HomeMy WebLinkAbout130-99 RESOLUTIONRESOLUTION NO 130-99
A RESOLUTION APPROVING AN ARCHITECTURAL
AGREEMENT WITH MEYER, SCHERER AND ROCKCASTLE,
LTD., OF MINNEAPOLIS, MINNESOTA, FOR THE DESIGN OF
THE PROPOSED PUBLIC LIBRARY (PHASE I); AND
APPROVAL OF A BUDGET ADJUSTMENT.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS•
Section 1. That the City Council hereby approves the architectural agreement with
Meyer, Scherer and Rockcastle, Ltd., of Minneapolis, Minnesota, for the design of the proposed
public library (Phase I). A copy of the agreement is attached hereto marked Exhibit "A" and made
a part hereof.
Section 2. The City Council hereby approves a budget adjustment in the amount of
$174,856 increasing Architectural Services, Acct. No. 4470 9470 5314 03, Project No. 99073 20,
in the amount of $160,000 and Use of Fund Balance, Acct. No. 4470 0947 4999 99 in the amount
of $14,856, by decreasing Street Improvements, Acct. No. 4470 9470 5809 00, Project No. 97032
20. A copy of the budget adjustment is attached hereto marked Exhibit "B" and made a part hereof.
PASSED AND APPROVED this day of October , 1999.
APPROVED:
By.
ATTEST:
By
rt. - Heather w6
1.' a
1• r •;.' •
r
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ff, City C erk
Fred Hanna, Mayor
ORIGINAL
Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services
AIA Document B141 -1997
1997 Edition - Electronic Format
This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION
OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.
Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, C1997 by The American Institute of Architects. Reproduction of
the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution.
TABLE OF ARTICLES
1.1 INITIAL INFORMATION
1.2 RESPONSIBILITIES OF THE PARTIES
1.3 TERMS AND CONDITIONS
1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.5 COMPENSATION
AGREEMENT made as of the first day of September in the year nineteen hundred ninety-nine
(In words, indicate day, month and year)
BETWEEN the Architect's client identified as the Owner:
(Name, address and other information)
City of Fayetteville, Arkansas
113 West Mountain Avenue
Fayetteville, AR 72701
and the Architect:
(Name, address and other information)
Meyer, Scherer & Rockcastle, Ltd.
119 North Second Street
Minneapolis, MN 55401-1420
For the following Project:
(Include detailed description of Project)
A new central library facility, referred to as the Fayetteville Public Library, for the City of Fayetteville, Arkansas;
The Owner and Architect agree as follows.
ARTICLE 1.1 INITIAL INFORMATION
1.1.1 This Agreement is based on the following information and assumptions.
(Note the disposition for the following items by inserting the requested information or a statement such as "not applicable, " "unknown at time of execution" or
"to be determined later by mutual agreement. J
The central library facility will consist of approximately 90,000 square feet building and a parking structure. for 212 cars, and will
be located on a 3 -acre site in downtown Fayetteville,
AIA DOCUMENT 6141 -STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the
violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration
as noted below.
Electronic Format B141-1997
User Document: B141-A.DOC -- 9/22/1999. AIA License Number 100381, which expires on 3/6/2000 -- Page #1
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe if appropriate, proposed use or goals.)
The facility will serve as the central library facility for the City of Fayetteville as described in the Master Plan for Library
Services and Facilities: 1998-2020 adopted by the Library Board.
1.1.2.2 The physical parameters are:
((dents or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports about the site.)
The proposed site is located between West Mountain and West Rock Streets, and South School and South West Avenues:
1.1.2.3 The Owner's Program is:
(Identfy documentation or state the manner in which the program will be developed.)
Shall be determined as part of this Agreement:
1.1.2.4 The legal parameters are:
(Idents pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.)
Not Applicable
1.1.2.5 The financial parameters are as follows.
ORIGINAL
.2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is: Construction;
cost of the Building in September 1999 dollars is estimated to be $14,400,000 ($160 GSF). Construction cost of the
Building in September 2001 dollars is estimated to be $15,696,000 ($174.49 GSF). Construction cost of the parking
structure in September 1999 dollars is estimated to be $2,200,000 ($11,000 per car). Construction cost of the
parking structure in September 2001 dollars is estimated to be $2,398,000 ($11,990 per car). The cost of furnishings
and equipment in September 2001 dollars is estimated to be $1,547,980. These figures were based on an escalation
factor of 4% per year. It is agreed that this factor will revisited at the conclusion of Phase 1 Services.
1.1.2.6 The time parameters are:
(Idents, if appropriate, milestone dates, durations or fast track scheduling)
Phase Ito be completed within 120 calendar days from the date of the written notice to proceed. Phase I_I timeframe to be,
determined at the conclusion of Phase I.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Idents method such as competitive bid, negotiated contract, or construction management.)
Single prime contract through competitive bid:
1.1.2.8 Other parameters are:
(Idents special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.)
The scope of this Agreement shall be divided into two phases: Phase 1 - Pre -funding design and site studies; and Phase 2 - Design
documentation and construction administration. The allocation of services is described in Article 2.8 of this Agreement!
1.1.3 PROJECT TEAM
1.1.3.1 The Owner's Designated Representative is:
(List name, address and other information.)
Fred Hanna, Mayor of the City of Fayetteville - or his designee.
1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architects
submittals to the Owner are:
(List name, address and other information)
Not Applicable
1.1.3.3 The Owner's other consultants and contractors are:
(List discipline and, if known, identify them by name and address.)
Not Applicable
1.1.3.4 The Architects Designated Representative is:
(List name, address and other information.)
Jeffrey A. Scherer, FAIA - Partner -in -charge
Sean M. Wagner, Project Manager
AIA DOCUMENT 3141 -STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the
violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration
as noted below.
Electronic Format B141-1997
User Document: B141-A.DOC -- 9/22/1999. AIA License Number 100381, which expires on 3/6/2000 -- Page #2
ORIGINAL
1.1.3.5 The consultants retained at the Architect's expense are:
(List discipline and, if known, identify them by name and address)
Traffic Engineer; Civil Engineer; Structural Engineer; Mechanical, Electrical and Plumbing Engineer;__ Data and'
Telecommunications Design Consultant; and Cost Estimating Consultant:
1.1.4 Other important initial information is:
Not Applicable
1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract
for Construction shall be the edition of AIA Document A201 current as of the date of this Agreement eras-foNews:
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining
the Architect's compensation. Both parties, however, recognize that such information may change and, in that event, the Owner
and the Architect shall negotiate appropriate adjustments in schedule, compensation and Change in Services in accordance with
Paragraph 1.3.3.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding
requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written
request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights.
1.2.2.2 The Owner shall periodically update the budget for the Project, including that portion allocated for the Cost of the Work.
The Owner shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost of the
Work, or contingencies included in the overall budget or a portion of the budget, without the agreement of the Architect to a
corresponding change in the Project scope and quality.
1.2.2.3 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of
the Architect's services.
1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required
by the scope of the Project.
1.2.2.5 Unless otherwise provided in this Agreement, the Owner shall famish 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.
1.2.2.6 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.
1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the
Project, including any errors, omissions or inconsistencies in the Architects Instruments of Service.
1.2.3 ARCHITECT
1.2.3.1 The services performed by the Architect, Architect's employees and Architects consultants shall be as enumerated in
Article 1.4.
AIA DOCUMENT B141 -STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the
violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration
as noted below.
Electronic Format B141-1997
User Document: B141-A.DOC -- 9/22/1999. AIA License Number 100381, which expires on 3/6/2000 -- Page #3
ORIGINAL
1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with profes Tonal skil and care and the
orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the
Architect's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which shall
be adjusted, if necessary, as the Project proceeds. This schedule shall include allowances for periods of time required for the
Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having
jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable
cause be exceeded by the Architect or Owner.
1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architects
behalf with respect to the Project.
1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner,
unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's
consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner.
1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond
in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.2.3.7 The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the
Owner. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any errors, omissions
or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the
Owner of all elements of the Project designed or specified by the Architect.
1.3.1.2 The Cost of the Work shall include the cost at current market rates of labor and materials furnished by the Owner and
equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or
supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance
for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the
time of bidding and for changes in the Work.
1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the
land, rights-of-way and financing or other costs that are the responsibility of the Owner.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the
Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the Architect's
consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law,
statutory and other reserved rights, including copyrights.
1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's
Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall
comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain
similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. Any termination of this Agreement
prior to completion of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further
AIA DOCUMENT B141 -STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the
violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration
as noted below.
Electronic Format B141-1997
User Document: B 141-A.DOC -- 9/22/1999. AIA License Number 100381, which expires on 3/6/2000 -- Page #4
ORIGINAL
reproductions of Instruments of Service and shall return to the Architect within seven days of termina ion all originals and
reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged in default of this Agreement,
the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the Owner to
authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes,
corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project.
1.3.2.3 Except for the licenses granted in Subparagraph 1.3.2.2, no other license or right shall be deemed granted or implied
under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to
another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the
Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to reproduce applicable portions of the
Instruments of Service appropriate to and for use in their execution of the Work by license granted in Subparagraph 1.3.2.2.
Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection
with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architects
consultants. The Owner shall not use the Instruments of Service for future additions or alterations to this Project or for other
projects, unless the Owner obtains the prior written agreement of the Architect and the Architects consultants. Any unauthorized
use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architects
consultants.
1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the
Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate
written agreement set forth the specific conditions goveming the format of such Instruments of Service or electronic data,
including any special limitations or licenses not otherwise provided in this Agreement. Five. (5)::sets.of all :drawings shall. be:
furnished to the Owner for review and final approval. The cost of these drawings shall be a Reimbursable: Expense.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of the Architect, including services required of the Architects consultants, may be accomplished
after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by circumstances
beyond the Architect's control, or if the Architects services are affected as described in Subparagraph 1.3.3.2. In the absence of
mutual agreement in writing, the Architect shall notify the Owner prior to providing such services. If the Owner deems that all or
a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect, and the Architect
shall have no obligation to provide those services. Except for a change due to the fault of the Architect, Change in Services of the
Architect shall entitle the Architect to an adjustment in compensation pursuant to Paragraph 1.5.2, and to any Reimbursable
Expenses described in Subparagraph 1.3.9.2 and Paragraph 1.5.5.
1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the Architect shall be entitled to an
appropriate adjustment in the Architects schedule and compensation.
. 1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service;
. 2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to
previously prepared Instruments of Service;
. 3 decisions of the Owner not rendered in a timely manner;
.4 significant change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or
budget, or procurement method;
.5 failure of performance on the part of the Owner or the Owner's consultants or contractors;
. 6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except
where the Architect is party thereto;
.7 change in the information contained in Article 1.1.
AIA DOCUMENT 3141 -STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the
violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration
as noted below.
Electronic Format B141-1997
User Document: B141-A.DOC -- 9/22/1999. AIA License Number 100381, which expires on 3/6/2000 -- Page #5
1.3.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shat be ubject o mediation as
a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. If such matter relates to or
is the subject of a lien arising out of the Architect's services, the Architect 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 by arbitration.
ORIGINAL
1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by
mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation
Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other
party to this Agreement and with the American Arbitration Association. The request may be made concurrently with the filing of a
demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings,
which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by
agreement of the parties or court order.
1.3.4.3 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.
1.3.5 ARBITRATION
1.3.5.1 Any .ai. dispute or other matte_ in ionarising
1.3.5.2
atbitratien-whic -unless-the-parties mutaallyagreeatherwise, shall-br��e�-in accordance-with-the-GenstwI
stion ndustry bitration
^san
Rules-effhe eriarbitration Acsociationaurrentlyie effect. Thedemand-for arbitration shall-be-filed-in_vriting-with-the-
•
1.3.5.3 A Elemand-forarbitration reasonable time -or other ...a».._ ha..
1.3.5.4 Ne arbitration arising mot-efcrlati:g-te thi Agreement 5hall include, by censelidatien-erjoinder-or-inany-other-
manadditional-person .
this -Agreement and signed by theOwnpr, Architect, and any -ether -person-of entityseughtt-ebejoined.-Gensent-tearbitration
•
net deseribed-in-the-writtea -oonsent -or -with-a -person-or -entity -net -named -or -deseribecl -thereim —The -foregoingagreement-te-
1.3.5.5 Theaward-rendered by thearbitratercr arb� trn ors shall -be final,and judgment maybe -entered upon-it-in-aceerdanse-
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Architect and the 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 in accordance with Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the law of the State of Arkansas.
1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General
Conditions of the Contract for Construction, current as of the date of this Agreement.
AIA DOCUMENT B 141 -STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the
violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration
as noted below.
Electronic Format B141-1997
User Document: B141-A.DOC -- 9/22/1999. AIA License Number 100381, which expires on 3/6/2000 -- Page #6
ORIGINAL
1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion
for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for
acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any
later than the date when the Architect's services are substantially completed.
1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect 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 as set forth in the edition of AIA Document A201, General Conditions
of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall
require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties
enumerated herein.
1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
party against either the Owner or Architect.
1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for
the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any
form at the Project site.
1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among
the Architects promotional and professional materials. The Architect shall be given reasonable access to the completed Project to
make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to
be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials
for the Project.
1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted
to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to
execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement.
1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect
to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of
the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such
event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents
reasonably required to facilitate such assignment.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered
substantial nonperformance and cause for termination or, at the Architects option, cause for suspension of performance of
services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give
seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner
for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be
paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architects services.
The Architect's fees for the remaining services and the time schedules shall be equitably adjusted.
1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for
services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for
expenses incurred in the interruption and resumption of the Architects services. The Architect's fees for the remaining services
and the time schedules shall be equitably adjusted.
1.3.8.3 If the Project is suspended or the Architects services are suspended for more than 90 consecutive days, the Architect
may terminate this Agreement by giving not less than seven days' written notice.
AIA DOCUMENT B141 -STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the
violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration
as noted below.
Electronic Format B141-1997
User Document: B141-A.DOC -- 9/22/1999. AIA License Number 100381, which expires on 3/6/2000 -- Page #7
ORIGINAL
1.3.8.4 This Agreement may be terminated by either party upon not less than fourteen seven days' written notice shou d the
other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the
termination.
1.3.8.5 This Agreement may be terminated by the Owner upon not less than fourteen seven days' written notice to the Architect
for the Owner's convenience and without cause.
1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed
prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Subparagraph
1.3.8.7.
1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly
attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architects anticipated
profit on the value of the services not performed by the Architect.
1.3.9 PAYMENTS TO THE ARCHITECT
1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon
presentation of the Architects statement of services. No deductions shall be made from the Architects compensation on account
of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the
Work other than those for which the Architect has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses, as authorized by the •Owner, are in addition to compensation for the Architect's services and
include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified
in the following Clauses:
. 1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic
communications;
.2 fees paid for securing approval of authorities having jurisdiction over the Project;
. 3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
. 4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner;
. 5 renderings, models and mock-ups requested by the Owner;
. 6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional
insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the
Architect's consultants;
. 7 reimbursable expenses as designated in Paragraph 1.5.5;
. 8 other similar direct Project -related expenditures.
1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the
basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized
representative at mutually convenient times. MonthlyAnvoices; to the Owner shall include a itemized :listrofathe expenses.'No
alcoholic beverages shall be included as a: Reimbursable Expense.
1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the
portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and
other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions.
AIA DOCUMENT B 141 -STANDARD FORM AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the
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ORIGINAL
ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the
Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the
documents listed below.
1.4.1.1 Standard Form of Agreement Between Owner and Architect, AIA Document B141-1997.
1.4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AIA Document B141-1997, er—as-follows:
(List other documents, if any, delineating Architect's scope of services)
1.4.1.3 Other documents as follows:
(List other documents, if any, forming part of the Agreement)
1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows:
1.4.2.1 Risk Allocation Disclaimer
The Owner and the Architect have discussed their risks, rewards, and benefits for the project and the Architect's total fee for services.
The Architect agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Owner, its officers, directors and employees against
all damages, liabilities, or costs to the extent caused by the Architect's negligent performance of professional services under this Agreement and that
of its subconsultants or anyone for whom the Architect in legally liable.
The Owner agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Architect, its officers, directors, and employees against
all damages, liabilities, or costs to the extent caused by the Owner's negligent acts in connection with the Project and the acts of its contractors,
subcontractors, or consultants, or anyone for whom the Owner is legally liable.
Neither the Owner, nor the Architect, shall be obligated to indemnify the other in any matter whatsoever for the other party's fault.
1.4.2.2 Indemnification for Pollution Disclaimer
In consideration of the unavailability of professional liability insurance from services relating to or arising out of or associated in any way with thee.
actual, alleged or threatened discharge, dispersal, release or escape of pollutants or any governmental or regulatory directive or request for testing,
monitoring, clean up, removal, containment, treatment, detoxify or neutralize pollutants, it is expressly agreed between the Owner and Architect that
the Owner shall indemnify and hold harmless the Architect, its consultants, agents, and employees from and against all claims, including claims of
employees of the Owner, any Contractor and Subcontractors, damages, losses and expenses, direct and indirect, or consequential damages,
including but not limited to fees and charges of attorneys, court costs, and the costs relating to arbitration fees, and costs relating to government or
regulatory directives or requests arising out of or related in any way to "pollution" by any party involved with the project and regardless of whether
the claims or damages are based on Contract, tort, including negligence, strict liability, warranty, or otherwise. "Pollutants" is defined as any solid,
liquid, gaseous, or thermal irritant or contaminant, including smoke vapor, soot, fumes, acids, alkalis, chemicals, and waste:
1.4.2.3 Repetitive Stress Disclaimer _
It is acknowledged by the Owner that the Architect's scope of services does not include services relating to the selection of office -type equipment,
including but not limited to computers, video display terminals, and keyboards, nor relating to the ergonomic effects associated with the use of such
equipment. Accordingly, the Owner agrees, notwithstanding any other provision of this Agreement, to the fullest extent permitted by Law, to
indemnify and hold harmless the Architect, and its principals, officers, directors, employees, agents, and independent consultants and any of them
from all claims, suits, demands, liabilities, losses or costs, including reasonable attorney's fees and defense costs, arising out of the use of
office -type equipment, including but not limited to computers, video display terminals, and keyboards, or for those resulting from cumulative
trauma disorder, repetitive stress injuries or any adverse ergonomic effects associated with the use of such equipment.
1.4.2.4 CADD Indemnification
The CADD drawing files prepared by the Architect for this project are instruments of the Architect's service for use solely with respect to this
project. During the course of the implementation of the project, and with the Architect's approval, others shall be permitted to obtain copies of the
CADD drawing files for information and reference only. These CADD drawing files shall not be used on other projects, for additions to this'',
Project, or for completion of this Project by others. Any intentional or unintentional revisions, additions or deletions to these CADD drawingsfiles
shall be made at the full risk of the person(s) making such revisions, additions, or deletions, and shall hold harmless and indemnify the Architect of
any and all responsibilities and liabilities.
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ORIGINAL
ARTICLE 1.5 COMPENSATION
1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows:
A stipulated sum of one million six hundred thirty-four thousand five hundred sixteen dollars and zero cents ($1,634,516.00). The
Architect may make modest adjustments to the approximate percentages of total fee shown below with no change to the total fee
except as allowed in Article 1.3.3
Phase 1 Services:
Building Program
Traffic Engineering Study
Architecture and Consultants Pre -funding Services
Subtotal for Phase 1 Services
Phase 2 Services:
Architecture and Consultants Design Services
Schematic Design
Design Development
Construction Documents
Construction Procurement
Construction Administration
Subtotal for Phase 2 Services
$30,000 (1.84%)
$3,500 (0.01%)
$80,051 (4:93%)
$113,551 (6.78%)
$96,061 (5.94%)
$240,152 (14.7%)
$736,468 (45.1%
$48,030 (2.94%)
$400,254 (24.54%)
$1,520,965 (93.22%)
Total for both phases $1,634,516.00 (100.0%)
1.5.1.1 The architects compensation will be adjusted if the project is increased above 99,000 gross square feet or below 81,000
gross squre feet. This represents a 10% addition or reduction -from the building of 90,000 gross square feet.
1.5.1.2 Written authorization by the Owner shall be obtained prior to beginning Phase II work.
1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be
adjusted. Such adjustment shall be calculated as described below or, if no method of adjustment is indicated in this Paragraph
1.5.2, in an equitable manner.
(Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify
employees, if required. Idents specific services to which particular methods of compensation apply.)
Principal Architect $150.00
Supervisory Architect $80.00 - 100.00
Registered Architect $53.50 - 76.50
Intern Architect $37.50 - 72.50
Drafter/Modeler $28.50 - 35.00
Specification Writer $85.50
Head Interior Designer $100.00
Interior Designer $27.00 - 65.00
CADD Manager $62.00
Admin / Word Processing $37.50 - 58.00
1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one point one
1.1) times the amounts billed to the Architect for such services.
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•
ORIGINAL
1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items inc uded in Paragraph 1.5.5 as
Reimbursable Expenses, the compensation shall be computed as a multiple of one point zero ( 1.0) times the expenses incurred
by the Architect, and the Architect's employees and consultants. Estimated reimbursable expenses are as follows:
Travel, hotel, meals and transportation
Postage, in-house reproduction, long-distance
Models and presentation drawings
Bid document reproduction & distribution
Total Reimbursable Budget
$55,000.00
$15,000.00
$10,000.00
$30,000.00
$110; 000.00
1.5.5 Other Reimbursable Expenses, if any, are as follows:
Not Applicable
1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall
be adjusted in accordance with their normal salary review practices (approximately five percent (5%) per year).
1.5.7 An initial payment zero Dollars ($ 0) shall be made upon execution of this Agreement and is the minimum payment
under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be
made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement.
1.5.8 Payments are due and payable thirty (30 ) days from the date of the Architects invoice. Amountsunpaid r `day afer
at the principal place of business of tho Architect.
(Insert rate of interest agreed upon.)
zero percent
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and
Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be
obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.)
1.5.9 If the services covered by this Agreement have not been completed thirty-six (36 ) months of the date hereof, through
no fault of the Architect, extension of the Architects services beyond that time shall be compensated as provided in Paragraph
1.5.2.
This Agreetpent entered into as of the day and year first written above.
OWNER (Signature)
Paco 11134.NA MRyo�
(Printed name and title)
R ' ITECT (.ignature)
Jeffrey A. Scherer FAIA - President
(Printed name and tide)
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ORIGINAL
1
Standard Form of Architect's Services:
Design and Contract Administration
AIA Document B141 - 1997
1997 Edition - Electronic Format
This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION
OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.'
Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 01997 by The American Institute of Architects. Reproduction of
the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the
violator to legal prosecution.
TABLE OF ARTICLES
2.1 PROJECT ADMINISTRATION SERVICES
2.2 SUPPORTING SERVICES
2.3 EVALUATION AND PLANNING SERVICES
2.4 DESIGN SERVICES
2.5 CONSTRUCTION PROCUREMENT SERVICES
2.6 CONTRACT ADMINISTRATION SERVICES
2.7 FACILITY OPERATION SERVICES
2.8 SCHEDULE OF SERVICES
2.9 MODIFICATIONS
ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES
2.1.1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the
Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue
progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those
services provided by the Owner and the Owner's consultants.
2.1.2 When Project requirements have been sufficiently identified, the Architect shall prepare, and periodically update, a
Project schedule that shall identify milestone dates for decisions required of the Owner, design services fumished by the
Architect, completion of documentation provided by the Architect, commencement of construction and Substantial Completion of
the Work.
2.1.3 The Architect shall consider the value of alternative materials, building systems and equipment, together with other
considerations based on program, budget and aesthetics in developing the design for the Project.
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ORIGINAL
2.1.4 Upon request of the Owner, the Architect shall make a presentation to explain the design of the Project to
representatives of the Owner.
2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of
evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further
development of the design.
2.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the
approval of governmental authorities having jurisdiction over the Project.
2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK
2.1.7.1 When the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the
Cost of the Work. This estimate may be based on current area, volume or similar conceptual estimating techniques. As the design
process progresses through the end of the preparation of the Construction Documents, the Architect shall update and refine the
preliminary estimate of the Cost of the Work. The Architect shall advise the Owner of any adjustments to previous estimates of
the Cost of the Work indicated by changes in Project requirements or general market conditions. If at any time the Architect's
estimate of the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate recommendations to the
Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such
adjustments.
2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the Work and updated
estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar
with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of
labor materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or
negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not
vary from the Owner's budget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by
the Architect.
2.1.7.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to include contingencies for design,
bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be
included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract
Documents altemate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of
the Work. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor
causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly.
2.1.7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction Documents to
the Owner, the budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the
construction industry.
2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall:
. 1 give written approval of an increase in the budget for the Cost of the Work;
. 2 authorize rebidding or renegotiating of the Project within a reasonable time;
. 3 terminate in accordance with Subparagraph 1.3.8.5; or
. 4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work.
2.1.7.6 If the Owner chooses to proceed under Clause 2.1.7.5.4, the Architect, without additional compensation, shall modify
the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of
the Work. The modification of such documents shall be the limit of the Architects responsibility under this Paragraph 2.1.7. The
Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not
construction is commenced.
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ARTICLE 2.2 SUPPORTING SERVICES
2.2.1 Unless specifically designated in Paragraph 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the
Owner's consultants and contractors.
2.2.1.1 The Architect Ownef shall engage the services of a consultant to establish furnish a program setting forth the Owner's
objectives, schedule, constraints and criteria, including space requirements and relationships, special equipment, systems and site
requirements.
2.2.1.2 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of
the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and
lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements,
encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with
respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both
public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to
a Project benchmark.
2.2.1.3 The Owner shall famish services of geotechnical engineers which may include but are not limited to test borings, test
pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and
resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations.
ARTICLE 2.3 EVALUATION AND PLANNING SERVICES
2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement,
including the Owner's program and schedule requirements and budget for the Cost of the Work, each in terms of the other. The
Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the
Owner of any other information or consultant services that may be reasonably needed for the Project.
2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the information
provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work.
2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall notify the
Owner of anticipated impacts that such method may have on the Owner's program, financial and time requirements, and the scope
of the Project.
ARTICLE 2.4 DESIGN SERVICES
2.4.1 The Architect's design services shall include normal structural, mechanical and electrical engineering services.
2.4.2 SCHEMATIC DESIGN DOCUMENTS
2.4.2.1 The Architect shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule, and
budget for the Cost of the Work. The documents shall establish the conceptual design of the Project illustrating the scale and
relationship of the Project components. The Schematic Design Documents shall include a conceptual site plan, if appropriate, and
preliminary building plans, sections and elevations. At the Architect's option, the Schematic Design Documents may include study
models, perspective sketches, electronic modeling or combinations of these media. Preliminary selections of major building
systems and construction materials shall be noted on the drawings or described in writing.
2.4.3 DESIGN DEVELOPMENT DOCUMENTS
2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and
updated budget for the Cost of the Work. The Design Development Documents shall illustrate and describe the refinement of the
design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections
and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include
specifications that identify major materials and systems and establish in general their quality levels.
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2.4.4 CONSTRUCTION DOCUMENTS 'ORIGINAL
2.4.4.1 The Architect shall provide Construction Documents based on the approved Design Deve opment Documents and
updated budget for the Cost of the Work. The Construction Documents shall set forth in detail the requ'rements for construction
of the Project. The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of
materials and systems required for the Project.
2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the development and
preparation of: (1) bidding and procurement information which describes the time, place and conditions of bidding; bidding or
proposal forms; and the form of agreement between the Owner and the Contractor; and (2) the Conditions of the Contract for
Construction (General, Supplementary and other Conditions). The Architect also shall compile the Project Manual that includes
the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms.
ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES
2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the
Owner in awarding and preparing contracts for construction.
2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors.
2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or
proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal
results.
2.5.4 COMPETITIVE BIDDING
2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and
Supplementary Conditions, Specifications and Drawings.
2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for
distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for
such expenses.
2.5.4.3 If requested by the Owner, the Architect shall distribute the Bidding Documents to prospective bidders and request their
return upon completion of the bidding process. The Architect shall maintain a log of distribution and retrieval, and the amounts of
deposits, if any, received from and returned to prospective bidders.
2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall prepare and
distribute addenda identifying approved substitutions to all prospective bidders.
2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid conference for
prospective bidders.
2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and
interpretations of the Bidding Documents to all prospective bidders in the form of addenda.
2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The
Architect shall subsequently document and distribute the bidding results, as directed by the Owner.
2.5.5 NEGOTIATED PROPOSALS
2.5.5.1 Proposal Documents shall consist of proposal requirements, proposed contract forms, General Conditions and
Supplementary Conditions, Specifications and Drawings.
2.5.5.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Proposal Documents for
distribution to prospective contractors. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect
for such expenses.
2.5.5.3 If requested by the Owner, the Architect shall organize and participate in selection interviews with prospective .
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2.5.5.4 The Architect shall consider requests for substitutions, if permitted by the Proposal Documents, and sha I prepare and
distribute addenda identifying approved substitutions to all prospective contractors.
2.5.5.5 If requested by the Owner, the Architect shall assist the Owner during negotiations with prospective contractors. The
Architect shall subsequently prepare a summary report of the negotiation results, as directed by the Owner.
ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES
2.6.1 GENERAL ADMINISTRATION
2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and
in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this
Agreement. Modifications made to the General Conditions, when adopted as part of the Contract Documents, shall be enforceable
under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect.
2.6.1.2 The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with
the award of the initial Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment.
However, the Architect shall be entitled to a Change in Services in accordance with Paragraph 2.8.2 when Contract
Administration Services extend 60 days after the date of Substantial Completion of the Work.
2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner during the provision of the
Contract Administration Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in
this Agreement unless otherwise modified by written amendment.
2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article 2.6 shall not be restricted,
modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will
not be unreasonably withheld.
2.6.1.5 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the
Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form
prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or
Specifications in need of clarification and the nature of the clarification requested.
2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce and distribute
supplemental Drawings and Specifications in response to requests for information by the Contractor.
2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and
requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such
requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.
2.6.1.8 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the
Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions,
the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and
shall not be liable for the results of interpretations or decisions so rendered in good faith.
2.6.1.9 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and
Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall
be final if consistent with the intent expressed in the Contract Documents.
2.6.2 EVALUATIONS OF THE WORK
2.6.2.1 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the
Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article 2.8, (1) to become generally familiar
with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to
guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a
manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the
Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.
AIA DOCUMENT B141 -STANDARD FORM SERVICES - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735
NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
Electronic Format B141-1997
ORIGINAL
The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques,
sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the
Contractor's rights and responsibilities under the Contract Documents.
2.6.2.2 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent
construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to
perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the
Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or
omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions
of the Work.
2.6.2.3 The Architect shall at all times have access to the Work wherever it is in preparation or progress.
2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the
Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the
Contract Documents. Communications by and with the Architect's consultants shall be through the Architect.
2.6.2.5 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever the
Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in
accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed.
However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such
authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment
suppliers, their agents or employees or other persons or entities performing portions of the Work.
2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR
2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such
amounts. The Architects certification for payment shall constitute a representation to the Owner, based on the Architects
evaluation of the Work as provided in Paragraph 2.6.2 and on the data comprising the Contractor's Application for Payment, that
the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the
quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation
of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and
inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific
qualifications expressed by the Architect.
2.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or
continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods,
techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and
other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose
the Contractor has used money previously paid on account of the Contract Sum.
2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for Payment.
2.6.4 SUBMITTALS
2.6.4.1 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop
Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and
the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness
as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient
time in the Architects professional judgment to permit adequate review. Review of such submittals is not conducted for the
purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating
instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as
required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless
otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The
Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component.
2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance
AIA DOCUMENT B141 -STANDARD FORM SERVICES - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735
NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S, copyright laws and will subject the violator
legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
Electronic Format B141-1997
with the requirements of the Contract Documents.
2.6.4.3 If professional design services or certifications by a design professional related to systems, materials or equipment are
specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design
criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the
design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect.
The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals
performed by such design professionals.
2.6.5 CHANGES IN THE WORK
2.6.5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution
in accordance with the Contract Documents. The Architect may authorize minor changes in the Work not involving an adjustment
in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If
necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added,
deleted or modified, as provided in Paragraph 2.8.2.
2.6.5.2 The Architect shall review properly prepared, timely requests by the Owner or Contractor for changes in the Work,
including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work shall be
accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without
extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes
in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a
minor change in the Work or recommend to the Owner that the requested change be denied.
2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the
Contract that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a recommendation to the
Owner, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished
by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from such change, including
any additional costs attributable to a Change in Services of the Architect. With the Owner's approval, the Architect shall
incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with
the Contractor.
ORIGINAL
2.6.5.4 The Architect shall maintain records relative to changes in the Work.
2.6.6 PROJECT COMPLETION
2.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final
completion, shall receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties
and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for
Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents.
2.6.6.2 The Architect's inspection shall be conducted with the Owner's Designated Representative to check conformance of the
Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the
Contractor of Work to be completed or corrected.
2.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the
Contract Sum remaining to be paid the Contractor, including any amounts needed to pay for final completion or correction of the
Work.
2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner: (1) consent of surety or sureties, if any, to
reduction in or partial release of retainage or the making of final payment and (2) affidavits, receipts, releases and waivers of liens
or bonds indemnifying the Owner against liens.
ARTICLE 2.7 FACILITY OPERATION SERVICES
2.7.1 The Architect shall meet with the Owner or the Owner's Designated Representative promptly after Substantial
Completion to review the need for facility operation services.
AIA DOCUMENT B 141 -STANDARD FORM SERVICES - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735
NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
Electronic Format B141-1997
ORIGINAL
2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Sub tan ial Completion, the
Architect shall conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and
performance and to make appropriate recommendations to the Owner.
ARTICLE 2.8 SCHEDULE OF SERVICES
2.8.1 Design and Contract Administration Services beyond the following limits shall be provided by the Architect as a Change
in Services in accordance with Paragraph 1.3.3:
. 1 up to two (2 ) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor.
.2 up to six (6 ) visits to the site by the Architect over the duration of the Project during construction.
. 3 up to two (2 ) inspections for any portion of the Work to determine whether such portion of the Work is
substantially complete in accordance with the requirements of the Contract Documents.
. 4 up to one (1 ) inspections for any portion of the Work to determine final completion.
2.8.2 The following Design and Contract Administration Services shall be provided by the Architect as a Change in Services
in accordance with Paragraph 1.3.3:
. 1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect;
.2 responses to the Contractor's requests for information where such information is available to the Contractor from a
careful study and comparison of the Contract Documents, field conditions, other Owner -provided information,
Contractor -prepared coordination drawings, or prior Project correspondence or documentation;
.3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or
revision of Instruments of Service;
.4 providing consultation concerning replacement of Work resulting from fire or other cause during construction;
.5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in
connection with the Work;
. 6 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to
Instruments of Service resulting therefrom;
.7 preparation of design and documentation for altemate bid or proposal requests proposed by the Owner; or
. 8 Contract Administration Services provided 60 days after the date of Substantial Completion of the Work.
2.8.3 The Architect shall furnish or provide the following services only if specifically designated:
Services
Responsibility
(Architect, Owner or Not Provided)
Location of Service
Description
.1 Programming Architect Phase 1 Service
.2 Land Survey Services Owner Phase 1 Service
.3 Geotechnical Services Owner Phase 1 Service
.4 Space Schematics/Flow Diagrams Architect Phase 1 Service
.5 Existing Facilities Surveys Not Provided
.6 Economic Feasibility Survey Not Provided
AIA DOCUMENT B141 -STANDARD FORM SERVICES - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735
NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
Electronic Format 8141-1997