GENERIC FEE PROPOSAL

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[DATE] [RECIPIENT] , [TITLE] [CONTRACT COMPANY] [ADDRESS] [CITY, STATE ZIP]

RE: Proposal for [describe per project, for example interior design services and construction documentation] [Project Name] [Project Location Dear [First Name], Thank you for considering ID Studios Inc. to be a part of your team. It is our pleasure to present our proposal to provide [Owner Company] with professional [describe per project, for example interior design services and construction documentation]. We have developed this proposal based on the following:

Between: ID Studios Inc.

236 S Sierra Avenue Suite 110

Solana Beach, California 92075 (Hereinafter referred to as “Designer”)

And: [Owner Company] [Owner Address]

[City, State Zip] (Hereinafter referred to as “Owner”) Services authorized by this Agreement are for Phases I.0 through [Phase] and are subject to the following:

PROJECT DESCRIPTION:

FEE PROPOSAL

This project shall consist of Tenant Improvement Design and Documentation for approximately [Square Footage] s.f. of [Space Type] space in a [Building Type] building. The project is located on [No] floors at [Address].

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[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 2

ASSUMPTIONS/CLARIFICATIONS: 1. The construction budget is currently unknown, but should be defined by prior to the start of Schematic Design. OR The construction budget will be in the range of [$/S.F.] not including soft costs or FF&E. 2. A general contractor will be retained for preconstruction services prior to completion of the schematic design phase and shall assist with preparing and evaluating the T. I. construction budget.

3. Fees are based on a total design and construction schedule not exceeding [#] weeks.

4. Consultant fees for MEP, structural and/or other specialty consultants are excluded from this proposal.

Fees for such services can be provided upon request.

5. All consultants for MEP, Audio/Visual, Security, Tel/Data, etc. shall be retained by the Owner or others prior to completion of the Schematic Design phase.

6. The scope of work is limited to tenant improvement work only (no building shell/core modifications).

7. Design of the building common areas (main lobby, restrooms, elevator lobby/cabs, egress stairs, common corridors, etc.) [is/is not] included.

8. Full field verification is not included. Owner acknowledges that as-built drawings for the project [are/ are not] available, and full-field verification of existing conditions was not completed prior to the preparation of design and documentation for the project. No full or partial verification of existing

conditions will be completed prior to demolition for Owner’s tenant improvements. In the event that unforeseeable conditions require redesign or changes to the construction documents presented to the contrator prior to buildout, additional services may apply. Destructive review and testing, if requested and approved in writing by the Owner, will be a Reimbursable Expense.

9. Building due diligence [is/is not] included. Fees for such services can be provided upon definition of scope.

10. Detailed ADA/T24 Accessibility Survey, reports, or building modifications are not included. Fees for such services can be provided upon request.

11. Accurate base building floor plans and site plan shall be provided to designer in CAD prior to

commencement of the project. If plans provided to designer are not accurate, additional services shall apply.

12. A specifications manual is not included. All interior design specifications will be incorporated into the construction documents.

14. Plan Check/Permit Fees are not included and shall be paid directly by the Owner.

15. Existing office furniture and ancillary furniture to be re-used shall be: [insert list]

FEE PROPOSAL

13. If needed, As-Built plans of the current TI, mechanical, engineering, plumbing and structural will be provided to the Designer prior to the commencement of the project.

[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 3

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PHASE 1.0 PRE - DESIGN:

[DURATION # WEEKS]

1.1

Prepare and issue a Design Schedule indicating activities, presentations and decision milestones within the context of the Project.

1.2

Review available Architectural and Engineering construction documents to become familiar with existing conditions.

1.3

Kick-off/Meeting #1: Meet with the Owner to define roles, responsibilities and establish communication procedures; document Owner’s project objectives and priorities; review project budget and schedule guidelines.

1.4

Modify Owner-provided CAD drawings as needed for use on the project.

PHASE 2.0 VISIONING:

[DURATION # WEEKS]

2.1

ID Studios will prepare a Visioning Session Agenda tailored to the project, including supporting tools and materials to be utilized in the workshop (such as design images and sample design strategies).

2.2

The Designer will issue the agenda to the Owner in advance of the workshop (for their use in preparing for workshop participation).

2.3

The Designer will facilitate and conduct a Visioning workshop to review, discuss, and document the company’s vision, mission, culture, and leadership strategies as they relate to the physical work space.

2.4

In the workshop, the Designer will lead discussions related to the overall desired quality of space and design goals.

2.5

At the conclusion of the Visioning session, the Designer will document the results of the workshop and issue a written and visual re-cap to the Owner and Design team for reference throughout the project.

2.6

The Owner will be required to provide a signed off copy of documents to proceed to next phase.

[DURATION # WEEKS]

3.1 Programming/Meeting #2: Meet with Owner’s representatives to discuss program requirements

for the project (head counts, space allocations, accepted workspace standards, and growth projections).

3.2

Based on information gathered during the initial programming meeting, prepare a draft Program Summary document outlining total space requirements for the project.

3.3

Meet with the Owner to present the Program Summary Draft. Review for comment and feedback.

3.4

Revise the Program Summary document per Owner’s feedback.

3.5

Issue the final Program Summary to Owner.

3.6

The Owner will be required to provide a signed off copy of documents to proceed to next phase.

FEE PROPOSAL

PHASE 3.0 PROGRAMMING:

[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 4

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PHASE 4.0 TEST FIT PLANNING:

[DURATION # WEEKS]

4.1

Using Owner’s program requirements and electronic background drawings for the prospective building(s), Designer will prepare a preliminary Test Fit Plan, showing schematic footprints of all enclosed offices, workspaces, support spaces and similar.

4.2

Test fit review/Meeting #3: Meet with Owner’s representatives to review the Preliminary Test Fit Plans and building efficiencies. If required, Designer will provide one (1) minor revision (less than 25%), for a final test fit plan.

4.3

Site walk [is/is not] included.

4.4

The Owner will be required to provide a signed off copy of documents to proceed to next phase.

PHASE 5.0 SCHEMATIC DESIGN:

[DURATION # WEEKS]

Prepare Space Plan documents, indicating all elements of fixed construction, and locations of furniture and equipment that meet the program requirements for the project.

5.2

Perform preliminary in-house plan check and code compliance review.

5.3

Prepare Schematic Design presentation(s) for the project to include preliminary color palette direction (two color-palette options).

5.4

Schematic Design Review/Meeting #4: Meet with the Owner to review the “first pass” Space Plan and Schematic Design package with the Owner.

5.5

Based on the Owner’s feedback from the review meeting, modify the Schematic Design Package (1 revision of up to 25% of the schematic package).

5.6

Schematic Design Review/Meeting #5: Meet with the Owner to review the “second pass” Schematic Design package with the Owner and obtain feedback.

5.7

Based on the Owner’s feedback from the review meeting, modify the Schematic Design Package (1 revision of up to 10% of the schematic package).

5.8

Schematic Design Meeting #6: Review the final Schematic Design package with the Owner and obtain approval.

5.9

Pricing Plans are not included in this phase. If required, annotated pricing plans can be prepared for an additional service.

5.10

Provide initial backgrounds to Owner’s consultants.

5.11

The Owner will be required to provide a signed off copy of documents to proceed to next phase.

FEE PROPOSAL

5.1

[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 5

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PHASE 6.0 DESIGN DEVELOPMENT:

[DURATION # WEEKS]

6.1

Based on the approved Schematic Design package, develop design concept(s) for Owner’s review and comment through the use of study drawings. The design concept shall include preliminary reflected ceiling plans and light fixture selections, preliminary power/signal plans, and preliminary finish plans.

6.2

Prepare a Design Development presentation to convey the developed design, which may include supporting images, renderings, elevations, and materials.

6.3

Design Development Review/Meeting #7: Meet with the Owner to present the “first pass” Design Development package. Obtain Owner’s feedback and direction.

6.4

Design Development Review/Meeting #8: Review Owner’s general requirements for security, millwork/storage, equipment locations and similar.

6.5

Based on Owner’s feedback during the review meeting, revise the Design Development package (up to 1 revision). Further develop plan details, materials, and finishes.

6.6

The fees for the following custom designed items are included. Fees for additional custom designed items can be provided as an additional design service.

A.

[List Items and be specific]

6.7

Design Development Review/Meeting #9: Meet with the Owner to present the “second pass” Design Development package including design for specialty design and features. Document final design decisions made during the meeting and obtain Owner’s approval.

6.8

Complete the final Design Development package. Prepare background drawings and issue to project consultants. Provide consultation, as well as coordinate with selected consultants or vendors with respect to MEP, audio visual, security, and telecommunications.

6.9

If required, issue Design Development pricing package to Contractor and Owner’s Consultants.

6.10

Pricing Review Meeting #10: Attend (1) Pricing Review meeting with Owner and Contractor to review Contractor’s preliminary pricing estimate.

6.11

The Owner will be required to provide a signed off copy of documents to proceed to next phase.

[DURATION # WEEKS ]

7.1

Prepare a complete set of Construction Documents for all areas of Tenant Improvements, including a Site Plan, Means of Egress Plan, Demo Plan, Partition Plan, Furniture Plan, Power and Signal Plan, Reflected Ceiling Plan, Finish Plan, Door/Hardware Schedule, and all necessary and associated plans, elevations, detail drawings, and specifications. All documents shall be in conformance to applicable Building, Fire/Life Safety and accessibility requirements.

7.2

Coordinate with specialty consultants, including, but not limited to, mechanical, electrical, plumbing and structural engineers, and those responsible for telecommunications, information technology, fire-life safety, security, and audio-visual systems as necessary to

incorporate appropriate information, specifications, and scope requirements within the Construction Documents.

FEE PROPOSAL

PHASE 7.0 CONSTRUCTION DOCUMENTS:

[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 6

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PHASE 7.0 CONSTRUCTION DOCUMENTS CONTINUED:

[DURATION # WEEKS]

7.3

Coordinate with designated Furniture & Equipment Dealers to establish critical dimensions to accommodate furniture and equipment layouts. Construction Documents shall include required information for coordination of furniture and equipment connections, and related utilities and power and signal locations. (Installation Documents for systems furniture will be the responsibility of the selected furniture vendor, including critical dimensions for the location of electrical/data base feeds.)

7.4

CD Review/Meeting #11: Meet with Owner to review the Construction Documents and obtain Owner’s approval and signature.

PHASE 8.0 BIDDING / PRICING / PLAN CHECK:

[DURATION # WEEKS]

8.1

Submit completed Construction Documents to the Building Department, Fire Department, and all authorities with jurisdiction over the project for Plan Check; complete necessary corrections and resubmit for final plan check approval.

8.2

Issue approved drawings to the Owner’s Contractor for distribution to their subcontractors for bidding purposes.

8.3

Assist the Contractor with any bid clarifications.

PHASE 9.0 CONSTRUCTION ADMINISTRATION:

[DURATION # WEEKS]

Prior to the commencement of construction, provide on-site review and approval of proposed locations for partitions, doors, utilities, and other major elements, indicated by the contractor through snap lines or spray paint marks.

9.2

Attend [#/regular/weekly] OAC (Owner/Architect/Contractor) or site meetings and monitor the progress of construction for conformity to the Construction Documents.

9.3

Administer Requests for Information (RFIs).

9.4

Review Contractor submittals.

9.5

Document changes to scope in the form of written Addenda or Bulletins over the course of the project inclusive of coordination with Engineers and Consultants when required.

9.6

Upon substantial completion of project and contractor’s pre-punch with owner, attend (1) final punch-walk for all elements of construction, within the scope of the project to identify defects, omissions, and necessary corrective work. Contractor shall document the punch-walk.

FEE PROPOSAL

9.1

[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 7

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PHASE 10.0 CLOSE - OUT: 10.1

$

[DURATION # WEEKS]

[Only use on certain projects, remove this section as applicable.] Coordinate with the Contractor to obtain field sets of as-built information, and provide as-built (record) documentation to Owner and the Landlord as required at the completion of the Project, including electronic, scanned as-built documentation.

COMPENSATION:

A.

BASIC SERVICES

PHASE:

FEE BY PHASE:

EST. HOURS / PHASE:

1.0 PRE-DESIGN 0.00 # 2.0 VISIONING 0.00 # 3.0 PROGRAMMING 0.00 # 4.0 TEST FIT PLANNING 0.00 # 5.0 SCHEMATIC DESIGN 0.00 # 6.0 DESIGN DEVELOPMENT 0.00 # 7.0 CONSTRUCTION DOCUMENTS 0.00 # 8.0 BIDDING/PRICING/PLAN CHECK 0.00 # 9.0 CONSTRUCTION ADMINISTRATION 0.00 # 10.0 CLOSE-OUT 0.00 #

TOTAL BASIC SERVICE INTERIOR DESIGN FEE: $ 0.00 CONSULTANTS:

PHASE:

FEE BY PHASE:

MECHANICAL / PLUMBING 0.00 ELECTRICAL 0.00 STRUCTURAL 0.00

$ 0.00

TOTAL FEE:

$ 0.00

B.

RETAINER FEE:

Prior to the commencement of work, the Owner shall pay to the Designer a retainer fee in the amount of [$#,###.##]. Retainer will be applied to final project billing.

FEE PROPOSAL

TOTAL CONSULTANT FEE:

[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 8

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C.

METHOD OF COMPENSATION:

1. The Designer shall provide a monthly statement of amounts due for Basic Services, Additional Services and Reimbursable Expenses relative to the work performed during the previous billing period. Amounts billed shall be due upon presentation and shall be considered delinquent if not paid within thirty (30) days from billing date. Amounts due and unpaid shall bear interest from the date payment is due, at the current the prevailing US Bank prime rate plus 2% per year or the maximum rate allowable by law. Amounts due and unpaid within sixty (60) days from the billing date shall be assessed a service charge of $50.00 per month until payment is made, in addition to the interest on the unpaid balance, and work on the Project shall be stopped.

Note: Receivables must be current prior to issuance of Construction Documents and again prior to issuance of punch list (should punch list be prepared by Designer).

2. If the services covered by this Agreement have not been completed within [Number] ([#]) months of the date hereof or according to the attached schedule, through no fault of the Designer, the amounts of compensation, rates and multiples set forth in this Agreement shall be equitably adjusted.

D.

3. No deductions shall be made from the Designer’s compensation on account of disputes or losses, liquidated damages or other sums withheld from payments to Contractor or on account of the cost of changes in the work, unless the Designer has been held legally liable.

Reimbursable Expenses: Expenses including travel expenses outside the San Diego area (when authorized), plan check expediter, reproduction, project related mileage, courier/delivery service, samples and similar reimbursable expenses are not included in the design fee. See attached rate sheet.

ADDITIONAL SERVICES: Additional Services listed below are not included in Basic Services but may be required for the project. At the request and pre-approval of the Owner, the Designer shall provide any or all of the following services: 1. Existing facilities surveys.

2. Building Information modeling (BIM).

3. Photo-realistic 3-Dimenional renderings.

4. Fast –track design services or out- of sequence work.

5. LEED Certification or Well Building Certification.

6. Preparation of contractor bid instructions and coordination of the bid process.

7. Value Engineering if original design meets the Owner’s budget, or if the Owner adds components or scope, to the project that cause it to exceed the original budget.

FEE PROPOSAL

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[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 9

ADDITIONAL SERVICES CONTINUED:

8. Facilitate the filing of separate permit documents, multiple drawing packages for multiple construction phases, deferred approvals or plan changes after issuing original plan check documents with the City.

9. FF&E (Furniture, Fixtures and Equipment) Services.

10. Specification of equipment, appliances or utilization of specialty vendors such as reverse osmosis systems or coffee equipment.

11. Specification of specialty items such as artwork, accessories, waste receptacles, signage and other unique items.

12. Inventory of existing furnishings.

13. Individual design for private offices.

14. Signage, Branding and Graphic Design Services.

15. Preparation of final “as-built” or “close-out” documents showing significant changes in the work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Designer.

16. Verification, clarification or changes to Owner-provided as-builts due to conflicts found beyond the control of the Designer. [Can combine with two below??]

17. Change Orders during Construction Administration Phase which are beyond the Designer’s control or require evaluation of Contractors proposals/supporting data or require revisions to instruments of service.

18. Review and response to Contractor’s request for information when such information is available to the Contractor through careful study and comparison of the Contract Documents, field conditions, or other Owner provided information.

19. Changes to previously-approved work, design and/or document revisions due to program changes, or a change of direction as requested by the Owner.

20. Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to instruments of service.

21. Multiple reviews of submittals which exceed two (2) reviews per submittal, due to incomplete or insufficient information provided by the Contractor or their subcontractors.

22. Fees of engineers or other consultants and Designer’s coordination service for such consultants unless explicitly included above.

23. Extraordinary Governmental/Building Department compliance issues that are not considered to fall into the normal realm of Building Department plan check compliance issues necessary for Building Standard Tenant Improvements, i.e., planning department historical design review, handicap and design variance review and/or occupancy changes.

24. Extraordinary coordination or liaison with Owner’s consultants or contractor due to lack of performance by the Owner’s consultants or contractor.

FEE PROPOSAL

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[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 10

ADDITIONAL SERVICES CONTINUED:

25. Work required as a result of damage caused by fire or disaster to the construction or because of delinquency or insolvency of the Contractor or because of other such circumstances beyond the control of the Designer.

26. Assistance to Owner in settling project-specific disputes between Owner and Contractor, Subcontractors and/or material suppliers.

27. Termination and start-up expenses if project is suspended in whole or in part for more than one (1) month.

28. Additional site meetings and coordination if construction extends beyond time frame noted herein.

29. Additional Owner and Designer meetings extending beyond provisions listed under basic services.

30. Additional punch list visits beyond the initial punch walk and one (1) follow up site visit.

31. Post – occupancy evaluations.

32. Overtime work, for which the Owner hereby agrees to make premium payments. Compensation: Hourly at 1.5 times rates shown on Rate Schedule.

33. Design for specialty areas not considered standard tenant improvement such as full-service cafeterias, recording studios, fitness studios, etc.

34. Design of specialty architectural features such as operable walls, monument stairs and similar.

35. Custom designed items not included in the Design Development Description.

36. Participation in General Contractor interviews/selection

Note: Unless otherwise noted, Compensation for Additional Services shall be billed hourly per the Rate Schedule attached.

ADDITIONAL PROVISIONS: [delete if using AIA contract or owner purchase order]

3. Architect’s services shall be performed as expeditiously as practical and in accordance with generally accepted design professional principles and practices and without warranties either express or implied.

Architect and its consultants will use its best professional judgement in interpreting or applying the requirements of all laws applicable to the project such as building codes, accessibility, sustainability requirements, and applicable functionality standards, but compliance with any law as it may be eventually interpreted by others cannot be guaranteed.

4. Ownership of Electronic Media: Only as specifically indicated as an Instrument of Service, all

electronic media, including, but not limited to, computer aided drafting files (CAD / AutoCAD), custom programs and specifications language shall remain the sole property of the Designer. Copies of electronic media files will be provided to the Owner for its exclusive internal use only.

FEE PROPOSAL

1. If the scope of the project or of the Designer’s services is changed, the amounts of compensation shall be

equitably adjusted.

2. It is expressly understood that the Designer shall do his/her best to expedite and complete the project

within a reasonable time frame; however, it is also understood that completion may be delayed through no

fault of the Designer. Designer shall not be responsible for any delays occasioned by manufacturers and/or

suppliers, government regulatory agencies or contractors.

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[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 11

ADDITIONAL PROVISIONS CONTINUED: [delete if using AIA contract or owner purchase order]

5. Owner shall hold Designer harmless and free from any obligations, costs, claims, judgments, attorney’s fees, liens, attachments arising from or growing out of the services rendered, except as related to the responsibilities of the Designer only as defined in this Agreement.

6. With regard to the services rendered through this Agreement, it is understood that the Designer shall not be liable to Owner or to anyone who may claim any rights to his relationship with Owner, or to any contractor, subcontractor or material supplier for services or materials arranged for or on behalf of Owner, except for the responsibilities of the Designer as defined in this Agreement.

7. Verification of Existing Conditions: Inasmuch as the remodeling and/or rehabilitation of an existing building requires that certain assumptions be made regarding existing conditions, and because some of these assumptions may not be verifiable without expending additional sums of money or destroying otherwise adequate or serviceable portions of the building, the Owner agrees, to the fullest extent permitted by law, to indemnify and hold the Designer harmless from any claim, liability or cost (including reasonable attorney’s fees and costs of defense) for injury or economic loss arising or allegedly arising out of the professional services provided under this Agreement, excepting only those damages, liabilities or costs indisputably attributable to the sole negligence or willful misconduct of the Designer.

8. Americans with Disabilities Act and California Title 24 Compliance: The Americans with Disabilities Act (ADA) and California Title 24 Accessibility Standards (T-24) require the removal of barriers in existing facilities where such removal is readily achievable. The Owner acknowledges that the definition of “readily achievable” contained in the ADA and T-24 is flexible and subject to interpretation on a case- by-case basis. The requirements of the ADA and T-24 will therefore be subject to various and possibly contradictory interpretations. The Designer shall use his or her reasonable professional efforts and judgment to interpret applicable ADA and T-24 requirements and to advise the Owner regarding modifications to the Owner’s facility that may be required in order to comply with ADA and T-24. Such interpretation and advice will be based on what is known about ADA and T-24 at the time professional service is rendered. The Designer, however, cannot and does not warrant or guarantee the Owner’s facility will fully comply with interpretations of ADA and T-24 requirements rendered by regulatory bodies or court decisions.

10. Review of Contractor submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor’s responsibility. The Designer’s review shall not constitute approval of safety precautions or any construction means, methods, techniques, sequences or procedures. The Designer’s approval of a specific item shall not indicate approval of an assembly of which the item is a component.

11. The Designer shall not be responsible for the acts or omissions of the Contractor or any other persons performing any of the work not specifically in accordance with the Construction Documents.

12. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements, in addition to any other relief to which he/she may be entitled.

FEE PROPOSAL

9. The Contractor shall be responsible for the satisfactory performance of his work and the coordination of his work with that of all other trades. The Contractor shall be responsible for dimensions, which shall be confirmed and correlated at the job site, and for fabrication processes and techniques of construction.

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[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 12

13. If the Owner requests the Designer to execute certificates, the proposed language of such certificates shall be submitted to the Designer at least 14 days prior to the requested date of execution. The Designer shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this agreement.

14. Designer reserves the right to professionally photograph the project after completion and to utilize, through photography or other representation, said project for marketing purposes, design competitions or advertising without prior written approval by Owner.

OWNER’S RESPONSIBILITIES: 1. The Owner shall be responsible for negotiations and obligations of the lease, if any, and shall serve as the contact with the landlord. The Owner shall provide the Designer with information contained in the lease or landlord correspondence relevant to the Project.

2. The Owner shall be responsible for the relocation or removal of existing furniture, furnishings and equipment, and the contents from the facility.

3. The Owner shall provide the Designer access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Designer access to the Work wherever it is in preparation or progress.

4. Except as otherwise provided in the Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Designer’s consultants through the Designer about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Designer of any direct communications that may affect the Designer’s services. The Designer and the Owner shall contemporaneously provide one another with copies of all written communications with the Contractor concerning any matter material to the cost, time, sequence, scope, or requirements of the Project.

5. Unless otherwise provided for under the Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. The Owner shall furnish the requested information as necessary and relevant for the Designer to evaluate, give notice of or enforce lien rights.

6. The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the budget for the Cost of the Work, (2) the Owner’s other costs; and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Designer. The Owner and the Designer shall thereafter agree to a corresponding change in the Project’s scope and quality. The Owner acknowledges that significant increases or decreases to the Owner’s budget for the cost of the work, if made after the completion of the schematic design phase, may result in additional services.

7. The Owner shall identify a single representative with appropriate authority who is authorized to act on the Owner’s behalf with respect to the Project and with whom Designer can deal and direct all communication.

The Owner’s representative shall provide timely information regarding project requirements and conditions and shall take full responsibility for directing Designer to proceed on any unverified assumptions. Owner’s representative shall respond to Designer’s questions or requests for information in a timely manner, and shall provide approvals within a reasonable time frame as to avoid delays to the completion of Designer’s services or to the project schedule. The Owner shall render decisions and approve the Designer’s submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Designer’s services.

FEE PROPOSAL

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OWNER’S RESPONSIBILITIES CONTINUED: 8. The Owner shall coordinate the services of its own consultants with those services provided by the

Designer. Upon the Designer’s request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner’s consultants. The Owner shall furnish the services of its consultants’ other than those designated in the Agreement, or authorize the Designer to furnish them as an Additional Service, when the Designer requests such services and demonstrates that they are reasonably required by the scope of the Project.

9. The Owner shall ensure the delivery of its own consultants’ work product to the Designer as identified in the project schedule and so not to cause additional work on behalf of the Designer.

10. The Owner shall require that its consultants maintain professional liability insurance appropriate to the services provided.

11. The Owner will be required to provide a signed- off copy of documents at the completion of each phase prior to Designer proceeding to the next phase of work.

12. The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.

13. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. The Owner is not required to furnish these services for the Designer’s benefit.

14. The Owner shall provide prompt written notice to the Designer if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Designer’s Instruments of Service. The Owner’s failure to so notify shall not relieve the Designer of its responsibilities under this Agreement, and the Owner shall have no duty of observation, inspection or investigation.

15. Before executing the Contract for Construction, the Owner shall coordinate the Designer’s duties and responsibilities set forth in the Contract for Construction with the Designer’s services set forth herein.

The Owner shall provide the Designer a copy of the executed agreement between the Owner and

Contractor, including the General Conditions of the Contract for Construction.

17. The Owner shall pay all plan check and permit fees as required to secure a permit for the project.

18. The Owner acknowledges that due to the project’s magnitude and complexity, the Owner shall carry a budget contingency for potential construction costs that may be incurred due to unforeseen conditions or inconsistencies in the Construction Documents. Owner agrees to make no claim against Designer for such instances and that the budget contingency shall be used for these purposes.

19. [check to see if the following are duplicative] The Owner shall provide information in a timely manner regarding requirements for the project, including Owner’s objectives, schedule, constraints, and criteria.

FEE PROPOSAL

16. The Owner shall promptly evaluate Designer’s invoices and provide fair notice of any questions or

dissatisfaction, and waiving the right to challenge the accuracy or appropriateness of any invoice for which no such notice has been provided within 30 days of receipt of said invoice.

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OWNER’S RESPONSIBILITIES CONTINUED: 20. The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project. The Owner’s representative shall render decisions in a timely manner in order to avoid

unreasonable delay in the orderly and sequential progress of the Designer’s services.

21. The Owner shall establish and periodically update the Owner’s budget for the project, including (1) the budget for the cost of the work, (2) the Owner’s other costs, and (3) reasonable contingencies related to these costs. If the Owner significantly increases or decreases the Owner’s budget, the Owner shall notify the Designer. The Owner and Designer shall thereafter agree to a corresponding change in the Project’s scope and quality.

22. The Owner shall furnish a written legal description of the project, the project site plan, surveys (where applicable)., base building drawings, and documentation of existing conditions in electronic format 23. The Owner shall furnish all tests, inspections, and reports required by law or the Contract Documents.

24. The Owner shall coordinate the services of its own consultants with those services provided by the Designer.

25. The Owner shall endeavor to communicate with the Contractor and the Designer’s consultants directly through the Designer about all matters related to the Contract Documents.

COPYRIGHTS AND LICENSES: 1. The Designer and the Designer’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including drawings and specifications, and shall retain all common law, statutory, and other reserved rights, including copyrights. Submission or distribution of Instruments of Service in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Designer or the Designer’s consultants.

2. Upon execution of this agreement, the Designer grants the Owner non-exclusive license to use the

Designer’s Instruments of Service solely and exclusively for the purposes of constructing, using, maintaining, altering, or adding to the Project. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, and Suppliers as well as the Owner’s consultants to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the project.

4. In the event the Owner uses the Instruments of Service without retaining the author, the Owner releases the Designer from all claims and causes of action arising from such use. The Owner, to the extent permitted by law further agrees to indemnify and hold harmless the Designer and its consultants from all costs and expenses including the cost of defense related to claims and causes of action asserted by any third person or entity to the extent such costs and expensed arise from the Owner’s use of the Instruments of Service.

5. The Owner shall not assign, delegate, sublicense, pledge, or otherwise transfer any licenses granted herein to another party without prior written Agreement with the Designer.

FEE PROPOSAL

3. Prior written approval shall be obtained by the Designer for the use of instruments of service by any entity not a party to this agreement. Failure to comply with these provisions shall constitute infringement of all applicable Federal and State copyright laws.

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[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 15

CLAIMS AND DISPUTES - GENERAL: 1. The Owner and Designer shall commence all claims and causes of action, whether in contract or otherwise against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution described in this Agreement within the period specified by applicable law.

2. To the extent damages are covered by property insurance, the Owner and Designer waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages except such rights as they may have to the proceeds of such insurance. The Owner or the Designer, as appropriate, shall require the contractors, consultants, agents, and employees of any of them similar waivers in favor of the other parties enumerated herein.

3. The Designer and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement.

LIMITATION OF LIABILITY: 1. The Owner agrees to limit the Designer’s liability to the Owner and to all construction contractors and subcontractors on the project due to the Designer’s negligent acts, errors or omissions, such that the total aggregate liability of the Designer to all those named shall not exceed $50,000 or the Designer’s total fee for services rendered on this project, whichever is smaller. This limitation shall apply regardless of the cause of action or legal theory pled or asserted.

MEDIATION: 1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Designer’s services, the Designer may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or binding dispute resolution.

2. The Owner and Designer shall endeavor to resolve claims, disputes, and other matters in question

between them by mediation which, unless the parties agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation procedures in effect on the date of the agreement.

