AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of , 1998 by and between the Ohio Arts and Sports Facilities Commission (he "Commission*), having an office located at 10 West Broad Street, Suite 2550, Columbus, Ohio 43215-3418 and the National Underground Railroad Freedom Center (the "Local Sponsor"), a non-profit organization duly organized and validly existing under and by virtue of the laws of the State, having an office located at 312 Elm Street, 20th Floor, Cincinnati, Ohio 45202. RECITALS 1. The Commission is a body both corporate and politic, an agency of state government and an instrumentality of the State of Ohio (the "State"), performing essential ‘governmental functions of the State, duly created, existing and operating under and by virtue of Chapter 3383 of the Ohio Revised Code ("R.C."). 2. Inaccordance with R.C. §3383.02(A), the Commission shall engage in and provide for the development, performance, and presentation or making available of the arts in this State by the exercise of the Commission's powers under R.C. Chapter 3383. 3. ‘The Commission may, in accordance with R.C. §3383.04(K) and (L), make and center into all contracts, commitments, and agreements, and execute all instruments, necessary or incidental to the performance of its duties and the execution of its rights and powers under R.C. Chapter 3383 and do anything necessary or appropriate to carry out the purposes of and exercise the powers granted in R.C, Chapter 3383. 4. ‘The Ohio General Assembly appropriated One Hundred Sixty-Six Thousand Six Hundred and Sixty-Bight Dollars ($166,668) General Revenue Funds (“GRE”) Line Item CAP- 030 and Three Hundred and Thirty-Three Thousand Three Hundred and Thirty-Two Dollars ($333,332) Fund 030 Line Item CAP-029, for a total appropriation of Five Hundred Thousand Dollars ($500,000), in Amended House Bill 748 (121st General Assembly) to the Commission for the “Cincinnati Riverfront Development”. 5. The Local Sponsor has represented and warranted to the Commissionthat it desires to develop the National Underground Railroad Freedom Center facility (the “Center”)which will comprise of a museum aimed at presenting the story of slaves escaping from slavery in the South to the northern free states via the Underground Railroad (the “Project”) as apart of the Cincinnati Riverfront Development.6. The City of Cincinnati recommended and the Local Sponsor requested Ninety Thousand Dollars ($90,000) of the GRF appropriationto cover costs associatedwith the Schematic Design phase of the Project (the “Work”) as more fully described in Exhibit “A”and in Article I, Section 2.3 of Exhibit "C", both attached hereto and made a part hereof. 7. The Commission requested, and the Center Board of Trustees completed, a Capital Project Form plan (“Capital Project Form”) which outlined the proposed plan for the Center. 8. The Local Sponsor has represented to the Commission that the Local Sponsor can provide expert and experienced supervision of the Work to be performed at the Project. 9. On October 1, 1997, the Commission, in accordance with Ohio law, adopted Resolution R-97-23 which authorized, empowered and directed its Chairman to negotiate, execute, and deliver a GRE Agreement with the Local Sponsor’s Board of Trustees for the purpose of expending up to Ninety Thousand Dollars ($90,000) in General Revenue Funds to cover costs associated with the Schematic Design phase of the architectural services for the Center (the “State Contribution”), provided such agreementiis approved as to form by the Attorney General's Office, the State Controlling Board approves the release of the funds and the Department of Administrative Services approves the process for selecting the architect. 10. On July 24, 1997, the Local Sponsor's Board of Trustees adopted a resolution which authorized, directed and empowered the Local Sponsor's Board of Trustees to negotiate, execute and deliver the within GRF Agreement for and on behalf of the Local Sponsor. In consideration of the terms, covenants and conditions set forth herein, the parties hereto agree as follows: ARTICLE I DESCRIPTION OF THE WORK Section 1.01 On the terms and subject to the conditions set forth below, the Local ‘Sponsor shall provide, or cause others to provide, all labor, material and services necessary to accomplish the completion of the Work as fully described in Exhibit A and in Article II, Section 2.3 of Exhibit C, which shall be of the highest quality typically produced for first-class facilities comparable to the Project. Section 1.02 The Local Sponsor shall be responsible for all methods, techniques, sequences and procedures, and for coordinating all portions of the Work, including architectural standards and consulting services. Section 1.03 The Local Sponsor shall be responsible for the selection of the architect to complete the Work in place and instead of the Department of Administrative Services (“DAS”), 2provided, however, that in making such selection, the Local Sponsor shall enter into the A/E Agreement attached hereto as Exhibit C with the selected architect and forward a fully executed copy of said A/E Agreement between the architect and the Local Sponsor to DAS and the Commission. By approving this Agreement, DAS is signifying its agreement to allow the Local Sponsor to select the architect for the Work and the Local Sponsor releases DAS from any responsibility with regard to the selection of the architect for the Work during the Term of this Agreement. Section 1.04 The Local Sponsor shall commence the Work within ninety (90) days after the Commencement Date (as that term is defined in Article IV, Section 4.01 of this Agreement), and shall complete the Work within twelve (12) months thereafter (the "Completion Date"); provided that the Completion Date may be extended by mutual consent of the parties hereto. Provided, further, that the Local Sponsor shall not be liable for any delay in the completion of the Work caused by any act, negligence or default on the part of the Commission or by any damage by fire, earthquake, weather or other casualty for which the Local Sponsor is not responsible, or by strike, walkouts or acts of suppliers of labor and materials or other persons over which the Local Sponsor has no control or for which the Local Sponsor is not responsible. In the event that the completion of the Work is delayed for any of the reasons specifically enumerated above, the Completion Date shall be deemed extended for a period equal to the length of the delay or for a period mutually agreed upon by both parties. ‘The Local Sponsor shall promptly notify the Commission of any delays in the completion of the Work. ARTICLE IL PAYMENT Section 2.01 ‘The current estimated total cost (the "Total Cost") of completing the Project is Three Million Six Hundred Thousand Dollars ($3,600,000); a breakdown of the Total Cost is set forth in Exhibit "B" attached hereto and made a part hereof. Section 2.02 In consideration of the Local Sponsor performing the Work, the Commission shall make certain payments to the Local Sponsor, which, in the aggregate, shall not exceed the State Contribution, The Local Sponsor shalt be entirely responsible to provide, raise, or cause to be raised, all money representing the difference between the final, actual Total Cost and the State Contribution. Section 2.03 ‘The State Contribution shall be paid to the Local Sponsor as follows: (A) Forty Five Thousand Dollars ($45,000), representing one-half of the State Contribution, within thirty (30) days of the Local Sponsor providing the Commission an invoice and written documentation evidencing the commencement of the Work, including but not limited toa copy of the executed A/E Agreement between the Local Sponsor and the architect pursuant to Article I, Section 1.03 hereof; and(B) The balance of the State Contribution upon submission to the Commission by the Local Sponsor of a written statement that all of the Work has been satisfactorily completed, together with invoices and other written documents including a final copy of the Design Review Acceptance Form, a set of schematic drawings, model photos and renderings if applicable, and copies of other documents illustrating the design intent approved by the Local Sponsor and documents evidencing the final, actual total cost of the Work. ‘The Local Sponsor shall also submit a sworn statement, signed by its Comptroller or a person having similar responsibilities, certifying the appropriatenessand accuracy of the documents submitted to the Commission. The ‘Commission shall endeavor to have the balance of the State Contribution paid to the Local Sponsor within thirty (0) days of the receipt of the aforesaid documents; subject, however, to the Commission's satisfactory review of the Work and right to request any supplemental documentation to evidence the final, actual Total Cost or the Local Sponsor's compliance with this ‘Agreement, Section 2.04 During the term of this Agreement, the Local Sponsor agrees to provide the Commission a detailed written report, once a month, in a form and manner acceptable to the ‘Commission, detailing the progress of the Work. Section 2.05 ‘The Commission's obligations with respect to expenditures hereunder are subject to there having been made and in effect such appropriations and other approvals as may from time-to-time be required by the laws of the State, including, but not limited to, the release by the State Controlling Board or the Director of Budget and Management, as the case may be, of sufficient funds to meet the Commission's obligations hereunder and certification by the Director of Budget and Management that there is a balance in the appropriation sufficient to make any payments called for hereunder. ARTICLE I PERFORMANCE Section 3.01 The Local Sponsor shall use its best efforts to cooperate with the ‘Commission and the State in the resolution of any issues, questions or concerns which the ‘Commission or the State may have about the Work to be performed at the Project. Section 3.02 The Local Sponsor shall not act on behalf of, or hold itself out asacting on behalf of, the Commission or the State in performing the Work. Any contract or license entered into or executed by the Local Sponsor shall contain substantially the following provision: “Each party hereto recognizes and agrees that the Ohio Arts and Sports Facilities Commission and the State of Ohio are not bound by or liable under this contract or license, as applicable, and are not responsible for the acts or omissions of the National Underground Railroad Freedom Center.”ARTICLE IV TERM Section 4.01 ‘The initial term of this Agreement shall commence on July 1, 1998 (the "Commencement Date") and shall expire on June 30, 2000, unless otherwise terminated or extended as provided herein. ‘The Commission may renew this Agreement for up to four (4) successive and continuous terms of two (2) years (“Renewal Term") upon the same terms and conditions as set forth herein, All financial obligations of the Commission under this Agreement are subject to the appropriation of sufficient funds by the General Assembly. If atany time sufficient funds are not appropriated to continue funding the payments due under this Agreement, this Agreement will terminate on the date the available appropriation expires without any further obligation by the ‘Commission, Such renewal option may be exercised by the Commission giving written notice to the Local Sponsor not less than thirty (30) days prior to the expiration of the term. ARTICLE V TERMINATION Section 5.01 ‘The Commission may, upon ten (10) days’ prior writtennotice to the Local ‘Sponsor, terminate this Agreement: (A) if the Local Sponsor shall (i) become insolvent; (ii) make a general assignment for the benefit of creditors; (iii) be generally unable to pay its debts when they are due; or (iv) be a debtor in any receivership proceeding or other proceeding brought under the federal Bankruptcy Act or similar act and not cause such proceeding to be terminated within sixty (60) days following the commencement thereof, or (B) _ after receipt by the Local Sponsor of written notice from the Commission Of failure by the Local Sponsor to observe any covenant, condition, or agreement herein contained on its part to be performed or observed and the continuance of such failure for a period of thirty (30) days without cure; except, in the case of any failure which cannot, with due diligence, be cured within thirty (30) days, if the ‘Commission receives a certificate of the Local Sponsor stating the reason thatsuch failure cannot be cured within such time and upon the Local Sponsor's proceeding with due diligence to cure the default, the thirty (30) day time period shall be extended as may be necessary to cure the default with due diligence. Section 5.02 ‘Upon expiration of the term of this Agreement or upontermination pursuant to this Article V, a copy of all records in the possession of the Local Sponsor pertaining to the performance of the Work and all supplies or other items of property owned by the Commission 5) d or the State in the Local Sponsor's possession, shall be delivered immediately to the Commission Upon any such expiration or termination, the Local Sponsor's right to receive, collect or demand compensation hereunder sball cease. ARTICLE VI NOTICES Section 6.01 All notices, demands, requests, consents, approvals or other instruments required or permitted to be given hereunder shall be in writing and shall be deemed to have been properly given if hand-delivered or sent by registered or certified mail, return receipt requested, postage prepaid: (@) if to the Commission, by giving, delivering or mailing it to: Ohio Arts and Sports Facilities Commission 10 West Broad Street, Suite 2550 Columbus, Ohio 43215-3418 Attention: Executive Director; with an additional copy to: Attorney General of Ohio 30 East Broad Street, 26th Floor Columbus, Ohio 43215 Attention: Business and Government Regulation Section; and (b) __iftto the Local Sponsor, by giving, delivering or mailing it to: National Underground Railroad Freedom Center 312 Elm Street, 20th Floor Cincinnati, Ohio 45202 Attn: Executive Director All notices, demands, requests, consents, approvals, or the like, shall be deemed given one(1) day after being hand-delivered or three (3) days after being mailed to all necessary parties in the manner provided in this Section 6.01. Either party hereto may change the address(es) at which it will receive notices by giving fifteen (15) days' written notice inthe manner provided herein to the other party. ARTICLE VIL COMMISSION'S RIGHT TO DO WORK) ) Section 7.01 If the Local Sponsor shall neglect its duties hereunder, if the Local Sponsor shall refuse to remedy any defects in the performance of the Work, or if the Local Sponsor shall in any manner fail to perform any material provision of this Agreement, the Commission, after providing written notice as required by Article V, Section 5.01(B) of this Agreement, may elect to make good such deficiencies, and the Local Sponsor shall reimburse the Commission for any costs the Commission incurs in such alternate performance, or, alternatively, may deduct such costs from the State Contribution. Any decision by the Commission not to exercise its right to elect to make good such deficiencies under this Section shall in no way alter or eliminate the ‘Commission's right to terminate this Agreement pursuant to Article V of the Agreement. Section 7.02 The Commission may, upon reasonable advance notice to the Local Sponsor, enter upon and observe the Project and the progress of the Work at all reasonable times duris term of this Agreement. ARTICLE VIII EMPLOYEES of B Section 8.01 The Local Sponsor shall be responsibleto select’ employ, pay, supervise, direct and discharge all employees the Local Sponsor deems necessary for the performance of the Work, in numbers, at wages and with benefits as determined by the Local Sponsor; to deduct from ‘compensation of such employees from time-to-time and keep a record of all withholding and other taxes, contributions and deductions required by law or contract; to carry unemployment compensation insurance and workers’ compensation insurance (including, when required by law, employer's liability insurance and compulsory non-occupational disability insurance) covering employees in amounts sufficient to provide statutory benefits as requiredby the laws of the State, and to use reasonable care in the selection of employees. Section 8.02 Notwithstanding any term to the contrary contained in Section 8.01, since the Project is funded, in whole or in part, by State or local funds, the Local Sponsor agrees to comply with the requirements set forth in Oio's Prevailing Wage Law, R.C. Chapter 4115, if applicable, in regards to the Work. ARTICLE IX LIABILITY AND INDEMNIFICATION 6 ft 9G Section 9.01 To the fullest extent permitted by law, the Local SponsoTshall and does agree to indemnify and hold harmless the Commission, DAS, and the State, their members, officers, employees and representatives from and against all claims, damages, losses, liens, causes of action, suits, judgments and expenses (including attorney’s fees and other costs of defense), of any nature, kind or description, which (a) arise out of, are cause by or result from perfor J Sofof the Work and (b) are attributable to bodily injury, personal injury, sickness, disease or death of any person, or to damage to or destruction of property, including the loss of use and consequential damages resulting therefrom, but (c) only to the extent they are caused by any negligent acts, errors or omissions of the Local Sponsor, anyone directly or indirectly employed by the Local Sponsor or anyone whose acts the Local Sponsor is legally liable. Section 9.02 To the fullest extent permitted by law, the Local Sponsor shall and does agree to indemnify and hold harmless the Commission, DAS and the State, their members, officers, employees and representatives from and againstall claims, damages, losses, liens, causes of action, suits, judgments and expenses (including attorney's fees and other costs of defense), of any nature, kind or description, which result from any claimed infringement of any copyright, patent or other intangible property right caused by or resulting from the performance of the Work. Section 9.03 Notwithstanding any other provision of this Agreement to the contrary, the terms of this Article IX shall survive the expiration or termination of this Agreement. ARTICLE X RESPONSIBILITIES OF THE LOCAL SPONSOR Section 10.01 ‘The Local Sponsor shall promptly respond to inquiries, complaints and requests from the Commission or the State relating to the Work to be performed. Section 10.02 In performing the Work, the Local Sponsor shall comply in every respect with any and all laws, ordinances, codes, orders, notices, rules, regulations, and requirements of all federal, state and local government authorities, courts, commissions, bodies, boards and officers now or hereafter in force or issued, whether or not presently contemplated, regarding all or any part of the Work. Without limiting the foregoing obligation inany way, the Local Sponsor acknowledges that its attention has been directed to the requirements set forth in Exhibit "D" and that it will comply with all of said requirements. Section 10.03 ‘The Local Sponsor shall maintain current and accurate records and accounts of all transactions pertaining to the performance of the Work, such records and accounts to be maintained on an accrual basis in accordance with generally accepted accounting principles applied ‘on a consistent basis from year-to-year, Such documentation shall be filed and maintained ina ‘manner allowing the same to be readily located. The Local Sponsor shall retain all canceled checks, employment records, and records of disbursements with respect to the performance of the Work for a minimum of seven (7) years. The Commission shall have the right to inspect, copy and audit all such records, accounts and checks pertaining to the Work, during all business houss. The Commission shall have the right, at the time of inspection or audit, to take temporary possession of all such records and accounts, including but not limited to, cancelled checks and all records relating to the compensation of the Local Sponsor, its agents, servants and employees.>) ) Section 10.04 In the hiring of employees for the performance of the services contemplated under this Agreement, the Local Sponsor or any person (including contractors) acting on behalf of the Local Sponsor shall not, by reason of race, color, religion, sex, sexual orientation, age, handicap, national origin, or ancestry, unlawfully discriminate against any person seeking employment who is qualified and available to perform the work to which the employment relates. Nor shall the Local Sponsor or any person on the Local Sponsor's behalf, in any manner, unlawfully discriminate against, intimidate or retaliate against any employee hired for the performance of the services contemplated hereunder on account of race, color, religion, sex, sexual orientation, age, handicap, national origin, or ancestry. ARTICLE XI SAFETY AND PROTECTION Seetion 11.01 Inanemergency affecting the safety ofthe public or of the Work, the Local Sponsor, without special instruction or authorization from the Commission, is hereby permitted to act at the Local Sponsor's discretion to prevent any threatened loss or injury. ARTICLE XIL ASSIGNMENT Section 12.01 Neither this Agreement nor any rights, duties or obligationsdescribed in this Agreement may be assigned by the Local Sponsor without the prior express written consent of the Commission. ARTICLE XU INSURANCE Section 13.01 Except when a modification is requested in writing by the Local Sponsor and approved by the Commission, the Local Sponsor shall carry and maintain or cause to be carried and maintained, at no cost to the Commission or the State, with companies authorized to do business in Ohio, all necessary liability insurance (which shall include as a minimum the requirements set forth below) during the term of this Agreement: a. Workers’ Compensation and employer’s liability insurance to the fullest extent as required by applicable law; b. Commercial general liability coverage for bodily injury and property damage including limited contractual liability coverage, in not less than the following amounts:i. General Aggregate Limit: $2,000,000 each occurrence fi, Each Occurrence Limit: $1,000,000 each occurrence; and c. Commercial automobile liability coverage, includingnon-owned and hired, in an amount not lest than $1,000,000. Section 13.02 Except when a modification is requested in writing by the Local Sponsor and approved by the Commission and DAS, the Local Sponsor shall carry and maintain or cause to be carried and maintained, at no cost to the Commission, DAS, or the State, with companies authorized to do business in Ohio, project specific professional liability insurance to cover the architect selected by the Local Sponsor pursuant to Article I, Section 1.03 hereof (“Architect”), any consultants and/or employees (“Project Professional Liability Insurance”) in an amount of not less than $2,000,000. The term of coverage of such insurance will includ: the design period, the construction period and a period of no Jess than two (2) years after the Contract Completion. In the event that the Commission or DAS waives or modifies the above ‘outlined requirement for Project Professional Liability Insurance upon the written request of the ‘Local Sponsor, the Local Sponsor shall carry and maintain or cause to be carried and maintained insurance to protect against claims arising from the performance of the Work caused by any negligent acts, errors or omissions by the Local Sponsor or the Architect (“Professional Liability Insurance”). Such Professional Liability Insurance shall be in an amount not less than $2,000,000 per claim and in the annual aggregate. The Local Sponsor shall endeavor to keep such insurance in effect or cause such insurance to be kept in effect for so long as the Local Sponsor or the Architect shall be held liable for their performance of the Work. If the Professional Liability Insurance is written on a claims-made basis, such insurance shall have a retroactive date no later than the date on which the Local Sponsor or Architect commenced to perform the Work. Section 13.03 Each insurance policy furnished under this Article shall be issued by a nationally-recognized insurance company satisfactory to the Commission and authorized to do business in Ohio. The Local Sponsor shall provide the Commission and DAS with certificates of insurance evidencing the required coverage and amounts, including without limitation any certificates of renewal of insurance. ‘The certificates of insurance shall contain a provision that the policy or policies will not be canceled without at least thirty (30) days’ prior written notice to the Commission and DAS of any proposed modification or cancellation thereof. The Commission hereby agrees that any insurance company rated by Best Insurance Reports as "A" or better and which falls within the financial size category of Class VIII or better shall automatically be satisfactory to the Commission. Section 13.04 The Local Sponsor shall also maintain unemployment compensation insurance and workers’ compensation insurance, where legally required; employer's liability insurance and compulsory non-occupational disability insurance; and fidelity bonds on employees 10for whom such bonds are customarily required. The Local Sponsor shall furnish the Commission with certificates of coverage, evidence of payment of premiums thereon, and any amendments and endorsements to such policies as the Commission may reasonably request from time-to-time, ARTICLE XIV INTERPRETATIVE PROVISIONS Section 14.01 Atall times, this Agreement shall inure to the benefit of and constitute a binding obligation on the Commission and the Local Sponsor and their respective successors and assigns. Section 14.02 This Agreement constitutes the entire agreement with respect to the Work to be performed at the Project, and supersedes any prior understandings or agreements, whether written or oral. Section 14.03 No provision of this Agreement may be altered, waived, amended or extended except in writing signed by the parties hereto. The Commission stall not be considered to have waived any rights or obligations contained herein unless evidenced in writing and any waiver of one default, right or obligation hereunder shall not constitute the waiver of any other default, right or obligation hereunder. Section 14.04 Neither the waiver of any provision of this Agreement, nor the determination by a court of law that any provision of this Agreement is unenforceable or is in violation of any applicable law, regulation or ordinance, shall affect the enforceability of any other provision hereof and all remaining provisions shall continue in effect until expiration of the term hereof or termination in accordance with Article V herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be effective, operate, made, entered into or taken in the manner and to the full extent permitted by Jaw. Section 14.05 ‘The captions and headings in this Agreement shall be solely for convenience of reference and shall in no way define, limit or describe the scope or intent of any provisions, articles or sections of this Agreement. Section 14.06 The laws of the State of Obio shall govern the interpretation and enforcement of this Agreement. Any action or proceeding arising out of the terms of this Agreement shall be commenced in a court of competent jurisdiction located in Franklin County, Ohio. uSection 14.07 ‘This Agreement has been executed in several counterparts, each of which shall constitute a complete original Agreement, which may be introduced in evidence or used for any other purpose without production of any of the other counterparts Executed as of the day and year first above written, in “Tram _ County, Ohio. OHIO ARTS AND SPORTS FACILITIES COMMISSION (the Commission") ee WO. he Kessler, Chairman ‘The foregoing instrument was acknowledged before me on _ L? . 1998, by John W. Kessler the Chairman of the Commission, acting for and on behalf of the State, who acknowledged that he executed the same for and on behalf of the Commission and that he did so as his and that Commission's own free act and deed. STATE OF OHIO ) )ss.: COUNTY OF FRANKLIN) Notary Public ee ty Conmslon Expos dune 2, 2002 NATIONAL | UNDERGROUND RAILROAD FREEDOM CENTER (the "Local Sponsor") By: STATE OF OHIO ) ) ss. COUNTY OF MAuzie Z The foregoing instrument was acknowledged before me on 17 , 1998, by Bin F Aigend the _Beewtine Dieter _ of ph patond vooirG-o-r, who pestend Fretalon Co, 2 pile mong obl portionacknowledged that he executed the same for and on behalf of 8 Cavge*!'-~ _and thathe did so as his and said __cavye“otiam 's own free act and deed. For assigning selection of architect per Section 1.03 Approved By: Sandra A. Drabik Director Department of Administrative Services A Abo Notary Pubic (ATEPUEN W. cRieFT Approved as to Form Only: BETTY D. MONTGOMERY Attorney General mrQulin PGi Jélie P. Emch Assistant Attorney General 3EXHIBIT "A" Description of the Work ‘The funds expended pursuant to this GRF Agreement shall be used and applied to pay the costs of architectural services associated with the Schematic Design phase of the overall Project, as more fully described in Article I, Section 2.3 of Exhibit "C" of this Agreement, Agreement for Professional Design Services.EXHIBIT "B" Current Estimated Total Cost of the Work ‘The current estimate for the architectural design fee for the Project is Three Million Six Hundred ‘Thousand Dollars ($3 600,000) and is itemized below and indicated in the Local Sponsor’s Capital Project Form. As indicated previously, this Agreement covers the costs associated with the Schematic Phase of the design process. Description S Amount % portion of total fee Schematic Design $ 500,000 14% Design Development $ 700,000 19% Construction Documents $ 1,800,000 50% Bidding Phase $200,000 6% Construction Phase $ 400,000 11% TOTAL: $ 3,600,000 100%EXBIBIT "C" AJE Agreement, AGREEMENT FOR PROFESSIONAL DESIGN SERVICES This Agreement for Professional Design servic! "Agreement"), made as of May , 1999, by and betwee: NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER (the *Preedom Center"), an Ohio nonprofit corporation, whose contact person shall be the Project Representative designated below or his or her euccessor, and BLACKBURN ARCHITECTS, INC., an Indiana corporation (the "Associate"), whose contact person and addr are set forth below. WHEREAS, the Department of Administrative Services (the sDepartment"), of the State of Ohio (the "state") has an interest in seeing that the Freedom Center expends appropriately funds appropriated by the State in connection with the Project and will administer a portion of the Project (the "Department’s Project and the Ohio Arts & Sports Facilities Commission (the "Commission") for the zt project -(the "Project"), the Commission being the state instrumentality through which General Revenue Funds have been. autborized for the Project: Project Name: Design of the National « Underground Railroad Freedom Center, Cin ati, Ohio Project Number ~| = Project Representative Ailelers ALELANDER ("Commission") Agency or Instrumentality: Ohio Art: ind Sports Facilities Commission Executive Director 10 West Broad Street Suite 2550 Columbus, Ohio 43215-3418 ("Department"), Project Administrator: ay Bi Address: ae treat aE Of Administrative Services General Services Division Office of the State Architect 4200 Surface Road Columbus, Ohio 43228-1395 ey("Associate") Associate: Blackburn Architects, Inc. Contact : Walter 8. Blackburn Address: 3500 DePauw Boulevard Suite 1090 Indianapolis, Indiana 46268 WHEREAS, the Freedom Center also intends to obtain construction management services from a firm that the Freedom Center will determine (the "Construction Manager"), the contact. person of which and address the Freedom Center will determine. WHEREAS, the Ohio General Assembly has appropriated, and may in the future appropriate, to the Commission funds for the Project more fully itemized in the applicable Controlling Board Request and the applicable office of Budget and Management Encumbrance; and WHEREAS, additional funds for the Project have been provided by the Freedom Center; WHEREAS, additional funds for paying the Associates fees have been provided by the City of Cincinnati, Ohio (the "City"); WHEREAS, unless adjusted as provided herein, all fees and reimbursable expenses payable to the Associate under this Agreement will not exceed Four Million Five Hundred Fifty-Five Thousand dollars ($4,455,000); and WHEREAS, the Associate desires, and is capable and licensed, to provide professional design services for the Project; NOW, THEREFORE, in consideration of the mutual promises herein contained, the Freedom Center and the Associate agree as follows: ARTICLE I. RESPONSIBILITIES OF ASSOCIATE 1.1 Associate's Services Lele Scope of Services; Avplicable Law. The Associate shall provide professional design services, including without limitation services customarily furnished in accordance with generally accepted architectural or engineering services, for the Project in accordance with the terms of this Agreement. ‘The Associate shall provide such services in accordance with the applicable Sections of the Ohio Revised Code and any applicable state rules and regulations, any applicable federal and local statutes, ordinances, rules and regulations, the applicable Announcement issued pursuant to the Associate’s Technical Proposal for the Project (the "Technical Proposal"). In addition, Architect must provide the services necessary or aaappropriate for the Freedom Center to comply with the requirements for submittals to the City of Cincinnati (the “city*) for Project design approval by the City pursuant to section 5 of a certain Funding Agreement between the Freedom Center and the City entered in 1998 (the "Funding Agreement") . Such work shall be included in Basic Services. 1.1.2 Construction Budget. The total amount available for the construction of the Project, including the services of Associate and Construction Manager, is Forty-Five Million Dollars ($45,000,000) (the "Construction Budget"). The Construction Budget includes a contingency of $4,500,000. The Freedom Center shall provide written notice to the Associate, the Commission and the Department of any change in the Construction Budget. It is recognized that neither the Freedom Center, the Associate, the Department nor the Commission have control over the cost of labor, materials or equipment, over Contractors’ methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Associate cannot and does not warrant or represent that bids or negotiated prices will not vary from the Construction Budget or from any estimate of cost or evaluation prepared by or agreed to by the Associate. 2.2.3 Timeliness; Standard of Care. The Associate shall perform the Associate's services in accordance with professional standards of skill, care and diligence in a timely manner in accordance with the Project Schedule and so that the Project shall be completed as expeditiously and economically as possible within the Construction Budget and in the best interests of the State and the Freedom Center. 1.1.4 Design Schedule. Within thirty (30) days after the execution hereof, the Associate shall submit for approval by the Freedom Center and the Department a Design Schedule for the performance of the Associate’s services which shall include allowances for reasonable periods of time required for the review and approval of items by the Commission and the Freedom Center and for approvals of governmental authorities having jurisdiction over the Project. Unless the Freedom Center or the Department, as the case may be, notifies the Associate of objections to the Design Schedule within thirty (30) days of receipt thereof, the Freedom Center or the Department, as the case may be, shall be deemed to have approved the Design Schedule. The Associate shall coordinate the Design Schedule with the Project Schedule and provide a copy of the Design Schedule, and any changes to it, to Construction Manager and the Commission. The Design Schedule, when approved by the Department and the Freedom Center, shall not be exceeded by the Associate without notice and adjustment of the Design Schedule approved by the Department and the Freedom Center. 1.2.5 Personnel. The identities of the principal persons, and the extent of their participation in, performing the -3-Associate's services set forth as in the Technical Proposal shall not be altered without the written consent of the Commission and the Freedom Center. 1.1.6 Non-Discrimination. The Associate represents that the Associate is in compliance with all applicable equal employment opportunity requirements under law, if required by Section 153.59 of the Ohio Revised Code or any other applicable state or federal law. 2.1.7 Consultants. The Associate may provide services through one or more consultants employed by the Associate (the Consultants"), provided, however, the Associate shall remain xesponsible to’ the Freedom Center, the Department and the Commission for all duties and obligations of the Associate under this Agreement. Unless waived or otherwise modified in writing by the Freedom Center and the Commission, upon written request of the Associate, no Consultant shall be retained upon terms inconsistent with this Agreement. The identity of any Consultant, and the extent of such Consultant’s participation in, performing the Associate’s services set forth as in the Technical Proposal shall not be altered without the consent of the Department . 1.1.8 Anti-Abuse of Drugs and Alcohol. The Associate shall make a good faith effort to ensure that no employee of the Associate will purchase, transfer, use or possess or be under the influence of alcohol or illegal drugs or abuse legally obtained drugs while on or about the Project. Except for the term "employee," terms in this Subparagraph are used as defined in Rule 123:1-76 of the Ohio Administrative Code. 1.1.9 Ethics. The Associate represents that it is familiar with all applicable ethics law requirements, including without limitation Sections 102.04 and 3517.13 of the Ohio Revised Code, and certifies that it is in compliance with such requirements. 1.1.10 Intentionally deleted. 1.1.11 Limitation of Authority. The Associate shall not have any authority to bind the Department, the Commission or the Freedom Center for the payment of any costs or expenses without the express written approval of the Department, the Commission or the Freedom Center, as applicable. The Associate shall have authority to act on behalf of the Department, the Commission and the Freedom Center only to the extent provided herein or, to the extent not inconsistent with this Agreement, in the Standard Conditions of Contract for Construction (the "Standard Conditions") published in January, 1999 by the Department, a copy of which the Associate represents and warrants that it has received and reviewed. The Associate’s authority to act on behalf of the Department, the Commission or the Freedom Centershall be modified only by an amendment in accordance with Subparagraph 9.5.2 of this Agreement. 1.1.12 | Approval or Disapproval of Associate’s Work. The Commission and the Department (each with respect to the Department Project Component only) and the Freedom Center shall have the right to reasonably disapprove any portion of the Associate's work on the Project, including, without limitation, any design work or documents or Drawings prepared by the Associate. In the event that any Phase of the Associate's work is disapproved by the Commission, the Department or the Freedom Center, the Associate shall proceed, when requested by the Commission, the Department or the Freedom Center, with revisions to the work, documents or Drawings prepared or performed for that Phase to attempt to satisfy the objections. The Associate acknowledges that any review or approval by the Commission, the Department or Freedom Center of any work, documents or Drawings prepared or performed by the Associate pursuant to this Agreement shall not relieve the Associate of the Associate’s responsibility to properly and timely perform such work and prepare such documents and Drawings. ARTICLE II. | SCOPE OF ASSOCIATE’S BASIC SERVICES 2.1 General 2.2.2 Basic Services to be provided by the Associate shall consist of the six (6) phases set forth in Paragraphs 2.2 through 2,7, both inclusive, and include, without limitation, normal architectural, civil, structural, mechanical, electrical, and landscape design and engineering services for the Project, any necessary signage and graphics and any services, if any, necessary to comply with the Percent for Arts Program under section 3379.10 of the Ohio Revised Code. 2.2 Bredesiqn Phase (Program Validation) 2.2.2 Program of Requirements. Freedom Center acknowledges that the Associate has provided a preliminary evaluation of the Preedom Center's Program of Requirements, schedule and budget requirements, including the Construction Budget, each in terms of the other and in terms of the Technical Proposal, to the Freedom Center and the Construction Manager. 2.2.2 Approved Program of Requirements and Revisions. The Freedom Center acknowledges that the Associate has prepared, dated and signed a revised Program of Requirements, obtained the Freedom Center’s approval thereof and signature thereon and delivered a copy of the signed, approved revised Program of Requirements to the Commission (the "Approved Program of Requirements"). If any changes or adjustments to the Approved Program of Requirements are desired at any time hereafter, the Associate, with the assistance of the Construction Manager, shall eteprepare a written amendment to the Approved Program of Requiremehts describing the changes or adjustments, obtain the Freedom Center's approval thereof and signature thereon and deliver the amendment to the Commission and the Department for review and consent. The consent of the Commission and the Department shall be limited to the Department Project Component once the Department Project Component has been identified. The Approved Program of Requirements, as amended from time to time, shall determine the Scope of the Project. 2.2.3 + The Associate acknowl that it has received payment in full for and agre the st ces provided described in paragraph 2.2 in the amount of $. The services described in paragraph 2.2 are deer part of Basic Services. 2.2 Schematic Design Phase (Preliminary Drawings) 2.3.1 Review and Consultation. The Associate shall provide any necessary further evaluation or refinement of the Approved Program of nts and the echedule and budget requirements to the Freedom Center and the Construction Manager, shall identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project and participace in consultations with such authorities and shall, for Zenovation or remodeling, investigate existing conditions and verify the accuracy of information provided by the Freedom Center about existing conditions, as reasonably necessary and practical. 2.3.2 Recommendationg and Costs. The Freedom Center anticipates that it will engage the services of Construction Manager during the Schematic Design Phage. Until the Freedom Center engages. the Construction Manager, (i) the Associate shall review site use and improvements and alternative approaches to selection of materials, building systems and equipment with the Freedom Center, and (ii) the Associate shall provide recommendations on constructability, availability of materials and labor, time requirements for construction and factors related to the cost of the Project including costs of alternative designs or materials, preliminary budgets and possible economies. 2.3.3 Intentionally deleted. i 2.3.4 Schematic-Desian Docunents. Based upon the current Approved Program of Requirements and the schedule and budget requirements, the Associate shall prepare Schematic Design Documents consisting of architectural drawings and other documents illustrating the scale of the Project and of the relationship of components of the Project to one another and of the Project to surrounding properti Upon completion of the Schematic Design Phase for each phase of the Project, the Associate shall provide six (6) copies of the Schematic Design Documents to (i) the Construction Manager, which shall submit . pee agithree (3) copies to each of the Commission and the Freedom Center for review and written approval unless a different number is provided in the Technical Proposal or by the Freedom Center in writing. The Associate shall revise the Schematic Design Documents to incorporate comments from the Freedom Center and the Commission and provide ten (10) copies of the revised Schematic Design Documents to the Freedom Center and the Construction Manager. 2.3.5 Preliminary Cost and Schedule Estimates. Upon completion of the Schematic Design Phase for each phase of the Project or appropriate portion thereof, the Associate shall assist the Construction Manager to prepare and submit a Statement of Probable Construction Cost based on current area volume and other unit costs and a Preliminary Project Schedule, which shall incorporate the Design Schedule, for approval of the Freedom Center. ‘The Associate and the Construction Manager shall review any difference between the Construction Budget and the Statement of Probable Construction Cost, identify reasons for any difference and recommend means to eliminate the difference, if necessary. The Associate, the Construction Manager and the Freedom Center shall agree upon the means to eliminate any difference between the Construction Budget and the Statement of Probable Construction Cost, and the Construction Manager shall prepare a report describing the agreed upon means. 2.3.6 Submittal _to Freedom Center. The Associate shall complete a Design Review Acceptance form, and shall submit it to the Construction Manager, which shali attach a copy of the Preliminary Project Schedule, the Statement of Probable Construction Cost and any report prepared pursuant to Subparagraph 2.3.5 to the form, obtain the Preedom Center’s approval of the form and attachments and signature on the form and deliver the form and attachments to the Commission for approval. The approval of the Commission shall be limited to the Department Project Component once the Department Project Component has been identified. 2.4 Des Phase (Basic Drawings! 2.4.2 Life Cycle Analysis. In accordance with Section 123.011 of the Ohio Revised Code and Rule 123:4 of the Ohio Administrative Code, the Construction Manager shall prepare and submit three (3) copies of a Life Cycle Cost Analysis to the Freedom Center (unless a different number is provided in the Technical Proposal or by the Freedom Center in writing) . 2.4.2 Design Development Documents. Based on the approved Schematic Design Documents, the current Approved Program of Requirements, the approved Statement of Probable Construction Cost and the approved Preliminary Project Schedule, the Associate shall prepare Design Development Documents consisting of drawings, outline specifications and other documents to £ix and eedescribe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials, and such other essential elements as may be appropriate. Upon completion of the Design Development Phase for each phase of the Project, the Associate shall provide three (3) copies of the Design Development Documents (unless a different number is provided in the Technical Proposal or by the Freedom Center in writing) to the Construction Manager, which shall submit three (3) copies of the Design Development Documents to the Freedom Center for review and written approval. The Associate shall revise the Design Development Documents to incorporate comments from the Freedom Center. 2.4.3 Cost Estimate and Project Schedule. Upon completion of the Design Development Phase for each phase of the Project or appropriate portion thereof, the Associate shall assist the Construction Manager to prepare and submit a Detailed Estimate of Construction Cost and a Project Schedule indicating milestone completion dates for approval by the Freedom Center. In establishing the Detailed Estimate of Construction Cost, the Associate shall assist the Construction Manager to include xeasonable contingencies for design, bidding and price escalation and determine in conjunction with the Freedom Center and the Construction Manager the materials, equipment, component systems and types of construction to be included in the Contract Documents. ‘The Associate and the Construction Manager shall review any difference between the Construction Budget or the Statement of Probable Construction Cost and the Detailed Estimate of Construction Cost, identify reasons for any difference and recommend means to eliminate the difference, if necessary. The Associate, the Construction Manager and the Freedom Center shall agree upon the means to eliminate any difference between the Construction Budget and the Detailed Estimate of Construction Cost, and the Construction Manager shall prepare a report describing the agreed upon means. The Associate and the Construction Manager shall review any differences between the Preliminary Project Schedule and the Project Schedule, identify reasons for the differences and recommend whether the differences should be eliminated and, if necessary, means to eliminate the differences. If the Associate, the Construction Manager and the Freedom Center agree to eliminate any such differences, the Construction Manager shall prepare a report describing the agreed upon means. The Associate, the Construction Manager and the Preedom Center shall make any necessary amendments to the Approved Program of Requirements in accordance with Subparagraph 2.2.2. 2.4.4 Submittal to Freedom Center, Commission and Department. The Associate shall complete a Design Review Acceptance form and submit it to the Construction Manager, who shall attach a copy of the Project Schedule, the Detailed gstimate of Construction Cost and any report prepared pursuant to Subparagraph 2.4.3 to the form, obtain the Freedom Center's approval of the form andattachments and signature on the form and deliver the form and attachments to the Commission for approval. The approval of the Commission shall be limited to the Department Project Component once the Department Project Component has been identified. 2.5 Construction Documents Phase (Construction Drawings and Specifications) 2.5.1 Drawings and Specifications. Based on the Scope of work prepared by the Construction Manager, the current, approved Design Development Documents, approved Detailed Estimate of Construction Cost and approved Project Schedule and any further revisions to the Approved Program of Requirements, the Associate shall prepare, for approval by the Preedom Center and, to the extent applicable to the Department Project Component, the Department and the Commission, Drawings and Specifications setting forth in detail the requirements for the construction of the Project. With the consent of the Freedom Center, and, to the extent applicable to the Department Project Component, the Department and the Commission, the Associate shall include Alternates in the Contract Documents. The Drawings and Specifications shall encourage competition, shall provide for construction by multiple prime contractors and shall be reasonably complete and unambiguous and in accordance with all applicable federal, state and local codes, ordinances, statutes, laws, regulations, except to the extent stated otherwise in writing by the Associate for necessary variances and waivers at the time of submission thereof by the Associate to the Freedom Center and, to the extent applicable to the Department Project Component, the Department and the Commission, for approval and to any Contractor for bidding or negotiation, as applicable. in preparing the Drawings and Specifications, the Associate shall consider general market conditions, including without limitation, any analysis of labor provided by the Construction Manager. The Associate shall not amend the Standard Conditions except by Special Conditions approved by the Freedom Center and, to the extent applicable to the Department Project Component, the Department and the Commission (hereinafter, the term "as applicable," in reference to the Department or the Commission, shall mean "to the extent applicable to the Department Project Component") in writing. From time to time, the Associate shall make any necessary revisions to the Drawings and Specifications. Upon completion of the Construction Documents Phase for each phase of the Project, the Associate shall provide eight (8) copies of the Drawings and Specifications to the Construction Manager, who shall submit three (3) copies to the Freedom Center, and two (2) copies to the Commission, and two (2) copies of the Construction Documents only to the Department for review and approval, as applicable. The Associate shall revise the Drawings and Specifications to incorporate comments from the Commission, the Freedom Center and the Department, and shall provide three (3) copies of the revised Drawings and Specifications to each ofthe Construction Manager and the Commission two (2) copies of the revised Drawings and Specifications to the Department. 2.5.2 Revisions to Cost Estimate and Project Schedule. The Associate shall inform the Construction Manager and the Freedom Center and, to the extent applicable to the Department Project Component, the Department and the Commission, of the need for any changes in Project requirements or in construction materials, systems or equipment as the Drawings and Specifications are developed and of the need for any adjustments in the Detailed Estimate of Construction Cost and the Project Schedule. Upon approval of the Freedom Center and, to the extent applicable to the Department Project Component, the Department and the Commission, of any such changes or adjustments, the Associate shall assist the Construction Manager to prepare a revised Detailed Estimate of Construction Cost or a revised Project Schedule, as applicable, incorporating such changes or adjustments. In addition, the Associate shall assist the Construction Manager to include in the Project Schedule milestone completion requirements. The Associate shall complete a Design Review Acceptance form and submit it to the Construction Manager, who shall attach a copy of the revised Detailed Estimate of Construction Cost or the revised Project Schedule, as applicable, obtain the Freedom Center’s signature thereon and deliver the form and attachments to the Department and the Commission for approval of those portions of the form and attachments that pertain to the Department Project Component. 2.5.3 Bidding Documents. The Associate shall assist the Freedom Center, the Construction Manager and, to the extent pertaining to the Department Project Component, the Department, in the preparation of documents necessary for bidding of Contracts, including without limitation bidding information and instructions, estimates of cost, Notices to Bidders, Bid Forms and Special Conditions. 2.5.4 Government Approvals. In cooperation with the Construction Manager, the Associate shall submit to the Division of Code Compliance of the Department of Commerce of the State (the "Division") and to the Department of Buildings and Inspections of the City of Cincinnati ("DBI"), if required by the Freedom Center, such sets of the Drawings and Specifications as the Division and DBI may require for approval, together with any necessary completed applications and all required fees. The Associate, with the assistance of the Construction Manager, shall secure any necessary National Pollution Discharge Elimination System Storm Water General Permit by submitting a notice of intent application form to the Ohio Environmental Protection Agency at least forty-five (45) days prior to the commencement of the Construction Phase, shall prepare and certify a storm water pollution prevention plan to provide sediment and erosion controls at the Project and shall prepare and process the required notice of termination prior to Contract Completion. In - 10 -addition, the Associate, in cooperation with the Construction Manager, shall assist the Freedom Center, and the Department, to the extent applicable to the Department Project Component, - imcluding without limitation, by provision of technical criteria, provision of written descriptions and design data and consultations with appropriate officials in connection with filing of documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5.5 Additional Filings. Upon appraising the Division and DBI of the Construction Document Drawings and Specifications, the Associate shall obtain four (4) sets of corrected copies of the Drawings and specifications bearing approval stamps of the Division and DBI. The Associate shall distribute such corrected copies as follows: (a) One set to the Freedom Center, {b) One set to the Commission, (c) One set to the Construction Manager, (d) One set retained by the Associate, and (e) One set to the Department attached to a completed Design Review Acceptance form with the Freedom Center’s approval of the form and signature thereon. In addition, the Associate shall file any Drawings and Specifications necessary for the approval of any other governmental authority which has jurisdiction over the Project. 2.6 or Neqot: n_ Phase in Recommendation] 2.6.1 Obtaining Bids. The Associate shall render interpretations and clarifications of the Contract Documents in Addenda. 2.6.2 Prebid Conferences. The Construction Manager, with the assistance of the Associate, shall conduct prebid conferences with prospective Bidders to familiarize Bidders with the Contract Documents, any special requirements of the Contract Documents and prevailing wage requirements. The Associate shall prepare and submit Addenda to the Construction Manager to respond to all questions at prebid conferences in writing. The Associate shall also prepare and submit Addenda to the Construction Manager by means of Addenda which include minutes of the prebid conferences prepared by the Construction Manager. 2.6.3 Bid Packages. The Associate, upon request of the Construction Manager, shall assist the Construction Manager to obtain all necessary prevailing wage determinations and to assemble the Contract Documents in the appropriate packages. -1-2.6.4 Bid Review. The Construction Manager, with the assistance of the Associate, shall review all bids received for responsiveness, participate in investigating the responsibility of Bidders and deliver a written recommendation to the Freedom Center and, to the extent applicable to the Department Project Component, the Department, about the award of, or rejection of, any bid or bids for each Contract for the Project in accordance with applicable law. In making the recommendation, the Associate shall evaluate all applicable Alternates referenced in the Contract Documents. 2.6.5 Bid Substitutions. substitutions contained in the bid of any Bidder shall not be considered by the Associate in recommending the award of any Contract. 2.6.6 Preaward Conferences. The Construction Manager, with the assistance of the Associate, shall conduct preaward conferences with apparently successful Bidders and shall gather documentation for contract execution from such Bidders. 2.6.7 Subcontractor and Material Supplier Review. The Associate, based upon review of the Contract Documents, any past experience and reasonable inquiry, shall participate in investigating any Subcontractor or Material Supplier proposed by any Contractor and recommend approval or disapproval in accordance with the Standard Conditions. 2.6.8 Over Budget Options. If the Construction Budget is exceeded by the total of the lowest responsive and responsible bids and any legally negotiated prices for the Project, the Preedom Center may, provided that the Department concurs, at its option (1) approve in writing an increase in the Construction Budget; (2) authorize rebidding or renegotiation for some or all parts of the Project within a reasonable time without an increase in the Construction Budget; (3) abandon the Project, in whole or in part, and terminate the employment of the Associate under this Agreement in accordance with Subparagraph 8.1.1; or (4) cooperate in the revision of the Scope of the Project as defined in Subparagraph 2.2.2 to reduce the actual cost of construction to the Construction Budget. If the Freedom Center, with the concurrence of the Department, adopts option (1) and such increase in the Construction Budget is more than ten percent (10%), the Associate may request, in writing, an adjustment to the Basic Fee in accordance with Subparagraph 5.4.5. I£ the Freedom Center adopts options (2), (3] or (4), the Associate shall modify the Approved Program of Requirements, the Project Schedule and the Contract Documents and cooperate in any necessary bidding or negotiation without additional charge. 2.6.9 Further Revisions to Cost Estimate and Project Schedule. If necessary, the Associate shall inform the Construction Manager, the Freedom Center, and, to the extent applicable to the Department Project Component, the Department, 12 -of the need for any adjustments in the Detailed Estimate of Construction Cost and the Project Schedule. Upon approval of the Freedom Center of any such adjustments, provided that the Department concurs with respect to any adjustments regarding the Department Project Component, the Associate shall assist the Construction Manager to prepare a revised Detailed Estimate of Construction Cost or a revised Project Schedule, as applicable, incorporating such adjustments and deliver the revised Detailed Estimate of Construction Cost or Project Schedule to the Freedom Center. 2.7 Construction Administration of 2.7.2 Duration; Extent, Access. The Construction Phase will commence with the award of a Contract for the Project to a Contractor and will terminate upon Final Acceptance of the Project by the Freedom Center and the Department Project Component by the Department. The Associate shall provide its services during the Construction Phase to the Freedom Center, and, to the extent pertaining to the Department Project Component, the Department, in accordance with the Standard Conditions as in effect as of the date of this Agreement. The Associate shall at all times have access to the Project whenever any Work is in preparation or in progress. 2.7.2 Interpretations. The Associate shall render interpretations necessary for the proper execution or progress of the Work on the Project. All interpretations shall be in writing, shall be consistent with the intent of and reasonably inferable from the Construction Drawings and Specifications and shall be delivered to the Freedom Center, to the extent applicable to the Department Project Component, the Department, and each applicable Contractor. 2.7.3 Intentionally deleted. 2.7.4 Site Visits. The Associate and appropriate Consultants shall visit the Project at appropriate intervals, or at such intervals as the Associate and the Freedom Center agree, to review the Work of each Contractor for Defective Work, to become familiar with the progress and quality of the Work on the Project and to determine if the Work is proceeding in conformity with the Contract Documents. Such visits shall specifically include, without limitation, those listed in the Technical Proposal, observation of large excavations, observation of footings during placement of concrete and observation of masonry work, structural steel erection, roofing work and interior finishes. In all events, the Associate and appropriate Consultants shall be on the site of the Project for such purposes not less than four hours per week whenever any Work is in preparation or progress, unless otherwise expressly provided in writing by the Freedom Center. If the Associate shall become aware, either through such visits or otherwise of any Defective Work on the Project, the Associate 13 -shall report all Defective Work to the Construction Manager, the Freedom Center and, as applicable, the Department, together with recommendations for the correction thereof. 2.7.5 Intentionally deleted. 2.7.6 Construction Schedule. The Associate shall review and approve for conformance with the Contract Documents the Construction Schedule. The Associate shall periodically inform the Construction Manager, the Freedom Center, and, as applicable, the Department and the Commission, of the need to update the Project Schedule as required to show current conditions, including without limitation, to conform to the Construction Schedule, as updated from time to time. If such conditions indicate that milestone completion dates shown on the Project Schedule may not be met, the Associate shall recommend corrective action to the Construction Manager, the Freedom Center, and, as applicable, the Department and the Commission, and carry out the dixections of the Freedom Center, and, as applicable, the Department and the Commission, so that the milestone completion dates may be met, unless the Freedom Center agrees in writing to revise the milestone completion dates. Whenever the Project Schedule is revised or updated as provided in this Subparagraph, the Associate shall assist the Construction Manager to prepare a revised Project Schedule and deliver the revised Project Schedule to the Freedom Center, and, as applicable, the Department and the Commission. 2.7.7 Meetings. The Associate shall participate in preconstruction, progress, quality control and special meetings with the Construction Manager, the Freedom Center, the Commission and, as applicable, the Department, appropriate Consultants, the Contractors and any other parties involved in the Project to discuss such matters as procedures, progress, problems and scheduling. The Associate shall participate in partnering meetings with the Construction Manager, the Freedom Center, the Department, the Commission, appropriate Consultants, the Contractors and other parties involved in the Project. 2.7.8 Tests; Inspections. The Associate shall assist the Construction Manager, at the request of Construction Manager, to advise and consult with the Freedom Center and, as applicable to the Department Project Component, the Department, during the Construction Phase as to the need for any special testing, inspections or approval of Work on the Project. The Construction Manager shall notify the appropriate Contractor in writing to order any necessary special testing, inspections or approval of Work on the Project, or the Associate may make the arrangements for same. The Construction Manager’ shall report to the Freedom Center and, as applicable, the Department, any failure of the Contractor to provide such testing, inspections or approval within thirty (30) days of the notice to the Contractor. The Construction Manager must arrange for reimbursement from the - 14 -Contractor in case the Contractor is ultimately responsible to pay the costs of such testing, inspections or approval as provided in the Standard Conditions. If the Contractor is not ultimately responsible to pay such costs, the Construction Manager shall be reimbursed for such costs. 2.7.9 Submittal Review. As provided in the Standard Conditions, the Associate shall review and approve or take other appropriate action upon Contractor submittals such as Shop Drawings, Product Data and Samples, for conformity with the Contract Documents and shall review drawings, calculations and designs required of Contractors and provided with such submittals (except calculations and designs of manufacturers of original equipment and systems to be installed in the Project and except calculations and designs which the Contract Documents expressly make the sole responsibility of one or more Contractors, Subcontractors, Material Suppliers or other persons). 2.7.10 Bulletins; Certain Change Orders. The Associate, upon request of Construction Manager, shall assist the Construction Manager to prepare Bulletins and other necessary documentation seeking Proposals from Contractors for changes in the Work. The Construction Manager shall keep a log of all requests for information, Field Work Orders, Bulletins, Contractor Proposals and Change Orders. The Associate shall, upon request of Construction Manager, assist the Construction Manager to prepare Change Orders and any necessary Drawings, Specifications and other documents and supporting data for Change Orders which result from an error or omission of the Associate or a Consultant as shown by the Change Order form. 2.7.11 ‘Intentionally deleted. Pre are Contractor Payments. Based upon the Associate's review of the applicable Work and evaluations of the applicable Contractor's Applications for Payment, the Associate shall review and recommend approval, modification or rejection of the amounts shown on such Applications as being due to the applicable Contractor in accordance with the Contract Documents. Each Application for Payment shall be signed by the Associate and delivered to the Construction Manager, the Freedom Center and, as applicable, the Department. 2.7.13 Partial Occupancy. The Associate shall assist the Freedom Center and, as applicable, the Department, in determining dates of Partial Occupancy of the Work or portions thereof designated by the Freedom Center and shall assist in obtaining any necessary certificate from any applicable government authority. The Associate shall prepare lists of incomplete or unsatisfactory Work and submit them to the Construction Manager. 2.7.14 Contract Closeout. Upon receipt of a Contractor's Punch List, the Construction Manager shall provide written notice 15 -to the Freedom Center and, as applicable, the Department, that the Work is ready for Final Inspection. The Construction Manager shall assist the Associate to conduct the Final Inspection. Tf applicable, the Associate shall prepare an Associate’s Punch List and transmit to the Construction Manager, the Freedom Center and, as applicable, the Department, any affidavits and turn over to the Freedom Center any keys, manuals and the originals of any guarantees, warranties, releases, bonds and waivers. The Associate shall transmit a copy of any guarantees, warranties, releases, bonds and waivers in its possession to the Freedom Center. 2.7.15 Contractor Claims. The Associate, upon request from Construction Manager, shall review and analyze claims from Contractors for additional compensation and equitable adjustment of compensation, and shall deliver a written recommendation to the Freedom Center and, as applicable to the Department Project Component, the Department, about each claim and attend any dispute resolution meetings convened by the Freedom Center or, as applicable to the Department Project Component, the Department, related to each claim. 2.7.16 Record Drawings. Based on marked-up prints, drawings or data provided by the Contractors and the As Built drawings sent by the Construction Manager, the Associate shall furnish (i) to the Preedom Center one (1) set of Record Drawings in the form of reproducible Drawings correctly marked to show the Project as completed in the form of mylar tracings, one (1) set of all other Contract Documents showing the Project as completed in the form of paper documents and one (1) set of all Contract Documents showing the Project as completed on a computer medium approved by the Freedom Center, and (ii) to the Commission one set of Contract Documents showing the Project completed on a computer medium approved by the Commission. The Record Drawings, to the best of the Associate’s knowledge based upon the As-Built Drawings delivered to the Associate by the Contractors and the Associate‘s observations during the progress of the Project, shall detail the actual construction of the Project and contain such annotations by the Associate as may be necessary for someone unfamiliar with the Project to understand the changes that were made to the original Drawings. 2.7.17 Contractor Responsibilities. The Associate shall not be responsible for and shall not have control or charge of construction means, methods, techniques, sequences, procedures or scheduling used by a Contractor to comply with the Contractor's obligations under its Contract for the Project or for safety precautions and programs in connection with the Work on the Project. The Associate shall not be responsible for or have control or charge over the acts or omissions of Contractors or Subcontractors or any of their agents or employees, or any other persons performing any Work on the Project. avesARTICLE III ADDITIONAL SERVICES 3.1 General 3.1 The following services are not included in Basic Services and shall be provided only if identified in the Technical Proposal and approved by the Freedom Center, and to the extent applicable to the Department Project Component, the Department. The following services shall be paid for as provided in this Agreement in addition to the compensation for Basic i Services; provided, however, the Associate shall not be compensated for any of the following services made necessary by the act or omission of the Associate or any Consultant. Unless waived in writing by the Freedom Center or the Department, with respect to Additional Services related to the Department Project Component, written authorization to provide Additional services must be obtained prior to providing the Additional Services. The Associate shall notify the Freedom Center and obtain the written authorization of the Freedom Center, and, with respect to Additional Services pertaining to the Department Project Component, the Department, prior to performing any Additional Services. 3.1.2 Specialized Services. Providing specialized design and engineering services, including without limitation such services for acoustics, computers, communications, fixtures, furnishings and equipment. 3.1.3 Additional On-Site Services. Providing administration or observation of construction beyond those services to be provided as Basic Services pursuant to Subparagraph 2.7.4. 3.1.4 Change orders. Preparing Drawings, Specifications and other documents and supporting data in connection with Change Orders beyond those services to be provided as Basic Services pursuant to Subparagraph 2.7.10. 3.2.5 Partnering and Scheduling Consultant. Serving as a partnering or construction scheduling consultant. 3.1.6 Perspect: 1s, Renderings. Preparing professional perspectives, models or renderings which are not otherwise useful or necessary to the Associate in the provision of Basic Services hereunder at the written request of the Freedom Center. 3.1.7 Grant Applications. Preparing applications and supporting documents for governmental grants, loans or advances. 3.1.8 Special Studies. Providing planning, site evaluations, environmental studies, or comparative studies of prospective sites, and preparing special surveys, studies and submissions -17-required for approval of governmental authorities or others having jurisdiction over the Project. 3.1.9 Surveys. Providing surveying services including land surveys and rights-of-way studies. 3.1.10 Investigation of Conditions for New Construction. Providing services for new construction to investigate existing conditions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the Preedom Center. 3.1.11 Constructability and Cost Analyses. Preparing analyses of the construction feasibility of the Project or of owning and operating costs or preparing detailed quantity surveys or inventories of material, equipment and labor beyond those services to be provided as Basic Services. 3.1.12 Off-Site Services. Providing planning or design services for off-site utilities which are not adjacent to the Project, building connections or roadways. 3.1.13. Certain Revisions. Making revisions in Drawings, Specifications or other Contract Documents when such revisions are inconsistent with written approvals or instructions previously given or are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents . 3.1.14 Replacement Work. Providing consultation concerning replacement of any Work on the Project damaged by fire, casualty or other cause not due to, negligence of the Associate or any Consultant and furnishing services as may be required in connection with the replacement of such Work. 3.1.15 Contractor Default. Providing services made necessary by the negligence of Contractor or default by Contractor in the performance of such Contractor’s obligations under the Contract Documents. 3.1.16 Additional Documents. Preparing more than the sets of Contract Documents required as Basic Services pursuant to Subparagraphs 2.5.1, 2.6.3 and 2.6.8. ARTICLE IV. | RESPONSIBILITIES OF THE FREEDOM CENTER 4.1 Required Actions. The Freedom Center, and, as applicable, the Department and the Commission, shall review, approve or take such actions as are required of them by this Agreement, the Contract Documents and applicable law in a reasonable and timely manner. - 18 -4.2 Instructions to Contractors. The Freedom Center shall transmit all instructions of the Freedom Center and, as applicable to the Department Project Component, the Department, to Contractors through, or in consultation with, the Construction Manager, with notice to the Associate. 4.3 Preedom Center’s Requirements. The Freedom Center shall provide full information regarding its requirements for the Project including without limitation the Program of Requirements, the Construction Manager's Technical Proposal, any agreement related to the Project, design and construction standards and work tules which shall’ set forth the Freedom Center's use, design, time and financial objectives, constraints and criteria, including space requirements and relationships, flexibility and expendability, time constraints imposed by fiscal and budgetary considerations, special equipment and systems and site requirements. 4.4 Project Representative. The Freedom Center, and, as applicable to the Department Project Component, the Department, shall designate a Project Representative, i.e., a person authorized to act on behalf of the Freedom Center and of the Department, respectively, with respect to the Project to the extent provided in the Contract Documents. If the Freedom Center or the Department changes their respective Project Representatives, the Freedom Center or the Department, as the case may be, shall promptly notify the Associate, and the Freedom Center or the Department, as the case may be, in writing. 4,5 site Description. If reasonably requested by the Associate necessary for the Project, the Freedom Center shall furnish a legal description and a certified land survey of the Project site, giving as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and complete data pertaining to existing building, other improvements and trees; and full information concerning available service and utility lines both public and private, above and below grade, including inverts and depths. The Associate shall be entitled to xely upon the accuracy and completeness of information provided by the Preedom Center under this Paragraph. 4.6 Notice to Associate. If the Freedom Center, and, as applicable, the Department, observes or otherwise becomes aware of any Defective Work or other fault or defect in the Project, prompt notice thereof shall be given to the Associate. 4.7 Legal Representation. Neither the Freedom Center, the Commission nor the Department shall be responsible to provide, or pay for, any legal representation of the Associate. -19-ARTICLE V. COMPENSATION 5.1 Direct Personnel Expense. Direct Personnel Expense shall mean the portion of direct salaries and wages of all personnel of the Associate or any Consultants, as applicable, including professional, technical, management, administrative and clerical employees, and principals engaged on the Project related to their time devoted to the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto such as employment taxes and other statutory employee benefits, social security contributions, insurance, sick leave, holidays, vacations, pension and profit sharing pursuant to plans qualified under federal law and similar benefits related to their time devoted to the Project. Direct Personnel Expense shall not include any bonus or plan or arrangement related to the Associate's performance or profit from the Project. 5.2 le Expe: 5.2.1 Definition. Reimbursable Expenses means actual expenditures incurred by the Associate or its Consultants in the interest of the Project approved by the Freedom Center for reproduction of Construction Documents for distribution to Bidders, building permits, soil or other testing or special inspections and, if requested by the Freedom Center, Project Professional Liability Insurance and reformatting Project Record Submittals to a computer medium different than a computer medium used by the Associate. No other expenditures shall be Reimbursable Expenses unless so provided in an amendment in accordance with Subparagraph 9.5.2. 5.2.2 Limits. The Associate shall use its best efforts to minimize Reimbursable Expenses. In all events, total Reimbursable Expenses shall not exceed Four Hundred Five Thousand Dollars ($405,000), without the written approval of the Freedom Center and an amendment in accordance with Subparagraph 9.5.2. 5.3 Basis of Compensation 5.3.1 Basic Fee. For Basic Services provided by the Associate and all Consultants, the Freedom Center shall pay the Associate a Basic Fee in accordance with Paragraph 5.4 hereof in the amount equal to Four Million Fifty Thousand Dollars ($4,050,000). Associate acknowledges that payment received by it for its work done as provided in paragraph 2.2 is a payment on account of Basic Fee. A change in the Basic Fee may be made only by an amendment in accordance with Subparagraph 9.5.2. 5.3.2 Additional Fees. For Additional Services provided by the Associate and any Consultants in accordance with Article III, the Freedom Center shall pay the Associate Additional Fees in an amount negotiated to the mutual reasonable satisfaction of the Preedom Center and the Associate, but in no event shall such = 20 -Additional Pees exceed two and one-half (2.5) times the Direct Personnel Expense incurred by the Associate and any applicable Additional Services and any Additional Fees may be approved only by an amendment in accordance with Subparagraph 9.5.2. Prior to performing any Additional Services for which an amendment is Fequired, the Associate shall notify the Freedom Center in writing.’ The Associate, with the prior written consent of the Preedom Center, may provide Additional services through one or more Consultants. $.3.3 Extent of Basic Fee. The Associate's Basic Fee includes all compensation for Basic Services, including without limitation, for salaries or other compensation of the Associate's employees at the principal office, branch offices and the field office, general operating expenses of the Associate's principal office, branch offices and the field office, any part of the Associate‘s capital expenses, including interest on the Associate's capita) employed for the Project, overhead or expenses of any kind, except Reimbursable Expense: incurred due to the negligence of the Associat general advertising, federal other taxes, state franchi membership in trade, busine: ate or local income, sal taxes and qualification f or professional organizations. 5.3 Total Compensation. ‘The total compensation of the Associate and all Consultants shall consist of the Basic Fee, any Additional Fees and Reimbursable Expenses. 5-4 Method snd Terms of Payment 5.452 Basic-Fee. Payment of the Basic Fee not previously paid shall be made monthly in proportion to services performed in gach Phase in accordance with the following percentages of the Basic Fee: Schematic ign Phase 4 15% Design Development Phase 20% Construction Documents Phase h 35% Bidding or Negotiation Phase 5¥ Construction Phase 20% Project Closeout + mae St Any balance of the final 5% of the Basic Fee shall be paid upon Project Closeout as follows: one-half after preparation of all Punch-Lists and one-half after completion of all Punch-List items to the reasonable satigfaction of the Freedom Center and receipt of Project Record Submittals by the Freedom Center as provided in this Agreement. The Freedom Center may waive the withholding of any final balance or part thereof, if Associate has performed to the reasonable satisfaction of the Freedom Center. Payment of fhe last twenty percent (20%) of the Basic Fee for the Predesign - 21 -Phase, the Schematic Design Phase, the Design Development Phase, the Construction Documents Phase, and the Bidding or Negotiation Phase shall be made only after all documents and Drawings required for the respective Phase have been submitted to the Freedom Center, in form and substance satisfactory to the Freedom Center, The Basic Fee, including without limitation the final 5¥ thereof, shall be subject to all setoffs in favor of the Freedom Center for claims against the Associate. Payments for Basic Services shall be based upon a properly completed Associate’s Pay Request and shall be made within the applicable time limits provided by Section 126.30 of the Ohio Revised Code. 5.4.2 Additional Fees: Reimbursable Expenses. Payments of Additional Fees for Additional Services in accordance with Article III and Subparagraph 5.3.2 and for Reimbursable Expenses as set forth in Paragraph 5.2 shall be made monthly based upon services performed or expenses incurred, as applicable, and as shown by a properly completed Associate's Pay Request. 5.4.3 Payments by Associate. Within ten (10) business days of receipt of payment made pursuant to this Agreement, the Associate shall pay all portions thereof due to Consultants and to persons who provided items the expenses of which are Reimbursable Expenses. 5.4.4 Compensation for Extension of Project Time. If the Associate notifies the Freedom Center not less than thirty (30) days prior to the time for completion of the Project set by the Project Schedule approved pursuant to Subparagraph 2.4.4, that such time for completion is reasonably expected to be exceeded by more than sixty (60) days from the date required for completion of the Project according to the Project Schedule approved by the Preedom Center, through no fault of the Associate, the compensation, if any, for Basic Services to be rendered during such extended period shall be negotiated to the mutual reasonable satisfaction of the Freedom Center and the Associate. It as a result of such negotiation, the Freedom Center agrees that the Associate shall be paid additional compensation, an amendment to that effect shall be executed in accordance with Subparagraph 9.5.2 before the Associate renders any services made necessary by such extension of the time of completion, unless otherwise agreed in writing by the Freedom Center. The Freedom Center and Associate acknowledge and agree that delays resulting from the necessity to obtain approval of the City, the Commission or the Department, in addition to the Freedom Center, are delays that are not the fault of Associate unless the necessity to obtain such approval results from the failure of Associate to perform its obligations hereunder when due. 5.4.5 Compensation for Change of or Construction Budget. The Scope of the Project is defined by the Approved Program of Requirements as provided in subparagraph 2.2.2. The Construction Budget is defined in Subparagraph 1.1.2. = 22+If the Freedom Center materially changes the Scope of the Project after the Schematic Design Phase or the Construction Budget at any time after the execution of this Agreement through no fault of the Associate, any necessary adjustment in the compensation of the Associate shall be negotiated to the mutual reasonable satisfaction of the Freedom Center and the Associate. If, as the result of such negotiation, the Freedom Center agrees that the Associate shall be paid additional compensation, an amendment to that effect shall be executed in accordance with subparagraph 9.5.2 before the Associate renders any services made necessary by such change in the Scope of the Project or the Construction Budget, unless otherwise agreed in writing by the Freedom Center. The Associate shall notify the Freedom Center in writing of any change in the Scope of the Project or the Construction Budget necessitated by instructions of the Construction Manager or the Freedom Center to the Associate or any Contractor. ARTICLE VI. | INSURANCE AND INDEMNIFICATION 6.1 Insurance 6.2.1 Casualty Insurance. Except when a modification is xequested in writing by the Associate and approved in writing by the Freedom Center, the Associate shall carry and maintain at the Associate's cost, with companies authorized to do bu: Ohio, all necessary liability insurance (which shall include as a minimum the requirements set forth below) during the term of this Agreement : a. Workers’ Compensation and employer's liability insurance to the full extent as required by applicable law; b. Commercial general liability coverage for bodily injury and property damage, including limited contractual liability coverage, in not less than the following amount: i. General Aggregate Limit: $2,000,000 each occurrence; ii. Each Occurrence Limit: $1,000,000 each occurrence; and c. Commercial automobile liability coverage, including non-owned and hired, in an amount not less than $1,000,000. 6.1.2 Project Professional Liability Insurance. For all Projects with a Construction Budget of $5,000,000 or more, the Associate shall, in consultation with the Freedom Center, obtain proposals for project specific professional liability insurance to cover the Associate, any Consultants and Construction Manager -~ 23 -("Project Professional Liability Insurance") in an amount of not less than $2,000,000. The term of coverage of such insurance will include the design period, the construction period and a period of no less than two (2) years after the Contract Completion. 6.1.3 Professional Liability Insurance. When the Freedom Center does not elect to procure Project Professional Liability Insurance, and subject to the Freedom Center’s waiver or modification of Professional Liability Insurance upon written request of the Associate, the Associate shall maintain insurance to protect against claims arising from the performance of the Associate's services caused by any negligent acts, errors or omissions for which the Associate is legally liable ("Professional Liability Insurance"). Except when a waiver is approved by the Freedom Center upon written request of the Associate, such Professional Liability Insurance shall be in an amount not less than $2,000,000 per claim and in the annual aggregate. The Associate shall endeavor to keep such insurance in effect for so long as the Associate may be held liable for its performance of services for the Project. If the Professional Liability Insurance is written on a claims-made basis, such insurance shall have a retroactive date no later than the date on which the Associate commenced to perform services relating to the Project, The insurance company issuing the Professional Liability Insurance policy must be authorized to do business in Ohio and have a rating of at least A VII status as noted in the most recent edition of the Best's Insurance Reports. 6.1.4 Certificates. The Associate shall provide the Freedom Center and the Department with certificates of insurance evidencing the required coverages and amounts, including without limitation any certificates of renewal of insurance. The certificates of insurance shall contain a provision that the policy or policies will not be canceled without thirty (30) days’ prior written notice to the Freedom Center. 6.2 Indemnification 6.2.1 Indemnification by Associate Generally. To the fullest extent permitted by law, the Associate shall and does agree to indemify and hold harmless the Freedom Center, the Department, the Commission and their members, officers, employees and representatives from and against all claims, damages, losses, liens, causes of action, suits, judgments and expenses (including attorney's fees and other costs of defense), of any nature, kind or description, which (a) arise out or are caused by or result from performance of the Associate’s services hereunder and (b) are attributable to bodily injury, personal injury, sickness, disease or death of any person, or to damage to or destruction of property, including the loss of use and consequential damages resulting therefrom, but (c) only to the extent that they are caused by any negligent acts, errors or omissions of the - 24 -Associate, anyone directly or indirectly employed by the Associate or anyone for whose acts the Associate is legally liable. ‘This subparagraph is intended to be, and shall be construed as consistent with, and not in conflict with, Section 2305.31 of the Ohio Revised Code. 6.2.2 Intellectual Property Indemnification, To the fullest extent permitted by law, the Associate shall and does agree to indemnify and hold harmless the Freedom Center, the Department, the Commission and their members, officers, employees and representatives from and against all claims, damages, losses, liens, causes of action, suits, judgements and expenses (including attorney's fees and other costs of defense), of any nature, kind or description, which result from any claimed infringement of any copyright, patent or other intangible property right caused by the Associate, anyone directly or indirectly employed by the Associate or anyone for whose acts the Associate is legally liable. The Associate shall not be required to indemnify and hold harmless such persons for such matters when the claimed infringement occurs in materials provided by the Preedom Center, the Department or the Commission. ARTICLE VII. DISPUTE RESOLUTION PROVISIONS 7.1 Mediation. Instead of, or in addition to, the procedures set forth below, (a) the Freedom Center and the Associate, (b} the Commission and/or the Department and the Associate, in the case of dispute involving the Department Project Component, may, by written agreement, submit any claims, requests, disputes or matters in question between or among them to mediation upon such terms as shall be mutually reasonably agreeable. If (i) the Freedom Center and the Associate or (ii) the Commission and/or the Department and the Associate, in the case of a dispute involving the Department Project Component, do not agree to mediation with respect to a dispute between them, no mediation between them shall be required. 1.2 ice and Filing of ts. Any request by the Associate for additional fees or expenses shall be made in writing to the Freedom Center and filed prior to payment of the final 5% of the Basic Fee. Failure of the Associate timely to make such a request, or failure of the Associate to notify the Freedom Center of the basis for such a request prior to performing the activities or services that are the basis for the request as required in this Agreement, shall constitute a waiver by the Associate of any request for such fees and expenses. 7.3. Request Information. In every written request filed pursuant to Paragraph 7.2, the Associate shall provide the nature and amount of the request; identification of persons, entities and events responsible for the request; activities on the Project Schedule affected by the request or new activities created by any delay and the relationship with existing activities; anticipated - 25 -duration of any delay; and recommended action to avoid or minimize any future delay. 7.4 Meeting with Project Representative. If the Associate files a written request with the Freedom Center pursuant to Paragraph 7.2, the Project Representative shall, within thirty (30) days of receipt of the request, schedule a meeting in an effort to resolve the request and render a decision on the request promptly thereafter or render a decision on the request without a meeting, unless a mutual agreement is made to extend such time limit. The meeting scheduled by the Project Representative shall be attended by persons expressly and fully authorized to resolve the request on behalf of the Associate. 7.5 Bxbitzation. If the efforts of the Project Representative do not lead to resolution of the request, either the Associate or the Freedom Center may submit a demand for arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association in effect from time to time. Neither the Department nor the Commission has any duty to submit to arbitration. In addition either party shall be entitled to exercise any other remedy available to it at law or in equity, except to the extent that any such remedy is limited by this Agreement . 7.6 Performance. The Associate shall proceed with the Agsociate’s performance of this Agreement during any dispute resolution process, unless otherwise agreed by the Associate and the Freedom Center in writing. The Freedom Center shall continue to make payment, in accordance with this Agreement, of any amounts not in dispute pending final resolution of any dispute in accordance with this Paragraph. ARTICLE VITI. TERMINATION AND REMEDIES 8.1 Te: of Agreement a... Means of Termination. The right and duty of the Associate to perform services under this Agreement may be terminated by either party upon seven (7) days written notice should the other party fail to perform in accordance with the terms of this Agreement; provided, however, the Associate shall not terminate this Agreement for non-payment if the Freedom Center for all reasonably undisputed amounts due to the Associate within thirty (30) days of receipt of the Associate's written notice to terminate. The right and duty of the Associate to perform services under this Agreement may be terminated by the Freedom Center without cause upon fifteen (15) days written notice to the Associate. The right’ and duty of the Associate to perform services under this Agreement may be terminated at any time upon the mutual consent of the Freedom Center and the Associate. ~ 26 -8.1.2 jate’s ies ination by Freedom Ce Without cause or Termination by Associate. In the event of a termination that is not due to the failure of the Associate to perform in accordance with the terms of this Agreement, the Associate shall be compensated for all Basic Services of a completed Phase performed prior to the termination date in accordance with the percentages set forth in Subparagraph 5.4.1, together with Reimbursable Expenses incurred prior to the termination date. In such event, for services rendered prior to the termination date in an uncompleted Phase and for Additional Services, the Associate shall receive compensation based on the percentages of completion of that Phase or those Additional Services, as applicable, and as reasonably determined by the Freedom Center, together with Reimbursable Expenses incurred prior to the termination date. In no event shall the Freedom Center be liable for any loss of profits on services not performed by the Aseociate prior to such termination or on any Reimbursable Expenses. 8.1.3 Associate’s Remedies Upon Termination by Department for Cause. In the event of a termination that is due to the failure of the Associate to perform in accordance with the terms of this Agreement, the Associate shall be compensated only for Basic Services performed and paid for prior to the termination date in accordance with the percentages set forth in Subparagraph 5.4.1, together with Additional Services completely performed prior to the termination date. In such event, the Associate shall be reimbursed only for Reimbursable Expenses incurred prior to the date of the notice of termination, unless the Freedom Center, or as applicable to the Department Project Component, the Department, consents in writing to the payment of Reimbursable Expenses incurred after that date. 8.1.4 Associate’s Remedies Upon Termination by Mutual Consent. In the event of a termination upon the mutual consent of the Freedom Center and the Associate, any compensation for Basic Services or for Additional Services or payment of Reimbursable Expenses shall be negotiated and set forth in an amendment to this Agreement in accordance with Subparagraph 9.5.2 prior to such termination. 8.1.5 Post-Termination Matters. If the Freedom Center and the Associate agree that any services are to be performed for the Project by the Associate after any termination date, the amount of any compensation and the method and terms of payment of such compensation or any Reimbursable Expenses related to such services shall be negotiated and set forth in an amendment to this Agreement in accordance with Subparagraph 9.5.2 prior to the commencement of such services. Such amendment and any relevant provisions of this Agreement shall survive termination of this Agreement . -27-8.2 Remedies 8.2.2 Cumulative Remedies. No remedy conferred upon the Freedom Center, the Department or the Commission by the terms of this Agreement is intended to be exclusive of any other remedy provided at law or in equity. Bach and every remedy of the Freedom Center, the Department or the Commission shall be cumulative and shall be in addition to any other remedy given to the Freedom Center, the Department or the Commission hereunder or now or hereafter existing. Except as otherwise provided in this Agreement, no remedy conferred upon the Associate by the terms of this Agreement is intended to be exclusive of any other remedy provided at law or in equity. Except as otherwise provided in this Agreement, each and every remedy of the Associate shall be cumulative and shall be in addition to any other remedy given to the Associate hereunder or now or hereafter existing. 8.2.2 Remedies Not Waived. No delay, omission or forbearance to exercise any right, power or remedy accruing to the Freedom Center, the Department, the Commission or the Associate hereunder shall impair any such right, power or remedy or shall be construed to be a waiver of any breach hereof or default hereunder. very such right, power or remedy may be exercised from time to time and as often as deemed expedient. 8.2.3 Rights of the Department and the Commission. The Associate acknowledges and agrees that the Department and the Commission each have a significant interest in the Project as a result of the furnishing of the funds to pay for a portion of the Project by the Commission. Accordingly, if and to the extent that the Department or the Commission suffer any damage as a result of the failure of the Associate to perform its obligations under this Agreement or to adhere to the standard of care of an architect prevalent in the Cincinnati, Ohio metropolitan area, the Associate shall be liable to an action by the Commission or the Department to recover such damages. In addition, should the Associate fail from time to time to perform its obligations under this Agreement or should the Department or the Commission reasonably believe that the Associate is about to fail to perform its obligations under this Agreement, the Department or the Commission is entitled to seek specific performance or injunctive or declaratory relief against the Associate. 8.2.4 Liability of the Department and the Commission. The Associate recognizes and agrees that neither the Department, the Commission nor the State are bound by or liable under this Agreement, and none of them is liable for the acts or omissions of the Freedom Center. - 28 -ARTICLE 1X. MISCELLANEOUS PROVISIONS 9.1 Ownership and Use of Documents 9.1.2 Property of Freedom Center. Drawings, Specifications and other documents, including without limitation logos and graphics, prepared by, or with the cooperation of, the Associate or any Consultant pursuant to this Agreement are the property of the Freedom Center or, as applicable to the Department Project Component and subject to the limitations provided in this paragraph, the Department, whether or not the Project for which they are prepared is commenced or completed. The Associate or Consultant, as applicable, may retain copies, including reproducible copies of such Drawings, Specifications and other documents for information and reference. Such Drawings, specifications or other documents may be used by the Freedom Center or, as applicable to the Department Project Component and subject to the limitations provided in this paragraph, the Department, for reference in any completion, correction, remodeling, renovation, reconstruction, alteration, modification of or addition to the Project, without compensation to the Associate or Consultant. Neither the Department nor the Freedom Center shall use the Drawings and Specifications or give or sell then to others for use by them on projects other than the Project except by agreement in writing with the Associate or Consultant, as applicable, including provisions as to appropriate compensation of the Associate or Consultant, as applicable. If an event occurs for which the Associate or Consultant may be liable, the Freedom Center shail notify the Associate or Consultant of such event as soon as practical after such event and shall provide access to the Project to the Associate or Consultant and their representatives. This Subparagraph shail survive termination of this Agreement. Architect acknowledges and agrees that pursuant to the Funding Agreement, City has certain rights to the Drawings, Specifications and other documents prepared by, or with the cooperation of, the Associate or any Consultant pursuant to this Agreement. The Architect. consents to such rights of the City. 9.1.2 Associate’s Intellectual Property. All inventions, patents, design patents and computer programs acquired or developed by the Associate in connection with or relation to the Project shall remain the property of the Associate and shall be protected by the Freedom Center from use by others except by agreement in writing with appropriate and agreed upon compensation to the Associate. 9.2 Public Relations. Prior to completion of the Project, any public relations or publicity about’ the Project shall be solely within the control and with the consent of the Freedom Center and the Department. - 29 -9.3 Records. The records of all of the Associate's Direct Personnel Costs, Reimbursable Expenses and payments to Consultants pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the Freedom Center, the Department and/or the Commission at all times and shall be maintained for seven (7) years after Final Acceptance of the Project by the Department. All other records kept by the Associate related to the Project shall be available to the Freedom Center, the Department and/or the Commission at all times and shall be maintained for six (6) years after Final Acceptance of the Project by the Department. 9.4 Successors and Assiqns. The Freedom Center and the Associate, each bind themselves, their successors, assigns and legal representatives, to the other party to this Agreement and to the successors, assigns and legal representatives of the other party with respect to all terms of this Agreement. The Department, the Freedom Center and the Associate each acknowledge that the Commission and the Department are intended third party beneficiaries of this Agreement. The Associate shall not assign, or transfer any right, title or interest in this Agreement without the prior written consent of all parties to this Agreement . 9.5 Extent of Agreement 9.5.1 Entire Agreement. This Agreement and the Contract Documents represent the entire and integrated agreement between the Freedom Center and the Associate and supersede all prior negotiations, representations or agreements, either written or oral. 9.5.2 Amendments. This Agreement may be amended only by an amendment prepared by the Freedom Center and signed by both the Associate and the Freedom Center, with the concurrence of the Commission and the Department. 9.5.3 Multiple Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument. 9.5.4 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections hereof. 9.5.5 Precedence. If there are any inconsistencies between the provisions of the Contract Documents and the provisions of the Announcement, the Technical Proposal or this Agreement, the provisions of the Contract Documents shall prevail. In addition, the Associate should refer to the Department Design and Construction Handbook, including without limitation, all exhibits to it, for applicable procedures, policies and forms. - 30 -9.5.6 Conditions to Validity. None of the rights, duties and obligations contained in this Agreement shall be binding on any party until (i) the Freedom Center certifies to the Associate that with respect to funds that the Freedom Center is expecting for the State to appropriate to fund a portion of the Schematic Design Phase, that the Director of Budget and Management of the State has certified that there is a balance in the appropriation not already obligated to pay existing obligations, as required by Section 126.07, Ohio Revised Code, such funds are available from the applicable state agencies or instrumentalities and, when required, the expenditure of such funds is approved by the Controlling Board of the State of Ohio or other applicable approving body. 9.6 Governing Law 9.6.1 Lawof Ohio. This Agreement shall be governed by the law of the State of Ohio to the exclusion of the law of any other jurisdiction and the State of Ohio shall have jurisdiction over any action hereunder or related to the Project to the exclusion of any other forum. 9.6.2 Capitalized Terms. Terms with initial capital letters in this Agreement shall have the same meaning as those in the Standard Conditions, unless otherwise defined herein or unless another meaning is indicated by the context. 9.7 Assignment of Antitrust Claims. Each party to this Agreement recognizes that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the ultimate purchaser of goods and services; in this instance the ultimate purchaser is the Freedom Center. Therefore, the following assignment is made: Intending to be legally bound, the Associate, acting herein by and through the person signing this Agreement on its behalf as a duly authorized agent, hereby assigns, sells, conveys and transfers to the Freedom Center any and all right, title and interest in and to any and all claims and causes of action which the Associate may now have or hereafter acquire under the antitrust laws of the United States of America or the State, PROVIDED that the claims or causes of action relate to the particular goods, products, commodities, intangibles, or services purchased, procured, or acquired by, or rendered to, the Freedom Center pursuant to this Agreement, and BXCEPT as to any claims or causes of action which result from antitrust violations commencing after the price is established under this agreement and which are not passed on to the’ Freedom Center by any means. In addition, the Associate warrants and represents that it will require any and all of its Consultants and suppliers to assign any and all federal and State antitrust claims and causes of action to the Freedom Center, subject to the -ne-proviso and exception stated above. The provisions of this Subparagraph shall become effective at the time that the Freedom Center executes its concurrence to this Agreement without further acknowledgement by any of the parties. 9.8 Notices 9.8.1 Addresses. All notices, certificates, requests or other communications hereunder shall be in writing and shall be deemed to be given if delivered in person to the individual or to a member of the company or organization for whom the notice is intended, or if delivered at or mailed by registered or certified mail, postage prepaid, to the appropriate respective addresses set forth on the first page of this Agreement, or at such substitute address of which a party may notify the other parties to and beneficiaries of this Agreement. 9.8.2 Intentionally Deleted. 9.8.3 Facsimiles. For convenience of communication only, notices, certificates, requests or other communications hereunder of fewer then ten (10) pages, except requests for payment, may be sent by facsimile transmission to the Freedom Center at (513) 564-6386, the Department at (614) 644-7982, to the Commission at (614) 752-2775 and to the Associate at (317) 875-0544. Notices, certificates, requests or other communications sent by facsimile transmission shall not be deemed to be given unless a counterpart is received or mailed in accordance with subparagraph 9.8.1. 9.8.4 Emergencies. In the event of an emergency involving the Project, including, without limitation, a fatality, serious injury, fire, collapse, flood, utility or power loss to occupied facilities, explosion, or environmental damage, the Associate shall immediately notify the Freedom Center, the Department and the Commission by telephone. 9.8.5 Change of Address. The Freedom Center, the Department, the Commission or the Associate’ may, by notice given hereunder, designate any further or different addresses telephone numbers or facsimile numbers to which subsequent notices, certificates, requests or communications shall be sent. 9.9 Severability. If any provision of this Agreement, or any covenant, obligation or agreement contained herein is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be effective, -42-operative, made, entered into or taken in the manner and to the full extent permitted by law. ARTICLE X. SPECIAL CONDITIONS 10.1.1 | Intentionally deleted. 10.1.2 Modification of subparagraph 1.1.10: Associate may perform some of the services that this Agreement requires it to perform at Associate’s principal office in the State of Indiana. Associate shall exercise reasonable efforts to perform services that this Agreement requires it to perform within the State of Ohio. In such connection, Associate shall maintain an office in the State of Ohio. 10.1.3 Intentionally deleted. 10.1.4 Modification of Subparaqraph 2.5.1. The applicable codes, ordinances, statutes, laws and regulations with which the Drawings and Specifications must comply are those in effect at the time of submission of the Drawings and Specifications or those that Associate knew or should have known would be in effect at the time of such submission or prior to completion of the Project. 10.1.5 Modification of subparagraphs 2.5.4 and 2.5.5. The cost of printing the sets of Drawings and Specifications and the fees that subparagraphs 2.5.4 and 2.5.5 require Associate to pay or incur shall be Reimbursable Expenses for purposes of paragraph 5.2. 10.1.6 Intentionally deleted. 10.1.7 Intentionally deleted. 10.1.8 Intentionally deleted. 10.1.9 Intentionally deleted. 10.1.10 Modificati Subparagrai 7.15. The Freedom Center shall cause the Construction Manager to cooperate with the Associate in performing the Associate’s obligations under subparagraph 2.7.15. 10.1.11 Modification of subpa: 22.1: Reimbursable Expenses shall also include: Expense of transportation in connection with the Project; expenses in connection with authorized out-of- town travel; long-distance communication; fees paid for securing approvals of authorities having jurisdiction over the Project; expense of reproductions, postage and handling of Drawings, Specifications and other - 33 -documents; expense of renderings, models and mock-ups requested by the Commission except as specifically listed under paragraph 10.2; expense of additional insurance coverage or limits, including professional liability insurance, requested by the Freedom Center in excess of that normally carried by the Architect and the Architect’s consultants. 10.1.12 Modification of Subparagraph 5.4.1. The figure "twenty percent (20%)" is deleted and "five percent (5%)" is substituted for it. 0.1.13 Modification of subparagraph 5.4.4. In addition, if the Associate through no fault of the Associate has not completed performance of Basic Services (i) within sixty (60) days following Substantial Completion or (ii) within sixty (60) days following the date for completion of the Project as provided in the Project Schedule, as it may be modified from time to time, the Freedom Center shall pay the Associate for any Basic Services performed subsequent to the sixtieth (60th) day following Substantial Completion as if such services were Additional Services. In that connection, prior to performing such services, Associate shall notify the Freedom Center. In the absence of an agreement between the Associate and the Freedom Center as to payment, the Freedom Center shall pay Associate (a) for Additional Services performed by its employees and principals at the hourly rates that Associate charges generally for the rendering of professional design services by its employees and principals from time to time and (b) for Additional services erformed by Consultants at a rate equal to 1.1 times the expense incurred by Associate to such Consultants for such services. 10.1.14 Modification of Subparagraph 6.1.2. The Associate shall not be liable to obtain Project Professional liability Insurance. The Associate shall cooperate with the Freedom Center by providing information and otherwise to enable the Freedom Center to obtain Project Professional Liability Insurance as contemplated in subparagraph 6.1.2. The Associate shall refrain from taking or omitting to take any act that might result in the cancellation or termination of any Project Professional Liability Insurance obtained by the Freedom Center. 10.2 Renderings. Basic Services shall also include the following: To be furnished under Basic Services: 11" X 17" Black & White Perspectives Three at the completion of Schematic Design Seven at the completion of Design Development 18" X 24" Color Renderings ‘Two at the completion of Schematic Design - 34 -Two at the completion of Design Development 10.3 Existing Conditions. Notwithstanding anything in Subparagraphs 2.3.1, 3.8.1, 3.9.1, 3.10.1 or 5.2.1 to the contrary, Associate shall not be obliged to obtain soil survey, land surveys, geotechnical analyses or the reports of environmental engineers ("Land Conditions Reports"). If Associate determines that it reasonably needs any sort of Land Conditions Report in order to perform its obligations under this Agreement, Associate shall notify the Freedom Center in writing of such determination and the reasons for it. If the Freedom Center, exercising its reasonable discretion, concurs with Associate's determination, Freedom Center shall, at its expense, obtain the Land Conditions Report that Associate determines is necessary. The Freedom Center shall have no liability to the Associate in connection with the procurement or content of any Land Conditions Report or the identity of the person or entity from which the Freedom Center obtains such Land Conditions Report. Associate shall be entitled to rely on all information provided by the Freedom Center to the Associate, including information as to the design of the building pad beneath the Project site. 10.4 Obtaining of Permits. Notwithstanding anything in subparagraph 2.5.4 to the contrary, Associate shall not be liable to the Freedom Center for the unlawful failure of a governmental authority to issue a permit or approval for which Associate is required to apply under this Agreement. Associate shall be and remain liable, however, for failure to provide Drawings and Specifications for construction of the Project that provide a design for construction that, when complete, will comply with all applicable building and other codes in effect and applicable to the Project at the time of completion of such Drawings and Specifications or which Associate knew or should have known would be in effect prior to completion of construction of the Project. If Associate obtains any permits, any fees paid to the permit issuing authority shall be a Reimbursable Expense. 10.5 Site Visits. Notwithstanding anything in subparagraph 2.7.4 to the contrary, Associate shall make the site visits contemplated by subparagraph.2.7.4 no less frequently than once per week, and shall only direct any applicable Contractor to correct Defective work when the Freedom Center so directs. 10.6 Ownership and Use of Documents. Notwithstanding anything in subparagraph 9.1.1 to the contrary, (i) the Freedom Center shall not use the Drawings, Specifications and other documents prepared by or with the cooperation of the Associate or any Consultant pursuant to this Agreement if the Freedom Center is judicially determined to have failed to perform its obligations to the Associate and (ii) the Associate shall not be liable to the Freedom Center for (a) any misuse of such Drawings, Specifications and other documents following the termination of - 35 -the obligation of Associate to perform obligations under this Agreement or (b) for the use of such Drawings, Specifications and other documents with respect to any work other than the Project. 10.7 Normal Insurance Coverage. Associate represents and warrants to the Freedom Center that it normally carries the insurance coverage that this Agreement requires it to carry with the limits of liability that this Agreement requires it to carry. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. ("associate") BLACKBURN ARCHITECTS, INC. FAIA, - 36 -DEPARTMENT’ S CONCURRENCE: ‘The Department hereby approves the foregoing Agreement on ‘Qo, 1999. OHIO DEPARTMENT OF ADMINISTRATIVE SERVICES By: C Seott Swanson Dizector of Administrative Services By:6. d J Name: 0, Title: Dic i rBicek The Commission hereby approves the foregoing Agreement on L\, 1999. Commission’S CONCURRENCE: OHIO ARTS AND SPORTS FACILITIES COMMISSION By: Name Title: Exeumve Dream ATTORNEY GENERAL’S APPROVAL This Agreement has been reviewed and approved as to form pursuant to Section 153.01 of the Ohio Revised Code, to determine whether sufficient funds have been encumbered and released and to determine whether the Associate maintains a current Workers’ Compensation Certificate. BETTY D. MONTGOMERY Attorney General of Ohio NURRFCLO.AAG -37-EXHIBIT "D" Additional Requirements I. Pursuant to Section 82 of S.B. 264, if the State Contribution was made for buildings or structures, including remodeling or renovations thereto, those funds may only be used to pay the following costs: (A) — Acquisition of real property; (B) Buildings and structures which include construction, demolition, complete heating, lighting, and lighting fixtures, and all necessary utilities, ventilating, plumbing, sprinkling, and sewer systems, when such systems are authorized or necessary; (©) Architectural, engineering and professional services expenses directly related to the Work; ) Machinery that is a part of structures at the time of initial acquisition or construction; ©) Equipment that meets all the following criter (1) The equipment is essential in bringing the Project up to its intended use; (2) The unit cost of the equipment, and not the individual parts of aunit, is about $100 or more; (G) The equipment has a useful life of five (5) years or more; (4) The equipment is necessary for the functioning of a particular facility; and (5) The equipment will be used primarily in the rooms or areas where the Work will be performed. The type of equipment that shall not be purchased is any equipment notan integral part of or directly related to the basic purpose of function of a project for which funds are appropriated, including, but not limited to, motor vehicles, adding machines, calculators, dictating machines, computers and compute peripherals, typewriters, or other items which. are used for normal supplies and maintenance. II. Section 86 of S.B. 264 provides: ‘No moneys appropriated or reappropriated by the 121st General Assembly shall be used for the construction of public improvements, as defined in Section 4115.03 of the Revised Code, unless the mechanics, laborers, or workers engaged therein are paid the prevailing rate of wages as prescribed in Section 4115.04 of the Revised Code. Nothing in Section 86 shall affect the wages and salaries established for state employees under the provisions of Chapter 124 of the Revised Code, or collective bargaining agreements entered into by the State pursuant to Chapter 4117 of the Revised Code, while engaged on force account work, nor stall this Section 86 interfere with the use of inmate and patient labor by the State.Contractors who are awarded public constructioncontracts are strongly encouragedto provide ‘employment opportunities whenever possible to persons who are receiving public assistance. III, The Local Sponsor shall ensure that equal consideration is given to contractors, subcontractors or joint venturers who, in accordance with R.C. Section 153.99, qualify as a minority business enterprise. TV. The Local Sponsor shall fully cooperate with the State Equal Opportunity Coordinator, with any other official or agency of the State or federal government seeking to eliminate unlawful employment discrimination, and with all other State and federal efforts to assure equal employment practices. V. In accordance with R.C. Section 153.012, preference shall be given to contractors having the principal place of business located in this State over contractors from ofher states that provide a preference to resident contractors. Where a preference is provided by another state for contractors of that state, contractors having their principal place of business in Ohio are to be granted in Ohio the same preference over them in the same manner and on the same basis and to the same extent as the preference is granted in letting contracts for the same type of work by the other state, VI. If any steel products are to be used or supplied in connection with the Work, only steel products made in the United States of America as defined in R.C. Section 153.011 shall be used or supplied in connection with the Work. PABGRVULIOAFCW?PL FIN