. AIA Document 8141'- 1997 parr 1Sbndard fum of AgreementBetween Onner and Architectwith Stadard Fom of Arfiitec:t s *wices

TA8[EOFARTICIEE

r.r Nm^tilFORIArpr

1.2 REsFOI{S8|trrES OF IT{E PARTIES

r.3 lEntsArDcotrilnoils

',4 - -sCOPE OF 3ER1/ICE3 AT{D OI}IER EPECIAL TERIS AI{DcoxDmols

1., coIPE{SA'Ifofl

I AGREEIEIf msdc a8 ofrhe dav of(In words, indicao day, nonth and yeail

lDonxt€ ^tD o:LErblG:Ih. rrtha d tl| dru|ri h-ffi hbBrdo.|nalr5lsifcdrTthn n|.n oaaly ..oh.vrra,l|.d '|. hdol ti.o.thJAA d|nnd b.rr An rfr,tr rdO.ffirtfi*rftt|.tnfredi.lbmdon|.El-.ttAto.r bd|r|hrufo||nMaadhtan tr &$o. ra dtot||d !a.r!,h. A vg l.J itr.hl|Ohidrslh ol fir da,tiq lndcdaavrt|lfbrl0rrl3ffirlcltfy Infi t|l0o|| rd d|rln|e ar$o. tta, aabrd b o. &h-lron h.ofihJ^f bi.

fH. doomd lf, intarrll bgdco'!ql|.Ei. CmuHon rl|n J|slEtLy b.tros.$d dr rIFdb fta cq4Ldoo q mqltcrbo.

in the pai 20fl

BEIWEEI{ the &thit€ct's ctienr idemified as the Ownen(Namc, ddrerc and othcr infurmation)

City of kvincOnc Civic erfi€r plazaP.O. Box 19575lrvirc,CA926?-L9575

and thc Architcct:(Namc, ddress and otlur infonnotion)

Grcat Part Design Studioc/o Cafcorl701 B Sred, Suit€ t600San Diego, CA 9t lol

For the following prrojcct:( Iachtd. d.tailed d.scription of projcct)

I nc noicct is acvelopnrcr* of thc Orangc County Grcar Fa* (thr ,.Grcst

I rur") on Uc formcr El Toro Morinc Bacc tocatcd in thc City of lrvinc

I wturn trc appz.oximrtcly I lS0 ua arca dcscribed in thc dcat pa*I Martcr Ftur prcparcd by rhc Archit€c{ ad submitEd for rcvicw andI approvat to alE Oyncr, as thc aanE ultitr8Ely nuy bc ,nodificd ard

ffi-ffi1$#rFogcur..t ro rn. n.rlrrun.ran ooribt. und.r rh.r", rir oq;.;';-;;;; iJ r"u.o,r_ r o,lra, oaelltb,' u*tul'11:1ff-t'*o'.ro'- cn.otroro,r,tattuld.*. t*,.*m

approved by the Owner (the "Masler Plan',). Thc prcliminary Master plan was prcsentd onoctober 26 2006. The owner and the Architect acknowledge that the Master plan is subjeo roc.tnngc qe{1ne its approval by the planning Commisslon of-thc City of kvine expccred inAugust, 2fi)7. Accordingty, if in performance of its servlces hercunder prior to rhe planningcommission's approvrl ofthe Mastcr plan thc Architect idcntifies areas wherc there is riskinprocceding with such scrvices due to the rcasonable possibility of changes to rhe Master planprior to its approval, the Architect may rcquest in writing that-the ownJr provide wrincnguidance as to how to proceed in light ofsuch possible Changc to the Masier plan.

I The Owner and the Architect ag€e as follows:

rtl D.q.-l at.r- - ta? t-t r, CAtrat a rgr,r, rg, r tr, rlr!,ltfr.lcf-ililE, rr. rg, rgnffifll3l !1|!11!gi+ fl dtrtl ird. wlnrr<i. rni li.'ooiuincnr ir p7-jiLiil5, u.3. copv,idi,.i i# i"ie;;cti",'r, ;.jU..uDulhoirad rarr.oduclLn or dlltr'brtlon ot thta ala' oocm.r e,v e m d tr ;..,-ft,- -*-A .-r t|tr/|.qAsLt f r6||-rir-e.un uthortt d..rrodrcrloo or dt'ri6orlon or rht. t^' ooc,-."r * -y ei,ito" J [;;-;;;;;;,f;:ffi;#:;4utn.r& o. anl potrlon ot ||t may r.t url in rv... clvll ||!d crhlnal p.nrltl.a, and IProt cul.d lo th. 'nrtlrnun rrt.6r portbt. un t ? rh.rr*. nr Anr*ir nO-.C { m rofnr Crf-olro.lf inriti"nd'fii.ib. |0002t.|40_r dxrr.Tr.acr & :m?,.id b id to. r-..ur flar

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ARIrctE t.t [{tTl^t tr{FoRtrATfoI{$ 1.1,1 This Agreement is based on thc following information and assumptions,(Notc thc dispotition fur the following items by insening rte requested information or asratcmett such ar "not applicable," "unknown at time of exccution' or "to fu dctemtined laterby mutual agrc.manr,")

fl.l.l.t The Archited ard th€ Orangc County Great Part Corporation, a California non-profitpublic bencfit corporation (the "Corporation") entercd into an Agreement for Master DeiigncrScrvices for the Grcat Park dated as of March 9, 2006 (rhc "lvtasrer Design Agrcement',).

$.l.ll A Novation Agr€emcnt w{E entered into as of May 15, Z)06 among thc C-orporation, tlpOwncr and thc Architcct, pusuaot to which thc Corporation transferred all of its rights andduties undcr thc Mast€r lbsign Agr€em€nt to thc O*'ner and the Architcct rcceptcd suchtrrtrsfcr,

ll.l.lJ orr Mry 23, 2006, thc Owncr and thc Archilcct cntqld into thc Fi$t Amendneff to rhcMartcr Design Agrccmcnt modi&ing thc budtct to rcflcct thc approvcd rope of serviccs forTastr Two through Fivc to bc pcrfomcd by ttrc &chitect pursuaot !o thc MrEtcr DcaignAtrcCment. Tasl 6 was added to the Mastcr Dcsign Agrtement scopc of scrvices byastho.ization of the City Council of thc City of I'a.irlp ("Ciry Courcil ,) on Jan uary g, ?a07 , udthc City Council althorizcd Task 7 !o be added ro the scope of scrviccs on May 8, 2007.

!l.l.l"lTlrc Architcct hrr rcprescnacd arld warranted to the Owncr that the work of Tasks Olcthrough Fivc of thc Mastcr Dcsign Agrecmcnt, and Tast 6 pufiuant bo thc Contrsct To$k Orderfor Tagt 6 will b€ complcted, including all &tivemblcs, within thc not-io-€xcccd contract price(including thc Unallocated Rcscrve) asset forth in the Maotcr Dcsign Agrcement andNncrdmcnb. Task 7 will be delcted ftom thc Scopc of Serviccs for the Maslcr DcaigDAgrcencm and incorporated into drc Archircct's scrvices !o bc pcrformod puruant !o thisAgr€ctncil by thc panics' creution and dclivery of this Agrtcmcnt.

fl.l,l.5 Thc Mrcrcr Dcrign Agrccrrrcnt contemplared extension of rh€ Masrer DcaigD Agr€emcntto providc for contin"cion of thc Arthitcc-t's scrvicce, irrcluding performanoe of follow-on workto furth.r progr€ss &c dccign of tlE Grcat park. Thc owncr and thc Archit€ct hrve d€{ernincdthu it ir in tbcir mutusl bcst inter€st !o cei fo(dr thc tcnnr and corditions for pcrformancc of thcArchitcct'r s€rviccs dc*ribcd in drc scopc of scrviccs attrched trcrcto as Erhlblt I (includingAppcndica A through D thcrco) (the "scrvicce"), using thic comrnonly rctptcd srmdard formof agrecnrcnt for Architoct's Scwiccs in rhc fom of AIA Document Bl4t- 199?, as modifrcdhercin.

Fo Purposor of thiE Agrccmcna, thc Srard4 rd Form S Agreemcnt Betwcen ttu Owur and thcAt?hinct .td tE Statdard Forrrr of Architect's Scmiccs: Design and Coatract Admhrittrurionchall bc construcd ar orrc nrergcd docurnent.

I|.r.2FnoJECTP R FTERTI t.l2l l''hc djcctivc or us. ig:(Idcntlfi or detcribc, if appopr xc, pmposed we or goah.)

Ilrc Orncr's objcctivc ie to &velop thc Prrolct in accordance wkh thc Mutcr plm. ThcOwncr'g objcciive in ctdcrin! i4!p thit Agrecnrcnr ie (i) to dcvetop rhc Schcmsric Dcsi$ for rhcl| O.afrf.fit l|.tr- ttt ht l. cttdtta or9tt, toeG r'., tar. rtts, rc* tcrr, ieto rI., r ',7, tg7o, rt a,tn,fiod t-'!,t|r.lnnci hurad Allllito. l, |ltftt.-ha wAiNllO: thl. rl^r Oocur!.nl ir F ot ,ct d by U.!t Copy.rghr bn rirt trt.'ndtdllt ?r..trir.unaunotlLd r.p.ocucllon of d'.lt'!|,llo.l ot lhli Al^" oo€urnanl, or any pclion o, ll. ,nay ..rxlt an 3alora civll arxt crEntnal oanaltba. aa|lt rifl b.un.urdr..o r.paooucnon of orltiurno.r or |h|t at " oo€unant, or any po.tion o, l|. ,iay...dt an 3alora civl arxt crEntnal ganaltba. aa|lt ,ifl !aFor.cd.dio lh. m.rl|r|N trl.tt po..ior. un.Lr th. r.v. tlll. (bqr|rant r 9.d-d i At ad!,rar OjfatatOttdi0T|'daffit!,fU- foSt (',,/,,f1,/E'',

Grcat Park as described thc Scope of Services, (ii) to develop Construction Documents for earlysite delivcry as described ia Sectlon 8.2 of the Scope of Serviccs ("Early Site Delivery"). (iii) to&velop Construction Documents for the Upper Wildlife Corridor from Borrcgo to lrvioeBoulevard as described in the Scope of Services, (iv) to develop Construction Documents for the

Aqua Chinon as described in thc Scope of Services, and (v) to establish rcasonable cost estimatesfor the Grcat Pnrk features includcd in th€ Schematic Design For purposes of this Agreement'',schematic Desigr" means the design rcpresenting approximately rhiny percent (3O96) of finaldcsign thar estabtishes the generat scope and conceptual design ofthe Projec! identifying the

improvemenls and construction anticipaAd for the Project with sufficient deUil so that a cleardircction for subsequent phases can be determined. Thc Schemaric Design establishes theconceptual dcsign of the Proj€ct illustrsting tlle scale and rclationship of Greal Park buildings,Great Park systems, Great Park Districs (as defined in the Scope of Services), Great Par*features and otlrer Projcct components. The "Sch€m.tic Design Docurnenb" are the studymodcls, penpective sketches, electronic modeling or combinations of thesc media that illustratcconceptual sitc plaDs, Srrding and park sysrcms. Schcmatic Design Documcnb' as mor"particutrrty Oesdbed in thc Scope of Services, include a site plan, building plans with elevationsand sections, pcrspcctive sketchcs, studics and study models" elecu'onic visualization and astatistical summary of thc desigl area and other charactcristics in comparison to lhe pmgramrequirprncnts, basis of design reports, sketch€s, design standards, PowerPoint Prcsentations' aadany other documents described as deliverables in the Scope of Scrvices.

! 1.112'Ihe physical parameters arc:

lldcntify or describc, if appropiate, size, location dinensions, or otlar pcninent infonntion,such os geotechnical repons about the site,)

Thc arcs of tllc Project shsll bc as idcntified in the apProved Mastcr Plan.

t l.l'trt ftc Owncr's hognm ie:(tdend$ dcunrentation or ststc thc mrnner in which thc progran witl be(Pqmgnpht ttclcd)dcvclopcd.)

Nurylicrbk.

I l.l.2f lltc lcgrl poramctcrs or€:( Idcntify pe nincnt tcgat it{ormatiott including, if apprupri&tc, land suncys and legaldescrtptioru ad restridions ol tlu tiE,)

Thc Schcmadc Dccigt shelt bc bascd upon thc Masar Phn as ultimately appmvod by thc City.Thc Architcct iB t6pon6iblc for asc€rtaining thc imprt of all lcgat, regulaOry and contractusl.€rtrictionr on thc Ctrst Ptr* lhd impoct rhc Sctrcmrdc Design of the ltojcct and thc Scrviccc tobc providcd pursuana !o thc Scopc of Scrvices, including but not limitcd to zonitr&cniironrncnal (inctuding thc Navy's €rbting Rcmediation Program (hcrcinsftct dcfitEd) adothcr legal reru'iOions, ard dcvcloping th€ Schcmatic Dccign and othcr dcliverabler purcuant tothc Scopc of Servicc! so thlt thcy art in compliancc with atl srrch legal' rcpl*ory adconraciu.l r€sEic-tioffi. Contractual rcstrictioE a3 of thc dstc ofthir Aglectr€ includc thoscccnrin Lcascs in Funhcrancc of Convcyurcc by and betwccn thc UniEd StatGE of Afig{ca andH€ri3agc Ficlds Ll-c, . Dtlawar€ limitcd lirbitiry comPony' for MCAS Parclls 14. e'flt dM at

prrr I'Offdfrrr O rOr,lA" rOf rC1,leO, t$a' ttl,1l|!|,lX'' l{t' tglo, tn'' t'7'' lf|'' rdrrrwrJ'had nail; A|!tfi.l. a tth-ri-ta wiF nor rhrr ArA' oocum.rt l. Foi.ct.d by t .S. Cottrhnt L.w lnd lnorn. onJ T?..|L.-um-uFo'iiii-iipt"luino' ;i dli'rfifidt or thi. ar^' oocw.mt, o. rnv lnn'on or rt, I'r.v r..ort in '6'.r'-:f.11:! c'ilTlg|1g',ly--"trr *Um-uForiiii-iipt"luinor ;i dlirtfifidt or rhi. arlr Oocwn.nr, 07.ny Frtion ol it, m.y r.rrlt in t6t r. clYrl tnd cl'nl..l Pen lli..'rnd ttill b.

9rot..ol.d to td! mrrfrnum .rt.nt po!.ibt rnd; the r"i. 'l* ornjri * rocrrc bli la adwt I cllae 6(gl?ffi1 s* fualb,l@Lao-l rf|.!r dplrcrl:logft,.rl l. id h. t-.LfJrtfl. lryttwl

ofJuly 12, 2005 collectively, (the 'LIFOC"), those certain Q itclaim Deeds and EnvironmenBlResuictions Punuant to Civil Code Section 1471 fnrm thc United States of Anrcrica to HeritageFields, Ll,C, dated as ofJuly 12, 2005, recorded as f,rocument Nos. 20050fi)536288,200500536290, and 2005000536292 on July 12,20[15, in the Official Records of Orange County(collectively, rhe "Quitclaim Deeds"), the Development Agreement betwecn Heritage Fields,LLC and the City of lrvine dated as of July | 2, 2005, rccorded as Document No.200500053813604 in the Official Records of Orange County, and the Mastcr IrnplementationAgreement between tlre City of lrvine and Heritage Fields, LLC dated as of June 2?, 20O6. TheOwner shall notify th€ &chitect if the Owner en(ers into any amendrnent of the foregoingcontractual rcstrictions affecting design and dcvelopment of the Great Park Schematic Dcsign, orif the Owner enters into any new agrecment that would have the effect of limlting or directingthe Great Part Schematic Design. Other rcstrictions or limiting facton affecting the Creat ParkSchematic Design are s€t forth in the notcbook entitled "Constraints and Opponunities" that wasprcvided !o thc Architcct in connection with the Request for Proposals for thc Master DesignAgrccrnent and all thc approved Subdivision Map approvals of the City with resp€ct to thcHcritage Fields Development and the Grcat Part. Th€ Owner shall confer with the Architect inconnection with the Owncr's exercise of tlrc Owner's discretionary appoval rights pursua ioany agreemcnts that have the effect of limiting or directing the Gre{t lhrk Schemaric Design. Tothc extent that thc Architoct rcquircs guidarrce on the interprctation ofatry contractual rcstrictionson the Prcjed or any other documents gcnerated by or on behalf of th€ Owner that constitut€ alegal paramctcr for thc Project, thc fuchitect may submit its rcquest for clarification orinterprctation to the Owner in writing. Thc Owner shall providc a written rcsponsc to theArEhitect's request for clarificatioo or inrcrpretation within 15 calendar days of the receipt ofsuch rtquest. Thc Architect shatl b€ entitled to rely upon the written direction of thc Owner'sDesignated Representative with rcspect to the proper intcrpretation of such legal parameter inconncction with performance ofthe Services, or if such interprcradon cannot be completedwithin such 15 calendar days pcrio4 the Owner shall within such 15 calendar days periodprovide a rccponsc confirming that dre Owner is diligendy reviewing the issuc raised by thcArchircct and an erp€ctcd dste for the Owncr's response. Such written intcrprctarion of theOwncr shall bc used only for purposcs of assisting the fuchitcct in pcrforming thc Services, andshall not cqrstiole a birding agrcemcnt of thc Owner, nor evidcrrce or prccedcnt to bc r€liedupon by thc Architcct or any third party or for any purposc other than spccifically with t€spcct tothc pcrformance of the Services, Variances hom the Owner's existing design standards or otherr€gulatory $tandardt ofany other governmcnral entity or regulatory body shall bc considercd bythc Owncr in its sole dircGtion and shatl bc pmpoccd at thc Architcct's own risk. The Architectshsll not be entitlcd to aoy pricc or schedulc rclicf in thc cvent thst I changp in dcsitn or othcrrcgulamry sundads pmposcd by rhc Architcct is punucd by the Architect and is ttot obtaincd,unlcss tlrc Owncr, in its sol€ discr€tion (i) has issued art Owner-Dirccted Changs Ordcr requiringthc Architcct !o Ftrsuc approval ofo chongc in the surdard(s) or rcquiremcnrs applicable to dIeGrcat Park design, or (ii) foltowing application &om tlc AruhiEct dtc Owner issucs a Chrngcfrcr allowing fc rcimbursenrnt of expcrditurcs prcviously madc, Thc Navy's RemcdiationPmgram shdl mcan and irrcludc (i) thc Marinc Corpc Air St*ion (MCAS) El TotoEnvirocrmcntrl Baselinc Survcy datcd August 195, (ii) thc Barc Rcdignment and ClogurcClcanup Plan for MCAS El Toro, CA dat€d March | 999, (iii) thc Finsl Finding of Suitability oTransfcr (Parcel IV and Ponions of Parccls I, tr, and lll) Former MCAS El Torc, CA dated luly26fi, (iv) lhc Final Finding of Suitabilig to l.cuc for Carve-oua Within Parcclt t, lI, and ttrFormcr MCAS El Toro, CA datcd July 20Of, and (v) the Final Flding of Suitability to Transfer#2 (Ponions of Parcels II ard III) Formcr MCAS El Toro, CA datcd May 2005.

i5.!mlloaa_l dt|h.plr-oi|92O2O7, rt tN,Etlb.nia,.t -x *

It o.e.Fa afatn- ruIn t. cg'|di c r9r7, tg, 19{ r6t, r€63, rga rgar. r*, ts, r''r,lgia, tua, ron,lflt rrd lrtlt Th.Aat|ttar hdll| d lrrtitG|! /ll,ldt|. rr-ia. waFNt o: Ihtr AtA' oocum.rt lr Foricr.it !y u.9. copy.rghl L.r' .nd ht mltlonrl T...t|...Un.ulhorrr.d r.p.o.tucaion or dldrr6droi da && /U./t' Oof!'nttn, o. ary N.tto, ot it, Dq fttttt 'n 'ord. clvll .nd cnmh.l P.nCtlr.. and lvilr !.pro..cutod to th. rnlxlm|l',n.rtrnl por.ibl. und.. rh.lsw nltdoc!|nanfl godrcqlt|' An tanrta d oa:taiCqr 0817&7 urdtonL

tur'iTglft

! 1.1.15 The financial parameterc are as follows.- .1 The Architcct's Services irclude development of cost estimates and schedulcs for

thc Great Par* fesrurcs in thc schcmatic Design, the Early site Delivery described in theEarly Site Delivery Consruction Documents, the Wildlife Conidor improvcmentsdesc

'bed in the Wildlife Conidor Construction Documents ard the Agua Chinonimpmvemcnts described in the Agua chinon construction Documcnts. The Ar€hitec-tacknowledges that thc owncr will establish a budget for the cost of the work for the

Pmject. 'the cost ofthc work for any element of rhe Project includes the totsl cost !o thc

owner of atl wo* designed or specified by the Alchitoct, incftding altematcs, fccs andpermits, construction testing includcd in the gcneral conditions, an escaladon allowance,i dcsign contingcncy, and a construcdon contingency, and such othcr coets as artrpecified in Sccdon 13.1. The Coat of the Work does not includc paymcnts-to the-Architcct or its Subconsultane, financing costs, sp€cial district fecs, or thc Owner'sadministrativ€ costs or othcr co$ts specificd in Scctl'on 13.13'

2 Th€ fuchit€ct's initial cstimated coot of thc wo,rk for thc Projcct b ar dcscribedin the Architcct's prcscntation to the Board of Dir€ctors of lhe Corporation entitlcd_"Coct-Planning for the Great Park,' on March |, 2fi)7, a copy of which is on frle at thc oFtces oft1'' Corforarion. firc Architect shall rreview ard rcfine the estimatcd Co6t of ttp Wofk of

the Project as a whole, and thc estimatcd cost of the work fof the Early sitc DeliveryMass drading, tlre Wildlife Corridor consmrction and the Agua Chinon construction inparticular, alrd inform the Owner of such efinements on a continuous basis during thePerformance Period.

! 1.1.2C Thc timc p{ram€t€rs are:It*nti|y, if appmpriatc, mitcsto,v dates, durations or last ttwk sclpduling')

Tfie period of drnc betwecn comfirenscm€nt of Scrviccs and complaion of thc Serviccs is

hcreinafter refered !o as the 'Perfomancc Pcriod." Within 15 calcndar daye of this Agnccmq*'

thc ArchiEcr shall submit for the owncr's apprcval the dnft Baselim schcduh deccribcd in

S€cdm fS,1.2J that shall assumc a Pcrformarrce Period duration of 12 rnonths. Thc partics

shall coopcratc in worting to agrcc on tlp Basclinc Schedule within 15 calendat dayc of lhcArchitcct;s submiscion oi tlrc Oran for thc Orvncr's spproval. Thc Tasks and Delivcrablesidcntifi€d in thc Scopc of Scrviccs shall bc complcted during thc Pcrformance Pcriod. in

accordancc widr thc Ehlivcf$lc duc d$ca and Major MilcsOnc D.t€8 sct for6 in dr Baselinc

Schcdulc. S€c Sacdon lJ fof d€tail regarding thc process and Gquircllcnts for thc Architoct !o

obtain thc ovner's approval of Monrhiy schcdule updates as psrt of the invoicc atd prymcnt

ProcGEs.

