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FD 93 Bunk Room Renovation Agreement..-MAIA Document B10f — 2007 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Third day of September in the year Two Thousand Fifteen. (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 and the Architect: (Name, legal status, address and other information) ARCON Associates, Inc. 2050 S. Finley Road, Suite 40 Lombard; Illinois 60148 for the following Project: (Name, location and detailed description) Initial Project: Bunk Room Renovation @ Fire Station 93 ARCON will provide Architectural services for the investigation, design, construction documents and bidding of the above noted work at a lump sum not to exceed cost of S8,D00. We will utilize Time and Material fees forthe he Construction Administration portion of the services. Other Projects under this Master Agreement: This Agreement is a Master Agreement, and shall be the basis for all other projects assigned to the Architect by the Owner, which assignments must be provided in writing and approved by the Owner in accordance with law. Such projects shall be considered as amendments to this agreement, with the Scope of Work and compensation clearly called out for each project on a letter to be attached hereto. . The Owner and Architect agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. e Approved s to FO Date: `lei jam Ink AIA Docurnent 0101"— 2007 Vormerly 13151- —1997). Copyright 0 1974, 1978, 1987, 1997 and 2007 by The American Institute or Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright taw and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penaft es, and will be prosecuted to the maximum extent possible under the law. This document was produced by AW soltware at 10:05:46 on 09/0312015 under Order No.3016516322_1 which expires on 04113/2016, and is not for resale. (728712314) �_�._ _.. , } ,c Lwi�A __ _�._� _ _ . �tcA 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 TERMSAND.CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBITA INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article I and in the Project Authorization which will be issued (and attached hereto as an exhibit) for each project assigned to the Architect. (Complete Exhibit A, Initial Information, and incorporate it into the Agreement at Section 13.2, or state below Initial Information such as details of the Project's site and program, Owner's contractors and consultants, Architect's consultants, Owner's budge) for the Cost of the Work, authorized representatives, anticipated procurement method, and other information relevant to the Project.) § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth (Paragraphs deleted) in the attached schedule attached hereto as Exhibit A unless otherwise noted in a project letter agreed to by both parties. § 1.3 This Agreement is intended to be a master agreement between the parties, with Project Authorizations attached as exhibits which are consecutively numbered as exhibits A, B and so on for each specific project authorized by the Owner pursuant to the Master Agreement. Each Project Authorization shall be attached as an Exhibit for a specific project assigned to Architect by Owner pursuant to this Master Agreement. In the event that a provision in a Project Authorization conflicts with a provision of this Agreement, the provision of the Project Authorization shall control. Both parties, however, recognize that such information, as it directly affects the scope of the Project and the services of the Architect, may materially change and, in that event, the Owner and Architect shall, if applicable, negotiate to appropriately adjust the schedule, the Architect's services and the Architect's compensation. AIA Document 8101"— 2007 formerly 8151"-19971. Copyright ®1974, 1976, 1887, 1997 and 2007 by The American Inahitule of Architects. All rights Inrt. reserved. WARNING: This AIA Document is protected by U,S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 2 of this Ale Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible / under the law. This document was produced by Ab software at 10:05:46 on 09/03/2015 under Order No.3016516322_1 which expires on 04113/2016, and m not for resale. 17287123141 ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. The Architect has been engaged to provide professional design services because of its expertise, experience and qualifications in dealing with projects of similar scope. The Architect shall exercise skill and care consistent with the expertise, experience and qualifications of design professionals providing services on similar projects in Illinois. All services, and an instruments prepared by the Architect as part of the services shall comply and be consistent with applicable federal, state, and local laws, codes, and regulations. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. The Architect shall not change such Representation, or any other key project personnel, without the prior written approval of the Owner. § 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. § 2.4.1 The Architect represents and certifies that the Architect is not barred from contracting with a unit of state or local government as a result of (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Architect is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either section 33E-3 or Section 33E4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E -I et seq. If at any time it shall be found that the Architect has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Consultant shall be liable to the Owner for all loss or damage that the Owner may suffer, and this Agreement shall, at the Owner's option, be null and void. § 15 The Architect shall maintain the following insurance for the duration of this Agreement and for three years thereafter. 