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1991-22
· 1; H " ~ E - A M E R C A Ne I N s T I T u T E - A. R C H I T E C T S I ~í-DZ2 AlA Document Bi4i 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 Nineteen Hundred and day of in the year of BETWEEN the Owner: CITY OF CLERMONT Post Office Box 120219 Clermont, Florida 34712-0219 (Name and address) , . and the Architect: (Name and address) STROLLO ARCHITECTS INCORPORATED 58 South Ivanhoe Boulevard Orlando, Florida 32804 For the following Project: (Include detatled descriptIOn of Project. locatIOn, address and scope) Additions and renovations to the Clermont Police Station as defined in the Master Development Plan prepared by Strollo Architects Incorporated and dated January 8, 1991. The Owner and Architect agree as set forth below. Copynghl 1917, 1926. 1948, 1951, 1953, 1958, 1961. 1963, 1966, 1967, 1970, 1974, 1977, © 1987 by The Amen,an 1nSlllUle of Archllecls, 1735 New York Avenue, N \V . WashmglOn, 0 C 20006 ReproducllOn of Ihe malena1 herem or subslanllal quotation of liS provIsions WllhOUl wrmen permissIon of the AlA vlolales Ihe copynghllaws of Ihe United Slales and will be sub/ecl 10 legal prosecul1on AlA DOCUMENT 8141 . OWNER·ARCHITECT AGREEMENT· FOURTEENTH EDITION· AlA"' . ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 I"EIX' YORK AVEI"UE. NIX', IX'ASHINGTOI". DC 20006 8141-1987 1 " e e TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Archltect's services consist of those sef\'lces per- formed by the Architect, Architect's employees and Architect's consultants as enumerated 10 Articles 2 and 3 of thIs Agreement and an yother servICes mcluded 10 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 mclude allowances for pen ods of time reqUIred for the Ovmer's review and for approval of submisSIons by authonttes havmg JunsdlCtlon 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 hmltatlons contamed 10 Subparagraph II 5 I ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's BasIC ServICes consist of those descnbed 10 Paragraphs 2 2 through 2 6 and any other servIces Identified 10 Article 12 as part of BasIC ServICes, and mclude normal struc- tural, mechanical and electrical engmeerIng services 2,2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall revIew the program furmshed by the Owner to ascertam the reqUIrements of the Project and shall arrIve at a mutual understandmg of such reqUIrements with the Owner 2.2.2 The Architect shall provide a prehmmary evaluation of the Owner's program, schedule and construction budget reqUIrements, each 10 terms of the other, subject to the hmlta- tIons set forth 10 Subparagraph 5 2.1 2.2.3 The Architect shall revIew with the Owner alternative approaches to desIgn and constructton of the Project 2.2.4 Based on the mutually agreed-upon program. schedule and construction budget reqUIrements, the Archnect shall prepare, for approval by the Owner, SchematIc DesIgn Docu- ments conslstmg of drawmgs and other documents IllustratIng the scale and relationshIp of Project components 2.2.5 The Architect shall submit to the Owner a prehmmaf\' 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 Schemattc Design Documents and any adJustments authonzed by the Owner 10 the program, ~chedule or COl1'itruclion budget, the Architect ,lull PICP,Ir<.'. for approv:!l by the Owner, De<'lgn Development Document' conslst1l1g of drawlI1R' and other document, to fi" .1I1d de,cnbe the size and clur,lCter of the ProJect ;l<, to architectural. ~truc- tural, mechamcJ.J and electrlca) ~\ stems, maten:!l~ and .'>uch other element.'> as may be appropnate 2.3.2 The Architect shall ad\'lse the Owner of any adJustment~ to the prehmll1ary e.'>umåte of ConstructIon Cost 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4,1 Based on the approved Design Development Docu- ments and any further adJustments 10 the scope or quaIl!) of the ProJect or m the construction budget authon7ed bv the 0\\ ner, the Architect shall prepare, for approval by the O\\'ner, ConstructIon Documents conslstmg of Drawmgs and SpeCifica- tIons senmg forth m detail the reqUIrements for the construc- tIon of the ProJect 2.4.2 The Archnect shall asSiSt the Owner 10 the preparation of the necessary blddmg mformatIon, blddmg 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 prellmll1ary estimates of ConstructIon Cost mdl- cated by changes 111 requIrements or general market condmons 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 authormes havmg jUrIsdlCtton over the Project 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Archnect, followmg the Owner's approval of the ConstructIon Documents and of the latest prellmmary estunate of ConstructIon Cost, shall asSiSt the Owner to obtall1tOg bIds or negotIated proposals and asSISt 10 awardmg and preparIng contracts for constructIon 2.6 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responslbllny to proVide BasIC Services for the ConstructIon Phase under this Agreement commences with the award of the Contract for ConstructIon and term mates at the earher 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 1033 2.6.2 The Architect shall provide admmlstratIon of the Con- tract for Construction as .'>et forth below and 10 the edluon of AlA Document A201, General CondItions of the Contract for ConstructIon, current as of the date of this Agreement, unless mherwlSe provided 111 thIs Agreement 2.6.3 Duttes, responslbllmes and hmltatlons of authonty of the Architect shall not be restrIcted, modIfied or extended without written agreement of the Owner and Archnect with consent of the Contractor, whICh consent shall not be unreasonably withheld AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT· FOURTEENTH EDITION· AIA~ . ©1987 THE >\MERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N W, WASHINGTON, D C 20006 B141-1987 2 e 2.6.4 The ArchHect ~hall be .I repre~cntatlve of and ~hall,lCh l'è Jnd consult wHh the Owner ( I) dunng construction until fìn.tI payment to the Comractor I~ due, and (2) a~ an Additional ~er- vICe .It the Owner':> dIrection from time to time dunng thL <-·or· rectlon penod desulbed \11 the Contract for Construction The ArchHect sh;¡1I have authonty to act on bcl);¡lf of the Owner only to the extent provided \11 thl., Agreement unles~ other" N: modified by wrmen Imtrument 2.6.5 rhe ArchHect ~hall \'Isn the ~He ;¡t \I1tenah Jppropn,ne to the stage of con~tructlon or ;IS Olherwl~e ;¡greed b\' the O\~ ner and ArchneCl \11 wntlng to become gener;¡lIy f.mllhdf wHh the progre5~ ,md qualny of the Work completed ;¡nd tl) determ1l1e 111 general If the Work IS be1l1g performed \11 a man- ner \I1dICat1l1g that the Work when completed will be \11 accor- dance wnh the Conu;¡ct Documents However, the ArchHeCt shall not be required to make exh;¡ustlve or cont\l1UOUS on-~HC 1I15peCtlOns to check the qualH) or quantHy of the Work On the basIs of on-sne obsen';¡uons ;IS an arehnect, the -\rchHecr 5hall keep the Owner \I1formed of the progress ;¡nd qu;¡lHY of the Work, and shall endeavor to guard the Owner ag;¡lIl~t defects and defiCIenCIes \11 the \XIork (More extel1.Œ'e site represer/tatI01/ may be agreed to as an AddIllOlla{ Serl'lC£' us descrIbed /11 Parap,raplJ 3 2 ) 2,6.6 The Archnect shall not have control over or charge of and shall nor be responsIble for construction mean~, methods. techniques, sequences or procedures, or for ~afety precautions and programs 111 connection wnh the 'V"ork, S1l1ce these are solely the Contractor's responsIbility under the Contr;¡ct for Construction. The Architect shall nor be responsIble for the Contractor's schedules or faIlure to carry out the Work 111 accor- dance with the Contract Documents The Architect shall nOt have control over or charge of acts or omiSSIons of the Contr.lC- tor, Subcontractors, or their agents or employees, or of am other persons perform1l1g porttons of the Work 2.6.7 The Archnect shall at all times have access to the Work wherever It IS 111 preparation or progress 2.6.8 Except ;IS may otherwIse be provided 111 the Contract Doçumems or when direct communications have been spe- CIally authonzed, the Owner and Contractor shall communlc;¡te through the Archnect CommunicatIons by and with the ArchI- tect's consultams shall be through the Archnect 2.6.9 Based on the Archnect'~ obsen'atlons and evaluatlom of the Contractor's Applications for Payment. the Architect shall review and certtfy the amounts due the Contractor 2.6.10 The Archnect'5 certification for payment shall con~tI- tute a representation to the Owner, based on the Archnect s observations at the sne as pro\"lded 111 Subparagraph 2 6 S .1Ild on the data compns1l1g the Contracror's Apphcatlon for p;¡\- ment, that the Work has progressed [0 the pomt mdlcated and that, to the best of the ArchItect's knowledge, mformatlon and belief, quality of the \X!ork IS m accordance WIth the Contract Documents The foregomg representations are sublect to ;¡n evaluation of the \XIork for conformance WIth the Contract Documents upon Suh"tantl.11 Completion, to results of suh,c- quent te~ts and II1spectlons, to mll10r devlatlon~ from the Con- trJct Documents correcLJble pnor to completion and to 'pe- Clfic qualifications expressed b~ the ArchItect The I'su.mce of .I Certlficne for Pavment shall further constitute .I repre,entatlun [h,1I [he Contractor IS entItled to payment m the amount LCrtl- fied Howe\ er, the Is~uance of .1 Ceruficne for Payment ,hall nu[ be a representation that the ArchItect ha., (I) made o.h,lu~- tI\"C or contll1UOU" on-'Ite lI1~peLtlon., to check the qualIt~ or e quantIt\ of the \Vork, (2) revIewed conqruCllon mean." meth- och technlque~, 'equenccs or procedure~, (.3) reviewed cople., of requlslllon~ received from Subcontractor~ and matenal ,up- plIer~ .lI1d other d;¡tJ reque.,ted hv the Owner to sub~t;¡ntlate the Contr;¡ctor', nght to p;¡vment or (4) a,cer¡;¡lI1ed how or for \\ h;¡t purpo~e the Contractor h3.' u'>Cd money prevlou~ly p.lId un ;Kcount of the Contract Sum 2.6.11 The Archnect shall ha\"C ,¡uthontv to relect \Vork whICh doe~ not conform to the ContrJct Docul1lent~ Whenever the :\r::hnect conslder~ It nece~sary or advisable for Implementa- tion of the II1tent of the Contract Documents, the Architect will ha\ c .Iuthonty to reqUIre addnlonaJ II1spectlon or te5tll1g of the \\'orl-.. 111 accordance "Vlth the provIsions of the Contract Docu- ments, whether or not such Work IS fabncated, 1I1stalleJ or completed I-iowever, nenher thl~ authonty of the Architect nor a deCl~lon made 111 good f:lIth either to exerCise or not to exer- cise such authorIty shall give nse to a duty or responslblhty of the -\rchnect to the Contractor, Subcontr;¡crors, matenal and eqUIpment supphers. their agents or employees or other per- sons performmg portions of the Work 2.6.12 The ArchItect shall re\ lew and ;¡pprove or take other appropnate ;¡ctlon upon Contractor's submittals such as Shop Dr,l'>' íngs, Product Data and Sanlple~, but only for the lImned purpose of checkll1g for conformance WIth II1formatlon given and the design concept expressed 111 the Contract Documents The Architect's action shall be taken with such reasonable promptness as to cause no del;¡y 111 the Work or 111 the con- struction of the Owner or of separate contractors, whIle allow- II1g suffiCient time 111 the ArchItect's professIonal ludgment to permn adequate revIew ReView of such submittals IS not con- ducted for the purpose of derermll1l11g the accuracy and com- pleteness of other detaIls such as dImensIons and quantities or for substantlat1l1g mstructlons for 1I1stallatlon or performance of eqUIpment or systems designed bv the Contractor, all of whICh remam the responslbllny of the Contractor to the extent requIred by the Contract Documents The ,-\rchltect's revIew shall not constitute approval of safety precautions or, unless othef"'"\se speCifically stated by the Architect, of constructIon means methods. techl11ques. sequences or procedures The ArchItect's approval of a specIfic Item sh;¡ll not mdlcate appro\ al of an assembly of whICh the nem IS a component When professional centficatlon of performance charactenstlcs of matenals. systems or eqUIpment IS reqUIred by the Contract Documents, the ArchItect shall be entItled to rely upon such certification to establIsh that the matenals, systems or eqUIp- ment '>' III meet the perfornunce cntena reqUIred bv the Con- tr;¡ct Documents 2.6.13 The Archttect shall prepare Change Orders and Con- struction Change Directives, wl[h supporting documentation and data If deemed necessary by the Architect as provIded 111 Subparagraphs .3 I I and 3 3 3, for the Owner's approval and cxecutlon 111 accordance wnh the Contract Documents, and mav authonze m1l10r changes 111 the Work not 1I1volvmg an adjustment m the Contract Sum or an extension of the Contract TII11e whICh are not 1I1conslstent WIth the mtent of the Contract Documents 2.6.14 The Archneu shall conduct 1I1spectlons to determme the date or datcs of Subqantlal Completion and thc dJtc of final complctlon, ,hall receIve and fon~ard to the Owner for the 0\'. ncr ~ revIew ,md record, written w;¡rrantles ;¡nd related document~ required b\ the Contr.lct Document~ ,md ,15"em· hied 11\ the Contractor. ,md ~11.I1I1~sue a final Certificate for 1',1\- ment upon compll.lI1ce '>' nh the reqUIrement' of the Contr Jct [)(KUmenr- 3 8141-1987 AlA DOCUMENT 8141 . UWi\!:.K ARCHITLCl AGREE-MEN' . FOURTEENTH EDITION· AlA"' . ©19!F , HI: "''''FRIC'''' I¡';~ TIn Tf OF ARCHITECT~, 1735 NEW YORK AVENUE, N W , WASHtNGTON, DC 20006 e 2.6.15 The Archnect ~hall Interpret and decide nl.ltter~ con- cernlOg performance of the O\', ner and Contractor under the reqUirements of the Contract Documents on \"fI(¡en request of enher the Owner or Contractor The Archilec¡"~ response to such requests shall be made wnh rea~onable rromptnc~s and wlthlO any time IImn~ agreed upon 2.6.16 Interpretations and dec"lon~ of the Archnect ~h;ùl be consistent wnh the Intent of and re;L~onahly IOferable from the Contract Documents ;lIld ~hall be 111 Wfl(lI1g or III the form of drawll1gs \X1hen makll1g such InterpretatlOn~ ;1I1d IOmal deCi- Sions, the Archnect shall endeavor to secure fanhful perfor- mance by both Owner and Contr,lCtor, ~hall nm sho" partialIty to either, and shall not be lIable for results of II1terpretatlons or deCiSIons so rendered 10 good fanh 2.6.17 The Archnect' s deCisIons on matters relatll1g to aesthe- tiC effect shall be final If comlstent wnh the II1tent expressed m the Contract Documents 2.6.18 The Archnect shall render wrmen deCisions wnhm J reasonable time on all claims, disputes or other matters m ques- tion between the Owner and Contractor relating to the execu- tion or progress of the \X'ork a~ pro\'1ded 111 the Contract Documents 2.6.19 The ArchItect's deClslom on claIms, disputes or mher matters. II1cIudlOg those 111 question between the Owner and Contractor, except for those relating to aesthetic effect as pro- vIded 10 Subparagraph 2 6 I ì, shall be subJect to Jrbltratlon as provided 111 this Agreement and 111 the Contract Documents ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The servIces described 111 this Article 3 are not II1cluded 111 BasIC Ser\'1ces unless so Identified 111 Article 12, and they shall be pald for by the Owner as proVIded 111 this Agreement, 111 addnlon to the compensation for Basic ServICes The servICes described under Paragraphs 3 2 and 3 4 shall only be proVIded If authorized or confirmed 111 wntll1g by the Owner If ser,lces described under Contll1gent Addnlonal SerVIces 111 Paragraph :'> 3 are requIred due to Circumstances beyond the Archltec¡"~ control, the ArchItect shall notll') the Owner prior to com- mencmg such ~erVlce~ If the Owner deems that such serVIces described under Paragraph .:'> .:'> are not reqUIred, the Owner shall gl\'e prompt wrmen notice to the Archnect If the Owner mdlGltes 111 wntll1g that all or pJrt of such Contll1gent Addi- tional Services are not reqUired. the Architect ~hall have no oblI- gation !O proVIde those servICes 3,2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3,2.1 If more extensIve repre~entatlon at the sIte than I~ descnbed 111 Subparagraph 2 6 5 IS reqUIred, the ArchItect shall proVide one or more ProJect Representa!l\'es to ;L~~ISt m carrv- mg out such addnlonal on-sile responSibilIties 3.2.2 Prolect Representatl\'e~ ~h.11I he selected. employed and chrected by the ArchItect. ,md the Architect ~hall be com pen- ~;ned therefor a~ agreed IJ\" the 0\\ ner ,md ArcllHeu The dutle~. respon~lbllme~ ,md 11I11ItJtlon~ of .luthOfl(\ of ProJect Repre~eIl!,nl\"C~ shall he a~ de~crlbed 111 ¡he edmon of AlA DocumeIl! 8352 current ,I~ of the date of th" Agreement unles~ other\\ I~e agreed e 3.2.3 Through the obseryatlon~ b\ ~Udl Pm cct l{epre~en- ¡,nI\T~. the Architect shall endea\'or to provide further protec- tion for the Owner agall1st defecl~ and defìuenC1e~ II1lhe Work. hut the furnlshmg of such proJect repre~eIl!,nlon ~h.¡\1 nOI modify the nghts, respon~lb¡ [le~ or oblIg.1110n, of the Af<..hileu a~ de~cnhed cI~ewhere 111 thl~ .-\weemelll 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 M.lkmg reVISIons m Dr;l\\" ng~, <'peufìcatlons or other documents when such re\" Slon~ are .1 II1conslstent with approYJI~ or lI1~tructlon~ preYlously gl\'en by the Owner. IOcludlOg reVI,lons mack nece~- sary by adlustlnent~ 10 the Owner'~ plogram or ProJ- ect budget, .2 reqUired by the enactment or reVI~lon of code~ I;m ~ or regulations subsequent to the preparation of ~uch documents, or .3 due to changes reqUired JS J result of the Owner's fail- ure to render deCisIons III a tIIncly manner 3.3.2 Provldlllg services reqlllred because of ~lgl1\ficant changes III the Project 1I1c1udlllg, but not lImited to. Size, qual- Ity, comp1exlIY, the Owner's schedule, or the method of bid- dlllg or negotiating and contractlllg for construction, except for sen'lces reqUIred under Subparagraph 5 2 5 3.3.3 Preparing Drawlllgs, SpeCltìcatlons and other documen- tatIon and supporting data, evaluatlllg Contractor'~ propo~als, and provld1l1g other serVIces m connection with Change Orders and Construction Change Dlrectlve~ 3.3.4 Provldlllg services III connection with evaluating substi- tutions proposed by the Contractor and maklllg subsequent reVISions to Draw1l1gs, SpeCifications and Other documentation resulting therefrom 3.3,5 Provld1l1g consultation concernlllg replacement of \X' ork damaged by fire or other cause dUring construction, and fur- nlsh1l1g servIces reqUIred III connection with the replacement of such Work 3.3.6 Provldlllg sen'ICes made necessary by the default of the Contractor. hy malor defects or defiClenClcs III the \X'ork of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Comtructlon 3.3.7 ProvlChng servlce~ III evaluating an ex¡cnsl\'e number of claims submitted by the Contractor or others III connection "lth the Work 3.3.8 ProVldlllg serVIces III connection with a public he,lf1ng. arbitratIon proceed1I1g or legJI proceedmg except "here the Architect I~ party thereto 3.3.9 Prepanng documents for alternate. sepJrate or sequentl.tl bids or provldlllg serVices III connection \Vlth blddmg, negotia- tion or construction prior to the completion of the Con~truc- tlon Documents Phase 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 >f<)\"1lling .1I1.l1\'~e~ of tile O\\'ncr'~ nced~ and progr.lm- mmg the requlremcnt~ of the l'mJect 3.4.2 Prondmg nn.mcl.11 fe.I~lblht\ or other ~peClal ~!Udle~ 3.4.3 l'n)\" dmg pl.mnmg ~Uf\ C\ ~ ~ltc n'alu;l!Ion~ or COIl'- par.1l1\ c ~[udle~ of prOSpCClI\ e ~lte~ AlA DOCUMENT 6141 . OWNER,"'RCHITECT ...GRfEMENT· FOURTEENTH EDITION' AI...., . ©19H7 1 H~ ...MERIC...N INSTlTUT[ OF ARCHITECT~. 173S NEW YORK AVENUE. N W, WASHINGTON DC 2(KKIÓ 8141-1987 4 e 3.4.4 I'ronchng speCIal ~ur\"t:~ ~ el1\ Iron mental ~tuches and ~Uh11l1~~IOn~ reqUIred for ,lpprO\ al~ of gO\ ernmel1l,lI autllorItle~ or otller' 1l:lvmg Junstlicllon O\'er tile PrOject 3.4.5 Pro\ Idmg servlCe~ rdall\e to future fJCI Ii lies. sy~tems .l11d eqUIpment 3.4.6 Pro\ Khng services to II1\T~lIgatl e,l~lIng concj¡tlon~ or t.lCllitH~~ or to make measured dra\\ II1g~ tllereof 3.4.7 Pro\ Idll1g servICes to venfy tile accuracy of dr,lwmgs or otller mformallon fi.Jrnlslled b\' the O"-'ner 3.4.8 PrO\ rdlng coordll1allon of consrruCllon performed by separale contractors or by the 0"- ner s 0\, n forces and coordi- nallon of services reqUired 111 connecllon WItIl construCllon performed and eqUipment ~upplied b\' the Owner 3.4.9 Pro, Idmg servlce~ m connecllon "- Ith the ,,-ork of a con- structlon manager or separate consultants retamed by the 0\\ ner 3.4.10 Provldmg detaIled eSllmates of ConstructIon Cost 3.4.11 Provldmg detaIled quantIty sur. evs or mventorles of matenal, equipment and labor 3.4.12 Provldmg analyses of ownmg and operatIng costs 3.4.13 Provldmg mterior deSign and other sImIlar ser.'lCes reqUIred for or in connectIon WIth the selectIon, procuremem or II1stallatIon of furnIture, furnlshmgs and related eqUlpmem 3.4.14 Provldmg services for planning tenam or remal spaces 3.4.15 Makmg Investigations, mvemones of materials or eqUip- ment, or valuations and detailed appfalSaIs of eXISting facilities 3.4.16 Preparing a set of reproduCible record drawings show- mg slgmficam changes m the Work made dunng construction based on marked-up pnnts, drawings and other data furnished by the Comractor to the ArchItect 3.4,17 Provldmg assIstance m the utIliz:mon of eqUipment or systems such as testmg, adjusting and balancing, preparatIon of operatIon and maintenance manuals, trammg personnel for operation and mamtenance, and consu]tauon dunng operation 3.4.18 ProvIding servICes after Issuance to the Owner of the final Ceruficate for Pavment, or In the absence of a final Cer- lIficate for Payment, ~ore than 60 days after the date of Sub- stantIal CompletIon of the Work 3.4.19 Providmg servIces of consultants for other than archi- tectural, structural, mecþamcal and electrical engmeenng por- tIons of the ProJect provIded as a part of BasIc Ser.'lces 3.4.20 Provldmg any other servICes not otherwIse mcluded m thIs Agreement or not customanly furnIshed m accordance wIth generally accepted archItectural practice ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provIde full mformatIon regardmg reqUlremems for the Project, mcludmg a program whIch shall set forth the Owner's objectIves, schedule, constramts and cn- tena, mcluding space requiremems and relatIonships, fleXI- bIlIty, expandabihty; speCIal eqUlpmem, systems and site reqUirements e 4,2 rile O\'- ner ~Ilall estabhsh ,lI1d update :111 overaJl budget for the Prolect. mcluúmg the Construcllon Cost, the Owner's other costs and re:L~onable contIngenC1e~ related to all of tlle~e cost~ 4.3 If requested by the ArchItect. the O,vner stull furnl'h e\ I- dence that tìnanClal arrangements have been Ilude to fultìll tile O\yne(s obligatIons under thIs >\greemel1l 4.4 Tile O\yner sh:lll deslgn:ne a representallve authon7ed to act on the Owner's hehalf with respect to the ProJect The Owner or such authonzed representative shall render deCI~lon~ m a timely manner pertammg to document~ submitted by the Architect 111 order to avoid unreasonable delay fl Ihe orderh and sequential progress. of the Architect's servIces 4.5 The Owner shall furnIsh surveys descnbmg physical charactenstlCs, legal hmltatlons and utilIty locations for [he site of the Project, and a wntten legal descnptlon of the site The surveys and legal mformatlon shall mclude, as apphcable, grades and lines of streets, alleys, pavements and ad ommg property and structures, adlacent dramage, rlghts-of·\'-'ay. restnctlons, easements, encroachments, zonmg. deed restric- tions, boundanes and contours of the sIte, locations, dImen- sIons and necessary data pertammg to eXlstmg bUlldmgs, other Improvements and trees, and mformatlon concernmg avaIlable utIlity servICes and lmes, both public and pnvate. above and below grade, mcludmg mverts and depths All the mformatlon on the survey shall be referenced to a proJect benchmark 4.6 The Owner shall furl11sh the servIces of geotechnIcal engi- neers when such services are requested by the Architect Such services may mclude but are not limited to test bonngs, test pitS, determmatlons of sOlI beanng values, percolation tests, evaluations of hazardous matenals, ground corrosion and resIs- tiVIty tests, mcludmg necessary operations for antiCipating sub- sOIl conditions, with reports and appropnate 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 matenals, and other laboratory and environmental tests, mspectlons and reports reqUIred by law or the Contract Documents 4.8 The Owner shall furnIsh all legal, accounting and msurance counseling servICes as may be necessary at any time for the Project, mCludmg audltmg servIces the Owner may reqUIre to venfy the ContraclOr's ApplIcations for Payment or to ascen:un how or for what purposes the Contractor has used the money p:ud by or on behalf of the Owner 4.9 The senllces, mformatlon, surveys and reports requIred by Paragraphs 4 5 through 48 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 m the Project or nonconformance with the Contract Documems 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 pnor to executIon The Owner shall not request certifica- tIons that would reqUIre knowledge or servIces beyond the scope of thIs Agreement 5 8141-1987 AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT' FOURTEEI"TH EDIlION' AlA'" . ©198ì THE AMERICAN ![';STITUTE O~ ARCHITECTS, [ì35 NEW YORK AVENUE, N W. WASHII"GTON, D C 20006 ·' e ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Comtructlon Co~t <hall he the total co,t or L 'tl- mated co,t to the Chvnn of all elements of the Project de'lgned or speCIfied by the Architect 5.1.2 The Con,tructlon Cost shall II1clude the co~t at L urrent market rates of labor and matenals furnished by the Ov,ner ,md equIpment de'lgned, ~pcClfied, ~elected or specullv provided for by the ArchlteCl, plus a reasonable allowance for the Con- tractor's overhead and profit In addItIon. a reasonable all(m- ance for contingenCIes shall be mcluded for market condItIons at the time of blddmg and for changes m the Work dunng construction 5.1.3 ConstruCllon Cost does not mclude the compen~,ltlon of the ArchItect and ArchItect's consultants. the costs of the I;Ind. rights-of-way, financmg or other costs whIch are the re~pon- SlbllIty of the Owner as provided m Article 4 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, prelImmary 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, marenals or eqUIpment, over the Contractor's methods of determ1l1111g bId pnces, or over competItIve bIdding, market or negotiating conditions Accord1l1gly, the Architect cannot and does not warrant or represent that bIds or negotiated pnces W¡I! not vary from the Owner's Project budget or from any estunare of Construction Cost or evaluation prepared or agreed to by the ArchItect. 5.2.2 No fixed hmlt of Construction Cost shall be estabhshed as a condlt1on of this Agreement by the furnlSh1l1g, proposal or estabhshment of a Project budget, unless such fixed luntt has . been agreed upon 111 wntlng and signed by the parties hereto If such a fixed lunlt has been estabhshed, the Architect shall be permitted to 1I1clude contingenCIes for design, bldd1l1g and pnce escalation, to determ1l1e what matenals, eqUIpment, com- ponent systems and types of construction are to be 1I1cluded 111 the Contract Documents, to make reasonable adjustments to the scope of the Project and to 1I1clude 111 the Contract Docu- ments alternate bIds to adlust the Construction Cost to the fixed lImit FIXed lImits, If any, shall be increased 111 the amount of an 1I1crease 111 the Contract Sum occurnng after execution of the Contract for Construction 5.2.3 If the Bldd1l1g or Negotiation Phase has not commenced with1l1 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 111 the general level of pnces 111 the construction mdustry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought 5.2,4 If a fixed lunlt of Construction Cost (adjusted as pro- vIded to Subparagraph 52.3) IS exceeded by the lowest bona fide bId or negotiated proposal, the Owner shall .1 give wntten approval of an 1I1crease 111 such fixed lImit, ,2 authonze reblddtOg or renegotlat1l1g of the ProJect wlthm a reasonable time, e .3 If the Prolect I~ .Ihandoned, term1l1ate m accorclmce with ParJgraph H ~, or .4 cooperate m revI'lIlg the Prolect 'cope and quaIIt\· ,I' rLqulred to rLduLL tlK Con,tructlon CO,¡ 5.2.5 If the Owner choo,e, to proceed under Clau,e ') 2 4 4, the Architect, without adchlIonal Lharge. ~tl.lll modify the Con- tLKt Documents ;t, nece~,ar~ to comply \Vlth the fixed hmlt. tf estabh,hed as a condllIon of Ih" Agreement The modlficalIon of Contract Document' ~hJII he the hmlt of the A.rchltec¡", responslhIllty arlsmg out of the eqahh,hment of a fixed hmlt The Architect shall he enUlled to compensation In accordance '" Ith this Agreement for .Ill ,en'lces performed whether or not the Con,tructlon Phase I' commenced ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawll1gs, SpeClficJtlon~ and other documents pre- pared by the Architect for this Project are Il1struments of the Architect's servICe for use solely wIth respect to this Project and. unless otherwise provlCted, the Architect shall be deemed the author of these documents and shall retam all common law, statutory and other reserved nghb, mcludll1g the copynght The Owner shall be permIttcd to retam copies, 1I1clud1l1g repro- dUCIble copies, of the Architect's Draw1l1gs, SpeCIfications and other documents for 1I1formatlon and reference In connection with the Owner's use and occupancy of the Project The ArchI- tect's Draw1l1gs, SpeCIfications or other documents shall not be used by the Owner or others on other projects, for addlt10ns to thIS Project or for completion of this ProJect by others, unless the Architect IS adjudged to be 111 default under thIS Agreement, except by agreement to wntlng and with appropnate compen- sation to the Architect 6.2 SubmIssion or dIstribution of documents to meet offiCIal regulatol]' reqUIrements or for similar purposes to connection with the Project IS not to be construed as publIcation 111 deroga- tion of the ArchItect's reserved nghts ARTICLE 7 ARBITRATION Clauns, dIsputes or other matters to question between the part! to thIs Agreement ansll1g out of or relat1l1g to this Agree- ment 0 each thereof shall be subJect to and deCIded by arbI- tratIon 111 a rdance with the Construction Industry Arbitra- tion Rules of t i\mencan Arbitration AssoCIation currentlv In effect unless the p es mutually agree otherwISe ' 7.2 Demand for arblt n shall be filed 111 writing with the other party to thIS Agreem and with the Amencan Arbitra- tion AssoCIation A demand for ItratIon shall be made wlth1l1 a reasonable time after the claun, spute or other matter 10 question has ansen In no evem shall t demand for arbitration be made after the date when IOStItUtlOn proceedings based on such claIm, dispute question would be barred by the apphcable statut 7.3 No arbitration anslOg out of or relating to thIs A ement shall 1I1c1ude, by consolIdation, JOlOder or 10 any other nr er, an addltlonaJ person or emlty not a party to thIs Agreeme AlA DOCUMENT 8141. OWNER-ARCHITECT ...GREEMENT· FOURTEENTH EDITION· AlA" . ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N W , WASHtNGTON, D C 20006 8141-1987 6 - . cpt b~ wnttcn comem comamlllg ;¡ ~IXClfic rdcrenCl: tu thl~ ecmcIll sIgned b~ the Owner. Architect, and any other pel,>on enllty sought to be jomed Con,>ent to arbHratlon lIl\ol\"lng a 'ddmon.11 per~on or enIHY ~hall not con~lItute consent to arbl on of an\ cI;lIm. dl,>pu(e or other mattcr III question nO! descn III the \'. ntten con,>em or with a person or eIllH\' not named or . nbed therem Thc foregolllg agree- meIll to arbnrate and othe reement~ to arbnr;¡tc wIth an ac!c1ltlona] person or entl!\· dlll\' ~emcd to bv the p,HtleS to thl~ Agreement shall be ~peCltìcall\ rceable m 3Ccordancc with apphcable law m an~ coun h;¡vmg 'Sdlctlon (hereof 7.4 The a';\ ard rendered b~ the arbnrator or ar . tors shall be fm;ù, and ludgment may be emered upon n m acco ce with apphcable law many coun having IUnsdlctlon thereof ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 ThIS Agreement may be termln;¡ted by cnher party upon not less than seven davs' ';\ ntten notice should the other partv fall substantially to perform In accordance with the terms of thl'> Agreement ÙlroUgh no fault of the pmy U11t1atmg the temlmatlOn 8.2 If the Project IS suspended by the Owner for more than 30 conseCU!lve days, the Archnect sh;¡1I be compensated for ser- \"Ices performed pnor to notice of such suspensIon \XJhen the Project IS resumed, the Archnect s compensation shall be eqUi- tably adjusted to provide for expenses Incurred m the mterrup- lion and resumption of the Archnect"s servICes 8.3 ThIS Agreement may be termmated by the Owner upon not less than seven days' written notIce to the Architect m the event that the Project IS permanentlv abandoned If the Project IS abandoned by the Owner for more than 90 consecutive days, the Archnect may term mate this Agreement by glvmg wntten nO!lce 8.4 FaJlure of the Owner to make pa\'ments to the ArchItect In accordance with thIs Agreement shall be consIdered substantial nonperformance and cause for termma!lon 8.5 If the Owner falls to make pa\ïl1t:m when due the Archi- tect for serVIce., and expenscs. the Architect may, upon seven days' wntten no !Ice to the O';\·ner. suspend performance of ser- \ Ices under this Agreement Unle~s pavment m full IS received bv the Archnect wnhm se\'en da\ s of the dale 01 the notIce, the suspensIon shall take effect Without funher notice In the event of a suspensIon of serVIces. the Architect .,h;¡1I have no hablln\' to the Owner for delay or damage cau~ed the Owncr beC1U.,e of such suspension of sen Ice~ 8.6 In the event of termm;¡tlon not the f;¡ult of the Architect. the Architect shall be compensated for ~er\ïce,> pcrformed pnor (0 termmatlon, together ';\lth Reltnbllr."lble Expen~e~ then due and all Termmatlon Expen.;e,> a~ detìned III PJr.lgraph 87 8.7 Termination Expenses .Ire In Jddltlon to compen.,;ltlon for B.l~IC and Adchtlon.d Sen ICes. ,md mclude expen~e" which .In:' chrcClh attnbutable w termmatlon Termlllatlon Expcn,>e.; sh.11I be computed as a percem.!ge of (he total compen,>.ltlon lor B;l';IC Scn ICes and Addl!lonal Sen ICes e,lrIlcd to th,' (line ot ter- m illation , as follows .1 T\'.enty percell! of the total compen.,.ltllJ\1 for B.I'>1l and Addltlon.11 ,",en Ices ~Irned to dale It termlll.ItIOn occur., bef(¡re or dunng the prLc!c'>lgn, '>ltc ;111.11'. '>1'>. or Schematic De'>lgn Ph.he,> ,) e .2 Ten pcrcell! of thc tOlal compen.,atlon for BasIC and AdchtllJl1.11 ServICes carned to date If term1l1atlon occurs dunng the DesIgn Development I'hJSe. or .3 Five percent of the total compensation for B;lSIC .md -\ddltl<mal SerVICes earned to elate If termllutlon occurs dunng any sub.,equent rh.be ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unle.;s otherwIse prqvldeel, thl., Agreement shall be gov- erned bv the law of the pnnClpal place of bus1I1css of the Architect 9.2 1 crms 111 thIs Agreement shall hJve the same mean1l1g as (hose 111 AlA Documcnt A201, General Conditions of the Con- tract for Construction. current as of thc date of this Agreement 9.3 Causes of action between the parties to thIs Agreement penall1111g to acts or faIlures to act shall be deemed to have Jccrued and the appltcable statutes of hmltatlons shall com· mence to run not later than either the date of Substantial Com- pletion for acts or faIlures to act OCCUrring pnor to Substantial Completion, or the date of Issuance of the final Certificate for Pa\ ment for acts or faIlures to act occurring after Substantial Completion 9.4 The Owner and ArchItect wanie all nghts agaJnst each other and agaInst the contractors, consultants, agents and emplo\'ces of the other for damages, but only to the extent CO'.·- ered by property 1I1surance dunng construction, except such nghts as they may have to the proceeds of such 1I1surance as set forth 111 the edition of AlA Document A20 I, General Conditions of the Contract for Construc!lon, current as of the date of this Agreement The Owner and Architect each shall require simIlar wal\'ers 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 Agreemcnt and to the partners, succes- sors assigns and legal representatives of such other pany with respect to all covenants of this Agreement Neaher Owner nor Archaect ~hall assIgn thIs Agreement wIthout the written con- ~ent of the other 9.6 This Agreement represents the entire and 1I1tegrated agree- ment between the Owner and Architect and supersedes all pnor negotiations. representations or agreements, eaher Writ- ten or or JI ThIs Agreement may be amended only by ';\ ntten Imtrument ~Igned by both Owner and Architect 9.7 ","oth1l1g conta1l1ed In thIs Agreement slull create a contrac- tu.!l relationship wah or a cause of action 111 favor of a third p.lrt\ agaln.,t either the Owner or Architect 9.8 Lnless otherwIse provIded In thIs Agreement, the Architect and -\rchltect"s consultants shall have no responslblht~ for the ell.,CO\ cry, presence. handhng, rcmov.lI or dlspos.lI of or cxpo- '>ure of persons to hazardous matcnal,> 111 :111\' form .n the PrOlcct ~I!e. 1I1clud1l1g but nO! Imll!ed to ds\)esto,>. .Lslxsto., product.,. poh chlonn.lIed blphcnyl (PCB) or other toXIC subst;uKes 9.9 The ArchacCf ~hall have the nght to 1I1c1ude representa- tI()ns of [he desIgn of the Prolect, 1I1cluchng photograph" of (he extenllr .lI1d 1I1tenor, among the Arc hltect ',> pr()motlonal .md profc''>I()n.¡1 matenal,> The Architect',> m.ltcn.lh shall not IIlcluclt: thL o\'. ncr",> c()nfidentl.tl or propnet.ln IIlfornutlon If (he 0\"\ nCI h.I'> prevll)u,>h' advl,>ed thc ArLhHecI 111 \"\T1t1l1g of 7 B141-1987 AlA DOCUMENT 8141 . O\\''''ER -\RCHITECT AGRFEMENT . FOURTEENTH EDITION' AlA'" . © 19A7 TlIF -\MI:RI( ^0: 1""1111'1'[ or ARCIIITFCT., 17~5 NtW YORK AVENUE, N W, WASHING1 ON, D C Wll1l6 e the speofìc IIlforma!lon c(Jn~iClcred h\- the 0\\ ner to he confì- dermal or proprretary fhe 0" ner ~h.¡1I I1rO\"Jlk profe~~lona¡ credit for the Architect on the construc( ol1 'Ign and III the pro- mO!lonal materrah for the Project ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Per,onnd Expense " defìned a, the tlirect ,aJarIe~ of the Architect's personnel engaged on thl Plolect .rnd the portion of the cost of their mandaro" .md cu~toma" con- whu!lons :1I1d benefits rel:lted thereto 'iuch :L' emplo:- ment taxes and other statulOrv emplo\ ee bencfih. lIl'ur.tntC, ,Ick lea\ e. holidJY", vaca!lons, pensions and 'lI1l\br contrlhutlon" and henefits 10.2 REIMBURSABLE EXPENSES 10.2.1 Rellllbursable Expenses are In ,rddl!lon to compensa- !lon for BasIC and Addmona! Sen Ices and IIlclude expenses Incurred by the Architect and ArchItect s employee" and con- sultants In the Interest of the Project a.> rden!lfìed III the follo"- IIlg Cia uses 10,2.1.1 Expense of transportatIon In connec!lon with the Project, expenses III connection with authorized out-of-to\\ n traveL long-dIstance commUlllca!lons. Jnd fee~ pJld for secur- ing approval of authorIties hanng JurlsdlC!lon 0\ er the Project 10.2.1.2 Expense of reproduc!lons postage and h,rndlrng of Drawrngs, SpeCIfications and other document~ 10.2.1.3 If authorized rn advance b\ the 0" ner, expense of overtlme work reqUIring hrgher than regular rate, 10.2.1.4 Expense of rendermgs. models and mcx-k-ups requested by the Owner , . 10.2.1,5 Expense of addmonal IIlsur,lIlce coverage or limits. IIlcludlllg professional lrabllity IIlSU, rance requested b\ the 0\\ ner III excess of that normall:- earned by the Architect ,rnd Architect's consultants 10.2.1.6 Expeme of computer-aIded desIgn and draftlllg equIpment tIme when used III connection with the Project e 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An Inl!lal payment as set forth In P.rragr.rph II 1 I" the mllllmum p:tyment under this Agreement 10.3.2 ~uhsequent p:¡yments for lb<;IC Serncl"" ,11,111 he m.llk monthl\ and, \\'here ,¡ppllc.lble, ,hall he III proportIon to ,er- \ ICes performed wlthlll each phase of ,ernee on the h.I'I' ,ct forth III Suhparagraph I I 2 2 10.3.3 If ,lIld to the extent that the tIme IIll!lallv e'l.1bli,hed In Subparagr.rph 1 I ') 1 of thL<; Agreement L' exceedcd (Ir c~tcndcd through no fault of the Architect, compen'atron for am 'cr- vICes rcndered dUrIng the additIonal period of !line ,,11.111 hc computcd III the nlJnn~r set forth III Suhparagraph 1 I 5 1- 10.3.4 \X:hen compensatIon IS based on a percent,rgc of Con- strUC!lon Co,t and anv portions of the Project are deleted or otherwIse not con<;tructed, compensation for tl1o,e portion' of tile Project sl1all be pa:- able to the extent sen ICC~ .irc pc:r- formed on those portions, rn accordance with tile schedule ,et forth rn Subparagraph II 2 2, based on (I) thc lo""c<;! bon.l fide bid or negotiated proposal, or (2) If no such bid or proPlh.¡1 " recel\'ed, the most recent prelImrnary estimate of Con'truc!lon Cost or detailed estimate of Construction Co,t for such por- tIons of the Project 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payment<; on account of the Architect's Additional Ser\'1ces and for Reimbursable Expenses shall be nude monthly upon presentation of the ArchItect's statement of ~er\'1ces ren- dered or expenses rncurred 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's com- pensation on account of penalty, lrquldated damages or other sums withheld from payments to contractors, or on account of the cost of changes rn the Work other than those for \\ hlch the Architect has been found to be liable 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- tarnlllg to AddItIonal Services and ser\"Jce<; performed on the basis of a multiple of Direct Per~onnel Expen,e ,l1all be 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 JS follo\\ s 11.1 AN INITIAL PAYMENT of ZERO Dollar<;(S <;l1all be made upon execution of th]" Agreement and crec!rted to the Owner's account ,It fin:ù payment 11.2 BASIC COMPENSATION 0.00 11.2.1 FOR BASIC SERVICES, as described III Ar!lcle 2, and an~ otl1er services rncluded rn ,\rtlcle 12 ,IS part of B,L'IC Sernce,. B.I'll Compensation shall be computed as follo\\' (I1l\ert IJll"il\ of (om/W/lSatlOlI IIILIrU/lIl,Q. çll"lilaled 'llllh multI/,it·, fir /J(',,,..('IJ(UJ.!.('\ and ll/el1tr!r {1ha\e'> Iu llll{<../J 1,((I//(II/(u lJl{'(/lud, 0/ «(Jl1IfJt'J/\(illl'll ell,!,/l 1/ 1l('((>.."tlT1' ) Basic compensation shall be 7.7% based on a construction budget of $500,000.00 AlA DOCUMENT 8141 . 0\\ ~I:.R--\RCHITECl -\GREEMENT· FOLJRl EENTH EDITION· AlA"' . © IYHï lli~ -\ \1ERIC-\N 11',TI1I'1 E OF ARCHITECT~ 1-\~ NF_W YORK AVE:'>JüE, N W, WASHINGTON, D C 20006 8141-1987 8 e e 11.2.2 \'Vhere compematlon I~ hased on a stlpula[ed ~um or pcrcemage of Constll.lCtlon Cost, progre~~ p:¡yments for Ba~lc Ser\.'lCe~ 111 each phase shall total [he followmg percentages of the to[al B.NC CompensatIon payahle (111::'(>' t (uldrfUU1a!/Jhu\e.\ u\ ap/Jrupnale J Schematic Design Pha~e De~lgn Development Phase Constll.lctlon Documents Phase Blddmg or Negotiation Phase Construction Phase percent ( 15%) percent ( 20%) percent ( 40 %) percent ( 5 %) percent ( 20 %) Total BasIC Compensation one hundred percent (100%) 11 .3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES. as descnbed In Paragraph 3 2, compensation shall be com- puted as follo",:s TO BE NEGOTIATED 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as descnbed in Articles 3 and 12, other than (1) AddItional Project Representation, as described m Paragraph 3 2, and (2) services mcluded m Article 12 as part of Additional Services, but excludmg ser- ViceS of consultants, compensation shall be computed as follows (Ins!'rl basIs oJ comp!'lISaltOtt, tttcl"dtttg rat!'s and/or m"ltlpl!'s oJ Dm!C1 Personnel Expe1lS!' Jor Pn/lclpals attd employ!'es. attd IdenllJy PnnClpals and cIasslJY (>Tnployres, if reqwred Idenlify SpeclJIC serl"/œs to wblcb parllwlar m!'lbods oJ coml'e1lSallon apply, IJ neœssary ) TO BE NEGOTIATED 11.3.3 FOR ADDITIONAL SERVICES OF CONSULT ANTS, mcludmg addttlonal structural, mechanICal and electrical engmeenng servICes and those provided under Subparagraph 3 4 19 or Identified In ArtIcle 12 as part of Addttlonal ServIces, a multiple of ONE ( 1 ) times the amounts billed to [he Archl[ect for such services (ldettllJy ,pecIJlc Iyp!'s oJ cons"ltallCs m Arllcle I:! IJ reqlllred) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described In Paragraph 102, and any other Items Included In Article 12 as ReImbursable Expenses, a multiple of ONE 1 ) times the expenses mcurred by the Architect, the Architect's empJoyees and consullams m the Interest of the Project 11,5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by thiS Agreement have not been completed wlthm TWEL VE ( 12 ) months of the date hereof, through no faull of the Architect, extension of the Architect's services beyond that time shall be compensated as provIded In Subparagraphs 10 3 3 and I I 3 2 11.5.2 Paymems are due and payable TEN 10 ) days from the date of the ArchlteCI's mvolce Amounts unpaid THIRTY ( 30 ) days after the inVOIce date shall bear Interest at the rate entered below, or m the absence thereof at the legal rate prevallmg from time to tUlle at the pnnclpal place of busmess of the ArchaeCI (hlsert rate of tn/erest agreed U/XJ11 ) (L'sur)' /au'~ and requirements under tbe Federal Trutb III Lendl1lg Act. ~rmllar state and local cunsumer credlt/au's and other reguÜH/Oll.S at tbe Ou-'ner ~ and An}J,- teet S prl1lufJal p/ace~ of bUSiness. the /ocallo1l 0/ ¡he Project and e/scrrhere may ~rffect the I a/ldlly oj thH !JlVI'ISlOll SpeCIfic legal adulce çbouJd be obtained u!llb reçpeu to deletlO1Zs or modl/IcalJ0115 (llld alço rejl,ardl1lg reqlllr{'mellt~ ::.u(/) (~ UTltte'1l dlsclusures or Il'QIl'erS ) 9 8141-1987 AlA DOCUMENT 0141 . OWNER-ARCHITECT AGREEMENT· FOURTEENTH EDITION· AlA"' . ©1987 THE ^",1ERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N W, WASHINGTON. 0 C 20006 e e 11.5.3 The ra(e~ Jnd mul( rle~ ~e( forth f( >r AddHlon.l1 "'ervlcc~ ~11.I1I be .lIlilu.dh ad u'ted III ,1L(ord.l1lcc \\ Ith il' H Ill.d "d,lry rc\ IC\\ prac(lCc~ of thc Archl(cct ARTICLE 12 OTHER CONDITIONS OR SERVICES (/U_\L'I! c/('\( llpllU h (J) (Jlher çen l(( \ J(ICllltf1 .ldcillH)flal \CIl1(('\ IIldIlt/cd U 1/1111/ /fa,/( ((JHJfW1/\lll}( f1 {(lid mudlflull/ull\ lu [he !J{/l nlt'IU (illd <.1I'''/1('lI\all(11/ [en/h olduckd 111 1/11.\ 4J{,e{!11IcJu J 12.1 Dispute resolution. Unresolved dispute between the parties arising out of or in connection with this agreement or project should be decided by litigation, rather than by arbitration. The venue of all such actions shall be Lake County, Florida, and the prevailing party shall be entitled to recover reasonable attorney fees. This Agreement entered mto as of the day and year firs[ wfI([en above OWNER /Z( ~~ (SIg>IlI/W'C') ROBERT A. POOL, MAYOR (I'I"/I//ed I/allle al/d //1Ie) J. PAT STROLLO, PRESIDENT/ARCHITECT (I'/"III/ed lilli/Ie (/lId /ille) AlA DOCUMENT 8141 . 0\\ 1\EH-~RCHIl EC. I "GH[L\I~Nl . ¡'Ol'H I LI Nl H 11)1110'" . AI ~, . @1'.!H7 I H~. \'11 RIC \" IN~'II ("UTE OF ~HCHITEC1~. 17~'i "'¡..W ) ORK AVLNI 'E, N \'(' \\·A~HINGl O'\: I) C 2000ó 8141-1987 10 e e ADDENDUM TO AGREEMENT CITY OF CLERMONT - STROLLO ARCHITECTS, INC. CLERMONT POLICE STATION PROJECT Notwithstanding the provisions contained in Standard Form of Agreement Between Owner and Architect ("AGREEMENT") between CITY OF CLERMONT ("OWNER") and STROLLO ARCHITECTS, INC. ("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 e e 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 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 2.6.10 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 e e constitute a representation that the Contractor is entitled to payment in the amount certified. 7. Paragraph 2.6.11 is deleted in its entirety. 8. 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. 9. 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 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. e e 10. 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". 11. Paragraph 2.6.19 is deleted in its entirety. 12. 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". 13. 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". 14. Paragraph 3.3 is amended to read: 3.3 OPTIONAL ADDITIONAL SERVICES UPON APPROVAL BY OWNER 15. Paragraph 3.4 through 3.4.20, inclusive, are deleted in their entirety. 16. Paragraph 4.2 is hereby amended to read: The "OWNER" shall establish and update an overall budget for the Project. 17. Paragraph 4.3 is deleted in its entirety. 18. Paragraph 4.5 is amended to read: e e 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. 19. 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. 20. 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 '~RCHITECT' and approved by "OWNER". 21. Paragraph 4.7 is amended to read: 4.7 The "OWNER" shall furnish tests, inspections and reports required by law or the Contract Documents. 22. Paragraph 4.8 is deleted in its entirety. 23. 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 e e entitled to rely upon the accuracy and completeness thereof. The "ARCHITECT" shall promptly advise "OWNER" of completeness of data and his acceptances thereof. 24. Paragraph 5.1.2 is deleted in its entirety. 25. Article 7, Arbitration, is deleted in its entirety. 26. Paragraph 8.5 is amended to read: 8.5 If the "OWNER" fails to make payment when due the "ARCHITECT" for 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. 27. 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 of the "OWNER". 28. Paragraph 9.2 is deleted in its entirety. 29. Paragraph 9.4 is deleted in its entirety. 30. 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 of the exterior and interior, among the "ARCHITECT'S" promotional and professional materials, upon e e 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. 31. Article 10.1.1 is deleted in its entirety. 32. Paragraphs 10.2.1.1 through 10.2.1.6, inclusive, are deleted in their entirety. 33. Paragraphs 10.4 through 10.6.1 are deleted in their entirety. 34. 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 THIRTY-EIGHT THOUSAND FIVE HUNDRED AND NO/lOO DOLLARS ($38,500.00). 35. Paragraph 11.2.2 is amended to read: 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 total the following percentages of the total Basic Compensation payable: Schematic Design Phase: 10 percent Design Development Phase: 20 percent Construction Documents Phase: 45 percent Bidding or Negotiation Phase: 5 percent Construction Phase: 20 percent TOTAL BASIC COMPENSATION: 100 percent e e 36. Paragraph 11.3.1 is amended to read: 11.3.1 For project services beyond basic services, compensation shall be computed according to the attached schedule. 37. Paragraph 11. 3. 2 is deleted in its entirety. 38. paragraph 11. 5.1 is amended to read: 11. 5.1 IF THE BASIC SERVICES covered by this "AGREEMENT" have not been completed within 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. 39. 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". 40. Paragraph 11.5.3 is deleted in its entirety. 41. Paragraph 12.2 is added as follows: 12.2 Twenty-four (24) Sets of Drawings and Specifications and Bid Documents are included in basic services. 42. Paragraph 12.3 is added as follows: 12.3 The "ARCHITECT" shall provide one (1) color rendering of the proposed building within the scope of basic services. , . e e 43. Paragraph 12.5 is added as follows: 12.5 The "ARCHITECT" shall provide assistance and obtain information required 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, is included in basic services. 44. Paragraph 12.6 is added as follows: Paragraph 12.6 Several Phases. 12.6.1 The Design Development Phase, Construction Documents Phase, Bidding or Negotiation Phase, and Construction Phase shall be considered severable phases. "OWNER" has the right to terminate the "AGREEMENT" at the conclusion of any of the phases. 12.6.2 In the event "OWNER" elects to terminate the "AGREEMENT" at the conclusion of a phase, "OWNER" shall pay to "ARCHITECT" the value of services rendered to the conclusion of that phase. 45. "ARCHITECT" shall maintain and keep in full force and effect professional liability insurance in the amount of FIVE HUNDRED THOUSAND AND NO/lOO DOLLARS ($500,000.00) during project. CITY OF CLERMONT, a municipal corporation STROLLO ARCHITECTS, INC. ByØ{~~ ?/~3/q)