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HomeMy WebLinkAbout2021-3076.. ,· lnlt. �-�AJA Document B102 ™ -2017 Standard Form of Agreement Between Owner and Architect without a Predefined Scope of Architect's Services AGREEMENT made as of the Eightb in the year Two Thousand Twenty One (In words, indicate day, month and year.) day of February BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) City of Columbia Heights 590 40th Avenue NE Columbia Heights, MN 55421 and the Architect: (Name, legal status, address and other information) Oertel Architects, LTD I 795 St. Clair Ave St. Paul, MN 55105 This document has important legal consequences. Consultation with an attorney Is encouraged with respect lo its completion or modification. for the following (hereinafter referred to as "the Project"): . . _ . _ (Insert information related to types of services, Location.facilities, or other descriptive mformatwn as appropriate.) Columbia Heights Municipal Service Center Master Plan 637 38th A venue NE, Columba Heights, MN 55421 The Owner and Architect agree as follows. AIA Document B102 TII -2017. Copyright© 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: Thia 111118 Document Is protec.ted by U.S. Copyright Law and International TreaU.e. Unauthorized reproduction or distribution of this AJA• Document, or any portion af it, may r-.ult In severe civil and criminal penalties, and wlll be prosecuted to the maximum eidenl posslble under the law. This document was created on 02/15/2021 12:01 :15 under the terms of AIA Documents on Demancf' Order No. 2010666726 , and is not for resale. This document is licensed bv The American IMtit11t" nf Arr.hit..,,tc fnr nno.. 1 Contract # 2021-3076 lnit TABLE OF ARTICLES 1 ARCHITECT'S RESPONSIBILITIES 2 OWNER'S RESPONSIBILITIES 3 COPYRIGHTS AND LICENSES 4 CLAIMS AND DISPUTES 5 TERMINATION OR SUSPENSION 6 COMPENSATION 7 MISCELLANEOUS PROVISIONS 8 SPECIAL TERMS AND CONDITIONS 9 SCOPE OF THE AGREEMENT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES §1.1 The Architect shall provide the following professional services: (Describe the scope of the Architect's services or identify an exhibit or scope of services document setting forth the Architect's sen1ices and incorporated into this document in Section 9.2.) Services to be provided as detailed in the Request for Proposal for MSC Facility Master Plan Project #2111 and Oertel Architect's Proposal for the Columbia Heights Municipal Service Center Master Plan dated February 3, 2021. The RFP and proposal are attached to this agreement. §1.1.1 The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such seivices to be performed by appropriately licensed design professionals. §1.2 The Architect shall perform its services con istent 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. §1.3 The Architect identifies the following representative authorized to act on bebalfoftbe Architecc with respect to the Project. (List name, address, and other contact information.) Jeff Oertel 1795 St. Clair Avenue St. Paul, MN 55105 651.696.5186, ext. 303 joertel@oertelarchitects.com §1.4 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 re pect to this Project. §1.5 The Architect shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 6.2.3. AJA Document B1021• -2017. Copyright© 1917, 1926, 1948, 1951, 1953, 1958.1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: Thia /IJA Document la protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AJA8 Document, or any portion of It, may result in severe clvll and criminal penalties. and wiU b• p,oHCutad to the maximum extent possible under the law. This document was created on 02/15/2021 12:01:15 under the terms of AIA Documents on Demand" Order No. 2010666726 • and is not for resale. This document is licensed by The American Institute of Architects for onA- ,. 2 ',./ lnlt §1.5.1 Commercial General Liability with policy limits of not less than two million dollars ($ 2,000,000 ) for each occurrence and four million dollars ($4,000,000 ) in the aggregate for bodily injury and property damage. §1.5.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Architect with policy limitsof not less than two million dollars ($ 2,000,000 ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. §1.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections l.5.1 and 1.5.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. §1.5.4 Workers' Compensation at statutory limits. §1.5.5 Employers' Liability with policy limits not less than five hundred thousand ($ 500 000 ) each accident, five hundred thousand ($500,000 ) each employee, and five hundred thousand '($500,000 ) policy limit. §1.5.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than two million dollars ($ 2,000,000 ) per claim and four million dollars ($4,000,000 ) in the aggregate. §1.5.7 Additional Insured Obligations. If requested by the Owner, to the fullest extent permitted by law, the Architectshall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability toinclude the Owner as an additional insured for claims caused in whole or in part by the Architect's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. §1.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 1.5. ARTICLE 2 OWNER'S RESPONSIBILITIES §2.1 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 objcctivc:s; schedule; constraints and criteria, including space requirements and relationships; flexibility; expandability; special equipment; systems; and site requirements. §2.2 The Owner identifies the following 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. (List name, address, and other contact information) Kevin Hansen Director of Public Works/ City Engineer 637 38th Avenue NE Columbia Heights, MN 55421 763.706.3705 khansen@columbiaheightsmn.gov §2.3 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 O�e:'.s consultants. '!'he Owner shall furnish the services of consultants other than those designated as the respons1b1hty of the Architect in this Agreement, or authorize the Architect to furnish them as an Additional Service when the Architect requests such services and demonstrates that they are reasonably required by the scope of the AIA Document 8102_"' -2017. Copyright© 1917, 1926, 1948, 1951, 1953, 1958 1961, 1963, 1966. 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 �y Th� Amencan ln�t1tute of Architects. All rig�ts reserved._WAR�ING: This AJA9 Document Is protected by U.S. Copyright law and lntematlonal reaties. Unauthonzed reproduction or distribution �f th111 AIA Document, or any portion of it, may result In severe civil and crlmlnal penalties, :::: will be proucutad to the maximum sxtent pGH1ble under the law. This document was created on 02/15/2021 12:01:15 under the terms of tim-�.�u����"0,'.1 ,:'��_':��� �0: _ �O: ���7�6 • a_nd_ is not for resale. This document Is licensed by The American Institute ot Architects for one- 3 lnlt Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. §2.4 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. §2.5 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. §2.6 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. ARTICLE 3 COPYRIGHTS AND LICENSES §3.1 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. §3.2 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. §3.3 The Architect &rrants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for the purposes of evaluating, constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 5 and Article 6. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service 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 5.4, the license granted in this Section 3.3 shall terminate. §3.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from aU costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 3.3.1. The terms of this Section 3.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 5.4. §3.4 Except for the licenses granted in this Article 3, 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. §3.5 Except as otherwise stated in Section 3.3, the provisions of this Article 3 shall survive the termination of this Agreement. ARTICLE 4 CLAIMS AND DISPUTES § 4.1 General § 4.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any case not more than JO 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 4.1.1. AIA Document 8102™ -2017. Copyright© 1917. 1926. 1948. 1951, 1953. 1958 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997. 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AJA• Document i. protected by U.S. Copyright L-and International Treaties. Unauthorized reproduc:1ion or distribution of this AJA8 Document, or any portion of It. may result In severe clvll and criminal penaltle&, and will be prosec:Ulltd to the maximum extent pouible under the law. This document was created on 02/15/2021_ 12:01: 1_5 und�r the terms of AIA Documents on Demand" Order No. 2010666726 . and Is not for resale. This document Is licensed by The Amencan Institute of Architects for one- timA 1�0. nnh, !:llnr4 m�u "'"'t ha ran.-.... ,.,,,_,.._,..,., .. •- ..,_ .,.,. __ ,_ .. i __ 4 lnit § 4.1.2 To the extent damages are covered by property insurcmce, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2017, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 4.1.3 The Architect and Owner waive consequential damages for claims, disputes, or other matters in question, arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 5. 7. § 4.2 Mediation § 4.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 4.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 4.2.3 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. §4.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 4.2, the method of binding dispute resolution shall be the following: (Check the appropriate box.) I ti' I Arbitration pursuant to Section 4.3 of this Agreement D Litigation in a court of competent jurisdictionD Other {Specify) If the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction. § 4.3 Arbitration § _4.3.1 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 shal) be _subject to_ ar�itr�tion, which, unless the parties mutually agree otherwise, shall be administered by the AmericanArb1trauon Assoctat1on m accordance with its Construction Industry Arbitration Rules in effect on the date of thisA�eement. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filedwith the person or entity administering the arbitration. AIADocumentB102_..., 2017. �opyrighl�1917, 1926, 1946.1 951, 1953, 1956 ,.1 961.1963, 1966, 1967, 1970.1974, 1977, 1987, 1997.2007and2017 by Th� Amencan Institute of Architects. All rights reserved. WAR�NG: This AJA Document is protacted 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 •nd wlll be prosecuted to the mulmum extent possible under the law. This document was creat� on 02/15/2021 12:01 :15 under the terms or' t�a ���;,��� ��-m!�.�-C:���� �o�-�0!���7�� ___ :�."'!. i� not for resale. This document is licensed by The American Institute of Architects for one- 5 lnit § 4.3.1.1 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 limitationspurposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitutethe institution of legal or equitable proceedings based on the claim, dispute or other matter in question. §4.3.2 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity dulyconsented to by parties to this Agreement, shall be specifically enforceable in accordance with applicable law in anycourt having jurisdiction thereof. §4.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance withapplicable law in any court having jurisdiction thereof. §4.3.4 Consolidation or Joinder § 4.3.4.1 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 (I) 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). §4.3.4.2 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, providedthat 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. §4.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 4.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Architect under this Agreement. §4.4 The provisions of this Article 4 shall survive the termination of this Agreement. ARTICLE 5 TERMINATION OR SUSPENSION §5.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall beconsidered substantial nonperfonnance and cause for tennination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption ofth.c Architect's services. The Architect's fees for the remaining services and thetime schedules shall be equitably adjusted. §5.2 If the Owner suspends the Project, the Architect shall be compensated for services perfonned prior to notice of such suspension. Wben the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. §5.3 Ifthe 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. §5.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party failsubstantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. §5.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. §5.6 lfthe Owner terminates this Agreement for its convenience pursuant to Section 5.5, or the Architect terminates thisAgreement pursuant to Section 5.3, the Owner shall compensate the Architect for services performed prior to AIA Document B102"' -2017. Copyright© 1917, 1926. 1948, 1951, 1953, 1958.1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AJA Document is protected by U.S. Copyright Law and lntamatlonal Treaties. Unauthorized reproduction OT distribution of this AJA• Document, or any portion of it, may result In severe civil and criminal penalties.. and wlll be prosecuted to the maximum extent possible under the law. This document was created on 02/15/2021 12:01:15 under the terms of AIA Documents on Demand" Order No. 2010666726 , and Is not for resale. This document Is licensed by The American Institute of Architects for one- tim-IICIA nnlu -;anA m.ou .,.,.., .,,.,. .,,....,.,_..,.,,.._.,. -..:.--•- u - - - - - • - � 1 - - 6 lnlt termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect's termination of consultant agreements. §5.7 In addition to any amounts paid under Section 5.6, if the Owner terminates this Agreement for its convenience pursuant to Section S.S, or the Architect terminates this Agreement pursuant to Section 5.3, the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee.) .1 Termination Fee: .2 Licensing Fee, if the Owner intends to continue using the Architect's Instruments of Service: §5.8 Except as otherwise expressly provided herein, this Agreement shall terminate (Check the appropriate box.)0 D D One year from the date of commencement of the Architect's services One year from the date of Substantial Completion Other (Insert another termination date or refer to a termination provision in an attached document or scope of service.) If the Owner and Architect do not select a termination date, this Agreement shall terminate one year from the date of commencement of the Architect's services. §5.9 The Owner's rights to use the Architect's Tnstmments of Service in the event ofa termination of this Agreement are set forth in Article 3 and Section 5.7. ARTICLE 6 COMPENSATION §6.1 The Owner shall compensate the Architect as set forth below for services described in Section 1.1 or in the attached exhibit or scope document incorporated into this Agreement in Section 9.2. (Insert amount of. or basis for, compensation or indicate the exhibit or scope document in which compensation is provided for.) Total not-to-exceed fee of$49,6S0 as delineated in Oertel Architect's ProposaJ attached herein. §6.2 Compensation for Reimbursable Expenses §6.2.1 Reimbursable Expenses are in addition to compensation set forth in Section 6.1 and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; AIA Docum�nt B102_"' -2017. Copyright© 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 by The Amencan Institute ol Architects. All rights reserved. WARNING: This AJA9 Document 1, protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA9 Document, or any portion of It, may rnutt In severe clvll and crlmlnal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 02/15/2021 12:01 :15 under the terms of AIA Documents on Dema� Order No. 2010666726 , and is not for resale. This document is licensed by The American Institute or Architects for one­ time use onlv. and mav not be reoroduced orior to Its comoletion. 7 lnit .4 Printing, reproductions, plots, and standard form documents; .5 Postage, handling and delivery; .6 Expense of overtime work requiring higher than regular rates. if authorized in advance by the Owner; .7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; .8 Ifrequired by the Owner, and with the Owner's prior written approval, the Architect's consultants' expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; .11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and .12 Other similar Project-related expenditures. §6.2.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus zero percent ( O %) of the expenses incurred. §6.2.3 Architect's Insurance. [fthe types and limits of coverage required in Section 1.5 are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in Section 1.5, and for which the Owner shall reimburse the Architect.) §6.3 Payments to the Architect §6.3.1 lnltlal Payments §6.3.1.1 An initial payment of O ( O ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It sball be cred1ted to the Owner's account in the final invoice. §6.3.2 Progress Payments §6.3.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Sixty ( 60 , 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.) five % monthly §6.3.2.2 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work, unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. §6.3.2.3 Records of Reimbursable Expense and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 7 MISCELLANEOUS PROVISIONS §7.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 4.3. §7.2 Except as separately defined herein, tenns in this Agreement shall have the same meaning as those in ATA Document A20I™-2017, General Conditions of the Contract for Construction. AJA Document 8102"' -2017. Copyright© 1917, 1926, 1948, 1951, 1953, 19589 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 by The American lnst�ute of Architects. All rights reserved. WARNING: This AJA Document Is protected by U.S. Copyright Law and International Traatles. Unauthorized reproduction or distribution of this AJA• Document. Of' any portion of It, may result In severe clvll and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was created on 02/15/202112:01:15 under the terms of AJA Documents on Demand" Order No. 2010666726 , and Is not for resale. This document is licensed by The American Institute of Architects for on&­time use ontv. and mav not be reoroduc-.AC1 nrinr tn it� rnmnLAtlnn 8 lnit. §7.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement, including any payments due to the Architect by the Owner prior to the assignment. §7.4 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203TM-2013, Building lnfonnation Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. §7.4.1 Any use of, or reliance on, all or a portion ofa building information model without agreement to protocols governing the use of, and reliance on. the information contained in the model and without having those protocols set forth in ATA Document E203™-20l 3, Building Information Modeling and Digital Data Exhibit, and the requisite AJA Document G202HL2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model and each of their agents and employees. §7.5 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. §7 .6 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. §7.7 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. §7.8 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 infonnation if the Owner has previously advised the Architect in writing of the specific infonnation considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. This Section 7.8 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 5.4. § 7.9 lfthe Architect or Owner receives information specifically designated as "confidential" or "business proprietary," the receiving·party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 7. 9. I. This Section 7 .9 shall survive the termination of this Agreement. §7.9.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days' notice to the other party, when required by law, arbitrator's order, or court order, including a subpoena or other fonn of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 7.9. §7.10 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. ff it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. Jn such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Agreement. AIA Document B102_™ -2017. Copyright© 1917, 1926, 1948, 1951, 1953, 1958• 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 by Th� Amencan ln�utute of Architects. All rlgh.ts reserved. W�ING: This AJA Document Is protected by U.S. Copyright uw and International Treaties. Unauthorized reproduction or dlsbibutlon of thla AJA Document, or any portion of it, may result In nvere civil and criminal penaltle:s, and will be prosecuted to the maximum extent poulble und4tr the law. This document was created on 02115/2021 12:01 :15 under the terms of ':'IA Documents on Demand8 Order No. 2010666726 , and is not for resale. This document is licensed by The American Institute of Architects for on&-timA IIC.DI nnh, nnA m!iu ""'t k.o ,.,,..,..,,.,-1,,,.. .... .A .,...;,.._ ,..., 1,-----•-•=-- 9 lnit. ARTICLE 8 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) ARTICLE 9 SCOPE OF THE AGREEMENT § 9.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Architect. § 9.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B 102ThL2017, Standard Form Agreement Between Owner and Architect .2 AIA Document E203ThL2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the £203-2013 incorporated into this Agreement.) .3 Exhibits: (Check the appropriate box.for any exhibits incorporated into this Agreemem.) D D AJA Document E2Q4TM_2Q 17, Sustainable Projects Exhibit, dated as indicated below: (Insert the date of the E204-2017 incorporated into this Agreement.) Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement.) .4 Other documents: {List other documents, including the Architect's scope o.l services document, hereby incorporated into the Agreement.) Request for Proposal for MSC Facility Master Plan, Project #2111 Oertel Architects Proposal for the Columbia Heights Municipal Service Center Master Plan, dated February 3, 2021. This Agreement entered into as of the day and year first written abov ure) Amada Marquez Simula City of Columbia Heights Mayor Kelli J. Bourgeo1 City of Columbia Heights City Manager ey Oertel, President, 15840 (Printed name, title, and license number, if required) AJA Document B102™ -2017. Copyright� 1917, 1926, 1948, 1951, 1953, 1958.1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This /IJI.. Document Is protected by U.S. Copyright Law and International TreatlH. Unauthorized reproduction or distribution of this AJA8 Document, or any portion of 11, may ntt1ult In severe civil end criminal penalties, and wlll be prosecuted to the maximum extent possible under tM law. This document was created on 02/15/2021 12:01 :15 under the terms of AJA Documents on Demand8 Order No. 2010666726 , and Is not for resale. This document is licensed by The American Institute of Architects for one­time use onlv. and mav not be reoroduced ortor to Its comolAttnn 10