! t.1.27 The proposed procun n€nt or dclivery nretlrod for thc Projcct i8:

itdcntily mtia'suc* as conpetitive bi4 ,Etotiated aontret, or constnrction nnrugenunt. )

tii' rg, rg. lrr' lcto' ttrt' tg"' tt' Jt tt"btfi'/r,ri.r.r-tfrat-act{t- rr aftr'rir-nre wiiiff-rj' ir'ri iii' tioc!;a i" roiftt d by u s copv.bn t.r lnd I 'nrrdr.l t ..ll.r'unsuhorr!.d r.rioducrioo or atrulwon o tntiai;'ooiiq"ii.o. i.r e".tlo" ol i!tl':v l::uM Al1!L:l-*'J:glg':ig'.{l,yt "U;;h*ii;;6;;tio" t diafifirti; ot thtr A^' Oocrrn.nt. o. any po.llon ol it, .nly f.tutt tn i€v.r. clYiltnd ctlmin l p.!.lll'r' ind wrrr D'

",."*.1.0 r. tii.i'l.um elcnr por!,ft wdlt i;. r"i rlrb d*rtii'r p'oLl"ta t Ate.dlt.w' d o]lt:! erutrla' u*tu

ib, f @n.o-t rfridt.4*! fi,fTOa,L Ja L at li t{.'trllda! |MTW

The Agreement does not contemplate the Architect's preparation of bid documenS, except to theextent;t forth in Appendix B of the Scope of Services with respect to pr€Paradon of the Early

Sitc D€livery mass grading Construction DocumenB, preparation of the Wildlife Conidor

Consrnrction Documents and preparation of the Agua Chinon Construction Documents. The

Architect shall prepare the plans and technical specifications for Early Site Delivery, the Wildlife

Corridor and ihe Agua Chinon construction described in the Scope of Services, |q be

incorporared by the Owner in competitive bid documents for such construction work. It isanticipated thai the Owner witl procure such construction in rccordance with the Owner'sstandard procufement pfactices, The procurement method for other aspects of the Project shall be

determined from timc to time by the Owner in its disctption.

! Ll,2.E Othcr parameters iue:(Identify speciat clnmcterislics or needs of thc Pmiect such as encrgy, environmenlal or histoicp r e s e ntotion rc q ui E m.nts. )See hojeo dcscription.

c r.r.3 PR(UECTTEAI| 1.1.3.1 Thc Owner's llesignarcd Rep(centrtivc is:(ljst nanv, a&rcss ord other infornwtion)

Chicf Executive OfficcrOrangp County Grcat Park Corporationc/o City of kvircOn€ Civic Cent€r PlazsP.O. Box 19575lnyine, CA V2623-9575

! 1.1.3,2 Thc pcrsons or entitics, in addition to the Owncr's Dcsignated Reprcsentadve, who arerrquired o rcview thp Architcct's stDmituls to thc Owner are:(List nanu, a&rcss atd other infonwtion.)

orangc county GrEat krt Board of DitEctor& city council of thc city of kvine and othcrrcgulatory agencics with jurisdiction ov€r aspocts of thc Cr€at Prdc, as appropria& io thcparticular Task, Dclivcr&ble or submittal.

t l.t.3.t fte Owncr'c othcr corNultants and cDntractorr 3tE:(List discipliru and it lolorwn, identifi thzm hy nane and adress')

As detcrmincd by the Owner ftom timc to timc in its discrcdon.

t l.l.3i Thc tuchitcct's Designsted Rcprecentative is:(Lkt nanu, &rcss atd otfur infonnatlon)

Ka! SmithKcn Smiti knrlscapc At€hit€ct, Inc.79 Ch8mbcn St.Ncw Yod., Ncw Yor& 9lfi}7

ts!. ltt, 16,15.-l|7'rl'o' .r"'' f?7 t*l-.",rtf-u'fln*crr frrtf C fnnr* I t .'i.--a weernti rnr Ate' O.cumri ir Fot.cr..l by U.3. Copyr{tll Ltw .tn h!.rr!.llo.ril rr..lL.llnrutiortt d ..producrton o? dllt rtrtbn ol tht; A|Ar Oocum.rt. o. rny porllon ol ll ;rt .sltilt ,; !.v.r. clvrt ,nd cdmh.! p.naloc.' iftd xlll b'llnruttrortt d.aproductlon o? ctllt ttrtbn ol thlr AlAr Oocum.rt. o. rny porllon ol ll;rt.sltilt r. !av.r. clvlt rnd cdmh.!p.nall,na'itid Nlll b

ororacltad to ttfi mlriDurn rrr'|l porarbL oa.lor ora lrr. tha .bq''arn i- rr<,,,]r,i,bl M ,''lfra lr'.lr3' glfulrl&l e,it qA

ib.t(E!|eao-l gran a4|.a o|t fixy207. an b nd b. r--.u- l!-! (a4"t!cnt

and

Yehudi GaffenGafcon701 B. Strc€t, Suite 1600San Diego, CA 92101

The Owner shall bc e0titled to rcly upon the direction of either of the Architccfs DesignatcdRepresentative$ with respoct to any matt€r arising undcr the Contract.

! 1.1.3.5 Tte consultans retained at $e Architect's expense ar€:(List disciplinc an[ it lomwn, identifi them by nanu atd ddress.)

Thc Afchitcct is t€sponsiblc for rctaining at thc Alchitect's expense all $ubconsultsnB necessaryo comphte thc Serviccc.

Thc foltowing subconsultants ar€ desig[ated as key subconeultants (thc "Kcy Subconsultanb")ald thc Architect shall not temrinatc the serviccs of any Kcy Subconsulunt or contrrt withanother subconsuttant for th€ perfofrnancc of the services provided by the Key Subconsultantwithout thc Orrncr's prior writrcn approval.

Subconrultant Nemc Subcotr{rlt|nt Fxncdo|rsKen Smith bndscape Architects, Inc. Mascr DesiflnerGafcon Desig ManagerGrccn Shield llabitat/FrologyBuro Haomld Sustainability/S!!!qq!4TEN Arquitoctos Bridgey'Facilitics DccigoMia Lehrer lfldscaDc Atchitrctut€Fuscoc Endneerinc Civil EnginceringFordc and Mollrich Outrcach/Communications

The following prircipels and scnior managers of thc Architcct are hereby designated as KeyPersonnel and may mt bc r€placed d rcassigrrd m other projrrts without the consent of thcOwncr: Kc,n Smith, Yehudi Gaffcn and Bcn Martin. lGn Smith shall on avcragc throughout tftcPerformance Period allocatc not less than 4$b of his professional timc to performance ofServiccs lrercun&r. Kcn Smith agrc* to attend th€ Petiodic mcctings with the Olvncr'sReprEscntative d€scribcd in Sccdon C32 of Appendix C of thc Scope of Scrviccs. the MajorMilcsbne prescnOtions to thc Board and the City Courrcil, and othct sclrcdulcd presfitation$ tothc Board, thc City of kvinc Planning Commission, and thc City Council' and to bc p|€scff inIrvine at such othcr tinres as mey rcasonably be reqrrcstcd by thc Owner's Representativc to thcexrcnt rcasonably feasiblc givar Ken Smith'g otlrer commitments and obligations. At cact of thcnlccrin83 dcscribcd in Sccdon CJJ of Appcndix C of thc Scope of Ssvices, thc Ar,chitcct shallprovi& thc Owncr with a schedulc for the ncxt 90 calcndar daye daailing thc meetintp that KcnSmith will ancnd and the timc that IGn Smith is schcduled o be in the lrvinc office of theArchitcct ovcr such 90 calcndrr days pcriod.

@!. rtnE I g' trl, tr.0' t Q, I rr' '.rn' tn a' f/,' rll.a ttr v fr'Ar|.rcfr h.frt d ArqrF. || r|1t

'i;-a i4irrxi, rui rrl' o"cu;rnt lr Foir<l.d rly u.9. Copytillrl Ltr .||d Iniltmtlon l tr..aL..

Un6utho.tr.d r.dodlctto.r o. ittll'iaut|on ol thtr tl^t Docat r.rn or any portlon ol ll mry raadt ,n tavat. ciYtl .nd cdmlnal !.taltta., .nat wlll bai'|rao: I . al^' oocun nt l. Fot .l..t bt u.9. CopYtl!fi| Ltr rd Iniltn llon l T?..|L..Docat t.ni or any portlon ol ll mry raadt in ltavi.'' civl tnd cdmln'l prtalll",ln" wlll b'Un6utho.t.;i.p.odtcttod o. itt{riixron ol thtr tl^' Doc.rn.rn or any portlon ol ll mry r..dt in t v.t civlr .nd cdmln.l p.talll.., tn t r

pfos.cur.d to trn m.rimfrrn cn '|t polliDL snd.t th.l.r. Iltb lbomrhi rr Fodlad t Alf aoilfi.a a qJlA',o|-l,gl7l?,'0' tt* WIto.|mlilo-l *tdr qa.. o aEonOO7, ri b rd b 'd..Url5oar tw.7'gn

Should thc rrvices ofany Key Subconsultant become no longer avrilable to d|€ Alchitect, thercsume and qualifications of ttle proposed rcplacement shall be submiaed o the Owner forapproval as soon as possible, but in no event later than seven (7) calendar days prior to thedeparture of thc incumbent Key Submnsuhant, unless the Afchitect is not plovidcd with suchnotice by the depaning Key Subconsultant. The Owner shall respond to the Architect withinseven (?) calendar days following receipt of thesc qualifications concerning acceptance of thecandidate fof r€plcment.

llre Architcct nny cngagc such Subconsultants as tlle Architect doems necessary !o completc th€

Services, provided, however, that the addition ofany SubconsulAnt that would result in a chNngein the Project Schedulc, or that would constitute a change in rhe Scopc of Serviccs, shall rtquirethe Owner's prior writrcn authorization. Notwithstanding the foregoing, th€ Architcct shallpmvidc thc Owner with prior writtcn notice of the id€ntity of all Subconsultarts !o be r€tain€d bythc ArchiEct for thc hoject, and tllc Ar€hitect shall rcfrain from raaining ony Subconrultantwhosc panhiprtion ttrc Orner dctermines would violalc any official O*ner policy.

Thc Archit€ct shatl be fully responsible and liablc for servic€s, prcductt and actions of allSubconsultrnts of my tier, and shall includc in esch Subconsultant agreemcnt any provisionsnec€ssary to nrakc all rhc pmvisions of this Agrcem€nt fully effective, including but not limitcdto tlrc stipulation thst the Architect, not th€ Owner, is solely rcsponsible for payment to thcSubconsultant for thc amounts owing and that the Subconsultant shall havs no claiflt and shalltakc no ction again*t the Owner fot nonpayment by the Architecl,

| 1,1.f Ghcr important initial information is:

(Pantnptu d.l.Ed)ARIICIE IT RESPOISCUTES OF THE PARNES! 1tl Thc Owncr ard tlr€ Archit€ct shslt cooperate with on€ anothcr to fulfill thcir rcspecriveobligatione undcr thir Agr€cmcnL Both partics shrll endcavor to mrintain good wortingretationehipo amorg atl rmnbcrs of th Owncr's Creat Park pmjcct rcaro inclding but notlimited to thc Owrcr's stafr, Coeoration staff, thc At€hitcct .td its Subconsultsne, the Oxncr'sothcr consuttanB atd co ftEtors, ond lrnnar Developrnent Corporation ("bnnar")' irludingH,eritagp Ficldr El Toro, LIJC ("HF").

t122 OfiilEnt ftet Untcrc oftcrwiec providcd un&r this Agrcncnt, thc Owncr shall en&rvor to provi&full infonn tb! io r timly manrcr rcgsrding any rcquitrnantlt for lrd limitstions on dtc Scopcof Scrvkrs, including thc Owncr's obtrctives, schcdule, consrrsints. snd criteria as ahc sanccvolvc dudng thc Fcrformancc Ferio4 inclrding any agrecm€ns bctwccn fic City and Lranarthrt inpaet upott thc division of rcgponsibilitica for asFcas of thc Crcat Part dcsigr bwccn thcOpls rnd l*nnar; providcd, howcvcr, thrt ncithct thc Architcct's rcqucst fq' fiir infcrnationnor dlc Orvrrr's pmvirion of it shall be construcd to ctEs6 . duty on thc Prrt of thc Orncr O thcfuchiEct, thc Archiaoct'o consultrnts, subconsulSants, inlurerr, or any othcr Frsoo or cntity tosupptcnrar, publish or dirtribuc such information. ti{otwithstrtding thc foregoing, thc Architcc-tshait bc cnritld to rely upoa thc informatior providcd by tlrc Orrner in thc notcboot entitlcd

lunorrmatal-: illtlnt.*sun c rort, tg,nl, r*1, r*o rectr rrt. taa, ts. rat. ttto, toa. to7' rr;.a)*rq tYjr|'|oa-t r"rnr a rr"t ri || dlat'i.a.a w^affiao: tr t Ar/l' ooc|I|'.nt l. Fot cl.d bt u 3. cdpYtiglrt l.t rrt tt'rml-tt tJ.|?llt'llh rlh&rtd ...ro.tuctl6n ot dlitlidbt ol thla Allt oocutnatl ot anv @atlon ol l! drry rctut ln rdv"t civu ttd ctl''llnrl p"rtlu"' tr|d lrlll t).unrsthoiDd raprodlctlon o. dtJi6dtor ol thla Al^' Oocurnar|t. or any po.tlon ol ll |tlry r.tdl it t Ye..civlr rttd ctl'tlln.l pandtl.l' tno I

rros.clrt d fo rh. mftftnum.rr.d tor.r!t. l,rdrr th. r.r. tl* en ;i r tEdrrc.d t^u.anmd (nt 'rt o'ttl|ll7r'td,7 ttLt ffi.ib.f GfL!-f rlldr.Dr- cr gt8l,.t b (n E t''d.,lr- Lc3 i2,,/[|Tl,'E,,

"Constraints and Opportunities." in connection with the Owner's Request for Proposals for theMaster Design Agreement, Vesting Tentative Tract Map 17fi)8 and the conditions appendedthereto, the Development Agreement between HF and the Owner dated as of July 12, 2005, as itmay be amended from time to time, the Master Implementation Agreement between lrnnar andthe Owner dated as of June 27, 20(b, as it may be amended from time to time, the Ag€emeniRegarding Hardscape Recycling among HF, the Owner and the Corporation dated as of May 3,2005, as it may be amended ftom time to time, and the Vendor Removal, Recycling & LicenseAgreement proposed to be entered into by and between l,ennar Communities, Inc. and RecycledMaterials Company of Califomia, Inc. The Owner shall endeavor to pmmptly provide a copy ofany amendments to such agreements to the Architect that may be enter€d into by the Owner fmmand after the date hereof,

! 122.2 With thc assisancc of the Architect, the Owner shall, at the 30%, 70% nd97% MajotMilesones of thc Sewices, and periodically as reasonably necessary, update the budget for theCreat Part Projcct.

I l.2.et nte O*'ner's Designated Reg€sentarivc identified in Secdon 1.13 shall be authorizcdto act on the Orner's behalf with rcspcct !o the Project. Tte Owner or the Owner's DesignatedRcprcscntative shall endeavor to render decisions in a timely manner pertaining to documentssubmined by the Architcct in order to avoid unreasonable delay in the orderly and sequcntialprogre.ss of the Architcct's Services. Thc Owner may change tlrc Owrcr's DcsignacdRepr€s€ntative at any time in its sole discretion and will provide notice of such change to th€ArchitecL

$ llll with respect to the issuancc of required City of hvine permits or approvals for GrcatPark dcvelopment, the Owrer shall reasonably consider the Architcct's suggestions for use ofnew, innovative Echnical ideas or solutions and support fior varirnce from City standards toaccommodate such new and innovative technical ideas or solutions; gmvidcd, however, tha! suchrcasonablc consideration shall not be deemed to obligate the Own€r to approve or adopt suchproposed variances or modified standards, which determination shall be made in Owner's solediscretion.

! 1225 Unlees othcrwisc provided in this Agrecment as it may bc amended or supplemcnted orrcquited to be furnishcd by thc Archicct pursuant !o thc Scope of Services (ircluding but notlimitcd to thc humrn risk a$s€ssmrnt required by Secdon 8.2.2.2 of Appendix B of thc Scope ofServices, soil sampling required by Secdon 8.2.2.5 of Appendix B of the Scopc of Services'performance of due diligence as parr ofthc Arhitect's desiSn process including soil sampling,assessmcnt of impacts of the design on existing above and underground infrastnrcturt, liabilityissues and Navy LIFOC and Quitclaim Deed rcstrictions) the Owner Ehall furnish tests,inspections and repons rcquired by law or the Contract Documcnts, such as structufal,mechanical, and chemical rcsts, tcsts for air and wucr pollution. and tests for HazardousMaterisls. In thc evenr the Ar,chitect discovers circumstances in thc course of thc pcrformance ofthc Ar€hiEcr's S€rvices undcr this Agrc€ment that flrc not discloscd by thc docurncnts rcferenccdin Scctbnc 1.1.2.4 and 1.2.2.1, or the Navy's Remedistion ftogram, which in the Architect'sprofessional judgment warrant additiooal testing by the Own€r that is not included in the Scopeof Services, thc Archircct shall notify thc Own€r of such detcrmination as soon as reasonablypractical. Shorld srrch asting reveal conditions that rcquin a rcdcsign of thc Prcjcct or theconsidcration ofalternative dcsign solutions, tlrc Architect shall provide thc Owncr with a|| O...|rr, rtalr - ttt h l. Cttr||fa Oratt ttttc r9a4 rst. 1059, tal', real. t96C,lgL, t$t ler!, l0ta,ltt l|.r ri latbtl}|A;ntlcr| f.tll. oa AErri.aL" || ,lelrb rxna wARNlt{O: thli Arl' Oocrsn.nr li p.ohcr.d by U.3. Copyrhht l|l| rnd litl.rm{q|.{ Tre|il.tUnnuthoriaad raprcducllon or dl lbutloo ol thii AAr Oocrrrant, oi rny portion ol it, may raarrlt in lravara clvlland.nmlmt pandllica, tnd|rillbaprotocur.d to th. n.rimum.rtonl possibt. undrr th.lair, Thi.aqrrrnl {. p.odt c.it t r{A dfnr. d l)e:llge cl0Jl7il(!7 ul(,. Oli|..t$.i0o@544o-t rtLrr oot* on $2OaDt. rd I @t lo..-d..lja. ,|ohr (}a*l7l60]

10

preliminary estimate of the potentially available design solutions and costs to redesign theProject or generate altemative design solutions. The Owner may elect to prepare an Owner-Directed Change of Services for such additional work in accordance with the provisions ofSection 1.33.1. The Owner shall not be responsible for cost to redesign the Project if thecondition rcquiring the rcdesign is disclosed by or reasonably inferable from the LtrOC, the

Quitclaim Deeds, the Navy's Remediation Program, or other documents referenced in Sec'done1.1.2.4 and 1.2.2.1. If the Owner elects not to perform such additional testing, then unless theOwner directs the Architect to suspend the Services or otherwlse modify the design to avoid thepotential condition rcquiring additional testing, the Architect shall be entitled to proc€ed with thedesign of the Pmject without rcgard to such circumstances and the Architect shall not bercsponsible for the consequences of the Owner's electlon not to perform such additional testingor the existence of such circumstances and the Owner shall indemnify and hold the Architectharmless from and against any claim, loss, liabitiry, damage or expcnse, including rcasonableanorneys' fees, sustained or incurred by the Architect, to the extent that such claim, loss,liability, damage, or expense results from the failure to undertake the additional testing;providcd, however, the Owner shall in no event release, indemnify, and/or hold the Architectharmless if the claim, loss, liability, damage or expense results in whole or in part from theArchitect's negligence or willful misconduct. For purposes of this Agreement, "HazardousMaterials" shall mean (i) any chemical, material or substance at any time defined as or includedin the definition of "hazardous substances", "hazardous wastes", "hazardous materials",'extremely hazardous waste", "acutely htzardous wasae", "radioactive waste", "biohazardouswaste", "pollutant", toxic polluunt", "contaminant", "rcstricrcd hazardous waste", "infectiouswaste", 'toxic substance', or any other term or exprcssion intended to define, list or classifysubstances by r€ason of prcperties harmfut to health, safety or the indoor or outdoor envimnment(including harmful prcperties such as ignitability, corrosivity, reactivity, carcinogcnicity,toxiciry, r€productive toxicity, "TCLP" roxicity" or "EP toxicity" or words of similar importunder any applicablc environmenlal laws); (ii) any oil, peuoleum, petroleum fraction orpetroleum derived $ubstancc; (iii) any drilling fluids, produced wate6 and other wastesassociated with tlrc exploration, development or production of crude oil, natural gas orgeothermal resonrces; (iv) any flammable substances or explosives; (v) any radioactivematerials; (vi) any asbestos-containing materials: (vli) urea formaldehyde foam insuladon; (viii)eloctrical equipment which contains any oil or diclectric fluid containing polychlorinatcdbiphenyls; (ix) pesticides; and (x) any other chemical, material or substance, exposure to whichis prohibitcd, limitcd or regulated by any govemmental entity or which may or could posc ahazard to the hcalth and safery of the owners, operators, users or any persons in the vicinity ofthe Pmject or to the indoor or outdoor envircnment.

! 1.2.2.6 Unless otherwise provided in this Agreement or r€quir€d to be fumished by theArchitect pursuant to the Scope of Services, the Owncr shall fumish all legal, insurance andaccounting s€rvlces, including auditing scrvices, that may be reasonably necessary at any titttcfor the Project to meet the Ownpr's needs and int€rEsB, However, to the extent that thos€scrvic€s ar€ rcquired to pr€vent or mitigarc the potential hsrm from the fuchitecf s failurc toperform m obligation of the Architcct, such as to prevent dre lapse of the Archilect's t€quircdinsurancc coverage, of to presefve a copyright in or m prcvent the unauthorized usc of the workProduct, the Owner may deduct the cost ofsuch scrvices fiom the lirst fees subsequ.nlly du€ tothe Architcct, provided that to the extent reasonably feasible, thc Owner shall give thc Architcctat least 30 calendar days prior written nodce of cir€umstances giving risc to the Owner'sincurrence ofcosts at the Architect's expensc and the expccted amount ofsuch costs, including aata ttoqrrritllalt - l(at pJt L coetrtn c ler7, rs:tr, r9a!, rsc!. 1953, t95r, rsl, le(|,lsc, ls7, l9m, l97a' ltz,lrcTtn 167bvrna,lrri|l| hnhd. o{ Ardn cr." rn agrr'irrnra w48 tNo rhr. atA' oocum.nr Ir Forccr..l by u s. copyrghr l.w rnd Int..nrtloo'l L.!ti.t. IIUnauthorirad raproductlon or dlrtdbution ol thlg AIA' Oocurnrnt. or any portion ot il. rnay rarutl in $veta clvll ,nd crlmlnal pantluaa, tnd will bapr6t.crr.d ro rh. mrrimur! crt.nr potilrt. und.r th.lsw ftb do.rr.nt E p.!drc.d by Ar .otwatr.t (nt6ae on o0/l t2O7 utdr OrdatNo.tMooao_l rfldr opfr ol 9r2dAn7. r|d L.Ei br rada.u, rafr: (2tL.r!0q

statement describing the costs in reasonable detail. and a reasonable opponunity !o curc suchfailure to perform and avoid the Owner's incurrence of costs at the Archilect's expense. TheArchitect shall have 30 calendar days from receipt of such notice to cure such error, omission,inconsistency or untimeliness, or if a cure is not feasible within such 30 calendar days period' tocommence such curc and diligently pursue the curc to completion.

! 12.2.7 fintentionally Omitted.l

I leSARCfffECTI lt3,l The Serviccs performed by the Architect, the Architect's employecs and th€ At€hitecf sSubconsultants shatl include all activities, Tasks and Deliverables described in the Scope ofServices and all obligations of the Architect pursuant to this Agteemenl [n addition to suchScrvices, the Owncr may from time to time to request the Architect to perform serviceshereunder rclated to the Ptoject but not included in the Scope of Services, and shall have theright to issue, in its sol€ discredon, one or morc Owner-Dirccted Changes in accordance with theprocedure for Owner-Directed Ch4nges in Sccdon 1.33 of this Agreement, All activities' Tasks,Deliverables ard other Services described in the Scope of Services, ogether with any scrviccsadded to thc Scope of Services pursuant to an Orvner-Directod Change, are hereinaftercollcctively referred to 8s the "servic€s." With resp€ct to spealing engagements, pr€$€ntotionsand press opportuniti€s, the Architect agrces that the Architect's Subconsultant for Strarcgy andCommunications (Appendix D of the Scope of Services) shall be rcsponsible for allocating thclevel of effort for such activities identified in the Scope of Services for esch Subconsultant toappropiate opportunities. No hours for such activities in excess of the specified level of effort inthe Scope of Services shall be entitled to compensalion undet this Agrcement unless a writtcnChange Order is issued by the Owner. in the Owner's sole and absolute discretion.

! 133.2 The Architect's Services shall be performed as expeditiously as is consisl€nt withprofessional skill and care ard thc orderly prcgrcss of the Services and that degree of skillnormally exerciscd by design profossionals performing services of a similar natur€. Time limitsestablished by the Project Schedule shall not, cxcept for reasonable cause, bc excceded by theArchitect or the Owner. If any dates in the Projcct Schedule are misscd or delayed for a reasonother than an Owner-Caus€d Dcloy (hereinafter defined), the Architect shall take all mcasutsnecessary to bring the Services into mmpliance with the Project Schedulc at the Architoct's soleco8t and expense. This paragraph does not pertain ro delays to the refercnced schedule which arethe rcsponsibility of the Owner ("Owncr{auscd Delays"). Delays resulting from inability toobtain rcquisite govemrnental approval ofany variances from or modifications to th€n-cufi€ntstandards applicable to the Pmject shall not be considered Owner-Caused Delays. For purposcsofthis Agrcement, "Owner-Caused Delays" shall mean any delay that is not corrcun€nt with anyoth€r delay thet is not grounds for extension of a Milestone Datc hereun&r. arising from thcfoltowing matters and no othen: (a) Ovrrcr-Directed Changcs: (b) failut€ or inability of theOwner, tlrough no fault of the Architect, !o obtain any required City Council or CorPorationBoard approval on or before tlre dste scheduled for such approval in the then curr€nt hoicctSchedulc to allow commencement of wort on any Task specified in th€ then cun€nt PmjcctSchedulc as rcquiring such approval, and (c) failure or inability of the Owner' through no fault ofthc Architeca, !o pmvid€ .€spons€s to submittals for which approval or acceptance by tlrc Owncris required to keep the Services on schedule, within the time rcquired for rcsponse indicatcd inthe then cunent Project Schedule. Owner-€aused Delays shall not include the time necessary forthe Architect to rcspond to comments on the submittats, nor shall it include any time necessary toMOocurrrt r r||- rfrprr r. Celrur O t0rr, reZC, rere, ig6t, re$, 1060. trol, 1963, 1966' 1947, lgm. _lg7il. 1977, letT..trlt_llgtbt th.Am..h.n Idllt d Arct{!.c!. It dghi.-i..ff,tt, WfF NG: rhli ArA' oocudenr i! prot.c!.d by U S Copyrrghl ldv .nd lnl|.n.l|ond r..lrt.Un.lthortr.d ..productlon o. diltriEutlon ot rhrr AtA" Oocumant. or:ny portion ol it, may rosult 'n s.v.ro clv[ ind ctr|r'ff| p.iolllca. ,lrll rvlrl oa

Dro.€cur.d ro ih. martnurn .r&nr poetibtr unde. th. Irw. Tlr| (toCunxmt rt FodrEad bt An rofit!.r at 0O;lE:3O on oG/t 7r2(E7 t|||C q€r

fao. 100o13$ao-1 s cn d'.la oi grryzo7, I|d ia dl lo. rnl..U-tad.: (raaa'ldst

fedesign the Project or elements ther€of based upon inability to obtain r€quircd third palty

approials. Notwithstanding the foregoing, lhe Architect shall be entitled to a rcasonable

eitension of time commensurate with delay caused by inability to obtain requir€d third parly

rcgulatory approvals in the ordinary course of business through no fault ofthe Architect.

privideOihat'such request for apprcval is not based upon a rcquest for any variance from or

modifications to rhen+urrcnt standards applicable to the Project or a rcquest to approve the

location of a Great Park feature in a LtrbC area or any other area r€stricted by the Navy's

Remediation Pmgram.

$ 1.2.3.t The Archirect shall provide the owner and the ownet's desigees with a draft of all

beliverables identified in thi Scope of Scrvices and an opportunity to review and cornment on

the same within the time frames and in accordance with the procedurc to be set fonh in the

Project Managemcnt Plan.

C 12t'f Tfrc Architect shall accomplish the Services required under Sccdon BJ and 83 of the

Scope of Scrvices (subject to the Owner's issuance of my requircd authorization 1o procccd with

Allowance work as hereinafter defined) so as to pemit the award of a contract for thc Early Site

Delivery (as defined in Scct{on 8.2.1 of Appendix B of the Scope of Services)' the Wildlife

conidor 1as defined in scctlon 8.23,1 of Appendix B of the Scope of senices) and the Agua

Chinon construction (as dcfined in Secdon 1i.3.2.t of Appendix B of the Scope of Services;'

respectively. at prices that do not exceed the Cost of the Work estimated by the ArchiEcr at the

completion of the Construction Documents for each such hiect element and appmved by the

owner. with rcspect to each of the forcgoing sets of construction Documents prcpared by the

Architect, if at least three qualified bids or proposals ar€ r€ceived for the relevant Project element

constnrction contract, and all of such qualified bids or proposals for the rclevant Project element

consFuction contract exceed the estimated Cost of the Work for such Project element by tcnp€rcent ( l0%) or morc, the Owner may elect to:

give writrcn approval ofan increase in the budga for the cost ofth€ wor* for such

construction Projectircquire tlrc Archircct, at no additional cost or expens€ to the Owncr, to rcvise thcConstruction Docum€nts, rebid the con$lruction contract and pcrform all othcr

scrviccs again as nccessary to finally Produce a oontrsct with a rcsponsiblccontractor-and for a cost that does not exceed the owncr's budgct amount for urch

construction prcject by mor€ than ten percent (lM); or,l cooperate in rcvising ttre fro.lect scope and quality as requir'd io reducc the Coct of

the Work.

Howeveq the Ar€hitcct shall not b€ rcquired to perform srrch oddidonal scrvices at no cost to thc

Owner if thc unfavorable bids or proposals ar,e the rczult of conditions bcyottd ilrs reasonablc -conttol, such as a change in market conditions between the dste of the Ar€hit€ct's estimate atrd

thc requircd darc for su-bmittal of bids, If the Architect pt€PatEs Construction DocunrenB for anyp"tt oi m noi""t and if bidding has not commcnced within 90 days aftcr the Architcct submig

itr. tOO* *tit"te Corxtruction Documenc for such part of thc ttolrt to drc Ofo'.s: .O,Agpt t* th" b*t of rhe Work shall be adjusted ro refl€ct changes in the gcneral lcvel of pricls.

in tt; constmction indusrry bctween the daie thot the Constnrclion hlmcnts art submitted and

the date on which bids or propossls are sougltt.

.l

2

ffi.ffitrd;;;:;lT',,1ilffffiJ.';;iliiii,ilii;i;''d;il;;15e."r."11a-r1r1,1-9-"1r:l9L:j:l*T"'*1."1y.1"*._.,1,*- t iir scwracivn and c'lmln'l pinaltl"' tnd elllb'

Unrulhorlrcd faproduct ion ot dlstn6otlon ol l||l! Ala' Doc um.nt. o. any poftron ol lt m'y r"ul

;ff":["T:l;11;[;"J,.il;":,'Hffi]il;;il;;";;."irrii;i';;;i; ertdrr.d i ar^ "'id"

d 0s: I t:ro on 0!t'no? utcr' otrrLo, I (F@584O-l rvildr .rpraa on O2O:mO7, .rd ia |El lbt t-rl.lrrta*

(2aa64t5ml

$ 1.2.3.5 The Architect's Designated Reprcsentative identified in Section l.13 shall beauthorized to act on the Architect's behalf with respect to the Project and the Services.

! 1,23,6 The Architect shall not knowingly or negligently communicate or disclose at any time toany person or entity any information provided by the Owner in connection with the hoject or theServices, or any Work Muct, except (i) with prior writrcn consent of the Owner, (ii)information that was in the public domain prior ro the date of the Agreenrnt, (iii) informationthat becomes part of the public domain by publication or otherwise not due to any unauthorizdact or omission of the Architcct, or (iv) as may be rcquired to perform the Serviccs or by anyapplicable law, including such as may be required to be disclosed to the Architect'sSubconsutlrnts, anomeys and accountants. The Architect, at any time upon the rcquest of theOwner, shall immediately retum and surender to the Owner all copies ofany materials, records,notices, memoranda, recordings, or other documents fumished by the Owner to the Architect.The Archited shall cause all Subconsultants or any other person or entity performing anyservices, or fumishing any materials or equipment, for the performance of Services under thisAgreernent to agree to comply with the terms of this Secffon 1.2J.6.

No copies, sketches, computer graphics or graphs, including graphic Ittwork are to b€ releasedby the Architect to any other penon or agency except after prior writtcn approval by thc Owncr'except as necessary for the performance of Services under this Agreement. All pt€ss r€leases,including graphic display information to be published in newspap€rs, magazines, elc., ore !o behandled only by the Owner unless otherwise agreed to by the Architect and the Owner. TheArchitect shalt not use the Owner's or the Corporation's name, photographs of the Project,artistic r€pres€ntations of the designs of the Project or any other publicity pertaining to theProject in any promotional or Fofessional publication, magazine, trade paper, newsPsPer,seminar or other medium without th€ express written consent of the Ownet which shall not bcunreasonably withheld; provided, however, that lhe Architect may usc rendcrings for its ownresume and promotional purposes if there is no information that would suggFst that such useconstitutes an endors€ment by the Owner. The Owner shall rcspond to the Architect's writtenrcquest for consent to usc photographs of the Pmject, artiEtic repr€scntations of the designs of thePrcject or any other publicity pertaining to the Project in such manner within 30 calendar days ofthc Owncr's rcccipt ofsuch request. The Owner's failurc to respond to any such r€quest withinrhe 30 calendar-day period shall be deemed thc Owner's consent to such usc. Thc Owner shollprovide professionat credit for the Architect in the Owner's promotionsl marcrials for the Projectas and in the manncr the Owner rcasonably deems appropriarc.

The con{identiality obligation set fofih in this Sccdon 1.23.6 shall survive the exPirstion oreadier tcrmination of this Agreement.

! 1.13.7 Thc Architect (including th€ Architect's Represcntatives and thc Kcy Subrconsultans)shall not engnge in any activity, or accept any employment. interest or contribution, which couldcrcste ao appcsrance of impmopriety of busittcss affairc or that would reasonably appcar tocompromisc thc Architect's profcssional judgment with respect to thcProjcct.

I 1.217.f Archit€ct reprwcnts, warranB and covensnls that it prcscntly has no intcr6t' dir€cl orindircct, that would inrcrfcrc with or impair in any manner or degrce thc pcrformancc ofArchitect's obligations and responsibilities under this Agr€em€nt. Architcct furthcr agrces that

Ll Oooufsr| l'arrr- rft Frl l.Co?trhm O 10t7, lrea, l0aA lGl, l9{t3. ls{t8. 1961, ls83' 10€a, loar' lcm' l9lra, ton' 1Q7 ra lettvlh.Arnrban ftfi.fad Arditaatr l|l.t t_,ia.t|4 WAF{ti{d Thrr AtA' Oocumlnr rt prot€cr€d Dy U.S. Copyriqht L.t and Inl.tn.tro.r.l Tr..d.t taUnduthortr€d T.productton or dl.trlS! on ot thtr AIA' Oocu|n.nr, o. any portlon of it ;ry rsrult in !.vof. clvlt tnd crlmlfl.l P.n.lll.t rnd wlll txp.os.cut.d to rh. m.rlmrm.rtont porslbl. und.r or rr*. T|l. Aeuo;in9rldrrcad b' AlA adtE r! O:185t otroUt7,?m7 utxra. o7(|.ib.l@qut4a0-l |l5r.rpk .on '2UIU)7. rd L rq b rrdalrrXLr l?.,3ttdIl

while this Agreement is in effect, Architect shall not acquire or otherwis€ obtain any interest,direct or indircct, that would interfere with or impair in any manner or degree the performance ofArchitect's obligations and responsibilities under this Agreement.

$ 1.2.3.7.2 Architect acknowledges that pursuant to the provisions ofthe Political Reform Act(Govemment Code section 87100 et seq.), Architect or Owner may determine Architect to be a"Consultant" as that term is defined by the Act. In the event Architect or Owner makes such adetermination, Architect agrees !o complete and file a "Statement of Economic Interest" with theClerk of the Board or Chy Clerk to disclose such financial interests as required by Owner, [nsuch event, Architect funher agrees to require any other person doing wort under thisAgreement to complete and file a "Statement of Economic Interest" to disclose such otherperson's financial interests as required by Owner,

0 t.2.3.8 The Architect shall rcview laws, codes, and regulations applicable to the Architect'sServiccs, and shall keep itself frrlly informed ofall state and federal laws and county and cityordinances and rcgulations, whether currently in force or as may be amended or adopted duringthe Performance Period, which in any manner affect those employed by it or in any wey affectthe performance of Services pursuant to this Agreement. The Architect shall r€port to the Ownerthe rcsults of this rcview and shall respond in the design of the Prcject to requircments imposcdby governmental authorities having jurisdiction over the Project. The Architect shall at all timesobserve and compty with all such laws, ordinances, and regulations ard shsll be rcsponsible forthe compliance of Services performed by or on behalf of the Architect. The Deliverables shallconform to all applicable rcquirements al|d standads imposed by govemmental authoritieshaving jurisdiction over the Project; or obtain a variance ftom any rcquirement or standard towhich a Deliverable docs not conform, authorizing tlrc manlrcr in which such Deliverable fails tommply with an applicable governrnental rcgulation or standard. The Architect shall not beentitl€d to any price or schedule relief in the event lhat th€ Architect el€cts to pursue a varianccfmm an applicable govemmental rcgularion or sl,andard.

! i,ilJ The Architect shall r€view information provided by thc Owner for thc completcnessnccessary to the performance of the Architect's Services. The Architect shall pmvide prcmptwritten notice o the Owner if the Architect becomes awarc of any enos, omissions orinconsistcncies in such Services or information.

! t2310 All design and enginccring work fumished by thc Architect shall be performcd by orundcr the supervision of persons liccnscd to practice archit€ctur€, landscopc archirccture,engineering or suneyrng (as applicable) in the State of Catifornia, by personnel who are careful,skilled, expericnced and comp€tent in their respective trades or professions, who arcprofessionally qualified to perform the work in accordance with the contract documents and whoshall assume professional rcsponsibility for the occuracy and completeness of thc desiSndocuments and Construction Documents prcparcd or checked by them. Th€ Archiacct shallohain at its sole cost and expens€ all licemes, permits, and approvals that may be r€quir€d bytaw for the performance of its Services. The Ar€hitect shall have the solc obligation to pay onyfccg, asscssments, and taxes, plus applicablc Fnatties and intercst, whlch may bc imposed bylsw and arise from or are necessoty for lhe Architecr's performlrrce ofthe S€rvices, ard shsllindemnify, dcfend, and hold harmless lhe Ou,trer against any such f€ls, ssscssments, iaxes,penalties, or interest levied, assessed, or impoced against the Owrer th€rcunder.

lla ocd|rr.rt tlalr - t*? prl t. oct'|g c 19t7.19e!,lgaa ts!, tsq i66, 106l, 1969, lSSt' |67' leto. teta' lDz' l{|Jr.trd !eo7!trlArnartcryl hdrnra ol Arcflcar /ll dgna'iaivaa VYABttlttO: Thti AtA' Oocuns^t ar Fot..t.d try U.3. Copytlghl Ltw .nd lni{rnrllon.l t ..tLt.Unauthciad raFduclon or dlstn6uton ot thit AIA' Documcnt. or any portlon al it, msy rardt In 3evara ct vll tnd cilmrntl Panrlllaa, .M wrll b.p.os.cut.<l to thc nrrimum.rtanl porltbla urdr thc l.w. thb doqndlt r tod|lad bt lla ao{tfllnt J OJtlSt otlot/l7r2oo? ul|' Oda,ib.t@ao_t rlich.ryi- on $nimt. .r!d lr rd lor rrdlr- llcLl @..44tt60t

$ 1.2.3.11 All individuals performing Sewices shall have the skill and experience and anylicenses and certifications rcquired to perform the work assigned to them. If the Ownerdetermines in its sole discretion that any person employed by the Architect or by anySubconsultant is not performing the Services in a proper, safe and skillfirl manner, then at thewritten request of the Owner, the Architect or such Subconsultant shall remove that penon andthat p€rson shall not be rc-employed on the Projecl wirhout the prior written approval of thcOwner in its reasonable discretion. If the Architect or such Subconsultant fails to remove suchperson(s) or fails to furnish skilled and experienced personnel for the proper performance of theServices, then thc Owner may, in its reasonable discretion, suspend the affected portion ofthework by delivery of written notice to the Architect. Such suspension shall in no way rclieve theArchitect of any obligation contained herein, or entitle the Architect to an amendment or changein cost. Once comptiance has been achieved, the Owner will notify the Architect in writing andthe Architect shall promptly resume the suspended Services,

| 1.2312 Ttre Architect agrees that all Services shall be performed in a competent, professional,and satisfaoory manner in accordance with the level of professional skill and care ordinarilyused by members of the design profession practicing under similar conditions at the sarne timeand general locality, and that all goods, materials, equipment or personal propeny includedwithin thc Services hercin shall be of good quality, free of defects and fit for the purposcintended, Notwithstanding the preceding sentence, if this Agreement establishes s specificpcrformance sundard for any aspect of the Services, the Architeet's Services shall be performedto achieve such standards. In performing the Senices, the Archircct shall keep in mind fundinglimitations on construction of the Project, and shall produce a Schematic Design that will addressfunding limitations.

! 1.2.3.{3 The Architect covcnants for itself, its h€irs, executors, assigns, snd all pcmonsclaiming under or through it, that there shall be no discrimination against any penon on accountof race, color, crcd rrligion, gender, sexual orientation, marital status, national origin, orarrcestry, in the performarrce of this Agrcement. Th€ Architect further covenants and agrees tocomply with the terms of the Americans with Disabilities Act of l99O (42 U.S.C' 0l2l0l et s€q.)as the same may be amcnded from tinrc to time.

C l.23.la Architcct shlll cornply with Owncr's standards for CAD file subminal for maps'grading plans and other improvements and with the Owner's rcquircmcnts for srrbmittal oforiginat graphic files to th€ Owner's Geographic Information System (GIS)'

! l2.rlr uvtNc WAGE oRDTMNCE! l23.1el Alchitect shdl comply with Owrrcr the Living lVage fuinancc doprcd by Owner(the "Ordinance') sct forrh in Appendlx A. Architect shall require that any Subcfntracto(s)perforning work on the Contract shsll also comply with thc requiremeno of the Ordinancc. Thccur€nt living watp and bencfit fctor rates arc post€d on th€ Own€r's website atwww.cityof irvinc.org.

! tt t l!2 Architect shall submit I complcted Declaration of ComPliancc Form in fte formattachcd hcrcto as Appcndh B concurena with execution of this Agrecment. Thc followingLiving Wage Ordinance information docunrents arc also attacM her€to and ircorporatcd hcrcin:Living Wage Guide (Appcndlx C); Uving Wage Comparable Bencfits Summary (Appcodh D);

Lt Do.ur. ll{n- ltth l.WCia OlgtZ l&X,l9a& t06!,1956. !96||' t€01, lgdt.10a4lt6t' lgto' 197+ le?7' ltttd.lgt b'A,ltricf| Lhat d ArEnradt. l[ dafi||'iaLa wai lro: thl3 AIA' Docudrcnt rt Fot'cltd bY u S cogttqhl l'w tnd lDt"fi'trond ttt'lhAmricf| hii/fa d ArcfiGll l[ fil||trricUnauthorrr.d r.oroduction or dlslrlbutlonol lhit /

-iac wAaMNO: thls AIAol lhit AIA' Oocun€na. o. !r

rr prot.ct.d by u,3. copy.lghtlrw rnd lDtatfi.llon l lta.lbl.Unauthortr.d r.production or dl{rlEutlon ol lhit AtAn Oocr.rtnenr. ot any porlio{ ot t, mat reiult in 3!ve(a civtl .nd crimm.lg.niluat' {rnd dll baprolacutod lo th. mlrrmum dr&nr po3srbl. und.t lhc l.w. thl6curr;!i 'd g.o(||rit by An raalEa d (D:lt3e on 0?17/207 ut(|t (tn'

nb.tmlttao_t rrrarr arpraa cr lilozo7, ta L rd br rralaUrLfE (la{47[I]

10

the requircd Notice to Employees (Contractor Responsibility/Employee Rights) (Appendlx E);and the requircd Eamed Income Tax Credit (EITC) posting (App€ndix F).

ART|CIE 1.3 TERTS AND CoilomoilS$ r.3.1 COST OF IHE VYORKt l.C,l.l The Cort of the Work shall be rhe toral co$ of any element of the Pmject for which theArchitect prcpares Construction Docutnents, or, to the extcnt any element of the Project forwhich the Architecr prrpares Construction Documents is not completed, the estimated cost to theOwner. of the construction contracl for such element(s) of the Project.

! L3.1 2 Thc Cost of the Work shall includ€ the cost at curent market rates of labor atdmaterials, escalation, permits and fecs fumished by the Owner and equipment designed'specified, sol€cted or specially provided for by the Architecq including th€ costs of manag€mcntoi supervision of construction of installation provided by a separate general contractor, plus areasonablc allowencc for tlrcir overhead and profit.

$ 1.3.1.3 Thc Cost of the Work does not include the compensation of the Architccl and theArchitccfs consultmts, lhe costs of the Iand, rights-of-way and financing or other co$s thrt arcthe rcsponsibility ofthc Owner.

0 t.12 ltsTf,lt rEt{T8 oF SERlrlcEt t,eat rte nrctitcct agr,ecs that any drawings, specifications and other documents, includingthose in electronic form (collectively "Instruments of Service") and models, rcnderings' mrps'written informatiorl reports, studies, textual materials, flow charts, diagrams and other materials,including those in electronic form, developed for and to bc fumished to the Owner or anyone inconncction with this Agreement by or on behalf of rhe Architect, or by any consultants'coDtraclors, or others r€tained by the Architect, and all modifications madc by th€ Archit€cl toany documents supplied by the Owner to the Architect, and all inventions, ideag, discoveries'improvements, copyrights and patent3, but not including the Architect's und€rlying materials'software (except as miy be purchased at the Owner's cost for the Architect's performsncc of theservices), or know-how (collectively with the Instruments of service, the "work Product") shallbe the sole and exclusive pmpeny of the Owner. The \lr'ork Product shall bc deenrcd worksmade for hire and att rights in copyright therein shall bc rctained by the Owner, whcther or notthc Projecr is comptcred, The Architect shsll not be entitled ro make any use of any of the WortProdwl whsroever except Es may b€ exprcssly permitted in or rcquired by this Agrecment' TheAfchit€ct shall deliver such Wotk Product (including those of persons engaged for special andconsulting services) to the Owner at the expiration or eadier termination of this Agreement orotherwise within 14 calendar days of written rcquest of tlrc Owner. Copies may be made for theArchitect's records but shall not be fumished to others without writrcn authorization fmm theOwner. The Architect agrc€s lhat the compensation to be paid pursuant to this Agr€€mcntinctudes ade4uate and sufficient compensation for any Work Pmduct developed in conncctionwith or resulting from the perfofmonce of the Architect's Services. The Ar€hit€ct' inconsidcration of Orner's execution of this Agleemcnt and for other good and valuablcconsidcrarion, the r€ceipt 8nd suftici€ncy of which arc hercby acknowledged' hereby irrevocoblygrants, assigns, and transfers to the Owner alt of the Architcct's right, titlc, and intcr€st of any -kind in and-O the Work hoduct and the copmghr thercoi and in all renewals and extemiofls ofthe copyrigit that may be secured now or hereafter in force and effect in th€ Uniacd Stat$ ofAmcrica or in any other countrJ or countries. The Archited funher understands snd aglecs that

ltl Do3und tratn - lerr p-r t. cocrthl|| o retz, te23, rta6, 196!, ls6it, 1054, !96t, 1963, 1966. lgdr, loto, .ltt , lg7', lst rrd.lsst btth.Arn.b$ t|raltlr! of ArEhncla ̂{ rlrttb rr-r.1 WAFNINGrhls Ala' o@ud..t r! proleclld by u s. copv.lghl L6s 6.1d h,1Ti1T1t_Y:::."umurho.rred ..productlon or dilri6trilon ol ihir Al^' oocumont. 6' any pdiion ol ii. mrv relurt in t€v€,! 9,rI -+ "11:1"ll3"rlltt

!rd-,*rrr b'i;;;;";;;;;;;;;ii;;;; fi';ilii";;aih;h^i oocumenr. o, any p-rion ot ir. inay rerurlir rever.;,vrr.d crh'n.r P.n6rtr....nd trtrr b.pros.cursd ro t; ..rilnm orre nt posrrbrr una* ihe r".. rru oocrrmiti s p.oorE tt b' Al,{ !ot|T'.'. 6l it0rrt39 dr oJl712007 |'rn Onltl{o.l00eteao-l tlrlci a4traa oi 92m(x)Z rtd l. nd lor ts*.It- t'd': e'{'756')

full disclosure of alt Work Product shall be made to the Owner, and that the Architect shall do all

things necessary and proper to perfect and maintain ownership of Work Product by the Owner'

The Owner may use all Work Product in whole or in pan or in modified form in connection with

this Agreemeni or otherwisc as it shall determine in its discrctioq, without fu(her employinent

of, or additional compensation !o, lhe Architect or any consultanr or Subconsulbnts rctained by

rhe Architect, If ( I ) such work Product (excluding completed Construction Documentsdelivered by the ArchitecD is utilized by the owner subsequent to the terrnination of the

Archirect's Services under this Agreement for Owner's convenience, or (2) if such Work Product

consists of cornpleted Construction Documens delivered by the Architect that are modified by

the owner in any resp€ct subsequent to the owner's termination ofthis ASleement for

convenience, rhe owner shall release, indemnify and hold the Architect harmless from andagainst any claim, loss, liability, damage, or expense' including r€asonabl€ attonEys' f€€s,

sisrained or incuncd by the fuchitect, to the extenr that such claim, loss, liability, damage, or

expensc rcsults from Owner's use of the Work l)t.oduct without &e Architect's involvement.

Notwithstanding anything to the conarary cont4ined in this section, the Owner shall in no event

rclease, in&mnify, and/oi hold rhe Architect harmless if the claim, loss, liability, damage, or

expense results in whole or in pan from the failure of the Afchitect (or anyone for whom the .Architect may be liable under ihis Agreement) to comply with this Ageement in thc pryPararion

or publication of the applicable Wori Ptoduct. The Architect agrees to include in ell of its

Contracb with architects, engineers and other consulEnts or contractors a provision incorporating

this section.

The Alchitect warrants that title to Work Product conveyed to the Owner shall be dclivered frte

and clear of all claims, liens, charges, errcumbrances or security inter€sts. Thc Architcct aSfees

to execute any documents reasonably IEquested by the Owner in conncction with the Fgistrationof patcnr and/or copyrights or any other statulory Protection in such Work Product' All wort

Ploduct provided to the Owner shall tte marked as follows:

@ 20- by [Owncr's namelAll rights reservcd

Notwith$tsrding the forcgoing, the panies acknowledge th&t in pcrforming the Scrvices' thc

Architect may develop certain invanrions, i&as, discovcries and improvcmentslhat orc not - . .dcvclopcd exclusively with funding from the Grcat Parlc project, are not uniquely conccmcd with

ttrc Creat Park, and ere ueeful for gineral applications other thon the Grest Prt't (8Il "Architect

Development"). Architcct f,ltvelopments shall be the sole and exclusivc propcny of the

fu€hit€ct prcvidcd, howeveC that ihe Owncr shall have an irrcvocable, nonexclusive, fully paid

up, perpctual right and license to usc any such fuphitect Development, including thc riSht to

assign iuch tiecnsc. The Architect shall pmmptly notify the Oryncr in writing of anydevJlopment that it con$idcrs to bc an Archit€ct Development. The Owncr shall notify the

ArEhitcct iD writing within 90 calendar days of any objectlon that the ownel may hsve to

classilicotion of the developmcnt as an Architect Development.

If this Agrccmcnt is terminated for convenience by the owner. then thc orrncr shatl not bc

entitbd 6 use the Ar€hitcct's na|trc with lEspe€t to any usc of lhc Work hoduct without thc

Alchitccr'o prior writtcn approval exc€pt as may be required in conncction with any spPlicationor filing for Project approvals that rcquirt idcntification of thc Architcct.

l*} 19"' l$7' ltt!' ll?'' lgt' lff rr.-llt nt rr|^,rt.|d;-fiil;'Adrir..r.. rnrqrr.'iij iiiirii6, iiiJ riri oii"i'".ii. pioicct d by u.s. copynsht L.w .nd Inrrn.tron.r rr..tr..'Uni,rhdi*d rmmdx.lon or di.rrtbuxon or rh';ii O*u-."r, or

"nv p"riton ol it.;.y result h revcr. crvrl,nd crlmhtl pttrt!...tnd will !'

;;iil;ffi;;;;;r;; ir i lif,.rr"i' "iir'i.

A|r' oocunsot, o' any poriton or it.;.y resurt h '!vor. civrr .nd crrmin'r ptrrrri..' an<r wtrr r.p.oidutod to tn. m.r'mu|I

"..^ p""r,o,",ni"' ,1" ;;

-ila a;;t;;'"ducro d en rotrrro a o;rt'g o|l 0et7'26? u|l't oi''

f|c.t00fiEm{t_l ratdr .!t- on r2g2m7, ad a mt lo. r..rh.tr-tr.r: lantu(m

(Purugrs?hs deleledt

0133 cHAt{GE lN SERVEESi 1,3,3,1 th" O*ner shall have the right at any time during the performance of the Scrvices,iithout invalidating this Agreement, to order work suspension or extra work beyond thatspecified in the Scope of SJrvices or make changes by altering, adding to, or deducting fiom saidwork (an ,'Owner-Directed Change"). Owner-Directed Changes may be issued for services to

proceed on a time and expense basis subject to a not to exceed amount, a firm fixed-price basis'

br other basis for paymeni as agreed upon by the panies. Each Owner-Directed Change shall

specifically defin! the scope of s€rvices !o be performed thereunder, shall specify how payment

will be made, and shall irrclude any other necessary information. Examples of items subject ro

Owner-Directed Changes include ipecial prcsentations and special site visits in excess of the

level of effon specified in the Scope of services. No such extra work shall be undertaken unless

a written order is fint given by the Owner to the Architect, incorporating theein any adjustment1n (i) the contract hice, and/or (ii) the time to perform this ASreement, which adjustments arc

.uU.lect ro ttrc written appfoval of the Architect. It is expressly understood by the Architect that

theirovisions of this Secdon l.3i.l shall not apply to Services specifically setforth jn.the .

Scope of Services or rtasonably contemplated therein. The Architect hereby rcknowledges that

it acceprs the risk that the services to be provided pursuant to the scope of Services msy be more

costly;r time consuming than the Architect anticipates and that the fuchitect shall not be

entitied to additional compensation or time thereforc, except to the extent such additional cost or

delay is a dircct result of a Differing site condition. "Differing site condition" means a

physical condition (excluding the prcsence of Hazardous Materials within the LIFOC areas or

such physicat conditions as may be disclosed by or reasonably inferable from the contractualt"rtriitions imposed by the Quitclaim Deeds, the LIFOC or the Navy's Remediation Proeram) of

an unusual naturc. differing materially from those ordinarily encounter€d or reasonablycontemplated and generally recognized as inherent in the type of work provided for in thisAgreement or lypical in the area, provided in all cases thal the Architect had no actualkriowledge of such condition as oi the date of the parties' execution of this Agrccment 1d suglt

conditioli would nol have been discoverable through a rcasonabl€ site investigation performed in

accordance wirh prudent and generally accepted professional practices for purposes ofperforming the Services, including review of all information supplied by Own€r pursuant to

Socdon 1.2.2.1 of this Agreement. If any such Owner-Directed Change caus€s an increase or

decrease in the price oftfiis Agreement or in the time requircd for performance, thc Architectshall promptly rrctify the Ownir thereof and assert its claim for adjustment within l0 calendardays affer thcchange or work suspension is ordered, or as soon as reasonably Pracdcabla ifthe

necessity for such adjustment arises out of the cumulative effect of the change rclative to other

uncompensated changes previously directed by the owner, and an equitable adjustment.shall be

negotiated ond issucd ̂ u Cor,tr*i ChangS fuer. However, nothing in this clause shall excuse

the Architect from proceeding immediately with the Agseement as chonged.

| 1.3.3t In addition to any owner-Directed change, a change in senices of the Architect'including services rcquired of the Architect's Subconsultants. may be accomplished after

exccutio; ofthis Agr€emenr, without invalidating the Agreement. if mutually atrd in writin&

or if thc Architect'J Scrvices are affected as described in Sectlon 1J33. The Architect shallnotify rhe owner in writing wirhin ten calendar days ofthe Architect's determination lhatChanges in Servic".

"t" n""d"d und justified. The Architect shall indicate in that notice (s) the

*"op"-of rlo "h-g".

(b) thc reason for the change, (c) the party, if anY, whose acts or omissions

r o..un rrltarD-rnzerr r. cogytrgm Siii?,iE-fr]181. tesC rgsa tgCi, tecg. tgcC. tcr, tezo. 1c74, l9rr, lSt.tt lsl bvn'ivr-rc.rr- tnmif. ot rrorrr.d!" lI rtd||.'i.an; irii ind, rriii ailt'o."umnr i: xoircrca oy u s. copt.rqht Ltw .nd ht..nr ond rrt'titt'

. , ; " - , , - ^ - . " n . - i . , , - . l u r t l d r [ , . . r n d { i l l t Lij,,r-rrn-*jl"p-au"rion or dtlrt;urron ,rt thtjAtA' oocurncnr. or my porrton ol rt. day.e3utl in tevcrt cietl and cIroiml p€.r.llio. ind l|ill b'

ii.".ii,:'.J.,t'1' -.',.r-.'r"nr po."'oro,na" ri" r"' rr* iti"iti * Fdlctd by AIA 'oiYrtt !t (Pr6:30 on oa172o7 uttl,] orb'

tb.t 00@59eao-r rli.n dpt- r| EanADT. .rxl it rtt lor .-.(1.tt..Fh: l2|,,lllgm

rhe Architect believes resulted in the proposed change, (d) the estimated financial :utd scheduleimprts of the change, and (e) a definitive statement of fees due the Archltect for professionalservices and expens€s r€lated to such change. In addition to any other remedies available to the

Owner under this Agreenent or under law, to the degree that the change was the result, in wholeor in part, of error, omission, inconsistency, or lack of clarity in the Architect's performarrce ofthe Services or was otherwise avoidable by full performance by the Architect. the servicesrequired to implement the changes shall be performed by the Architect and its Subconsultants atno cost to the Owner. Absent such written notification and agreement, the Owner shall have noobligation to pay for those services. If the Owner deems that all or a part of such Change inServices is not requircd, the Owner shall notify the Architect of the Owner's determinalionwithin l0 calendar days of the Architect's request, and the Alchit€ct shall have no obligation toprovide those services. Notwithstanding anything to the contrary in this Agreement, in no eventshall the Owner be responsible to pay, and the Architect shall not be entitled to an adjustment incompensation and any Reimbursable Expenses for any Change in Services to the extent such

services were required due to the negligent acts, errors, or omissions of lhe Architect, its agents,employees, or consultants or to the extent otherwise due to the Alchitecfs failure to perform inaccordance with the terms of this Agreement.

! 1.3,3.3 Excep as otherwise provided herein, if th€ circumstances described in thisSccdon 1333 that are not reasonably within the scope ofthis Agleement rcsult in an incrCase inthe scope ofthe Architect's services that materially increases the Archit€ct's level of effort orresults in unavoidable schedule delay that cannot reasonably be avoided by reprioridzation ofactivities, subject to the giving of the notice rcquired in Secdon 1.33.2, dre Architect shall beentitled to a reasonable and appropriate adjustment in schedule and/ot compensation' TheArchitect shall not bc compensated for services related to mediation, srbiEation' or litigation inwhich the Anchitecr is a party. Notwithstanding the foregoing, the Arrhitect acknowledges thatthe Services o be provided pursuant !o the Scop€ of Services involve an iterative andcoltaborative process with the Owrrcr, the Corporation, [.ennar, and the representatives,ernployecs and consultants ofeach of tlrcm. Pursuant to the Scope of Services, thc Architectmay submit drafts ofthe Aichitect's Tasks and Deliverables for review by tlrc Owner, and maymaie presentations to tlle Corporation's Board of Directors and th€ City Council, that result insuggestions and rcquests to modify the Work Product andlor the direction in which thc Architectis proceeaing. NotwithsUnding anything herein to the contrary, any such t€quest or direction-thatis Lonsistent with the Master Plan and is given with respect to eny particular Task, Delivcrable orother componenr of the work product at a point prior to a Major Milestone Point identified in thepmject Sc-hedule with resFct to the affected component of the S€f,vices, or official action of theCity Councit directing the Architect to proceed in a specified manner upon which the Architeca is

entilled to r€ly, shall iot entitle the Architc"t to any adjustment in schedule an/or compensation,nor shall the Architect be entitled to an adjustment in schedule and/or compensation for any suchrcquest or dircction given after the Major Decision Point if the delay was not an Owncr<auscdDetay. The occurrelrce of a Major Decision Point shall be documenrcd by dl€ Archit€ct's requestand thp Owncr's issuance of the following Notice:

NOTICE OF APPROVAL AND AUTHOruAAflON TO PROCEED

Thc undersigncd, as agcnt fu th€ Owncr, hcrcby approves thc following documcnB; (list

drawing numbcrs and dates, and spccifications' ifany.) The ArcNt€ct is hct€by suthorized uddirected to proceed to thc [identify ncxt level of performarrce] of the Scrvices. Any suboequc

||r ldrir rl|rr - rrr rrr r. creirrrrtr c lcl 6, 19L, t5!. rstt, t9 , tear. riao. r!a. rst tEo.Ita !!11]!,t-4.9-7-I turnre,rcrn rr.trrar a rnnre rr r6Xr rir-ld. wARtllNOr thl. ala' Oocutranl l. P.orccl.d bv U 9. Coptrlghl -l!r,, tlid tn"!::9-T]-t::!']?'

Urnur;orE d;.prodlrc on or dt.u6uton ot thtr AtA' Oocurnanl. or rny portton ol il. n|ty fotult In !.t..! civil,.(t..lm'n g.oar(".:r'u| r r r

proloctrt.drothe m.rihum.rrent pon.,br. undr rh. r.w. r r id,lr.;{ yJr F rdrEd i Al^.oihtt d OJa:3Ooi0$TrmZuiArOna.ib.t@t$ao-l r ctt .rir.. o|| 92l0r;m7. trd I ot iot rta.l..

Owner-Directed ChangesOrder punuant to Secdon

Ownec

that materially deviate from this approval shall be subject to a Change

13.3 of this Agrcement.

Date of ApFoval: ------J

Subject to the foregoing, thc following circumstances affecting the Atchit€ct's s€rvices for thc

Roject shall entitl€ the Architect to an appropriarc adjustment in the Architcct's schedule and

compensation:

(a) change in instnrctions or approvals given by the Owncr aftcr a Major DecisionFoint-, or change in instruction or aPProvals given by offrcial action of the- City .Council taken at I noticed pubtic meeting, that necessitate substantial rcvisions in

Instrumcnts of service, except those logically inferable from ald consistent with

hoject objcctives and Roject process€s set forth her€in, specifically including thelimits on the Cost of the Work;

(b) enetment or r€vision of codes, laws or rcgulations or official inrcrprctationswhich ncccssitate changes to previously prepared Instruments of

(Psrcgmpht dclctcd)Service, after completion of the Construction Documents by tlrc Architcct and tlrc

submission for all lEqufurd permits for construction of the Projcct;(c) owner-caused Delays resulting in sigrrificant delays !o fte Architcct's €fforts and

significant extra cosi to the Architect (in amounts in exccss of those dcscribed inthe first sentence of this Sccdon 1333);

! I.NJ IilFORXAL DISPUTE REttourl|()il, reD|^IKrll, ARBIfRAIIOf, AXO Jt DICIAL REFEREIICEi t,f*t ffot-"t Dbpute Resoludon. Except as otherwisc providcd in this Agecmcnl' if d16nrcnitccr otjocts to any decision, pooition or direction of owncr under this Agrecment, thcArchitccr shall submit its objecrion, in writing, to the Corporation's Clrief Executive Offioer("cEo). The objection sholl be submined as soon as reasonably practicablc but in any elentwithin 30 calendar days following the date on which the Archit€ct fi|.st becomes awarc of thedecision, position or direction of bwner to which it objects provided, however. that the Architectmay notifi the Owner of its objection within 45 calendar days of first becoming aware of thc

decjsion, position or direction to which it objects if such addirional delay in providing thc notice

is requircd due to the Architect's ongoing attempts in good faith to rcsolvc its objection and docsnot pr€judicc the Owner or risk delay or additional cost O thc Prcjecl. No evidentiary hearing ororal-argument shall be provided. The CEO shall considcr any material submined by theArchiicct, as well as any material submined by any rep€scniative of the Owner, and, 0s sq)n asrtasonably practicable but in any event within 30 calendar days following submittal of theArchitcct;s objection, shal! issue a dccision, in writing, and mail or otherwisc furnish a copythcrcof to the Archirect. The cEo's failurc !o issue a decision within thc tims provided by this

shall be deemed a decision denying thc Architect's objection. ln such event, thenrchitcct rnry submit tlrc matter to mcdiation pursuant to Secdon 13.4.2.

naA|n .tdr htet or Adrb..r rr aOrr'riira

'iiillincj, n'ij ril" o*"i*nr ic p'orccro lv u.s. copy'lght Lt md htcraallonrl rr$llor. 21

un.-"r-rro.r.io r.tr"o"" o. ot dtlrt;uIon ot |h i; A|a' oocom.nr, or nny porrron ol lt, mry .m!lt 'r rcv... clvrl .nd c.lm.n.l P.ntltl... -.rtl ttll

rrosocutld to th.rn.rrmu|n o'r-r po"r,ot. rnd-- rt'.;;. ill.;;r#i; prodE J li ln ratm I O'tar olr OJ| ?i:ltDt uc Otl'

t5,lmdoao-l ldi 4kc oa Cll0loor, l'ld lt trd lot t-.r.trtaobr l8""t!60l

$ 1.3.4.2 Mediatlon. Either party may submit any claim, dispute, controversy or rnatter adsingwith rcspect to this Agrcement to mediation pursuant to this Sectlon l-3.4.2. Disputes'differcnies of opinion or conuoversies arising between the Owner and the Architect with respectto the aestheticJ of the design ofthe Creat Park, standards applicable to Great Pafk, consistencyof work product with the Master Plan, the City of lrvine's design standards and review andapproval of work product as a regulatory authority as opposed to determination of such workproduct's compliance wirh the Scope of Services, or other issues pertaining to direction of theitoject, arc policy issues that shall not be construed lo be issues arising under and with respect tothiJ Agreement, and nothing herein shall be deemed to negate or limit th€ Owner's sole andexclusive discrction with respect to such matters.

C 13,41t Any claim, dispute or other matter in question arising out of or related to thislgreement shall be subject to mediation as a condition precedent to arbitration or the institutionof legal or equitable proceedings by either pany. The owner and the Architect shall €ndeavor toresolve claims, disputes lrnd otter maners in question between them by mediation which, unlessthe parties mutually agrce otherwise, shall be in accordance with the Mediation Rules of rheAmlrican Arbitration Association cu[€ntly in effect. Request for mediation shall be filed inwriting with the orher party to this Agrcement. The parties shall in good faith attcmpt to agree onthe setection of a mediator. However, in the event thc parties cannot a8!ce on the selection of amediator. the matter will be submitted to mediation with the American Arbitration Association("AAA"). The requcst may b€ mad€ concurr€ntly with the filing ofa demand for arbitrationpursuant to Sccdon 13.43.1 but, in such event, mediation shall proceed in advarrce of arbitration

Lr legal or equitable proceedings, which shall be stayed pending mediation for a period of60calen-dar days from the date of FllinS, unless stayed for a longer period by agreement of theparties or court order. The Architect shalt require a similar agreement from all of itsSubconsultants.

I 13{12 Th parries shall shar€ rhe mediaror's fee and any filing fees equally._Thc_ mcdiationJh*t Uc tretd ln Orange Countn Califomia. Agreements rcached 1n mediation shall bcenforceable as scttlement agreem€nts in any court having jurisdiction thereof.

rri r. ccrrtdr o rerr, rs, ter, rgt' tecs' tcG lnt' tro, tn lrr' laD' irt'. lfz.l|3t !!!.ttlp nlr.irrcr rrrmr ot rurar I drl-'ri-!d. w^nMNo: rhit Ala" oocu.n.' |3 Foic.r.d bv lJ s coe!11!hl -!Y :f lir:lT1-11'-'.::1...un;uiD.itad roproduclon or dhflEu on ot tht3 ata" oocwncnt, or rny port|on ol il, mryratull h ..!.raclvll ffld c.lrn'ntl Panru.l. ano wxr o.o.os.cur.d to rh. tn.rrmun.rr.nt poetrbb un,r; rh. taw. fr$ Oenriri n fndrsd Ui fn rolw,t A oo:tag or oJl t/400t ui.|.. Oda.i,lolo@ffao-l t|lfi oFlt . oll ez0loltl rd L 'nt lq i..1.

$1.3.f3 Arbltradon. Any claim, dispute or other matter in question arising out of or rclated toihls Agreement involving amounts of less than One Million Dollars ($ I,00O,000) shall be subjectto arbltration in accordance with the rules of the AAA cunently in effect, as modified herein'unless rhe panies mulually agree otherwise. Prior to arbitration, the parties shall endeavor torcsolve disputes by mediation in accordance with Sectlon 1J.4.2. Claims' disputes' and other

maners in question involving amounts of One Million Dollars ($ 1,000'000'00) or more may besubmitted to arbirration only with both panies' wriften consent. The Owner, the Afchitect, theProgram Manager, th€ Contractor, Consultonts and Material Suppliers who have an inter€st inthe dispute shall be joined as panies to tlrc arbitration. The Owner's conract with theContractor. the Architect's contracts with consulanr, and the Contractor's contrrct withSubcontractors and Material Suppliers shall rcquire such joinder. The arbitrator shall have theauthority to decide all issues between the pafiies. The foregoing agreement to albitrate and anyother agreement to arbitrate with an additional person or persons duly consenrcd to by the.pafiiesto the Owner-Architect; Owner-Contractor, or Owner-Program Manager Agreements shall besgifrcatly enfaceable under prevailing arbitration law. The award rcndered by the aftitratorsirall bc final, and rhe judgment may be entered upon it in accordance widr applicable law in any

court having jurisdiction tlrcreof.

S 1.3.6.f Notice of the demand for orbitration shall be filed in writing with the other palty to theirbitration and with the AAA. A demand for arbitration shall be made within a rcasonable timeafter the claim, dispute or other matter in question has arisen. ln no event shall the d€mand forarbitration be made after the date when institution of legal or equitable proceedings based onsuch claim, dispute or other matter in question would b€ barred by the appticable stature oflimitetions.

g t.3.+3.2 The Architect waives all objections to joinder of the Architcct as a pslty toany.mediation, arbitration, or litigation rclated to this Project in which the Owner is joined or is .otherwise positioned as a pony and in which thc Architect's conduct or performancc of Servicesis in any way rclevant to the subject of the dispute. The Archit€ct and thc Owncr agrcc topreparaor modify all documentC used or prepared by the Architect for this Project to reflect thiswaivcr.

! 1.3.{!3 Unlcss ottrcrwisc agrc€d in writing, at! panies shall carry on the wort and ecrfggntheir duties during any arbitration proceedings, and the Owner shall continue to makc undisPuEdpayments a! r€quircd by thc Agrcanent.

I 1,3,{3.1Thc award rcndercd by th arbitrator or arbitrators shall be final, and judgmcnt rmy bcintercd upon it in accordance with applicable law in any court having jurisdiction tls€of'

| 1.3.{3.5 In addition to the othcr rules of the AAA applicable to any arbitration tcrcunder' thcfollowing shall apply:

I l.$+3.[t homptly upon the filing of rhe arbitration, cach pofty shall tr rcquired-lo sct fqth inwriting rnd to scrve upon crch otlrer puty a detailed storcment of its contcntions of fact and hw.

t 1.3.{3.12 All partie !o tlrc arbitrotion shall bc entitlcd to thc discovcry pmoedurcs rn{ to t!iopc of discoviry applicable to civil actions und€r Catifornia law, inclding the provisionrof-.th"

-Ci"il Prn"tice lct ana Catifornia Coun Rules applicable to discovcry. Such discovery shall

bc noticed, sought and those

ilo, | (!@$e40_l ttidi arl'iix on g20im07, lrd l! r|0l lor rad1urt|ob:

of Califtrnia lawtll O.-ur.|i rr4ltr- lfr r|'l r. Cefrtr O relZ, rgaf, rr* rS!, 1S63, tg'r, l$t, lsl,Ita l{7' 10t!. rt7+ ltt llt rd lr7 tllr'

A|fiicri h.0u..r^.off6t er t|glrti.lr.4 wlitutrti rr'tr le' oocum.nt rr prot€clttd by u.3. copy"qhr L.w inltl.t 'n:1-T1_t_::.1':u,raulhorlr..t r.productton or di ri6u on ot thra AlA Documan! or iny poflto. ot ll. mtt ratult rn s!v..a clvll a.|d c.lmrn.l pairllr.s.nno nr rpro3Ecul.d ro th. m.rimrm a(ent possibta und;. rrra r*. n! ionriri wr ,'odrd bi AtA *ttr.tt d OilLl on o3t zaIT utirt oida.

la43r?5dn)

$ 1.3.d3,5,3 The arbitration shall be commenced and conducted as expeditiously as possibleconsistent with affording reasonable discovery as provided hercin.

! 1,3.{3.5.{ These additional rules shall be implemented and applied by the arbitrato(s)

! 1.3.{4 Judlclrl Refercnce of lXsputes Exccedlng ll'000'000'lXl' The following disputeresolution pmvisions shall apply with respect to all disputes involving in excess of $ 1,0fi),000not resolved by the Parties or mediation. Alt such disputes shall be heard and detennined by arcferee pursusnt to Califomia Code of Civil Procedure Section 63E, and shall be tried anddecided strictly in accordance with the terms and conditions of the Contract Docunrents. Thevenue ofany proceeding under this Contract shall be in Orange County, Califomia (thc"County"), unless changed by the judicial officer.

t | .3.d+l In thc event of a disputc in cxccss of $ I ,fi)0,(X)0 that the parti€s arc umble to r€solvethcmselves or through mediation, either pany may file in court and s€rve on the other pany acomplaint describing thc matters in dispute. Service of the complaint shall be as prcscribed bylaw. At any time after service of the complaint, either party may request tlrc designation of arcferoe to try the dispute. Thereafter the partics shall us€ their best efforts to agr€e upon thcselection of a referte. If the partics are unable to agFe upon a referce within ten days after awritlcn rsquest to do so by any pany, then either party may petition the presiding judge of theOrangc County Superiot Court to appoint o rcfercc. The presiding judge shall have the power toassign such requesl to such judge of the Orange County Superior Court as the pesiding judgrdeems rppropriate. For the guidance of the judge making the appointment of such referec' theparties agre€ that the person so appointed shall be a lawyer expcrienced in the subjecr matter ofthe dispute or a retired judge.

! l.l,{rt2 The provisions of California Co& of Civil Procedure, sections 64O, &2, &3, & atlrd645 shall be appticable to dispute resolution by a referec hereunder. In an effort o clarify andamplify the provisions of Califomia Code of Civil Pr,ocedure, sections 644 and 645, thc partiesagree that the refercc shall decide issues of f*t and law submittcd by the parties for dccision inthc samc manncr as required for a trial by coun as s€t forth in Califomia Code of CivilProcedure, sections 631.E and 632, and Califomia Rules of Court, Rute 232. Thc right to trial byjury is hercby waived. The referee shall try and decide the dispute according to all of thesubstantive and Focedural laws ofrhe State of Califomia, unless the panies stipulate to thecontrary. When thc rcferee has d€cided the dispute, the rcfcree shall also cause the preparuionof a judgment based on such decision. The judgment to be entercd by the County SupcriorCoun, bas€d upon the decision ofthe rcferee, shall bc appealsble in the same manner as if thejudge signing thc judgment had tried the case.

$ 1.3.d{! The parties rccognize that thc appointment of thc propoced rcferce as a tcmporEryjudge pursuant to Anicle VI, Section 2l of the California Con$titution and Califomia Rules ofCourt, Rule 24, would be dcsirable and tlrerefone agr€e to us€ their best efforts to stiPulsle thatthc proposcd rcfcrec bc appointed as a temporary judge pursuant to Aniclc VI, Scction 2l of theCalifomie Constitution, in the event of the filing of an rction in thc Counly Superior Courr toresolve any dispute hereundcr.

! l.3.ata The parties shall ditigently clopcrat€ with one anottrer ard thc Frson appointcd ioresolve the dispute, md shall perform such acts as may be nooersary lo obtain a prornPt andtl O.cr.r.t ttatr - l{tt h t, C.'tlalrt Or9t7. rma. rear, rgt!. i953.loll lgal.lGl,l9O,lta7,107!. 107+ llr7, llt.|d lat bytlr^rr.tar hadt/ta oa Ardriacia, /u ddita rr...ifd. waRM{or thrr ata' ooc@..n l! prorcct d by u,s. coPyriqhl l.w d lrl.ttl.llql.l Tr..llar'Unruthorrrd rrproductron of dl{rtau on ol rhi. AIA' Ooctjtr.nr. or rny porlton ot il. rn.y ..sull in !.v.rc c lvll lnd cthr.t.l p.n.ltl.r, and trirl b.p.os6crJr.d ro rh! rnarimum.rr6nt poiebr. und.r rh. raw. Tlt dboJnrnt n !'odEdb' AlA.o,i[r at Ollll€ o.r (f,/l7n67 |,t.|? Onti5.t0GEfa0_1 rtudr arpfa dr glloi}roT, 'ld a |!l lo. llaaL.tbl|d_:

- lN?w,

u

expeditious resolution of the dispute. If either pany refuses to diligently coope.rate' and the otherpany, after fint giving notice of irs intent to rely on the pmvisions of this Section l'3,4'4'4,incurs additionafexpenses or attorneys' fees solely as a result of such failurc to diligentlycooperate, then the referce or temporary judge may award such additional expenses and

attomeys' fees to the pany giving such notice, even ifsuch party is not the prevailing palty in the

dispute.

! 1.3.5 In the event of any litigation or arbitration between the parties hereunder, all anorneys'iees and other costs shali be bome by the party determined to be at fault and, in the event that

more than one palty is determined to be at fault, shall be allocated equitably by the court orarbitrator.

(Patptmilt d.lcr.d)

3 r3.0 m$EutllEous PRol/lBptlsi t,l.O.t fltir ngtoment sh.tl b€ govemed, intcrpreted and construcd by the law of the Statc ofCalifornia, without refercnce to its conflicts of law Principles.

! 1,1L2 tlntcntionally omined.l

! 1.3.6.3[Intentionally omitrcd.]

! 1.3.8.f To the extcnt damages arc covercd by pmperty insurance during construction and to thcixtcnt that the panice' rcspoctive insurance companies consent to such waivers, thc Owner andthe Architect waive all rights against erh other and against the contractors, consultants, agenBand employees of the ot1."r for damages, except such rights as they may have to the procceds ofsuch iniurance as set fonh in the 199? edition of AIA Document A2Ol, Gencral Conditions ofthe Contmct for Construction, as modified for the Project' Th€ Owner or the Architcct, asappropriate, shall usc reasonable effofts to requirc of th€ contraclors, consultants, agents and

employees of any of them similar waivers in favor of the other panies enumcrated hercin.

! 1.3tr 5 Nothing contained in rhis Agrcemant shall crcate a conradual rclationship with or a

cause of action in favor of a third party against $e Owner'

! 1.3,6.3 Unless otherwisc pmvided in this Agrcemcnt, or in the Scope of Scrvices' thc A$hitcctand ArchiAct's SubconsultanB shall have no rcsponsibility for the discovery, prccencc' handling'removal or disposal of or exposure of penons to Hazardous Matcrials oJ loric aubctsmes in 8nyform at the hoject sitc, The Architeci shall rcpon pmmptly ro the Owner the prescnce ondlocation of anyHazardous Material of toxic substances in any form that rtc Architect b€comcsswafe of st the Prcject site. Notwithstanding the forcgoing, the Architect shsll bc deern€d !o

have knowledge ofthe existerrce of Hazardous Marcrials at the Prcject sitc 8s disclosed by the-

maners identiired in Secdon 1.1.2.4 of this Agreement and the Schematic Design effoft atldl allWork Product tenerated by the Architect pursuant to this Agreement shall address all dcsignconsiderations

-rcgarding thi prcsence, handling, removat or disposal of or erposure of persons to

Hazardous Mat€riats ariiing irom or rclated roihe Sewices as disclosed by the matters identifiedin scct|on 1.124, including bur not limited to pmviding a design that is consistent with rhcLIFOC limitarions and limitations relatcd to rcmediaaion of Hazardous Matetials eriEting at thePmject Site.

I l.t,et [Int€ntionally omined.ltt o.onrrtatatr- trt Lt t. c.t a@ts,ls7'lgto' lrt4, 1t7t, 19" rrd lst trlt'^,l|!tr! h.nn h or A|tritcb. rr 'r.|n ,.c-J iriiii6 i"- di' o"i,-'nr i. p.orccrdd bv u s c"!!1'9il-ty. jf-IY:*:|.]^t:Tj',':fii,ffiffi;pflfi;iffi; litlfiiiioniir'i" m oocum.n!or anypo.lron or,t, m'yr€surt i; s.!e'';ivirand c't.rnar p.nthro.'rnd wrrrb'orosocubd to rh. ,nrrrmim cr roor pogarorc unacr rrts r"* T'ir d6rn;ird toduc.d b' A1 tolt'rrt al O:tt39 on oflt?Ot ui(h, Oda.

i5.160450a0-t dldr axplr- m J202o7, lld ia not t6 6.c..t-f,ctr: lz,,,,l'l,fl'

a

$ 1,3.6,E If the Owner requests the Architect to execute certificates, the proposed language.of

iuch certificates shall be submitted to the Architect for review at least 14 calendar doys Prior to

the requested dates ofexecution. The Architect shall not b€ requircd to execute ceftificates that

would'rcquire knowledge, services or responsibilities beyond the scope of this Agreement.

$l.3.6.gTheownerandtheArchitect,r€spectively,bindthemselves'theirpartners'successofs'LG. -U legal representatives to the other pany to this Agreement and to the partncn'

*."lt*o, asiigns and legal reprcsentatives ;f such olher party with respcct to all covenantsof

this AgreementlThe Arch'itect may not transfe( assign, convey, hypothecate'-or encumber this

Agreeirent, volun*ily or by operation of law, whether for the benefit of credi6rs or otherwisc'

wlthout the pior writtln approval of the Owner, which approval may be withheld by- the Owner

without causc. Consent Uy ile Owner shall not be deemed to relieve the Architect of its

obligations to comply fully with all the terms and conditions of this Agleement' In the event of

*i-"""pp-".d t"i"ifer, inctuding any bankruptcy proceeding, the Owner may void the

edt-"."it ",

*t O",ner's optionin its .ole and absolute discretion' No approvcd transfer-shall

,"i"u"" "ny

.ur"ty of tlre Architect of any liability her€under without the expt€ss conscnt of the

Owner.

! l3.C.l0 Whenever provision is made herein or in the Contract Docum€nts for the approval or

ionsent of the Owner, of that any matter be to the Owner's satisfaction, unless specifically stared

to the contrary, such approval oiconsent shall be made by the owner in its sole discr€tion and

determination. If thc (iwner reasonably dercrmines that the Services arc not satisfactory, thc

Owner shall notify the Architect in writing, including in reasonable detail the deFrciencies in the

Architect's wort. Thercafter. the owner ihall have ihe right to take appmpriate action, including

but not limited to: (i) rteedng with the Architect to review the quality of the Services and

,"rol"e rnutt"o of conccrn; (ii) rcquiring the Architect to rcpeat unsatisfactory Services ar no

additional charge until it is reasonably "-uti"faclory;

(iii) suspending the pttl""TT"t,."f ht"":

by the Architeci; (iv) withholding payment for the ponion ofthe services rhat ls ln drspuE; ano

(v) terminating this Agrtement ai irelinafter set forttr in Scctl'on l3J'2' Notwithstanding the

iolioittg ,h"-An"hitit shall have l5 calendar days to cure the failure spccifred in Owner's

noti;e, o; if such failurc is not capable of cure witirin 15 calendar days' the Architect shall .comrnence such cure ard &monstrate to the owncr's reasonable satisfaction that th€ Archilect

fr* "

pf"" t* -a is diligently pursuing such cure to completion,-prior to the Owner taking cithcr

of thc *tions specifted in clauses (iii) or (iv) of this Secdon l'3'6'10'

! 1.3.6.11 This Agrecrnent is entcrd into solety to plovids for the dcsign and administradon of

ift" noj*t *a ti'define thc rights, obligationi, and liabilities of the parties l*t€to'. This

Agrecment, and any document or agreeirent entered into in connecdon hercwith' shall not be

dimed to crcatc any other rclation;hip between the Archited and the Owner other than as

"ipressfy p-"ia"A herein. Thc Archilct acknowledges that the Owner is not a Pafiner or joint

venturer-oi the lrchit€ct and rhat tl* Afchitcct is not an employee or agent of the Owner.

| 1.3,&t2 Neithcr the Owncr's rcview' acccptance, nor payment for any of the Architcct's -Scrvices shsll b constru€d to operate as a waiva ofany rights un&r this Ageemant orofany

causc of acdon arising out of the pcrformancc of this Agr€omenl' No delsy or omission in the

eiercisc of any right ir remedy by a nondefoulting party on any dcfault shall impair such right

or rcmedy or b€ ;nstrucd as i waiver. A party's ionsent to or approval of any ect by the dlrc

r|^ocr.|dararn - trr rrr r. corr|tn 6lii7]caa r9.r' |9c1, reco. teoa tecr' rrellg..' r'!t tet0' te7' llt7' lsl "!.|!f-y

r!|.

ffiETfr;;llhfi; n"dr-*;.;;iNitdr;h''Aia'9::-;1":lj:f:::::i,:lY.:#:lJill*:;*lg:i[T?.'J;l'fr 26ffi,i::ffiofiffffi j|i lllli"i]i,iii"it bolu,n"n1 o, u"y p"'rion ot 'r -,y,".u,' 'i -,"', "'v'r

and crtmi'nr p€n'rtrcr' lnd nrrrb'!ro!.cur.d ro th. dlxrmu,' -r""r po"",o. ,noi., ti","*.

-nti i-r;jti-. p."o'a ly AU rdlYdr.t 0e:t'3e a,,06t1rt267 !(fr W

iUtomfrO-l rt|iOr oxpltrr on galy:mt. eil ia nd h. raaala.u-h.:

(2""t!6')

pafty requiring the party's consent ot approval shall not be deemed to waive or rendcr

unoo"riury th" other pany's consent to or approval of any subsequent act. Any waiver by either

party of any default must be in writing.

$ 1,3.6.tt The rights and remedies of the parties arc cumulative and the exercise by either party

if oo. o. .o.e Jf such rights or remedies shall not preclude the exercise by it, at the samc or

different times, of any otf,er rights of remedies for the same default or any other default by the

other party.

! l36.lf [Intentionally omitted.]

| 13.0,15 The time period specified in this Agreemcnt for pcrformarrce of services shall be

lrterded bcceuse ojf any deiays due to unforeseesble causcs bcyond the control snd without the

fault or negligpncc of thc Owner or the Architect, including, but not r€stricted to, acts ofcod or

of thc puUiic inemy, unusually severe weather, fires, eanhquak€s, floods' €pidemics' qu8'antirc

restricrions, riors, jtri*es, trclgtrt emUsrgocs, wars, third-pany litigation, and/or acts of any

go".*.nta agency (each a-"Force M;jeur€ Evenf'), if the delaying party shafi within ten l0

I"trdar duys oi theio..*"".eot ofiuch delay notify the otho' party in writing of the cruses

of the delay. Any delay due o th€ Atchitect's inability to obtain any reeuired ry-rmtl or . -authorizatiln ofa govemrnental agency (inctuding thc Owner), or as a rssult ofthe duration of

the review and approval process for obtaining such rcquircd permit or authorization extending

beyond the period of timi contemplated by the hoject Schedulc, shall not constitut€ a Force

tvtajeure evenr If the Architect ii thc deliying party, the Owner-shall ascertain thc fscts and thc

ext;nt of delay, and extend the rime for pcrforming the Services for the period ofthe enforced .delay when and if in thc rcasonable judgment of the o,urner such delay is justifred. The owner's

dete.nmination shall be subject to dispute resolution in accordance with scctlon 13.4. In no

ev€nt shall the Architect bc entitled io recover damages against the Owner for any delay in the

performance of this Agrcement drr to a Force Majeure Event. The Architect's sole remedy shall

L "*t"^i*

of this Agreement pursuent to this paragraph. Notwithstanding the foregoing' if the

performance is suspenlded for morc than 6O calendar days due to Force Majeurc, the Architect

;hail be entitled to iompensation for reasonable and actual out-of-pocket expcnses incuncd in

the interruption and rcsumption of the Architect's services, and an ertension of the timc o

perform in accordance with Secdoo 133.1.

! 1.3,!.10 No officer, official, employec, agcnt, reprcsentative, or volunteer of the Owner shall be

ienonally tiable to thc Architect, oiany successor in intercsr'- in thc event ofsny defEult or

Leactr Uy Orc Owner, or for any amouni which may beconrc duc to the Architcct of its successor'

or for breach of any obligation of the terms of $is Agrcemeni.

! lt8.l7 No offrcer, ofhcial, employee, agent, repr€s€ntitive, or voluntcer of thc o*ncr shall

f,ave any financial intercst. direci oiirdircit, in this Agreernent, of perticipatc in l]J dccision

relaringio this Agr€ement which affects his or hcr financial int€t€st or the ftnancisl intcr t of

any cofuration, pannenhip, or rssociation in which hc or she is intct€sted, in violadon of any

f.ir.af. rtut , or b*orr sraiute, ordinarrce, or rcgulation. Thc Architect shall not employ any

such pcnon while this Agreement is in effect.

I l3.lJt This Agrecrnent, including sll exhibits and documents incorporated bTil by . -.

Lfercnce, constiiutes th€ compl?tc;d cxcl*ive statenrcnt of the rcrms and conditio6 of th.

between the Owner and the Archit€ct and it

i;ffi; ;;; ;i;t d;;;;ii. p'oi."r.o rv u s c"pvnehr L'w "!d

rt't"nitrond r"'rrcfur|'ic.rl }r!tu- ol A|lhilacb' l| tt |ta r--in wASM,lo: Thlt ala' oocunonl rl prol.cr@ ov

Unauthorir.d r.produ.tion or dr'lnurtron ot lN;A;'b;;;";i.;' ;"v p* ton ol rt, mr] rerurllirrcvl'il:Lg1-"'Jl!1iil;ff#i]fiffi;;ffi; lil'lff,ii'"i'1i,il. rlr' oocument. o' ony po,ron ot ,r, mly r.!ur; scv€.t civl and criminar een,rti", ond Ipros.cut.d to thr mr',ou,o

"r,un, po"",o," uniJti" ;;.;; ;;rili; ,d',-d i Ala 'dlt'... a ol83e on 0e47?o7 ud" Otrttt

t{o.l CnE.eaO_l r|||.lr .|p|'.a qr E2orlnt. rd la tbt lbt tir|.

A|trnc.rl }riltu- ol A|lhilacb' ll

U- tob:t*|,.r3lll|

understandings and communications' The invalidity in whole or in pan of any term or condition

of this Agreemenr shall not affect the validity of other terms or conditions'

!l.3.0.lgUponrequestbytheowner.theArchitectSha|lprcpareandsubmittotheowncranyriports conceming'the lrchitect's performance of the Services rendered under ftis Agleement'

The Owner shall have access, upon rcasonable nolice, to the books and records of the Architect

relsted to the futhitect's performance of this Agrcement in f|e event any audit i$ rcquired' .Alldrawings, documents, ani other materials prepared by the Architect in the performance of this

ngreerient (0 shall be the pmpeny of the Owner and shall at no-additional mst be delivered to

thl Owner upon request ofih; Owner or upon ttre ermination of this Agreement, and (i i) are

confidential and strill not be made available to any individual orentity without prior written . .approval of owner. The Archirect shall keep and maintain all rccords and rcports rel0ted to this

Agreement for a period of four (4) yean following the Architect's final rcquest for payment

urider this Agreement, and the Owner shall have access to such rccords in the event any audit is

requircd. Tlie Owner shall have the right to review and audit the books and financial reconds of

the ercfrircct regarding this Agreemeni during the term of this Agrcemenl and for a period of not

less than four (4) yee; following the completion or termination of this Agreement, except 1n the

event of litigationor settlement of claims arising from the performance of this Agrecment' in

which case ihe Architcct agrees to maintain theiame until the Owner and its duly authorized

representatives, trave disp&ed of all such litigation, appeals, claims or erceptions thercto. The.

dtvner shall conduct a performance and financiat audiiof this Agreement upon completion of thc

Serviccs and at such other times as determined advisable by Owner, the scope and procedures of

which shall be derermined by the owner in its discrction. The Architect agrees to permit the

Owner to reproduce by any means whatsoever orto copy excerPts and transcriptions as

rcasonably needed. Tire nrchirect atso agrees to include thesc requirem€nts in each Subcontract'

modified only if necessary ro identify rhJaffected pafties. Wlth lespect to any IT equipment and

software purchrsed for thl Proiect punuant to the Scope of Services, the foregoing audit riShts

shall include Owner's right to audii such IT equipment and softwarc to ensure Architect's

compliance with the requir€ment rhat use of such IT equipment and software be dcdicated solely

and ixclusively to use in connection with the Architect's performance of th€ Servicet.

$ 13.8 20 Unless otherwise provided herein, all notices required to be delivercd under this

igreemenr or under applicaLle law shall be personally delivered,.or dclivered by United Statcs

m-ail, prepaid, certifid, return rcceipt requested' or by repurable document delivery servicc that

pmviies a receipr showing date and time of dclivery. Notices penonelly delivercd or delivered

Ly a document iclivery se.-rvice shall be effective upon receipt. _Notices delivercd by mail shall

be effective at 5:fi) p.m. on the s€cond calendar day following dispatch. Notices to owner shall

be delivercd io dle fbllowing address, to the attention of the Owner's flcsi$lated Reprcscntativc

set fonh in Secdoo l.lJ.l ofthis Agreement:

To OwnenCity of lrvineOne Civic Ccnter PlazaY2ffiP. O. Bor 19575hvim. CA Y2623-9575Attn: City Menrger

and to:' nt+ nn'rtt Iatl'vttr.

Arnda$ tr|flilt na Ld{t6. eltnrtrrtri ';rairst|(i rh'c Alt' oocDttlcit irFot'cl'<l br us coF rqbt L||. end ht"n'llo{rl Tr'ithi 6Un.urho?tr.d r.proctuctto.r or rrtsrrfturron or rnl A|l' oocum.d. or lny po on ol,t. ir'"y.esurr r qv.to crvrl .nd ..lmrn.l t '6llltr' tnd wlrl

o.o!€cut.d to rh. d.rimurn .,to,,r po,rror" uno?ti" ;;:1;;;#i; ;"d'; bt ^tA 'ofr*e ' 0e:r33t or oJt72007 utrt" ottt

iotmUolo-t *rot .tpttr d| g2um7, .nd it ru lo? t-d.u-.lrda:

€"'4tAID

The Orange County Great Park CorporationOne Civic Center Plaza92606P. O. Box 19575hvinc,CA Y2623-9575Attn: Chief Executive officer

With a copy to:

Rutan & Tucker, LLP6l I Anton Blvd', 14" Floo'rCosta Mesa, CA 92626Atm: Phillip D. Kohn' Esq.

ard to:

Nossaman. Guthncr, Ifuox & Elliott' LLPlEl0l Von Karman Avenuc' Suite lE00kvine. CA 926261981Attn: Robcrt D. Thomton, Esq'

Noticcs to the Archit€ct shall be delivered to the attention of the Alchirccf s Designatcd

il"pr".*tr,i"" ,.t fo,nh in Scctlon 1.13.4 of this Agreement. Copies of such notice shall bc

provlded as follows:

To the Archit€ct:

Th€ Cr€at Park Design Studioc/o Gafcon701 B. StrecL Suite 1600San Dicgo, CA 92101Ann: Yehudi Gaffen

With copies to:

Mcnaker & Herrmann, LLPl0 East 4&h Strcet43rd FloorNew York, New York lfl)16Attn: Robcrl Hermann, Esq.

And to:

Jochue ScbcrtCtfcoo701 B. Strlct, Soilc 1600Sen Diego, CA 9210l

' lgm' ttt'' le77' llttid lsb'lh'h t' cttlittl o lett' lgea' lcaa' 16! lsas' lgl. lll' lset

amdcr nr.du. o. Adfid. er rrftr. r--i 'iiiifie,';h;;fi;

d;;;;;;air p.oicctro tv u s copvrrehr L.i 'nd lnl,n'rroo'r r"rr"'

;;-;F.;;;;;;";;;';ord'lr";ulonor rh,;a;:-.o;;h.1"j-.f 1f1"ii::gl'f:'g:".#l"il'#[lg&?1li:;L*'*;f.Hiffi|[';'"';""",ilil';';i;l;ffi;;il";;:-d;;;;i;;"d'"'d i ^ra 'dt'rr a crt3o d'uttttffiz 'rtrlt' <'1'ibtqff4$Oao-t rr*h rn fr o||gz0dl,t, rid i. r|dLrtrda. tt.4aatiFolUr L.F:

n

Changes in the address to be used for r€ceipt of notices shall be effected in accordance with thisSection 1.3.6.20.

! 1,3.621 The terms of this Agr€ement shall be construed in accordance with the meaning oflhelanguage used and shall not be construed for or against either party by reason of the authorshipof this Agreement or any other rule of construction which might otherwisc apply. The headingsof sections and paragraphs of this Agreement are for convenience or rcference only, and shall notbe construed to limit or extend the meaning of the terms, covenants and conditions of thisAgreement. This Agrcement may only be amended by the mutual consent of the parties by aninstrument in writing. Either pany's waiver of any breach or failure to enforce any of the t€rms,covenants, conditions or other provisions hereof at any time shall not in any way limit or waivethat party's right thereafter to enforce or compel strict compliance with every term, covenant,condition or other provision, any course of dealing or custom of the trade notwithstandint.Funhermore, lfthe panies make and implement any interpreradon of this Agreement withoutdocumenting such interpretation by an instrurn€nt in writing sigtcd by both parties, suchinrcrpretation ard implementation thereof will not be binding in the event of any futur€ disput€s.

! 1.3.022 Each pmvision of this Agreement sha.ll be severable from the wholc. If any provisionof this Agreement shatl bc found contrary to law, the remainder of this Agreement shall continuein full force,

! 1.ffi.4 The person(s) executing this Agreement on behalf of the parties herao wansnl thlt (i)such pany is duly organized and eristing, (ii) they arc duly authorized o execut€ and deliver thiEAgreement on behalf of said psny, (iii) by so executing this Ageement, such party is formallybound to dre povisions of this Agrcement, and (iv) the entering into this Agreement does notviolate any prcvision ofany other Agr€ement to which said pany is bound.

! 1,3.3.2f Each joint venturer of the Architec-t shall be joinlly and severally llablc for allobligations and responsibilities imposcd upon the Architect by this Agr€cm€nt. Accodingly, ifany joint vcntur€r ofthe Architect shall withdraw from thejoint ventur€, b€come b8n*rupt,refusc to perform services under this Agreement or otherwis€ fail to meet ias obligations andresponsibilities under this Agreement, thcn the other joint venturers and each of them shallperform thc services required by this Agreement and nrcet all obligations and responsibilitiesimpoccd on thc Architect by this Agr€ement; provided, howcver, thal the Ownct shall have thcright to terminate the Agrcement for cauEe should the s€rvices of Ken Smith be terminated bysuch withdrawal,

| 1.3,0t! All otrice fumishings, tmls, equipment and materials purrhascd for th€ Architcct's ur€,ot th€ Own€r's cost, in connection with performing scrvices hereunder, includint but not limited!o any computer hardware and software purchased or licensed in connection sholl be d* propenyof thc Owner, and shall bc dedicated by th€ Architect to use exclusively in conncction withpcrforming Scrvicas for the Owner hcrcundcr. Thc Architect shall maint in accurate records asdinvenrory of all such items, shsll exercise reasonable care in the usc and handling of tlp samaand shall upon the Owner's rcqucst from timc io time pmvide the Owncr with a copy of srchrecords. Upon compl€lion of thc Ssrvicrs, or at any time upon thc Owncr's rcquest, thcAr€hit€ct shall delivcr to th€ Owncr any such materials th& arc not consumed in performance ofthe Architact's services hercunder.

I lr.qrrrlllati-ltttntl.Co|rr||tOltlt ltl. !9aa lgtl,lgt!, t964,lgal,lefl l!a' ltt, !oto, lgta' llz,latJrd lattrbArnricjr hdt a ol Archlctr Al finr'iaa.tl., WAnrfl{O: lhr! ArA' Oocuntnt lt p.ot.ct d by U.3. Copyfrght L.w lnd ht.m.tlond t .lL!.Urrutnoilrd r.p.oductlon or dtrt,iiutton ol rhra AlAo DocUrncnt. or any portlon ol it, m.y ra$ll h !ava?. clvll tnd crhhtl p.rlaltlar,.nd rlllb.p.ocscur.rr to th. m.ridum .rr.n! porsrbt. undd rno t.w. TL dGrn nr 6 prodr6.d by ll .otl'.r..le:ttgn (,t 0?l72(b7 uln ottt5.l00ma0_l r*ridr ary{. oo E2ry2!0t, d b |tor b rsda.lr..lldr (a.{Jtlcl)

$ 1.3.7 [Intentionally omittedl

(Parugruphs deleted)

s r.r.8 TERmllATlol{ 0R susPEilsKttli 1.3.8.1 unt..t otherwise noted herein or in the updated Project Schedule most r€cently

ipprovea Uy rfre Owner, if the Project is suspended byrhe O-wn9r for morc than 60 consccutive

"ltnaar aay. trr-ugh no fault of the Architect or the Architect's subconsultsnt$, the Architect

rtrott U" aotp"nrut iO for Services performed prior to notice of such suspension' wh€n-the .Project is resumea, the Architect shall be compensated for reasonable and rctual out of pocket

exf,"ns", incurra in the interruption and rcsumption of the.Architect's Services. The Architect's

iJs for the remaining Services and the tirne schedules shall be equiaably adjusted.

! 1.3.82 Owner rescrves the right to terminate this A8t€ement at any time' upon writtcn notice to

1," nt"ttit"t. Owner may terminate rhis Agrcement for the Architecf s default if a federal or

"tate proceeaing tor drc relief of debtors is rindenaken by or against the Architect or eirher of i1s

"o*titu"nt "ntih"s, or if the Architect or either of its constitucnt entities makes an assignment for

the benefit of creditors, or if lhe Architect brcaches any term(s) or violates any provision(s)-of

this A$e€ment and does not curc such breach or violation within 15 calendar days after written

iotice-thercof by Owner, or if such cure is not capable of being complctcd within such I 5 days

p"rioa, .orn n"n"" srch cure and demonstrate that such cure shall be pursued-to complction in

ilasonable fashion. Upon receipt of any noaice of tcrmination fmm Owner, the Architect shall

immediatety initiarc action for (i) the cissation of all Services hercunder except such as may be

specifically apgoved in writing by Owner; (ii) the tumover as requesrd by Ownet of all .u'pp-priu6 ti"'oras, documenti and work prcducs arising. from this Agreementl (iii) the disposal

ai iiricteO Uy Or"ner of all non-expendabie property purchased for Owner's account; and (iv)

the demobiliiation of the Architeci p.."onni. Upon Oeclaring this Agreement' or any portion of

the Services, terminated puniuant to this paragraph, the Owner may complete the Services in

whatever fashion it deems appropriate. ihe Owner shall be entitled !o recover against the

Ar,chitect th€ r€asonable cosi of iompleting the Services, and such other costs, including losscs'

darnages, attorney's fees and expenses, incurred by the Owner in connection with the

,."prdut"."nt und defense of claims arising from the Architect's.defauh' If the Owner

itriproperly rcrminates this Agr€€ment, or aiy portion of the Services, for default, the termination

foicausc inAt Ue convened !o a tenninadon fof convenience in accordance wirh the provisions

of Sccdon 13.t3.

! 1.3.!.3 In thc event of termination not thc fault of tlre Architcct, ttrc Architect shsll be

Lmpensated for all undispured amounls due and owing for Services performeq pn:r gannination, providcd, however, that as a condition precedent ro such payment by rhe Owner' thc

Architecr shall pnrvide the owner with a deuiled statement of Scrvices performe-d and

Reimbursable dxpenses incurrcd prior to terminafion and since thc last invoice' In no event shall

thc Architcct bc cntitled to paymint, including proftts or fees, associatcd with S€fvices not

pcrformcd. tn addition to payment for Servi; perfottneO, O"*f shall pay rh€ Atchitcct thc

ileimbunablc Expenscs irrcurred prior to termination and othcr actual our-of-pocka cosrs of

demobilization r€asonably incurrcd by thc Archltecr in implcmenting lhe temination pursuant to

this Sec{on 13t.3.

$ l.!3.f owner shall $vc rhe Architect 15 calendar days' prior writtcn noticc of its intcnt to

trminate this Agreerienr for cause. If, at the end of the 15 calendar day noticetthglausc_' 19ru' 197'' 197? l$t J|d llgtbYTrr

Am..ic. h{nLl. of AlEhtr.ct& At dfnt. '.a..td. ,iriirind, inri rut Docuren!3 prolect d by U.S. Copv.iqht ltw .nd hl.mttlon'l Tie'll'r'

unnurho.i,..r 'oproducrron o. o,"u'ouuon o,,n,litrlo.."i*il"i""v p.,ir.' "l ( l:v i?:'lll' 1,":1'il.'i.g"ji]311XiT:::j:l#ll"

*;ll,1f,"fit1iT;:flil1.Hiil$;il;'fifi:"i'r;'i&ili,i'i;;;d;oirir"ott'"'crora'godtoErn.oTu''oo.'t'lo.10o25S0ao-l |tlan arplra oo EilO2O7, La la ml b. ft aL.lrr iol-: {2"t'71d0)

remains uncured, unless such cause is not susceptible ofbeing cured within 15 calendar days andthe Architect in good faith has commenced to cure such cause and thereafter diligently pursues tocurc such cause, Owner may immediately thereafter exercise its right of termination' Iftermination is due to the failure ofthe Architect to fulfill its obligations under this Agrcement'the Architect will be compensated for those Services, which have been performed and acceptedby Owner. In such case, Owner may take over the work and prosecute the same to compl€tionby contract or otherwise, and the Architect shall be liable to the exrent that the total cost forcomplerion of the Senices, including costs incuned by Owner in retaining a rcplacementcontractor and similar expenses, exceeds the Contract Price sel fonh in Scction 1.5.

! 1.3.8,5 Any claim for compensation to Architect payable upon termination of this Agreementmust be frled in writing with Owner within t20 calendar days after the termination of thisAgr€ement.

(Pamgmphs delcted)

! 1.10 PAYXEilTS rOlHE ARCHmCT$ 1.3.9.1 Payments on account of Services rcndered and for Reimbursable Expcnscs incunedshall bc madc monthly upon presentation of the Architect's statement of S€rvices. No deductionsshall be made ftom the A.chitect's compensation on account of penalty, liquidated damagcs orother sums withheld from payments to contractors, or on accou of thc cost of chlnggs in theWork other than thosc for which the Architect has been adjudged to be liablc.

! 1.3.92 Reimbursable Expenses are in addition to compensation for the Architect's Scrvic€s andinclude expenses incurrcd by the Architect and Architect's employees and Subconsultantsdir€ctly r€lated to ttF hoject, as ldentifi€d in the following Clauses:

.1 transpo,rtstion in connection with the Project, authoriz€d out-of-town travcl ardsubsistcncc, and elecronic communication$, provided thst such transpofiatidl, travcland subsistencc do not exceed the rates established by Owncr's policies andprocedures;fccs paid for sccuring approval of authorities having jurisdicion over the Roject;r€productiom, plots, standard form documents, postage, handling ald delivcry ofInstruments of Scrvice, except as may be povided otherwisc in lhis Agr€etn€nt;llnt€ntionally omittedl ;rendcrings, models and mock-ups rcquested by the Owner in excess of thoscircludcd in thc Scope of Services;llnrenrionally ominedl:reimbunable expenses as designared in Sccdoo 1.55;such other expcnses incun€d dir€ctly related to the Project when spocificallyautho,rizcd in advance and in writing by the Owner,

t 1.3.9.t Records of Reimbunable Expenses, ofexpenses peruining to a Chenge in Scrviccs' ondof Scrvfurs performed on the basie of houdy ratcs shall be avaihblc to thc Owncr or thc Owncr'sauthorizcd r€prescntativc at mutuslly conycnient times 8nd shall bc submincd with theArchitect's invoic€s.

lParugrtphs d.tct.d)

lfl o.cr!!rr rfaf r.- r..'h t. cc?tfle o rgrt. ieec, |g{a rs!, recs. f6r. l9ol. l9€3, !9€a, l*7' t''o, tgla rm' rsr..trd-tll79tllr^,'..irr h.r!0. or ̂Ii Gta ̂ , ddr. .r.rf,d._ .qflMxol r1' All' 9T.:1"1j .,: l-:Y:_1.1t Y:?-9-.ltLlTl,.llj5"a1#:T^lLlii?,Unsuthorrrail rap.odtrctlon o. dl!Uiutlon ot thB ^tA' Oocumant. or rny porllon ol il, flayr€3ull in tlvcre clvll and crimhsl panallln' tndrillb

Droilcut.d to thi m|rrmum oxt.nr poltibr. und.r lh! raw- tlt dGfini ra qlduo.d bt Aff loiEt d Orltge on 0t/172007 |'ar Oda.llo. t oqElO,o-l *fdr arFr- on g:I(Iiant. arld ia nd hr r!a.|.l|-ll-:

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ARTICLE 1.4 SCOPE OF SERVICES ATID OTHER SPECIAL TERIIS At{D COilO]IPIIS

$ 1.r[.] Enumeration of Parts of the Agreement. This Agreement repr€sents the entirc and .integrated agreement between the Owner and the Architect and supenedes all prior negotiatlons'

rcprisentati6ns or agreements, either writren or oral. This Agreement may be amended only by

writFn insrument signed by both owner and Architect. This Agreement comprises the

documents listed below.

! l.{1.1 Sturdard Form of Agreement Between Owner and Archirect, AIA Document Bl4l-

t997.

! r.+r.2lList otlur dacununts, rf any, delineating Architect's scope ol services')

AIA Document B l4l - lwl P?Irt 2 - standard Form of Architecl's services Design and

Contract Administratio& ss modified for this Prcjec-tThe Exhibits to this Agrecmcnt, including all Appendic€s theretoAny Change Orders or amendments !o this Agreement

In th€ event of sny conflict among the provisions of the documents comprising the contract

documents, thc order of prccedence shall bc as follows: (a) change frers and Amendments to

this Agreement; (b) this Agrcemenr, and (c) rhe Exhibfts ro this AgreemeDt, including all

Appcndices thereto.

! l,{13 Qher documents as follows:(List other docutttents, if any, formtng pan d the Agreemcnt')

None,

$ l.rl,.2 Spccial Terms and conditions. spccial terms and conditions that modify this Agreemcnt

are as follows:

! l.{21 without limiting rhe A$hirect's indcmnification obligsdons, the Archit€ct, of crb joint

ienturer of the Architcct, shall procure and mainhin, at its sole c03t and for the duration of this

Agrecment and for thre yean after completion of all work under this ASr"ement, insurame

cwerage as provided below, against claims for injuries against persons or damagcs to Pmpeny.wtrictr

-may arisc from or in coinection with the performalrce of the Services by the fu€hitcct' its

agents, r€g€s€ntatives, employees, and/or Subconsultants. [n the event that $e Architectsibcontracts any portion of thi Services ln compliance with Secdotr l'IJ of this Agreein€rq th€

conrract b€tw€€n the Architect and such subconsultant shall rcquire the subconsullant to

maintain the same policies of insurarrce that tlre Arehitect is required to mainUin pursuant O this

Scctbn 1.41, and that copies of such policies must be provided to Owner before thatSubconsultant commerces any work, in circumstanccs wherc the Subconsulmnt is not covered

by the Architect-provided insurance; pmvided that the Architect shalt have the sole rcsponsibility

f& d.ttrining tit" limits of coverage rcquired to be obtained by subconsultants, which

dAcrmination ihall be made in accordanci with reasonable and prudent busincss practices, but

which shall not bG less than one Million Dollan ($ I ,000,fiD'00) for each type of covcmge

required. tf the Architect elects to conlract wilh Subconsultants that do not rnect the insurancc

requirements outlined below, however, the Architect does so at its own risk and shall fully

rc54 rgol' rs6g t9!6' is7' lsm' !97+ t07t' t!67t!.ltg'tD'ifr.i;irrom. or rra*."rt ^| rrertr.-ri;-i 'iiiinii6, ir'ri lii' 0"."i""nt ;r p.or.cr6d bv u s coFvnqhr L.w iod Inr.'d.tbn.l r"tl''1 3ilij.i-,rno'r."0 ,.p'"au"rton o. drd.i6urron ot ll'i;ArA oocuh.nt. o. 'nv porrion or rr. mat

"sorr in !'v:l'j:l:iAi-"'l1i"jgl:]r',i::!*"';fiF#;il;il;;il iij'iiiljir"''Tliii m oocuh.nt. o. 'ny porrion or,r. mar..son in !.v.,r c,vtt end crimrnlr P.n6ru.''-rnd r'rr t'

oros.crtsrt ro rh. m6r,rnum etr€nr polsibl. un;; th€ r.* frtf Ooitrt"iti * pnC.".O i Au.cltrrdr.t oC:l E 39qr Oll t/2q)7 utsr orr|r

i^to.tOCeefO-t t*Ur crpirrr or 9/"anr2o7, arE |. ml kt ltadal*iot ar {L"'n|aol

indemnify and defend the owner and the corporation, to the full effect of the indemnity in

Sectlon i.4.2,2, for any failure of any Subconsultant's insurance coverage to comply with theinsurance rcquirtment outlined below.

g lL2.1.l The policies and amounts of insurance required hercunder shall be as follows:

(a) Gencnl Llablllty (including prcmises and operations' contrdctual liability'personal injury, independent conracton tiability): one Million Dollars ($ I,m0,000.00) singleiimit, per o""ut

"nce. If commercial general liability insurance or olher form with a general

uggregut" limit is used, either the general aggregate shall apply separately to this Pmject. or thegeneral aggregate limit shall be three times the occurrence limit'

(b) Automoblle Llablllty (irrcluding owned, non-owtrcd' leascd' and hircd aulos):One Million Dollars ($1,000,m0.00), single limir' per occurrtnce for bodily injury and property

damage.

