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HomeMy WebLinkAboutOrdinance No. 03-1455 CITY OF THE COLONY, TEXAS ORDINANCE NO. ~-/~-~ AN ORDINANCE OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH ARCHITECTS PHELPS WOOD FOR DESIGN AND PREPARATION OF CONSTRUCTION DOCUMENTS FOR THE PARKS AND RECREATION/SENIOR CENTER, RENOVATION TO THE POLICE/COURTS BUILDING AND THE ARTS BUILDILNG; ATTACHING THE APPROVED FORM OF CONTRACT AS EXHIBIT "A"; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That the City Manager of the City of The Colony, Texas is hereby authorized to execute on behalf of the City a contract with Architects Phelps Wood for design and preparation of construction documents for the Parks & Recreation/Senior Center, renovation to the Police/Courts building and the Arts Building. The approved form of contract is attached hereto as Exhibit "A", and made a part hereof for such purposes. SECTION 2. This Ordinance shall take effect immediately from and after its passage bythe City Council of the City of The Colony, Texas. DULY PASSED AND APPROVED by the City Council of the City of The Colony, Texas this 5th day of May 2003. '~--~OVE~ ,~itll~e~hann~ ~ ATTEST: Patti A. Hicks, City Secretary APPROVED AS TO FORM: 1997 Edition - Electronic Format AlE Document B141 - 1997 Standard Form of Agreement Between Owner and Architect ith Standard Form o£Architect's Services This document has important legal consequences. Consultation with an TABLE OF AR TICLES attorney is encouraged with respect to its completion or modification. 1.1 INITIAL INFORMATION AUTHENTICATION OF TI-IS ELECTRONICALLY DRAFTED AlE DOCUMENT IVlAY BE NL4DE BY USING 1.2 RESPONSIBILITIES OF THE PARTIES mA DOCU~JENTD401. 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the Fourth (4th) day of March in the ),ear Two Thousand Three (2003) (In words, in&'cate day, month ~ year) BETWEEN the Architect's diem identified as the Owner:. (Name, addre~ and other informaU'on) City_ of The Colony The Colony. TX 75056 and the Architect: (Name, addlress and other infotmation) Archit~ts Phelos/VVood 8992 Taft Powell Road ~ Fdsco. TX 7503~i ~ For the following Project: (Include detMled description of. Project) To add a +/- 912 sauare foot office/restroom buildin_a, remodel +/1 520 sauam feet into new restrooms/Iocker moms. Also add a 3.825 square foot sally©orr to the Police m DeDartment as _Der attached ___n!a_ns. which were a_ooroved by The-Colony City_ Council on © 1997 AlE® Mamh 3. 2003. The budget aoomved for this scheme is $685.394.00. which includes AlE DOCUMENT B141 - 1997 Construction Costs. Professional F_~__, and Fumishin_os, STANDARD FORM AGREEMENT The American Institute of Architects The Owner and Architect agree as follows. 1735 New York Avenue N.W. Washinston, D.C. 20006-5292 ARTICLE 1.1 INITIAL INFORMATION © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, I~,G, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyriBhf laws of the United States and will subject the violator to leBal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyriBhf laws and will subject the violator fo leBal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license with©ut violation until the date of expiration as noted below, expiration as noted below. User Document: O213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 1 1.1. ! This Agreement is based on the following information and assumptions. (Note the &'stx~sition for the follovdng items by inserting the requested information or a statement such as "not apph'cable, " "unknown at drne of execution "or "to be detennined later by mutual agreement. ") This agreement is based on the plans approved by The Colony City_ Council. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Identify or describe, if appropriate, proposed use or goals.) As shown on attached plans. 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size, locaobn, d]'mensions, or other pertinent information, such as geotechm'cal reports about the site.) Existina City property at 5151 No. Colony Blvd.. The Colony. TX. rl~s document has importam legal ....... cor~equences. Consultation with an 1.].2.3 '['he Owner's Program is: attorney is encoura~ecl with respect to (Identify documentation or state the manner in nam'ch the program vdll be developed.) its com~etion or modification. AUTHENTICATION OF TI~S The Archite~t will meet with Owner to develop final scope of ~ervic~$ and establish a £LECrRON~C~ZLY DRAFTED AIA schedule to coordinate projects: DOCUMENT MAY BE MADE BY USING 1.1.2.4 The legal parameters are: /VA DOCUIt4ENT D401. (Identify pertinent legal information, includin~ if appropriate, land surveys and legal descriptions and restffctions of the site.) Owner to fumish Architect with site le~=al description, topo. and geotechnical report as requested by our structural engineer 1.1.2.5 The financial parameters are as follows. / .1 Amount of the Owner's overall budget for the Project, including the Architect's / compensation, is: $685.394.00 / .2 Amount of the Owner's budget for the Cost of the Work, excluding the / Architect's compensation, is: ~ 1.1.2.6 The time parameters are: (Identil~, if appropriate, milestone date~ durations or fast track scheduling.) To be determined in meeting with Owner. 1.1.2.7 The proposed procurement or delivez7 method for tee Project is: (Idenufy method such as competitive ~ negotiated contrac~ or construction manegemenL ) To be determined. 1.1.2.8 Other parameters are: (Identify s~al ch~stics or n~ o£ the ~t such as ~ en~nmen~ or Mstodc preservation 1 requirement.) 1.1.3 PROJECT TEAM 1.1.3.1 The Owner's Designated Representative is: ~'"'-'----~ ~"' (la'st name, adda~s and o~r information.) Ms. Para Nelson Director of Community Services © 19s~ - AIA DOCUMENT B14! - ]997 5151 No. Colony Blvd. SXANDARD FORM AGRE[M£NT The Colony. TX 75056 The American Institute of Architects 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who ate ]?3s New York Avenue N.W. required to review the Architect's submittals to the Owner are: Washington, D.C. 2~XX)6-5292 (la'~ nzrne, address ~,d od~r information.) TO be determined. © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, iww, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 2 1.1.3.3 The Owner's other consultants and contractors are: (la'st ~'sa'p~ne and, if known, identify them by name and ~ddress.) TO be determined. 1.1.3.4 The Architect's Designated Representative is: (List name, ~ddress and other information.) Architects Phel0shN00d 8992 Taft Powell Road Fdsco, TX 75035 1.1.3.5 Tlie consultants retained at the Architect's expense are: Structural En_aineer This document has important legal Civil EnQineer consequences. Consultation with an - attorney is encouraged with respect to ~ its completion or modification. Landsca_ee Architect AUrHENT~ArlON OF ELECTRONICALLY DRAFTED AJA DOCUMENT MAY BE MADE BY USING 1.1.4 Other important initial information is: AIA DOCUMENT D401. 1.1.5 When the services under this Agreement include contract administration services, the C;aneral Conditions of the Contract for Construction shall be the edition of AI^ Document A2ot current as of the date o£this Agreement, or as fullows: 1.1.6 '['he in£onnation contained in this Article l.! may be reasonably relied upon by' the Owner and Architect in determining the Architect's compensation. Both parties, however, recognize that such information may change and, in that event, the Owner and the Architect shall negotiate appropriate adiustments in scliedule, compensation and Change in Services in accordance with Paragraph l.~:~. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members or'the Project team. 1.2.2 OWNER 1.2.2.1 Llnless otherwise provided under this Agreement, the Owner shall provide ~uil information in a timely manner regarding requirements ['or and lhnitations on the Project. The Owner shall furnish to the Architect, within ]5 days alter receipt of a written request, infurmation necessary and relevant for the Architect to evaluate, give notice or' or en£orce lien ''"" 1.2.2.2 The Owner shall periodically update the budget for the Proiect, including that portion allocated for the Co~t of the Work. The Owner shall not significantly increase or decrease the overall budget, the poffion of the budget allocated for the Co~t of the Work, or contingencies included in the overall budget or a portion of the budget, without the agreement of the © 1~? Al^® Architect to a corresponding change in the Project scope and quality. AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT 1.2.2.3 The Owner's Designated Representative identified in Paragraph t.z.3 shall be authorized to act on the Owner's behaffwith respect to the Project. The Owzler or the Owzler's The American Institute of Architects Designated Representative shall render decisions in a timely manner pertaining to documents 17~5 New York Avenue N.W. submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential Washinston, D.C. 20006-5292 progress of the Architect's services. O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, I~,G, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to leBal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyright laws and will subjec~ the violator to legal prosecution. This document was electronically produced with permission of the ^IA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: O213 -3 b141.aia -- 4/25/2003. AIA License Number 1O01174, which expires on 4/14/2004. 3 1~2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph ~a.3 or authorize the Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project. 1.2.2.5 Unless otherwise provided in this Agreement, the Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. This document has important legal 1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes consequences. Consultation with en attorney is encourasecl w#h respect to aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in its completion or modification. the Architect's Instruments of Service. AUTHENTICATION OF Tl~5 £LECTRO~ICAIZ Y DPa~FTED AIA 1.2.3 ARCHITECT oocut~~r~Ye~svu~erus~ua 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's At,~OOCUt4EtiTD401. consultants shall be as enumerated in Article ~.4. 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of. the Architect's services which initially shall be consistent with the time periods established in Subparagraph ~a. z6 and which shall be adjusted, if necessary, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.3 The Architect's Design,ated Representative identified in Paragraph la.3 shall be authorized to act on the Architect s behalf with respect to the Project. 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by © 1957 Al^® governmental authorities having jurisdiction over the Project. AIA DOCUMENT 8141 - 1997 STANDARD FORM AGREEMENT 1.2.3.7 The Architect shall be entitled to rely on the accuracy and completeness of sen&es and information furnished by the Owner. The Architect shall provide prompt written notice to The American Institute of Architects the Owner ff the Architect becomes aware of any errors, omissions or inconsistencies in such 17:~5 New York Avenue N.W. services or information. Washington, D.C. 20006-5292 ARTICLE 1.3 TERMS AND CONDITIONS © 1917, 1926, 1948, 1951, 1953, 1958, lg61, 1~65, 1966, lg67, 1970, 1974, i~11, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0215 -5 b141.aia - 4125/2005. AIA License Number 1001174, which expires on 4/14/2004. 4 1.3.1 COST OF THE WORK 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner o£ all elements of the Proiect designed or specified by the Architect. 1.3.1.2 The Cost of the Work shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. This document has important legal 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the consequences. Consultation with an attorney is encouraged with respect to Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are its completion or modification. the responsibility of the Owner. AUTHENTICATION OF TI~5 ELECTROI~CALL Y DRAFTED AIA 1.3.2 INSTRUMENTS OF SERVICE DOCUMENT MAY BE MADE BY USING 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, AIADOCUMENTD401. prepared by the Architect and the Architect's consultants are Instruments of Sendce for use solely with respect to this Project. The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instmments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. 1.3.2.2 Upon execution of this Agl~ment, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligatiom, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclnsive licenses from the Architect's consultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged in default of this Agreement, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. 1.3.2.3 Except for the licenses granted in Subparagraph 1.:~2.2, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, ~ sublicense, pledge or otherwise transfer any license granted herein to another party without the ~ prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their -,,'.--.---~-,- execution of the Work by license granted in Subparagraph ~.3.~-.z Submission or distribution of ~ Instruments of Service to meet official regulatory requirements or for similar p~ in connection with the Project is not to be construed as publication in derogation of the reserved © 1997 AIA® rights of the Architect and the Architect's consultants. The Owner shah not use the Instruments AIA DOCUMENT B141 - 1997 of Service for future additions or alterations to this Project or for other projects, un]ess the STANDARD FORM AGREEMENT Owner obtains the prior written agreement of the Architect and the Architect's consultants. Any unauthorized use of the Instruments of Senrice shall be at the Owner's sole risk and The American Institute of Architects without liability to the Architect and the Architect's consultants. 1735 New York Avenue N.W. Washington, D.C. 20006-5292 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the 0 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, lg66, 1967, 1970, 1974, 1977, lg87, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopyJn8 violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 5 Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by circumstances beyond the Architect's control, or if the Architect's services are affected as described in Subparagraph 1.3.3.2. In the absence of mutual agreement in writing, the Architect shall notify the Owner prior to providing such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect, and the Architect shah have no obligation to provide those services. Except for a change due to the fault of the Architect, This document has important legal Change in Services of the Architect shah entitle the Architect to an adjustment in consequences. Consultation with an compensation pursuant to Paragraph 1.5.2, and to any Reimbursable Expenses described in attorney is encouraged with respect to Subparagraph 1.3.9.2 and Paragraph 1.5.5. its completion or modification. AUTI~NTICA TION OF ThfS ELECTRONICALLY DRAFTED AIA 1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the DOCUMENT MAY BE MADE BY USING Architect shah be entitled to an appropriate adjustment in the Architect's schedule and AIA DOCUMENT D401. compensation: .1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Sendce; .2 enactment or revision of codes, laws or regulations or official intezTretations which necessitate changes to previously prepared Instruments of Service; .3 decisions of the Owner not rendered in a timely manner, .4 significant change in the Project including, but not /Lmited to, s~.e, quality, complexity, the Owner's schedule or budget, or procurement method; .5 failure of performance on the part of the Owner or the Owner's consultants or contractors; .6 preparation for and attendance at a public heaz~lg, a dispute resolution proceeding or a legal proceeding except where the Pa'chit©ct is party thereto; .7 change in the information contained in Article 1.3.4 MEDIATION 1.3.4.1 /my cla~l, dispute or other matter in question arising out of or related to this Agreement shah be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration. 1.3.4.2 The Owner and Architect shah endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shah be in accordance with the Construction Industry Mediation Rules of the American .~.:_.-~ ~... Arbitration Association currently in effect. Request for mediation shah be filed in writing with the other party to this Agreement and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, © 1997 AIA® ~ed. iatio, n sha~,, proceefil., in adv_ance of arbitration or legal or equitable p,r,~, gs, which shah AIA DOCUMENT B141- 1997 oe stayea pending mediation for a period of 6© days from the date of filing, unless stayed for a STANDARD FORM AGREEMENT longer period by agreement of the parties or court order. The American Institute of Architects 1.3.4.3 The parties shah share the mediator's fee and any filing fees equally. The mediation 1735 New York Avenue N.W. shah be held in the place where the Project is located, unless another location is mutually Washington, D.C. 20006-5292 agreed upon. Agreements reached in mediation shah be enforceable as settlement agreements in any court having jurisdiction thereof. © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 6 1.3.5 ARBITRATION 1.3.5.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with Paragraph L3.4. 1.3.5.2 Claims, disputes and other matters in question between the parties that are not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. This document has important legal consequences. Consultation with an 1.3.5.3 A demand for arbitration shall be made within a reasonable time after the claim, attorney is encourased with respecl to dispute or other matter in question has arisen. In no event shall the demand for arbitration be its completion or modification. made after the date when insttufion of legal or equitable proceedings based on such claim, AUTHENTICATION OF TI-IS dispute or other matter in question would be barred by the applicable statute of limitations. ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING 1.3.5.4 No arbitration arising out of or relating to this Agreement shall include, by AIADOCUMENTD401. consolidation or joinder or in any other manner, an additional person or entity not a party to this Agreement, except by written consent containing a specific reference to this Agreement and 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 agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. 1.3.5.5 The award rendered by the arbitrator or arbitrators shah be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 1.3.6CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Paragraph L3.8. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unless otherwise provided in Paragraph x.4.2. ~ Agreement shall have the same meaning as those in the edition of AIA ~ 1.3.7.2 Terms this Document A2ol, General Conditions of the Contract for Construction, current as of the date of this Agreement. ~.~, a~la ~ r_.-_:-_~ ·, 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to © 1997 AIA® act shall be deemed to have accrued and the applicable statutes of limitations shall commence AIA DOCUMENT B141 - 1997 to run not later than either the date of Substantial Completion for acts or failures to act STANDARD FORM AGREEMENT occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall The American Institute of Architects such statutes of limitations commence to run any later than the date when the Architect's 1735 New York Avenue N.W. services are substantially completed. Washinston, D.C. 20006-5292 O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and wJll subject the violator to lesal prosecution. WARNING: Unlicensed photocopying violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aJa -- 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 7 1.3.1.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A2ox, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 1.3.1.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or This document has important lesal disposal of or exposure of persons to hazardous materials or toxic substances in any form at the consequences. Consultation with an Project site. attorney is encoorased with respect to its comple~ion or modification. 1.3.7.7 The Architect shall have the right to in,clude photographic or artistic representations of AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA the design of the Project among the Architect s promotional and professional materials. The DOCUMENT 8,[4Y BE MADE BY USING Architect shall be given reasonable access to the completed Project to make such AIADOCUMENTD40L representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least ~4 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignmenL 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be comidered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and © 1997 AIA© resumption of the Architect's services. The Architect's fees for the remaining services and the klk DOCUMENT B141 - 1997 time schedules shall be equitably adjusted. STANDARD FORM AGREEMENT The American Institute of Architects 1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the 1735 New York Avenue N.W. Architect shall be compensated for services performed prior to notice of such suspemion. Washington, D.C. 20006-5292 When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's sendces. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2OO4. 8 1.3.8.3 If the Proiect is suspended or the Architect's sezvices are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. 1.3.8.4 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. 1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. 1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be This document has important legal consequences. Consultation with an compensated for services performed prior to termination, together with Reimbursable Expenses attorney is encourased with respect to then due and all Termination Expenses as defined in Subparagraph 1.3.8.7. its completion or modificetJon. AUTHENTICATION OF TI~S 1.3.8.7 Termination Expenses are in addition to compensation for the services of the ELECTRONICALLY DRAFTEDAIA Agreement and include expenses directly attributable to termination for which the Architect is DOCUMENT IveY BE NIADE BY USING not otherwise compensated, plus an amount for the Architect's anticipated profit on the value ~/A OOCUMENT D401. of the services not performed by the Architect. 1.3.9PAYMENTS TO THE ARCHITECT 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner;, .5 renderings, models and mock-ups requested by the Owner;, .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Paragraph 1.5.5; .8 other similar direct Project-related expenditures. 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and © 1~7 AIA® of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense AIA DOCUMENT B141 - 19~7 shall be available to the Owner or the Owner's authorized representative at mutually convenient STANDARD FORM AGREEMENT The American Institute of Architects 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's.personnel 173s New York Avenue N.W. engaged on the Project and the portion of the cost of their mandatory and customary Washington, D.C. 20006-5292 contributions and benefits related thereto, such as employment taxes and other statutory O 1917, 1926, 1948, 1951, 1953, 1958, ~961, 1963, 1966, 1967, 1970, 1914, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or subsfaflfial quotation of ifs provisions without written permission of the AIA violates the copyriBhf laws of the United States and will subject the violator fo Ingal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator fo leBal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/292003. AIA License Number 1001174, which expires on 4/14/2OO4. 9 employee benefits, insurance, sick leave, hohdays, vacations, employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the emir© and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement Between Owner and Architect, AIA Document B~4~- ~997. This document has important legal consequences. Consultation with an 1.4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AIA attorney is encourased with respect t° Document B~4~499'/, or as follows: (],i~t ot~er docutaea~ i£a~),, de]/neatiqff AtcMtect '~ ~cope o£~ndces.) its completion or modification. AUTHENTICATION OF TI#5 ELECTRONICALLY DRAFTED/UA 1.4.1.3 Other documents as follows: DOCUMENT MAY BE MADE BY USING (].d~t otger documen~ if any, [ormi~ ~ oft/z© Agreement.) AIA DOCUMENT D401. 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: ARTICLE 1.5 COMPENSATION / 1.5.1 For the _Architect's services as described under Article ~.4, compensation shall be / computed as foUows: / Comoensation shall be a fixed fee of :~31.150.00. Should the sc©be of sen/iGe~ / increase by more than 10%. the fee will be negotiate(I. 1.5.2 If the services of the Architect are changed as described in Subparagraph ~.3-3-~, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below or, if no method of adjustment is indicated in this Paragraph 1.5.2, in an equitable manner. (Insert basis of comt~nsat/on, including rates and muJt~les of Ditecl Personnd F_a~en.~ for Prino'pals and employees, and identify Prin~ and da,~sify employee~ if requited Identify stx"dl~c se~rvices to wla'ch particular methods o£ compen~u'on appI~. ) 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of One and Two Te0tha ( ~.2 ) times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph ~-5.5 as Reimbursable Expenses, the compensation shall be computed as a 1 multiple of©ne and One Tenth ( 1,1 ) times the expenses incu~ed by the Architect, and the Architect's employees and consultants. © 1997 AIA® AIA DOCUMENT B141 - 1997 1.5.5 Other Reimbursable F_acpe~, ffany, ate as follows: STANDARD FORM AGREEMENT A construction time will be determined at b~din_a. Architect will bill houdy for all The American Institute of Architects Contract Administration time beyond that e~b!ished com.oleh_'on time. 1735 New York Avenue N.W. Washinston. D.C. 2(X306-5292 1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: O213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2OO4. 10 1.5.7 An initial payment of One Thousand Five Hundred Dollars ($1.500.00. and will be credited as $750.00 to each of the first two invoic:e.q ) shall be made upon execution of ..... ~ ~1.~11 I,... ~.l;a~J ~ ~k th~s Agreement and is the mLmmum payment under this Agreement. I .............. c ~c ~:.~cr'; a~c. ur.t ~t .g~-2 Fa)'mcnt. -Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to senrices performed on the basis set forth in this Agreement. 1.5.8 Payments are due and payable Fifteen ( 15 ) 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. (]nsert ~te of /J~terest ~g~et, d u~on.) This document has important lesal consequences. ¢onsdtation with an attorney is encourased with respect to (idsuo~ /a~,~ ~d requiJ~nents urJder the Feder~ Truth i~ Le~r~ Act, similar state ~d local consumer cred/t la~s its completion or modification. ~ other regulations at the Owner's ~d/url~'tect's prina'p~l pl~ces of business, the loc~tion of the Project ~I AUTt~NTICATION OF TFIS else~re may ~Tect the r~l~dity of dds provision. Speci~c legal ~dvice should be oix~ed ,dth respect to deletions or modil~'~tiong ~ ~o reg~g requirements sucl~ ~s ~tten disclosures or ~irers.) £LECTRONICAIL Y DRAFTED AIA ' DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 1.5.9 If the sez~dces covered by this Agreement have not been completed within Twenty- Four ( .,~ ) months of the date hereOf, through no fault of the/:~u'chitect, extens~io1~ o£ the OWN-ER (sig~at~re) - ~ (sig~at~) // ~r. Arthur V. Phell~ Mr. Dale Cheatham, Cit~ ~tanager Ar~hit~YdPartner (P~ted n~ ~ tide) (Pzinted n~a~e ~d tide) © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, i9//, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator fo lesal prosecution. WARNING: Unlicensed photocopyin~ violates U.S. copyright laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 11 1997 Edition - Electronic Format AIA Document B141 - 1997 Standard Form of Architect's Services: Design and Contract Administration This document has important legal TAB L E 0 F A R T I C L E S consequences, consultation with an attorney is encouraged with respect to its completion or modification. 2.1 PROJECT ADMINISTRATION SERVICES AUTHENTICATION OF TI-IS ELECTRONICALLY DRAFTED AIA 2.2 SUPPORTING SERVICES DOCUMENT MAY BE MADE BY USING A/A DOCUMENT/:)401. 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES 2.1.1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Ar.c, hitect shall coordinate the services provided by the Ar~,hitect and the Architect's comultants wath those services provided by the Owner and the Owner s consultants. 2.1.2 When Project requirements have been sufficiently identified, the Architect shall prepare, and periodically update, a Project schedule that shall identify milestone dates for decisions required of the Owner, design services furnished by the Architect, completion of documentation provided by the Architect, commencement of construction and Substantial Completion of the Work. © 1997 AIA® AIA DOCUMENT B141 - 1997 2.1.3 The Architect shall consider the value of alternative materials, building systems and STANDARD FORM AGREEMENT equipment, together with other considerations based on program, budget and aesthetics in developing the design for the Project. The American Institute of Architects 1735 New York Avenue N.W. 2.1.4 Upon request of the Owner, the Architect shall make a presentation to explain the Washington, D.C. 20006-5292 design of the Project to representatives of the Owner. © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, lCJ67, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced Jn accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: O213 -3 b141.aia-- 4/25/2003. AIA License Number 1001174, which expires on 4/14/2OO4. 12 2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for putToses of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. 2.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK 2.1.7.1 When the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the Work. This estimate may be based on current this document has important legal area, volume or similar conceptual estimating techniques. As the design process progresses cor~. ComuhatJon with an through the end of the preparation of the Construction Documents, the Architect shall update attorney/s encourased with respect to and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the its completion or modification. Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes AUT~NTICATION OF TI-IS in Project requirements or general market conditions. If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate DOCUI~NTMAY~MAD~BYU$1Na recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner A/A OOCUt~Nr D401. shall cooperate with the Architect in making such adjustments. 2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. 2.1.7.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. 2.1.7.4 If bidding or negotiation has not commenced within 9o days after the Architect submits the Construction Documents to the Owner, the budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the construction industry. 2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: 1 .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; © 1997 AIA® AIA DOCUMENT B141 - 1997 .3 terminate in accordance with Subparagraph ~.~8.5; or STANDARD FORM AGREEMENT .4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. The American Institute of Architects 1735 New York Avenue N.W. 2.1.7.6 If the Owner chooses to proceed under Clause 2.1.7.5A, the Architect, without washinston, D.C. 20006-5292 additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of the Wore The O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator fo lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrishf laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: O213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 13 modification of such documents shall be the limit of the Architect's responsibility under this Paragraph z~.7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES 2.2.1 Unless specifically designated in Paragraph 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. 2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, special equipment, systems and site requirements. 2.2.1.2 The Owner shall furnish surveys to describe physical characteristics, legal limitations rh/s document has impot?ant leg,a/ consequences. Consultation with an and utility locations for the site of the Project, and a written legal description of the site. The attorney is encouraged with respect to surveys and legal information shall include, as applicable, grades and lines of streets, alleys, its con~letionor modification. pavements and adjoining property and structures; adjacent drainage; rights-of-way,res ons, AUTHEIffICAIION Of easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; ELECTRONICALLYDRAFTEDAIA locations, dimensions and necessary data with respect to existing buildings, other DOCUMENT AMYBEMADEBYUSING improvements and trees; and information concerning available utility services and lines, both ~,n DOCUMENT D401. public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. 2.2.1.3 The Owner shall furnish services ofgeotechnical engineers which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES 2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement, including the Owner's program and schedule requirements and budget for the Cost of the Work, each in terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the Owner of any other information or consullant services that may be reasonably needed for the Project. 2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work. 2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall notify the Owner of anticipated impacts that such method may have on the Owner's program, financial and time requirements, and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES 2.4.1 The Architect's design services shall include normal structural, mechanical and electrical engineering services. © 1997 AIA® AIA DOCUMENT 8141 - 1997 2.4.2 SCHEMATIC DESIGN DOCUMENTS STANDARD FORM AGREEMENT 2.4.2.1 The Architect shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule, and budget for the Cost of the Work. The documents shall The American Institute of Architects establish the conceptual design of the Project illustrating the scale and relationship of the 1735 New York Avenue N.W. Project components. The Schematic Design Documents shall include a conceptual site plan, if Washington, D.C. 20006-5292 appropriate, and preliminary building plans, sections and elevatiom. At the Architect's option, the Schematic Design Documents may include stud)' models, perspective sketches, electronic 0 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1911, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 14 modeling or combinations of these media. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. 2.4.3 DESIGN DEVELOPMENT DOCUMENTS 2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Work. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality levels. 