4-Attachment A2 - C103-2015 RFP (roof cnslt) 05082026 DRAFT for review.pdf

AIA

Document C103

– 2015

Standard Form of Agreement Between Owner and Consultant without a Predefined Scope of Consultant’s Services

AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.

User Notes: (1766422352)

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion.

The author may also have revised the text of the original AIA standard form.

An Additions and Deletions

Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences.

Consultation with an attorney is encouraged with respect to its completion or modification.

This document does not contain a description of the Consultant’s scope of

Services. This document is intended to be used in conjunction with AIA

Standard Form of

Consultant’s Services documents.

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

AGREEMENT made as of the « » day of «» in the year «Two Thousand Twenty _____.» (In words, indicate day, month and year.)

BETWEEN the Owner:

(Name, legal status, address, and other information)

«Grand Rapids Public School District 1331 Martin Luther King Jr. Street SE «Grand Rapids, Michigan 49506» and the Consultant:

(Name, legal status, address, and other information)

Consultant’s discipline:

«Building Envelope and Roofing Consulting Services for the following Project:

(Name, location and detailed description. Time limits for bringing claims in Section 6.1.1 are tied to completion of the "Project." The "Project" may be limited to the scope of services to be provided by the Consultant, or the Consultant may be providing services for a "Project" involving design and construction of one or more structures. Care should be taken in describing or defining the Project.)

«Grand Rapids Public Schools 2023 Bond Construction Project Building Envelope and Roof Consulting Services for the Nutrition Services Facility located at 1130 Race Street NE, Grand Rapids, Michigan, in accordance with the relevant Application for Preliminary Qualification of Bonds, the applicable ballot language, the Owner’s fixed Project budget, the approved plans and specifications, all applicable laws, and as otherwise approved by the Owner. »

The Owner and Consultant agree as follows.

Deleted: Consultant:

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Deleted: Project

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AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report

TABLE OF ARTICLES

1 INITIAL INFORMATION

2 CONSULTANT’S RESPONSIBILITIES

3 ADDITIONAL SERVICES

4 OWNER’S RESPONSIBILITIES

5 COPYRIGHTS AND LICENSES

6 CLAIMS AND DISPUTES

7 TERMINATION OR SUSPENSION

8 COMPENSATION

9 MISCELLANEOUS PROVISIONS

10 SPECIAL TERMS AND CONDITIONS

11 SCOPE OF THE AGREEMENT

ARTICLE 1 INITIAL INFORMATION

§ 1.1 This Agreement is based on the Initial Information set forth in this Article 1:

(State below Initial Information, such as details of the Project’s site and program; identity of the Architect, Owner’s contractors and other consultants, and Consultants’ subconsultants; anticipated procurement method; and other information relevant to the Consultant’s Services.)

«As set forth in Exhibit A, Scope of Services.

§ 1.2 Unless otherwise specifically defined in this Agreement, terms in this Agreement shall have the same meaning as those in AIA Document A201™–2017, General Conditions of the Contract for Construction, as modified.

Consultant acknowledges having (or having access to) a copy of same.

§ 1.3 The Owner’s anticipated design and construction schedule:

«In accordance with the Preliminary Project Milestone Schedule(s), attached hereto as Exhibit D.»

§ 1.4 The Owner and Consultant may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Consultant may mutually agree to a written adjustment in the Consultant’s schedule, the Consultant’s services, or the Consultant’s compensation, as applicable.

ARTICLE 2 CONSULTANT’S RESPONSIBILITIES

§ 2.1 The Consultant shall provide the following professional services:

(Describe the scope of the Consultant’s services or identify an exhibit or scope of services document setting forth the

Consultant’s services and incorporated into this document in Section 11.2.)

«As set forth in Exhibit A, Scope of Services.»

§ 2.2 The Consultant shall perform its services consistent with the professional skill, care, and standards ordinarily provided by professionals in the same discipline practicing in the same or similar locality under the same or similar circumstances and familiar with school construction in Michigan. The Consultant shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project.

