services. PAGE 17 [ X ] Litigation in a court of competent :""sj_urisdiction, as desi Hated in Pitkin Couniv PAGE 20 Two Hundred Sixteen Thousand and Three Ilundred even -Nine U.S. Dollars 21 G 379 . D 2—Other Hourly rates and additive alternates as listed in the Phase 11 proposal. Hourly Rate negotiated, not to exceed. Additions and Deletions Report for AIA Document B101 — 2017. Copyright © 1974, 1976, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 5draft was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/06/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents' Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1BB-4A60-893C-061C471A5DC7 Hourly Rate, negotiated, not to exceed. § 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus ten percent (WO, l0°/o or as follows: PAGE 21 Hourly Rate ne otiated not to exceed. 44 PeF88nt 4419 44 Sr. PIC/Sr. PM Architecture 310.00 Architect VII 255.00 Architect VI 243.00 Architect V 232.00 Architect IV 165.00 Architect III 146.00 Architect II 135.00 Architect I 115.00 Technician VI 178.00 Technician V 138.00 Technician IV 112.00 Technician III 99.00 Technician II 89.00 Technician I 84.00 PAGE 22 § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus ten percent ( 10 %) of the expenses incurred. § 11.10.1.1 An initial payment of Seven Thousand ($ 7,000 ) 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. Additions and Deletions Report for AIA Document B101 — 2017. Copyright ©1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This f draft was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is notfor resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents(' Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C471A5DC7 § 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 }nine 90 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. 10% If invoices remain unnaid beyond 120 days. Architect may notify Owner of intent to stop work until invoices are brow h current and paid in full for those outstandin beyond GO days. PAGE 23 To be vrovided under separate cover at a later date. ("Check the appropriate box for any exhibits incorporated into this Agreement.) Professional Services A greementPhase it + Phase I11 A/A revised May 1 1 2021 which shall govern as to [lie limits of scope and delineation of fees. Additions and Deletions Report for AIA Document B101 — 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects,- 'AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 7 draft was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1803055183) DocuSign Envelope ID: 79F81F9F-E1B8-4A60-893C-061C471A5DC7 Certification of Document's Authenticity AIA® Document D401- - 2003 I, , hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 07:31:13 PT on 05/16/2023 under Order No. 3104237014 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document B 101TM — 2017, Standard Form of Agreement Between Owner and Architect, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401 — 2003. Copyright ©1992 and 2003. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 07:31:13 PT on 05/16/2023 under Order No.3104237014 which expires on 07/08/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. (1803055183) User Notes: