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2017-229 (contract for architectural and engineering services for St. Croix Valley Recreation Center improvements)
RESOLUTION2017-229 RESOLUTION APPROVING CONTRACT FOR ARCHITECTURAL AND ENGINEERING SERVICES FOR ST. CROIX VALLEY RECREATION CENTER IMPROVEMENTS' WHEREAS, on November 7, 2017 the City Council of the City of Stillwater approved the selection of HDR Architecture, Inc. to provide design, cost estimation, engineering and Achitectural services for the St.Croix Valley Recreation Center Improvements Project;and WHEREAS,HDR Architecture,Inc.has submitted an AIA contract dated November 21,2017, which fairly represents the scope of services as requested by the City,as well as contractual terms and conditions,schedule,compensation and other details as found acceptable to both the City of Stillwater and HDR Architecture, Inc. NOW THEREFORE BE IT RESOLVED,that the Stillwater City Council hereby approves the HDR Architecture, Inc. contract and authorizes Mayor Kozlowski to sign the contract. Adopted by the Stillwater City Council this 21st day of November, 2017. Z1‘7 Ted Kozlowski,Mayor ATTEST: Ae,-44 1 Diane F.Ward,City Clerk AIA® DOCUMENT B103TM-2007 Standard Form of Agreement Between Owner and Architect This document is a modified version of AIA® Document B103 rm -- 2007, Copyright © 2007 by the American Institute of Architects. Deletions are indicated by*M410-641.044?text and additions are indicated by bold text. AGREEMENT made as of the 21st day of November in the year 2017, (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name,address and other information) Name: City of Stillwater,MN Address: 216 4'h street N City: Stillwater State: Minnesota Phone: (651)430-8800 Email: recctr@ci.stillwater.mn.us and the Architect: (Name, address and other information) Name: HDR Architecture,Inc. Address: 600 Hennepin Ave.Suite 260 City: Minneapolis State: Minnesota Phone: (612-524-6000 Email: don.rolf@hdrinc.com for the following Project: (Name, location, and detailed description) Name: St.Croix Valley Recreation Center Location: 1675 Market Drive,Stillwater,MN 55082 Description: Recreation Center:(refer to attachments for additional description) 1. Approx.11,000 sq.ft.New Construction(two levels) 2. Entrance and field house connection study 3. Interior cosmetic upgrades; Lighting,Door Hardware,Painting. Dome Field House: (refer to attachments for additional description) 1. Expand length from 96 yards to 110 yards(Regulation size field) 2. Replace field turf 3. New membrane cover The Owner and Architect agree as follows. 1 of 27 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 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. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable, "unknown at time of execution"or "to be determined later by mutual agreement.) 1.1.1 The Owner's program for the Project: (Idents documentation or state the manner in which the program will be developed.) As identified in Attachment 1 1.1.2 The Project's physical characteristics: (Identify or describe,if appropriate,si:e, location, dimensions, or other pertinent information,such as geotechnical reports;site, boundary and topographic surveys; traffic and utility studies;availability of public and private utilities and services;legal description of the site; etc.) As identified in the project description and Attachment 2 1.1.3 The Owner's budget for the Cost of the Work,as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) The owner has identified the following target Cost of Work; a. Recreation Center addition and remodeling;$1,500,000.00 b. Fieldhouse Dome fabric and turf replacement;$2,5000,000.00 1.1.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates,if any: December 2017—April 2018 .2 Commencement of construction: Spring 2018 .3 Substantial Completion date or milestone dates:Recreation Center Fall 2018/Fieldhouse turf and dome Fall 2019 2 of 27 .4 Other: 1.1.5 The Owner intends the following procurement or delivery method for the Project: Construction Management is in discussion (Identify method such as competitive bid, negotiated contract or construction management.) 1.1.6 The Owner's requirements for accelerated or fast-track scheduling,multiple bid packages,or phased construction are set forth below: ONE complete bid package (List number and type of bid/procurement packages.) 1.1.7 Other Project information: (Idents special characteristics or needs of the Project not provided elsewhere,such as environmentally responsible design or historic preservation requirements.) 1.1.8 The Owner identifies the following representative in accordance with Section 5.4: (List name, address and other information.) Name: Address: City,State: Phone: Email: 1.1.9 The persons or entities,in addition to the Owner's representative,who are required to review the Architect's submittals to the Owner are as follows: (List name, address and other information.) Name: Address: City,State: Phone: Email: 1.1.10 The Owner will retain the following consultants and contractors: (List name,address and other information.) .1 Cost Consultant: Name: Address: City,State: Phone: Email: .2 Scheduling Consultant: Name: Address: City,State: Phone: Email: .3 Geotechnical Engineer: Name: TO BE DETERMINED Address: City,State: Phone: Email: .4 Civil Engineer: Name: TO BE DETERMINED Address: City,State: Phone: 3 of 27 Email: .5 Other,if any: (List any other consultants or contractors retained by the Owner,such as a Project or Program Manager,construction contractor, or construction manager as constructor.) Name: Address: City,State: Phone: Email: 1.1.11 The Architect identifies the following representative in accordance with Section 2.3: (List name,address and other information) Name: Address: City,State: Phone: Email: 1.1.12 The Architect will retain the consultants identified in Sections 1.1,12.1 and 1.1.12.2: (List name,address and other information.) 1.1.12.1 Consultants retained under Basic Services: .1 Structural Engineer: Name: TO BE DETERMINED Address: City,State: Phone: Email: .2 Mechanical Engineer: Name: TO BE DETERMINED Address: City,State: Phone: Email: .3 Electrical Engineer: Name: TO BE DETERMINED Address: City,State: Phone: Email: .4 Other,if any: (List any other consultants retained by the Architect under Basic Services.) Name: Address: City,State: Phone: Email: 1.1.12.3 Consultants retained under Additional Services; Name: 4of27 Address: City,State: Phone: Email: 1.1.13 Other Initial Information on which the Agreement is based: 1.2 The Owner and Architect may rely on the Initial Information.Both parties,however,recognize that such information may materially change and,in that event,the Owner and the Architect shall appropriately adjust the schedule,the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES 2.1 The Architect shall provide the professional services as set forth in this Agreement. 2.1.1 The architectural and engineering services shall be performed by or under the supervision of architects and engineers licensed in the State where the Project is located. 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.The Architect's designated representative may authorize other employees of the Architect, approved by the Owner,to act on the Architect's behalf 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 for the duration of this Agreement.If any of the requirements set forth below exceed the types and limits the Architect normally maintains,the Owner shall reimburse the Architect for any additional cost. 2.5.1 Comprehensive General Liability with policy limits of not less than one million dollars(5 1,000,000)for each occurrence and in the aggregate for bodily injury and property damage. 2.5.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not less than one million dollars($1,000,000)combined single limit and aggregate for bodily injury and property damage. 2.5.3 The Architect may use umbrella or excess liability insurance to achieve the required coverage for Comprehensive General Liability and Automobile Liability,provided that such umbrella or excess insurance results in the same type of coverage as required for the individual policies. 2.5.4 Workers'Compensation at statutory limits and Employers Liability with a policy limit of not less than two hundred fifty thousand dollars($250,000). 2.5.5 Professional Liability covering the Architect's negligent acts,errors and omissions in its performance of professional services with policy limits of not less than two million dollars($2,000,000)per claim and in the aggregate. 2.5.6 The Architect shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.5.The certificates will show the Owner as an additional insured on the 5 of 27 Comprehensive General Liability,Automobile Liability,umbrella or excess policies. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES 3.1 The Architect's Basic Services consist of those described in Article 3 and designated as Basic Services in Exhibit A and include usual and customary structural,mechanical,and electrical engineering services. Note that Exhibit A may modify services set forth in Article 3. Services not set forth in this Article 3 or not designated in Exhibit A as Basic Services are Additional Services. 3.1.1 The Architect shall manage the Architect's services,consult with the Owner,research applicable design criteria,attend a mutually agreed to number of Project meetings in accordance with the schedule applicable to the performance of Architect's services attached to this Agreement as Exhibit B, 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 the accuracy and completeness 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 to the Owner and the Scheduling Consultant a schedule of the Architect's services for inclusion in the Project schedule.The schedule of the Architect's services shall include design milestone dates,anticipated dates when cost estimates or design reviews may occur,Project meeting and site visit dates,and allowances for periods of time required(1)for the Owner's review(2)for the performance of the Owner's consultants,and(3)for approval of submissions by authorities having jurisdiction over the Project. 3.1.4 Upon the Owner's reasonable request,the Architect shall submit information to the Scheduling Consultant and participate in developing and revising the Project schedule as it relates to the Architect's services. 3.1.5 Once the Owner and the Architect agree to the time limits established by the Project schedule,the Owner and the Architect shall not exceed them,except for reasonable cause. 3.1.6 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. 3.1.7 The Architect shall,at appropriate times,contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project.In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. 3.1.7.1 The Architect will endeavor to produce drawings and specifications in accordance with applicable building codes and ordinances. However,it is understood and agreed that certain issues of code compliance are subject to subjective or discretionary interpretation or application by code enforcement agencies or officials. The Architect will exercise reasonable professional efforts to obtain compliance with applicable codes affecting its drawings and specifications,but shall have no responsibility or liability for adverse code interpretations,rulings or determinations where they are subject to discretionary,subjective or unpredictable interpretation,application or review by code enforcement officials or agencies. 3.1.8 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 6 of 27 3.1.9 The Architect's development of the specifications within the Project Manual,along with the Architect's fee for such services,is based on the following understandings: .1 The Architect shall use its master specifications, including: (a) technical content; (b) format;and (c) processing system. .2 In order to obtain the level of quality desired for the Project,or in some cases to obtain specific attributes desired for the Project, certain material or product specifications from only one manufacturer may be approved. However, other manufacturers may be given the opportunity, during the bidding period, to submit information establishing that they meet or exceed the particular requirements,but until satisfactory proof is presented,they will not be approved to bid on the Project. .3 The Architect shall use its web based project collaboration system, Project Tracker, primarily during the Construction Phase of the Project. This system currently provides the status of submittals; a Request for Information (RFI) processing and status module; and a reporting module. If the Owner retains a Construction Manager (CM), Program Manager (PM)or the equivalent that requests the use of another web based system,or if the Owner requests the use of another web based system,the following procedure and conditions shall apply: (a) The Architect shall demonstrate the capabilities of Project Tracker. If the CM, PM, equivalent or Owner finds it acceptable, Project Tracker shall be utilized at no additional cost to the Owner. (b) If the CM,PM,equivalent or Owner requires the use of an alternative system,the CM, PM, equivalent or Owner shall be responsible for converting RFIs to an acceptable electronic text format and emailing them to the Architect.The Architect shall respond to such RFIs electronically utilizing email and shall use Project Tracker to track RFIs internally. The CM, PM, equivalent or Owner will be responsible for merging the Architect's electronic responses into its system.This approach will be at no additional cost to the Owner. (c) If the Architect is required to use the CM, PM, equivalent or Owner's system, the Owner agrees to provide and compensate Architect for all training necessary for the Architect's personnel to achieve proficiency with respect to the alternative system. Training time will be considered an Additional Service and the Architect's compensation will be adjusted accordingly. In addition,the Owner,at its expense,shall provide all copies of software with appropriate licenses, software upgrades and hardware upgrades if and when necessary. 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,and the proposed procurement or delivery method and other Initial Information, each in terms of the other,to ascertain the requirements of the Project.The Architect shall notify the Owner of(1)any inconsistencies discovered in the information,and(2)other information or consulting services that may be reasonably needed for the Project. 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project,including the feasibility of incorporating 7of27 environmentally responsible design approaches.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 modeling.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 environmentally responsible 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 other environmentally responsible design services under Article 4. 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 schedule and budget for the Cost of the Work. 3.2.5.3 In the event the Owner elects to pursue LEED certification or the equivalent of the Project,Owner acknowledges that the LEED Green Building Rating System and similar rating systems(collectively "LEED"),utilize certain design,construction and usability guidelines or recommendations in order to promote environmental responsibility and/or energy efficiency. In addressing these guidelines or recommendations,the Architect shall perform its services with the degree of skill and care ordinarily exercised by similarly situated members of its profession involved in the design of similar projects at the same time and in the same locale as the Project. The Owner further acknowledges and understands that LEED is subject to various and possibly contradictory interpretations and that achieving and maintaining compliance with LEED may involve factors beyond the Architect's control,including without limitation Owner's use and operation of the completed Project. The Architect will use reasonable care,consistent with the foregoing standard,in interpreting and designing in accordance with LEED,but does not warrant or represent that the Project will actually achieve LEED certification. The Architect shall not be responsible for the Contractor's failure to adhere to the Contract Documents and any applicable laws,codes and regulations incorporated therein,nor for any changes to the design made by the Owner without the direct participation and written consent of the Architect. Likewise,the Architect shall not be responsible for any environmental and/or energy issues arising out of the Owner's use and operation of the completed Project. 3.2.5.4 The Owner acknowledges that pursuing LEED certification of the Project may necessitate the incorporation of new or innovative products,technologies or methods into the Project and that such products,technologies or methods may not realize their intended objectives or may even involve collateral consequences. The Owner further acknowledges that it has evaluated the potential risks and rewards in connection with the use or application of such products,technologies and methods and assumes any associated risks. 3.2.6 The Architect shall submit the Schematic Design Documents to the Owner and the Cost Consultant.The Architect shall meet with the Cost Consultant to review the Schematic Design Documents. 3.2.7 Upon receipt of the Cost Consultant's estimate at the conclusion of the Schematic Design Phase,the Architect shall take action as required under Section 6.4,and request the Owner's approval of the Schematic Design Documents.If revisions to the Schematic Design Documents are required to comply with the Owner's budget for the Cost of the Work at the conclusion of the Schematic Design Phase,the Architect 8 of 27 shall incorporate the required revisions in the Design Development 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 pursuant to Section 5.3, 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 such other elements as may be appropriate.The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. 3.3.2 Prior to the conclusion of the Design Development Phase,the Architect shall submit the Design Development documents to the Owner and the Cost Consultant.The Architect shall meet with the Cost Consultant to review the Design Development Documents. 3.3.3 Upon receipt of the Cost Consultant's estimate at the conclusion of the Design Development Phase,the Architect shall take action as required under Sections 6.5 and 6.6 and request the Owner's approval of the Design Development Documents. 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES 3.4.1 Based on the Owner's approval of the Design Development Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Construction Documents for the 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 of materials and systems and other requirements for the construction of the Work.The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information,including Shop Drawings,Product Data,Samples and other similar submittals,which the Architect shall review in accordance with Section 3.6.4. 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. 3.4.3 During the development of the Construction Documents,the Architect shall assist the Owner in the development and preparation of(I)bidding and 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)as further defined in 3.6.1.1.The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. 3.4.4 Prior to the conclusion of the Construction Documents Phase,the Architect shall submit the Construction Documents to the Owner and the Cost Consultant.The Architect shall meet with the Cost Consultant to review the Construction Documents. 3.4.5 Upon receipt of the Cost Consultant's estimate at the conclusion of the Construction Documents Phase,the Architect shall take action as required under Section 6.7 and request the Owner's approval of the Construction Documents. 3.5 BIDDING OR NEGOTIATION PHASE SERVICES 3.5.1 GENERAL 9 of 27 Unless the Owner contracts with a Construction Manager or another party providing similar services, Tthe Architect shall assist the Owner in establishing a list of prospective contractors.Following the Owner's approval of the Construction Documents,the Architect shall assist the Owner in(1)obtaining either competitive bids or negotiated proposals;(2)confirming responsiveness of bids or proposals;(3) determining the successful bid or proposal,if any;and,(4)awarding and preparing contracts for construction 3.5.2 COMPETITIVE BIDDING 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. 3.5.2.2 The Architect shall assist the Owner in bidding the Project by .1 facilitating the reproduction of Bidding Documents for distribution to prospective bidders,unless the Owner contracts with a Construction Manager or another party providing similar services, .2 participating in a pre-bid conference for prospective bidders,and .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents in the form of addenda. 3.5.2.3 The Architect shall consider requests for substitutions,if the Bidding Documents permit substitutions,and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. 3.5.3 NEGOTIATED PROPOSALS 3.5.3.1 Proposal Documents shall consist of proposal requirements,and proposed Contract Documents. 3.5.3.2 Unless the Owner contracts with a Construction Manager or another party providing similar services,4the Architect shall assist the Owner in obtaining proposals by .1 facilitating the reproduction of Proposal Documents for distribution to prospective contractors,and requesting their return upon completion of the negotiation process; .2 participating in selection interviews with prospective contractors;and .3 participating in negotiations with prospective contractors. 3.5.3.3 The Architect shall consider requests for substitutions,if the Proposal Documents permit substitutions,and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. 3.6 CONSTRUCTION PHASE SERVICES 3.6.1 GENERAL 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in ALA Document A201 TM-2007,General Conditions of the Contract for Construction as modified for the Project.If the Owner and Contractor modify AIA Document A201-2007,those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services.The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over,charge of,or responsibility for the construction means,methods, techniques,sequences or procedures,or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect shall be responsible for the Architect's negligent acts or omissions,but shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. 3.6.1.3 Subject to Section 4.3,the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates e• 10 of 27 .sixty(60)days after the date of Substantial Completion of the Work as defined in the Contract Documents or Contract for Construction. If the Contract Documents or Contract for Construction does not contain the date for Substantial Completion,the Architect's responsibility to provide Construction Phase Services shall terminate sixty(60)days after the proposed date of Substantial Completion stipulated by the Contractor in its initial construction schedule. 3.6.2 EVALUATIONS OF THE WORK 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction,or as otherwise required in Section 4.3.3,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine,in general,if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.On the basis of the site visits,the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and report to the Owner(1)known deviations from the Contract Documents and from the most recent construction schedule,and(2)defects and deficiencies observed in the Work. 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not such Work is fabricated,installed or completed.However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,material and equipment suppliers,their agents or employees or other persons or entities performing portions of the Work. 3.6.2.3 The Architect shall interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.When making such interpretations and decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor,shall not show partiality to either,and shall not be liable for results of interpretations or decisions rendered in good faith.The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker,as that term is defined in AIA Document A201-2007as modified for the Project,the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts.The Architect's certification for payment shall constitute a representation to the Owner,based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment,that,to the best of the Architect's knowledge,information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents.The foregoing representations are subject(1)to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)to results of subsequent tests and inspections,(3)to correction of minor deviations from the Contract Documents prior to completion,and (4)to specific qualifications expressed by the Architect. 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed 11 of 27 construction means,methods,techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum.To the extent applicable,Certificates for Payment shall be based,in part,on the recommendations of the Construction Manager or another party providing similar services. 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. 3.6.4 SUBMITTALS 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval.The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. 3.6.4.2 In accordance with the Architect-approved submittal schedule,the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.Such review and action on the part of the Architect is limited only to the submittals identified in the Contract Documents prepared by the Architect. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions,quantities,and installation or performance of equipment or systems,which are the Contractor's responsibility.The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Architect,of any construction means,methods,techniques, sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. Informational submittals upon which the Architect is not expected to take responsive action may be identified as such in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems,materials or equipment,the Architect shall specify the appropriate performance and design criteria that such services must satisfy.The Architect shall review shop drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy,accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. 3.6.4.4 Subject to the provisions of Section 4.3,the Architect shall review and respond to requests for information about the Contract Documents.The Architect shall set forth in the Contract Documents the requirements for requests for information.Requests for information shall include,at a minimum,a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested.The Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with reasonable promptness.If appropriate,the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. 3.6.5 CHANGES IN THE WORK 3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section 4.3,the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. 12of27 3.6.5.2 The Architect shall maintain records relative to changes in the Work. 3.6.6 PROJECT COMPLETION 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion;receive from the Contractor and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract Documents and assembled by the Contractor;and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. 3.6.6.3 When the Work is found to be substantially complete,the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor,including the amount to be retained from the Contract Sum,if any,for final completion or correction of the Work. 3.6.6.4 The Architect shall forward to the Owner the following information to the extent received from the Contractor:(I)consent of surety or sureties,if any,to reduction in or partial release of retainage or the making of final payment;(2)affidavits,receipts,releases and waivers of liens or bonds indemnifying the Owner against liens;and(3)any other documentation required of the Contractor under the Contract Documents. 3.6.6.5 Upon request of the Owner,and prior to the expiration of one year from the date of Substantial Completion, the Architect shall,without additional compensation,conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES 4.1 Additional Services listed-helew are not included in Basic Services but may be required for the Project.The Architect shall provide the-listed-Additional Services as set forth below and in Exhibit A and Exhibit B and,to the extent applicable,as mutually agreed by the Owner and Architect after execution of this Agreement ri ,and the Owner shall compensate the Architect as provided in Sections 11.2 through 11.4 and for any Reimbursable Expenses incurred in connection therewith as provided in Section 11.8. Service Responsibility * , 1 rc-lee 444 a 42 4:14 Measured-drawingss 4 :4 (il203''"" 2007) 4 t . , . _, 4 civil-engin3g 448 13 of 27 449 , .. • (142521m 2007) 4,1441 +• ii 41 •' . 4.1.12 !` • . 4.1.13 -. .e"s. deetnm►ents 44-4 • - ":,••_. 4.,.,e _. 1.1.16 , 4.1.17 (I3210TM 2007) 1.1.18 - 1.1.19 _ , ! • eonsultants 4.440 4.1.21 a:. (13206Th 2007) 4.1.22 , t • ii 4.,.,a •••. e 2007) 4.1.25 . s r 1, 2991) 4A26 2007) 4.3 Additional Services may be provided after execution of this Agreement,without invalidating the Agreement.Except for services required due to the fault of the Architect,any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Sections 11.3 through 11.4 and for any Reimbursable Expenses incurred in connection therewith as provided in Section 11.8 and to an appropriate adjustment in the Architect's schedule. 4.3.1 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 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,but not limited to,size,quality, complexity,the Owner's schedule or budget for Cost of the Work,or procurement or delivery method, or bid packages in addition to those listed in Section 1.1.6; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives,such as unique system designs,in-depth material research,energy modeling,or LEED® certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes,laws or regulations or official interpretations; .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; 14 of 27 .5 Preparing digital data for transmission to the Owner's consultants and contractors,or to other Owner authorized recipients; .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 bidders or persons providing proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .11 Assistance to the Initial Decision Maker,if other than the Architect. 4.3.2 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 the Owner subsequently determines that all or parts of those services are not required,the Owner shall give prompt written notice to the Architect,and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to 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; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom;or .6 To the extent the Architect's Basic Services are affected,providing Construction Phase Services 60 days after(1)the date of Substantial Completion of the Work or(2)the anticipated date of Substantial Completion,identified in Initial Information,whichever is earlier. 4.3.3 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 Two(2)visits to the site by the Architect over the duration of the Project during construction .3 One(1)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 .4 One(1)inspections for any portion of the Work to determine final completion 4.3.4 If the services covered by this Agreement have not been completed within One(1)months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. 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.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.The Owner shall make timely reviews and decisions necessary to maintain the schedule in accordance with Section 3.1.3. 5.2 The Owner shall furnish the services of a Scheduling Consultant that shall be responsible for creating the 15 of 27 overall Project schedule.The Owner shall adjust the Project schedule,if necessary,as the Project proceeds. 5.3 The Owner shall establish and periodically update 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 furnish the services of a Cost Consultant that shall be responsible for preparing all estimates of the Cost of the Work.If the Owner significantly 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 budget for the Cost of the Work or in the Project's scope and quality. 5.3.1 The Owner acknowledges that accelerated,phased or fast-track scheduling provides a benefit,but also carries with it associated risks.Such risks include the Owner incurring costs for the Architect to coordinate and redesign portions of the Project affected by procuring or installing elements of the Project prior to the completion of all relevant Construction Documents,and costs for the Contractor to remove and replace previously installed Work.If the Owner selects accelerated,phased or fast-track scheduling,the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. 5.4 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project.The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 5.5 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures; designated wetlands;adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning, deed restrictions,boundaries and contours of the site;locations,dimensions and necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade,including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. 5.6 The Owner shall furnish services of geotechnical engineers,which may include but are not limited to test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,seismic evaluation,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. 5.7 The Owner shall 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 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 maintain professional liability insurance and other liability insurance as appropriate to the services provided. 5.7.1 If the Owner contracts separately for any design services,those services shall be performed by professional consultants licensed in the state of the Project,who shall affix their seals on the appropriate documents prepared by them. The contract between the Owner and the Owner's consultants shall require the consultants to coordinate their drawings and other instruments of service with those of the Architect and to advise the Architect of any potential conflict. The Architect shall have no responsibility for the components of the Project designed by the Owner's consultants. Review by the Architect of such consultants'drawings and other instruments of service is solely for consistency with the Architect's design concept for the Project. The Architect shall be entitled to rely on the technical sufficiency and timely delivery of documents and services furnished by the Owner's consultants,including without limitation the computations performed by those consultants in connection with such documents and services and shall not be required to review or verify those computations or designs for compliance with applicable laws,statutes,ordinances, building codes,and rules and regulations. The Owner shall indemnify and hold harmless the 16 of 27 Architect,Architect's consultants,and agents and employees of any of them from and against claims, damages,losses and expenses,including without limitation attorney's fees,arising out of the documents prepared by and services performed by the Owner's consultants. 5.8 The Owner shall furnish tests,inspections and reports required by law or the Contract Documents,such as structural,mechanical,electrical and chemical tests,tests for air and water pollution,and tests for hazardous materials. 5.9 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,including without limitation services required to verify the Construction Manager's or Contractor's Application for Payment or to ascertain how or for what purpose the Construction Manager or Contractor used the money paid by or on behalf the Owner. 5.10 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. 5.11 Except as otherwise provided in this Agreement,or when direct communications have been specially authorized,the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents.The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. 5.12 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. 5.13 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. 5.14 During the construction phase of the Project,the Owner shall require the Construction Manager, if applicable,or the Contractor to notify the Architect of any known or reasonable foreseeable health or safety hazards at the Project site and shall further require that the Construction Manager, if applicable,or the Contractor provide any health and safety equipment necessary for the Architect to perform its services at the Project site. The Owner shall be responsible for providing such notification and equipment during other phases of the Project. 5.15 The Owner shall apply for and obtain and all certificates of occupancy,licenses and permits which may be required by governmental authorities having jurisdiction over the Project and which are a prerequisite to occupancy,use or operation of the Project by Owner. 5.19 The Owner shall furnish the services of other consultants when such services are reasonably required for the Project and are requested by Architect. 5.20 If the Owner accepts non-conforming Work or authorizes deviations from the documents prepared by the Architect or Architect's consultants, recorded or unrecorded, without written agreement of the Architect,the Owner shall indemnify and hold harmless the Architect,Architect consultants and the officers, directors,agents and employees of each of them from and against all claims,damages, losses and expenses, including but not limited to attorney's fees,arising out of or resulting in whole or in part from such deviations,regardless whether or not such claims,damages,losses or expenses are caused in part by a party indemnified hereunder. 5.21 It is understood and agreed that the nature of the design process is such that plans,specifications 17 of 27 and other documentation prepared by or related services performed by the Architect under this Agreement may contain errors,omissions,conflicts,ambiguities or design uncertainties requiring correction,modification or clarification. Accordingly,the Owner agrees to establish a design contingency equal to two percent(2%)of the Cost of the Work,which shall be utilized by the Owner for construction costs attributable to any such errors,omissions,conflicts,ambiguities or design uncertainties,excluding any improvement or betterment costs.Construction costs incurred by the Owner,excluding any improvement or betterment costs,in excess of this design contingency shall be the responsibility of the Architect,but only to the extent caused by Architect's negligent acts,errors, or omissions in the performance of services under this Agreement. 5.22 The services, information, surveys and reports required by this Article 5 shall be furnished at the Owner's expense and Architect shall be entitled to rely upon the accuracy and completeness thereof. 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,at current market rates, labor and materials furnished by the Owner,contractors'general conditions costs,overhead and profit and a contingency in the amount of no less than ten percent(10%)of the Cost of the Work for design,bidding or negotiating,price escalation,market conditions and other unknowns. The preliminary estimate of the Cost of the Work and each updated estimate shall include such contingency. The Cost of the Work does not include the compensation of the Architect,the costs of the land,rights-of-way,financing,contingencies for changes in the Work or other costs that are the responsibility of the Owner. 6.1.1 The Cost of the Work shall be determined as follows,with precedence in the order listed: .1 The first Owner-accepted Guaranteed Maximum Price(GMP)when a GMP is submitted for the Work;or .2 In the absence of a GMP: (a) For completed construction,the cost of all such Work; (b) For Work not constructed,(1)the lowest bona fide bid received from a qualified bidder for any or all of such Work, or (2) if the Work is not bid, the bona fide negotiated proposal submitted for any or all of such Work;or (c) For Work for which no such bid or proposal is received,(1)the latest updated estimate of the Cost of the Work if one is available,or(2)if such updated estimate is not available,the preliminary estimate of Cost of the Work. 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information,and may be adjusted throughout the Project as required under Sections 5.3 and 6.4.Evaluations of the Owner's budget for the Cost of the Work represent the Architect's judgment as a design professional. 6.3 As noted in Section 6.1,Tthe Owner shall require the Cost Consultant to include appropriate contingencies for design,bidding or negotiating,price escalation,and market conditions and other unknowns in all estimates of the Cost of the Work.The Architect shall be entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Cost Consultant prepares as the Architect progresses with its Basic Services.The Architect shall prepare,as an Additional Service,revisions to the Drawings,Specifications or other documents required due to the Cost Consultant's inaccuracies or incompleteness in preparing cost estimates.The Architect may review the Cost Consultant's estimates solely for the Architect's guidance in completion of its services,however,the Architect shall report to the Owner any material inaccuracies and inconsistencies noted during any such review. 6.4 If,prior to the conclusion of the Design Development Phase,the Cost Consultant's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,the Architect,in consultation with the Cost Consultant,shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget,and the Owner shall cooperate with the Architect in making such adjustments. 18of27 6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget for the Cost of the Work,the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 in consultation with the Architect,revise the Project program,scope,or quality as required to reduce the Cost of the Work;or .3 implement any other mutually acceptable alternative 6.6 If the Owner chooses to proceed under Section 6.5.2,the Architect,without additional compensation,shall incorporate the required modifications in the Construction Documents Phase as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Design Development Phase Services, or the budget as adjusted under Section 6.5.1.The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility as a Basic Service under this Article 6. 6.7 After incorporation of modifications under Section 6.6,the Architect shall,as an Additional Service,make any required revisions to the Drawings,Specifications or other documents necessitated by subsequent cost estimates that exceed the Owner's budget for the Cost of the Work,except when the excess is due to changes initiated by the Architect in scope,basic systems,or the kinds and quality of materials,finishes or equipment. ARTICLE 7 COPYRIGHTS AND LICENSES 7.1 The Architect and the Owner warrant that in transmitting Instruments of 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.lithe Owner and Architect intend to transmit Instruments of Service or any other information or documentation pertaining to the Project in digital or electronic form,they shall endeavor to establish necessary protocols governing such transmissions. Should the Owner and Architect fail to establish such protocols,then Instruments of Service and other information and documentation pertaining to the Project shall be transmitted between the parties in Architect's electronic format. Thereafter,should the Owner request the provision of such information in any other electronic format,such request shall constitute an Additional Service and the provisions of Article 4 shall apply. Electronic files incorporating Instruments of Service or other information or documentation pertaining to the Project are not Contract Documents and cannot be relied upon as identical to Contract Documents due to changes or errors induced by translation, conversion,transmission,improper storage or maintenance or alteration while under the control of others. 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 Upon execution of this Agreement,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,including prompt payment of all sums when due,under this Agreement.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 material or equipment suppliers,as well as the Owner's consultants and separate contractors,to reproduce applicable portions of the Instruments of Service 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. If the Owner rightfully terminates this Agreement for cause under Section 9.4,the license granted in this Section 7.3 shall not terminate and the Owner may authorize other similarly credentialed design professionals to reproduce and, where permitted by law,to make changes,corrections or additions to the Instruments of Service 19 of 27 solely for the purpose of completing,using,modifying and maintaining the Project. 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service or electronic files incorporating Instruments of Service or other information or documentation pertaining to the Project that are not part of the Contract Documents,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 and notwithstanding anything herein to the contrary, 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 or electronic files under this Section 7.3.1. 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. ARTICLE 8 CLAIMS AND DISPUTES 8.1 GENERAL 8.1.1 The Owner and Architect shall commence all claims and causes of action,whether in contract,tort,or otherwise,against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement 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 A201-2007, General Conditions of the Contract for Construction as modified for the Project.The Owner or the Architect,as appropriate,shall require of the contractors,consultants,agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 8.1.3 The Architect shall indemnify and hold the Owner and the Owner's officers and employees harmless from and against damages,losses and judgments arising from claims by third parties,including reasonable attorneys'fees and expenses recoverable under applicable law,but only to the extent they are caused by the negligent acts or omissions of the Architect,its employees and its consultants in the performance of professional services under this Agreement.The Architect's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage. 8.1.4 The Architect and Owner waive consequential damages for claims,disputes or other matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination of this Agreement,except as specifically provided in Section 9.7. 8.2 MEDIATION 8.2.1 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between themselves prior to mediation or binding dispute resolution. However,in the event the parties are unable to resolve such claims,disputes and other matters in question between themselves, ey sa e subject to mediation as a condition precedent to binding dispute resolution.If such matter relates to or is 20 of 27 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 the Agreement.A request for mediation shall be made in writing,delivered to the other party to the 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.If the Owner and Architect do not select a method of binding dispute resolution below,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.) Arbitration pursuant to Section 8.3 of this Agreement X Litigation in a court of competent jurisdiction Other(Spec) 8.3 ARBITRATION 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement any claim,dispute or other matter in question arising out of or related to this Agreement subject to,but not resolved by,mediation shall be subject to arbitration which,unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement.A demand for arbitration shall be made in writing, delivered to the other party to this Agreement,and filed with the person or entity administering the arbitration. 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing 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. 21 of 27 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. 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-fifteen 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 Architect shall be paid 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 netiee the effective date 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 to include costs associated with maintaining or terminating employees.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 fifteen days'written notice. 9.4 Either party may terminate this Agreement upon not less than coven fifteen 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 fifteen days'written notice to the Architect for the Owner's convenience and without cause. 9.6 In the event of termination not the fault of the Architect,the Architect shall be compensated for services performed prior to termination,together with Reimbursable Expenses then due . < Not used. 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this 22 of 27 Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS 10.1 This Agreement shall be governed by the law of the place where the Project is located,except that 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 A201-2007,General Conditions of the Contract for Construction as modified for the Project. 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. 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. .1 The term "hazardous materials or toxic substance" also includes,but is not limited to asbestos, asbestos products,polychlorinated biphenyl(PCB), radon gas,industrial waste, acids,alkaline, lead,irritants, contaminants,or other pollutants,excluding mild chemicals used in the cleaning of finished building materials. .2 If hazardous materials or toxic substances are detected by Architect,its only obligation is to use its best efforts to disclose that information to the Owner. If Owner knows or discovers that hazardous materials or toxic substances are present at or near the Site, it must disclose that information to Architect. If the existence of such hazardous materials or toxic substances increases cost, effort, and/or amount time for Architect to complete its services under this Agreement, the Owner agrees to make an equitable adjustment in the Architect's fee and/or time for performance. .3 To fullest extent permitted by law,the Owner agrees to indemnify and hold harmless Architect, Architect's consultants,agents and employees of each of them for any liability arising out of or related to hazardous materials or toxic substances and/or pollutants at or near the Project site at any time before, during, or after the design and construction of the Project, including but not limited to the specification and use of any product,material,or process involved in the Project, except to the extent caused by Architect's sole negligence or willful misconduct. Owner acknowledges that the Architect has appropriately reduced its compensation as specific consideration for the indemnity contained herein. 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 23 of 27 proprietary.The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 10.8 If the Architect or Owner receives information specifically designated by the other party as"confidential" or"business proprietary,"the receiving party shall keep such information strictly confidential and shall not disclose it to any other person(unless withholding such information would violate the law,create a significant risk of harm to the public or prevent the Owner or Architect from establishing a claim or defense in an adjudicatory proceeding)except to(1)its employees,(2)those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project,or(3)its consultants and contractors whose contracts include similar restrictions on the use of confidential information. 10.9 In the event the Owner issues a purchase order or other instrument related to the Architect's services,it is understood and agreed that such document is for Owner's internal purposes only and shall in no way modify, add to, or delete any of the terms and conditions of this Agreement. If requested,the Architect will reference the purchase order number on invoices. 10.10 Existing conditions: .1 The Owner acknowledges and understands that evaluation and design in connection with renovation, remodeling, rehabilitation or equipment installation requires that certain assumptions be made regarding existing conditions and, because some of these assumptions cannot be verified without the expenditure of significant sums or destroying otherwise adequate or serviceable portions of the building,services will be performed based upon limited investigations and on-site observations and no destructive testing nor invasive testing techniques will be employed. As such,Architect cannot be responsible for defects which are not observed or for which results are not predicted with limited observations. The Owner releases Architect from any claims, damages, losses and expenses arising out of Architect's failure to employ such testing or arising from latent or non-observed conditions or defects. .2 Minor Modifications of Contract Documents During Construction to be Anticipated: Due to the nature of remodeling, it is understood and agreed that it may be necessary to make revisions to the Construction Documents during the Construction of the Work for any changes that become apparent as work is uncovered during construction. Architect's sole responsibility and liability in connection with such changes shall be the prompt correction of the Construction Documents,which will be compensated as an Additional Service. 10.11 In connection with the services performed pursuant to this Agreement,Architect agrees to comply with applicable provisions of federal and state equal employment opportunity laws for individuals based on color,religion,sex,national origin,disabled veteran,recently separated veteran,other protected veteran and armed forces service medal status,disabilities under provisions of Executive Order 11246,and other employment statutes and regulations as stated in Title 41 Part 60 of the Code of Federal Regulations§60-1.4(a-f),§60-300.5(a-e),§60-741(a-e). ARTICLE 11 COMPENSATION 11.1 For the Architect's Basic Services in connection with New Construction described under Article 3 and in Exhibit A,the Owner shall compensate the Architect as follows: (Insert amount qf,"or basis.for, compensation.)As listed in Exhibit B ($ ). New Construction is defined as construction in connection with major additions and free standing buildings. Compensation for Additional Services and Reimbursable Expenses shall be in addition to such amount. 11.1.1 Compensation for Basic Services for Sub-projects will be determined once the scope and character of each Sub-project is firmly established. 24 of 27 (a)A Sub-project is a portion of the Project for which a set of Contract Documents,complete in itself,is prepared or issued separately for bidding or pricing. (b)The Cost of the Work for a series of Sub-projects, which constitute the Project, shall not be cumulative for purposes of determining compensation for Basic Services. The compensation for Basic Services for each Sub-project shall be based on the Cost of the Work for each such Sub-project. [If the Owner obtains the services of a Construction Manager and/or requests that the Project be divided into Sub-projects,the Architect will prepare Contract Documents for a maximum of three(3)Sub-projects and will define these three (3) Sub-projects as one individual project for the purpose of determining Architect's compensation for Basic Services. Sub-projects beyond the three(3)mentioned above shall constitute additional Sub-projects and Architect's compensation for Basic Services in connection with each additional Sub-project shall be based on the Cost of the Work for each additional Sub-project.] 11.2 For Additional Services designated in Section 4.1 or Exhibit A B,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.) As described in Exhibit B($ 11.3 For Additional Services that may arise during the course of the Project,including those under Section 4.3 or in Exhibit A,the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) As described in Exhibit B($ ) 11.4 Compensation for Additional Services of the Architect's consultants when not included in Sections 11.2 or 11.3,shall be the amount invoiced to the Architect plus fifteen percent(15%),or as otherwise stated below: 11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: Schematic Design Phase: twenty percent (20%) Design Development Phase: thirty five percent (35%) Construction Document Phase: twenty five percent (25%) Bidding or Negotiation Phase: included in Construction Phase Construction Phase: twenty percent (20%) Total Basic Compensation: one hundred percent(100%) The Owner acknowledges that with an accelerated Project delivery or multiple bid package process,the Architect may be providing its services in multiple Phases simultaneously.Therefore,the Architect shall be permitted to invoice monthly in proportion to services performed in each Phase of Services,as appropriate. 11.6 When compensation is based on a percentage of the Cost of the Work 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,in accordance with the schedule set forth in Section 11.5 based on(1)the lowest bona fide bid or negotiated proposal,or(2)if no such bid or proposal is received, the most recent estimate of the Cost of the Work for such portions of the Project.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,if any,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.) See Exhibit D Hourly Billing Rates. 25 of 27 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES 11.8.1 Reimbursable Expenses are in addition to compensation for Basic 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 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing,reproductions,plots,standard form documents; .5 Postage,handling and delivery; 6 ` .7 Renderings,models,mock-ups,professional photography,and presentation materials requested by the Owner; .8 Architect's or its consultant's expense of professional liability insurance dedicated exclusively to this Project,or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's or its consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses;and .11 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 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE If the Owner terminates the Architect for its convenience under Section 9.5,or the Architect terminates this Agreement under Section 9.3,the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing,using and maintaining the Project as follows: The Owner and Architect shall agree upon a mutually acceptable fee in writing. 11.10 PAYMENTS TO THE ARCHITECT 11.10.1 An initial payment of Zero dollars($ )shall be made upon execution of this Agreement and is the minimum payment under this Agreement.It shall be credited to the Owner's account in the final invoice. 11.10.2 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 thirty(30) 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.) Eighteen percent(18%)per annum. 11.10.3 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. 11.10.4 Records of Reimbursable Expenses,expenses pertaining to 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 26 of 27 12.1 Special terms and conditions that modify this Agreement are as follows: 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 Owner and Architect. 13.1.1 Nothing contained in this Agreement shall create a contractual relationship with a third party or a cause of action in favor of a third party against either the Owner or Architect. 