Deleted: «See Exhibit A »¶

Deleted: 2007

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Deleted: .1 Design phase milestones, if any:¶ .2 Date for commencement of construction:¶ .3 Substantial Completion date:¶ .4 Other milestone dates:¶

Deleted: shall appropriately adjust the schedule, the Consultant’s services, and the Consultant’s compensation.

Deleted: See

Deleted: skill and care

Deleted: circumstances.

AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report

§ 2.3 The Consultant identifies the following representative who is authorized to act on behalf of the Consultant with respect to the Project.

(List name, address, and other information.)

§ 2.4 If required in the jurisdiction where the Project is located, the Consultant shall be licensed to perform the services described in this Agreement, or shall cause such services to be performed by appropriately licensed professionals.

§ 2.5 The Consultant shall coordinate its services with those services provided by the Owner and the Owner’s Representative Consultant, Architect(s), Contractor(s), and Construction Manager(s) (collectively referred to herein as the “Owner’s other consultants”). The Consultant may communicate with the Owner’s other consultants for the purposes of performing its services on the Project, but shall at all times keep the Owner reasonably informed of any such communications. Subject to the Consultant’s professional judgment, experience, and expertise, and upon careful examination of such information, Consultant shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner’s other consultants. The Consultant shall provide prompt written notice to the Owner if the Consultant becomes aware of any error, omission, or inconsistency in such services or information.

§ 2.6 The Consultant shall keep the Owner reasonably informed of the progress of the Consultant’s services.

§ 2.7 Insurance. The Consultant shall maintain insurance for the duration of this Agreement in the types and amounts set forth below, in Exhibit C, or as required by law, whichever is greater.

§ 2.7.1 Commercial General Liability with policy limits of not less than One Million Dollars ($ 1,000,000.00) for each occurrence and Two Million Dollars ($ 2,000,000.00) in the aggregate for bodily injury and property damage.

§ 2.7.2 Automobile Liability covering vehicles owned by the Consultant and non-owned vehicles used by the Consultant with policy limits of not less than One Million Dollars ($1,000,000.00) per claim and One Million Dollars ($1,000,000.00) in the aggregate for bodily injury and property damage along with any other statutorily required automobile coverage.

§ 2.7.3 The Consultant may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those required under Sections 2.7.1 and 2.7.2.

§ 2.7.4 Workers’ Compensation at statutory limits and Employers’ Liability with a policy limit of not less than One Million Dollars ($1,000,000.00).

§ 2.7.5 Professional Liability covering the negligent acts, errors and omissions in the performance of professional services with policy limits of not less than One Million Dollars ($1,000,000.00) per claim and One Million Dollars ($1,000,000.00) in the aggregate.

§ 2.7.6 The Owner, Owner’s Representative Consultant, Architect, and Construction Manager shall be additional insureds on the Consultant’s primary and excess insurance policies for Commercial General Liability and Automobile Liability. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies. The additional insured coverage shall apply to both ongoing operations and completed operations.

§ 2.7.7 The Consultant shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.7. The certificates will show the Owner, and its Owner's Representative Consultant, Architect, and Construction Manager as additional insureds on the Commercial General Liability, Automobile Liability, and any excess policies. The certificates of insurance shall state that any coverages will not be terminated, non-renewed, or reduced without at least thirty (30) days written notice to the Owner.

Deleted: ¶ ... [2]

Deleted: other consultants

Deleted: Project. The Consultant shall

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Deleted: . If any of the requirements set forth below exceed the types and limits the Consultant normally maintains, the Owner shall reimburse the Consultant for any additional cost as set forth in Section 8.6.3

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Deleted: ($ ) per claim and ($ )

Deleted: Owner

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AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report

§ 2.7.8 If the Consultant neglects or refuses to provide any insurance required herein, or if any insurance is canceled, Owner may, at its option, either terminate this Agreement or procure such insurance and adjust the Consultants compensation downward by the premiums paid, or to be paid, by Owner.

§ 2.7.9 All required insurance shall be provided by insurance company(s) with an A.M. Best rating of A- or better.

Without waiving Consultant’s insurance obligations or responsibility for the service of its sub-consultants, Consultant shall require all its sub-consultants to maintain the same insurance coverage as stated above. Consultant shall deliver, within twenty (20) days of issuance and of each renewal or replacement, to Owner certificates evidencing that the foregoing insurance is in full force and effect.

§ 2.7.10 Copies of Consultant’s insurance policies, including all exceptions and exclusions, shall be provided to Owner upon Owner’s written request.

§ 2.8 Time. The Consultant shall provide its services within the time limits established in the Consultant’s Schedule, or within the Deliverable(s) Time Limit(s) set forth below. The Consultant shall immediately inform the Owner of any circumstances which may cause a delay.

(Check one or both selections below.)

[ « X » ] Consultant’s Schedule: As soon as practicable after the date of this Agreement, the Consultant shall submit, for the Owner’s approval, a schedule for the performance of the Consultant’s Services. If relevant to the Consultant’s Services, the schedule initially shall include anticipated dates for design phase milestones, 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 be exceeded by the Consultant.

[ « X » ] Deliverable(s) Time Limit: The Consultant shall provide the following deliverable(s) within the time limit(s) set forth below. Unless otherwise indicated below, time shall be calculated based on calendar days from the date of this Agreement.

Deliverable(s) (Describe the deliverable(s))

Time Limits (Insert number of calendar days and where appropriate, if time is to be measured from a separate written authorization from the Owner)

Per RFP

ARTICLE 3 ADDITIONAL SERVICES

§ 3.1 Additional Services may be provided after execution of this Agreement without invalidating the Agreement in accordance with Section 3.2.

§ 3.2 Additional Services may be provided by the Consultant and compensated as an Additional Services if: (a) required for the Project, (b) the Owner authorizes the performance of the same in writing prior to the Consultant’s provision of any such service, and (c) the Consultant provides a good faith estimate of the cost of the same prior to the Owner’s authorization. The Owner shall not be obligated to pay for any Additional Services in the absence of the foregoing. Except for services due to the fault of the Consultant, any Additional Services provided in accordance with this Section 3.2 shall entitle the Consultant to compensation pursuant to Section 8.2.

ARTICLE 4 OWNER’S RESPONSIBILITIES

§ 4.1 The Owner will provide information that is specifically requested by the Consultant in writing. The Consultant will assist the Owner in providing this information in a timely manner regarding requirements for and limitations on the Project, acknowledging the Owner’s status as a public body subject to the Open Meetings Act and acknowledging that the Owner is not a construction professional. Further, the Consultant will coordinate with the Architect to avoid duplicate requests for information from the Owner

§ 4.2 The Owner has engaged Plante Moran Realpoint, LLC ("PMR") as an Owner’s Independent Representative Consultant on the Project ("Owner’s Representative Consultant"). Notwithstanding the foregoing, PMR shall have

Deleted: not, except for reasonable cause, Deleted: Consultant or Owner.

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Deleted: The Consultant shall promptly notify the Owner upon recognizing the need to perform Additional Services.

The Consultant, however, shall not proceed to provide such services until the Consultant receives the Owner’s written authorization.

Deleted: Unless otherwise provided for under this Agreement, the

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Deleted: .

Deleted: Within 15 days after receipt of a written request from the Consultant, the Owner shall furnish the requested information as necessary and relevant for the Consultant to evaluate, give notice of, or enforce lien rights.

Deleted: Cresa

Deleted: C

Deleted: C

AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report not authority, express or implied, to enter into agreements on behalf of the Owner, modify or amend this agreement, or otherwise bind the Owner. The Owner also identifies the following representative who is authorized to act on the Owner’s behalf with respect to the Project, subject to the parameters established by the Owner’s Board of Education.

It is acknowledged and understood that the Owner’s Project Representative is separate and distinct from the individual(s) named below.

(List name, address, and other information.)

«Scott Weir» «Plante Moran Realpoint, LLC » 634 Front Ave NW, Suite 300 Grand Rapids, MI 49504 Scott.weir@plantemoran.com; (616) 643-4274»

§ 4.3 Acknowledging the Owner’s status as a public body subject to the Open Meetings Act, the Owner shall render decisions and review the Consultant’s submittals, if any, in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Consultant’s services. The Consultant shall provide the Owner reasonable advance written notice of any decisions or approvals. The Consultant acknowledges that the Owner is not a construction professional and that any review of the Consultant’s submittals or other work product is solely for conceptual purposes and not for the purpose of reviewing or approving technical or design details or for reviewing or approving means, methods, techniques, or sequences. Further, the Consultant shall provide all submittals, if any, to the Architect for the Architect’s review

§ 4.4 The Owner, with assistance of the Architect and/or Owner’s Representative Consultant, shall coordinate the services of its other consultants with those services provided by the Consultant. shall provide the Consultant with a list of other consultants on the Project whose services relate to the Consultant’s services. The Owner shall also, upon written request, furnish the Consultant with copies of the scope of services in contracts between the Owner and such other consultants.

§ 4.5 Any subconsultants required for the Consultant to be able to perform its services shall be furnished by the Consultant as part of its Basic Services.

§ 4.6 The Owner shall provide prompt written notice to the Consultant if the Owner becomes aware of any fault or defect in the Project, including errors, omissions, or inconsistencies in the Consultant’s Services, but the Owner’s failure to do so does not relieve the Consultant of its responsibilities and the Owner assumes no duty to observe, review, investigate, inspect, or in any other way provide any quality control or assurance of the Consultant’s services. Consultant shall remain responsible to the Owner for the quality, accuracy, and completeness of its services provided under this Agreement. The Consultant shall give the Owner prompt written notice if it becomes aware of any fault or defect in the Project, including errors, omissions, or inconsistencies in the Consultant’s Services.

ARTICLE 5 COPYRIGHTS AND LICENSES

§ 5.1 Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Consultant and the Consultant’s subconsultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials in digital or physical form.

§ 5.2 The Consultant and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Consultant intend to transmit Instruments of Service or any other information or documentation in digital form, they may endeavor to establish necessary protocols governing such transmissions or comply with protocols established for the Project, if any.

§ 5.3 The Owner shall be deemed the exclusive property owners of the Instruments of Service. The Owner shall be the owner of all right in the Instruments of Service including, but not limited to, drawings, specifications, models, renderings, reports, domain names, trade names, service marks, copyrights, patents, and other work product, both as works in progress and as finished products. No such Instruments of Service shall contain any third party proprietary software or other intellectual property rights without Owner’s prior written consent. Except as otherwise provided in this Agreement, the parties acknowledge and agree that Consultant shall retain ownership and copyright in all pre-

Deleted: the Project.

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Deleted: The Owner shall render decisions and approve

Deleted: The Owner

Deleted: The Owner shall require that its other consultants maintain professional liability insurance as appropriate to the services provided.

Deleted: The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Consultant to furnish them as an Additional Service, when the Consultant requests such services and demonstrates that they are reasonably

Deleted: its services.

Deleted: shall

Deleted: The Consultant and the Consultant’s subconsultants shall be deemed the authors and owners of their respective Instruments of Service 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 Consultant’s subconsultants.

AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report existing materials, proprietary methodologies and other creative tangible forms of expression created or owned by Consultant prior to the commencement of services under this Agreement.

ARTICLE 6 CLAIMS AND DISPUTES

§ 6.1 General § 6.1.1 The Owner and Consultant shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by Michigan law, but in no case shall a claim or cause of action by the Owner be deemed untimely if filed within six (6) years after the Project’s final completion. The Owner and Consultant waive all claims and causes of action not commenced in accordance with this Section 6.1.1.

§ 6.1.2 Not Used.

§ 6.1.3 The Consultant waives consequential damages for claims, disputes, or other matters in question arising out of or relating to this Agreement. This waiver is applicable, without limitation, to all consequential damages due to the Owner’s termination of this Agreement.

§ 6.2 Mediation § 6.2.1 Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be subject to non-binding mediation as a condition precedent to binding dispute resolution.

§ 6.2.2 The Owner and Consultant shall endeavor to resolve claims, disputes, and other matters in question between them by nonbinding 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 the Agreement, except that either party may in good faith declare a mediation impasse and proceed with litigation after one full day of mediation. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. During the pendency of the mediation process, all limitations periods, whether in statute or contract, shall be tolled.

§ 6.2.3 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.

§ 6.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 6.2, the method of binding dispute resolution shall be the following:

(Check the appropriate box. If the Owner and Consultant do not select a method of binding dispute resolution below, 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.)

[ « » ] Arbitration pursuant to Section 6.3 of this Agreement

[ «X» ] Litigation in a court of competent jurisdiction

[ « » ] Other: (Specify)« »

ARTICLE 7 TERMINATION OR SUSPENSION

§ 7.1 If the Owner fails to make undisputed payments to the Consultant in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Consultant’s option, cause for suspension of performance of services under this Agreement. If the Consultant elects to suspend services, the Consultant shall give fourteen (14) days’ written notice to the Owner before suspending services for this reason. In the event of a suspension of services, the Consultant shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Consultant shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Consultant’s services.

The Consultant’s fees for the remaining services and the time schedules shall be subject to negotiation.

§ 7.2 If the Owner voluntarily chooses to suspend the Project or the Consultant’s services for more than thirty (30) consecutive days, not including a schedule suspension, the Consultant shall be compensated for services performed

Deleted: § 5.4 Upon execution of this Agreement, the Consultant grants to the Owner a nonexclusive license to use the Consultant’s Instruments of Service solely and exclusively for purposes of designing, constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under this Agreement. The Consultant shall obtain similar nonexclusive licenses from its subconsultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Owner’s consultants and contractors to reproduce applicable portions of the Instruments of Service solely and exclusively for the purposes of designing, constructing, using, maintaining, altering and adding to the Project. If the Consultant rightfully terminates this Agreement for cause as provided in Section 7.4, the license granted in this Section 5.4 shall terminate.¶ § 5.4.1 In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Consultant and the Consultant’s subconsultants 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 Consultant and its subconsultants 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 ... [4]

Deleted: applicable law, but in any case not more than 10

Deleted: date the Project is sufficiently complete so that the Owner can utilize it for its intended use

Deleted: To the extent damages are covered by property insurance, the Owner and Consultant waive all rights against each other and against the contractors, consultants, agents, ... [5]

Deleted: and Owner waive

Deleted: mutual

Deleted: either party’s termination of this Agreement, except as specifically provided in Section 7.7.

Deleted: 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 Consultant’s services, the ... [6]

Deleted: 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 ... [7]

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Deleted: services, AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report prior to notice of such suspension. In such an instance, the Consultant’s fees for the remaining services and the time schedules shall be subject to negotiation

§ 7.3 If the Owner voluntarily chooses to suspend the Project or the Consultant’s services for more than ninety (90) consecutive days for reasons other than (i) an emergency, (ii) circumstances outside of the Owner’s reasonable control, or (iii) the fault of the Consultant, the Consultant may terminate this Agreement by giving not less than fourteen (14) days’ written notice.

§ 7.4 Consultant may terminate this Agreement should the Owner fail substantially to perform in accordance with the terms of this Agreement through no fault of the Consultant, so long as: (i) the Consultant has notified the Owner in writing, stating with specificity the alleged non-performance and further stating that the proposed termination shall be effective if the substantial non-performance remains uncorrected for a period of not less than 15 days following the Owner’s receipt of said notice, and (ii) within 15 days following the Owner’s receipt of said notice, the Owner fails to correct a substantial non-performance or to commence steps to correct a substantial non-performance and diligently pursue correction to completion.

§ 7.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Consultant for the Owner’s convenience and without cause.

§ 7.6 In the event of termination not the fault of the Consultant, the Consultant shall be compensated for services timely and properly performed prior to termination, together with Reimbursable Expenses then due. Upon notice of termination, unless otherwise directed by the Owner, the Consultant shall discontinue performance, cease placing all future orders, and promptly cancel all orders to its sub-consultants.

ARTICLE 8 COMPENSATION

§ 8.1 The Owner shall compensate the Consultant for services described in Article 2 as follows:

(Insert amount of, or basis for, compensation.)

«Time and Materials based on Hourly Rates and Unit Prices, a Not-to-Exceed amount of _________________ Dollars

Upon 50% completion of the Not-to-Exceed value outlined above, the Consultant shall provide the Owner a written estimate of hours and costs to complete the Scope of the Work. Thereafter, the Consultant shall provide immediate written notice to the Owner, in writing, if it projects it will exceed the estimated cost to complete the Scope of the Work. Neither the Consultant’s estimate nor any written notice provided to the Owner shall modify the Not-to- Exceed value established in this Section 8.1.

The aforementioned compensation is inclusive of all taxes and fee, including permitting fees, due under this agreement or related to the services provided herein. Consultant shall be solely responsible for remitting any such taxes to the appropriate government agency.

§ 8.2 The Owner shall compensate the Consultant for Additional Services as set forth in Article 3. Approved compensation is as agreed by the parties in writing prior to performance of Additional Services. (Insert amount of, or basis for, compensation.)

§ 8.3 The hourly billing rates for services of the Consultant and the Consultant’s subconsultants, if any, are set forth in Exhibit B. Notwithstanding anything provided in Exhibit B, these rates shall be remain in place for the duration of this Agreement.

§ 8.4 Payments for services shall be made monthly in proportion to services timely and properly performed. Payments are due and payable within thirty (30) days of the Owner’s receipt of the Consultant’s invoice, except and to the extent the invoice or related services are disputed by the Owner in good faith. . Undisputed amounts unpaid thirty (30 ) days after the due date shall bear interest at the rate entered below. Consultant shall provide reasonable backup as requested by Owner. Consultant shall submit with each invoice unconditional lien waivers for all the past payments received along with each of the payment invoices.

(Insert rate of monthly or annual interest agreed upon.)

Deleted: When the Project or the Consultant’s services are resumed, the Consultant shall be compensated for expenses incurred in the interruption and resumption of the Consultant’s services.

Deleted: The

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Deleted: 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.

Deleted: and all Termination Expenses as defined in Section 7.7

Deleted: § 7.7 Termination Expenses are in addition to compensation for the Consultant’s services and include expenses directly attributable to termination for which the Consultant is not otherwise compensated, plus an amount for the Consultant’s anticipated profit on the value of the services not performed by the Consultant.¶ § 7.8 The Owner’s rights to use the Consultant’s Instruments of Service in the event of a termination of this Agreement are set forth in Article 5 and Section 8.7.¶

Deleted: compensation)

Deleted: See the attached , as modified for the Project

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Deleted: ¶

Deleted: ¶

Deleted: that may arise during the course of the Project as follows:¶

Deleted: below. The rates shall be adjusted in accordance with the Consultant’s and Consultant’s subconsultants’ normal review practices.¶ (If applicable, attach an exhibit of hourly billing rates or insert them below.)¶

Deleted: Employee or Category ... [8]

Deleted: Unless otherwise agreed, p

Deleted: upon presentation of the Consultant’s invoice

Deleted: A

Deleted: invoice

Deleted: , or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Consultant

AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report

Zero percent (0%)

§ 8.5 The Owner shall be entitled to withhold disputed amounts from the Consultant’s compensation until final resolution of such dispute. Owner shall notify Consultant of the basis for any such dispute.

§ 8.6 Reimbursable Expenses § 8.6.1 Reimbursable Expenses are in addition to compensation for the Consultant’s professional services and include expenses incurred by the Consultant directly related to the Project, as follows:

.1 Transportation in connection with authorized out-of-town travel and subsistence (not including travel to and from the project site(s));

.2 Fees paid for securing approval of authorities having jurisdiction over the Project;

.3 Printing, reproductions, plots, standard form documents;

.4 Postage, handling and delivery;

.5 All taxes levied on reimbursable expenses, but the parties shall discuss significant reimbursable expenses prior to the purchase of the same in light of the Owner’s tax exempt status..

§ 8.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Consultant at cost and without markup. Reimbursable expenses shall not exceed $_________________ without the Owner’s prior written consent.

§ 8.6.3 If the insurance requirements listed in Section 2.7 exceed the types and limits the Consultant normally maintains and the Consultant incurred or will incur additional costs to satisfy such requirements, the Consultant shall explicitly state such additional cost below. If there is no identified cost as of the time of execution, it shall be a representation by Consultant that no such additional cost shall be applicable.

«Not Applicable »

§ 8.6.4 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall submitted with each invoice.

ARTICLE 9 MISCELLANEOUS PROVISIONS

§ 9.1 This Agreement shall be governed by the law of the State of Michigan.

§ 9.2 The Owner and Consultant, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Consultant 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.

§ 9.3 If the Owner requests the Consultant to execute certificates, the proposed language of such certificates shall be submitted to the Consultant for review at least 14 days prior to the requested dates of execution. The Consultant shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement.

§ 9.4 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 Consultant.

§ 9.5 Unless otherwise required in this Agreement, the Consultant 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.

§ 9.6 If the Consultant receives Confidential Information of the Owner, the Consultant shall keep the Confidential Information strictly confidential and shall not disclose it to any person or entity except as required by law or agreed to by the Owner in writing.

§ 9.7 The Owner plans to utilize a web-based collaborative program management project software to assist in the efficient communication of all Project information to pertinent team members. The selected e-Builder platform will be utilized for storage of all pertinent Project correspondence (Meeting Minutes, RFI’s, Submittals, Drawing set issuances, Bulletins, etc.), as well as for payment application and invoice processing, and change management

Deleted: percent ( %)

Deleted: not

Deleted: to impose a penalty or liquidated damages on the Consultant, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Consultant agrees or has been found liable for the amounts in a binding dispute resolution proceeding

Deleted: and

Deleted: Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extranets;¶ .3

Deleted: .4

Deleted: .5

Deleted: .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;¶ .7

Deleted: Consultant’s subconsultants 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 Consultant’s subconsultants;

Deleted: ¶

Deleted: .8 All taxes levied on professional services and on reimbursable expenses;¶ .9 Other similar Project-related expenditures, if authorized in advance by the Owner.

Deleted: .6

Deleted:

Deleted: plus an administrative fee of percent ( %) of the expenses incurred.

Deleted: Owner shall reimburse the Consultant for such costs as set forth below:

Deleted: ¶

Deleted: be available to the Owner at mutually convenient times.

Deleted: § 8.7 Compensation for Use of Consultant’s Instrum ents of Service¶ If the Owner terminates the Consultant for its convenience under Section 7.5, or the Consultant terminates this ... [9]

Deleted: place where the Project is located, except that if the parties have selected arbitration as the method of binding ... [10]

Deleted: If the Owner requests the Consultant to execute consents reasonably required to facilitate assignment to a ... [11]

Deleted: is information containing confidential or business proprietary information that is clearly marked as ... [12]

Deleted: ¶

Deleted: ARTICLE 10 SPECIAL TERMS AND CONDITIONS¶ Special terms and conditions that modify this Agreement are ... [13]

AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report approvals. All firms will be required to participate in e-Builder platform training and subsequent utilization of the software for their role and information transfer throughout the Project. The Owner will pay for up to one (1) collaborative licenses for each vendor.

§ 9.8 The Agreement shall not render Consultant an employee, partner, agent of, or joint venture with Owner for purpose. Consultant is and will remain an independent contractor in relationship to Owner. Owner shall not be responsible for withholding taxes with respect to the compensation of the Consultant hereunder. Consultant shall have no claim against health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

§ 9.9 If any term, covenant, condition or provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable, the reminder of the provisions hereof shall be remain in full force and affect, and shall in no way be affected, impaired or invalidated thereby.

§ 9.10 Headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, and conditions of this Agreement.

§9.11 Any waivers hereunder must be in writing. No waiver or right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. A waiver of any term, condition, or covenant by a party shall not constitute a waiver of any other term, condition or covenant.

§9.12 Prior to the award of any sub-consultant subcontract, the Consultant shall consult with the Owner and shall submit the name of the proposed sub-consultant and proposed subcontract form to the Owner for review. The Owner reserves the right to disapprove any proposed sub-consultant for any reason. Copies of executed sub-consultant subcontracts shall be provided to Owner.

The Consultant shall bind each and every sub-consultant to the terms stated herein and shall require that all persons rendering Services under this Agreement are properly licensed to provide such Services in the locale in which the Project is located.

The Consultant hereby agrees to include a provision in all subcontracts issued for Services hereunder allowing the Consultant to assign said subcontract to the Owner or Owner’s designee without the sub-consultant’s consent. The Consultant shall require all sub-consultants to include a similar assignment provision in each and every subcontract sub-consultant issues for Services hereunder.

The Consultant shall coordinate its Services with all other sub-consultants and with the Owner.

The Consultant shall remain primarily responsible for the services performed by any hired consultants, and any related compensation of hired consultants shall be included in the compensation set forth in Article 8. Any agreement between the Consultant and a hired consultant shall identify the Owner as an intended third-party beneficiary.

§9.13 The Consultant shall indemnify, defend (with counsel approved by Owner) and save harmless Owner, its affiliates and related entities and their representatives, partners, employees, owners, board members, shareholders, lenders, successors, representatives and assigns (collectively, "Indemnified Parties") from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including, but not limited to reasonable attorney’s fees and costs), which arise out of or relate to (a) any breach of this Agreement by Consultant; and/or (b) any act or omission of Consultant, its employees and/or agents. Consultant’s obligations herein shall be to the fullest extent permitted by law and shall survive the expiration, term or termination of this Agreement.

ARTICLE 10 SCOPE OF THE AGREEMENT

§ 10.1 This Agreement represents the entire and integrated agreement between the Owner and the Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Consultant.

§ 10.2 This Agreement is comprised of the following documents listed below:

.1 AIA Document C103™–2015, Standard Form of Agreement Between Owner and Consultant, as modified.

.2 Other documents:

Deleted:

Deleted:

Deleted:

Deleted: .

Deleted: 1

AIA Document C103™ – 2015. Copyright © 2015 by The American Institute of Architects. All rights reserved. The “American Institute of

Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 13:12:19 ET on 06/01/2020 under Order No.3488386070 which expires on 09/17/2020, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report

(List other documents hereby incorporated into the Agreement.)

Exhibit A – Scope of Services Exhibit B – Consultant’s Hourly Billing Rates

Exhibit C – Consultant’s Insurance Certificate(s) Exhibit D – Project Milestone Schedule

In the event of any inconsistency within, between, or among the various documents that make up this Agreement, the terms and conditions most beneficial to the Owner (as determined in the Owner’s sole discretion) shall govern.

ARTICLE 11 SPECIAL TERMS AND CONDITIONS

Special terms and conditions that modify this Agreement are as follows:

§ 11.1 The Consultant shall perform its duties, responsibilities and services in a manner consistent with the professional standards of its profession in the State of Michigan. Without limiting the breadth of the foregoing, the Consultant shall comply with all applicable federal, state, and local laws, rules, regulations and policies/procedures.

§ 11.2 The Consultant shall not be entitled to additional compensation in the event it is necessary to extend the contract completion date because the Project is delayed due to conditions beyond the control of the Owner, such as strikes, weather, material shortages, declared emergencies, etc.

§ 11.3 The Consultant shall immediately notify the Owner, in writing, of the presence of any hazardous material in connection with this Project of which the Consultant is aware. The Owner, at its cost, shall be responsible for analysis, design, removal, remediation or other action related to any asbestos or hazardous substances.

§ 11.4 (a) If errors and omissions in Consultant’s…