(c) Worlcrr Compensadon and Employcr's Llabllltt: Worfters compensation -insurance (if the Architect is rcquired to have) in an amount required by the laws of thc Ststc of

Califomio snd employer's liability insurance in the amount of Orp Million Dollan($ l,om,ooo.m) p€r occunence for injuries incuned in pmviding senices under this Ageement.

(d) Profc$lonll Llsbillty (covcring errors and omissions) One Million Dollan($1,m0,m0.00) per claim made and ($1,(X)0,000.0) aggregale for Ken Smith LandscapeAssociares, tnc. and Two Million Dollars ($2,000,000.00) per claims made and ($2,000,000.00)

aggr€gat€ for Gafcon.

C l.{2.1.2 Th€ Architect's General Liability, Aummobile Liability, and Workers Compensationand Employer's Liability insurance, including policies issued ro each joint venturct:

(a) shall be issucd by an insurance company which is an approved carrier in the Statcof Califomia and maintains a Securc Best's Rating of "A" or higheC unless otlrerwisc aPprovcdby the Owner;

(b) Gcncral liability and automobile tiability shsll name the Owner and thcCorporation, and their dircctors, officers, oflicials, employees, agents, r€Prcs€ntatives andvoluntecrs (collectively hereinafter "Owner Personnel") as additional insureds at|d conbin nospccial limihtions on thc scope of protection afforded !o Owner Personnel. All insuranceprovided hercunder shsll include the appropriate endorsements:

(c) shall be primary insurance wirh rcspect to the insur€ds, additiond insurcds, andtheir respectivc mcmbcn, directon, officers, employees, agents and consultmts and anyinsurance or self-insurance maintained by thc Owner and Corporation sholl bc in excess of thCArchit€ct's insurance and shall not contribure with it;

(d) Shall bc "occurrence' rather than "claims made' insuronce, ercludingpmfessional liability;

(e) Shall apply separarcly to each insured against whom claim is midc or suit isbrought, except with respect o the limits of thc insurcCs liability;

^t oGilrt ltxrt - trr i'rr r. coiytrs* 6 roz. rg:r, re.oJ6t. rs53, iegc, tect, tms'.tcaa. rs'. t?7P: .t91 l9z:-L!-7-:!,ll-t-P tuA;db.. h.dt i. ot A|tflt-!, Xt rtgtt

'i.-!r.A wAiNr|{(i: Thrs ArA' oocuo.nl Ir prol.ct.d bv u s copvrbhr L.w tnd Inltnrlldr6l ncd|.''

l.,na{rrhofr.cd ..p.oduc!on or dilti6u{on ol thl;AlA oocuh€nl, or anv pornon ol it. tn.v r€sull ln {v*'1lryl1I'd !t]1l1",lg,lt[l'!'ifld wi b'

pro!6cut.d ro tric m.rnnrrm crt.nr posebt. un;; trr ri.. nt ooortritiw 9'lduc.d by AIA rditc. tt (}9J 8:39 o.r o&l71267 ur6.' or'.?tb t ()o@!sio_l riidr arDi.aa on eray2(tr7, and o nd b. rrtda.l'- iob: {2"'4758F}

(o shall be endorsed to state that the insurer (whether insuring the Architect, eachjoint veniurer of the Architect, or any of the Architect's subcontractors or subconsultants) shajl

waive all rights of subrogation against the Owner and the Corporation, excluding professional

liability;

(g) shall be endorsed ro sutre that coveragp shall not be cancelled or non-rcnewed for

any rcasin, without 30 calcndar days prior wrinen notice thereof given by tlre insurcr to tlp-Owner

Uy U.S. mait" or by penonal delivery, except for nonpayment of premiums, in which case l0

catendar days prior notice shall be providei. Such endorsement shall not include any limiradon of

liability of the insurer for failure to provide such notice;

(h) Alt endorsements adding additional insureds to rtquired policies shall be on the

currently available form ofCG 2010 or an equivalent form providing additional insureds with

coveragc for "completed operations;" and

(DAnyfailurconthepartofanarrrcdinsuredtocomplywithreportingpovisionsor.othcr conditions of rhe policies, any brcch of warranty, any action or inrtion of a named insurcd

or othcrs, or any changi in ownenirip of all or any ponion of lhc pml?ct or the nsrn€d insured shall

no affeci coverage p-rlAea to ttr ottt". insureds or additional insureds (and 111cir respective

memb€rs, dit€cbrs, offrcers, employees, agents and consultants).

I l,{11.3 The following addirional rcquircments shall apply with respect o thc pmfessional

iiability covcrage for t|te each constituent partn€r ofthe Afchitect's enors and omissionsinsurance rcqui]td pursuant to Scctlon f.42.1.1(d). Prior to th€ comnencement of its work, the

Achitect shal deliver to the Owner policies of insurance evidencing compliance with thc

following requircments for each conatiUent partner of the Architect. The Certificate mustplaiily iesignate the name of the Orange County Great Park koject. Any failure to fumish,thispolicy or Certificate of Insurance shall not relieve the Architect from its obligations under this

scction:

(a)Minimumscopeof lnsurance:Coverageshal lbeat leastasbroadssErrorsandOmissions Uability insurancJ appropriate to the profession of each constituent partn€r of thc

Archit€ct and shalibe in a form reasonably satisfactory to the Owner, Architects' and cngincers'

coverage shall be endorsed to include contra€tual liability to the extent available'

(b) Mioimum Limits of Insurance: Thc profcssional liability insurancc for each

constiruent partner of thc Architect shall be writtcn with limits of lhbility thar mc€t thcrequirementi of the Ag€ement, but at a minimum not less than rhe following:

Each Occurrence LimitPolicy Aggegate Limit

(c)Thcpo| ic iesshal |bcerrdorsedtostatethatcoverescsh8l lnotbccancclbdbyt!insuf€r except aftei 30 calendar days prior written noticc hos bccn given to thc Offrcr, lO

calendor days for non-payment of prcmium.

(d) If the Efrors and omissions Liability policy is wrinen on a claims-made form the

following provisions apply:

^la o.qr- 3ratr - rrz prr r. coerrt|r o-liiiJ6. rera res!, rg$, tgo' teet tgcg. te..J67.lom' tt7'' tsz' lc".rd.{e7 v Tlrifriiin-iiirfrer a tcmrc* u aOt',i-*i iiiin-i-<i, iiij air' oi"h; ir Poiftr'd bv u s coPv','.,11-t::*":11i11T",.1:"1^t:'":llt

16I"A Gafton$1,000,000 $2,000,000$l,finom t2,000,(m

ilfiffi;lff;ilffiiffi; ji li[,iii.'"Ii'i|rur; i"i,i"..'. .. "nv po,r'on or n, me y rarutr ri sevcru civrr and crtmrnor p.n,rtj..' 'od r'lr b'

p,o6.crr.d ro rho msrnnun er tonr po3r,or. un;;. r"il -iLl

ioarnriri'"r poO,r"rO bt A1A !.lt'! n OJ63e '' 11a/l 7A0o7 undr ol*'tS.tooo( seao-t rilidr aosr..a on wmrzn7, arld I tEl b r-alarErroh; {L.."!61

( i )TheRe t roac t i veDa teo f thepo l i cysha l l beshownon .hece r t i f i ca teo fInsurance and on the policy must be before February 6' 2fi)6'

(ii) The insurance policy shall include language to the effect that il will pay on

behalf of the insured all sums which itre insured shall become legally obligarcd to pay as a result

of a claim made during the policy period, and r€ported in a dmely manner, when based upon

alleged wrongful acs, omissions, or breach of professional duty occurring or alleged to have

Ueei commined subsequent to February 6, 2006, subject to standard policy exclusions' The-

policy shall nor limit c;verage to claims thar alleg€ that rhe wrongful act, omission or_breach of

professional duty occurred oi was committed in the same policy year as the claim is firsr made

against the insured Architect, Joint Venturer or subcontractor or Subconsultant'

(iiD Insurance must be maintained and evidence in the form of a copy of the

insurance policy must be provided to the Owner for at least three years after the completion of

the work.

( iv) I fcoverageiscance| ledornon.renewed'andnotrcplacedwithanotherclaims-madc policy form wirh i Retroactive Date prior to February 6' 2006' the tuchitlct must

purchase "eltended t€porting" coverage for the longest extended reporting period available from

the insurer.

(v) A copy of the claims reporting requirements must bc submittd to the

Owner for review at least 30 calendar days prior to the cffective date of the policy'

(vi) The policy of each of the Architect's constitucnt joint vcnturen nust

provide coverage for joint venturcs in which the Named lnsured is named as a co-ventuf€r' ati"*t * r".potJ th" lnsured's legal tiability arising out of th€ lnsured's panicigation in suchjointventure.

Any deductibles or self-insured r€tentions must be declar€d to 8td approvod by the

Owner prior to the execution of this Agreement by the Owner.

! 1.l3l.f the Architect shalt deliver to rhe owner complae copies of all required insunnce

iolicies, inclding endorscments cffccting tl* coverage rcquired by this Agrccment' Suchindorscments shall includc a statement !o the effect that the separate insurance coveragesmainnincd by each ofthe Architect's joint venture partrrcrs shall cover the activiti€s of th€

Architect, and shatl not bc limited to such individual joint venture partner's own rtivities,rcgardtcss of which member of the Archil€ct causes the event giving risc to the Architect'sli;bifity, 'l.l* Owner shall have no duty to poy or pcrform under this Agreement until suchpolicies arc receivcd and approved by the Owner'

I l.{!L1.5 The owner and the Archirect waive all righB against each other, against each of theit

igcnts and cmployees ard against Subconsultants and their rcspcctive members, direcors.ohicers, employeis, agents and consultants for any cloims to the extcnt covercd by insurancc

ottaincO puisuint to Scctl,oo 1.4.2'1 and Scctl,on 1.4a4, exccpt such righc as th€y ms-y have to

the proceeds of such insurance. Each insurance policy requircd by this Agreement shall contain

a waiver of the insurer,s right to subrogation against th€ o$rncr 8od oll,ner Personnel. Thc

Architect shalt require all Subconsultaits to provide similor waivers in writing each in-favor of

the Owner and Owner Personnel. Each poliiy, including workers' compcnsation, shall iry_lu*3_.e|^ oocunrrr airt* - rgr e-r r. cqrrht 6lii?]id,ls.s, ts!. t953, t95a. tSt, tgG]. r96C. 1967, rgm. rg?a, ltn, lst rld.le7 ry Th.

erniricrr rrnrao ot frcmr<'t' el agf,tr ririrnJ. iiinrn-<i irt'"Al'o.*it.ntirp'ot."tcauvu.s.copv,lqhtltw.ndInt.rn€iontlr..'tl!tunnuthori..d 'p.oduclon o, o,",r'orr,o. ot,n'ilri': i"..i""i,.,

".v p"a"n or 't.;iry roculr ,n cev..e;iv,l 'nd criminatt nnllic!. 'nd wlll b'

o,os*ured ro rh. marmu'n "',"nt

po".,o,"."i"' rt'" '"i. n*i J.ivtdti "ra

p.ono bv AIA ldl','rt d (Dj630 on OO/l7n0O7 uid" o'!'r

ib. I m@5&40_1 t|lu,| .rtiri on 9/202007, 'lal i3 nol h. raaala.t rxobr F l6.xao)

venture.

3E

waiver of any right of subrogation against the arlditional insurcds (and theif rcspective members,

directors, officers, employees' agents and consultants)'

t 1.4.2,1.S lf rhe Afchitect ls rcquired to provide workers' compensadon insuranc€, the Architect

;hall file with the Owner the following signed cenification:

"l am awarc of' and will comply with, Divisions 4 and 5 of thc

Catifornia Labor Code by securing, paying for' and maintaining in

full force and effect for the duration of the contract' complete

worken' compensation insurance for at least the minimum

sutufory limits, and shall furnish a certificate of insurance to

Corporation befort execution of the Agreemcnt"'

ln tlt€ event the Archit€ct has no employees rcquiring th€ Archit€ct o providc worlcn'

"o|n*n Cion imurance, the Actlitect shall so cenify O fu Owner in writing pior O thc Owlu's

"_*iuon "i,r,r, ner;;t. The owner and owner personnel $hsll nor be rcsponsible for any

ctaim" in taw or equity occasioned by failurc of the Archirect to comply with this section or with the

provisions of law rclating to workers' compensation insurance'

$ l,{22 Architect agrees m indcmnify, hold harmless' and (except wi& rcspect to claims. ---if.gi'og rh" l.t iaJt's prof".*ioiJi"giig"n"" to t6"

"xtent not;overed by the Architect's CGL

*Ofl.imt rrional Liability policies) aifina m Ownec Corporation, atrd their respcctive.

direcrors, officers, employees and agents ("Indemnified Parties"), from and against any claim'

cause of action, liabiliiy' ioss' damulg"t, "ott

ot "*p"nse

(including attorneys' fees and - .-rcasonable expenses for litiSation or setttemcnt) arising out of' pertsining to or rclaltng to ure

negtig"nt ot rc"t tess act or-omission, or willful misconduct of the Architect' its officers'

directors, employeer, ug"o,, o, *ub"onsultants in the performance of the Services (the "Claims or

Uabilities',), exclp to th" "*tent

caosed by the negllgence or willful misconduct of the party to

bc indemnified. The Architect acknowledges that it has a duty to confirm that the Ownerpersonnel are aware of any restricdons ad'licabl€ to methods, processes, designs, information' or

other items furnished or communicated t; the Owner by the Architoct in connecdon with

p"rforrn*..oftneservices.Accordingly,theArchitectshallbedeemedresponsiblcforanyinlringemenr or improper appropriatiorior use by the Owner or is direcors, offiers, employees

", "d;-;i*0" ,tria, rri.iprilrmry information, know-how,.copyright riShtsor inventions, and

,h"Tgr""nl"n,,o indemnify. iefend -*d

hold h"ttnl"*s s€r fonh h€rcin shall fully apply thercto'

.i""it ro th" "*t"nt ""u*d

Uy n"ltgence or willftrl misconduct of the party to bc indemnified.

6 1.42,2.1 ExceDt as hereinafter provided, the Architect shall defend the Indemnified Panies'

#;-;d'Jfii; *rnr"r,t,u.li., i,,a"mnified person's choo_ sing. againsr any adion or actiorxr

niJ in "on*"tion

with any such claims or Liabilities, and shall pay all costs and expenscs,

in"fua'ing *"*"ys, fees incuned in conncction therewith. Such obligation to defend the

Indemniied parties shatl nor appii ro claims and causes of action to the extent covered by the

nt"fri*,;, professional liabiliiy iisurance' provided, however' that in the €vent that such claim

or causc of action r€sults in a judgment or settlement for which the Architcct has lisbility' the

n,"ni*t', inO"rnity obtigation-pursuant to rhis section shall include the obligadon to rcimbursc

the Owner for all cosa *a e*p"to"t' including anomey's fees' incuned by thc Owncr in

connection with such clrim or cause of action.

197' 19'7' t$t,'rx|,rlt-Dt;tr

^nx.br.r l|lt . ot A'El|...4 er,rg||l..-a-;. irliritl<i rtt'j rre' oocunr€nt lt Fol'cttd bv u S coDv''sht L'w tnd ht.mtllontr rt"rr'

un6urho.rt'd rcproducrioo oi dr3r'rbtrtton ot thr;Ari;o"ii,.n-. " i"v p".rl'1-'-11-T:l fi.1'l!-1":j:il1**11X$T1tr-

mo 'itr reA. dom hadtrL (' ^tE rEL r ntru r-lE u i; 3avarr airr rnd cr|mtn.l p.ndtl.a. rnd rill bari.,-"ii-.,irJi.p-o*r,"o o. dlskl6u on ol thlr AlA oocumtnr. or inv po'rron ot rr' mrv r'ruDro3.cured ro rhe m.r,mu.n .rr.nr posr,br. un;;li. iil-iiiii i"lr;n" -" rdt. d by ̂ l ..ntnr a 0e r!39 0'r oa'l7zoo7 u'i.r' otL'

fuotoegoero_r v.rriar crpi'tr dl ti2gzo7, td i. rlol ld t ..1.. 6a,ta4trcto)lraar lloll

6 1.f.2,2.2 The Architect shall Promptly pay any judgment rendered against the lndemnified

iarties for any such Claims or Liabilities'

$ 1.11,2.3 In the event any Indemnified Party.is. made. a. pany-toany action or proceeding filed or

orosecuted for any such damages or other -claims

arising out of or in connecdon with the

ilil;,;;fi;"ip.J"nn"n." ".the Archirect's failurc to perform thc worft or activiries of

ii. .C.hi".,, -,h"

Arcirirect shall pay to the Owner and Corporation any and all costs and ..,_p"i*, i*"*a by the owner,'cirporation or owner personnel in such action or proceeding,

oJ.-rii"t *itft **otiuble anorney's fees and expert wiupss fees'

! 1.,f.2"f The Owncr rcpresents to the Architect that the Owner has orocured an Owner's

pnrtective professionar rnoem*v pliil;i;;;"" (the "oPPf'j with a limit of liabitity (each

claim and aggregarel tn me amo,iniJl-Hr*"-uiiii"" itto Ocvr 0o Dollars ($ 15,000'000.00 and a

iJi i"*-*ffn"ir",il" (each claim) of One Hundred Thousand and 0O100 Dollars and aggr€gate

of One Hundred Thouruna unO OC|/im noUars. The Owner shall provide tlrc Archilect with

,r,iiiigOl U"yt prior written notice of rhe owner's intent to cancel or reduce the coverage

afforded by the OPPI'

| 1.{3 To tlrc erant permitted by applicable Iaw' provided rhat thc Arch'itcct maintaim at Iea$t

irr, rinitun' p.frsiional liabiliry insufirnce coverage rcquired in Sccdon l'431'l' neither the

Owner nor the Corporation wiU #-iinaemnificarioi and dcfense un&r Secdon 1.42.2 or to

r€cov€r damages (including actual, indirect' special' corrsequ€ntial' multiple or puni$ve - ̂ --;;;;;t;;;;;eipense-s (including thoae tosts and expenses rcferenced in scctlon l'42J)

i-rn ifr"'n "ni ""t

rezulting from bt"ih ot thit Agreement (whether arising in contract'

negligence or othe, ,on, o. *y o,iri th.t l "i r""41 excess of the sum of (a) an amount equal

io inJcontr*t nice defined in s-;tloi rj.r, less (b) the rotal sum paid on beholf of Architect

f" i*fti*,;t insurers in settlement or satisfaction of Owner's claims under the terms and

:;#il;;;"hil;* i"rr# p"ii"ies applicable thereto, less (c) the total sum nai!.!1.11t3owner,s oppl insurun". p.uia", ii *"rio-i" wirh the oPPt, plus (d) all claims or Liabilities

i"""*J uv -y rtoemnirieo eart re[iiii to "'

ti*ing out of anv illegal activities' fraud'

"ririnur .6nO,i.t, gross negligenJe or wiliful misconduct on the part of any Architect or any

Architect-related entities'

ARllCtEl.S oorPEt{s Tlorlll.!.lFortheArchitcct'sscrvicBasdescribedinthisAgrecment'thcArchitcctshallbepaidthcContrrct hice, which consists of:

(a) Th€ not-to-excecd amount of $25'9(D'000'00 for all Servic€s (thc "Ba$d

Contrrt Pricc"); Plus

(b) The not-rc€rcccd amount of $1,400'000'00 for Rcimbursable Erpenscs: plus

(c) Amounts poyablc under Change Orders issucd heftunder'

Thc Contract Pricc constitut$ thc full compensation for a!! S-c.1vi91luine qffTTYPeriod. The Fee Schcdule B*"#;;;;;h"d t'"ttto 1t pxllUt.U slowi elf]'Tlt31tjf;}:

il;;;-il;;iil";;;;;i;;;T;itr*!$ts.trallta-i".""i:f 3g;-ll.:n**;il;ilil;ii"#-;f; ;"niiilili,^ip""in"oi",r,"_Fec*hedulcBrcakdowi,.T.,:1*I} lil iil"iil"riiii'i,i;il;t.i"u d"quur'o @i**ffi jffi#fi*Ti'fi:f+ilj^rn .irrl t rdrtr. ol Arci.r.ir || r|tl'|. rr.-Ic. "*--''

- "

--'*];; L".i, 1,,,r ino .',.,.n' po..[r... -and w.lr b

;;;ir";,;;;;;;;,;iionr.E"tre"orrr'r'l oc,alnrdglao:g,y#lii.J,H';-d,;i,iio.,orrzabz,r,-,o.,;,X""'j:,''l:il1iiJ;";'"',';il":'l;i;;".;ilil";;i""

-ir'coo' 'i"'p"o'"'dbv^rAdn'''[icimao-t .nat oorr oi *20/267' i,td i. ru ld ttdt't -r lLL!

(2a,aar7ldr)

of the Base Contract Price to the Tasks shall be completed as part of the approval process for the

Project Managemenl Plan as ser fonh in Scctlon l5.l.l.

The Base contract Price and the Reimbursable Expenses stated above assume thal the Architect

shall perform all of the Tasks identified as 'Allowances" in the Scope of Services and in the Fee

Scheiule Brcakdown. The portion of the Base Contract Price allocated to the Allowances

Services shall be approximaiely $ 1,500,000.00, to be set forth in particularity as to each Task .

comprising the Allowance services in the revised Fee Schedule Breakdown to be aSre€d upon by

,tr" pu*i"Jin *"ordance with Secdon 1.5.1'1. Commencing on fie date of erecution of this

Agieemenr the Archircct is authorized to perform only the Taskslhat are not identified as

Afiowances. The Tasks comprising the Allowance Services shall not be performed by -the-Archirect unless and until thJ Ownir issues a written Notice to Proceed with some or all of such

Allowance Services Tasks to the Architect. The Owner shall not be obligoted to compensate the

Architect for the poflion of rhe Base Contract Price allocated to the Tasks comprising the

Allowance Services in the agreed revised Fee Schedule Brcakdown, or any Reimbunable

Expenscs incurred in conneJtion with such Allowance Tasks, and the Architect shall not submit

foipuy,n.o, *y invoices with rcspecr to the portion(s) of tlre Base Contract Price allocated !o an

Attowance Services Task, or any i"i^bo*"bt" E*p"nses allocable to such Task unless and until

the Owner has issued a Notice to Proceed with rcspect to the particular Task included in the

Allowance services. Any work performed with respect to any Task included in the Allowance

Sernices prior ro the Owner's issuance of a Notice t; Proceed with such Task shall be at the

Architect's risk.