4. If the parties do not resolve a dispute through mediation, the method of binding dispute resolution shall be arbitration.

ARBITRATION: 1. Any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by mediation shall be subject to arbitration, which, unless the parties agree otherwise,

shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration rules in effect on the date of this agreement.

2. The agreement to arbitrate shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof.

FEE PROPOSAL

3. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

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[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 16

ARBITRATION CONTINUED: 3. The award rendered by the arbitrator(s) shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

TERMINATION OF AGREEMENT: This Agreement may be terminated by the Owner or Designer at any time, through no fault of the party initiating the termination, by giving the other party ten (10) business days’ prior written notice. In the event of termination, the Designer shall be compensated for all services performed to the date the written termination notice is received in writing, including all Additional Services and Reimbursable Expenses then due. Reasons for termination initiated by the Designer include, but are not necessarily limited to: A. Breach by the Owner of any material term of this Agreement, including but not limited to Methods of Compensation.

B. Transfer of ownership of the facility/project site by the Owner to any other persons or entities not a party to this Agreement without the prior written agreement of the Designer.

C. Material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties hereto to reach accord on the fees and charges for any Additional Services or Reimbursable costs required because of such changes.

FINAL AGREEMENT: Should the above meet with your approval, please so indicate by signing below. Return one copy of this document [along with the retainer] to ID Studios Inc. Please keep a copy for your records.

OR Should the above meet with your approval, please so indicate by signing below. Return one copy of this document to ID Studios. Please keep the other for your records. Upon acceptance of this proposal, an AIA contract shall be issued to the Owner for authorization.

This Agreement entered into the day and year first above written.

Sincerely, ID STUDIOS INC. A California Corporation

[Company] By: Date: [Name] [Title]

FEE PROPOSAL

By: Date:

Deborah Elliott, CID, NCIDQ, LEED AP Amy Morway, CID, LEED AP Principal

[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 17

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ID STUDIOS HOURLY RATE SCHEDULE EFFECTIVE JANUARY 2018

TITLE:

HOURLY BILLING RATE:

Design Principal

$ 185.00

Project Manager / Project Designer

$ 165.00

Job Captain / Senior Interior Designer

$ 155.00

Interior Designer

$ 135.00

Jr. Designer

$ 115.00

Consultants are billed with a 20% mark-up to cover additional time associated with coordinating their services.

Actual out-of-pocket expenses for travel, reproduction, photography, messenger, etc. are billed with a 15% mark-up to cover the administrative costs of handling these items.

Billing Rates are subject to revision every six months.

FEE PROPOSAL

[RECIPIENT], [TITLE] [CONTRACT COMPANY] [DATE] PAGE 18

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PHASE 10.0 CLOSE - OUT: 10.1

$

[DURATION # WEEKS]

[Only use on certain projects, remove this section as applicable.] Coordinate with the Contractor to obtain field sets of as-built information, and provide as-built (record) documentation to Owner and the Landlord as required at the completion of the Project, including electronic, scanned as-built documentation.

COMPENSATION:

A.

BASIC SERVICES

PHASE:

FEE BY PHASE:

EST. HOURS / PHASE:

1.0 PRE-DESIGN 0.00 # 2.0 VISIONING 0.00 # 3.0 PROGRAMMING 0.00 # 4.0 TEST FIT PLANNING 0.00 # 5.0 SCHEMATIC DESIGN 0.00 # 6.0 DESIGN DEVELOPMENT 0.00 # 7.0 CONSTRUCTION DOCUMENTS 0.00 # 8.0 BIDDING/PRICING/PLAN CHECK 0.00 # 9.0 CONSTRUCTION ADMINISTRATION 0.00 # 10.0 CLOSE-OUT 0.00 #

TOTAL BASIC SERVICE INTERIOR DESIGN FEE: $ 0.00 CONSULTANTS:

PHASE:

FEE BY PHASE:

MECHANICAL / PLUMBING 0.00 ELECTRICAL 0.00 STRUCTURAL 0.00

$ 0.00

TOTAL FEE:

$ 0.00

B.

RETAINER FEE:

Prior to the commencement of work, the Owner shall pay to the Designer a retainer fee in the amount of [$#,###.##]. Retainer will be applied to final project billing.

FEE PROPOSAL

TOTAL CONSULTANT FEE: