Loading...
HomeMy WebLinkAboutKMB Architects M C Contract#19-047 14 A Document B102TM - 2017 Standard Form of Agreement Between Owner and Architect without a Predefined Scope of Architect's Services AGREEMENT made as of the 7th day of June in the year 2019 (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 Frank Pinter Support Services Director AIA standard form.An Additions and Mason County Deletions Report that notes added 411 North 5th Street information as well as revisions to the Shelton,WA 98584 standard form text is available from the author and should be reviewed.A and the Architect: vertical line in the left margin of this (Name, legal status, address and other information) document indicates where the author has added necessary information Bill Valdez Partner and where the author has added to or KMB architects deleted from the original AIA text. 906 Columbia Street SW,Suite 400 This document has important legal Olympia,WA 98501 consequences.Consultation with an attorney is encouraged with respect for the following(hereinafter referred to as"the Project"): to its completion or modification. (Insert information related to types of services, location,facilities, or other descriptive information as appropriate.) Mason County recently purchased the Olsen Furniture Company Building located at 414 West Franklin Street,Shelton,WA.This existing single-story building is approximately 22,000 square feet,constructed with storefront glazing system composing the majority of the southern elevation and masonry exterior walls on all other sides.The building includes long span glue laminated structural beams and steel pipe columns.There is a barrel-vaulted roof for about 1/3 of the roof surface and a flat roof for 2/3 of the roof surface.The County believes that the building RTU's have failed and will need replaced as part of the renovation project. Programmatically the County anticipates that approximately 14,000 square feet of the building will be renovated into the new District Courthouse.This renovation will include two(2)District Courtrooms,Prosecuting Attorney offices,District Court Probation offices,and District Court Clerk offices. This project will be divided into multiple phases.Phase I is to perform a building assessment of the Electrical,Mechanical and Structural systems as well as the building envelope.Additional KMB architects will work with County stakeholder groups to prepare a Space Program and develop a Concept Floor Plan for the initial 14,000 square feet. The Owner and Architect agree as follows. AIA Document B102TM'—2017.Copyright©1917,1926,1948,1951,1953,1958,1961,1963,1966,1967,1970,1974,1977,1987,1997,2007 and 2017 by The Init. 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 penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) 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 services and incorporated into this document in Section 9.2.) Refer to Exhibit A—Fee Proposal Mason County District Court Building#10 Renovation dated May 20,2019. §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 services to be performed by appropriately licensed design professionals. §1.2 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. §1.3 The Architect identifies the following representative authorized to act on behalf of the Architect with respect to the Project. (List name, address, and other contact information.) Architects—KMB architects,Bill Valdez,PE,Partner 906 Columbia Street SW,Suite 400,Olympia,WA 98501 Phone(360)352-8883 Structural Engineering—tkl sc,Dan Munn,PE,SE 1411 4th Avenue,Suite 1000,Seattle,WA 98101 Phone(206)641-6016 Mechanical and Electrical Engineering—Hultz BHU,Rick Hultz,PE 1111 Fawcett Avenue Suite 100,Tacoma,WA 98402,Phone(253)383-3257 Future phase of professional design services from schematic design through project closeout would be mutually negotiated with Mason County in the future.The scope of work for design services may include Architectural, Interiors,Structural,Mechanical,Electrical,Civil Engineering,Landscape Architecture, Security Consulting, Hazardous Materials Assessment,and Cost Consulting. §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 respect to this Project. Init. MA Document BIO2TM—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 AIM'Document is protected by U.S.Copyright Law and International Treaties. 2 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 AIA software at 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) §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. §1.5.1 Commercial General Liability with policy limits of not less than one million and no/100 ($1,000,000.00 )for each occurrence and one million and no/100 ($1,000,000.00 )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 limits of not less than one million and no/100 ($1,000,000.00 )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 1.5.1 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 one million and no/100 ($1,000,000.00 )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 one million and no/100 ($1,000,000.00 )per claim and two million and no/100 ($2,000,000.00 )in the aggregate. §1.5.7 Additional Insured Obligations.If requested by the Owner,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. §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 objectives;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) Frank Pinter,Support Services Director Mason County 411 North 5th Street,Shelton,WA 98584 (360)427-9670 Ext.530 fpinter@co.mason.wa.us AIA Document B102TM'—2017.Copyright©1917,1926,1948,1951,1953,1958,1961,1963,1966,1967,1970,1974,1977,1987,1997,2007 and 2017 by The init. American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties. 3 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 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) §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 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. §24 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 Drawings,Specifications and other documents prepared by the Architect and the Architect's consultants for this Project are Instruments of Service for use solely with respect to this Project,and unless otherwise provided,the Architect and the Architect's consultants shall be deemed the owners and authors of their respective Instruments of Service and shall retain all common law,statutory and other reserved rights,including the copyright and goodwill.The Owner shall be permitted to retain copies,including reproducible copies,of the Instruments of Service for information and reference in connection with the Owner's use and occupancy of the Project.The Instruments of Service shall not be used by the Owner on other projects except by agreement in writing and with appropriate compensation to the Architect.