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, provided that the Architect provides Owner prior written notice: (Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.) (Paragraphs deleted) General Liability— Comprehensive General Liability $1,000,000 per claim; $2,000,000 Aggregate insurance, on an occurrence basis, with policy limits of not less than $2,000,000, for each occurrence and in the aggregate, for bodily injury and property damage. .2 Automobile Liability — Automobile Liability $1,000,000 insurance covering owned and rented vehicles operated by the Architect with policy limits of not less than $1,000,000, combined single limit and aggregate, for bodily injury and property damage. (Paragraph deleted) .3 Workers' Compensation — Workers' Compensation $500,000 at statutory limits Employers Liability insurance with a policy limit of not less than $500,000. .4 Professional Liability — Professional Liability $2,000,000 per claim; $2,000,000 Aggregate insurance covering the Architect's negligent acts, errors and omissions in its performance of professional services with policy limits of not less than $2,000,000 per claim and in the aggregate. Architect shall continue such insurance in effect for the duration of this Agreement and three years thereafter or will maintain Architect's errors and omissions insurance in the foregoing amount with an insurance company with the same or a higher Best's insurance company rating. .5 Excess Liability Insurance — The Architect may use umbrella or excess liability insurance to achieve the required coverage for Comprehensive General Liability and Auto Liability, provided that such lntl AIA Document 8101"— 2007 Vormerly B151"-1997). Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` Document, or ahry portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible t under the law. This document was produced by AIA software at 10:05:46 on 09103/2015 under Order No.3016516322_1 which expires on 04/132018, and is not for resale. 17287123141 umbrella or excess coverage results in the same type of coverage as required by such individual policies. .6 If; during the life of this Agreement, or any extension thereof, any of the insurance required of the Architect expires, such policy shall be immediately renewed with the same limits and conditions, and shall be maintained in effect for a period of three years thereafter. Certificates of insurance evidencing all the required insurance shall be delivered to Owner within 10 days of the execution of this Agreement. Such certificates of insurance shall show the type, amount and class of operations covered, as well as the effective dates of the various insurance policies. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, or canveled by the insured: (i) except after thirty (30) days prior written notice has been given to Owner for cancellation or nonrenewal by the Architect; and (ii) except after ten (10) days prior written notice has been given to Owner for cancellation due to non-payment of premiums by Architect. Each insurance policy shall name the Owner, its officers, officials and employees, volunteers and agents as additional insureds. .8 The requirements and obligations set forth in §2.5 shall survive termination of this Agreement and the Owner's acceptance and payment for the Architect's services." ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services. The Architect shall exercise reasonable care to engage consultants who shall possess the experience, skill, and knowledge necessary to qualify them individually for the particular duties they perform and who shall perform all work in conformity with the standards of reasonable care and skill with respect to professional services they are rendering. Said consultants shall carry professional liability insurance. § 3.1.1 The Architect shall manage the Architect's services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner. § 3.1.2 'Me 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 Own Fr's consultants. Nothing in this Section 3.1.2 shall be interpreted to relieve the Architect of satisfying the standard of care requirements set forth in Section 2.2 of this Agreement. 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. Architect represents that all work will be performed in accordance with the Illinois Architecture Practice Act, current edition and all rules and regulations promulgated thereunder. § 3.1.3 The schedule of performance is as set forth in Exhibit A (collectively, "Schedule ojPerformance'D. The parties acknowledge and agree that time is of the essence in the performance of all of the terms and conditions of this Agreement. The Schedule or Performance shall not be amended accept upon mutual written agreement of the parties. § 3.1.4 Architect shall not be responsible for substitutions made by Owner without Architect's recommendation. § 3.1.5 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 pEbviding utility services. § 3.1.6 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. § 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. Init. ALA Document 8101- —2007 formerly 8151"-1997). Copyright ® 1974, 1978, 1957, 1997 and 2007 by The American Institute W Architects, All right, reserved. WARNING: This AIA= Document Is protected by U.S. Copyright Law and International Trestles. Unauthorized reproduction or distribution of this AIA` Document, or any portion of h, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible / under the law. This document was produced by AW softare at 10:05:46 on 09/03/2015 under Order No.3016516322_1 which expires on 04/13/2016, and is not for resale. 17287123141 § 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 review such information to ascertain that it is consistent with the requirements of the Project and 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 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's 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 program, schedule and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 33.8 The Architect shall meet with the Owner or Owner's representative to present the proposed work for approval to proceed and the Architect shall print exhibits for presentations. § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and 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 The Architect shall update the estimate of the Cost of the Work. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. AIA Document 8101" — 2007 �lormerfy 8151^ —19971. Copyright ®1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Inst reserved. WARNING: This AIA Document is protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible t under the law. This document was produced by AiA software at 10:05:46 on 09/03/2015 under Order No.3016516322_I which expires on 04113/2016, and is not for resale. 028712314) § 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 (honer in the development and preparation of (1) 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). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. § 3:4.4 The Architect shall update the estimate for the Cost of the Work. § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval. § 3.4.6 The Architect shall.afford the Owner, and its counsel, the opportunity to review and comment upon the instructions to bidder, bidding forms, bidding requirements, and supplementary conditions in no more than two months to permit any changes deemed necessary by Owner prior to their being published and available to the bidding public, § 3.4.7 Notwithstanding anything to rine contrary contained in this Agreement, the Owner's review and acceptance (or approval) of any and all documents or other matters required herein shall be for the sole purpose of furnishing the Architect with information as to Owner's objectives and goals with respect to the Project. Such review and acceptance (or approval) shall "not be for determining the propriety, accuracy or completeness of the Architect's work; shall not create any liability on the part of the Owner for errors, omissions or inconsistencies or other fault in the Architect's work. § 3.4.5 Notwithstanding anything to the contrary contained in this Agreement, the Architect acknowledges and agrees that the Owner, in its sole discretion, may choose to use a bidding package and contract with a Contractor that is not prepared by the AIA on a standard AIA form. Accordingly, the Architect acknowledges and agrees to conform the Contract Docutriants to work with, and be consistent with, the bid package and contract Owner will use to put the project out for bid=and contract. Owner shall provide Architect Owner's standard bid package and contract prior to the commencement of Architect's services. § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining 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 procuring the reproduction of Bidding Documents for distribution to prospective bidders; IDR. AIA Document B101'v —2007 Yonnerly 8151— —1887). Copyright ®1874, 1878, 1087, 1887 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution s of this AIA` Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible t under the law, This document was produced by AIA software at 10:05'46 on 09/0312015 under Order No.3016516322 1 which expires on 04113/2016, and is not for resale. (728712314) I distributing the Bidding Documents to prospective bidders, requesting thew return upon completion of the bidding process, and maintaining a log of distribution and retrieval and of the amounts of deposits, if any, received from and returned to prospective bidders; .3 organizing and conducting a pre-bid conference for prospective bidders; .4 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda; and .5 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 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 (Paragraphs deleted) § 3.6 CONSTRUCTION PHASE SERVICES § 3.6,1 GENERAL § 3.6.11 The Architect shall provide administration of the Contract between the Owner and the Contractor or Construction Manager, as applicable, as set forth below and in AIA Document A201Tm-2007, General Conditions of the Contract for Construction. 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 on the date the Architect issues the final Certificate for Payment. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.3.3, to: (1) become familiar with the progress and quality of the portion of the Work completed; and (2) endeavor to guard the Owner against defects and deficiencies in the Work; and (3) determine 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 submitted by the Contractor, 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 and shall notify the Owner of such rejection. 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 or Construction Manager, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. Intt AIA Document B101"— 2007 iformerly 8151"— 19971. Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` Document, or any portion of It, may result In severe civil and criminal Wattles, and will be prosecuted to the maximum extent possible 1 under the law. This document was produced by ALA software at 10:05:46 on 09/0312015 under Order No 30165163221 which expires on 04/13/2016, and is not for resale. (7287123141 § 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 anytime 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. (Paragraph deleted) § 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, the Contractor has submitted the contractor's lien waiver for the materials and services subject to the certificate for payment, 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 Arcbitect has (1) made exhaustive or continuous on-sife inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain itrecord of the Applications and Certificates for Payment. § 3.6.0UBMtTTALS § 3 fiA.t 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` actionupon 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 Contractor Documents. 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 notindicate approval of an assembly of which the item is a component. § 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. AIA Dxument 8101"' —2007 rrfomleriy 6151" —1997). Oopyd9ht ®1974, 1978, 1987, 1997 and 2007 by The American Insfitute of Architects. All rights In1t reserved. WARNING: This AIAb Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA` Document, or any portion of it may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AW software at 10:05:46 on 0910312015 under Order No.3016516322 1 which expires on 0411312016, "is not for resale. (728712314) § 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 as to cause no delay in the Work or in the activities of the Owner. 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. § 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. The Architect shall also prepare a list of items that must be completed by the Contractor to achieve final completion ("Punch List"). The Architect shall provide the Owner and the Contractor with a copy of the Punch List and shall establish a date by which all work in the Punch List must be completed. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (l) 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. § 3.6.6.6 The Architect, with the final Certificate of Payment, shall provide the Owner with one (1) set of "as -built" records drawings prepared by the Contractor. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second column of the table below /n the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. /fin an exhibit, idents the exhibit.) Init. AtA Document 8101"— 2007 �lormedy 8161" —1997). Copydghl ®1974, 1976, 1967, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.6. Copyright taw and International Treatise. Unauthorlud reproduction or distribution of this AIA` Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible / under the law. This document was produced by AIA software at 10:05:46 on 09/03/2015 under Order No.3016516322 1 which expires on 04/13/2016, and is not for resale. (726712314) Additional Services Responsibility Location of Service Description (Architect, Owner (Section 4.2 below or in an exhibit or attached to this document and Not Provided identified below 4.1.1 Programming 4.1.2 Multiple preliminary designs 4.1.3 Measured drawings 4.1.4 Existing facilities surveys 4.1.5 Site Evaluation and Planning B203Tat-2007 4.1.6 Building information modeling 4.1.7 Civil engineering 4.1.8 Landscapedesign 4.1.9 Architectural Interior Desi B252TN-2007 4.1.10 Value Analysis 204TM-2007 4.1.11 Detailed cost estimating 4.1.12 On-site project representation 4.1.13 Conformed construction documents 4.1.14 As-Designed Record drawings 4.1.15 As-Constructed Record drawings 4.1.16 Post occupancy evaluation 4.1.17 Facility Su it Services 210Tm-2007 4.1.18 Tenant-related services 4.1.19 Coordination of Owner's consultants 4.120 Telecommunications/data design § 4.1.21 Security Evaluation and Planning 206Ta1-200 4.1.22 Commissioning 211Tel-200 4.1.23 Extensive environmentally responsible design 4.124 LEED7 Certification 214Tm-2007 4.1.25 Fast-track design services 4.1.26 Historic Preservation 205'T"a-200 § 4.1.27 Furniture, Furnishings, and Equipment Design B253T`-2007 § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not further described in an exhibit attached to this document. See Project Authorization issued for a specific project. § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement, upon the written approval of the Owner. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 43 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. Architect shall not be entitled to any payment, reimbursement, compensation or Reimbursable Expenses for Additional Services, unless the Architect obtains the Owner's prior written permission to provide Additional Services. § 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 prior 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; AIA Dowment 8101--2007 formerly B151"-19971. Copyright 01974, 1978. 1997, 1997 and 2007 by The American Institute of Architects. All rights Intt reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 10 of this AIA' Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible t under the law. This document was produced by AK software at 10:05:46 on 09/0312015 under Order No.3016516322_1 which expires on 0411=016, and is not for resale. f19a719a141 .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 LEER® 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; .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. (Paragraphs deleted) ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in set forth the a timely manner regarding requirements for and limitations on the Project, including a written program which shall 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. § 5.2 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. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Village's Public Works Director, or designee, shall communicate on the Owner's behalf. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 Upon reasonable request of the Architect, the Owner shall furnish, if required, 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. (Paragraphs deleted) § 5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 Although the Owner has no duty or obligation to inspect the Project, the Owns' 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. (Paragraph deleted) AIA nocument 8101"' — 2087 �formedY 6151 "' —1987). CoPYright ®7974, 1876, 7887, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: Thls AIA Document is protected by US. Copyright Law and International Treaties. Unauthorized reproduction or distribution 11 and criminal es, and will be ofthisAlAc Document, or under the law. This ddocumenoss t was produced by AW may of it,rest, ri at 10 05 46Ion 09103/2015 undertlorder No.3016616322c 1 which expi es on 04/13/2016d to the maximum ement Pand is a I .•----- (728712314) § 5.11 Intentionally Deleted. § 5.12 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. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land, fights -of -way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. For purposes of calculating the Architect's fee and compensation, the Cost of the Work shall not include any cost increases to perform the Work as a result of errors by the Architect or its consultants. § 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 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work of from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include reasonable contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents, with the consent of the Owner, alternate Bids as maybe necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requests detailed cost estimating services, the Architect shall provide such services as an Additional Service under Article 4. § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, through no fault of the Architect, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate recommendations to the Owner to reduce the estimated Cost of the Work, including, but not limited to, adjusting the Project's size, quality or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the (Tuner's budget for -.the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the loWcst bona fide bid, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect, without additional compensation, shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. InIL AIA Document 8701" — 2007 Vormedy B151"-19971. Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 12 of thisAIA` Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible t under the law. This document was produced by AW sohware at 10:05:46 on 09/03/21115 under Order No.3016516322_1 which expires on 04/1312016, and is not for resale. 17287123141 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. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 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. § 7.2.1 Architect hereby grants Owner a perpetual, non -terminable, non-exclusive, royalty -free worldwide right and license to use, reproduce, adapt, alter, add to, distribute, display, sell, maintain, operate, create, construct and destroy the Project, for the full term of copyright. § 7.3 Upon execution of this Agreement, the Architect grants to the Owner nonexclusive, worldwide right and license to use, reproduce, adapt, alter, add to, distribute, and display the Consulting Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering, operating, creating, destroying and adding to the Project for the full term of copyright, 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 Section 7.3 shall terminate. § 7.3.1 in the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. § 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. (paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, in accordance herewith, 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 approved by Owner 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 for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses authorized by Owner 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. AIA Document 11101^' — 2007�formedy 8151" —1997)• Copyright O 1974, 1978, 1987, 1997 and 2007 by The Amencan Institute o1 Architects. All rights Init.reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 13 and Will be portion of it, may result in severe civil and criminal pena under the law. This documentto the maximum extent possi of this AJ9 Document, ornwas produced by AIA software at 10:05.:46 on 09/03/2015 underrOrder No.3016516322c1 ted which WPM 011 04/13/2016. and isle / not for resale. (728712314) § 9.31f the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven (7) days written notice to the Architect for 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 and all Termination Expenses as defined in Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement and the rights of Owner and Contractor under this Agreement will be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois; venue for any action related to this Agreement will be in the Circuit Court of DuPage County, Illinois. § 101 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2007, General Conditions of the Contractfor. Construction. § 10:3 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. § 10.41f 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 14days 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 rause 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.ol or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. § ICA 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 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, or (4) as may be required by law. Init.AIA Document 8101- —2007 formerly 87511' —1997)• Copyright ®1974, 1978,1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 14 of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible t under the law. This document was produced by AN software at 10:05,46 on 0910312015 under order No.3016516322 1 which expires on 0411312016, and is not for resale. (728712314) §10.9 To the extent the following applies, Architect shall comply with all federal, state and local laws, rules and regulations applicable to the Work including without limitation all building codes, the Americans with Disabilities Act, the requirements of the Equal Employment Opportunity Clause of the Illinois Human Rights Act, (775 ILCS 5/2405), the rules and regulations of the Illinois Department of Human Rights, the Public Works Employment Discrimination Act (775 ILCS 5/10 et. seq.), and all laws and regulations pertaining to occupational and work safety. The Architect's signature on this document herein certifies that it had a sexual harassment policy in effect which complies with 775 ILCS 5/2-105. §10.10 In the event of the Architect's non-compliance with the provisions of the foregoing Equal Employment Opportunity Clause, the Illinois Human Rights Act, or the Hiles and regulations or the Illinois Department of Human Rights, the Architect may be declared ineligible for future contracts or subcontracts and this Agreement may be canceled and voided in whole or in part and such other sanctions or other penalties may be imposed as provided by statue or regulation. However, any forbearance or delay by the Owner in canceling this Agreement shall not be constituted as and does not constitute the Owner's consent to such a violation or the Owner's waiver of any rights it may have. §10.11 The relationship created by this Agreement between the Owner and the Architect is one of independent contractor and is no way to be construed as creating or appointing the Architect as an agent of the Owner for any purpose whatsoever. ARTICLE 11 COMPENSATION (paragraphs deleted) § 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 Fifteen percent ( 15 %) Design Development Phase Twenty percent ( 20 %) Construction Documents Forty percent ( 40 %) Phase Bidding or Negotiation Phase Five percent ( 5 %) Construction Phase Twenty percent ( 20 %) Total Basic Compensation one hundred percent ( 100 %) § 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. (Table deleted) (paragraphs deleted) § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.6.1 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: (paragraphs deleted) .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 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, models, mock-ups, professional photography, and presentation materials requested by the Owner; AIA Document 8101"— 2007 fDocument Is protected by U.S. Copyright Law and international 8151"-1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init.reserved. WARNING: This AIA Treaties. Unauthorized reproduction or distribution 15 Of this AIA Document, or any portion of it, may result In severe civil and criminal penaniea, and will be prosecuted to the maximum extent possible t under the law. This document was produced by AW software at 10:05:46 on 0910312015 under Order N0.3016516322_1 which expires on 04113/2016, and Is nm for resale. (728712314) .8 Architect's 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 consultants. Refer to Exhibit B. (Paragraphs deleted) § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of Zero ($ 0.00 ) 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. § 11.102 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 (Paragraphs deleteaq invoice, but in the event no later than as required by statute for governmental entities. § 11.19.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or ligwdated 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. § 11:19A Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be provided to Owner, upon request at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 12.111e Architect shall, without regard to the availability or unavailability of any insurance, either of the Owner or the Architect, indemnity and save harmless the Owner, and its officials, employees, agents, and attorneys against any and all Iawsuits�, claims, demands, damages, liabilities, losses, and expenses, including attorneys' fees and administrative expenses, that arise, or may be alleged to have arisen, out of or in connection with, the Architect's performahceDL or failgre to perf6rm, the services or any pail thereof; except to the extent caused by the sole •,snlinnnwo of fhPfliun� ^,. § 122 The Architect certifies that the Architect is not barred from entering into this contract as a result of a Conviction for either bid -rigging or bid rotating under Article 33E of the Criminal Code of 1961, 7201LCS 5/33E or any other applicable law, rule or regulation. § 12.3 Any written notices provided for in this Agreement and copies of all correspondence shall be transmitted to the Owner and the Architect at the following address; Architect: Attn: Steve Hougsted ARCON Associates, Inc. 2050 S. Finley Road, Suite 40 Lombard, Illinois 60148 Owner: Attn: Director of Public Works Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 § 12,4 Asbestos. The Architect shall not specify materials, products, fixtures and equipment for this Project, which the Architect is aware contains asbestos. § 12.5 Change Order Compensation: The Architect shall be compensated for all change orders associated with the Project, except for those change orders that are due to the Architect's error. Ink. AIA Document 8101- —2007 Jfomledy B151"-1897). Copyright ®1874, 1978, 1887, 1997 and 2007 by The American institute of Architects. NI rights reserved. WARNING This AIA Document is protected by U.S. Copyright Law and International Trestles. Unauthorized reproduction or distribution is of thisAIA` Document, or any portion of a, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AK software at 10:05:46 on 09/03/2015 under Order No.3016516322_1 which expires on 04/1312016, and is not to resale. (728712314) § 12.9 The Owner agrees to permit the Architect to include as part of the Project a project sign, identifying the Project, Owner, Architect, Construction Manager/Contractor and other parties the Owner deems appropriate. The Architect may, at his expense, include signage on the project site specific to identifying the Architect of the project. § 12.12 Fast -Track: In order to minimize construction problems and change orders, Architect's Standard Practice requires the completion of detailed working drawings prior to bidding and entering into firm construction contracts. However, Owner may choose to accelerate the completion of the Work on a fast-track basis pursuant to Section 4.1.25 hereof so that it is completed in a shorter time period than would normally be required. Owner understands that if construction or furnishings contracts are let prior to the completion of final Contract Documents, there may be increases in costs and change orders caused by the inability to coordinate construction documents and the inability to make various decisions until after early bids are received and some construction undertaken. § 12.13 Force Majeure: Neither party will have any liability to the other party for any failure to perform, or for any cancellation in connection with performance of any obligations under this Agreement, if such failure or cancellation is due to, or in any manner caused by, the laws, regulations, acts, demands, orders, or interpositions of any government, or by strikes, fire, flood, weather, war, terrorism, rebellion, insurrection, or any other causes beyond the control of either party, whether similar or dissimilar to the foregoing. § 12.14 Responsibility for Code Compliance: the Architect shall conform the Drawings and Specifications to applicable codes existing as of the date of certification thereof. § 12.15 Indemnity and Insurance from Contractor Required in Construction Contract: Owner shall permit the Architect to insert the following or similar clause into General Conditions: "To the fullest extent permitted by law, the Contractor shall waive any right of contribution and, with respect to the Indemnified Parties, any limitation of liability under Worker Compensation laws, and shall indemnify and hold harmless the Owner, the Architect and their agents and employees and consultants (the "Indemnified Partires") from and against all claims, damages, losses and expenses ("Claims"), including but not limited to attorneys' fees and economic or consequential damages; arising out of resulting from or in connection with the performance of the Work, provided that any such claim, is caused in whole it in part by any negligent act or omission of any Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable; regardless of whether or not it is caused in part by an Indemnified Party. Such obligation shall not be construed to negate, abridge; or otherwise reduce any other right or obligation or indemnity which would otherwise exist as to any part or person described in this Agreement. in any and all Claims against any Indemnified Party by any employee of the Contractor or any Subcontractor, anyone directly or, indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under worker compensation acts, disability benefit acts or other employee benefits acts. The term 'Claim' as used in this paragraph shall be construed to include, but not be limited to (1) injury or damage consequent upon the failure of or use or misuse by Contractor, its Subcontractors, agents, servants or employees, of any kind of items of equipment, whether or not the same be owned, furnished or loaned by Owner or Contractor; (2) all attomey's fees and costs incurred in bringing an action to enforce the provisions of this indemnity or any other indemnity contained in the Contract Documents; and (3) time expended by the Indemnified Party and its employees, at their usual rates plus costs of travel, long distance telephone and reproduction of documents. In states with anti -indemnity laws, such as Illinois, include: "Only to the extent" necessary to prevent this provision from being void under 740 ILCS 3511, et seq., entitled 'Indemnification of person from person's own negligence, this indemnity agreement shall not require the Contractor to indemnify any Indemnified Party against that party's own negligence." AIA Document 8101"— 2007 Vformerty 8151"' —1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 17 Inft of it, may sult in and criminal ies, and will be imum extent 1 underthe law. This dof this Me eocument was prodnt, or any uced by ALA software at 10A5'46Ion 09=12015 underrOrder No.30 651632prosecuted 1 which ex)i esxon 0 411 312016, and is not for resale. (726712314) Unless such a requirement increases the cost of the Project or would materially reduce the potential bidders pool, Owner shall permit Architect to include in the general conditions to the Contract for Construction a requirement that Contractor and its Subcontractors cause their general liability and automobile liability insurance policies to cover claims and other expenses, including costs of defense, asserted against Owner and Architect, their agents, employees and consultants for bodily injury, sickness, disease or death arising out of the operations of the Contractor, any Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts any of them may be liable. The coverage afforded the additional insured shall be endorsed to be primary insurance with respect to claims arising out of operations performed by or on behalf of the named insured If the additional insureds have other insurance which is applicable to the loss, such other insurance shall be deemed as excess or contingent coverage. The extent of the insurer's liability under any insurance policy shall not be reduced by the existence of such other insurance. § 12.16 Third Party Beneficiary: No person or entity other than Owner is intended to be a beneficiary of Architect's services under this Agreement and contractor shall have no right to maintain any action in contract, tort or otherwise directly against the Architect. § 12.18 Job Site Safety: Notwithstanding any contrary or potentially ambiguous description of Architect services, it is intended that the Architect shall have no responsibility for job site safety on the Project. The Contractor and Subcontractors shall have full and sole authority for all safety programs and precautions and the means, methods, techniques, sequences and procedures in connection with the Work. When Architect is present at the site, such presence shall be only for the purpose of endeavoring to protect the Owner against any deviations or defects in the completed construction Work, and Architect shall have no authority to or responsibility to take any action whatsoever on the site regarding safety precautions or procedures. No provision on this Agreement shall be interpreted to confer upon the Architect any duty owed under the common law, under OSHA, or any other statute or regulation to construction workers or any other party regarding safety or the prevention of accidents at the jobsite. 