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1999-06 T H .E . . AMERICAN INSTITUTE . 0 F ARCHITECTS I AlA Document 8141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the 16th' Nineteen Hundred and Ni nety Ni ne. day of February in the year of BETWEEN the Owner: CITY OF CLERMONT (¡\1m//(: alld addres.ç) and the Architect: GEORGE E. WOOD, A.I.A. (Name alld address) For the following Project: Kehlor Park (Phase One) and McKinney Park Pavilion (Include de/ailed description oJ Project, localiOtl, address and scope.) The Owner and Architect agree as set forth below, Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963,1966,1967, 1970,1974, 1977,@1987byTheAmericanlnstitute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quOtation of its provisions without written permission of the AlA violates the copyright laws of the United St:lIes and will be subject to legal prosecution. AlA DOCUMENT 8141 . OWNER.ARCHITECT AGREEMENT' FOURTEENTH EDITION. AlA- . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1987 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 consultants as enumerated 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 reasonable 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 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2,6 and any other services identified in Article 12 as 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 requircmcnts of thc 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 terms 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 requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents illustrating 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 adjustments 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 elements 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 Specifica- 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 documents required for the approval of governmental 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 Documents 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 contracts for construction, 2.6 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work, unless extended under the terms of Subparagraph 10.3,3, 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and in the edition of AlA Document A20 I, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement, 2.6.3 Duties, responsibilities and limitations of authority 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. AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT' FOURTEENTH EDITION. AlA- . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1987 2 . 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor 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 Contract for Construction. 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 instrument. 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 determine in general if the Work is being performed in a man- ner indicating that the Work when completed will be in accor- dance 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. On the basis of on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as described in Paragraph 3,2.) 2.6.6 The Architect 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 connection with the Work, since these are solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the ContractOr's schedules or failure to carry out the Work in accor- dance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contrac- tOr, SubcontractOrs, or their agents or employees, or of any other persons performing portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been spe- cially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Archi- tect's consultants shall be through the Architect. 2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor. 2.6.10 The Architect's certification for payment shall consti- tute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on thc 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 Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subse- quent tcsts and inspections, to minor deviations from the Con- tract Documents correctable prior to completion and to spe- cific qualifications expressed by the Architect. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certi- fied. However, the issuance of a Certificate for Payment shall nOt be a representation that the Architect has (I) made exhaus- tivc 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 Subcontractors and material sup- pliers 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. 2.6.11 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementa- tion of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Docu- ments, 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 nO! to exer- cise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, m:nerial and equipment suppliers, their agents or employees or other per- sons performing portions of the Work. ' 2.6.12 The Architect shall review and approve or take other appropriate action upon 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 ContrJct Documents. The Architect's action 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 separate contractors, while allow- ing sufficient time in the Architect's professional juclgmelll to permit adequate review. Review of such submittals is not con- ducted for the purpose of determining the accurJcy and com- pleteness of other details such as dimensions and quantitics or for substantiating instructions for installation or pcrform:mce of equip~~nt or systems designed by the Contractor, all of which remain the responsibility of the Contr:lctor to thc extelll required by the Contract Documents. The Art-hitccr's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architcct, 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 certification of performance ch;lr:lclerislics of materials, systems or equipment is required by the Contr<\ct Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equip- ment will meet the"performance criteria required by the Con- tract Documents. 2.6.13 The Architect shall prepare Change Orders and Con- struction Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Subparagraphs 3.1.1 and 3,3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 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 thc Owner's review and records written warranties and related documents required by the Contrdct Documents and assem- bled by the Contractor, and shall issuc a fina! Certificate for Pay- ment upon compliance with the requirclllcl1!s of the Col1!ran Documents. 3 8141-1987 AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT' FOURTEENTH EDITION' AlA- . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.c. 2()()O6 . 2.6.15 The Architect shall interpret and decide matters con- cerning performance of the Owner and ContractOr under the requirements of the Contract Documents on written request of either the Owner or ContractOr, The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 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 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 Documents. 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 Contract Documents. 2.6.19 The Architect's decisions on claims, disputes or Other maners, including those in question between the Owner and ComractOr, except for those relating to aesthetic effect as pro- vided in Subparagraph 2.6.17, shaH be subject' to arbitration as provided in this Agreement and in the Contract DocumentS. 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 Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation 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 Parolgraph 3.:~ are required due to circumstances beyond the Architect's control, the Architect shaH 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 indicates in writing that all or part of such Contingent Addi- tional Services are nOt required, the Architect shaH 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 carry- ing out such additional on-site responsibilities. 3,2.2 Project Represent:llives shaH be selected, employed and directed by the Architect, and the Architect shaH be compen- satcd 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 AlA Document B352 current as of the datc of this Agreemcnt, unless otherwise agrccd. . 3.2.3 Through the observations by such Project Represen- tatives, the Architect shaH endeavor 10 provide further protec- tion for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall nOt modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or Other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces- sary by adjustments in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; 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 significant changes in the Project including, but nmlimited to, size, qual- ity, complexity, the Owner's schedule, or the mcthod of bid- ding or negOtiating and contracting for construction, except for services required under Subparagraph 5.?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 cause during construction, and fur- nishing services required in connection VI'ith the replacement of such Work. 3.3.6 Providing services made necessary by the default of the Contractor, by major defects Of 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 submined 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 party theretO. 3.3.9 Preparing documents for alternate, separ'JIe or sequential bids or providing services in connection with bidding, negotia- tion or construction prior 10 the completion of the Conslruc- lion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs ;lI1d program- ming the requirements of thc Project. 3.4.2 Providing fin:mcial fe:l<;ihility or other special studies. 3.4.3 Providing planning surveys, site evaluations or 1.'0 Ill. parativc studies of prospective sites. AlA DOCUMENT 8141 . OWNER.ARCHITECT AGREEMENT. FOURTEENTH EDITION. AlA- . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1987 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 drawings 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 services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a con- struction manager or separate consultants retained by the Owner. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories 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 Making investigations, inventories of materials or eqlÚp- 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 thc final Certificate for Payment, 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 part of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreement 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 requirements 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 that financial arrangements have been made to fulfill the Owner's obligations under this Agreement, 4.4 The 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 surveys describing 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 restric- tions, boundaries and contours of the site; locations, dimen- sions and necessary data pertaining 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- tantS 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 environmental 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, information, 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 the Project or nonconfo~mance with the Contract Documents. 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certifica- tions that would require knowledge or services beyond the scope of this Agreement. 5 B141-1987 AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT' FOURTEENTH EDITION' AlAs. @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 . ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the tOtal cost or esti- mated cost to the Owner of all elements of the Project designed or specified by the Architect. 5.1.2 The Construction Cost 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, plus a reasonable allowance for the Con- tractor'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 consultants, the costs of the land, rights-of-way, financing or other costS which are 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, represent 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 Agreement by the furnishing, 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 permiued to include contingencies for design, bidding and price escalation, to determine what materials, equipment, com- ponent systems and types of construction are to be included in the Contract DocumentS, to makc reasonablc adjustments in the scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fIXed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submitS the Construction DocumentS to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.~.4 If a fIXed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2.3) is exceeded by the lowest bona 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; or .4 cooperate in revising the Project scope 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 DocumentS as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance with this Agreement 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 documents pre- pared by the Architect for this Project are instruments 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 documents and shall retain all common law, statutory and other reserved rightS, including the copyright. The Owner shall be permitted to retain copies, including repro- ducible copies, of the Architect's Drawings, Specifications and other documentS for information and reference in connection with the Owner's use and occupancy of the Project. The Archi- tect's Drawings, Specifications or Other documents shall nOt be used by the Owner or Others on other projectS, 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 documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in deroga- tion of the Architect's reserved rights. ARTICLE 7 ARBITRATION 7.1 Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agree- ment or breach thereof shall be subject to and decided by arbi- tration in accordance with the Construction Industry Arbitra- tion Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. 7.2 Demand for arbitration shall be filed in writing with the other pany to this Agreement and with the American Arbitra- tion Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. 7.3 No arbitration arising out of or relating to this Agreement shall include, by consolidation, joinder or in any Other manner, an additional person or entity not a party to this Agreement, AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT. FOURTEENTH EDmON . AlA- . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D,C. 20006 8141-1987 6 . except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and any other person or entity sought to be joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent or with a person or entity not named or described therein. The foregoing agree- ment to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. 7.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 8 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 party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination, 8.2 If the Project is su~pended by the Owner for more than 30 consecutive days, the Architect shall be compe,nsated for ser- vices performed prior to notice of such suspension, When 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 written notice, 8.4 Failure of the Owner to make payments to the Architect 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 clays' 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 because of such suspension of services. 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 Paragraph 8.7. 8.7 Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses which are 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 Àdditional 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 earned to date 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 AlA Document A201, General 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 pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall com- mence 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 AlA Document A20 1, 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 party to this Agreement and to the partners, succes- sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the wrinen 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 against 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 [0 include representa- tions of the design of the Project, including phOlographs of the exterior and interior, among the Architec¡'s promotional ;md professional materials. The Architect's materials shall nO! include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of 7 B141-1987 AlA DOCUMENT 8141" OWNER-ARCHITECT AGREEMENT' FOURTEENTH EDITION' AlAI> . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.c. 20006 . 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 as 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 benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensa- tion for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and con- sultants in the interest of the Project, as identified in the follow- ing Clauses. 10.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-tOwn travel; long-distance communications; and fees paid for secur- ing approval of authorities having jurisdiction over the Project. 10.2.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 10.2.1.5 Expense of additional insurance coverage or limits, including professional liability insur,mce, requested by the Owner in excess of that normally carried by the Architect and Architcc['s consultants. 10.2.1.6 Expense of computer-aided design and drafting equipment time when used in connection with the Project. . 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph I I . I is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- vices performed within each phase of service, on the basis set forth in Subparagraph 11.2,2. 10.3.3 If and to the extent th:i.t the time initially established in Subparagraph 1 1.5.1 of this Agreement is exceeded or eXtended 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 forth in Subparagraph 11.3.2, 10.3.4 When 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 extent services are per- formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on P) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate 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 Payments on account of the 'Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services ren- dered or expenses incurred, 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's com- pensation 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 found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall he avail- able to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of Seven Hundred and no/lOO--------_--__----Dollars(S700.00 shall be made upon execution of this Agreement and credited to the ð'wner's account at final payment. 11,2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any Other services included in Article 12 ;L~ part of B;L~ic Scn'ices, Basic Compensation shall be computed as follows: (111.<"" btL<I~< of competlsa/i/JI/, itlcillding stipulated sunL<, mulliples or percetl/ages, atld idemify phases 10 uo/}i,'b parliclIl<lr "1<'//)1111,< "l <"""I"'I/'«I/ill" <lPf'(I'. 'I l/ece'<'<fII')'.J Kehlor Park (Phase One) Total $4t900.00 (See Attached Scope) Total $ltBOO.OO (See Attached Scope) McKinney Park AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT. FOURTEENTH EDITION. AlAe. @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C, 20006 B141-1987 8 . . 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall tmal the following percentages of the tmal Basic Compensation payable: (Insert additional pbases as appropriate.) McKinney Park Pavilion (Payment on Kehlor Park: (Payment as follows) Schematic Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: Completion) $1,800.0.0 percent ( percent ( percent ( percent ( percent ( %)2,100.00 %) 2,100.00 %) %) %) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 6 700 00 (1) (1) Includes $708~õßuid~idf;e~~enp(á~C:Lt~ Tmal Basic Compensation: 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follows: 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Additional Services, but excluding ser- vices of consultants, compensation shaU be computed as foUows: (Insert basis of compensation. including rates and/or multiples of Direcl Personnel Expense for Principals and employees. and identify Principals and classify employees, if required. Idemify specific services to which particular methods of compensation apply, if necessary.) 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and eleCtrical engineering services and those provided under Subparagraph 3.4)9 or identified in Article 12 as part of Additional Services, a multiple of ( ) times the amounts billed to the Architect for such services. (Iclemify specific types of consultants in Article 12, if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of ( ) times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have nm been completed within ( ) months of the date hereof, through no fault of the Architect, eXtension 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 Payments are due and payable () days from the date of the Architect's invoice. Amounts unpaid () days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (In,<ert rate of interest agreed llpon.) (USllry laws and requirements under tbe Federal Trutb i1l Lending Act, similar state and local consumer creditlau's and other regulations attbe Ou'ner's and Arcbi, tect's principal places of business, tbe location of tbe Project and elsewhere may flIffeet tbe validity of this prouisio1l. SpecifiC legal ad/lÎce should be obtained u'itb resp,..ct III deletions or modIfications, and also regardi1lg requirements such as wri.tlen disclosures or wai/lers.) 9 8141-1987 AlA DOCUMENT 8141 . OWNER.A'RCHITECT AGREEMENT' FOURTEENTH EDITION' AlAI> . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.c. 20006 . . . 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other senlices, identify Additional Services included witbin Basic Compensation and modifications to Ibe payment and compensation terms i"eluded in Ibis IIgreeme1lt.) See Attached liS cope of Sërvices" See Attached "Addendum to Standard Form of Agreement Between Owner and Architect" This Agreement entered into as of the day and year first written above. ~~~~. (Signature) OWNER AlA DOCUMENT 8141 . OWNER-A HITECT AGREEMENT. FOURTEENTH EDITION. AlA- . @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C, 20006 8141-1987 10 .. . . . ADDENDUM TO STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT Notwithstanding the provisions contained in Standard Form of Agreement Between Owner and Architect ("AGREEMENT") between CITY OF CLERMONT ("OWNER") and G-eøf"~e.. E.. U:>OÞ~. "'. \. A. ("ARCHITECT"), the following provisions shall be in effect as modifying the terms of said "AGREEMENT": 1. Paragraph 2.4.2 is amended to read: 2.4.2 The "ARCHITECT" shall prepare the necessary bidding information, bidding forms, the Conditions of the Contract, and assist in the preparation of the form of the "AGREEMENT" between the "OWNER" and Contractor. 2. Paragraph 2.4.4 is amended to read: 2.4.4 The "ARCHITECT" shall prepare documents for filing and file documents required for the approval of governmental authorities having jurisdiction over the Project. 3. Paragraph 2.5.1 is amended to read: 2.5.1 The "ARCHITECT", following the "OWNER'S" approval of the Construction Documents and of the latest detail estimate of Construction Costs, shall obtain bids for the "OWNER" and assist in awarding and preparing contracts for construction. 4. Paragraph 2.6.1 is amended to read: 2.6.1 The "ARCHITECT'S" responsibility to provide Basic Services for the Construction Phase under this "AGREEMENT" commences with the award of the Contract for Construction and terminates upon final acceptance by "OWNER" unless extended under the terms of Subparagraph 10.3.3. 5. Paragraph 2.6.4 is amended to read: 2.6.4 The "ARCHITECT" shall advise and consult with the "OWNER" (1) during construction until final acceptance by "OWNER", and (2) as an Additional Service at the "OWNER'S" direction from time to time during the correction Page 1 7. 8. 9. . . period described in the Contract for Construction. 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 instrument. 6. Paragraph 2.6.1 0 is amended to read: 2.6.10 The "ARCHITECT'S" certification for payment shall constitute a representation to the "OWNER", based on the "ARCHITECT'S" observations at the site as provided in Subparagraph 2.6.5 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, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the work for conformance with the Contract Documents upon substantial completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the "ARCHITECT". The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. Paragraph 2.6.11 is deleted in its entirety. Paragraph 2.6.12 is amended to read: 2.6.12 The "ARCHITECT" shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples. The "ARCHITECT'S" action shall be taken with such reasonable promptness as to cause no delay in the Work or in the construction of the "OWNER" or of separate contractors. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the "ARCHITECT" shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. Paragraph 2.6.13 is amended to read: 2.6.13 The "ARCHITECT" shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the "OWNER" or by the "ARCHITECT" as provided in Subparagraphs 3.1.1 and 3.3.3, for the "OWNER'S" approval and execution in accordance with the Page 2 10. 11. 12. 13. 14. 15. 16. 17. . . Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract documents. Paragraph 2.6.17 is hereby amended to read: The "ARCHITECT'S" decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents upon approval by "OWNER". Paragraph 2.6.19 is deleted in its entirety. Paragraph 3.1.1 is amended to read: 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the "OWNER" as provided in this "AGREEMENT", in addition to the compensation for Basic Services. The services described under Paragraphs 3.2, 3.3 and 3.4 shall only be provided if authorized or confirmed in writing by the "OWNER". Paragraph 3.2.2 is amended to read: 3 .2.2 Project Representatives shall be selected, employed directed by the "ARCHITECT" and approved by the "OWNER", and the "ARCHITECT" shall be compensated therefore as agreed by "OWNER" and "ARCHITECT". Paragraph 3.3 is amended to read: 3.3 OPTIONAL ADDITIONAL SERVICES UPON APPROVAL BY OWNER Paragraph 4.2 is hereby amended to read: The "OWNER" shall establish and update an overall budget for the Project. Paragraph 4.3 is deleted in its entirety. Paragraph 4.5 is amended to read: 4.5 The "OWNER" shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal Page 3 18. 19. 20. 21. 22. 23. 24. 25. . . description of the site. Paragraph 4.6 is amended to read: 4.6 The "OWNER" shall furnish the services of geotechnical engineers when such services are requested by the "ARCHITECT" and approved by "OWNER". 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 resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. Paragraph 4.6.1 is amended to read: 4.6.1 The "OWNER" shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the "ARCHITECT" and approved by "OWNER". Paragraph 4.7 is amended to read: 4.7 The "OWNER" shall furnish tests, inspections and reports required by law or the Contract Documents. Paragraph 4.8 is deleted in its entirety. Paragraph 4.9 is amended to read: 4.9 The services, information, 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. The "ARCHITECT" shall promptly advise "OWNER" of completeness of data and his acceptances thereof. Paragraph 5.1.2 is deleted in its entirety. Article 7 Arbitration, is deleted in its entirety. Paragraph 8.5 is amended to read: 8.5 If the "OWNER" fails to make payment when due the "ARCHITECT" for Page 4 26. 27. 28. 29. 30. 31. 32. 33. 34. . . services and expenses, the "ARCHITECT" may, upon seven (7) days' written notice to the "OWNER", suspend performance of services under this "AGREEMENT". Unless payment in full is received by the "ARCHITECT" within thirty (30) 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" because of such suspension of services. Paragraph 9.1 is amended to read: 9.1 Unless otherwise provided, this "AGREEMENT" shall be governed by the law of the principal place of business ofthe"OWNER". Paragraph 9.2 is deleted in its entirety. Paragraph 9 A is deleted in its entirety. Paragraph 9.9 is amended to read: 9.9 The "ARCHITECT" shall have the right to include representations of the design of the Project, including photographs ofthe exterior and interior, among the "ARCHITECT'S" promotional and professional materials, upon approval by "OWNER", 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. Article 10.1.1 is deleted in its entirety. Paragraphs 10.2.1.1 through 10.2.1.6, inclusive, are deleted in their entirety. Paragraphs lOA through 10.6.1 entirety. Paragraph 11.2.1 is amended to read: 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part-of Basic Services, Basic Compensation shall be Paragraph 11.3.1 is amended to read: Page 5 . . 35. 36. 37. 38. . . 11.3.1 For project services beyond basic services, compensation shall be computed according to the attached schedule. Paragraph 11.3.2 is deleted in its entirety. Paragraph 11.5.1 is amended to read: 11.5.1 IF THE BASIC SERVICES covered by this "AGREEMENT" have not been completed by Contract Completion Date, through no fault of the "ARCHITECT", extension of the "ARCHITECT'S" services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. Paragraph 11.5.2 is amended to read: 11.5.2 Payments are due and payable thirty (30) days from the date of the "ARCHITECT'S" invoice. Amounts unpaid thirty (30) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the "ARCHITECT" . Paragraph 11.5.3 is deleted in its entirety. Page 6 . I II . . SCOPE OF SERVICES KEHLOR P ARKIMCKINNEY PARK Project Description: A. Development of plans for expansion or replacement ofKehlor Park Community Building. B. Revise provided pavilion plans to meet current codes. Add restroom facilities. Provide plans and specifications. Scope of Basic Services: A. Kehlor Park (phase One) ~ Review existing building and site. ~ Meet with City staff, recreation club representatives, and others as necessary to establish space needs and ideas. ~ Compare expansion of existing facility with demolition and construction of new facility. ~ Develop conceptual plan of alternatives (expansion vs. new) including site layout. ~ Present alternatives in conceptual form including estimated construction costs to City staff and City Council. B. Kehlor Park (phase Two) ~ Provide complete professional design services for project including civil engineering, landscape architecture, architecture, structural, mechanical, fire protection and electrical suitable for bidding and obtaining necessary permits. C. McKinney Pavilion ~ Revise pavilion plans provided by City to meet current codes. ~ Add restroom facilities to pavilion plan (2 stalls each, male/female). ~ Provide complete plans and specifications needed for bidding and permitting.