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HomeMy WebLinkAboutCHAPEL LAKE PARK A Document BIOITM - 2017 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Thirty First day of May in the year Two Thousand Eighteen (In words, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Architect's client identified as the Owner: added information needed for its (Name, legal status, address and other information) completion.The author may also have revised the text of the original City of Jeffersonville Board of Public Works 500 Quartermaster Court AIA standard form.An Additions and Jeffersonville,IN 47130 Deletions Report that notes added information as well as revisions to Telephone Number:812.285.6493 the standard form text is available from the author and should be and the Architect: reviewed.A vertical line in the left (Name,legal status, address and other information) margin of this document indicates where the author has added Kovert Hawkins Architects,Inc. necessary information and where 630 Walnut Street the author has added to or deleted Jeffersonville,IN 47130 from the original AIA text. Telephone Number:812.282.9554 This document has important legal Fax Number:812.282.9171 consequences.Consultation with an attorney is encouraged with respect for the following Project: to its completion or modification. (Name, location and detailed description) Chapel Lake Park River Ridge Commerce Center Jeffersonville,Indiana The Owner and Architect agree as follows. AIA Document B101"'—2017.Copyright O 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING: Init. This AIA®Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26) §1.1.3 The Owner's budget for the Cost of the Work,as defined in Section 6.1: $3,820,000 §1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates,if any: Target date to issue for bids is October 2018 .2 Construction commencement date: Target date to award bid is November 2018 .3 Substantial Completion date or dates: Target date for substantial completion November 2019 .4 Other milestone dates: None §1.1.5 The Owner intends the following procurement and delivery method for the Project: Public bidding per Indiana Public Works law §1.1.7 The Owner identifies the following representative in accordance with Section 5.3: (List name, address, and other contact information.) Johnna Anderson City of Jeffersonville Board of Public Works 500 Quartermaster Court Jeffersonville,IN 47130 Email Address:janderson@cityofjeffnet §1.1.8 The persons or entities,in addition to the Owner's representative,who are required to review the Architect's submittals to the Owner are as follows: (List name, address,and other contact information.) City of Jeffersonville,Indiana Board of Public Works §1.1.10 The Architect identifies the following representative in accordance with Section 2.3: (List name, address, and other contact information.) Matthew D.Gullo,Project Manager Kovert Hawkins Architects,Inc. 630 Walnut Street Jeffersonville,IN 47130 Mobile Number:864.367.7227 Email Address:matt.gullo@koverthawkins.com AIA Document B101''—2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING: Init. This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document, 3 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26) §2.5.2 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Architect with policy limits of not less than One Million Dollars($ 1,000,000 )per accident for bodily injury,death of any person,and property damage arising out of the ownership,maintenance and use of those motor vehicles,along with any other statutorily required automobile coverage. §2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.5.1 and 2.5.2,and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy.The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. §2.5.4 Workers'Compensation at statutory limits. §2.5.5 Employers'Liability with policy limits not less than Statutory-State of Indiana §2.5.6 Professional Liability covering negligent acts,errors and omissions in the performance of professional services with policy limits of not less than Two Million Dollars ($2,000,000 )per claim and Two Million Dollars ($2,000,000 )in the aggregate. §2.5.7 Additional Insured Obligations.To the fullest extent permitted by law,the Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect's negligent acts or omissions.The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. §2.5.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.5. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES §3.1 The Architect's Basic Services consist of those described in this Article 3 and include usual and customary civil,structural,mechanical,and electrical engineering;landscape architecture;architecture services.Services not set forth in this Article 3 are Supplemental or Additional Services. §3.1.1 The Architect shall manage the Architect's services,research applicable design criteria,attend Project meetings,communicate with members of the Project team,and report progress to the Owner. §3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants.The Architect shall be entitled to rely on,and shall not be responsible for,the accuracy,completeness, and timeliness of,services and information furnished by the Owner and the Owner's consultants.The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error,omission,or inconsistency in such services or information. §3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services.The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review,for the performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project.Once approved by the Owner,time limits established by the schedule shall not,except for reasonable cause,be exceeded by the Architect or Owner.With the Owner's approval,the Architect shall adjust the schedule,if necessary,as the Project proceeds until the commencement of construction. §3.1.4 The Architect shall not be responsible for an Owner's directive or substitution,or for the Owner's acceptance of non-conforming Work,made or given without the Architect's written approval. AIA Document B101 TM-2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING: Ink. This AIA®Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document, 5 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26) §3.4.3 During the development of the Construction Documents,the Architect shall assist the Owner in the development and preparation of(1)procurement information that describes the time,place,and conditions of bidding,including bidding or proposal forms;(2)the form of agreement between the Owner and