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 insti mnent signed by both Owner and Architect § 132 This Agreement is comprised of the following documents listed below: .1 AIA Document BIO1Tm-2007, Standard Form Agreement Between Owner and Architect 2 Other documents: (List other documents, if any, including Exhibit A, Initial Information, and additional scopes of service, ifany, forming part of the Agreement.) Exhibit A Exhibit B. FOR THE OWNER: FOR THE ARCHITECT: THE VILLAGE OF OAK BROOK ARCON ASSOCIATES, INC. (Row deleted) Init. AIA Document 8101"— 2007 Pffoerly 8151-- 111117). Copyright 01974, 1976, 1987, 1997 and 2007 by The American Inslitute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Trestles. Unauthorlud reproduction or distribution 1B of this AJAe Document, or any portion of it, may result in severe civil and criminal penaltles, and will be prosecuted to the maximum extent possible J under the law. This document was produced by AW so6ware at 10:05:46 on 08/03/2015 under Order No.3016516322 1 which expires on 04/132016, and is not for resale. User Notes: (7211712314) Village of Oak Brook ARCON Associates, Inc. ATTES - ATTEST: otteiPritss, Village Clerk D etc; uector dministration Village of Oak Brook ARCON Associates, Inc. AIA Document Eli —2007 formerly 8151- —1997). Copyright ® 1974, 1978, 1987, 1997 and 2007 by The American hrs8lute of Architects. All rights Init.reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution 19 of this AIA` Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible / under the law. The document was produced by AIA software at 10:27:43 on 09/032015 under Order No.3016516322_1 which expires on 041132016, and is not for resale. User Notes: (1296982902) EXHIBIT A Project Schedule Probable Notice to Proceed August 3, 2015 Draft Plan View Layout NLT NTP + 20 days Review by Village < 10 Days Final Plan NLT NTP + 45 Days Plan and Specification Package NLT NTP + 60 days SEH/dls JAVillage of Oak Brook\Village of Oak Brook GeneroKonfrocAEXHIBIT A.wpd - ;ARCON .4 June 10, 2015 Mr. Mike Hullihan Director of Public Works Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 RE: Architectural Services Proposal Fir Station 93 Bunk Room Renovotion Village of Oak Brook, IL Dear Mike: EXHIBIT B We are pleased to present this Architectural Services proposal for the above noted work. We understand the scope of work includes the renovation of the existing bunk room at fire station 93, including the removal and replacement of the existing low walls with new drywall partitions, and new electrical receptacles and task lighting. The new walls will run up to within 18 inches of the existing ceilings. We understand the existing flooring will be replaced, but the ceilings and general lighting will remain. As with the dispatch room, we are assuming you would like this project be handled using a time and material fee with a not to exceed amount. This project is very similar to the dispatch room, except that it does not have the exterior roofing portion of work. Also, it is not clear how much input we will need from an Electrical Engineering consultant, so I have included $3,000 as part of the not to exceed amount for their services. Therefore, we propose time and material fees be utilized for the investigation, design, construction documents, and bidding phases of this project with a not to exceed amount of $8,000.00. If the electrical engineer is not needed, our not to exceed fee will drop to $5,000.00. We propose a separate time and material fee be utilized for the construction observation and close out phases. Reproduction costs, postage/delivery charges and consultant reimbursable expenses are not included in the above noted fee and will be invoiced with a 1.1 multiplier of actual cost. ARCON's hourly rates are as follows: Principal $ 178 per hour Project Architect 165 per hour Project Manager 160 per hour Draftsman 120 per hour Clerical 80 per hour I was talking with Rania Serences, and neither of us can locate a signed contract. I have attached one that she sent me a quite a while back, but our attorney told us at that time that there are provisions in there that are uninsurable. I have included a contract ARCON has in place with another Village client where attorneys on both sides spent a lot of time negotiating. It is my hope that we can tweak this as required, sign it soon and move forward. We appreciate the opportunity to work with you on this project. Sincerely, aociates,, Inc. Steven E. Hougsted, AIA, Principal SEH\dls Village of Oak Brook\Pmposal\Bunk Room Pmposalmpd architects ■ roof & masonry consultants a environmental consultants a landscape architects . construction managers ?nsn s. finlev road. suite 40. lombard. Illinois 60148 s p: 630.495.1900 . f: 708.328.6325 ■ www.arconassoc.com May 22, 2018 Mr. Doug Patchin Director of Public Works Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 RE: Architectural Services Proposal Revisions and Rebid Fire Station 93 Bunk Room Renovation Village of Oak Brook, IL Dear Doug: We are pleased to present this Architectural Services proposal for the above noted work. We understand you woudl like to revise the contract documents that were issued for bid on May 3, 2016 and rebid the project. It is difficult to determine exactly how many hours we will spend on this work. Therefore, we propose time and material fees be utilized for the investigation, design, construction documents, bidding and construction phases of this project. This will allow you to pay for only those services that are needed. Reproduction costs, postage/delivery charges and consultant time, and reimbursable expenses are not included in the above noted fee and will be invoiced with a 1.1 multiplier of actual cost. ARCON's hourly rates are as follows: Principal $ 197 per hour Senior Associate 188 per hour Project Architect/Manager 183 per hour Registered Roof Consultant 182 per hour Landscape Architect 180 per hour Interior Designer 170 per hour Field Observer 156 per hour Draftsman 130 per hour Clerical 89 per hour We appreciate the opportunity to work with you on this project, and we look forward to its successful completion.. Principal SEH%dis Village of Oak BrookVroposcl\Bunk Room Proposal.wpd architects . roof & masonry consultants • environmental consultants . landscape arcbitects . construction managers 2050 s. Finley road, suite 40. Lombard, illinois 60148 . p: 630.495.1900 . 6 708.328.6325 • www.arconassoc.com V REVIEW OF CONTRACTS Agency: a of Contract: iiI, - I E rded Contract , L)Z)D Pj Under $20,000 $20,000 - $500,000 �fc SQruIe.e Name` Name: nt Number: `7dl - `t(J`tUC Budgeted Amount: $500,001 - $1,000,000 Over $1,000,000 Date Date: Date Date: % -IDI\.Xc. Three (3) Originals signed by other party Date/Initials/ g ES Es Original provided to staff member for other party Date/Initials T jwj, - �S 1 ( ] Original provided to Official Files Date/Initials4�1p �� `S Village of Oak Brook I Approved by Board of Trustees - Date/Initials: