Professional Services RFQ REQUEST FOR QUALIFICATIONS ARCHITECTURAL & ENGINEERING SERVICES DATE POSTED: OCTOBER 4, 2011

Westfield, LLC
for and in behalf of Westfield Concession Management, LLC FOR:

The Redevelopment of the Concession Program at Chicagos OHare International Terminal 5

Westfield intends to procure a qualified Architect / Engineer (A/E) to provide programming, planning, design, preliminary cost estimating, and permitting approvals, for the Concessions Redevelopment at OHare International Terminal 5 (Project). The general scope for this work is limited to the base building improvements and modifications required to prepare the new and reconfigured concession spaces as well as redeveloped common areas and new TSA checkpoint. Not included in our scope is either design or construction work specific to the subtenant build-outs as that work is the responsibility of the tenants themselves.

ANTICIPATED SCOPE OF WORK

(An Excerpt of the forthcoming RFP)

The scope of services may include the following disciplines: architectural, structural, civil, mechanical, electrical, plumbing, environmental, signage/graphics, cost estimating, acoustical, audio/visual, telecommunications systems (data and phone), security systems, and interiors. A. The awarded firm will play a pivotal role in the Design Development of this significant project. Westfield has already established the overview design intent and through an integrated collaboration between Westfield, CDA (Chicago Department of Aviation) and a pre-dev design firm, and the final results are expected to be exceptional. B. Provide a complete set of plans, engineering documents and specifications for the expansion and renovation of select spaces in Terminal 5 of OHare International Airport which equates to Westfield expanding and redeveloping the current concessions areas from its current 15,000 SF to 25,000 SF. This renovation also includes the relocation of the current TSA checkpoint and other base building work, requiring detailed documents and coordination. C. Scope shall also include work by Consultants in the areas of Mechanical, Electrical, Plumbing, Structural, Life Safety and others as required. D. Compliance with all mandates of the CDA as well as the City relating to licensing, and the City goals that participation in design contracts shall meet or exceed 25% MBE and 5% WBE. This shall include the awarded firm and any subcontracts issued for support staff and specialists. E. An understanding that all permit applications must be submitted by an architect who has successfully completed the Department of Buildings (DOB) SelfCertification Program. Questions pertaining to the selection process should be directed to Steve Greenberger at Westfield, LLC via e-mail (sgreenberger@us.westfield.com) Note: Westfield shall not be held responsible for any oral instructions. Any changes to this Request for Qualifications (RFQ) will be in the form of a written addendum, which will be published on our web site. Westfield reserves the right to reject any or all SOQs (Statement of Qualifications), to waive any informality or irregularity in any SOQ received, and to be the sole judge of the merits of the respective SOQs received. Each firm interested in Westfield projects will be certified by submitting an annual statement of qualifications and performance data (U.S. Government Standard Form 330, Architect/Engineer Qualifications) The A/E firms that will be short listed based upon a thorough qualification-based selection process. Firms interested in providing design services must submit a (SOQ) that addresses the criteria stated within this document. Applicants are encouraged to organize their submissions in such a way as to follow the general evaluation criteria listed herein. Information included within the SOQ may be used to evaluate your firm as part of any criteria regardless of where that information is found within the SOQ. Information obtained from the SOQ and from any other relevant source may be used in the evaluation and selection process.

The A/E firms that qualify to be placed on Westfields short list of RFP bidders will be selected on the basis of the following statements; 1. Demonstrated competence and qualification for the type of services required with the best qualified firm. 2. Acceptance of Westfields Terms and Conditions comprising of the following; a. Acceptance without modifications to Westfields STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONSULTANT FOR PROFESSIONAL SERVICES (copy attached) b. Acceptance without modifications to the insurance requirements of: i. ii. Chicago Department of Aviation (copy attached) Westfield, LLC (copy attached)

c. A written commitment to meet or exceed the MBE/WBE requirements that had been stated within this RFQ Ultimately the awarded A/E group will become an integral member of the Project Team, consisting of their own A/E team inclusive of consultants, Westfields Project Managers, Westfields selected Contractor, as well as representatives from Chicago Department of Aviation, and others as may be required. Regarding this RFQ please insure that your submission includes (but not limited to) the following; Firm Name, Contact Person, Address, Phone & E-mail 1. Description of firm/team 2. Legal company organization; organization chart with names 3. List of applicable Illinois licenses 4. Names of Key Personnel: 5. Total Number of Staff: 6. Disciplines in house: 7. Number of Registered Architects: 8. MBE/WBE Certifications 9. Disciplines out-sourced (Note the same informational requirements (items 1-8 above) shall be provided for each out-sourced firm or individual. 10. Type of Organization: (should be clearly stated in SOQ) o Individual or Sole Proprietorship o Professional Corporation/Association o Corporation o Partnership o Joint Venture* (If Joint Venture or Other, give details) o Other

STATEMENT OF QUALIFICATIONS SELECTION CRITERIA 1. Relevant Firm Experience ( 40 ) points a. Applicants overall reputation, service capabilities and quality as it relates to this project. b. Applicants experience working within the airport environment and specifically at either OHare or Midway airports. c. List and briefly describe 3-5 comparable projects completed by your firm or currently in progress; include your firms role, and discuss contract amendment history, if applicable. For each project, include: contract value and construction value (original value plus contract amendments, if applicable), project owner, project location, contact name and title, address, current/accurate telephone number, fax number, and email address (if available). d. A minimum of three referrals and references from other agencies and owners. If possible, references should be from the projects listed above. e. List and describe any litigation; arbitration; claims filed by your firm against any project owner as a result of a contract dispute; any claim filed against your firm or termination from a project. f. Applicants capacity and intent to proceed without delay if selected for this work. 2. Team Experience & Qualifications ( 20 ) points a. Describe each team members position within the firm. Provide resumes of each proposed team member. List professional continuing education. b. Briefly describe each team members role on this project. c. Provide team experience working together on similar projects. d. Identify proposed Subconsultants. e. Explain your understanding of, and experience with a General Contractors when using a GMP Construction Contract. 3. Approach to Project Management ( 20 ) points a. Describe your firms project management approach and team organization during programming, design and construction phases. b. Describe systems used for planning, scheduling, estimating and managing design services. c. Describe the firms experience on quality assurance and dispute resolution. 4. Other Factors ( 20 ) points a. Current workload and ability to proceed promptly. b. Willingness to abide by the Westfields standard form Agreements without objections or changes. c. Willingness to abide by the Chicago Department of Aviation and Westfields insurance requirements. d. Provide statement regarding your assurance that this engagement will not result in a conflict of interest. e. Relevant factors impacting the quality and value of work.

SUBMITTAL REQUIREMENT The SOQ shall include a one-page cover letter plus a maximum of fifteen (15) pages to address the SOQ criteria specified above (excluding Resumes). Table of Contents and section divider pages do not count towards the total page count. Resumes for each key team member shall be limited to no more than two pages and shall be attached as Appendix A. Copies of the Statement of Qualifications and Appendix A must be submitted to the attention of; Steve Greenberger Vice President Westfield LLC 4954 Great Northern North Olmsted, Ohio 44070 Failure to comply with the following criteria may be grounds for disqualifications: Receipt of submittal by the specified cut-off date and time. Adherence to maximum page requirements. Adherence to the maximum page criteria is critical; each page single-sided (maximum 81/2 x 11) with criteria information will be counted. Pages that have photos, charts and graphs will be counted towards the maximum number of pages.

SHORT LIST SELECTION PROCESS AND SCHEDULE A 3-member Project Evaluation Panel will evaluate each Statement of Qualifications (SOQ) according to the above criteria, and select a minimum of three finalists that will be Short Listed to receive an RFP (Request for Proposal). Those firms not selected for further consideration will be notified. The following tentative schedule has been prepared for this project. Firms interested in this project must be available on the interview meeting date. Statement of Qualifications Due: Selection of RFP Recipients: Issuance of RFP to Pre-Qualified Firms ATTACHMENTS INCLUDED ARE: WESTFIELDS STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONSULTANT FOR PROFESSIONAL SERVICES INSURANCE REQUIREMENTS October 21, 2011 by 2:00 PM Eastern Time Week of November 7, 2011 Week of November 14, 2011

STANDARD FORM OF AGREEMENT BETWEEN WESTFIELD CONCESSION MANAGEMENT, LLC. AND CONSULTANT FOR PROFESSIONAL SERVICES

Made as of the

day of

in the year Two Thousand and

BETWEEN WESTFIELD CONCESSION MANAGEMENT LLC (WCM) c/o WESTFIELD, LLC 4954 Great Northern North Olmsted, Ohio 44070 Attn: S t e v e G r e e n b e r g e r and the Consultant:

which agreement is herein after referred to as the Agree ment and whic h provi des for furnis hing professional services in connection with the Project described therein. The Project:

Consultant Services: WCMs Construction Manager: Westfield, LLC Design Consultant Agreement Number: WCM and the Consultant agree as set forth below.

Standard Agreement for Professional Services-A/E (WCM)

WESTFIELD LA-9-1-2011

Initials: _______

Cons. CM

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ARTICLE 1 CONSULTANTS SERVICES 1.1 The Pro ject The P roject descript ion as defin ed in t his Agreement sh all b e as outlin ed in t he attached exhibit: Exhibit A Design Criteria 1.2 Services - T he Con sultant agrees to fully and faith fully perf orm t he S ervices w ith r espect to t he Project providing all required la bor, materials, equipment and other things necessary to complete the same in the manner set forth in this Agreement. Services as defined in this Agreement shall be as per the details contained in the following Exhibit: Exhibit B Consultant Services 1.3 Skill an d Expertise At al l ti mes Co nsultant wi ll perfo rm its o bligations under this Ag reement wi th professional skill and diligence and in accordance with all applicable Laws. Consultant will use every effort and do all th ings necessary and app ropriate to p erform the S ervices in an ex peditious an d e conomical manner consistent with sound professional practices. In entering into this Agreement, Westfield Concession Management, LLC (WCM) is relying on the professional skills and expertise of Consultant. 1.4 Performance by Others All pr ofessional services to b e pe rformed as par t o f t he Ser vices s hall be performed directly by Consultant, unless WCM otherwise agrees in writing. Any third party consultants or contractors (h ereinafter collectively called Subconsultants) wh ich Con sultant intends to us e fo r any portion of th e Services must be approved in advance by WCM, including the cost and scope of services to be so performed. Consultant shall be responsible for its Subconsultants and shall require its Subconsultants to perform all work in accordance with the terms of this Agreement. WCMs consent to allow Consultant to use a Subconsultant will not relieve the Consultant of any obligations or conditions of this Agreement. 1.5 Personnel Consultant is fully respon sible for th e acts and o missions of Con sultant, Subconsultants and any other p ersons or entities performing Services under this Agreement. Consultant will enforce discipline and g ood o rder at all times among any p erson or entity employed directly or ind irectly by Consultant or Subconsultants d uring the course o f th e pro ject. Co nsultant will d ismiss any person o r entity emp loyed directly or indirectly by Consultant or Subconsultants from the Project if WCM reasonably determines that the presence of such person or entity is detrimental to the performance of the Services. Consultant will also dismiss such persons or entities from the Project if, in WCMs reasonable opinion, such persons or entities are not qualified to perform the Services or if such persons or entities engage in improper conduct in any manner whatsoever. W CMs d ecision not to request the di smissal o f such p ersons or entities i s n ot an endorsement of such persons or entities ability to perform the Services. 1.6 Schedule: 1.6.1 The Consultants services shall be performed as expeditiously as po ssible to maintain the desired schedule of WCM.

Standard Agreement for Professional Services-A/E (WCM)

WESTFIELD LA-9-1-2011

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Cons. CM

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1.6.2 1.6.3

The Con sultant sh all sub mit fo r WC Ms ap proval a schedule fo r the p erformance of th e Consultants Services which shall be consistent with the schedule outlined in Exhibit E. This schedule sh all in clude allo wances for p eriods o f ti me r equired for WCMs revi ew, for the performance of all of WCMs consultants, and for approval by authorities having jurisdiction over the Project. Time limits established by this schedule approved by WCM shall not, except for re asonable cause and upon advance written notification to WCM, be exceeded. Delays Time is of the essence. Consultant will promptly notify WCM and Construction Manager in writing of any facts or conditions which would affect Consultants ability to meet the completion dates for each phase or part of the Project. If Consultant fails to maintain the progress necessary to complete each phase or part of the Services as required by this Agreement, WCM will be entitled to all rights and remedies provided by law. Upon any such failure, WCM will have the right, but not the obligation, to provide written notice demanding Consultant to work such hours, including night shifts, weekends, and holiday s, and to furnish such additional personnel, equipment and materials for the p eriod of t ime W CM d eems n ecessary to reg ain an d th ereafter maintain th e p rogress required by this Agreement. Co nsultant will provide such extr a wor k, personnel, equ ipment an d materials at no additional cost to WCM. WCMs written notice is not a prerequisite to Consultants duty to pe rform such extra work o r p rovide additional personn el, eq uipment a nd materials. Consultants failu re to comply with this sect ion wil l be a mat erial breach of thi s Ag reement. Notwithstanding any thing contained in this subp aragraph to the con trary, Consultant is not responsible for d elays caused by factors b eyond Consultants reason able contro l, including accidents, acts of God, fa ilure of any governmental or oth er regulatory authority to act in a timely manner, failure o f WCM to furn ish timely information or approve o r disapp rove of Con sultants Services or w ork p roduct p romptly. W hen su ch de lays occ ur, WCM agrees C onsultant is n ot responsible fo r dam ages, nor shall Consultant be deem ed to be in de fault of t his Agreement, provided adequate written notification has been provided to WCM.

1.6.4 1.6.5

1.7 WCM has ret ained West field, LLC t o act as its C onstruction Manager on t he Pr oject. Unless stated otherwise by WCM, Westfield, LLC shall have the authority to act as WCMs agent for the administration of this Agreement. Notices, invoices and other submissions to WCM sh all be submitted to Westfield, LLC on behalf of WCM. WCMs instructions to the Consultant shall be forwarded through Westfield, LLC at the d iscretion of W CM. Unless i ndicated oth erwise, r eferences h erein to W CM sh all in clude We stfield, LLC who may make approvals, determinations and carry out other obligations of WCM herein as if such rights and obligations were exercised directly by WCM. ARTICLE 2 CONSULTANT'S RESPONSIBILITIES 2.1 The Consultant is WCM's independent consultant for the Project, responsible for methods and me ans used in p erforming the Co nsultant's Services under this Agreement and is not a joint ven ture with WCM or Westfield, LLC. 2.2 The Con sultant's S ervices sh all be perform ed in character, sequence and timi ng so th at th ey will b e coordinated w ith t hose of WCM a nd al l other consultants f or the P roject. Al l com munications t o other consultants shall be coordinated through the Architect.

Standard Agreement for Professional Services-A/E (WCM)

WESTFIELD LA-9-1-2011

Initials: _______

Cons. CM

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2.3 The Consultant shall recommend to WCM the obtaining of such investigations, surveys, tests, analyses and reports as may be necessary for the proper execution of the Consultant's Services. 2.4 The Con sultant sh all pro vide progres s c opies o f dr awings, r eports, specifications and oth er necessary information to WCM and oth er con sultants. The Con sultant shall coordinate their Services with all other parties invo lved in th e Project. If the C onsultant becomes a ware of any defect in th e design, drawings, specifications or other contract or do cuments p repared by WCM or by other s, o r be comes a ware o f any defect in the Work, prompt written notice thereof shall be given to WCM by the Consultant. 2.5 Review, a pproval, or acceptanc e of Cons ultants designs or othe r w ork produc ts whether by WCM or others, and whether during Schematic Design Phase, Design Development Phase, Construction Documents Phase, B idding Ph ase, Construction Phase, o r o therwise, shall not r elieve the Consultant f rom t he responsibility for errors and omissions and for compliance with all codes in Consultants work product. 2.6 The Consultant shall not be responsible for the acts, errors or omissions of WCM's other consultants, the Contractor(s), and Subcontractors, any of their agents or employees, or any other persons performing any of the work. 2.7 Safety The Consultant sh all be re sponsible f or i nitiating, m aintaining, s upervising, a nd e nforcing al l safety precau tions and p rograms as required by a pplicable federal, s tate, and loc al l aws, codes and regulations in connection with performance of its Services. The Consultant shall, while upon or about the premises where the work is being performed, o bserve and comply w ith all applicable f ederal, s tate, a nd local safety and fire laws, rules and regulations, in cluding tho se hereto fore o r hereafter p rescribed by Construction Manager or WCM of the Project, and shall be responsible for observance thereof by all C onsultants em ployees, a gents, l icensees, pe rmitees, an d s ubcontractors. Consultant shall ta ke al l reasonable and necessary precautions to protect all property and persons from damage or injury arising out of its Services. Consultant shall kee p premises and v icinity of th e work clean an d de bris and r ubbish caused by Co nsultant, and at the completion o f i ts S ervices shall leave pr emises and v icinity cl ean and ready for use. 2.8 No Conflict of Interest In th e ev ent t hat Consultant re commends to W CM certain v endors, suppliers and/or manufacturers in connection with the work related to the Project, Consultant warrants and represents to WCM that Consultant shall not benefit directly or indirectly from its relationship with any such vendors, suppliers and/or manu facturers due to the engagement of such vendors, suppliers and/or manufacturers by WCM a t a nytime dur ing t he course o f the P roject. In th e event tha t Con sultant h as any pr e-existing business relationships with su ch r ecommended v endors, suppliers and/or manu facturers, C onsultant shall disclose any such pre-existing business relationships to WCM. WCM has the right to audit Consultants books and reco rds with resp ect to C onsultants relation ship with any such vendors, su ppliers and /or manufacturers. In th e event a conflict of int erest arises w hereby C onsultants lo yalties could be div ided between WCM and su ch vend ors, suppliers an d/or ma nufacturers, Consultant sh all provide WC M wi th notice of such conf lict and sha ll continue to vig orously and effectiv ely prov ide the Services to WCM in accordance with the terms of the Agreement. ARTICLE 3 DIRECT SALARY AND DIRECT PERSONNEL EXPENSE 3.1 Direct Salary Expense is defined as th e direct sa laries of all th e Con sultant's personnel engaged on th e Project, but does not include the cost of contributions and benefits related thereto, whether mandatory or customary, as described in Paragraph 3.2 and included in Direct Personnel Expense.
Standard Agreement for Professional Services-A/E (WCM)
WESTFIELD LA-9-1-2011

Initials: _______

Cons. CM

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3.2 Direct Personnel Expense is defined as the direct salaries of all the Consultant's personnel engaged on the Project, and th e portion of t he cost of th eir mandatory a nd customary contributions an d be nefits re lated thereto, such as e mployment t axes a nd other statutory e mployee b enefits, in surance, sick leave, ho lidays, vacations, pensions and similar contributions and benefits, as detailed in Article 10.2.

ARTICLE 4 REIMBURSABLE EXPENSES 4.1 Reimbursable Expenses include actual expenditures made by the Consultant, its Subconsultants (if any) and their employees in the interest of the Project for: 4.1.1 4.1.2 4.1.3 Out of town (gr eater than 50 mil es) travel exp enses includ ing transportation an d living expenses authorized by WCM as needed. Fees paid for securing approvals of authorities having jurisdiction over the Project. Express (same-day or overnight) delivery charges as requested by WCM or required to maintain the schedule for the Project.

4.2 No other exp enses ex cept those st ated above will b e reimbu rsed. Sc anning, faxing and e-mailing are not reimbursable. Telephone calls and local mileage (less than 50 miles) are not reimbursable. 4.2.1 WCM has esta blished a Westfield Plan Room (WPR) for all project documents and reproduction needs. The C onsultant wi ll be required to u se th is h ub fo r all p roject de liverables intended f or distribution. Hardcopies generated fro m th e WPR are in tended for milestone printing on ly. The Consultant or its sub-consultants are responsible for providing and confir ming the deliverables are accurate, complete and in a form at acceptable to th e WPR. If Consultant or its sub-consultants desire hardcopies of any posted d istribution deliverables they may request such information via the WPR at WCMs cost. Under this arrangem ent, any reprogra phics not intended for project distribution will be at Consultants cost and will not be reimbursed.

4.2.2

4.3 Reimbursable expenses as defined above are to be billed at cost. Backup documentation substantiating the charges is to be submitted for all reimbursable expenses. 4.4 As appropriate to facilitate the project, WCM may arrange with 3rd party reproduction company at WCMs cost. 4.5 Estimated Reimbursable Expenses Con sultant acknowledges that th e Estimated Reimbursable Expenses amount, if an y, set fo rth in this Agreement represents Con sultants good faith estimate of Reimbursab le Expenses for w hich it will see k reimbursement here under. Consultant s hall no t ex ceed the E stimated Reimbursable Expenses without advising WCM in writ ing in adv ance of incurring such ex cess amoun ts. Excess amounts of which WCM has not been so advised may, in WCMs sole discretion, be disallowed. ARTICLE 5 PAYMENTS TO THE CONSULTANT 5.1 Payments for the Consultants services and for Reimbursable Expenses shall be made on the basis set forth in Article 10.
Standard Agreement for Professional Services-A/E (WCM)
WESTFIELD LA-9-1-2011

Initials: _______

Cons. CM

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5.2 Prior to First Payment Prior to Co nsultants first application for payment, and as a condition to receiving any payment for Services, Consultant shall submit the following for WCMs approval: 5.2.1 A sample application for payment for review by WCM. The application for payment should be either Exhibit C as attached to this Agreement, or in another similar format acceptable to WCM. Specifically, the li ne it ems id entified in th e Con sultants app lication fo r payment an d the approved contract total must match WCMs line items and total. A list of Subconsultants, if any, the Consultant intends to use to perform any portion of the Services, and a description of th e services to b e performed. WCM must specifically authorize the use of any subconsultant and the cost and scope of services. Job o rganization ch arts o f Con sultants and each Subconsultants technical personnel in tended to perform the Services hereunder, identifying the same by name and employee classification. Insurance certificates and other evidence of insurance required under Article 10 below.

5.2.2

5.2.3 5.2.4

5.3 Representation A requ est fo r payment will con stitute Con sultants representation th at th e Services identified in the request for payment have been actually furnished and completed; that any liens which may arise out of any services p erformed by Consultant or Sub consultants have been released or waived to the extent o f th e Requ est for Payment, and that all Sub consultants h ave b een p aid in fu ll for the services included in the Request for Payment, or will be paid with the proceeds of any disbursement made by WCM pursuant to the Request for Payment. 5.4 If the Project is suspended or abandoned in whole or in part for more than twenty-four months, for reasons other than the fault of the Consultant, the Consultant shall be compensated for all services performed prior to receip t of written no tice fro m WCM of such suspension or ab andonment, tog ether with reimbursable expenses then due. If the project is resumed after being suspended for more than twenty-four months, the Consultant's compensation shall be equitably adjusted. ARTICLE 6 CONSULTANT'S ACCOUNTING RECORDS 6.1 Records of Reimbursable E xpenses and e xpenses pe rtaining to services pe rformed o n the basis of a Multiple of Direct Salary or Direct Personnel Expense s hall be k ept o n t he bas is o f ge nerally a ccepted accounting principles and shall be made available to WCM at mutually convenient times. ARTICLE 7 WCMSHIP AND USE OF DOCUMENTS 7.1 All dr awings, sp ecifications, CADD files, 3 D computer models, computations, t est d ata, su rvey re sults, sketches, d esigns, rend erings, models, photog raphs, and other like doc uments, materials, an d data file s, (collectively Documents) prepared or obtained by the Consultant or its Subconsultants in connection with the Project constitute part of the Services and shall be and remain the property of WCM whether the project for which they are made is executed or not, and may be used by WCM for any purpose with respect to this Project or any other. The Consultant shall be permitted to retain copies, in cluding reproducible copies, of the Documents o nly fo r pu rposes of reference and coordination in connection with future addition s or alterations to the Project; however, this shall not imply any WCMship interest on the part of the Consultant. Consultant waives any claims for infringement of copyright, patent or other intellectual property rights to
Standard Agreement for Professional Services-A/E (WCM)
WESTFIELD LA-9-1-2011

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Cons. CM

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the Documents, and shall defend all suits or claims for infringement by or on behalf of any persons with respect t o t he Services or t he D ocuments, a nd s hall i ndemnify and hold W CM harmless from l oss o r damage on account thereof. 7.2 Submission for distributio n to meet official regulatory requirements o r for o ther purpo ses in connection with the Project is not to be construed as publication in derogation of WCMship rights. 7.3 WCM ac knowledges the Documents as ins truments of professional se rvice. Ne vertheless, the plans and specifications prepared under this Agreement shall become the property of WCM upon completion of th e work o r upo n earlier termination pu rsuant to Article 8 of this Ag reement. WCM ag rees only to hold harmless a nd i ndemnify t he Co nsultant against a ll d amages, claims a nd lo sses, including d efense co sts, arising out of any reuse of the plans and specifications without the written authorization of the Consultant. 7.4 Attribution of Design Credit In recognition of the collaborative nature of the design process and the active involvement of WCMs repres entatives in the d esign pro cess. Con sultant agrees to attribute jo int design credit for the project to Consultant and to Westfield LLC in all oral, written or graphic representation of the Project. These re presentations may be f or marketing, aw ard en tries, web s ites, ge neral public re lations, competitions, publications, resumes, or any other public or private representation of the Project. 7.5 Confidentiality the Do cuments p repared und er th is Agr eement may b e o f a sensitive and confidential nature to WCM. Except as necessary to perform its services or as required by law, Consultant agrees not to present, publish or otherwise make public any reports, plans, images, renderings or other representations or descriptions of the work created under this Agreement without the prior written consent of WCM approving the content and context in which the information is presented. 7.6 CADD Generated Drawings Unless otherwise instructed by WCM, all CADD drawings to be delivered to WCM o r ot her consultants o r contractors o f WCM, including those supplied for contractors u se in preparing shop drawings and as-bu ilt drawings, shall be furnished both in hard copy and on a diskette or other app ropriate electronic me dia. Do cuments furnished as el ectronic media shal l b e in bo th origin al CADD format and a readily printable format (e.g. .PDF or .PLT). Consultant warrants that any copies of drawings d elivered by electronic media a re as true and a ccurate a s th e original h ard copy dra wings delivered. Due to the potential that information set forth on electronic media can be mod ified by WCM or others, u nintentionally or o therwise, Consultant may r emove fro m el ectronic me dia copies of its n ame, seals, logo and other indications of its authorship from each electronic display. WCM recognizes that use of such media by others not under the control or supervision of Consultant will be at WCMs risk and without liability to Consu ltant, but only to the extent th e sa me have been modified from th e original h ard copy drawings by others not under the control or supervision of Consultant. ARTICLE 8 TERMINATION OF AGREEMENT 8.1 WCM sh all h ave th e right to termin ate this Agreement at any time upon written notice to Consultant. In event of t ermination, subject to any offset or claim of WCM with respect to this Agreement or any other agreement between Consultant and WCM, Consultant shall be compensated for Services performed prior to termination on a percentage of completion basis if the manner of compensation is Lump Sum or otherwise on a Time and Materials Basis as provided in Article 10 below. No penalty or premium, including so-called termination expenses shall be charged to WCM in connection with the termination of this Agreement. ARTICLE 9
Standard Agreement for Professional Services-A/E (WCM)
WESTFIELD LA-9-1-2011

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MISCELLANEOUS PROVISIONS 9.1 Unless otherwise specified, this Agreement shall be governed by the l aw of t he State where the project is located with venue and jurisdiction of any dispute in the City and State where the Project is located. If this Agreement covers S ervices f or p rojects loc ated in more th an a single S tate, the law of the S tate o f California shall govern with venue and jurisdiction of any dispute in the City of Los Angeles in the State of California. 9.2 WCM and th e Co nsultant, resp ectively, bind th emselves, th eir pa rtners, su ccessors, a ssigns and l egal representatives to the other party to this Agreem ent a nd to the partners, s uccessors, ass igns a nd legal representatives of such other party with respect to all covenants of this Agreement. Neither WCM nor the Consultant shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. 9.3 This Agreement represents the entire and integrated agreement between WCM and the Consultant for the Consultants Services and sup ersedes all prior negotiations, representations or ag reements, either written or oral. This Agreement may be amended only by a Change Order Authorization (Exhibit D attached hereto) signed by both WCM and the Consultant. 9.4 Severability Should any section, paragraph, clause, term or provision of this Agreement, or any document required to b e executed t hereby b e de clared invalid, void o r un enforceable, then su ch section, paragraph , clause, term or pro vision wi ll b e d eemed to b e severed fr om th e Agreement and all remain ing section s, paragraphs, clau ses, terms and provi sions will r emain in ful l fo rce and effect and will in no way be invalidated, impaired or affected thereby. 9.5 Exhibits If exhibits are attached hereto, the terms and conditions set forth in such exhibits are hereby made a part of this Agreement and incorporated herein by reference; provided however, that if any such exhibit is a letter, p roposal or o ther writing originally prepared by or on behalf of Con sultant, any term or condition contained therein which is inconsistent or in con flict with the terms and conditions of thi s Agreement shall be deemed ineffective and not a part of this Agreement, unless the parties shall specifically ratify or reaffirm such in consistent o r con flicting provisi on in writi ng. It is th e ex press int ent of th e part ies hereto th at th e terms and conditions of this Agreement shall control over any inconsistency or conflict with any part of the Exhibits except to the extent otherwise provided in writing. 9.6 Captions A ll c aptions contained h erein ar e in serted so lely for convenience an d will not b e dee med to define, restrict or limit the meaning of the text, the scope or intent of this Agreement. ARTICLE 10 BASIS OF COMPENSATION WCM shall compensate the Consultant for the Scope of Services provided, in accordance with Article 5, Payments to the Consultant, and the other Terms and Conditions of this Agreement, as follows: 10.1 Basis of Compensation If the compensation described below is based upon a lump-sum basis, the fee for such service will not exceed the agreed upon lump-sum regardless of the n umber of hou rs Consultant spends in performing its Services. If the compensation described below is based on a time and materials not to exceed basis, Consultant will not be en titled to any compensation above the stated amounts without WCMs prior written approval as identified below.

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10.2 COMPENSATION FOR THE CONSULTANT'S SERVICES, as desc ribed in Article 1 and E xhibit B, Consultant's Services, shall be a Fixed Price Lump Sum of $ as full and complete consideration for the performance of the Consultants duties. The Consultant shall furnish the specific individuals and/or individual classifications, in connection with the performance of its Services: Title/Classification Individual Company $ $ $ $ $ $ Specific Individuals: The Representative for this contract is . Resumes shall be submitted to the Construction Manager for app roval of specific ind ividuals, sub-consultants, and the staffing positions listed above. Specific individuals can change in order to fulfill the Project staffing requirements and shall be authorized and ap proved by the Con struction Man ager. T he C onsultant guar antees that the above-referenced staffing plan is sufficient to fulfill the negotiated Scope of Work and project needs. If Consultant must obtain additional staff after the execution of the Agreement in order to maintain the original Scope of Work and Schedule, Consultant shall do so at its own cost. 10.3 WCM and the Consultant agree in accordance with the Terms and Conditions of this Agreement that: 10.3.1 Changes W CM s hall h ave t he r ight a t a ny time by written order t o C onsultant to m ake changes, additions or deletions in the Services. If any order affects the basis of compensation as identified a bove or t he Project sc hedule, Consultant sh all notify WCM before implementing such ch ange or providing such addi tional s ervice with a written q uotation specify ing in su ch detail as WCM requests, the change in co mpensation and/or time caused by the order. Failure to sub mit such a written requ est will be de emed a w aiver of any righ t to add itional compensation or additional time. WCM may accept the quotation a nd amend the Agreement using Exhibit D Change Order Authorization. If the parties canno t otherwise agree, WCM may require Consultant to proceed notwithstanding su ch quotat ion, and an equitable cred it for deleted Services and/or equ itable compensation for extra Services shall be made using the Time and Materials Basis manner of compensation provided in section 10.3.5 below. Hourly Rate $

10.3.2

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10.3.3 10.3.4 10.3.5

No modifications to the contract amount or the contract time will be made without the issuance of Exhibit D completed and fully executed by both WCM and Consultant. Any req uired adju stment t o the estimated r eimbursable expenses sh all be acknowledged in writing by both parties using Exhibit D. The basis of co mpensation for cont ract mod ifications using Exh ibit D may be a lu mp-sum amount, a cost plus, a time and materials basis or other process agreed upon by the parties. In all instances a max imum amount must be agreed upon by both parties . There will be no open ended changes to the Agreement. If the Services covered by this Agreement have not b een completed within 12 months beyond the schedule set forth herein, through no fault of the Consultant, the amounts of compensation, rates and multiples set forth shall be equitably adjusted.

10.3.6

10.4 PAYMENT PROVISIONS 10.4.1 WCMs ob ligation to make any pay ments will be subject to its righ t to withho ld an a mount equal t o any o utstanding claims WCM may ha ve against C onsultant un der or i n c onnection with its Services or any other Agreement between the parties hereto. WCM may issue payment in the form o f a check made join tly payable to Con sultant an d its Sub consultants at W CMs sole discretion. Monthly invoices shall be submitted based on percentage of work performed per task (for lump sum agreements), according to the format outlined in Exhibit C attached hereto. Invoices for extra fees, extra services and/or reimbursable expenses exceeding the total approved contract (including approved change orders) will be returned unpaid. Payment will be net 45 days. Invoices will be paid only for services performed. Invoice format must be approved by WCM as specified in Article 5 above. Invoice formats not approved by WCM will be returned unpaid.

10.4.2 10.4.3 10.4.4 10.4.5 10.4.6

10.5 INSURANCE AND INDEMNIFICATIONS 10.5.1 The Con sultant sh all effect and maintain for t he statute p eriod of li mitations, i nsurance to protect itself from claims arising from or related to Services performed or to be performed by the Consultant under this Agreement as follows: (a) Statutory worker's co mpensation and cl aims under emp loyer's liability wi th minimum limits of $1,000,000. (b) Commercial general liability insurance on an occurrence basis, covering operation of th e Consultant against claims of bodily injury including personal injury, sickness or disease or death, and property damages in the amount of $1,000,000. (c) Automobile liability fo r o wned, hired and non -owned vehicles, against claims o f bodily injury, and property damage in the amount of $1,000,000. (d) Professional liability insurance policy (Errors and Omissions) covering claims arising from negligent acts, erro rs, or o missions, arising out of the performance of professional service
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in th e amount with L imited Con tractual Li ability Co verage in favor o f W CM and a deductible no greater than $25,000 p er claim. Any SIR or o ther form of self-insurance level must b e c learly i dentified as s uch on th e C ertificate of In surance and i s subject to approval by WCM. This ins urance sh all be procured on an annu al ba sis and sh all be maintained fo r not l ess th an the du ration of th e Agreement and five (5 ) y ears fo llowing Consultants receipt of final payment, in the following amounts: i. Total Compensation for Agreement is less than $250,000, Consultant shall prov ide Professio nal Liab ility insu rance in the a mount of $1,000,000 per occurrence; ii. Total Compensation fo r Agreemen t is more than $25 0,000, Consultant shal l p rovide Pro fessional Li ability in surance in the amount of $3,000,000 per occurrence; iii. Services in cluding heav y civil, structural, geotechn ical, an d environmental e ngineering will re quire P rofessional Liability insurance in the a mount of $3,000,00 0 per o ccurrence reg ardless of value of this Agreement. 10.5.2 Consultant sh all r equire an y and al l eng ineers, su bconsultants and sub contractors eng aged or employed by Consultant in connection with the performance of Consultant's Services hereunder to carry and maintain, at all times while engaged in the performance of the Services covered by this Agreement, insurance with limits and coverage not less than those required above. At th e requ est of WCM and/or p er th e terms in Section1 0.5.1 Co nsultant sh all increase th e limits of th e coverages required by this Agreement to su ch a mounts as may b e requ ested by WCM. If applicable, the additional premium attributable to such increases in coverage shall be reimbursed by WCM upon receipt of acceptable back-up and invoice for such request. The Commercial General Liability and Automobile Liability insurance policies, as required by Consultant pursuant to Section 10.5.1 shall be endorsed to WCM as follows: Westfield America Limited Partnership, , and Westfield LLC, and any and all of their r espective, p arents, partners, subsidiaries and a ffiliates, together w ith any mortgagee from tim e to time of the Landlor ds in terest, are n amed as an additional insured, as their interests may appear. Contractor shall provide Construction Manager with a copy of the additional insured endorsements in favor of WCM and Construction Manager. 10.5.5 All policies of insurance carried by Consultant pursuant to this Section 10.5.1 shall provide that the same shall not be canceled o r a mended and th at the i nsurer sh all not f ail to ren ew su ch coverage without at least thirty (30) days' prior written notice given by the insurer to WCM. All liability insurance policies written on a claims-made basis shall be maintained for a minimum of five (5) years following completion of all services under this agreement. Furthermore, the following must appear on Consultants insurance certificate as either a provision or an endorsement: Indemnity

10.5.3

10.5.4

10.5.6

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All Services covered by this Agreement carried out at the Site or in preparing or delivering designs, any or all of them to the Site shall be at the risk of Consultant exclusively. Consultant shall, with respect to all Services which are covered by or incidental to this Agreement, to the fullest extent permitted by law, indemnify and hold WCM, WCMs lender, Westfield, LLC and such other parties as WCM may request and th eir respective agents, officers, employees and servants harmless fro m an d against all of the fo llowing, except for su ch claims as found to have been caused by the indemnitees willful misconduct or sole negligence: (a) All cl aims, d emands or liabilities (in cluding reason able attorneys fees) arising o ut of o r encountered in connection with this contract or the prosecution of the Work under it. (b) Any claims, liability, loss, damage, cost or expense including but not limited to reasonable attorneys fees, award fine or judgment, arising by reason o f 1) the death or b odily injury to pe rsons, 2) p roperty dam age, 3) des ign d efects or 4 ) any l oss, d amage or expense, related to the Work reg ardless of wheth er the same s hall occur aft er co mpletion of th e Work; and (c) Any claim, li ability, loss, da mage, co sts (including r easonable at torneys' f ees), awards, fines or judgments arising by reason of any obligation or indemnity which Consultant has to WCM. It is expressly acknowledged and agreed that each of the foregoing indemnities is independent, and that each shall be given effect. This Agreement entered into as of the day and year first written above. Consultant: , a By: ____________________________ Its: ____________________________ Westfield Concession Management, LLC a Delaware Corporation

By: ____________________________ Its: ____________________________ By: ____________________________ Its: ____________________________

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EXHIBIT A DESIGN CRITERIA

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EXHIBIT B CONSULTANTS SERVICES

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EXHIBIT C CONSULTANTS APPLICATION FOR PAYMENT

Project: Project_Name Consultant: Consultant_Name Design Consultant Agreement Number: Invoice #______________dated:______________ Completed Previously to Date Billed Project #: Project_Number

TASKS/ BREAKDOWN Original Scope_line_1 Contract Scope_line_2 Scope_line_3 Scope_line_4 Scope_line_5 Scope_Line_6

Amount Scope_Cost_1 Scope_Cost_2 Scope_Cost_3 Scope_Cost_4 Scope_Cost_5 Scope_Cost_6

Percent Complete

Current due

TOTAL CONTRACT VALUE: CO DESCRIPTION CO # CO # CO # CO # CO # CO # CO # CO # CO # TOTALS:

Total_Contract_Cost

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EXHIBIT D WESTFIELD CHANGE ORDER

Westfield Corporation, Inc.

11601 Wilshire Boulevard 12th Floor Los Angeles, CA 90025-1748 Phone (310) 445-6851 Facsimile (310) 478-6697

Construction Change Order

Project Name: Subcontractor: Design Studio Contract Title: Design Studio-Ph 1B Expansion Change Order Number: DCA_000013-CCO_ Scope/Delivery Instructions: Project Number: 99999996

Change Order Date:02-Sep-2011

Prepared By:

Total This Change: Original Contract Sum: Previous Change Orders: Revised Contract Sum: Signature:

0.00 15,000.00 80,000.00 95,000.00

Authorized By:

For Subcontractor:

Signature:

This Change Order does not include changes in the Contract Price and Time authorized by Construction Change Directive until the final cost and time is agreed upon by the Parties. This Change Order amends the Agreement. Execution of this change order represents full and final costs of all direct, indirect, and delay costs for the scope of services identified hereon unless noted otherwise.

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EXHIBIT E PROJECT SCHEDULE This schedule shall be come part of this Agreem ent, and will include allowa nces f or periods of time required for WCM s re view, for the per formance of all of WCM s c onsultants, and for appr oval by authorities having jurisdic tion over the Project. Consultants compliance with the sc hedule is of the essence and is a material provision of this Agreement. The schedule for this Project is as follows:
Activity Start Complete

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