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B103m1-2007,Standard Form Agreement between Owner and Architect as modified .2 AIA Document E201"'m-2007,Digital Data Protocol Exhibit,if completed,or the following: .3 Other documents: (List other documents, if any, including additional scopes of service forming part of the Agreement) Exhibit A Project Services Exhibit B Compensation Exhibit C Design Schedule Exhibit D Architect's Hourly Billing Rates Attachment 1 Owner provided Program of improvements Attachment 2 Site plan showing proposed project addition/improvements This Agreement entered into as of the day and year first written above. OWNER: AR HITECT: ' • I (Signature (Signat Ted Kozlowski,Mayor Amy W ams,Vice President and Managing Principal (Printed name and title) (Printed name and title) 27 of 27 PROJECT EXHIBIT A To be used with AIA®DOCUMENT B103TM-2007 Modified Standard Form of Agreement Between Owner and Architect Standing Agreement PROJECT EXHIBIT made as of this 21th day of November in the year 2017. (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) Name: City of Stillwater,MN Address: 216 4th street N City: Stillwater State: Minnesota 55082 Phone: (651)430-8800 Email:recctr@ci.stillwater.mn.us and the Architect: (Name, address and other information) Name: HDR Architecture,Inc. Address:600 Hennepin Ave.Suite 260 City: Minneapolis State: Minnesota Phone: 612-524-6000 Email: don.rolf@hdrinc.com for the following Project: (Name, location, and detailed description) Name: St.Croix Valley Recreation Center;Phase A-Space Programming Study& Construction Cost Estimate.Phase B—Recreation Center Addition/Remodel&Field House Dome expansion and replacement Location: 1675 Market Drive Stillwater,MN 55082 Description: Recreation Center:(refer to attachements for additional description) 1. Approx. 11,000 sq.ft.New Construction(two levels). 2. Entrance and field house connection study 3. Interior cosmetic upgrades;Lighting,Door Hardware,Painting. Dome Field House:(refer to attachements for additional description) 1. Expand length from 96 yards to 110 yards(Regulation size field) 2. Replace field turf 3. New membrane cover Upon execution,this Project Exhibit shall be incorporated into and considered part of the Standing Agreement between the Owner and the Architect dated November 21,2017(the Agreement). 1 of 5 SCOPE OF SERVICES PHASE A(Space programming study and construction cost estimate); PART l: Visioning,Site Assessment and Programming Task 1.1—Kick-Off Meeting This task entails hosting a project kick-off meeting.The purpose of this meeting will be to introduce the HDR team to the City of Stillwater,St.Croix Valley Recreation Center and other key stakeholders and to finalize the work effort and schedule for the project. Product: • One two(2)hour visioning session • Project goals and vision statement • Refined project schedule • Identification of key stakeholders and working committee • Outline the project process Client requirements: • Identify and invite client representatives and key stakeholders • Assist in identifying and scheduling user group meetings Meeting: • Kick-off/vision session with City of Stillwater and working committee Task 1.2—Site Assessment and Programming Our team will first understand the mission of the St.Croix Valley Recreation Center,the operational issues,schedule of activities,connection to the community,maintenance,and what tools/technology are needed.We then apply those lessons learned and create a program with the appropriate types and sizes of spaces to accommodate those activities.We will also work with you on site assessment to determine current and future growth expectations. Product: • Site assessment including parking,access,entrance location and event guest flow • Functional space program that responds to initial and anticipated future needs Client requirements: • Provide/collect all available data as identified • Any specific strategic plans • Assist in identifying and scheduling user group meetings(if required) Meetings: • Coordinate user group/key stakeholder meetings as required to complete programming responsibilities • Approval to move to the next task PART 2: Building Concept Development Task 2.1—Design Workshop The HDR team will conduct a design workshop with the working committee.This meeting will be an intensive,collaborative exercise in which our team of experts will work together to address the planning 2 of 5 and design issues associated with the St.Croix Valley Recreation Center.The HDR team will develop(2- 3)conceptual design directions to be refined through stakeholder participation and approval. Product: • Internal design workshop • (2-3)conceptual design options Client requirements: • Attend/participate in the workshop • Availability of client contact for questions,clarifications as needed Meeting: • Present initial ideas • Workshop with the working committee to define single direction for the project to evolve from Task 2.2 Design Refinement Preliminary Draft Taking the materials generated during the Design Workshop,the HDR team will refine these into a draft concept design for the St.Croix Valley Recreation Center.This draft document will be presented to the working committee for review. Product: • Draft site plan,floor plans,building sections and basic renderings Client requirement: • Provide feedback on the preliminary site plan and conceptual design Meetings: • Schematic Design 1.0 review meeting • Approval to move to the next task Task 2.3 Estimate of Probable Cost The HDR team will prepare a Conceptual Design package to be sent to a professional cost estimator or general contractor for an estimate of probable cost for the project. HDR would suggest Building Cost Consultants,LLC or a General Contractor familiar with the local market. Product: • Conceptual estimate of probable cost Client requirements: • Availability of client contact for questions,clarifications as needed Meeting: • Meeting to review the conceptual cost estimate Task 2.4 Recommendations and Documentation The HDR team will prepare a Conceptual Design package for the St.Croix Valley Recreation Center project.This package will be an illustrated document and will be accompanied by an electronic copy of the same materials.The HDR team will present the final package to the City of Stillwater, St.Croix Valley Recreation Center and key stakeholders for approval. Product/Deliverables: • Project narrative • Site plan with proposed improvements • Architectural floor plans,elevations and sections • Interior and exterior building perspectives • MEP and structural engineering systems narratives 3 of 5 • Conceptual cost estimate • Five(5)bound copies of final document and electronic copy • Final presentations for approval Client requirement: • Schedule and identify key stakeholders to attend the final presentation Meetings: • Conceptual Design approval presentation PHASE A.1; (Additional services option)Create built conditions floor plans(CAD or REVIT format)of the recreational center and fieldhouse. PHASE B;(Architectural/Engineering design,construction docoumentation,construction administration) 1. Scope of Services: • Providing overall leadership to and having full responsibility for the entire Design Team. • Providing Architectural and Engineering Design Services,to include review of the existing Building Systems within the project scope. • Providing support for the Owner's Equipment Budgeting and Planning Services, and incorporating this Planning into the Design.FFE(Fixtures, Furniture and Equipment)by owner. • Providing support for the Owner's IT/Telecomm Budgeting and Planning Services, and incorporating this Planning into the Design. • Confirmation of the CM/GC Construction Estimates. • Securing approvals from all authorities having jurisdiction including,but not limited to the State,County,City,and Federal agencies. • Defining the scope of existing and planned utility company services and defining the scope of utility company service modifications necessary to support the project design. • Incorporating into the Design the supplemental GeoTechnical and Survey information (including reference to subsurface boring locations)to be provided by the Owner. • Incorporating into the Design the requirements of the Owner's HVAC Minimum Design Standards. • Providing Schematic Design Documents. • Providing Design Development Documents. • Providing 100%Construction Documents. • Attending and documenting all Owner Plan Review and User Group Meetings during the Design,Preconstruction,and Post-Construction Phases. • Performing and Documenting Quality Control Final Inspections. • Providing leadership and coordinating the activities of all members of the project team for Design Process. • Providing recommendations to achieve project objectives. • Initiating and conducting ongoing project coordination meetings during the design phase and attending construction phase's meetings. • Attending or calling into construction meetings and other occasional meetings which may be necessary from time to time as part of the overall project. • Providing regular reports to the Owner summarizing current project status with regard to time,cost and quality. 4 of 5 2. Site plan,core and shell,interior build-out: a) HDR Architecture,Inc.has been commissioned to coordinate and implement the required Civil, Landscape, Architectural, Structural, Mechanical, Electrical and Interior Design associated with planning,design,construction documents and construction administration services for the project described above. 3. Construction Documents: a) Upon receiving Schematic Design Phase owner sign-off,the Design Development Phase and Construction Document Phase will be developed into a complete set of architectural, Engineering and interior design documents. 4. Construction Administration: b) The HDR Design team will assist in reviewing and managing submittals, RFI's and essential components to this phase. c) Perform punchlist at the end of each project phase prior to owner occupy. d) Estimated Site visit allowance for One individual for a total of 16 site visits(8 month build x 2 per Month) This Project Exhibit is entered into as of the day and year first written above. OWNER: ARCHITECTS(or rchitects representative) t ,W t_ (Signature r; . e) Ted Kozlowski A j illiams Mayor Vice 'resident and Managing Principal City of Stillwater,MN (Printed name and title) (Printed name and title) 5 of 5 PROJECT EXHIBIT B To be used with AIA®DOCUMENT B103TM-2007 Modified Standard Form of Agreement Between Owner and Architect Standing Agreement PROJECT EXHIBIT made as of this 211h day of November in the year 2017. (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) Name: City of Stillwater,MN Address: 216 4th street N City: Stillwater State: Minnesota 55082 Phone: (651)430-8800 Email:recctr@ci.stillwater.mn.us and the Architect: (Name, address and other information) Name: HDR Architecture,Inc. Address:600 Hennepin Ave.Suite 260 City: Minneapolis State: Minnesota Phone: 612-524-6000 Email: don.rolf@hdrinc.com for the following Project: (Name, location, and detailed description) Name: St.Croix Valley Recreation Center;Phase A-Space Programming Study& Construction Cost Estimate.Phase B—Recreation Center Addition/Remodel&Field House Dome expansion and replacement Location: 1675 Market Drive Stillwater,MN 55082 Description: Recreation Center:(refer to attachments for additional description) 1. Approx. 11,000 sq.ft.New Construction(two levels) 2. Entrance and field house connection study 3. Interior cosmetic upgrades; Lighting,Door Hardware,Painting. Dome Field House(Design by others):(refer to attachments for additional description) 1. Expand length from 96 yards to 110 yards(Regulation size field) 2. Replace field turf 3. New membrane cover Upon execution,this Project Exhibit shall be incorporated into and considered part of the Standing Agreement between the Owner and the Architect dated November 21,2017(the Agreement). 1 of 3 COMPENSATION PHASE A(Space programming study and construction cost estimate); $19,500.00-Architectural feasibility and space programming analysis $2,700.00-Mech/Elec/Structural narratives to assist with preliminary cost estimate $3,000.00-General Contractor cost estimate services Reimbursable expense to be invoiced as they occur; Estimates at$600 for mileage,meals and printing costs. PHASE A.1 (Built conditions floor plans) Site verification I field measurements Create recreation center building and field-house floor plans(to include areas not included in this project scope of work) $6,500.00 Reimbursable expense to be invoiced as they occur; Estimates at$200 for mileage and printing costs. PHASE B Provide Civil,Structural,Architectural, Interiors,Mechanical and Electrical design services, construction documents for building permits and construction bidding,construction administration for the project scope identified in Exhibit A. 7%of the cost of work: • The Recreation Center Additions and upgrades as determined at the end of PHASE A. (Preliminary owner budget;$1.5mil to$2mil) • Site work(sidewalks/drive lanes design-engineering)related to the Field House Dome expansion as determined at the end of PHASE A. • Construction Administration/Coordination efforts related to the Field House Dome expansion/upgrades will be determined at the end of PHASE A. At this time,the Field House Dome expansion/upgrades will be designed,engineered, and managed during construction by a Fabric Structure supplier and installer. (Preliminary owner budget for the Field House Dome expansion/upgrades;$2mil) FUTURE ADDITIONAL SERVICES FEE FOR BASE PROJECT Major Scope Changes a. Design fee of 7%of the estimated construction cost for significant additions. Minor Scope Changes a. Fees will be based upon the hourly rates as shown in this contract and negotiated with the owner's representative prior to the work. b. HDR will work with the owner's representative to determine which minor scope changes are not considered additional services. 2 of 3 This Project Exhibit is entered into as of the day and year first written above. O 'V ' ARCHITECT:(or Archit is representative) (Signature) (Srgnat , Ted Kozlowski Amy i ams Mayor Vice President and Managing Principal City of Stillwater,MN (Printed name and title) (Printed name and tide) 3 of 3 PROJECT EXHIBIT C To be used with AIA®DOCUMENT B103TM-2007 Modified Standard Form of Agreement Between Owner and Architect Standing Agreement PROJECT EXHIBIT made as of this 2l"'day of November in the year 2017. (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) Name: City of Stillwater,MN Address: 216 4'street N City: Stillwater State: Minnesota 55082 Phone: (651)430-8800 Email: recctr@ci.stillwater.mn.us and the Architect: (Name, address and other information) Name: HDR Architecture,Inc. Address:600 Hennepin Ave.Suite 260 City: Minneapolis State: Minnesota Phone: 612-524-6000 Email:don.rolf@hdrinc.com for the following Project: (Name, location, and detailed description) Name: St.Croix Valley Recreation Center;Phase A-Space Programming Study&Construction Cost Estimate.Phase B—Recreation Center Addition/Remodel&Field House Dome expansion and replacement Location: 1675 Market Drive Stillwater,MN 55082 Description: Recreation Center:(refer to attachments for additional description) 1. Approx. 11,000 sq.ft.New Construction(two levels) 2. Entrance and field house connection study 3. Interior cosmetic upgrades; Lighting,Door Hardware,Painting. Dome Field House:(refer to attachments for additional description) 1. Expand length from 96 yards to 110 yards(Regulation size field) 2. Replace field turf 3. New membrane cover Upon execution,this Project Exhibit shall be incorporated into and considered part of the Standing Agreement between the Owner and the Architect dated November 21,2017(the Agreement). 1 of 2 DESIGN SCHEDULE TARGET DATES(To be determined) 1. Programming and Planning, Building Concept Development for team review and contractor pricing—(6 weeks) ISSUE DOCUMENTS—January,2018 2. Final Owner review Documents- ISSUE DOCUMENTS—February,2018 3. Bid Package — Site,Utilities,Landscape,Building Core and Shell,Interior Build-out Construction Documents and Specifications ISSUE DOCUMENTS—April,2018 4. Estimated Construction Time line: a) Recreation Center Start:May,2018/Substantial Completion:December,2018 b) Fieldhouse Dome and turf: Spring 2019/Substantial Completion:TBD This Project Exhibit is entered into as of the day and year first written above. OWNER: _- ARCHITECT:(o hitects representative) L. (Signature) (Sign Ted Kozlowski Amy\ Hams Mayor Vice President and Managing Principal City of Stillwater,MN (Printed name and title) (Printed name and title) 2 of 2 Exhibit D Schedule of Labor Rates Principal: $266.00 Senior Project Manager: $212.00 Project Manager: $169.00 Project Design Professional (Mechanical Engineer): $180.00 Design Professional (Mechanical CAD Technician): $130.00 Senior Project Design Professional (Structural Engineer): $205.00 Project Design Professional (Structural Engineer): $144.00 Design Professional (Structural CAD Technician): $96.00 Senior Project Design Professional (Electrical Engineer): $203.00 Project Design Professional (Electrical Engineer): $160.00 Design Professional(Electrical CAD Technician): $104.00 Senior Project Designer: $278.00 Project Designer: $150.00 Designer: $130.00 Senior Project Interior Designer: $170.00 Project Interior Designer: $125.00 Interior Designer: $100.00 Senior Project Landscape Architect: $170.00 Project Landscape Architect: $145.00 Landscape Architect: $110.00 Senior Specification Services: $120.00 Specification Services: $90.00 Senior Project Architect: $194.00 Project Architect: $135.00 Senior Project Coordinator: $132.00 Project Coordinator: $100.00 Senior Construction Administration: $160.00 Construction Administration: $125.00 F Senior Technician (Architectural): $100.00 Technician (Architectural): $85.00 Design Professional Support(Shop Drawings Clerk): $85.00 Administrative Assistant: $80.00 Project Manager Assistant: $100.00 ATTACHEMENT 1 Stillwater St. Croix Valley Recreation Center Introduction A. Doug Brady B. Bryan Karnuth C. Time line of Project Main Point Interest A. Remodel 1. Change lighting Out to Led 2. Replace all current Doors and Hardware 3. Paint Building B. Addition 1. Two Locker Rooms 2. Office 3. Break Room 4. IT Room S. Conference Room 6. Conference Rm for 6ppl 7. Trainers Area with Tubs B. Showers 9. Shooting Area 10. Shop and Storage 11. Memorabilia Location 12. Video Room C. Dome Structure 1. Extend Field House to a Regulation Size Field 2. Replace Field turf 3. Change Lighting 4. Replace Inflation and Heating Units 5. Replace Membrane Cover 6. Add Storage Area 7. Changing Area 8. Entrance Changes Questions: Thank You all for Attending Stillwater St.Croix Valley Recreation Center Page 2 of 2 ATTACHMENT 2 WEST ORLEANS AVE. -- -- I7-- . 4 , ‘f . 'tAlft,P-$ ,9IP•P• r 'r 41,1. „,,, , 7 / i I 7V-0"..E113+.C...K.... _ _ _ 1 i' II I \ ' E+. elj El-) I oPiROPOSU OUTDOOR ICE Re ED-I _ 1 ) \L'e )Crg-TREES-TO BE RELOCATED ON SITE ® i ',. AREA TO BE SODDED(12TYP.) I 1) ''' SOD BOULEVARD •---•aa-uaa.maaasmoks, - ' SEED ALL DISTURBED AREAS - ...,, CRUSHED UMESTONE ROCK MUTON ES'EEPTIN MAINTENANCE STRIP I: t1.1' 1 / • j..r.) '41.• , 1 0 II P4I '1 a t) A it ER ICE ARENA - I I: fib rwrof, F.F E 97-0* 1 .PARszKINsais_ 02.91 6 II 'ffiiiiik DANA ; '1 ;miff:4.1 "jfre\X,A1)-4''''\ ..2-:%. -.‘" ......dh !..::2:::111 NEW SUPPORT SPACES ,o I . .1'4....f....4 1 r 4..a.Sal,......•••..... ENTRANCE AND hi • ,, / &..._.•-- AREA TO BE SC CONNECTION Hi:. • TO SE SEEDED1....s, AREA TO BE SC STUDY it — STUDYy ...- ./ c _ 0 4 , . .` 4,), r, - 1it 1 H 1 I ii.14616 .LJJ ,a)') ' 7 ilrt. FIELD HOUSE , I , I 3 ii.::f DARN 934.5' I ' //,' / , / POND 8H i 1H 1 I ,',0 % .• EXTEND DOME TO THE WEST ::: , - , _ g i. En UNE ARtA.S - PARKING la L - NEW TURF s NI* SEE L owns— (---..,-, ,,,s, HA . \ \ ‘..1)1 . , Ni I 1[1111 RHI ..-. .., _ NEW FABRIC COVER 1 N . .,...i.t.," .,,1 re. I. -.. — (L 114 1 II a i F 1. I I -, II , , ,, \ .. , ; ii SOD ALL ISLANDS Q....) \ 1 i 1 '''.. BITUMINOUS DR/VE FROM PARKING LOT / .‘ eus P AMOK 1 t I ! . i , - AND AROUND FIELDHOUSE SEE C2 , , 1 AREA TO BE SODDED (3.),- i ..,- --`' AREA TO BE SODDED (12' TYP.)- - ' SEED BETWEEN BITUMINOUS PATH AND WALE' i " \st> SEED ALL DISTURBED AREAS 11 :i \ i e i 7 I' EXTG TREES TO REMAIN AND BE PROTECTED I SEE SHT Cl AND DETAIL GM a a ST. CROIX RECREATION MTAKA ;M. 'T SEMACK— _ I CENTER 00....o.,, PROPOSED StY-a-Si , STILLWATER, MN WOE _ _ _ s CURVE CREST BLVD