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1999-66,^ }I ,i;_ A M E R I C N I N S T I T U T E O F A R C H I T E C T S I I~ r AIA Docu»zent B141 Standard Form of Agreement Between Owner: and Architect 1987 EDITION THIS DOCU.~IE.NT HAS L~IPORTANT LEGAL COA'SEQUEA'CES; COA'SULTATION 1VITH AIV ATTOR'~~EY IS E.'~'COURAGED ihITH RESPECT TO ITS COMPLETION OR 11IODIFICATION. AGREEMENT made as of the Thir d day of ~~ Nineteen Hundred and Ninety-Nine. BETWEEN the Owner: city of clernor>tt (.'ante and address) One Westgate Plaza Clermont, Florida 34712 and the Architect, C.T. Hsu + Associates, P.A. (.Fame and address) 820 Irma AVei](Ue Orlando, Florida 32803 For the following Project: (htclude derailed description of Project, location, address and scope.) in the }'ear of A new City Hall facility to be located in the City of ClP~~t Florida. at a site . to be detPtf,n; tmr~ , The scope of the City Hall to be determined dicing a space needs assessmP.nt investigation. The Owner and Architect agree as set forth below. Copyright ] 9] 7, ] 926, ] 948, ] 951, ] 953, ] 958, 7961, 7963, ]966. ]967 ] 970, ] 974, ] 977, p ] 987 by The American lnstitutc of Architects, 1735 New York Avcnuc, N.a7., vc'ashington, D.C. 2000. Reproduction of the material herein or substantial quotation of its pro.•isions without written permission of the AU Violates the cop;•right la~•s of the United States and will be subject :o legal prosecution. AIA DOCtrliEldT 8141 • OQ?~'ER-ARCHJTECT AGREEIdENT • FOURTEEi.TH EDITION • AlA• • ®1987 THE AMERICAN ]7~STITt.'1'E OF ARCHITECTS, I i951.'Etz' YOAX AVENUE, T:.V~., QASHINGTON, D.C. 20006 B~ 4 ~ -1987 1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's constrltanu as rnumented in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review 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 reayonabk cause, be exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFlNITION 2.1.1 The Architect's Basic Services consist of chose described in Paragraphs 2.2 through 2.6 and any other services idrntified in Article 12 u part of Basic Services, and include normal struc- tural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in tears of the other, subject to the limita- tions set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requiremrnu, the Architect shall prepare, for approval by the Owner, Schanadc Design Docu- mrnts consisting of drawings and other documents illusuating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustmenu authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such other clemency as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu- ments and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifiq- tions setting forth in detail the requirements for the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Condi- tions of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documenu required for the approval of govemmrntal authorities having. jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documrnts and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracu for construction. 2.6 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility co provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and [ermi- nates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Subsran- tial Completion of the Work. 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contras for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authorit<• of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall not be unreasonably withheld. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH ED1T10IV • AIAE • ©1987 THE AMERICAN 1NSTiTUTE OF ARCHITECTS, 1735 NEVI' YORK AVENUE. N.W., WASHINGTON. D.C. 20006 8141.19$7 2 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (])during construction unN final paymrnt to the Contnctor is due, and (2) as an Additional Ser- vice at the Owner's direction from time to time during the cor- rection period described in the Contact for Construction. The Architect shat! have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrumen[. 2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and to detemmine in general if the Work is being performed in a man- ner indipting that the Work when completed will be in accor- dance with the Contact Documenu. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-site observations as an architect, the Architcx shall keep the Owner informed of the progress and quality of the Work, and shall rndeavor to guard the Owner against defects and defiacncics in the Work. (More extensive site representation may be agreed to as an Additionat Service, as described in Paragraph 3.2.) 2.6.6 The Architcx shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connexion with the Work, since these are solely the Contaxor's responsibility under the Contax for Construxion. The Architect shall not be responsible for the Contactor's schedules or failure to carry out the Work in accor- dance with the Contax Documenu. The Architect shall not have control over or charge of axs or omissions of the Contrac- tor, Subcontnctors, or their agenu or employees, or of any other persons performing potions of the Work. 2.6.7 The Architex shall at all times have access to the Work wherever it is in prepaation or progress. 2.6.8 Except as may otherwise be provided in the Contax Documenu or when direx communications have been spe- cially authorized, the Owner and Contnxor shall communipte through the Architex. Communications by and with the Archi- tex's consultanu shall be through the Architex. 2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for Paymrn[, the Architect shall review and certify the amounu due the Contactor. 2.6.10 The Architect's cenification for payment shall consti- tute arepresentation to the Owner, based on the Architect's observations at the site as provided in Subpaagaph 2.6.5 and on the data comprising the Contractor's Application for Pay- ment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, quality of the Work is in accordance with the Contact Documenu. The foregoing representations are subject to an evaluation of the Work for conformartce with the Contract Documents upon Substantial Completion, to resulu of subse- quent tesu and inspections, to minor deviations from the Con- tact Doxrmenu correxable prior to completion and to spe- cific qualifications expressed by the Architex. The issuance of a Cenificatc for Pa}•ment shall further constitute a representation that the Contactor is entitled to payment in the amount ceni- fied. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (])made exhaus- tive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, meth- ods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontnctors and material sup- pliers and other data requested by the Owner to substantiate the Coraactor's right to payment or (4) ascertained hoa• or for what purpose the Contnctor has used money previoush• paid on accoun[ of the Contax Sum. 2.6.11 The Architect shall have authority to reject Work which does not conform to the Contax Documents. Whenever the Architect considers it necessary or advisable for implemrnta- tion of the intent of the Contna Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contact Docu- menu, 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 exer- cise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontnctors, material and equipmen[ suppliers, their agenu or employees or other per- sons performing portions of the Work. 2.6.12 The Architect shall review and approve or take other appropriate anion upon Contractor's submittals such as Shop Drawings, Product Data and Samples, bu[ only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contact Documenu. The Architect's anion shall be taken with such reasonable promptness as to cause no delay in the Work or in the con- struction of the Owner or of sepaate contactors, while allow- ing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not con- ducted for the purpose of determining the accuacy and com- pleteness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contnctor, all of which remain the responsibility of the Conuactor to the extent required by the Contax Doxrmenu. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of 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. When professional cenification of performance chaaxeristics of materials, systems or equipment is required by the Contac[ Donlmenu, the Architect shall be entitled to rely upon such cenification to establish that the materials, systems or equip- ment will meet the performance criteria required by the Con- tna Documenu. 2.6.13 The Architect shall prepare Change Orders and Con- swction Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Subpaagaphs 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contax Doctrmenu, and may authorize minor changes in the Work not involving an adjustment in the Contax Sum or an extension of the Contax Time which are not inconsistent with the intent of the Contna Documenu. 2.6.14 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records written warranties and related documenu required by the Contact Documenu and assem- bled b}• the Contnctor, and shall issue a final Cenificate for Pay- ment upon compliance with the requirements of the Contna Documents. 3 9141-1987 AIA t)OCUMENT 8141 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • ©198' THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 2.6.15 The Architect shall interpret and decide matters con- cerning performance of the Owner and Contractor under the requiremenu of the Contract Documenu on written request of either the Owner or Contactor. The Architect's response to such requesu shall be made with reasonable promptness and within any time limiu agreed upon. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documenu and shall be in writing or in the form of drawings. When making such interpretations and initial deci- sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2.6.17 The Architect's decisions on matters relating to aesthe- tic effect shall be final if consistent with the intent expressed in the Contract Documenu. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in ques- tion between the Owner and Contractor relating to the execu- tion or progress of the Work as provided in the Contact Documenu. 2.6.19 The Architect's decisions on claims, disputes or other matters, including those in question between the Owner and Contractor, except for those relating to aesthetic effect as pro- vided in Subparagraph 2.6. I7, shall be subject to arbitration as provided in this Agreement and in the Contract Documenu. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in An:icle 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to [he comprnsation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's con[rol, the Architect shall notify the Owner prior to com- mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indiptes in writing that all or part of such Contingent Addi- tional Services are not required, the Architect shall have no obli- gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in prry- ing out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and d]rected by the Architect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document 8352 current as of the date of this Agreement, unless o[herwise agreed. 3.2.3 Through the obsen•ations by such Project Represen- tatives, the Architect shall endeavor to provide further protec- tion for the Owner against defecu and deficiencies in the Work, but the furnishing of such project representation shall not modif}• the rights, responsibilities orobligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documenu when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made acces- sary by adjustmenu in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, lams or regulations subsequent to the preparation of such documenu; or .3 due to changes required as a result of the Owner's fail- ure to render decisions in a timely manner. 3.3.2 Providing services required because of signifipn[ changes in the Project including, but not limited to, size, qual- ity, complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, excep[ for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other pose during construction, and fur- nishing services required in connection with the replacemen[ of such Work. 3.3.6 Providing services made necessary by the default of the Contractor, by major defecu or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. 3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is parry thereto. 3.3.9 Preparing documenu for alternate, separate or sequential bids or providing services in connection with bidding, negotia- tion or construction prior to the completion of the Constmc- tion Documenu Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs and program- ming the requiremenu of the Project. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surve}•s, site evaluations or com- parative studies of prospective sites. AIA DOCUMENT 8141 • OWNER•ARCHITEC7 AGREEMENT • FOURTEENTH IDITION • AIA~ • ©1987 THE AMERICAN 1NSTITL•TE OF ARCHITECTS, 17j5 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B14~-1987 4 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of dna•ings or other information furnished by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordi- nation of sen•ices required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing scn•ices in connection with the work of a con- struction manager or separate consultanu retained by the Owner. 3.4.10 Providing detailed estimates of Construction Cost 3.4.11 Providing detailed quantity surveys or im•entories of material, equipment and labor. 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Malting investigations, inventories of materials or equip- ment, or valuations and detailed appraisals of existing facilities. 3.4.16 Preparing a set of reproducible record drawings show- ing significant changes in the Work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Architect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services after issuance to the Owner of the final Cenificate for Paymrnt, or in the absence of a final Cer- tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 3.4.19 Providing services of consultants for other than archi- tectural, structural, mechanical and electrical engineering por- tions of the Project provided as a pan of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreemrnt or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedule, constraints and cri- teria, including space requiremenu and relationships, flexi- bility, expandability, special equipment, systems and site requirements. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Architect, the Owner shall furnish evi- dence chat financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 Thc Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized 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. 4.5 The Owner shall furnish sun•eys describing ph}•sical 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 propcny and structures; adjacent drainage; righu-of--way, restrictions, easements, encroachments, zoning, deed restric- cions, boundaries and contours of the site; locations, dimen- sions and necessary data penaining 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. 4.6 The Owner shall furnish the services of geotechnical engi• neers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resis- tivity tests, including necessary operations for anticipating sub- soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consul- tanu when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.7 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and em•ironmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, infomia[ion, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in [he Project or nonconformance with the Contract Documents. 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submiaed to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request cenifica- tions that would require knowledge or services beyond the scope of this Agreement. AIA L~CUMENT 8741 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • A3A` • ©1987 S 8141-1957 THE AMERICAN INSTITLTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N vv., WASHINGTON, D.C. 20006 ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 Thc Construction Cost shall be the total cost or csti- matcd cost to the Owner of all elemenu of the Project designed or specified by the Architect. 5.1.2 'The Construction Cost shall include the cost at current market rates of hbor and materials furnished by the Owner and equipment designed, spcdfied, selected or specially provided for by the Architect, plus a reasonable allowance for the Con- tnctor's overhead and profit. In addition, a reasonable allow- ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultanu, the cosu of the land, righu-of--way, financing or other cosu which arc the respon- sibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Con- struction Cost, if any, prepared by the Architect, represrnt the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that nei- ther 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 Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreemrnt by the famishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipmrnt, com- ponent systems and types of construction are to be included in the Contract Documenu, to make reasonable adjusunenu in the scope of the Project and to include in the Contact Docu- mrnualternate bids to adjust the Construction Cost to the fixed limit. Fixed limiu, if any, shall be increased in the amount of an inaease in the Contract Sum occurring after execution of the Conrcact for Consuvction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submiu the Construction Documrnu to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the grncral level of prices in the construction indtutry between the date of submission of the Construction Documenu to the Owner and the date on which proposals arc sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2,3) is exceeded by the lowest born fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time, .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; of .4 cooperate in revising the Project xope and quality as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con- tract Documenu as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documenu shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. Thc Architect shall be rntitied to compensation in accordance with this Agreemrnt for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documenu pre- pared by the Architect for this Project arc instrumrnu of the Architect's service for use solely with respect to this project and, unless otherwise provided, the Architect shall be deemed the author of these documenu and shall retain zU common laa•, statutory and other reserved righu, including the copyright. The Owner shall be permitted to retain copies, including repro- ducible copies, of the Architect's Drawings, Specifications and other documenu for information and reference in connection with the Owner's use and occupancy of the Project. The Archi- tect's Drawings, Specifications or other documenu shall not be used by the Owner or others on other projecu, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compen- sation to the Architect. 6.2 Submission or distribution of documenu to meet official regulatory requiremenu or for similar purposes in connection with the Project is not to be construed as publication in deroga- tion of the Architect's reserved righu. ARTICLE 7 ARBITRATION CLzims, disputes or other matters in question between p to this Agreement arising out of or relating to this ec- mrnt o each thereof shall be subject to and decid y arbi- tration in rdance with the Construction ]nd ry Arbitra- tion Rules of American Arbitration n currently in effect unless the 'es mutually agree o ise. 7.2 Demand for arbi n shall ed in writing with the other party to this Agreem ith the American Arbicn- tion Association. A demand fo itration shall be made within a reasonable time after 'pure or other matter in question has arisen. In event shall demand for arbitration be made after the a when institutio legal or equitable proceedings b on such claim, dispute other matter in question wo bared by the applicable statut f limitations. 7.3 N bitration arising out of or relating to this ~E sh elude, by consolidation, joinder or in any other additional person or entity not a parry to this Agi AIA DOCUMEPIT 8141 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH IDrT10N • AIA• • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B~ 41 •~ 98'7 G cept by written consent containing a specific reference th' cement signed by the Owner, Architect, and an er person rntity sought to be joined. Consent [o ittation involving ditiona! person or entity sh t constitute consent to arbit n of any claim, disput r other matter in question not describe the written nt or with a person or entity not named or d ed ein. The foregoing agree- ment [o arbitrate and other emencs to arbitrate with an additional person or entit ly co nted to by the panics to this Agreement shall spedfirally en cable in accordance with applicable >n any court having ju 'coon thereof. 7.4 The d rendered by the arbitrator or arbitra shall be final judgment may be entered upon it in accordan ith cable law in any coup having jurisdiction thereof. ARTICLE 6 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than seven days' written notice should the other parry fail substantially to perform in accordance with the terms of this Agreement through no fault of the parry initiating the tenninadon. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for ser- vices performed prior to notice of such suspension. Whrn the Project is resumed, the Architect's compensation shall be equi- tably adjusted to provide for expenses incurred in the interrup- tion and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Architect may terminate this Agreement by giving writtrn notice. 8.4 Failure of the Owner to make payments to the Architec[ in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. 8.5 If the Owner fails to make payment when due the Archi- tect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend performance of ser- vices under this Agreement. Unless payment in full is received by the Architect within seven days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner bepuse of such suspension of services. 8.6 In the even[ 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 Paragraph 8.7. 8.7 Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses which arc directly attributable to termination. Termination Expenses shall be computed as a percentage of the total compensation for Basic Services and Additional Services earned to the time of ter- mination, as follows: .1 Twenty percent of the total compensation for Basic and Additional Services earned to date if termination occurs before or during the predesign, site analysis, or Schematic Design Phases; or .2 Ten percent of the total compensation for Basic and Additional Services earned to date if termination occurs during the Design Development Phase; or .3 Five percent of the total compensation for Basic and Additional Services tamed to dale if termination occurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be gov- erned by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, Genera] Conditions of the Con- tract for Construction, current as of the date of this Agreement. 9.3 Causes of action between the parties to this Agreement pcnaining [o acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall com- mrnce to run not later than either the date of Substantial Com- pletion 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. 9.4 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, but only to the extent cov- ered by property insurance during construction, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Documrnt A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner and Architect each shall require similar waivers from their contractors, consultants and agents. 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other parry to this Agreement and to the partners, succes- sors, assigns and legal representatives of such other parry with respect to all covenanu of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written con- sent of the other. 9.6 This Agreement represents the entire and integrated agree- ment between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. 9.7 Nothing contained in this Agreement shall create a contrac- tual relationship with or a cause of action in favor of a third party agains[ either the Owner or Architect. 9.8 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 expo- sure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional and professional materials. The Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architec[ in writing of 7 8141-1987 AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • ©1987 THE AMERICAN ]NSTITCTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. ZOOOG the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined u the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary con- tributions and benefiu related thereto, such u employment taxes and other statutory employee benefiu, insurance, sick leave, holidays, vacations, pensions and similar contnbutions and benefiu. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses arc in addition to compensa- tion for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and con- sultanu in the interest of the Project, u identified in the follon•- ing Clauses. 10.2.1.1 Expense of transportation in connection with the Project; expenses in connection n•ith authorized out-of-ton•n travel; long-distance communications; and fees paid for scour- ing approval of authorities having jurisdiction over the Project. 10.2.1.2 Expcnsc of reproductions, postage and handiirg of Drawings, Specifications and other documrnu. 10.2.1.3 If authorized in advance by the Oa•ncr, expense of overtime A•ork requiring higher than regular rates. 10.2.1.4 EapctLSC of renderings, models and mock-ups requctcd by the OR•ner. 10.2.1.5 Expcnsc of additional insurance coverage or limiu, including professions! liability insurance, rcquctcd by the Op•ncr in excess of that normally carried by the Architect and Architect s consultanu. 10.2.1.6 Expense of computer-aided design and drafring equipment time ahcn used in connection with the Project. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment u set forth in Paragraph ] 1.1 is the minimum payment under this Agreement. 10.3.2 Subsequent paymcnu for Buic Scrvicc shall be made monthly and, where applicable, shall be in proportion to scr- vicc performed within each phase of service, on the basis set forth in Subpangraph 11.2.2. 10.3.3 If and to the cxtcnt that the time initially established in Subparagraph 11.5•l of this Agreetnrnt is exceeded or extrnded through no fault of the Architect, compensation for any ser- vices rendered during the additional period of time shall be computed in the manner set font] in Subparagraph 11.3.2. 10.3.4 v~'hen compensation is based on a percentage of Con- struction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the cxtcnt scr.•icc are per- formed on those portions, in accordance with the schedule sec forth in Subparagraph i 1.2.2, bucd on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary ctimate of Construction Cost or detailed estimate of Construction Cost for such por- tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Pavmenu on account of the Architects Additional Service and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services ren- dered or eaprnses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 I;o deductions shall be made from the Architects com- pensation on account of penalty, liquidated damages or other sums n•ithhcld from paymenu to contractors, or on account of the cost of changes in the v:'ork other than those for which the Architect hu been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expcnsc and expenses per- taining to Additional Services and service performed on the buts of a multiple of Direct Personnel Expense shall be avail- able to the Owner or the Owner's authorized rcprcentative at mutually com•enient time. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follop•s: 11.1 AN INITL~9I. PAYbiE,tiT of DoIlars (i shall be made upon execution of this Agreement and credited to the OR-neI s account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SER~7CES, u described in Article 2, and any other service included in Article 12 u pan of Buic Services, Buic Compensation shall be computed u follo~•s: _ (insert basis of rnmpensation, including stipulated sums, multiple or percentages, mu! uientifj• phases to u~icb particular methottt of compensation apply, if necessary.) Compensation t4 be determined. Authorization for perforntanoe Of professional services as part of basic services shall be in the foam of work orders isstyed by the City. ~e wOrk order shall describe the p~x+oj ect, the services required and shall establish method of payment. All work orders shall be issued under and shall incorporate the terms of this .Agreement. AIA DOCUMENT 8141 • O~ER•ARCHITECT AGREE.ME1•T • FOl7tTEE.\TH EDITION • AUK • ®1987 THE A.~1ERlCA\ tXSTITITf OF ARCHITECTS, 1735 NEVC YORK A~'~-l.'E, N.m., vC'ASHINGTON. D.C. 2U006 B 141-1987 8 11.2.2 Difiere compensation is based on a stipulated sum or percentage of Construction Cost, progress paymenu for Basic Sen•ices in each phase shall total the following percentages of the total Basic Compensation pal•able: (Insert additional pbase5 as appropriate.) Schematic Design Phase: Design Development Phase: Construction Documcnu Phase: Bidding or Negotiation Phase: Fifteen percent (15 %) 7.~aenty percent (20 %) Fprty percent (40 %) Fifteen percent (15 %) Construction Phase: qty percent (20 %) Tota] Basic Compensation: 11.3 COMPENSATION FOR ADDITIONAL SERVICES one hundred percent (]00%) 11.3.1 FOR PROJECT REPRESENT.4T10N BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follo~•s: Zb be negotiated, if services are requested. 11.3.2 FOR .4DDIT10NAL SER~'1CES OF THE ARCHITECT, as described in Articles 3 and 12, other than (])Additional Project Representation, a< described in Paragraph 3.2, and (2) sen•ices included in Anicle 12 as part of Additional Ser~•ices, but excluding ser- ~•ices of consultanu, compensation shall be computed as follop•s: (bisect basis of compensariurr, ind:.dirJg rates and.~or multiples uJ Diced Persaniel E~pei7se fur Principals mid cmiplorees, a»d ideruify Principals and classify emplr!rees, iJ required. /deirtrft• spec;Jic sen•;ces ro u•b;cb particular me:bods of compeiuatron apply, iJ necessar7•.) Hourly rate basis according to the attached rate schedule. (See F.~dlibit "B" ) 11.3.3 FOR ADDIT]01AL SERA"ICES OF CONStL7'.4.~TS, including additional structural, mechanical and electrical engineering ser.•ices and those pro~•ided under Subparagraph 3.4.19 or identified in Article ] 2 as part of Additional Ser,•ices, a multiple of O[le 8r tW~O tenths ( 1.2 )times the amounu billed to the Architect for such sert•ices. (Iden:ifj• specific apes of consultants in Article 12, if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REI'~tiBtR5.4BLE EXPENSES, as dc~cribed in Paragraph ]0.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of p~ gt plye tenth ( 1 .1 )times the expenses incurred by the Architect, the Architect's employees and constaltanu in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within thirty ( 30 )months of the date hereof, through no fault of the Architect, a.-tension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Paymenu arc due and payable thirty ( 30 ) ~?'s from the date of the Architect's invoice. Amounu unpaid sixty ( 60 ) da)'s after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the Icgal rate prevailing from time to time at the principal place of business of the Architect. (Inset! rate Of tntenSt agreed upon.) ~]~ plus tW~O polntS. (tlsur~• laie5 and require+nenu under the Federal Tn.tb in Lending Ad, similar state and local consumer credit laua and other regulations at rbe Owner's and Arcbl- recJ's principd places of businexs, rbe location of rbe Project and eise+r ben ma~• affect the :a+l;dity of this pro:tision. Specific Jegd adtdce should be obtained adrb respect ro deletions or modifications, and also regarding requiretnenu sorb as u+inen disdosuns or uutitiers.) AIA DOCUMENT 8141 • OVA NER-ARCHITECT AGREEME.~T • FOliRTEE1.TH t91TlON • AlA• • ®1987 9 8141.1987 THE AttER1CAr: 1NSTITI'TE OF ARCHITECTS, 1 i35 NEVI' YORK A\'E`~IJE, N.Ve., u~ASHlNGTON, D.C. 20006 11.5.3 The rates and multiples set forth for Additional Ser~•ices shall be annually adjusted in accordance ~•ith normal salary re~•iew practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Jv~.cert des[riptiu»s ojwber sendces, ideruiJ~~ Additional Services induded uitbin Basic Compensation aru7 modifications to rbe pa~Tnent and mmpensarion ternu included in Ibis Agreement.) 12.1 Site Analysis /Space Needs Assessoent ($37,250.00) 12.2 South Lake M~rial Hospital Facility Study ($ 9,850.00) (See F~ibit "A" ) 12.3 Addendum to Sta*~T~ Form of AgreetnP,nt Between Owner and Architect (See Exhibit "C") This Agreement entered into as of the day and year first written above. ~. 0~1'I~'ER ARCHITE~.T~ ~~ (Signature)- ignature) ~ Harold S. Turville, Jr., Mayor Timothy Mt:.~Iicholas, AIA, Principal (Printed name and title) (Printed name and title) AU DOCl1MENT 8141 • Oat'J.'ER-ARCHITECT AGREEME4'f • FOURTEET'TH ED]TI01~ • AU• • ©1987 THE ATIERICAIC 1r:STITL'7'E OF ARCHITECTS, t'351.~4' YORK AVE.^l.'E, T~.~7., ~S'ASHINGTO:d, D.C. 20006 8141'1987 10 C.T. HSU + ASSOCIATES, P.A. ARCHITECTURE ^ PLANNING ^ LANDSCAPE ^ INTERIOR DESIGN ORLANDO/LOS ANGELES January 21, 1999 Exhibit A Mr. Wayne Saunders City Manager One Westgate Plaza P.O. Box 120219 Clermont, Florida 34712 RE: CITY OF CLERMONT SPACE NEEDS ASSESSMENT AND SITE ANALYSIS Dear Mr. Saunders: C.T. Hsu + Associates, P.A. (CTH+A) is most pleased to submit this fee proposal for our professional services for the Clermont Ciry Hall Space Needs Assessment and Site Analysis. I. PROJECT DESCRIPTION We will initiate the design process by meeting with representatives of the Ciry of Clermont to hear specific project goals and needs. We will visit and discuss with staff the assets and liabilities of the existing facilities and proposed site. We mill analyze the data that we receive from the interview process and prepare a final Space Needs Assessment Report which will include proposed standards, proposed square footage requirements, spatial adjacencies, and conceptual site diagrams. II. SCOPE OF SERVICES CTH+A proposes to provide the following professional design services for the Project: 1. Existing Facility Survey 1.1 Review existing Departmental Data 1.2 Data Collection and Analysis 1.3 Communication of Concepts 820 IRMA AVENUE ORLANDO, FL 32803 USA ^-407 423.009.8 FAX# 407 423-4793 LICENSE M AA~C 001322 Clermont City Hall Space Needs Proposal Letter January 21, 1999 2. Develop and Document detailed requirements 2.1 Design Limitations and Objectives 2.2 Establish Design standards and Criteria 2.3 Spatial Relationships 2.4 Needs for Flexibility and Expandability 2.5 Site Requirements 3. Space Schematics and Flow Diagrams 3.1 Area Requirements 3.2 Functional Relationships 3.3 Access /Circulation 3.4 Tour comparable facilities 4. Site Analysis 1.1 Planning Ordinances 1.2 Functional Relationships with existing facilities 1.3 Access /Circulation III. TIME SCHEDULE We understand the City's desire to proceed and we propose to produce our draft report for your review and final comments in 10 weeks time, once we have received your final comments we will incorporate them into our final report within one week. CTH+A will work diligently with the City to meet the project schedule requirement. Our staff is sufficient to meet your design schedule and our present workload would allow us to start immediately upon notice to proceed. Clermont City Hall Space Needs Proposal Letter January 21, 1999 IV FEE SCHEDULE CTH+A proposes to provide professional design services as described in our Scope of Services for a lump sum fee of Thirty Seven Thousand Two Hundred Fifty Dollars ($37,250.00) with the following payment schedule: Facility Survey 25% Detailed Requirements/Diagrams 25% Draft Report 25% Final Space Needs Report 25% V REIMBURSABLE EXPENSES Reimbursable Expenses: The costs of items such as long distance telephone, fax, Xerox copies, presentation materials, blueprinting, postage and other project related costs are separate from this Contract. These costs shall be accumulated and billed to the Client at cost plus 10%. These costs will be billed at the first of each month and are due upon receipt of invoice. VI TERMS AND CONDITIONS Terms and conditions for our services including additional services will be per the AIA Document B 141 Standard Form of Agreement Between Owner and Architect. City of Clermont Space Needs Proposal Letter January 21, 1999 Wayne, we very much appreciate your taking time out to meet with Edwin and I prior to the holidays so that we could prepare our proposal for this exciting project. If there is any additional information that you need or if you have any questions regarding our proposal please do not hesitate to call so that we can meet to discuss it . Sincerely, C.T. HSU Timothy inc TMN/cv File