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HomeMy WebLinkAbout5.294 Original ContractJune 17, 1992 Mr. Robert Linkletter Robert Nixon Associates 120 West First Street Port Angeles, WA 98362 Re: Architectural Agreement for Headquarters Fire Station Dear Mr. Linkletter: At its meeting of June 16, 1992, the Port Angeles City Council approved the attached agreement with Robert Nixon Associates for architectural services for the Port Angeles Headquarters Fire Station project. Attached for your files is a fully executed copy of the agreement. Please contact me if I can be of any assistance. Sincerely yours, 6,2,6L q -1.-_&_ L Becky J. Upton City Clerk Attachment CITY OF PORT ANGELES 321 EAST FIFTH ST P.O BOX 1150 PHONE (206) 457- 041O1RT ANGELES, WASHINGTON 98362 16th day of June ARCHITECTURAL AGREEMENT HEADOUARTERS FIRE STATION PORT ANGELES. WASHINGTON This Agreement for Architectural Services is entered into this 1992, between the City of Port Angeles, hereinafter referred to as the "City and Robert Nixon Associates, Inc., hereinafter referred to as the "Architect In consideration of the mutual covenants, promises, and agreements set forth herein, the City and the Architect hereby agree as follows: 1. The Architect will provide a pre -bond election feasibility study consisting of a needs assessment, program design requirements, conceptual design, and cost estimate and will provide bond election assistance consisting of presenting appropriate information in public meetings and creating displays for public information /education prior to the bond election for the following project: A. Project Title: Port Angeles Headquarters Fire Station B. Project Location: Port Angeles, Washington 2. The Architect shall perform the services in accordance with the following: A. Maintain professional registration in the State of Washington for the duration of the Contract. B. Consult with City to ascertain the City's requirements. C. Examine the City's existing facilities and attend 1 meetings related to architectural development of the City's requirements for the Project. D. Render design services in compliance with all applicable codes and regulations and the requirements of serving utilities in effect at the time of the rendering of the services. The services shall be accomplished by registered professional architects and engineers, licensed with the State of Washington and shall conform to the highest professional standards. E. Furnish conceptual drawings for review required by the City. 3. The City reserves the right to make changes in the work within the general scope of the Contract at any time during the progress of the work. Changes that result in a material increase in the cost of the work shall be agreed upon by the parties. 4. The City shall make payments on account of the Architect's services upon presentation of the Architect's invoices describing the services rendered, conditioned upon the City's approval of such services. Compensation shall be on an hourly basis, together with miscellaneous /travel and contingency expenses, at the rate identified in Exhibit "A not to exceed the total amount of $10,000. 5. Time is of the essence in the performance and completion of the services required under this Contract. 6. The City may by written notice to the Architect terminate this Contract in whole or in part at any time, either for the City's convenience or for the default of the Architect. Upon such 2 termination, all data, plans, specifications, reports, estimates, summaries, completed work and work in progress, and such other information and materials as may have been accumulated by the Architect in performing this Contract shall, in the manner and to the extent determined by the City, become the property of and be delivered to the City. 7. The Architect shall carry and maintain during the performance of services under this Contract, Worker's Compensation and Employer's Liability Insurance covering the Architect employees in accordance with statutory requirements at the location of work and such other insurance coverage normally carried by Architect insuring against injury, loss or damage to persons and property caused by the Architect's activities including, but not limited to, professional liability insurance insuring against liability arising from errors or omissions or negligence of the Architect in the performance of the work under this Contract, including liability assumed under this Contract. The City is not maintaining any insurance on behalf of the Architect covering loss or damage to the work or to any other property of the Architect. 8. The Architect shall indemnify, defend and hold harmless the City and its officials, employees and agents, from and against all claims, suits, and liability of any kind, including injuries to persons or damages to property and defense costs, which are due to any acts, errors, or omissions, if negligent or intentional, of the Architect or the Architect's officers, employees, agents and subcontractors in performing services under this Contract. 3 9. This Contract shall be administered and interpreted under the laws of the State of Washington. Jurisdiction and venue of any litigation arising from this Contract shall be exclusively in Clallam County, Washington. This Agreement is entered into as of the day and year first written above and is hereby executed by the following duly authorized representatives of the parties. CITY OF PORT ANGELES 321 East Fifth Street P.O. Box 1150 Port Angeles, WA 98362 -0--- By: ap. oa K. Sargeni(j ty Mayor Printed Name Title FIRE.AGR ROBERT NIXON ASSOCIATES, INC. 120 West Firs. .treet Port Angeles, 98352 By :r\�' Printed Name Title 4 I. E X I B I T "A" PROJECT: Port Angeles Headquarters Fire Station HOURLY RATES: Robert Nixon $90.00 Gerald Cicanski $90.00 Robert Linkletter $60.00 Staff at 2.5 times Direct Personnel Expense. Direct Personnel Expense is defined as follows: Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. MISCELLANEOUS, TRAVEL CONTINGENCY EXPENSES (NOT TO EXCEED): Printing Expense: $150.00 Photo Expense 50.00 Reprodution Expense 350.00 Travel Expense 275.00 Meals 150.00 Lodging 200.00 F 0 October 7, 1992 Mr. Rob Linkletter Robert Nixon Associates, Inc. 120 West 1st Street Port Angeles, WA 98362 321 EAST FIFTH ST„ P O BOX 1150 PORT ANGELES, WASHINGTON 98362 PHONE (206) 457 -0411 Re: Architectural Agreement for Port Angeles Fire Department Deaf Mr. Linkletter: CITY OF PORT ANGELES As you know, at its meeting of October 6, 1992, the City Council approved the architectural agreement between the City of Port Angeles and Robert Nixon Associates, Inc., for the additions and improvements to the Headquarters Fire Station for the Port Angeles Fire Department. Enclosed for your files is a fully•executed copy of the agreement. I know the City Council looks forward to your participation in the completion of this project in better serving the citizens of Port Angeles. Please contact me if I can be of any further assistance. Sincerely yours, \Lit? e_..c& Becky J. UPto City Clerk Enclosure T H 'E. AGREEMENT A M E R I C A N I N S T I T U T E Standard Form of Agreement Between Owner and Architect made as of the 6th Nineteen Hundred and NINETY -TWO BETWEEN the Owner: (Name and address) and the Architect: (Name and address) For the following Project: (Indude detailed description of Project, location, address and scope.) AIA Document B141 1987 EDITION day of OCTOBER THE CITY OF PORT ANGELES 321 EAST 5th STREET PORT ANGELES, WA 98362 ROBERT NIXON ASSOCIATES, INC. 120 WEST lst STREET PORT ANGELES, WA 98362 The Owner and Architect agree as set forth below. 0 F A R C N l T 6 C T THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. Additions and improvements to the HEADQUARTERS FIRE STATION for the Port Angeles Fire Department, City of Port Angeles, Port Angeles, Washington. in the year of I. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, ©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of Us provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT 8141 OWNER•ARCHfTECT AGREEMENT FOURTEENTH EDITION ALA ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, O.C. 20006 B141 -1987 1 1.1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECTS RESPONSIBIUTIES ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Arcucect, Architect's employees and Architect's consultants 2s enumerated m Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously as is consistent with professional skill and care and the orderiy progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of subnussions by authorities having junsdiction over the Project. Time lirmus established by this schedule approved by the Owner shall no except for reasonable cause, be ecaeeded by the Architect or Owner. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified m Article 12 as part of Basic Services, and include normal struc- tural. mechanical and electrical engineenng services. 2.2 SCHEMATIC DESIGN PHASE 221 The Architect shall review the program furnished by the Owner to asccrtauh the requirements of the Project and shall arrive 2t a mutual understanding of such requirements with the Owner. 222 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in tents of the other, subject to the linuta• uons set forth in Subparagraph 52.1. 2.2.3 The Architect shall review with the Owner altemauve approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents iliusuaung the scale and relauonsiup of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schemauc Design Documents and any adjustments authorized by the Owner in the program, ALA DOCUMENT 8141 AGREEMENT FOURTM1711 !omoti AIA• 42I9117 THE AMERICAN MITT= OF ARCHITECTS. 1735 NEW YORK AVENUE. KW., WASHINGTON, D.C. 20006 schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc- tural, mechanical and electncal systems. materials and such other dements 2S may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjusunents to the preliminary estimate of Construcuon Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu- ments and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents constsung of Drawings and Specifica- tions setung forth in detail the requirements Tor the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding informauon, bidding forms. the Condi- tions of the Contract. and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of an adjustments to previous preliminary esumates of Construcuon Cost indi- cated by changes in requirements or general maraca conditions. 2.4.4 The Architect shall assist the Owner in connec uon',nth the Owner's responsibility for filing documents required for the approval of governmental authonues having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect. following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construcuon Cost, shall assist the Owner in obtaining bids or negouaced proposals and assist in awarding and p►g contracts for construction. 2.6 CONSTRUCTION PHASE ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contrite for Construction and termite at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work, unless extended under the terms of Subporagtaph 10.3.3. 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and in the edition of ALA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restnced, modified or extended without written agreement of the Owner and Architect with consau of the Contractor, which consent shall not be unreasonably withheld. B141-1987 2 2.6.4 The Architect mall be 2 representauve of anti shall advise and consult with the Owner (1) during construcuon until final payment to the Contractor is due, and (2) 25 an Additional Ser- ice at the Owner's direction from time to time dunng the cor- rection penod descnbcd in the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided to this Agreement unless otherwise modified by wntten instrumeu. 2.6.5 The Architect shall visit the site at intervals appropnate to the stage of construcuon or as otherwise agreed by the Owner and Architect in wnung to become generally familiar with the progress and quality of the Work completed and to der mime m general if the Work is being performed in a man- na indiaung that the Work when completed will be in accor- dance with the Contract Documents. However, the Archnea shall not be required to make exhaustive or conunuous on -site inspections to check the quality or quantity of the Work. On the basis of on-site observations as an architect, the Archucect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and defiaenaes in the Work. (More extensive site representation may be agreed to as an Additional Service, as described in Paragraph 3.2.) 2.6.6 The Archutea shall not have control over or charge of and shall not be responsible for construction means, methods, techrques, sequences or procedures, or for safety precauuons and programs in connection with the Work, since these are sold. the Contractor's responsibility under the Contras for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to tarry out the Work in accor- dance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contrac- tor. Subcontractors, or their agents or employees. or of any other persons perfomung portions of the Work. 2.6.7 The Architect shall at all times have 2c0esS to the Work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contra Documents or when direct communicaci tin have been spe- cially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Archi- tect s consultants shall be through the Architect. 2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor. 2.6.10 The Architect's certification for pavinait shall consn- cute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's Application for Pay- ment. that the Work has progressed to the point indicated and that. to the best of the Atchitea's knowledge, mfonnation and belief. quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contra Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- tract Documents correctable prior to completion and to spe- cific qualifications expressed by the Ardihect. The issuance of a Cerufiate for Payment shall further constitute a repcesaltation that the Contactor is entitled to payment in the amount ca ti- lied. However, the issuance of a Certificate for Payment shall not be 2 representation that the Architect has (1) made exhaus- tne or continuous on -site inspections to check the quality or 3 8141 -1987 auanuty of the Work, (2) reviewed construcuon means, meth- ods, tecnntaues. sequences or procedures, (3) reviewed copses of requisitions received from Subcontractors and maternal sup- pliers and other data requested by the Owner to substantiate the Contractor s nght to payment or (4) ascertained how or for what purpose the Contractor has used money previously pain on account of the Contract Sum. 2.6.11 The Architect shall have authoriry to retect Work which does not conform to the Contract Documents. Whenever the Atclttect considers it n_.._,,.iry or advisable for tmptementa- uon of the Intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contra Docu- ments, whether or not such Work is fabricated, installed or completed. However, neither thts authoncy of the Architect nor a decision made in good faith either to =erase or not to exer- cise such authority shall give rue to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other per- sons performing portions of the Work. 2.6.12 The Architect shall review and approve or take other appropnace acuon upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with infor mason given and the design concept expressed in the Contract Docttrncnts. The Arctucect's acuon shall be taken with such reasonable promptness as to cause no delay in the Work or in the con- struction of the Owner or of separate contractors, while allow- ing sufficient time in the Architect's professional Judgment to permit adequate review. Review of such submittals is not con- ducted for the purpose of determining the accuracy and com- pleteness of other details such as dimensions and quanoides or for icing instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contactor to the accent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect. of construction means, methods. techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materals. systems or equipment is required by the Contract- Documents. the Architect shall be entitled to re• upon such certfication to establish that the materials, systems or equip- ment will meet the performance enter requwed by the Con- tact Documents. EVALUATE AND APPROVE 2.6.13 The Architect shall/.Change Orders and Con- struction Change Direcnves. tairlaroppmiummisisussourisa mapssiri deshil Dnwucwiwu. 2.6.14 The Architect shall conduct unspecuons to determine the date or dates of Substantnl Completion and the date of final completion. shall receive and forward to the Owner for the Owner's review and records written warranties and relied documents required by the Contras Documents and assan- bled by the Contractor. and shall issue a final Cerufitate for Pay- ment upon compliance with the requirements of the Contact Documents. ASA DOCINABff 0141 O AGREEMENT Fpt1R7 EICIN anmoN AIA• 01907 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE. NM, WASHINGTON. O.C.20006 2.6.15 The Arctutect shall interpret and decide matters con cerrung performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within any tune tunas agreed upon. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial deci- sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show panialiry to either, and shall not be liable for results of interpretations or decisions so rend r d in d faith. OMER 2.6.17 TheAriskaarsele decisions on matters relating to aesthe- tic effect shall be final rimeasistamoralsoliaimmariamffessaminar 2.6.18 The Architect shall render wncten decisions within a reasonable time on all claims, disputes or other matters in ques- tion between the Owner and Contractor relating to the execu- tion or progress of the Work as provided in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement. in addition to the compensation for Basic Services. The services descnbed under Paragraphs 3.2 and 3.4 shalionly be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner pnor to com- mencing such services. If the Owner deems that such services descnbed under Paragraph 3.3 are not required, the Owner shall give prompt wntten notice to the Architect. If the Owner indicates in wnung that all or part of such Contingent Addi- tional Services are not required, the Architect shall have no obli- gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in earr- ing out such additional on-site responsibilities. 3.2.2 Protect Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as descnbed in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. AIA DOCUMENT 8141 OWNER•ARCHITECT AGREEMENT FOURTEENTH EDITION AIAo 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 3.2.3 Through the observations by such Project Represen tatives, the Architect shall endeavor to provide further protec- tion for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces- sary by adjustments in the Owner's program or Proj- ect budget, .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents: or .3 due to changes required as a result of the Owner's fail- ure to render decisions in a timely manner 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, qual- ity, complexity, the Owner's schedule, or the method of bid ding or negotiating and contracting for construction, except for services required under Subparagraph 5 2 5 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals. and providing other services in connection with Change Orders and Construction Change Directives. r+ibglii 4wu. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause dunng construction. and fur- nishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work 3.3.8 Providing services in connection with a public heanng. arbitration proceeding or legal proceeding except where the Architect is parry thereto. 3.3.9 Preparing documents for alternate. separate or sequential bids or providing services in connection with bidding. negotia- tion or construction prior to the completion of the Construc- tion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES etieitimenemarairdmoliteparo 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or com- parative studies of prospective sites. B141-1987 4 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Protect. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.7 Providing services to venfv the accuracy of drawings or other information furnished by the Owner. 3.4.8 Providing coordinauon of constnicuon performed by separate contractors or by the Owner's own forces and coordi- nation of services required in connecuon with consuvcuon performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a con strucuon manager or separate consultants retained by the O wner. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quanuty surveys or ihvencones of mater121, equipment and labor. 3.4.12 Providing anises of owning and operaung costs. 3.4.13 Providing interior design and other sumlar services required for or in connecuon with the selection, procurement or installauon of fumuure. furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making imp esng bons. inventon s of =earls or equgr meet, or valuauors and detailed appraisals of tasting facilities, 3.4.16 Preparing a set of reproducible record drawings show- ing significant changes in the Work made during construction based on marked -up pnnts. drawings and other data furnished by the Contractor to the Architect. 3.4.17 Providing assistance in the utilizauon of equipment or systems such as testing, adjusung and balancing, preparauon of operauon and maintenance manuals, training personnel for operauon and maintenance. and consultation during operauon. 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment. or in the absence of a final Ccr- tificate for Payment. more than 60 days after the date of Sub- manual Complcuon of the work. 3.4.19 Providing services of consultants for other than archi- tectural. structural. mechanical and electrical engtneenng por- tions of the Project provided as a part of Basic Soviets. 3.4.20 Providing any other services not otherwise included in this Agreement or not customanly furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S -p RESP ONN S gg I BILITIES CC shau sT ruts rnfocma� TreF T g n IN requiranents for the Project, including a program which shall set forth the Owner's objectives, schedule, constrains and cri- teria, including space requiremaus and relationships, flexi- bility, expandability, special equipment, systems and site regwranents. 4.1 The Owner 5 8141 -1987 4.2 The Owner shall establish and update an overall budget tor tic Protect. including the Construction Cost. the Owner s other costs and reasonable contingencies related to all of these costs. 4.4 The Owner shall designate a representative authorized to as on the Owner's behalf with respect to the Protect. The Owner or such authonzed representative shall render decisions in a timely manner pertaining to documents submitted by the Architect to order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.5 The Owner shall furnish surveys descnbing physical characcensucs, legal limitauons and utility locations for the site of the Project, and a wntten legal description of the site. The surveys and legal information shall include, as applicable. grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; nghtsof -way, restncuons, easements, encroachments, zorung, deed restne- uons, boundaries and contours of the site; loeauons. dimen- sions and necessary data pertaining to exisung buddings, ocher improvements and trees; and informauon concerting available utility services and lines, both public and pnvate. above and below grade, tnduding inverts and depths. All the Information on the survey shall be referenced to a project benclunark. 4.6 The Owner shall furnish the services of geotechnical engi- neers when such services are requested by the Architect. Such services may indude but are not limited to test borings. teat pits, determinations of soil bearing values. percolauon tests. evaluations of hazardous macernls, ground corrosion and resis- tivity tests, including necessary operations for anti ipaung sub- soil conditions, with reports and appropnae professional recotmctendadons. 4.6.1 The Owner shall furnish the services of other consul tans when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.7 The Owner shall furnish structural, mechanical. chumrcal, air and water pollution tests, tests for hazardous mater and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing seivtces the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 4.10 Prompt wntten notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 1-21NOP ING e Proposed language of cerufiaus or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at last 14 days prior to execution. The Owner shall not request certifica- tions that would require knowledge or services beyond the scope of this Agreement. AIA DOCUMENT 8141 OWNERARCHITECT AGREEMENT FOURTEENTH EDi'nON A1O 0191 THE AMERICAN DISTTTUTE OF AROuTE 75,1735 NEW YORK AVENUE. N.W WASHINGTON. D.C.20006 ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated cost to the Owner of ail elements of the Proles designed or specified by the Architect. 5.1.2 The Construction Cost shall tnciude the cost at current market rates of labor and materials furnished by the Owner and equipment designed. specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Con- tractor's overhead and profit. In addition. a reasonable allow- ance for conungenaes shall be included for market condiuons at the time of bidding and for changes in the Work dunng construction. 5.1.3 Consuucuon Cost does not include the compensauon of the Architect and Architect's consultants, the costs of the land. nghts-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluauons of the Owner's Project budget, preliminary estimates of Construction Cost and detailed esumates of Con- striction Cost, if any, prepared by the Ardutect, represent the Architect's best judgment as 2 design professional familiar with the consuucuon industry. It is recogruzed, however. that na- cher the Architect nor the Owner has control over the cost of labor, matenais or equipment, over the Contractor's methods of detemunmg bid pnces, or over compeadve bidding, market or negotiating conditions. Accordtngty, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any esumate of Consuucuon Cost or evaivauon prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or atabnishment of a Project budget, unless such fixed limit has been agreed upon in wnung and signed by the parties hereto. If such a fixed limit has been established. the Architect shall be permitted to include conungenaes for design, bidding and pnce aalauon, to determine what materials, equipment, com- ponent systems and types of Construcuon are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Consuucuon Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an incase to the Contract Sum occurring after execuuon of the Contract for Construcuon. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construcuon Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the Construction industry between the date of submssion of the Construcuon Documents to the Owner and the date on which proposals are sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegomung of the Project within a reasonable time other documents for info with the Owner's use and oc cecc's Dr wings, Specificauo used by the Owner or oth this Project or for co the Architect is except by sateen to the 7.2 Demand for arbi other party to this A Lion Assoctacton. A demand a reasonable time after question has arses. In be made after the proceedings question 7.3 N MA =muff 8141 OVNIMARCHITECT AGREEMENT FOURTEENTH EDITION AIA• 01987 THE AMERICAN U S7ritTTE OF ARCUTECTS.1735 NEW YORXAVENUE. NM- WASIWIGTON, TLC 20006 3 if the Project is abandoned, terminate in accordance -vin Paragraph 8 3. or .4 c000erate in revising the Protect scope and quality as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con- tact Documents as necessary to compiy with the fixed limit, if established 25 a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensauon in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. The Drawings, Speafiations and other documents p par •y the Architect for this Project are tistruments Archnt service for use solely with respect to and. unl eratse provided, the Architect s the author of documents and shall retain statutory and o reserved nghts, ihclu The Owner shall be tted to retain co duabte copies, of the itect's Dra ett- on to be wasting reference in conecu on of the Projea. The Archi- documents stall not be oth 'teas. for additions to of this Pr• by others, unless in default un this Ag ventent. and with app =men- 6.2 Sub or distribution of documents to meet r requirements or for sunilar purposes in Project is not to be construed as publicauon is decoga- n of the Architect's reserved nghts. Claims, disputes or other matters in quesuon between p to this Agreement arising out of or relating to this menu thereof shall be subject to and d arbi oration in l• with the Construction Ind Arbiva- uon Runes of encan Arbitranon currency n effect unless the mutually agree o Shall evau shall e when insutu on such claim, dispute barred by the appbcable ed in wasting with the h the Amatcsn Arbitra- n shall be made within hue or other matter in demand for arbitration legal or equitable other matter in ttmitaaofu. e 1t deemed law, the copynght. including repro- gs, Speaficztians and arising out of or reiaung to this s by consolidation, joinder or III 21y other additional person or enuty not a party to this B141.1987 6 Ceps by written consent containutg a specuic reference th -.cement signed by the Owner. Architect, and an er person nuty sought to be Joined. Consent to •=non involving an atonal person or entity shat •t constitute consent to arbit of env claim. dispu r other matter in question not describe the wntcen nt or with a person or enutv not named or d The foregoing agree- ment to arbitrate and other ents to arbitrate with an additional person or ens my co ed to by the parties to this Agreement s speaficaily enfo le in accordance with applicable in any court having juris n thereot. 7.4 Th rendered by the arbitrator or arbttraco be f judgment may be entered upon it in accordance cable law in any court having junsdicuon thereof. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either pain upon not less than seven days' wntten nonce should the other parry fail subsanuaily to perform in accordance with the terms of this AgFeernerIt through no fault of the party uucnung the ternum ion. 8.2 If the Protect is suspended by the Owner for more than 30 consecuuve days, the Architect shall be compensated for ser- vices performed prior to nonce of such suspension. When the Prolecc is resumed, the Architect's compensauon shall be equi- tably adjusted to provide for expenses incurred in the interrup- tion and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon not Is than seven days' written nonce to the Architect tic the event that the Project permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecuuve days. the Architect may terminate this Agreement by giving wnnen notice. 8.4 Failure of the Owner to make payments to the Ardutect tit accordance with this Agreement shall be considered substantial nonperformance and cause for termutauon.. 8.5 If the Owner fails to make payment when due the Archi- tect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of ser- vices under this Agreemem. Unless payment in full is received by the Architect within severs days of the date of the notice. the suspension shall take effect without further nonce. In the event of a suspension of services, the Architect shall have no habdity to the Owner for delay or damage caused the Owner because of such suspension of services. 8.6 In the event of termination not the fault of the Architect. the Architect shall be compensated for services performed pnor to termination. together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.'. 8.7 Termination Expenses are in addition to compensauon for Basic and Additional Services, and include expenses which are directly attnbutable to termination. Terminauon Expenses shall be computed as a percentage of the total compensation for Basic Services and Additional Services earned to the tune of ter- mination, as follows: .1 Twenty percent of the total compensation for Basic and Addidonai Services earned to date if termination occurs before or during the predesign, site =aims. or Schematic Design Phases; or 7 B141 -1987 .2 Ten percent of the total compensation tor Basic anti additional Services earned to date if terminauon occurs during Inc Design Development Phase; or .3 Five percent of the total compensation for Basic anti Additional Services earned co dace if termination occurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be gov- erned by the law of the pnneipal place of business of the Ardutect. 9.2 Terms in this Agreement shall have the same manuig as those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. 9.3 Causes of acuon between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitauons shall com- mence to run not later than either the date of Subsuntni Com• pletton for acts or failures to act occumng poor to Substantial Compleuon, or the date of issuance of the final Ccruficste for Payment for acts or failures (0 act occurring after Substanuai Compleuon. 9.4 The Owner and Architect waive all nghcs against each other and against the contractors, consultants, agents and employees of the ocher for damages, but only to the e>aau cov- ered by property insurance during construction. except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current 25 of the due of this Agreement. The Owner and Architect each shall requite similar waivers from their contractors, consultants and agents. 9.5 The Owner and Architect, Respectively, bind themselves. their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, succes- sors, assigns and legal representauves of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall acslgn this Agreement without the warren con- sent of the other. 9.6 This Agreement represents the enure and integrated agree- ment between the Owner and Architect and supersedes all pnor negotiations, representations or agreements, either wnc- ten or oat. This Agreement may he amended only by written instrument signed by both Owner and Architect 9.7 Nothing contained in this Agreement shall create a contrac- tual relationship with or a cause of action in favor of a third party against either the Owner or Architect. otherwise provided in this Agreement, the and Arthur shall have no r the discovery, presence, han isposal of or expo- site. inci sure of persons to ha erials t the Project not limited to asbestos, rirrated biphenyl (P03) or other toxic substances. 9.9 The Architect shall have the right to include mini sena- uons of the design of the Project, including photographs of the exterior and intenor, among the Architect's promotional and professional matenals. The Architect's materials shall not include the Owner's confidential or pmpnetary info:n awn if the Owner has previously advised the Architect in wmung of AIA DOCUMENT 8141 OWNER.ARCHITECT AGREEMENT FOURTEENTH EDITION ALA• 01987 THE AMERICAN I.N'STiTLTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W wASHDIGTOrt D.C. 20006 ;he stecific informauon considered by the Owner to be conti- aenual or propnetarv. The Owner snall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Protect. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salanes of the Architect's personnel engaged on the Project and the poruon of the cost of they mandatory and customary con tribuuons and benefits related thereto. such as employment taxes and other statutory employee benefits. insurance, sick lave. holidays, vacauons, pensions and =tutu contnbuuons and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addsuon to compensa• [ion for Basic and Additional Services and tnclude expenses incurred by the Architect and Architect's employees and con• suitancs in the interest of the Project. as Identified in the follow- ing Clauses. 10.2.1.1 Expense of transportation to connection with the Project; expenses in connecuon with authorized out-of-town travel: long-distance commutuauons: and fees paid for secur- ing approval of authorities having lunsdicuon over the Protect. 10.2.1.2 Expense of reproductions, postage and handling of Drawings, Speaficauons and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular races. 10.2.1.4 Expense of renderings, models and mock -ups requested by the Owner. 10.2.1.5 Expense of additional insurance ,coverage or Ionics, including professional liability insurance. requested by the Owner in excess of that normally earned by the Architect and Architect's consuIants. ARTICLE 11 BASIS OF COMPENSATION 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set Norm in Paragraph 1 I l Ls tic minimum payment under this Agreement 10.3.2 Subsequent payments for L3.i.sic Jcrvices shall be maac monthly and. where applicable. shad be in proportion co ser- ices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2 10.3.3 If and to the extent that the time initially establshed in Subparagrapn 11 5 I of this Agreement is exceeded or ec through no fault of the Architect. compensation for any ser- vices rendered during the additional period of tune shall be computed in the manner set forth in Subparagraph 11 3 2. 10.3.4 When compensation is based on a percentage of Con scrucuon Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Protect shall be payable to the extent services are per formed on those portions, m accordance with the schedule set forth in Subparagraph 11.2.2. based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal ns received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such por- tions of the Protect. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deducuons shall be made from the Architect s com- pensation on account of penalty, liquidated damages or other sums withheld from payments to contractors. or on account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per tauung to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- able to the Owner or the Owner s authorized reprerenutive at mutually convenient tames. The Owner shall compensate the Architect as follows: 11.1 ANINITIAL PAYMENT of —0— Dollars (S —0— shall be made upon execuuon of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as descnbed in Article 2, and any other services tncluded in Article 12 as pan of Basic Scmcez. Basic Compensauon shall be computed as follows: !miter, tans o/ tx•npensatan, usduduta stipulated sums, multiple! or r, fart. and *Malty poems to nbifb parncutar ,,icU 1s u/ cr,snpemanua apply. 1/ neottrary.) OWNER SHALL PAY ARCHITECT THE LESSER AMOUNT OF EITHER 8% (EIGHT PERCENT) OF THE CONSTRUCTION COST OR THE AMOUNT SET FORTH IN SUBPARAGRAPH 11.2.2. AIA DOCUMENT 11141 OWNUR,ARQU !cr AGREEMENT FOURTEENTH EDITION AIR• C1987 r e AMERicAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. N.W.. WASHINGTON, D.C. 20006 B141-1967 8 11.2.2 Where compensation is basca on a suoulated sum or percentage of Construction Cost. progress payments tor Basic Services n eacn phase snail total the following percentages of the total Basic Comoensauon payable: insert adduronat Abases as appropriate Schernauc Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: Total Basic Compensation: 9 6141 -1987 17,400 23,200 46,400 5,800 23,200 116,000 percent (1 5 percent (2 0 percent (4 0 percent 5 percent (2 0 one hundred percent (100 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as descnbed in Paragraph 3.2, compensation shall be com- puted as follows: HOURLY RATES AS DEFINED IN PARAGRAPH 11.3.2. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as desatbed to Arudes 3 and 12, other than (1) Additional Project Representauon. as descnbed in Paragraph 3.2, and (2) services included in Arude 12 as part of Additional Services, but excluding ser- vices of consultants, compensation shall be computed as follows: (Insert bans of compenwtoe. including rater and/or multiples of Dirac Personnel Expense for Principals and employees. and identify Priapus and daun/r ern/Maiess. t/ required. Meanly sparf.c seances to wbub particular nerbadt of ctm,praatron apply, t/ nereaar' Principal (Robert Nixon) $90.00 /hour Project Architect (Gerald Cicanski) $90.00 /hour Associate (Robert Linkletter) $60.00 /hour Drafting) _2.5 times Direct Personnel Expense not to exceed $60 /hour Clerical) 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including addiuonal structural, mecharucal and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Arude 12 as pan; of Addiuonal Services, a multiple of ONE ONE TENTH 1.1 times the amounts billed to the Architect for such services. ndenn /i• specific opts of corwdmnts in Amid, 12. if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and an other items included in Arucle 12 as Reimbursable Expenses, a multiple of ONE ONE TENTH 1. 1 times the expenses incurred by the Archuece. the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within N/A months of the date hereof, through no fault of the Architect, extension of the Ardutect's se v cis beyond that tune shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable THIRTY (30 days from the date of the Architect's invoice. Amcunts unpaid FORTY F IVE 45 days after the nvoice date shall bear interest at the rate entered blow, or in the absence thereof at the legal rate prevailing from ume to time at the pnnapal place of business of the Architect. amen rote of inter" aarnd "Pc" TWELVE PERCENT (12% (Usury taus and rrgtmensnas under the Fedora Trutb In Lending Ad. sinister state and load oauunier evens taus and otber regulations an the Owner s and Arabi. rro i principal peaces of business. the location of the Project and dstwbers ,nay allns the valyduy of Ibis Aronson. Specific regal advice sbald be obtained .nib rapes se aeteticar or inodykatloMR and al= regarding regeanwtentr lords m ,e in d+sdoaess or nrauvrs. MA DOCUMENT B141 OWNER,ARQQTECT AGREMENT FOURTEENTH EDITION AIA• 01967 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 N'EW YORK AVENUE. N.W., WASHINGTON, D.C.20036 11.5.3 The rates and multiples set torch tor Additional Services shall be annually adtusted in accordance with normal salary review practices of the Architect. /risers desertpttons of onset' serntces identify Additional Services Included uttbtn Basic Compere attott and modifications to the payment and compensation termg rnauded tit tau Agreement OWNER PARAGRAPHS 12.1 THROUGH 12.10 ARE SET FORTH IN THE ATTACHED EXHIBIT A, WHICH IS HEREBY INCORPORATED HEREIN BY THIS REFERENCE. This Agreement entered into as of the day and year first written above. Jams D. Hal`Yett, Mayor City of Port Angeles (Printed name and title) ARTICLE 12 OTHER CONDmONS OR SERVICES ARCHIT (Signature) AIA DOCUMENT 13141 OWNER.ARCRTTECT AGREEMENT FOURTEENTH EDmON MA. 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1733 NEW YORK AVENUE. N.R.. WASHINGTON. D.C. 20006 ROBERT J. NIXON, PRESIDE T (Printed name and title) B141 -1987 10 EXHIBIT A 12.1 Architect shall perform the services hereunder in com- pliance with all applicable codes, regulations, and laws and the requirements of the serving utilities. The services shall conform to the highest professional standards. 12.2 The Architect shall employ a consultant for the identification, and specifications for the removal, of hazardous materials, including asbestos, in the existing premises, and shall require such consultant to provide appropriate bonding and insurance with minimum limits of no less than $1,000,000 per occurrence. 12.3 The Owner may, from time to time, require changes or modi- fications in the Scope of Work to be performed hereunder. Such changes, including any decrease or increase in the amount of compensation therefore, which are mutually agreed upon by the Owner and the Architect shall be incorporated in written amendments to this contract. Architect's services in connection with Change Orders caused by Architect's mistakes or omissions shall be provided at no cost to the Owner. 12.4 The Architect represents that Architect has, or will secure at Architect's own expense, all personnel required in order to perform under this contract. Such personnel shall not be employees of, or have any contractual relationship to the Owner. All services required hereunder will be performed by the Architect or under the Architect's supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state or local law to perform such services. None of the work or services covered by this contract shall be subcontracted without prior written approval of the Owner. Any work or services subcontracted hereunder shall be specified in written contract or agreement and shall be subject to each provision of this contract. 12.5 The Architect shall not assign any interest on this contract, and shall not transfer any interest on this contract (whether by assignment or novation), without prior written consent of the Owner thereto; provided, however, that claims for money by the Architect from the Owner under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Written notice of any such assignment or transfer shall be furnished promptly to the Owner by the Architect. 12.6 The Architect, at such times and in such forms as the Owner may require, shall furnish the Owner such periodic reports as it may request pertaining to the work or services under- taken pursuant to this contract, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this contract. 12.7 In lieu of Article 6, the original drawings prepared by the Architect for this project shall be the property of the Architect, provided that the Architect shall provide the Owner with as -built computer -aided design (CAD) drawings, or reproducible drawings if CAD drawings are not available, for the entire project. No report, map, or other documents produced in whole or in part under this contract shall be the subject of an application for copyright by or on behalf of the Architect. The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's drawings, specifications and other documents for information and reference in connection with the Owner's use and occupancy of the project. The Architect's drawings, specifications or other documents shall not be used by the Owner or others on other projects, for additions to this project or for competition of this project by others, unless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. 12.8 Architect shall indemnify, defend and hold harmless the City and its officials, employees and volunteers from and against all claims, suits and liability of any kind, including injuries to persons, damages to property and defense costs, which are due to any acts, errors or omissions, if negligent or intentional, of Architect or Architect's officers, employees, agents and subcontractors in performing services hereunder. 12.9 The Architect shall procure and maintain for the duration of this contract, insurance against claims for injuries to persons or damage to property which may arise from or in connection with Architect's performance of services here- under. The Architect shall provide a Certificate of Insurance evidencing professional liability insurance with limits no less than $1,000,000 per occurrence, which insurance may contain a standard exclusion for hazardous materials. 12.10 In lieu of Article 7, claims, disputes or other matters in question between the parties arising out of or related to 2 this Agreement or a breach thereof shall be subject to legal process as provided by the applicable laws and court rules of the State of Washington. Jurisdiction and venue of any litigation arising hereunder shall be exclusively in Clallam County, Washington. The parties may otherwise mutually agree to arbitration of claims or disputes in accordance with mutually acceptable procedures. 12.11 The parties shall conduct their business in a manner which assures fair, equal and nondiscriminatory treatment of all persons, without respect to race, creed, color, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin, and, in particular: A. The parties will maintain open hiring and employment practices and will welcome applications for employment in all positions from qualified individuals who are members of the above stated minorities. B. The parties will comply strictly with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of nondiscriminatory requirements in hiring and employment practices and assuring the service of all patrons and customers without discrimination with respect to the above stated minority status.