R2018-21 Authorizing Professional Services Agreement with Dewberry ARchitects for New Fire Station No. 5

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§11.10A Records of Reimbursable Expenses,expenses pertaining to Additional Services,and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: §12.1 There are a variety of risks which potentially affect Architect by virtue of entering into an Agreement to perform professional services on Owner's behalf. In order for Owner to obtain the benefit of a fee which does not need to account for unlimited risks,Owner agrees to limit Architect's liability to Owner. To the fullest extent permitted by law,the total liability of Architect with regard to the Project under any and all theories of liability shall be limited to the total fee paid to Architect only,not including consultants,for the Project. Limitations on liability provided in the Agreement are business understandings between the parties and shall apply to all theories of liability,including negligence,strict or statutory liability,or any other cause of action. No director,officer, shareholder,employee,representative or agent of the Architect shall have any individual liability to Owner. The limits of liability may be negotiated with appropriate compensation to Architect. §12.21f due to Architect's breach of the standard of care,any required item or component of the Project is omitted, from the Architect's Construction Documents,Architect shall not be responsible for paying the cost to add such item or component to the extent that such item or component would have been otherwise necessary to the Project or otherwise adds value or betterment to the Project. In no event will Architect be responsible for any cost or expense that provides betterment,upgrade or enhancement to the Project. §12.3 The Owner shall make no claim for professional negligence,either directly or in a third party claim,against Architect unless the Owner has first provided Architect with a written certification executed by an independent design professional currently practicing in the discipline of the alleged defective design and licensed in the jurisdiction of the Project. This certification shall:(a)contain the name and license number of the certifier;(b) specify each and every act or omission that the certifier contends is a violation of the standard of care expected of a design professional performing the allegedly defective professional services under similar circumstances;and(c) state in complete detail the basis for the certifier's opinion that each such act or omission constitutes such a violation. §12A The Owner is obligated to carry adequate liability,property and fire insurance on the property where the Project is located and for the Project. Owner must present Architect with a certificate of insurance upon the signing of this Agreement. Owner hereby releases Architect from any liability for any loss or damage to any building, structure or tangible personal property notwithstanding that such loss,damage or liability may arise out of the act or omission of Architect,if such loss or damage is covered by insurance benefiting Owner or was required to be covered by insurance pursuant to this Agreement. §12.5 The Instruments of Service are based on observable conditions. A condition is hidden if concealed by existing finishes or if it cannot be investigated by reasonable visual observation. In the event the Architect,in the performance of its services,uncovers a hidden condition,the Architect shall not be responsible for costs associated with repairing,restoring,removing or otherwise correcting hidden conditions once those conditions are revealed. The Architect shall have no responsibility for detecting hidden conditions or any subsequent damage to persons or property related to any hidden conditions. 12.6 CONTRACTOR'S OBLIGATION TO INSURE FOR BODILY INJURY CLAIMS 12.6.1 Owner will require the Contractors responsible for construction to purchase insurance to cover claims and expenses,including costs of defense,asserted against Architect,its agents,employees and consultants for bodily injury,sickness,disease or death caused by any negligent act or omission of the Contractor,any Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts any of them may be liable. Such insurance shall state that,"The coverage afforded the additional insureds shall be primary insurance for the additional insured with respect to claims arising out of operations performed by or on behalf of the contractor. If the additional insureds have other insurance which is applicable to the loss,such other insurance shall be on an excess or contingent basis, The amount of the company's liability under this insurance policy shall not be reduced by the existence of such other insurance." Init. AIA Document 11101m—2007(formerly 0161"'—19971.Copyright O 1974,1978,1987.1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of d this AIAI Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible / under the law This document was produced by AIA software at 17:03 54 on 01131 12016 under Order No.4966021632 which expires on 0411112018,and is not for resale User Notes: (3B9ADA17)