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 grants 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 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 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. Init. AIA Document B102",—2017.Copyright D 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 AIA'Document Is protected by U.S.Copyright Law and International Treaties. 4 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 AIA software at 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) §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 in this Agreement and within the period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 4.1.1. §4.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against each other and against the contractors,consultants,agents,and employees of the other for damages,except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2017,General Conditions of the Contract for Construction.The Owner or the Architect,as appropriate,shall require of the contractors,consultants, agents,and employees of any of them,similar waivers in favor of the other parties enumerated herein. §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.) [X ] Arbitration pursuant to Section 4.3 of this Agreement [ ] Litigation in a court of competent jurisdiction [ ] Other(Spec) 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. ,' AIA Document B102TM—2017.Copyright®1917,1926,1948,1951,1953,1958,1961,1963,1966,1967,1970,1974,1977,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA°Document Is protected by U.B.Copyright Law and International Treaties. 5 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 AIA software at 13:14.51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) §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 shall be subject to arbitration,which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement.A demand for arbitration shall be made in writing,delivered to the other party to this Agreement,and filed with the person or entity administering the arbitration. §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 limitations purposes,receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim,dispute or other matter in question. §4.3.2 The foregoing agreement to arbitrate,and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement,shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. §4.3.3 The award rendered by the arbitrator(s)shall be final,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. §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(1)the arbitration agreement governing the other arbitration permits consolidation;(2)the arbitrations to be consolidated substantially involve common questions of law or fact; and(3)the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). §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,provided • that the party sought to be joined consents in writing to such joinder.Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim,dispute or other matter in question not described in the written consent. §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 be considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement.If the Architect elects to suspend services,the Architect shall give seven days'written notice to the Owner before suspending services.In the event of a suspension of services,the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. §5.2 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. §5.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect,the Architect may terminate this Agreement by giving not less than seven days'written notice. init. AIA Document BIO2TM—2017.Copyright O 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 AIAA 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 6 prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) §5.4 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. §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 If the Owner terminates this Agreement for its convenience pursuant to Section 5.5,or the Architect terminates • this Agreement pursuant to Section 5.3,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. §5.7 (Paragraphs deleted) .1 §5.8 Except as otherwise expressly provided herein,this Agreement shall terminate (Check the appropriate box.) [ ] One year from the date of commencement of the Architect's services [X ] 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 Instruments of Service in the event of a 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.) Phase I Design Services:Forty-Five Thousand and No/100($45,000.00) §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 .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing,reproductions,plots,and standard form documents; .5 Postage,handling and delivery; .6 .7 .8 .9 .10 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 Init. American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 7 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 AIA software at 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) .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 ten percent(10 %)of the expenses incurred. Phase I Expense Budget:Five Hundred and No/100($500.00) §6.2.3 Architect's Insurance.If the 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 Initial Payments §6.3.1.1 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. §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 forty-five (45 )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.) % §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 Expenses 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,terms in this Agreement shall have the same meaning as those in AIA Document A201Tm-2017,General Conditions of the Contract for Construction. §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 Information Modeling and Digital Data Exhibit,to establish the protocols for the development,use,transmission,and exchange of digital data. Init. AIA Document B102TM—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 AIA'Document Is protected by U.S.Copyright Law and International Treaties. 8 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 AIA software at 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) §7.4.1 Any use of,or reliance on,all or a portion of a building information model without agreement to protocols governing the use of,and reliance on,the information contained in the model and without having those protocols set forth in AIA Document E203T 1_2013,Building Information Modeling and Digital Data Exhibit,and the requisite AIA Document G202T"t-2013,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 information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project.This Section 7.8 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 5.4. §7.9 If the Architect or Owner receives information specifically designated as"confidential"or"business proprietary,"the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 7.9.1.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 form of compulsory legal process issued by a court or governmental entity,or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute.The receiving party may also disclose such information to its employees,consultants,or contractors in order to perform services or work solely and exclusively for the Project, provided those employees,consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 7.9. • §7.10 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Agreement shall be construed,to the fullest extent permitted by law,to give effect to the parties'intentions and purposes in executing the Agreement 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. AIA Document B1021m—2017.Copyright®1917,1926,1948,1951,1953,1958,1961,1963,1966,1967,1970,1974,1977,1987,1997,2007 and 2017 by The !nit American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is protected by U.S.Copyright Law and International Treaties. 9 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 AIA software at 13:14:51 ET on 06/07/2019 under Order No.6578008228 which expires on 11108/2019,and Is not for resale. User Notes: (1416382840) §9.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B 102TM-2017,Standard Form Agreement Between Owner and Architect .2 (Paragraphs deleted) .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) [ ] AIA Document E204TM-2017,Sustainable Projects Exhibit,dated as indicated below: (Insert the date of the E204-2017 incorporated into this Agreement.) [X ] Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement.) AIA Document B203—2017 Standard Form of Architects Services: Site Evaluation and Project Feasibility .4 Other documents: (List other documents, including the Architect's scope of services document, hereby incorporated into the Agreement.) This Agreement entered into as of the day and year first written above. 40,*. OWNER(Signs re) ARCHITECT(Signature) Kethm v u , .�4,141 r William J.Valdez,PE Partner (Printed name and title) (Printed name, title, and license number, if required) • Init AIA Document 131021.—2017.Copyright O 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 AIA®Document Is protected by U.S.Copyright Law and International Treaties. 10 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 AIA software at 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: • (1416382840) Additions and Deletions Report for AIA®Document BIO2TM—2017 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 13:14:51 ET on 06/07/2019. PAGE 1 AGREEMENT made as of the 7th day of June in the year 2019 Frank Pinter Support Services Director Mason County 411 North 5th Street Shelton.WA 98584 Bill.Valdez Partner KMB architects 906 Columbia Street SW,Suite 400 Olympia,WA 98501 Mason County recently purchased the Olsen Furniture Company Building located at 414 West Franklin Street, Shelton,WA.This existing single-story building is approximately 22,000 square feet.constructed with storefront glazing system composing the majority of the southern elevation and masonry exterior walls on all other sides.The building includes long span glue laminated structural beams and steel pipe columns.There is a barrel-vaulted roof for about 1/3 of the roof surface and a.flat roof for 2/3 of the roof surface.The County believes that the building RTU's have failed and will need replaced as part of the renovation project. Programmatically the County anticipates that approximately 14,000 square feet of the building will be renovated into the new District Courthouse.This renovation will include two(2)District Courtrooms,Prosecuting Attorney offices, District Court Probation.offices,and District Court Clerk offices. This project will be divided into multiple phases.Phase I is to perform a building assessment of the Electrical, Mechanical and Structural systems as well as the building envelope.Additional KMB architects will work with County stakeholder groups to prepare a Space Program and develop a Concept Floor Plan for the initial 14,000 square feet. PAGE 2 • Refer to Exhibit A—Fee Proposal Mason County District Court Building#10 Renovation dated May 20,2019. • Architects—KMB architects,Bill Valdez,PE,Partner 906 Columbia Street SW,Suite 400,Olympia,WA 98501 Phone(360)352-8883 Structural Engineering—tklsc,Dan Munn,PE,SE 1411 4th Avenue,Suite 1000,Seattle,WA 98101 Phone(206)641-6016 • Mechanical and Electrical Engineering—Hultz BHU,Rick Hultz,PE • Additions and Deletions Reportfor AIA Document B102TM—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 AIA'Document is protected by U.S.Copyright Law 1 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 AIA software at 13:14.51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) 1111 Fawcett Avenue Suite 100,Tacoma,WA 98402,Phone(253)383-3257 Future phase of professional design services from schematic design through project closeout would be mutually negotiated with Mason County in the future.The scope of work for design services may include Architectural, Interiors,Structural,Mechanical,Electrical,Civil Engineering,Landscape Architecture,Security Consulting, Hazardous Materials Assessment,and Cost Consulting. PAGE 3 §1.5.1 Commercial General Liability with policy limits of not less than($ one million and no/100 ($1,000,000.00 ) for each occurrence and($—one million and no/100 ($1,000,000.00 )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 limits of not less than one million and no/100 ($1,000,000.00 )per accident for bodily injury,death of any person, and property damage arising out of the ownership,maintenance and use of those motor vehicles,along with any other statutorily required automobile coverage. §1.5.5 Employers'Liability with policy limits not less than($ )each accident, ($ )each employee,and ($ one million and no/100 ($1,000,000.00 )policy limit. §1.5.6 Professional Liability covering negligent acts,errors and omissions in the performance of professional services with policy limits of not less than one million and no/100 ($ 1,000,000.00 )per claim and two million and no/100 ($2.000.000.00 )in the aggregate. Frank Pinter,Support Services Director Mason County 411 North 5th Street,Shelton,WA 98584 - (360)427-9670 Ext.530 fpinter@co.mason.wa.us PAGE 4 §3.2 The Drawings,Specifications and other documents prepared by the Architect and the Architect's consultants for this Project are Instruments of Service for use solely with respect to this Project,and unless otherwise provided,the Architect and the Architect's consultants shall be deemed the owners and authors and-owners-of their respective Instruments of ,' ervice and shall retain all common law,statutory and other reserved rights,including eepyri ghFs including the copyright and goodwill.The Owner shall be permitted to retain copies,including reproducible copies,of the Instruments of Service for information and reference in connection with the Owner's use and occupancy of the Project.The Instruments of Service shall not be used by the Owner on other projects except by agreement in writing and with appropriate compensation to the Architect.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. PAGE 5 §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- ng in this Agreement and within the period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 4.1.1. [X 1 Arbitration pursuant to Section 4.3 of this Agreement Additions and Deletions Report for AIA Document B102TM—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 AIA•Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AK*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 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) PAGE 7 §5.7 In addition to any amounts paid under Section 5.6,if the Owner terminates this Agreement for its convenience pursuant to Section 5.5,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: [X 1 One year from the date of Substantial Completion Phase I Design Services:Forty-Five Thousand and No/100($45,000.00) .2 Long distance services,dedicated data and communication services,teleconferences,Project web sites, and emits; .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 If required by the Owner,and with the Owner's prior written approval,the Architect's consultants' expenses of professional liability insurance dedicated exclusively to this Project,or the expense of additional insurance coverage or limits in execs.,of that normally maintained by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; PAGE 8 §6.2.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus ten percent(10 %)of the expenses incurred. Phase I Expense Budget:Five Hundred and No/100($500.00) §6.3.1.1 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. §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 forty-five (45 )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. Additions and Deletions ReportforAlA Document B102TM—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 AIM'Document Is protected by U.S.Copyright Law 3 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 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) PAGE 10 .2 AIA Document E203Tm 2013,Building Information Modeling and Digital Data Exhibit,dated as (Insert the date of the E203 2013 incorporated into this Agreement) [X 1 Other Exhibits incorporated into this Agreement: AIA Document B203—2017 Standard Form of Architects Services: Site Evaluation and Project Feasibility Frank Pinter Support Services Director William J.Valdez,PE Partner Additions and Deletions Report for AlA Document 6102TTM—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 AIA.Document is protected by U.S.Copyright Law A and International Treaties.Unauthorized reproduction or distribution of this AIAm 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 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840) Certification of Document's Authenticity AIA®Document D401 rM -2003 I,William Valdez,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 13:14:51 ET on 06/07/2019 under Order No. 6578008226 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA®Document B 102TM—2017, Standard Form of Agreement Between Owner and Architect without a Predefined Scope of Architect's Services,as published by the AIA in its softw e,o than tho e additions and deletions shown in the associated Additions and Deletions Report. (Si ed) rfpytkle_„ (Title) /1‘V ID/ (Dated) AIA Document D4011"—2003.Copyright 01992 and 2003 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 AlA®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 13:14:51 ET on 06/07/2019 under Order No.6578008226 which expires on 11/08/2019,and is not for resale. User Notes: (1416382840)