! 1,5,1.1 wirhin 15 days from the datc of owner's execution of this Agreement, the AEhitcct

;hdl submit for the Owner's rcview and approval th€ Project Manageme Plan as rcquiredpuFuant to Secfotr C.2'1 of Appendix C of tlre Scope of Service-s. Thc Pmject Managpmcntiian shall include the Fee Scherdule Breakdown' revised to include the Architecfs proPosed

allocation of the Base Contract Price to each of the Tasks specified thercin' Such allocation shall

be subjea o the owner's review and approval. The sum of the values assigned o all Tasks shall

e4ua izs,soo,ooo.fi). of that amount, approximately $ 1,500,000.00 shall be allocared to rhe

Ailowance Services. The toal amount of the Base Contract hice allocat€d to Tasks to be

invoiced on a Fixed-Fee basis (including the Allowances) shall equal approximarcly $

23,4{n 000.00. The totsl amount of the-contract Price allocated to Tasks to be performcd on a

Timc and Marcrials basis (including rhe Allowances) shall equal approximately $ - -2,500,000.fi).Thc Fixed-Fee component of the Conrret Price shall be paid in monthly

installnrnts determincd as a perceouge of the Eamed value of each Task that is to b€ paid on a

fixed fee bssis as indicated in the Fe"-S"h"dul" Brcakdown. Earned Value is a measurc of

progress rhat measures how much work has been completcd against how much work is exp€cted

io li"" been completed at any poinr during the Performance Period. The Architect shall provide

a detailed descrifrion of rhe mithodology ior determining the Eamed Valuc of work in progress

to be followed in validating each monthly invoicc in the Project Managcment Plan'

| 1.5.121 At a minimum, such methodology shall include thc following:(i) the comPgg ft" .Schcdulc Brealdown showing the amouniof the Bosc Contract I'ficc allocablc to each Tath and

whethcr such Task is to be inioiced on an frxed fee or on a not-to.€xcccd tinrc and maferialc

basis, (ii) a worft Breakdown structure (wBS) in suffrcient detail to show the dcsign activitics of

all Tasks in thc Fee Schedule Breakdowni (iii) s dci8iled list of all elcnrcnts of wort irrcluded in

thc WBS and a list of Deliverables un&r each element of thc workl (iv) a Bascline Eorncd Value

l9'? 1970' lo7'' leT lttadl-t!tth'

^m'rcd h.tnrrtc d ̂ lchn6. el 'rcir '.r-J friii;xc,1-hd aii' o";;il': .1' p':*td-ry Y-:^-Tfl:',":.t::.if.,*iil9'i"'J*A 3eiffi,fiiff"fi;liffi j|Lllffi"ifiiilrrit o* u'n"nr. o. onv po,r'n or ir, mayrerutt,n rcverr civrr lnl c'ranlp€itirrr'.'ind w r b'oros.cuted to rhe m imu'n u,r"nt po"",o'" ,no--o ,i. l"*

-.li;;;;;;i* t"d,c.d i AIA 'ol e d Cro:tt3o dt 0!l7l2ot und" odr

i.lo.l OOaOefO-t *lO ugr.a on orayA)O7' 8rd o rpt ld ....Lu-ra.ir,:

lal6'75cD

(EV) Curve based on the completed Fee Schedule Breakdown, the WBS, the Scope ofServices

and Deliverables and the estimated monthly cash flow anticipated by the Architect ald as. mory

p*i."f"rfy A.t"abed in the Project Manajement Plan; and-(v) a Baseline Schedule based on the

|VOS,,n" $op" of Services and DeliveraS'les sorted by each component of the Sewices. wir1,,

sufficient detail to show interim milestones. Activilies in the Baseline Schedule generally sharl

have a duration of 30 days unless a longer period is appropriate to the scope of such activity.

! 1.5.112 Th€ Baseline schedule shall show, in detail, Archilect's work activities for the first 90

Llendar drys of the Performance Period, and Services to be performed after the first 90 calendar

aaysofthe-eerformancePeriodshallber€pr€s€ntedbvPhaselevelsumrnaryactivitiessuchthatthey cumulatively indicate all Services. the Baseline-sihedule shall be updated on a_monthly

Uasls (rhe ,'Montily Update") in accordance with the Monthly Progress Repon described in

Sccdon l5.li so thai work activities for the next 90 days from the date of such update are

alwaysshownindetail.TheBase|ineScheduleshallindicateanticiparcdapprovalperiodsfor*y tititU p*y approvals required wirh respect to the Project, as well as any rcquired Owner

approvals.

$ 1.i13 commencing in tlrc fifst full nronth of the Pcrfonnance Pcriod, the Archit€ct shall

Iubmit a Monthly dgrcss Repon for the Owner's r€view that shall includc thc Architect's

d.tit"d *"h"duli fot executing the Sewices. A draft of the proposcd format of the Monthly

fmgr€ss neport shall bc incluied in the Project Managpmenl PIan submitted for the Owner's

"pp-ro""f Uai"A npon Scctlon C.2.1 of eppendix C of the.scope of Servlces' The Monthly

piigr"r, n"p"ntr'shall at a minimum inciuOe: (a) Executive Summary, O) Phs6€ Dc6ctiption' (c)

tor lacn task, the Flevant Consultany'subconsultant and accomplishments during the relevant

reporting perioa (d) for each Task, the current budget, percent completcd ard Eamed Valuc

.ri.ty";r](") ia.ntidcation of any pending changes and extra work rcquests'-(O planrrd vctsus

otu"t.iLtt"t*.. (g) planned vlrsus *tuut "o*tt

by Consultants/Subconsultants' (h) uPdated

Earned value curvJ, (i) uNatea project schedule, and (i) issues, concems and conclusion. Tlrc

Baseline Schedule, as upaarcO Uy ttrjMonthly Progress Reports, shall constiturc the Project

Schedule.

! l.5.lJ{ The Archirecr shsll pmvide the owncr with an electronic copy of rhe Projcct schcdule

file uscd for thc Monthly Sch€dul€ Updatc.

! l.t!.15 The Owner shall review and approvc thc M-onthty Schcdulc UPd"ft fo-'.g1f-oil;11:.,..

iidr rhe Scopc of Services. Thc Architect and the Owner shall mcct to l€view the draft Monmly

s"rr"aur" upau," -d th. Architect's progress. The Architect shall con€ct any deficicncics

identifred by Owncr and resubmit the Monthly Progr€ss Report'

! l.1l.E Thc Architcct will rrvicw the sctu&l percent complcte against thc estimatcd pcrccnt

lomptetc for ttre entire scopc of Services. Ai thc monthly meetinS' thc Atc-hit€G1.ntd q Tftshala in good faigt alrs€ss the pcrc.nt complerc for cach itcm in,the Scope of S€Nices and snall

mcmodilizc tfrcir agreem€nt with rcspecito percent complcte for cach itcm on a checklist

initiarcA uy eacrt puiy (th€ "Earned Value Checklist"). ttcm$ with rcspoct to wiich the Ponies.do not agt€e on per€ent comPlcte shall bc rcserved until the n€xt monthly mccnng' usrcon wlrl

Uilt -"oiUing aprogess of-the work as a whole bascd on the actual perccnt complae fo.ach

task as set ronh in ttre ssrn€d Value chccktisr and thc calculated vdue thot has boen eamed in

-t I' Cat{ri o tttz lg:t' ltal l5!, llel lgL :9'l' lg.ltur.r.. fi,!r. d Arc'|t da el aedr r*tri, ,Flirind, irtti A|A. ooc-nc"r r3 Fot.cr.d bv u.s. copvriqht !|w ind Int .ndlo|r.l Tr"lr'r' tloijli"i,ii-"ii,iai"p-a,"rt.no.diltr6u,ronorthria;:,1:g"1*:l'9.:::ltf:*tg1'Jl;1#:.Hiig;1li:dS*';;il;i;;;i';;-"il-,;;"iliiiiliirr;'',i,iJ* i;" r",. rr"r ooclJ'i w p.oaao r ariA..d*.'r d ot:l..o on or/r7rm7 uidr (r''

t{o. too@ooao_t rtrdr .r9faa on 020a)07. rrd r. nd br rc..|.. ara{at6o0o)u- lLLal

the invoice period, The Owner shall implenrent contmls and audits to determine the adequacy of

the percentage complete calculadon proposed by the Architect'

$ 1.5,2 The Architect shall invoice owner for services rendered on a monthly basis as follows:

$ 1.5.2.1 The Archited shall submit ro owner by the tenth of each month (or at such oihef

interval as may be agrced by the Owner's Reprcsentative, but not more frequently than monthly)'

no later than one ,nonth in ot "utt,

an invoice for authorized Services performed during the prior

month based on the co racr Pfice, the updated Project Schedule and the EV Curve. The

Afchit€ct shall submit a dfaft form of invoice for the Owner's approval with the draft Project

Management Plan. such invoice shall at a minimum include the following information:

a. Agr€ement No. -;

b. Timc period cwaed bY thc invoice;

c.ForAllowanccServices'writtcnevidencesignedbytheowncrofthcowner'sauthorization to procccd with tlp Allowance Servicesi

d- For Delivcrobles, thc percentage complete of ttrc Deliverable' atd if ttlc

Deliverable is at the }Oqo,7O%, or fZ* Uaiot Uileiones, a copy of the draft Delivcrables to be

provided at such Mrjor Milesbne points, and a copy of a complctcd Eamod value checklist

signed by each party for such invoice period;

e. For tinre and erpensc Tasks, specify the name of staff, title and function with thcir

corresponding hourly fates, actual hours expended, other direct costs and the Bmount of payment;

f. Backup for thc invoice, irrcluding invoices from rhe Architcct's subconractofs'

subconsultants or supptiers, time sheeB for time and materials wofk" copies of receipts, thc

Owner's authorization of travel and othcr docunentadon reque$ted by Owner' as well as a

spreadsheet showing Subconfactor and Subconsultant invoices included in prior billings to thc

Owner ard payments madc on account of such invoices;

S. Total monthly invoicc (including project-tc date cumulativc invoicc amount);

h'CertificuionsignedbythcArchitectorhidlrcrdesiSnaieda|tcmatethar(i).thcinvoice is a true, complctc and-comct statcm€nt of r€imhlrsable costs and progress: (ii) thc

backup information included with thc iovoi€€ is true, complete and conccr in sll moterial

rcspec-ts, (iii) all payments duc 8nd owing to subcontractofs, subco6ultants 8nd supplieF frcm

payments rcceived Ly thc Architect have been madcl (iv) timely paymenb will bc mrdc to

Srib"ontractors, Subcunsultants and suppliers fiom thc proceeds of the payments covcred by thc

certification. and (v) the invoice docs not includc any amount which the Architec-t intcrds !o

withhold or retain from a Subconractof, Subconsullant or supplier unless so idcntified on thc

invoiccl

i. The Updsted Projco ScMutc, the Monthly Schedulc UpdEtG and such othcr - .information as agrccd- to in the sample invokr format idcntified abovc or othcrsisc rcqrcsrcd by

Owner to substantiate $c validity of an invoicl; snd

^ta ooai-tll5i- Inr,t r, cccrur 5rgrr' tm, r*g, rs!' re6g' ts6.. lnt, teas' t6a tl7' let!' ll7'' tlz' tr7 'n.ls t llrArurdr hd!r. d alrffe el tm ,-r.ri iiiiiiii,;f; ;;;' ;a; r';Lci.d by u.s. copvisht l.w md trt 'n'rion.r r"'lr"Un.uttrorr.d r.p.oductlon or t.tr,ounon o, ,n,Jllt'oo.i*."r. * i"y po6on ol il.;.y resull 'n r.v.r. c'vll.nd ctrrnlnrl ptn'ltl" tnd tlll to

pros.cutd ro t h. m.t1,num .rt.d po!''brt und;;. r";-d ;;r;ti; F.,1"- i AIA tdr*d' 'l o:r!:t dr 0?l ?'?s7 uri;1' ort'

ito.t@o0.o-l rtrdr oqtaa o{r eno/!!D?, rd f td b (|aL.u* icn: 0t'{'7t6ol

j. Amounts payable for services performed pursuant to individual Change Orden

shall be separately identified on each invoice.

! 1,5,3 The Architect's invoices for smatl purchases of reimbursable cost items totaling less than

Five .Ihousand Dollan ($5,000) shall be supported by the Architect's written statement that the

Architect determined the price paid to be fair and reasonable, and the basis for such

determination. For any purchases of reimbursable cost items that have a total value exceeding

Five Thousand Dollars (i5,000), rhe Architect shall request at least thfe€ (3) written quotations.

the Architect shall not split a pmcufement totaling more than Five Thousand Dollars ($5'000)

into several purchases that are less than the limit in order to avoid the rcquirement to obtain at

least three (j) quotations, nor shall any Pnocurement be parceled' split, divided' or purchased

over a period of timc in order to avoid the dollar limitations.

I 1.5,4 The fuihitect shall submit fouf hard copies and one elecronic copy of each invoice to the

following address:

The City of Irvinec/o Thc Omnge County Grcat Park CorporationOne Civic Ccnrcr Plaza 92606P. O. Box 19575kvine.CA 92623-9575Ann: Deputy Chief Executive Offrcer

t 1.3.5 The Owncr shall pay the Architect's invoices as follows:

i 1.3,5.1 p"y."nt of *rc'fiieO fee Component of the Contract hice shall be based on thc hojcct

Scnedute and tne updated EV Curve as ofthe invoice darc, and computed as dgTribeg lnSecdon 15.1 and thc Appmved Management Plan. Payment for anY Time and Marerials

Serviccs shall b€ based on actuat laUorhours at the rates s€t forth in Exhlblt 3 to this Agr€ement.

Payment fot Rcimbursable Expenses shall be based upon actual expenscs incured, elcept that

Reinbunable Expenses shall be in accordance with city policy and shall not excecd the

approved expensc rates $ct fonh in Exhlblt 4. The Owner may withhold payment for any work

iiindned inlhe erchitect's invoice until such time as the Architcct has documented, to thc

owner's rcasonable satisfaction, that the Architect has fully completed such Services identifie4pmvided that the owner shall not be excused fmm paying undispurcd amounts that hove been

iropirly invoiced. The Owner's paymenr in full foi any Task or Deliverable completcd shall not

constitute the owner's final acceptance ofthe Architect's Services under such Tosk; final

acceptarrce shall occur only after completion of all services hereunder. The owner shall pay the

amoun! due the Architect under this Ageernent aften

(a) Cornpletion and accepance ofthe Services identified in the invoicg including

delivery to thc Ownei of any Deliverables (or partially complete Deliverablcs) for which

Payment is rcqu€sted:

(b) Presantation of a property prepeFd in/oice consistent wlth Sscthn IJJJ

and the approved fotm of invoice in the Pmject Manag€ment Plsn; and

t€!? tEtO' le''' te?7' lst n tlgt 9t trt'

^'ilcn h.dtr. o. A'cnN!.d. - nero.t*-i 'friii;ild,'fi;

A;;t d;;;;;ir poi'crco ov us -c-opr1't1],t::.:1"-l1g:i::1"1*:?tffi,ffiT'H;iffi:; iLlif,,iii"'"?,it;,n' oocumenr. o. rny po.ion or ,r. m'y,e3ur |; rv.,. crYrrand crimrn.r t..rarri'!, 'nd wrrr b'

oro..cur.rt !o th. n'rimum .rtcnr pos3ibr. un;;;' ;;: -ii;

;;";;i; p,"d'e ov eu rat*re rt o1r:r o1 o?ltl20o7 wtnr on'

ilo.tmfO-t rnar otOrc or ry2O2O7, frd i. not b. .cd..tFL*.t

{ar"6ll

a

! 1,5.5.2 The Owner shall make paymenr ro the Architect within 30 calendar days after receipt of

i propedy prepared invoice and'accompanying documcntation' In the event an invoice

,u'Un,ia"i fiy ir" nrchirect is nor supportea Uy ,1'" u""o*puttying documentadon or is otherwise

disputed Uyihe Owner, the Owner may withhold payment ofthe portion ofsuch invoice in

oiriutr uniit "u.;

time as the owner' j Designated Reprcsentative and the Architect can resolvc

the areas of disagreement pertaining to that ponion of the invoice in dispute. The orner shall_ _document tlte amounts and reasons-for withholding payment of the Architect's invoice within 15

calendar days fmm receipt of the invoice. upon compliance by the Alchitect with all the rcrms

and conditions of this Agrecment and submission by the Architect of a final, properly

documented invoice and-the owner's validation of the percentage complete eamed value

calculadon in such invoice, the owner shall promptly pay the Architect the balance due under

such invoice. The Owner's Designared Reprcsentativ; and the Architect shall meet and confer in

good faith to attempt to resolve a-ny dispute as to the payment of invoices as soon as reasonably

practicable upon thc Architect's request for such a meeting.

| 15.5.3 Major Milestone Rcviews of the Architect'$ progress shall bc conductcd at thc 3o%'

iOq. glq *,a tOO* project completion point$ identafied in the Bascline Schedule (each a

"Major Mileslonc). ifre Uajor tvtllestone Reviews shall bc conductcd as hercinafter provided

and as describcd in the scope of services. Notwithstanding anything to the contrafy herein'

when erch Major Milesron; point is reached, the Archltect shall not submit an invoice for any

Services shown on the Project schedule to be paid at a point in time after achi€vement of such

Major Milestone unless arid until the Owner concurs in writing that the Major Milestone Review

indicates that the Architecr has achieved the Major Milestone level of progress spccified in the

scope of Services. At a minimum the following activities shall be performed during the Major

Mileslone Review:

$ 155.3,1 Overview briefing by the Architect to farniliarize the review te&m with thc chang€s

that have occurrcd sincc the most rccent progrcss review.

I1,5.53.2 Detaited r€view of thc status of all wo* in gogress and thc levcl of complaion of,all

irutrumcnts of Service, including eramination of wor* in progess and evidencc supporting the

Architcct's detemination of the percent complcte of all Tasks in thc scoPc of services.

! l.!,5.3.3 Review of the documentstion which establishes and records changes to thc Proi€ct

!.mauh, irrcluding Change Oders, schedules, budgets, rcsource plans, and chang' r""o+,."tt t

rcview oi updatcs io the frchirects estimate of the Co$ of ttre Wo,rk for thc Project as a wholc'

and thc Eariy Sla Detivery, Wildlife Corridor and Agua Chinon construction'

! 15.!.3.f Review of cost and schcdule performancc agsinst thc,Basclinc Schcdule and EV

burve, atong with egPropriatc snalysca of problems and projcction of future costs'

| 15,5.4 In thc event thc prrties st€ unrblc to rcsotve any dispurc as to thc payrncnt of invoiccs rs

ir""lO.A io S."O- tSj.Z atove, rfrc Architect shall submit itsobjrrtion, in writing, to the .borporation's ChiefExecutivc Ofhcer wirhin l5 calendar days foltowing thc datc on which thc

owner notifies rhe &,chit€cl in writin! of the rcasons fc condnn€d withholding of payrrnt

(c) Presentation with each invoice of a completed and approved uPdated Project

Schedule with EV Curve.

air.rh.n filiita ol A|lillc!. all

the rneetinr(s) to tJresolvc their differenccs. Thc Cht4!4Sg!!9 Officerii Jll';,ll?;.11j"#,'iij.iil"ffiffi;;'fill#.-ai,[trJJiii.; n;iiliE, iil ail;'d;;;;ii' p.or""i"a-oy u.s. copvlshr r.!w .ndrnr.]n.lon.r rr._.rr't'un.!tho.i!d ruprodlctron or drstfiburion or tht;rt oo"*.nt. o' nnr p-rron or !t ;.av r'3urrrr'v1'il:l'j:1-'lIllii*?:l[;fl*" "ilIif;H;?ililiffi;; jilti[i,}-.L]iri[.lit oo.u..m, o'

"ny f*rron or ,r. ;ay ,eiun m $vd. civrr,nd crrmin'r p€narrr". and I

d.os€cured to rh€ m.r(nu. ",,"nt

po",,o," u*""lin,;; -il;";;;i;;.d,-d

ry en romn a o'tme o' oal T'47 urtt' Ontib.loo@!6a0_r w ah a4lra o 9g0€q)7. {d b |nl b. iaaala. t2,./4/lr-.11o!a:

(aa{a.t!6ol

shall meet and confer with the Architect's Designated Representative and the owner's

o"rign","a n"pr"sentative (if other than the chief Execudve officer) to attemPt to resolve,the

aisprite. Witnin l5 calendar days following such meetin& the Ciief Executive Officer shall

notify the Archirecr in writing of the ChiefExecutive Officer's determination. The Chief

Exec-utive Officer's failurc to issue a decision within the time provided by this section shall be

deemed a decision denying the Architeccs objection, and shall be final and conclusive unless,

within l5 calendar days following the date of delivery of the Chief Executive Offtcer's decision

or date of deemed denial, the Archltect mails or delivers to the Chief Executive Officer

notification thflt Anchitect elects to submit the matter to mediation in accordance with the

pnocedures set forth in Secdon 13.4'

! 1,5.8 Poyment of invoices by the Owner shall not be construed as (a) relieving the Architect

t* O"iot" **po*ibitity for all Senices and deliverables upon which paymenrc havc been

made or the reaccomplishment of any inaccurate work; or as (b) waiving thc right of the owner

to rcquire fulfillment by the Architect of all terms of this Agreement'

I Li7 Notwithstanding any provisions of this Agrecnrcnt to the contrary, the Owner and th9.irctrite."t mutually agree tiai tl" O*ner's maximum cumulative paymcnt obligation-{including

oUtigation for *re erlnitect's profiD pursuant to this Agreement for rhc Scrvices shall be the

Con-tract Price, which shall inilude all amounts payable to the Architect for its Subcontracts'

subconsultants, licenses, materials and costs arising from, or due to termination of, this

Ag@ment

$ l.t e If thc Scrvices of tlre Architect are changed as described in Scctlon 133'l' the

ir"hitot,, "orp"nsation

shall be adjusted as Frmitted in such section. Such adjustment shall

be, at the sole oition of the Owrrcr, based upon the Architect's standard hourly rates sa forth in

Exhlblt 3 or anlgreed lump sum amounr. ill Owner-Directed Changes and other Changes in

Services affecting compensation shall be provided to the Architect in writing'( Insert(Parugrapht d.tclcd)'b*i;

;i;;^r"*"tion, including rates and muhiples of Direct Persotnel Expcnse lor Principals

iJ ,^O6t;t, and identify Prlncipats and ctassily emplovees' if required' Identify spccific

servic* m whbh panicular nethods oJ conPensation npply.)

$ l5.9 [IntcntionallY omitted.]

! 15.10 [nantionally omined.]

[signaturc page follows]

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'frii;ild,'iliJ ailt il;;;iireroiccioa w u.s. corv'rehr L.Yr lnd r'r.rnttro6d Y..||r" u

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I

I rnis

CITY

Agrcement is entered

OF IRVINE

into as of the day and year first written above.

CREAT PARK DFSTGN STUDIO,r Callfords Joint Verlum*,ffif*,6

ATTEST:

tuCiry Clerk

Its: Mayor

APPROVED

AlrtLact Inforfirdon

Address for Norices and Paymenc:CREAT PARK DESIGN STUDIOc./o Gafcon701 B. Street, Suite l6mSan Dego, CA 92101Attn: Y€fiudi Geffe]lTelcphonc Numben (619) 23 t-6100FAXNumbcr: (619)2316995

Byi

By:

By:

al/l ooctit nt Slair - lsoT P.i r. cogFlght o r917, t926. r{xa. | 951, I g53, tctS. 196t, t9€3, r SS. | 9€7, 1970, t97{, t077, tg87 lnd tgeT bv Th.AmtEJr rr|n|Ma or Ard bc!3. Att ?iChb raaa?id. WARNTNG: Thts AtA' Oocumont lr prorectod by U.S. Copy ght Lrw rnd tntern!fionst T..sta!.uEulnorl4o foproouc||on or dl rlbullon ol thls AIA' 0o.umont, or afiy porllon ol lt. m.y rs3ult h ievana ctvtt rnd crtmtn6t ponEtflaa. and w bapro3€culed lolh. msrlmum orlent posslbleufldsllho law. Thi! docun;i waa Foduc€d d An 3oftw'€ rt 0g1839 on O&17/21b7 und.. o'd!tNo.l0(xl4tg9:D_1 vyt{ch .rpir€s oo 9/2OaX}7, and is nor tor.slaleUrr l{oba: et![,aT!'|ml

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