Contractor;and(3) the Conditions of the Contract for Construction(General,Supplementary and other Conditions).The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications,and may include bidding requirements and sample forms. §3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3. §3.4.5 The Architect shall submit the Construction Documents to the Owner,advise the Owner of any adjustments to the estimate of the Cost of the Work,take any action required under Section 6.5,and request the Owner's approval. §3.5 Procurement Phase Services §3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors.Following the Owner's approval of the Construction Documents,the Architect shall assist the Owner in(1)obtaining competitive bids(2) confirming responsiveness of bids;(3)determining the successful bid if any;and,(4)awarding and preparing contracts for construction. §3.5.2 Competitive Bidding §3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. §3.5.2.2 The Architect shall assist the Owner in bidding the Project by: .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre-bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda;and, .4 organizing and conducting the opening of the bids,and subsequently documenting and distributing the bidding results,as directed by the Owner .5 attending city meetings to discuss bids and make recommendations regarding the bid award in accordance with Indiana bid laws. §3.5.2.3 If the Bidding Documents permit substitutions,upon the Owner's written authorization,the Architect shall, consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective bidders. §3.6 Construction Phase Services §3.6.1 General §3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201114-2017,General Conditions of the Contract for Construction.If the Owner and Contractor modify AIA Document A201-2017,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. AIA Document B101 TM-2017.Copyright®1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING: init. This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document, 7 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (369ADA26) • Subcontractors and 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 a record of the Applications and Certificates for Payment. §3.6.4 Submittals §3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval of the schedule.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 The Architect shall review and approve,or take other appropriate action upon,the Contractor's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.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 construction means,methods,techniques, sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. §3.6.4.3 If the Contract Documents specifically require the 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 and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional,provided the submittals bear such professional's seal and signature when submitted to the Architect.The Architect's review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect shall be entitled to rely upon,and shall not be responsible for,the adequacy and accuracy of the services,certifications,and approvals performed or provided by such design professionals. §3.6.4.4 Subject to Section 4.2,the Architect shall review and respond to requests for information about the Contract Documents.The Architect shall set forth,in the Contract Documents,the requirements for requests for information. Requests for information shall include,at a minimum,a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested.The Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with reasonable promptness.If appropriate,the Architect shall prepare and issue supplemental Drawings and Specifications in response to the 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 order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an increase in the Contract Sum or an extension of the Contract Time.Subject to Section 4.2,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. The Architect may utilize,and may require the Contractor to utilize the Architect's online submittal system,maintained by the Architect,at koverthawkins.wmgl.com. §3.6.6 Project Completion §3.6.6.1 The Architect shall: .1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; .2 issue Certificates of Substantial Completion; AIA Document B101 TM—2017.Copyright 01974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING: Ink. This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document, 9 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26) §4.1.1.15 As-designed record drawings Not Required §4.1.1.16 As-constructed record drawings Not Required §4.1.1.17 Post-occupancy evaluation Not Required §4.1.1.18 Facility support services Not Required §4.1.1.19 Tenant-related services Not Applicable §4.1.1.20 Architect's coordination of the Owner's Architect consultants §4.1.1.21 Telecommunications/data design Not Required §4.1.1.22 Security evaluation and planning Not Required §4.1.1.23 Commissioning Not Required §4.1.1.24 Sustainable Project Services pursuant to Section Not Required 4.1.3 §4.1.1.25 Fast-track design services Not Required §4.1.1.26 Multiple bid packages Architect §4.1.1.27 Historic preservation Not Required §4.1.1.28 Furniture,furnishings,and equipment design Not Required §4.1.1.29 Other services provided by specialty Consultants Architect §4.1.1.30 Other Supplemental Services Not Required §4.1.2 Description of Supplemental Services §4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided below. (Describe in detail the Architect's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit. The AIA publishes a number of Standard Form of Architect's Services documents that can be included as an exhibit to describe the Architect's Supplemental Services.) Items listed as"Not Required"or"Not Applicable"are deemed to not be required for this project,and have not been included in the Architect's fee. If it is later determined by mutual agreement of the Owner and Architect that such services are required,they shall be provided by the Architect as an additional service. Items listed above as "Architect"shall be provided by the Architect as part of the Basic Services,with the following limits: Item 4.1.1.26 includes up to three(3)bid separate packages. Item 4.1.1.29 includes an ecological consultant as selected by the Architect. §4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided below. (Describe in detail the Owner's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit.) Owner to provide finalized site boundary and topographic survey. §4.1.3 If the Owner identified a Sustainable Objective in Article 1,the Architect shall provide,as a Supplemental Service,the Sustainability Services required in AIA Document E204T"_2017,Sustainable Projects Exhibit,attached to this Agreement.The Owner shall compensate the Architect as provided in Section 11.2. §4.2 Architect's Additional Services The Architect may provide Additional Services after execution of this Agreement without invalidating the Agreement.Except for services required due to the fault of the Architect,any Additional Services provided in accordance with this Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. §4.2.1 Upon recognizing the need to perform the following Additional Services,the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need.The Architect shall not AIA Document B101 T"-2017.Copyright©1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING: Unit This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Alike Document. 11 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26) §4.2.5 If the services covered by this Agreement have not been completed within Eighteen ( 18 )months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES §5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project,including a written program,which shall set forth the Owner's objectives;schedule;constraints and criteria,including space requirements and relationships;flexibility; expandability;special equipment;systems;and site requirements. §5.2 The Owner shall establish the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Section 6.1;(2)the Owner's other costs;and,(3)reasonable contingencies related to all of these costs. The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion.If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Architect.The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. §5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. §5.4 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;designated wetlands; adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site;locations,dimensions,and other necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private, above and below grade,including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. §5.5 The Owner shall furnish services of geotechnical engineers,which may include test borings,test pits, determinations of soil bearing values,percolation tests,evaluations of hazardous materials,seismic evaluation, ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. §5.6 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1. (Paragraph Deleted) §5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants.The Owner shall furnish the services of consultants other than those designated as the responsibility of the Architect in this Agreement,or authorize the Architect to furnish them as an Additional Service,when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project.The Owner shall require that its consultants and contractors maintain insurance,including professional liability insurance,as appropriate to the services or work provided. §5.9 The Owner shall furnish tests,inspections and reports required by law or the Contract Documents,such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. §5.10 The Owner shall furnish all legal,insurance and accounting services,including auditing services,that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. §5.11 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project,including errors,omissions or inconsistencies in the Architect's Instruments of Service. AIA Document B101",—2017.Copyright m 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING: Init. This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document 13 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26) the Cost of the Work;or, .5 implement any other mutually acceptable alternative. §6.7 If the Owner chooses to proceed under Section 6.6.4,the Architect shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services,or the budget as adjusted under Section 6.6.1.If the Owner requires the Architect to modify the Construction Documents because the lowest bona fide bid exceeds the Owner's budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate,the Owner shall compensate the Architect for the modifications as an Additional Service pursuant to Section 11.3;otherwise the Architect's services for modifying the Construction Documents shall be without additional compensation.In any event,the Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES §7.1 The Architect and the Owner warrant that in transmitting Instruments of Service,or any other information,the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. §7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and shall retain all common law,statutory and other reserved rights,including copyrights.Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. §7.3 The Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing,using,maintaining,altering and adding to the Project,provided that the Owner substantially performs its obligations under this Agreement,including prompt payment of all sums due pursuant to Article 9 and Article 11.The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement.The license granted under this section permits the Owner to authorize the Contractor,Subcontractors,Sub-subcontractors,and suppliers,as well as the Owner's consultants and separate contractors,to reproduce applicable portions of the Instruments of Service,subject to any protocols established pursuant to Section 1.3,solely and exclusively for use in performing services or construction for the Project.If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4,the license granted in this Section 7.3 shall terminate. §7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service,the Owner releases the Architect and Architect's consultant(s)from all claims and causes of action arising from such uses.The Owner,to the extent permitted by law,further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses,including the cost of defense,related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1.The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. §7.4 Except for the licenses granted in this Article 7,no other license or right shall be deemed granted or implied under this Agreement.The Owner shall not assign,delegate,sublicense,pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect.Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. §7.5 Except as otherwise stated in Section 7.3,the provisions of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES §8.1 General §8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement,whether in contract,tort,or otherwise,in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law,but Init. AIA Document B101' —2017.Copyright 0 1974,1978,1987,1997,2007 and 2017 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 15 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26) of performance of services under this Agreement.If the Architect elects to suspend services,the Architect shall give seven days'written notice to the Owner before suspending services.In the event of a suspension of services,the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. §9.2 If the Owner suspends the Project,the Architect shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. §9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect,the Architect may terminate this Agreement by giving not less than seven days'written notice. §9.4 Either party may terminate this Agreement upon not less than seven days'written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. §9.5 The Owner may terminate this Agreement upon not less than seven days'written notice to the Architect for the Owner's convenience and without cause. §9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5,or the Architect terminates this Agreement pursuant to Section 9.3,the Owner shall compensate the Architect for services performed prior to termination,Reimbursable Expenses incurred,and costs attributable to termination,including the costs attributable to the Architect's termination of consultant agreements. §9.7 In addition to any amounts paid under Section 9.6,if the Owner terminates this Agreement for its convenience pursuant to Section 9.5,or the Architect terminates this Agreement pursuant to Section 9.3,the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee.) .1 Termination Fee: Twenty Percent(20%)of the value of services remaining to be performed by the Architect .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: One Hundred Percent(100%)of Professional Fee §9.8 Except as otherwise expressly provided herein,this Agreement shall terminate one year from the date of Substantial Completion. §9.9 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 9.7. ARTICLE 10 MISCELLANEOUS PROVISIONS §10.1 This Agreement shall be governed by the law of the place where the Project is located,excluding that jurisdiction's choice of law rules. §10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2017,General Conditions of the Contract for Construction. §10.3 The Owner and Architect,respectively,bind themselves,their agents,successors,assigns,and legal representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for AIA Document B101 Tm—2017.Copyright m 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All lights reserved.WARNING: Int. This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document 17 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26) (Insert amount of or basis for, compensation.If necessary, list specific services to which particular methods of compensation apply) Hourly Rates as stated in 11.7 §11.3 For Additional Services that may arise during the course of the Project,including those under Section 4.2,the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) Hourly Rates as stated in 11.7 §11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3,shall be the amount invoiced to the Architect plus Ten percent( 10%),or as follows: (Insert amount of or basis for computing Architect's consultants'compensation for Supplemental or Additional Services.) §11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis,the proportion of compensation for each phase of services shall be as follows: Schematic Design Phase Thirty-Five percent ( 35 %) Construction Documents Forty percent ( 40 %) Phase Procurement Phase Five percent ( 5 %) Construction Phase Twenty percent ( 20 %) Total Basic Compensation one hundred percent ( 100 %) §11.6 When compensation identified in Section 11.1 is on a percentage basis,progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget for the Cost of the Work.Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work. §11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not constructed,compensation for those portions of the Project shall be payable to the extent services are performed on those portions.The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. §11.7 The hourly billing rates for services of the Architect and the Architect's consultants are set forth below.The rates shall be adjusted in accordance with the Architect's and Architect's consultants'normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Rate($0.00) Employee or Category Principal $190 Senior Design Professional $150 Design Professional $135 Architect/Engineer Intern $ 50 Clerical $ 50 §11.8 Compensation for Reimbursable Expenses §11.8.1 Reimbursable Expenses are in addition to compensation for Basic,Supplemental,and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project,as follows: .1 Transportation and authorized out-of-town travel and subsistence; AIA Document B101 TM—2017.Copyright 01974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING: Ink. This AIA®Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document 19 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26) ARTICLE 13 SCOPE OF THE AGREEMENT §13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both the Owner and Architect. §13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B101TM-2017,Standard Form Agreement Between Owner and Architect I .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) I [ X ] Other Exhibits incorporated into this Agreement: (Clearly idents any other exhibits incorporated into this Agreement, including any exhibits and scopes of services identified as exhibits in Section 4.1.2.) Attachment"A": Chapel Lake Park Concept Layout City of Jeffersonville/Kovert Hawkins Architects,Inc. April 16,2018 - 4 This Agreem nt t; -‘ into o the day and year first written above. �r OWNER(Signature) ARC CT(Signature M AC k. Re or,, et Hal E.Kovert,AIA,President (Printed name and title) (Printed name, title, and license number, if required) AIA Document B101 '-2017.Copyright C 1974,1978,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING: Init. This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document, 21 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 16:53:41 on 06/07/2018 under Order No.5571159570 which expires on 06/26/2019,and is not for resale. User Notes: (3B9ADA26)