Okaloosa County BOCC — April 1, 2014 — DAG Plans — reading text

not described in the written consent, § 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Architect under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 Ifthe 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 Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to 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 Rither 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 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. AIA Document B101™ — 2007 (formerly B181™ — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treatles. Unauthorized reproduction or distribution of 14 this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under } the law. This document was produced by AIA software at 10:18:01 on 03/26/2014 under Order No.8773739723_1 which expires on 01/45/2015, and is not for resale, User Notes: (1683049266) Init. § 9.7 Termination Expenses are in addition to compensation for the Architect’s services and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect’s anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2007, General Conditions of the Contract for Construction, , § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect’s promotional and professional materials. The Architect shall, be given reasonable access to the completed Project to make such representations, However, the Architects 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. § 10.8 If the Architect or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shal] keep such information strictly confidential and shall not disclose itto any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect’s Basic Services described under Article 3, the Owner shall compensate the Architect as follows: (insert amount of, or basis for, compensation.) $80,000 § 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Architect as follows: (insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) AIA Document B101™ - 2007 (formerly B161™ — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects, All rights reserved. WARNING: This AIA” Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 10:18:01 on 03/26/2014 under Order No.5773739723_1 which expires on 01/15/2015, and is not for resale, User Notes: (1683049266) 15 Init. | Hourly, at hourly rates, or lump sum as mutually agreed upon by Architect and Owner § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shali compensate the Architect as follows: (Insert amount of, or basis for, compensation.) | Hourly, at hourly rates, or lump sum as mutually agreed upon by Architect and Owner § 11.4 Compensation for 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 otherwise stated below: § 11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: Schematic Design Phase 12,000 = Dollars ( 15 %) Design Development Phase 16,000 Dollars ( 20 %) Construction Documents 36,000 Dollars ( 4S %) Phase Bidding or Negotiation Phase Dollars ( %) Construction Phase 16,000 Dollars ( 20 %) Total Basic Compensation $80,000 Dollars ( 100 %) § 11.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 11.5 based on (1) the lowest bona fide bid or negotiated proposal, or (2) ifno such bid or proposal is received, the most recent estimate of the Cost of the Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect’s consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Architect’s and Architect’s consultants’ normal review practices, Of applicable, aitach an exhibit of hourly billing rates or insert them below.) | See below Employee or Category sos h per hour $150 per hour $125 per hour $100 per hour $ 75 per hour Principals Associate Principals Project Managers Senior Architectural Staff Architectural Staff Administrative Staff § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES $ 50 per hour § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect’s consultants directly related to the Project, as follows: ‘1 Transportation and authorized out-of-town travel and subsistence; 2 Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extranets; Postage, handling and delivery; @ in bw Fees paid for securing approval of authorities having jurisdiction over the Project; Printing, reproductions, plots, standard form documents; Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; AIA Document B101™ — 2007 {formerly Bi51™ — 1997). Copyright © 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects, All rights reserved, WARNING: This AIA” Document is protected by U.S. Copyright Law and International Treatles. 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 10:18:01 on 03/26/2044 under Order No.5773739723_1 which expires on 01/15/2018, and is not for resale, User Notes: (1683049266) 16 Init, 7 Renderings, models, mock-ups, professional photography, and presentation materials requested by the Owner; 8 — Architect’s Consultant’s expense of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect’s