2.4.4 CONSTRUCTION DOCUMENTS rhisd°cumenthasimportantlesal 2.4.4.1 The Architect shall provide Construction Documents based on the approved Design consequences. Consultation with an attorney is encouraged with respect to Development Documents and updated budget for the Cost of the Work. The Construction il~ completion or modification. Documents shall set forth in detail the requirements for construction of the Project. The AUTHENTICATION OF THIS Construction Documents shall include Drawings and Specifications that establish in detail the EIZCI'RONICAILY DRAFTED PlA quality levels of materials and systems required for the Project. DOCUIVENT MAY BE MADE BY USING PlA DOCUMENT D401. 2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation oE (1) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement between the Owner and the Contractor, and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. 2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. 2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal results. 2.5.4 COMPETITIVE BIDDING 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for .~. r_--_~.-~ the cost of reproduction or shall reimburse the Architect for such expenses. 2.5.4.3 If requested by the Owner, the Architect shall distribute the Bidding Documents to © 1997 Al^® prospective bidders and request thek return upon completion of the bidding process. The AIA DOCUMENT B141- 1997 Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, STANDARD FORM AGREEMENT received from and returned to prospective bidders. The American Institute of Architects 1735 New York Avenue N.W. 2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Washinston, D.C. 20006-5292 Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. © 1917, 1926, 1948, 1951, 1953, 1958, 1961, lg63, lg66, 1967, 1970, 1974, 1977, 1987, © lgg7 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyir~ violates U.S. copyrJsht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can he reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia -- 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 1S 2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid conference for prospective bidders. 2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding results, as directed by the Owner. 2.5.5 NEGOTIATED PROPOSALS This document has Jmportant lesaI 2.5.5.1 Proposal Documents shall consist of proposal requirements, proposed contract forms, consequences. Consultation with an General Conditions and Supplementary Conditions, Specifications and Drawings. attorney is encourased with respect to its completion or modification. 2.5.5.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction AUTF~IfflCATION OF TI-IS of Proposal Documents for distribution to prospective contractors. The Owner shall pay ELECTRONICALLY directly for the cost of reproduction or shall reimburse the Architect for such expenses, ooc"o~t~t~r I~Y BE MADE BY USING A/A DOCUM~'NT D601. 2.5.5.3 If requested by the Owner, the Architect shall organize and participate in selection interviews with prospective contractors. 2.5.5.4 The Architect shall consider requests for substitutions, if permitted by the Proposal Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. 2.5.5.5 If requested by the Owner, the Architect shall assist the Owner during negotiations with prospective contractors. The Architect shall subsequently prepare a summary report of the negotiation results, as directed by the Owner. ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES 2.6.1 GENERAL ADMINISTRATION 2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the edition of AIA Document A2ol, General Conditions of the Contract for Construction, current as of the date of this Agreement. Modificatiom made to the General Conditions, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are comistent with this Agreement or approved in writing by the Architect. 2.6.1.2 The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall be entitled to a Change in Services in accordance with Paragraph 2.8.2 when Contract Administration Services extend 6o days after the date of Substantial Completion of ~-.-_.~_~-. the Work. 2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner © 1997 AIA® during the provision of the Contract Administration Services. The Architect shall have Al^ DOCUMENT B141-1997 authority to act on behalf of the Owner only to the extent provided in this Agreement unless STANDARD FORM AGREEMENT otherwise modified by written amendmem. The American Institute of Architects 1735 New York Avenue N.W. 2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article Washinstofl, D.C. 20006-5292 ~_6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent wi]] not be unreasonably withheld. 4:) 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 4:) 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyriBht laws of the United States and will subject the violator to leBal prosecution. WARNING: Unlicensed phofocopyin8 violates U.S. copyriBht laws and will subject the violator fo leBal prosecution. This document was electronically produced with permission of the ^IA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 16 2.6.1.5 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepaRxi or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. 2.6.].6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shah be This d°curnent has imp°rtant legal consequences. Consultation with an made in writing within any time limits agreed upon or otherwise with reasonable promptness, attorney is encoura8ed with respect to its completion or modification. 2.6. l.8 Interpretations and decisions of the Architect shah be consistent with the intent of Aur~~nc~no~ o~ r~s and reasonably inferable from the Contract Documents and shah be in writing or in the form of ELECTROIVICALLY DRAFTED,adA drawings. When making such interpretations and initial decisions, the Architect shah endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for the results of interpretations or decisions so rendered in good faith. 2.6.1.9 The Architect shah render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shah be final if consistent with the intent expressed in the Contract Documents. 2.6.2 EVALUATIONS OF THE WORK 2.6.2.1 The Architect, as a representative of the Owner, shah visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article ~.8, (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shah not be required to make exhaustive or continuous on-site impections to check the quality or quantity of the Work. The Architect shah neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. 2.6.2.2 The Architect shah report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shah not be respomible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shah be responsible for the Architect's negligent acts or omissions, but shah not have control over or charge of and shah not be respomible for acts or omL~sions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the © 1997 AIA® Work. AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT 2.6.2.3 The Architect shah at ah times have access to the Work wherever it is in preparation or The American Institute of Architects progress. 1735 New York Avenue N.W. Washington, D.C. 20006-5292 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shah endeavor to communicate with the Contractor O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 196~, 1967, 1970, 1974, I~//, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyriBht laws of the United States and will subject the violator fo Iqal prosecution. WARNING: Unlicensed photocopying violates U.S. copyriBhf laws and will subject the violator fo leBal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 17 through the Architect about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shah be through the Architect. 2.6.2.5 The Architect shah have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR rhis document has important legal 2.6.3.1 The Architect shah review and certify the amounts due the Contractor and shah issue corseq~, comultation with an attorney is encourased with respect to Certificates for Payment in such amounts. The Architect's certification for payment shah its corapletion or modification. constitute a representation to the Owner, based on the Architect's evaluation of the Work as AU~I~NTICATION OF TI~S provided in Paragraph z6.2 and on the data comprising the Contractor's Application for ELECTRONICAILYORAFTEDAIA Payment, that the Work has progressed to the point indicated and that, to the best of the DOCUlVI~NT MAY BE MADE BY USING Architect's knowledge, information and belief, the quality of the Work is in accordance with ArA OOCUfiq~/' D401. the Contract Documents. The foregoing representations are subject (t) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. /2.6.3.2 The issuance of a Certificate for Payment shah not be a representation that the Architect has 0) made exhaustive or continuous on-site inspections to check the quality or / /~ quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.3.3 The Architect shah maintain a record of the Contractor's Applications for Payment. 2.6.4 SUBMITTALS 2.6.4.1 The Architect.shah review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shah be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, l~ Contractor or separate contractors, while allowing sufficient time in the Architect's professional ~ judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for imtallation or performance of equipment or ~1~--.---~-~ systems, all of which remain the responsibility of the Contractor as required by the Contract 1 Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, © 1997 AIA® sequences or procedures. The Architect's approval of a specific item shah not indicate approval AIA DOCUMENT B141 - 1997 of an assembly of which the item is a component. STANDARD FORM AGREEMENT 2.6.4.2 The Architect shah maintain a record of' submittals and copies of submittals supplied The American Institute of Architects 1735 New York Avenue N.W. by the Contractor in accordance with the requirements o£the Contract Documents. Washington, D.C. 20006-5292 2.6.4.3 If professional design services or certifications by a design professional related to systems, materiaLs or equipment are specifically required of the Contractor by the Contract 0 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 18 Documents, the Architect shall specify appropriate performance and design criteria that such sendces must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. 2.6.5 CHANGES IN THE WORK 2.6.5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. The Architect may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and rh/s document has important legal Specifications to describe Work to be added, deleted or modified, as provided in Paragraph consequences. Consultation with an 2.8.2. attorney is encouraoaed with respect to its completion or modifiotion. AUTI-ENTICA TION OF TVIS 2.6.5.2 The Architect shall review properly prepared, timely requests by the Owner or ELECTRO~.ARYDRAFT£DAIA Contractor for changes in the Work, including adjustments to the Contract Sum or Contract DOCUI~ENr hqAY BE IVL4DE BY USING Time. A properly prepared request for a change in the Work shall be accompanied by sufficient AIA DOCUlVlENT D401. supporting data and information tO permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. 2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or' Contract Sum, the Architect shall make a recommendation to the Owner, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Architect. With the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. 2.6.5.4 The Architect shall maintain records relative to changes in the Work. 2.6.6 PROJECT COMPLETION 2.6.6.! The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shaft receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents ~ required by the Contract Documents and assembled by the Contractor, and shall issue a final ~ Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. 2.6.6.2 The Architect's inspection shall be conducted with the Owner's Designated ~ Representative to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor © 1997 AIA® of Work to be completed or corrected. AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT 2.6.6.3 WEen the Work is found to be substantially complete, the Architect shall inform the The American Institute of Architects Owner about the balance of the Contract Sum remaining to be paid the Contractor, including 1735 New York Avenue N.W. any amounts needed to pay for final completion or correction of the Work. Washington, D.C. 20006-5292 2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner. 0) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final ~ 1917, 1926, 1948, 1951, 1953, 1958, lg61, 1963, 1966, lg67, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2OO4. 19 payment and (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens. ARTICLE 2.7 FACILITY OPERATION SERVICES 2.7.1 The Architect shall meet with the Owner or the Owner's Designated Representative promptly after Substantial Completion to review the need for facility operation services. 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and performance and to make appropriate recommendations to the Owner. This document has important legal ARTICLE 2.8 SCHEDULE OF SERVICES consequences, consultation with an 2.8.1 Design and Contract Administration Services beyond the following limits shall be attorney is elicoufa~] M~ respect to provided by the Architect as a Change in Services in accordance with Paragraph z.3-3: its completion or modification. .1 up to two ( 2 ) reviews of each Shop Drawing, Product Data item, sample and Aurmnnc~no~ c~ fas similar submittal of the Contractor. ELECTROI~_AU.Y DRAFTED,edA .2 up to four per rnonth ( 4 Der rnonth ) visits to the site by the Architect over the DOCUt~Enrt~Y~EnttOEeYUS~~G duration of the Project during constmctidn. AIA DOCUfqENT D401. .3 up to two ( 2 ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. .4 up to two ( 2 ) inspections for any portion of the Work to determine final completion. 2.8.2 The following Design and Contract Administration Services shall be provided by the Architect as a Change in Services in accordance with Paragraph z.3.3: .1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor- prepared coordination drawings, or prior Project correspondence or documentation; .3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning replacement of Work resulting from fire or other cause during construction; .5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in connection with the Work; ~ Illlls ~--"-- .6 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner;, or 1 .8 Contract Administration Services provided 6o days after the date of Substantial Completion of the Work. © 1997 AIA~ AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1991, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Archifecls. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyriBhf laws of the United States and will subject the violator to leBal prosecution. WARNING: Unlicensed phefncopyir~ violates U.S. copyriBhf laws and will subject the violator fo legal prosecution. This clocumenf was electronically produced with permission of the AIA and can be reproduced in accordance with your license wifheut violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 2.8.3 The Architect shall furnish or provide the following services only if specifically designated: Services Responsibility Location of Service (Arclu'tect, Owner or Not Proffded) Description a Programming Architect/Owner .2 Land Survey Services Owner .3 Geotechnical Services Owner · 4 Space Schematics/Flow Diagrams Architect · 5 Existing Facilities Surveys Architect .6 Economic Feasibility Studies Owner Tl~s document has important lesal -7 Site Analysis and Selection Architect/Owner consequences, consultation with an .8 Environmental Studies and Owner attoraer is encourased with respect to Reports its completion or modification. · 9 Owner-Supplied Data Architect AUTI.~NTICATION OF TI-15 Coordination £1~CTRONICAIZ Y DRAFTED AIA .]o Schedule Development and Architect/Owner DOCU/V~Nr ~AY Monitoring AIA DOCUNE. Nr D401. .n Civil Design Architect/Owner · ]3 Interior Design Architect · ]4 Special Bidding or Negotiation Owner · ]5 Value Analysis Architect/Owner .]6 Dc'.~J1:~ Cost Estimating Architect .17 On-Site Project Representation Owner .]8 Construction Management Owner · ]9 Start-up Assistance Architect/Owner .2o Record Drawings Architect .zt Post-CoaL, aa Evaluation Architect/Owner .~. Tenant-Related Services Owner Description of Services. (I~sert demril~'oa~ o£ tAe services desi~ated.) ARTICLE 2.9 MODIFICATIONS m 2.9.1 Modificatiom to this Standard Form of Architect's Services: Design and Contract ~ Administration, ff any, are as follows: By its execution, this Standard Form of Architect'sServic,~s: Design and Contract mmmm Administration and modifications hereto are incorporated.j~tto the Standar)4 Form of Agreement Between the Owner and Architect, A/A D~,~z~~to © 1997 AIA® by the parties as of the date: AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT (~ ~ The American Institute of Architects 1735 New York Avenue N.W. OWNER ($i~atu~) ARCHITECT ($/~,~tum) Washington, D.C. 20006-5292 Mr. Arthur V. Phelpe Mr. Dale Cheatham, City Manager Architect/Partner O 1917, 1926, 1948, 1951, 19S3, 1958, 1961o 1963, 1966, 1967, 1970, 1974, 1977, 1967, 4:) 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation umil the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 21 (a~illte~ nmlle atlcl ~le) (Printed nanle a~ ~le) This document h~ important lesal consequences. Consultation with an attorney is encoura~ecl with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions with©ut written permission of the AIA violates the copyriBht laws of the Unifod Sfafas and will subject the violator fo leBal prosecution. WARNING: Unlicensed photocepyin8 violates U.S. copyriBht laws and will subject the violator to leBal prosecution. This clocumenf was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 -3 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 22 1997 Edition - Electronic Format AIA Document B141 - 1997 Standard Form of Agreement Between Owner and Architect with Standard Form o£Architect's Sern'ces This document has important legal consequences. Consultation with an TABLE OF ARTICLES attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF TA~S 1.1 INITIAL INFORMATION ELECTROMCALLYDRAFTEDAIA DOCUMENT MAY BE MADE BY USING 1.2 RESPONSIBILITIES OF THE PARTIES AIADOCUMENTD401. 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the Fourth (4th) day of March in the year Two Thousand Three (2003) (In wont. g indicate dap', month and year) BETWEEN the Architect's client identified as the Owner:. (Nam~ ~1~ and other City_ of The Colony 6800 Main Street The Colony. TX 75056 and the Architect: (Name, address and other information) Architects Phel0s/VVood 8~92 Taft Powell Road Frisco. TX 75035 .~. ~or the following P~okct: (Include detailed description o f Project) To desiun a 7.000 s~uare foot Arts Buildino located at 5151 No. Colony Blvd. in materials -J'~'~'- and methods to match existino buiktings, as _oresented to The Colony City_ Council on May 5. 2003. Budoet for Construction Cost and Professional Fees will be $655.000.00. This © 1997 AiA® COSt includes 43 new 0arkin9 spaces and fire lane to meet C~ codes. Alternate .oarkin9 A~A OOCUMEnT B141 - 1997 COsts (29 additional 0arkin_a s_oa~s) will be $23.930.00, STANDARD FORM AGREEMENT The Owner arid _ALrchltect ag_rea as follows. The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 20006-5292 ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the £oliowiag infon~ation and assumptions. O 1917, 1926, 1948, 19S1, 1953, 19.58, 1961, 1963, I966, 1967, 1970, 1974, 1977, 19117, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2OO4. 1 (Note the disposition for the fo#owing items by insetting the requested in/onnattbn or a statement such as "~ot applicable, ~ ~unl~own at time o£execution ~or ~to be detegndned I~ter ly mutual agreement ") This agreement is based on the .Dian a00roved by The Colony City_ Council. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The obiective or use is: (Identify or describe, i£appropriate, proposed use or goals.) As shown on attached _Diana. 1.1,2.2 The physical parameters are: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechtdcal reports about the site.) Existing City_ om.oert¥ at 5151 No. Colony Blvd,, The Colony, TX. rhisdocurnenthasimportantlegat consequences. Consultation with an 1.1.2.3 The Owner's Program is: attorney is encouraged witfi respect to (Identify documentation or state the manner in which the program wiE be developed.) its completion or modification. The Architect will meet with Owner to develoo final scooe of services and establish a AUTI-ENTICATION OF THIS schedule to coordinate oro_iects. ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MA~ BY USING 1.1.2.4 The legal parameters are: AIA DOCUMENTD401. (Idenu~ pertinent legM information, including, if appmpriate, land surreys and legM descriptions and restrictions of the site.) Owner to fumish Architect with site legal dosedorion, tooo. and geotechnical reoort as reduested by our structural engineer. 1.1.2.5 The financial parameters are as follows. · 1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: $655.000,00 .2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is: $600.709.00 1.1.2.6 The time parameters are: (Identify, if appropriate, milestone dateg durations or l~st track scheduling.) To be determined in meeting with Owner. 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method such as competitive bid, nagotiated contrac6 or construction management ) To be determined. ].1.2.8 Other parameters are: (ldenti~ s~d ch~stica or n~ of the ~t s~ as ~ en~nmen~ or Mstoric p~tion ~ents.) 1 1.1.3 PROJECT TEAM ~ 1.1.3.1 The Owner's Designated Representative is: (List name, address and other inFormation.) Director of Community_ Services o ]~7 A~A® 5151 No. Colony BIvd, AIA OOCUMEnT al41 - ~SS? - The Colony. TX 75056 STAaOARO FORM AaR£EMmT 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who areThe American Institute of Architects required to review the Architect's submittals to the Owner are: 1735 New York Avenue N.W. (L/et name, addre~ and otherin~rmattbn.) Washinston, D.C. 20006-5292 To be determined. 1.1.3.3 The Owner's other consultants and contractors are: O 1917, 1926, 1948, lgS1, 1953, 1958, lg61, 1963, 1g~6, 1967, 1970, 1974, 19//, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 .1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 2 1.1.3.4 The ~c~t~'s D~ignat~ Repr~ntative ~: (~t ~e, ~ ~d o~ ~fo~oa.) A~ur V. Ph~l~s ~~ PhelD~ 8992 Taft Powell R~d FHa. TX 75035 1. ].3.5 The consul~ r~ at ~e ~chitect's e~ ~e: (~t &~e ~ if~o~, id~o~ ~ ~ n~e ~d ~.) S~uml Enoin~r r~ ~t ~ im~z~ le~ Civil Engin~r c~~. c~gt~n with an MEP Engin~r a,~mg is ~ra~ ~ r~ to Lend~ Ar~it~ i~ c~¢i~ ~ ~ifi~n. ]. ].4 ~er ~t ~fi~ ~fo~afion ~: ~u~r ~ ~ ~ BY u~ ~A ~U~Rr ~I. ].].5 ~en ~e ~c~ under ~ ~ment hclude contm~ adm~tmtion ~c~, ~e Gene~ Conditions of ~e Con~ for Cons~ion sh~ ~ ~e ~tion of ~ D~ument ~o] cu~ent ~ of the date of~ ~ement, or ~ foHo~: 1.1.6 The information contained in this Article L~ may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. Both parties, however, recognize that such information may change and, in that event, the Owner and the Architect shall negotiate appropriate adiustments in schedule, compensation and Change in Services in accordance with Paragraph ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 The Owner and the Architect sba]] cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team. 1.2.2 OWNER 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within ]5 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien 1.2.2.2 The Owner shall periodically update the budget for the Project, including that portion allocated for the Cost of the Work. The Owner shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost of the Work, or contingencies 1 included in the overall budget or a portion of the budget, without the agreement of the Architect to a corresponding change in the Project scope and quality. © 1997 AIA® AIA DOCUMENT B141 - 1997 1.2.2.3 The Owner's Designated Representative identified in Paragraph 1.].3 shall be STANDARD FORM AGREEMENT authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents The American Institute of Architects submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential 1735 New York Avenue N.W. progress of the Architect's services. Washinston, D.C. 2(XX:~5292 0 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 19T/, 1987, ~ 1997 by The American Institute of Architects. Reproducfien of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecufien. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213.1 b141 - 4/24/2003. AIA License Number 10Ol174, which expires on 4/14/2(X)4. 3 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph ~.~.3 or authorize the Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project. 1.2.2.5 1.1nless otherwise provided in this Agreement, the Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. This document ha~ important legal consequences. Consultation with an 1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes attorney is encouraged with respect to aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in its completion or modificetion. the Architect's Instruments of Service. AUTI~NTICATION OF Tt~$ ELECTRONICALLY Dtbed:TED AIA 1.2.3 ARCHITECT DOCUnfENTt4AYBEnfADEBYUStNa 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's AIADOCUMEIVTD401. consultants shall be as enumerated in Article 1.4. 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Subparagraph 1a.2.6 and which shall be / adjusted, if necessary, as the Project proceeds. This schedule shall include allowances for / periods of time required for the Owner's review, for the performance of the Owner's /// consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 1.2.3.4 The Architect shall maintain the confidentiality ofinf0rmation specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's comultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's 1 services. The Architect shall respond in the design of the Project to requirements imposed by © 1~? ^1^® governmental authorities having jurisdiction over the Project. AIA DOCUMENT B141 - 1997 STANDARD FORM AGRI:I:MI:NT i.2.3.7 The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner. The Architect shall provide prompt written notice to The American Institute of Architects the Owner ff the Architect becomes aware of any errors, omissiom or inconsistencies in such 1735 New York Avenue N.W. services or information. Washington, D.C. 20006-5292 ARTICLE 1.3 ?ERM5 AND CONDITIONS © 1917, 1926, 1948, 1951, 1951, 1958, 19~I, 1963, 1966, 19~7, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quefation of ifs provisions without written permission of the Al^ violates the copyright laws of the United States and will subject the violator fo leBal prosecution. WARNING: Unlicensed photocopyin~ violates U.S. copyright laws and will subject the violator fo legal prosecution. This document was electronically produced with permission of fbe AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4 1.3.1 COST OF THE WORK 1.3.1.1 The Cost of the Work shall be the total cost or, to the extem the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 1.3.1.2 The Cost of the Work shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or .s .pecially provided for by the Architect, including the costs of management or superws~on of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. This document has important lesal consequences. Consuhetion with an 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the attorneyis encourased with respect to Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are its completion or modification. the responsibility of the Owner. AUTHE~m~ATa~ OF ELECTROt41CALL Y DRAFTED AIA 1.3.2 INSTRUMENTS OF SERVICE fX~.UmEteTt~t~Y~Et, SADE BY UStnG 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, A/A DOCU~E~ D401. prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. 1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses fi'om the Architect's consultants consistent with this Agreement. Any termination of this ^_greemem prior to completion of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductiom in the Owner's possession or control. If and upon the date the Architect is adjudged in default of this Ag~ement, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, correctiom or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. 1.3.2.3 Except for the licenses granted in Subparagraph L3-2.2, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by license granted in Subparagraph ~.$~.z Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved© 1997 AIA© rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments AIA DOCUMENT 8141 - 1~97 of Service for future additions or alterations to this Project or for other projects, unless the STANDARD FORM AGREEMENT Owner obtains the prior written agreement of the Architect and the Architect's consultants. The American Institute of Architects Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and 1735 New York Avenue N.W. without liability to the Architect and the Architect's consultants. Washington, D.C. 2OOO6-5292 1.3.2.4 Prior to the Architect providing to the Owner any Imtmments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1986, 1967, 1970, 1974, 1977, 1987, ~ 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 .1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 5 Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by circumstances beyond the Architect's control, or if the Architect's services are affected as described in Subparagraph 1.3.3.2. In the absence of mutual agreement in writing, the Architect shall notify the Owner prior to providing such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect, and the Architect shall have no obligation to provide those services. Except for a change due to the fault of the Architect, Ibis document has important legal Change in Services of the Architect shall entitle the Architect to an adjustment in consequences. Comuhation with an compensation pursuant to Paragraph L5.2, and to any Reimbursable Expenses described in attorney is encouraged withrespect to its completion or modification. Subparagraph ]&9.2 and Paragraph t.5.5. AEtrix. amc_AnON o~ r~$ ELECTRONICALLY DRAFTED AIA 1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the DOCUMENT MAY BE MADE BY USING Architect shall be entitled to an appropriate adjustment in the Architect's schedule and AIADOCUMENT D401. compensation: .1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service; .2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously prepared Instnnnents of Service; .3 decisions of the Owner not rendered in a timely manner;, .4 significant change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget, or procurement method; .5 failure of performance on the part of the Owner or the Owner's consultants or contractors; .6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto; .7 change in the information contained in Article LL 1.3.4 MEDIATION 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration, l~ 1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters ~ in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with 1 the other party to this Agreement and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, © 1997 AIA© mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall AIA DOCUMENT B141 - 1997 be stayed pending mediation for a period of 6o days l~om the date of filing, unless stayed for a STANDARD FORM AGREEMENT longer period by agreement of the parties or court order. The American Institute of Architects 1735 New York Avenue N.W. 1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation Washinston, D.C. 20006-5292 shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. © 1917, 1926, 1948, 1951, 1953, 19.58, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: O213 .1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 6 1.3.5 ARBITRATION 1.3.5.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with Paragraph ~.3-4. 1.3.5.2 Claims, disputes and other matters in question between the parties that are not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. This document has important le8al consequences. Consultation with an 1.3.5.3 A demand for arbitration shall be made within a reasonable time after the claim, attorneyis encourag~l with respect to dispute or other matter in question has arisen. In no event shall the demand for arbitration be its completion or modification. made after the date when institution of legal or equitable proceedings based on such claim, ALffI~t~I1CANO~ OF TFI5 dispute or other matter in question would be barred by the applicable statute of limitations. EIZCTRONICAU. Y DRAFTED AIA DOCUMENT MAY BE MAD~ BY USING 1.3.5.4 No arbitration arising out of or relating to this Agreement shall include, by AIADOCUMENTD601. consolidation or joinder or in any other manner, an additional person or entity not a party to this Agreement, except by written consent containing a specific reference to this Agreement and 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 agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. 1.3.5.5 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. 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Paragraph 1.3.8. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the law of the principal place of business of the / Architect, unless otherwise provided in Paragraph ~.4~- ~ 1.3.?.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A2m, General Conditions of the Contract for Construction, current as of the date of this Agreement. ~'~ ~11~'" r_.~-~. 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to © 1997 AIA® act shall be deemed to have accrued and the applicable statutes of limitations shall commence AIA DOCUMENT B141 - 1997 to run not later than either the date of Substantial Completion for acts or failures to act STANDARD FORM AGREEMENT occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall The American Institute of Architects such statutes of limitations commence to run any later than the date when the Architect's 1735 New York Avenue N.W. services are substantially completed. Washin8ton, D.C. 20006-5292 0 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.5. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 7 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the comractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A~ol, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's rhis docurnent has important legal consultants shall have no responsibility for the discovery, presence, handling, removal or comequences. Consultation with an disposal of or exposure of persons to hazardous materials or toxic substances in any form at the attorney is encouraged with respect to Project site. its completion or modification. AUTHENTICATION OF T~S 1.3.7.7 The Architect shall have the right to include photographic or artistic representations ok' ELECTRONICALLY DRAFTED AIA the design of the Project among the Architect's promotional and professional materials. The DOCUI~.NT MAY lift IViADf. BY USING Architect shall be given reasonable access to the completed Project to make such AIADOCUMENTD401. representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least ~4 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the l Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and 0 1997 resumption of the Architect's services. The Architect's fees for the remaining services and the AlP, DOCUMENT B141 - ]997 time schedules shall be equitably adjusted. STANDARD FORM A6REEMEm The American Institute of Architects 1.3.8.2 If the Project is suspended by the Owner for more than 3o consecutive days, the 1755 New York Avenue N.W. Architect shall be compensated for services performed prior to notice of such suspension. Washinston, D.C. 20006-5292 When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 0 ]917, ]926, ]948, 1951, 1953, ]958, ]96], ]965, 1966, 1967, ]970, ]974, ]977, 1987, ~) 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photucopyin8 violates U.S. copyright laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: O215 .] b141 - 4/24/2005. AIA License Number 1001174, which expires on 4/14/2004. 8 1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 9o consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. 1.3.8.4 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. 1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. This document has important legal 1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be consequences. Consultation with an compensated for services performed prior to termination, tOgether with Reimbursable Expenses attorney is encouraged with respect to then due and all Termination Expenses as defined in Subparagraph ].3.8.7. its completion or modification. AUTHENTICATION OF I'~S 1.3.8.7 Termination Expenses are in addition to compensation for the sen&es of the ELECrRO~ARYDRAFr~DAIA Agreement and include expenses directly attributable to termination for which the Architect is DOCU~Nr hillY B~ ~ BY USINa not otherwise compensated, plus an amount for the Architect's anticipated profit on the value MA OOCU~ENT 0407. of the services not performed by the Architect. 1.3.9 PAYMENTS TO THE ARCHITECT 1.3.9.1 Pa~nents on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communication~ .2 fees paid for securing approval of authorities having jurisdiction over the Proiect; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner;, .5 renderings, models and mock-ups requested by the Owner;, .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Paragraph ].5.5; .8 other similar direct Project-related expenditures. 1.3.9.3 Records of Reimbursable Expenses, of expenses perlaining to a Change in Services, and © 1997 AIA® of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense AIA DOCUMENT 8141 - 1997 shall be a~ilable to the Owner or the Owner's authorized representative at mutually convenient STANDARD FORM AGREEMENT times. The American Institute of Architects 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel 1755 New York Avenue N.W. engaged on the Prokct and the portion of the cost of their mandatory and customary Washington, D.C. 20006-5292 contributions and benefits related thereto, such as employment taxes and other statutory ~) 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator fo leBal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. cepyriBht laws and will subject the violator fo leBal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 .1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 9 employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement. This Agreemem represents the entire and integrated agreemem between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement Between Owner and Architect, AIA Document B~41- ~ 997. This document has important legal consequences. Consultation with an 1.4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AIA attorney is encourased with respect to Document B~1~-1997, or as follows: its comp/m/on or modification. (List other documents, if aa~, delineating Arcln'tect's scope o£se~4ce~ ) AUTHENTICATION OF TFIS ELECTRONICALLY DRAFTED AIA DOCUI~ENI' I~,~A Y BE NIADE BY USING 1.4.1.3 Other documents as follows: AIA DOCUMENT i)401. (ldst other documents,/faa),, [otmin$ part of the Agreement.) 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: ARTICLE 1.5 COMPENSATION 1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as foUows: Gomoensation shall be a fixed fee of $54.291.00. Should the sco_oe of services increase by more than 10%. the fee will be ne0otiated. 1.5.2 If the services of the Architect are changed as described in Subparagraph ~.3.3-~, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below or, if no method of adjustment is indicated in this Paragraph 2.5.2, in an equitable manner. (Insert lnm's o£compensation, including rates ~d multip~ o£Dire~ Persoand F~pense For Ptinat'pab and employes, ~d identit~ Prin~ ~xt dasai~/ employees, if recluired.. Identi[7 speei~c ser~ces to watch particular methods of compensation ~pp3/. ) 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be ~ computed as a multiple of One and Two Tenths ( 1.2 ) times the amounts billed to the ~ Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items ~,~ ~1~-,' r-'--'--~ included in Paragraph ~.5-5 as Reimbursable Expenses, the compensation shall be computed as a 1 multiple of One and One Tenth ( 1,1 ) times the expenses incurred by the Architect, and the Architect's employees and consultants. © 1997 AIA® AIA DOCUMENT B141 - 1997 1.5.5 Other Reimbursable Expenses, if any, are as follows: STANDARD FORM AGREEMENT A construction time will be determined at biddin_a. Architect will bill hourly_ for all Tho American Institute of Architects GoIltract Administration time be_vond the esteblishecl completion time, 173s New York Avenue N.W. Washington, D.C. 20006-5292 1.5.6 The rates and multiples for services of the Architect and the Architect's comultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. © 1917, 1926, lg48, lgS1, 1953, 1gs8, 1961, lg63, lg66, lg67, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material horein or substantial quotation of its provisions without written permission of the AIA violates tho copyrisht laws of the United States and will subject tho violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of tho AIA and can be reproduced in accordance with your license without violation until tho date of expiration as noted below, expiration as noted below. User Document: O213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 10 1.5.7 An initial paymem of Nine Thousand Five Hundred Dollars ($ 9.500.00. and will be credited as $4.750.00 to each of the first two invoices ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. R ~al!-be- c~di'.~ 40 ~e O'::::cr': acccu~ ~ ~aI Fa)~..zn'.. -Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. 1.5.8 Payments are due and payable Fifteen ( 15 ) 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. This document has important tesal (Insert rate o£i~terest agreed upon.) consequences. Consultation with an attorney is encouraged with respect to (l, lsur~ laws and requirements uader the Federal Truth i~ Le~dirg Act, similar state ami local consumer crech't laws its completion or modification. and other regulatioas at the Owner's and Architect's ptiz~'t~l places o£ busi~ess, the locatioa o£ the Project and AUTHENTICATION Of TI-IS e~sewhere may a~Tect the wh.dit~v ~this pr~vis~n. $peci§c ~ega~ advice sh~u~d be ~b~ai~d with respect t~ ddeti~ns ~r £LECrRONICALL Y DRAFT£D AIA mothT~atio~s, ataJ also regarding ~ntuirements such as writte~ disclosures or waivers.) DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. Architect s services beyond that time shall be compensated as prg~ided in Paragraph ~.2.] OV,/NFR (signature) ^RCHIII:CI (Sir.~ature) I~r. Arthur lt. Phel~ I~r. D~l~ Gh~ath~m~ ~it~ Ilanafl~r Amh~artn~r (Printed name and title) (P~inted name and I © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 10006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, lg61, 1963, lg66, lg67, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 .1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 11 1997 Edition - Electronic Format AIA Document 8141 - 1997 Standard Form of Architect's Services: Design and Contract Administration This document has important legal consequences. Consultation with an TABLE OF ARTICLES attorney is encouraged with respect to its completion or modification. 2.1 PROJECT ADMINISTRATION SERVICES AUTHENT~.AnONOF rh~s ELECTRONICALLY DRAFTED AIA 2.2 SUPPORTING SERVICES DOCUMENT MAY BE MADE BY USING AJA DOCUMENT D4OI. 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES / 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES 2.1.1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. ~ 2.1.2 When Project requirements have been sufficiently identified, the Architect shall ~ prepare, and periodically update, a Project schedule that shall identify milestone dates for decisiom required of the Owner, design services furnished by the Architect, completion of documentation provided by the Architect, commencement of construction and Substantial 1 Completion of the Work. © 1997 AIA® AIA DOCUMENT 8141 - 1997 2.1.3 The Architect shall consider the value of alternative materials, building systems and STANDARD FORM AGREEMENT equipment, together with other considerations based on program, budget and aesthetics in developing the design for the Project. The American Institute of Architects 1735 New York Avenue N.W. 2.1.4 Upon request of the Owner, the Architect shall make a presentation to explain the Washington, D.C. 20006-5292 design of the Project to representatives of the Owner. 0 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without wriflen permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed phofocop¥in8 violates U.S. copyright laws and will subject the violator to leBal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 12 2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. 2.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK 2.1.7.1 When the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the Work. This estimate may be based on current This doc©merit has important legal area, volume or similar conceptual estimating techniques. As the design process progresses consequences. Consultation with an through the end of the preparation of the Comtmction Documents, the Architect shall update attorney is encol#'a~ed It~th respect to and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the its comple~ion or modification. Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes AUTI-~blTICATIOf¢ OF TFIS in Project requirements or general market conditions. If at any time the Architect's estimate of ELECTROIelCALLY DRAFTED AIA the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate DOCO~gr MAY BE MADE BY US/NG recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner A/A DOCU/V/ENT D401. shall cooperate with the Architect in making such adjustments. 2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditiom. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. 2.1.7.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Wore If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. 2.1.7.4 If bidding or negotiation has not commenced within 9o days after the Architect ~ submits the Construction Documents to the Owner, the budget for the Cost of the Work shall ~ be adjusted to reflect changes in the general level of prices in the construction industry. 2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: 1 .1 ~e ~tten approval of an increase in the budget for the C~ of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; © 1997 AIA® AIA DOCUMENT B141 - 1997 .3 terminate in accolxJaltce with Subparagraph 1.58.5; or STANDARD FORM AGREEMENT .4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. The American Institute of Architects 1735 New York Avenue N.W. 2.1.7.6 If the Owner chooses to proceed under Clause 2.1.7.5.4, the Architect, without Washington, D.C. 20006-5292 additional compensation, shall modify the documents for which the Architect is respomible under this Agreement as necessary to comply with the budget for the Cost of the Wore The © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: O213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 13 modification of such documents shah be the limit of the Architect's responsibility under this Paragraph 2a.7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES 2.2.1 Unless specifically designated in Paragraph 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. 2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, special equipment, systems and site requirements. This document has important legal 2.2.1.2 The Owner shall furnish surveys to describe physical characteristics, legal limitations conseqoences, comoltation with an and utility locations for the site of the Project, and a written legal description of the site. The attorneyis encourased with respect to surveys and legal information shall include, as applicable, grades and lines of streets, alleys, jtscomptetionormoclification. pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, AUrttEt/t~r/ON O~ easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; Et~crec~c~tvO~rEO~UA locations, dimensions and necessary data with respect to existing buildings, other DOCUMENT fVlAYBEIVlADEBYU$II~ improvements and trees; and information concerning available utility services and lines, both AIA DO~U~fENT D401. public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Proiect benchmark. 2.2.1.3 The Owner shall furnish services of geotechnical engineers which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES 2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement, including the Owner's program and schedule requirements and budget for the Cost o£the Work, each in terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements o£ the Project and shall notify the Owner of any other information or consullant services that may be reasonably needed for the Proiect. 2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Proiect based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work. 2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall notify the Owner of anticipated impacts that such method may ~.~ have on the Owner's program, financial and time requirements, and the scope of the Proiect. ARTICLE 2.4 DESIGN SERVICES 2.4.1 The Architect's design services shall include normal structural, mechanical and elec~'i~al engineering services. © 1~7 AIA® AIA DOCUMENT B141 - 1~7 2.4.2 SCHEMATIC DESIGN DOCUMENTS STANDARD FORM AGREEMENT 2.4.2.1 The Architect shall provide Schematic Design Documents based on the mutually agl~-~d-upon p~, schedule, and budget ~'or the Cost of the Work. The documents sh~ll The American Institute of Architects establish the conceptual design of the Proiect illustrating the scale and relationship of the ~73s New York Avenue Pro~2t components. The ,~w. hcm~ti¢ Design DocRments shall include a conceptual site plan, if Washington, D.C. 20006-5292 appropriate, and preliminary building plans, sections and elevations. At the Architect's option, the Schematic Design Documents may include study models, perspective sketches, electronic ~ 1917, 1926, 1948, 1951, 1953, 1958, 1~61, 1~63, 1966, 1~67, 197o, 1974, 1977, 1~7, ~ 1~7 by Th~ American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted helow. ~xpiration as noted below. User Document: 0213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. modeling or combinations of these media~ Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. · 2.4.3 DESIGN DEVELOPMENT DOCUMENTS 2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Work. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality levels. 2.4.4 CONSTRUCTION DOCUMENTS This d°cument has imp°rtant legal consequences. Consdtation with an 2.4.4.1 The Architect shall provide Construction Documents based on the approved Design attomeyisencourasedwithrespectto Development Documents and updated budget for the Cost of the Work. The Construction its completion or modification. Documents shall set forth in detail the requirements for construction of the Project. The AUTFENTICATIONOF THIS Construction Documents shall include Drawings and Specifications that establish in detail the ELECTRONICALLY DRAFTED AIA quality levels of materials and systems required for the Project. DOCUtVlENT AMY BE MADE BY USING AIA DOCUMENT D401. 2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation off (1) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement between the Owner and the Contractor, and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect also seal] compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and ma)' include bidding requirements and sample forms. ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. 2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. 2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal results. 2.5.4 COMPETITIVE BIDDING 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, ~ General Conditions and Supplementary Conditions, Specifications and Drawings. .~. 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. 1 2.5.4.3 If requested by the Owner, the Architect shall distribute the Bidding Documents to © 1997 AIA® prospective bidders and request their return upon completion of the bidding process. The AIA DOCUMENT B141 - 1997 Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, STANDARD FORM AGREEMENT received from and returned to prospective bidders. The American Institute of Architects 1735 New York Avenue N.W. 2.5.4.4 The Architect shah consider requests for substitutions, if permitted by the Bidding Washington, D.C. 20006-5292 Documents, and shall prepare and distribute addenda identifying approved substitutions to al] prospective bidders. 4:) 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 4:) 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 15 2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid conference for prospective bidders. 2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding results, as directed by the Owner. 2.5.5 NEGOTIATED PROPOSALS Thisdocumentl~simportentle8el 2.5.5.1 Proposal Documents shall consist of proposal requirements, proposed contract forms, consequences. Consultation with an General Conditions and Supplementary Conditions, Specifications and Drawings. anorne¥ is encouraged with respect to its completion or modification. 2.5.5.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction AUTHENTICATIOI9 OF TI~S of Proposal Documents for distribution to prospective contractors. The Owner shall pay ELECTROIVICALLYDRAFTEDAIA DOCUNIERT MAY BE MADE BY USING directly for the cost of reproduction or shall reimburse the Architect for such expenses. A/A DOCUMENT D~01. 2.5.5.3 Il' requested by the Owner, the Architect shale organize and participate in selection interviews with prospective contractors. 2.5.S.4 The Architect shall consider requests for substitutions, if permitted by the Proposal Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. 2.5.5.5 If requested by the Owner, the Architect shall assist the Owner during negotiations with prospective contractors. The Architect shall subsequently prepare a summary report of the negotiation results, as directed by the Owner. ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES 2.6.1 GENERAL ADMINISTRATION 2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the edition of AIA Document A~oa, General Conditions of the Contract for Construction, current as of the date of this Agreement. Modifications made to the General Conditions, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. 2.6.1.2 The Architect's responsibility to provide the Contract Administration Services under ~ this Agreement commences with the award of the initial Contract for Construction and ~ terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall be entitled to a Change in Services in accordance with Paragraph 2.8.2 when Contract Administration Services extend 6o days after the date of Substantial Completion of the Work. 1 2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner © 1997 AIA® during the provision of the Contract Administration Services. The Architect shall have AIA DOCUMENT B141- 1997 authority to act on behalf of the Owner only to the extent provided in this Agreement unless STANDARD FORM AGREEMENT otherwise modified by written amendment. The American Institute of Architects 1735 New York Avenue N.W. 2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article Washington, D.C. 20006-5292 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, lg66, lg67, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 .! b141 - 4/24/2003. AIA License Number 1001174, which expires on 411412004. 16 2.6.].5 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. 2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents On written rh/sdocument hasimportantlesal request of either the Owner or Contractor. The Architect's response to such requests shall be consequences. Consultation with an made in writing within any time limits agreed upon or otheneise with reasonable promptness, attorney is encoura8ed with respect to its completion or modification. 2.6.1.8 Interpretations and decisions of the Architect shall be consistent with the intent of AUTI~NTICATIO~I OF Th~S and reasonably inferable fi'om the Contract Documents and shall be in writing or in the form of ELECTI~ONIC,~¥ DRAFTED ~IA drawings. When making such interpretations and initial decisions, the Architect shall endeavorDOCUn/ENT WY ~E ~ BY USI~C; to secure faithful performance by both Owner and Contractor, shall not show partiality to A/A DOCUt~ENT D401. either, and shall not be liable for the results of interpretations or decisions so rendered in good faith. 2.6.1.9 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.2 EVALUATIONS OF THE WORK 2.6.2.1 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operatiom, or as othens'ise agreed by the Owner and the Architect in Article zS, (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect shall neither have control over or charge of, nor be responsible for, the comtruction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's fights and respomibilities under the Contract Documents. 2.6.2.2 The Architect shall report to the Owner known deviations bom the Contract Documents and bom the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over orl charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other Persons or entities Performing portions of the © 1997 AIA® Work. AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT 2.6.2.5 The Architect shall at all times have access to the Work wherever it is in preparation or The American Institute of Architects progress. 1755 New York Avenue N.W. Washington, D.C. 20O06-5292 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions with©ut written permission of the AIA vi©lares the copyright laws of the United States and will subject the violator to leBal prosecution. WARNING: Unlicensed photocopyin8 vi©lares U.S. copyright laws and will subject the violator to leBal prosecution. This clocumenf was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213 .1 b141 - 4/24/200:~. AIA License Number 10O1174, which expires on 4/14/2004. 17 through the Architect about matters arising out of or relating to the Contract Documents. Commum'cations by and with the Architect's consultants shall be through the Architect. 2.6.2.5 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR This document has important legal consequences. Consultation with an 2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue attorney is encourased with respect to Certificates for Payment in such amounts. The Architect's certification for payment shall its comfletion or modification. constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Paragraph 2.6.2 and on the data comprising the Contractor's Application for EI. ECTRONICARYDRAFTEDAIA Payment, that the Work has progressed to the point indicated and that, to the best of the DOCUI~NT'MAY Bf. MADE BY USIN~ Architect's knowledge, information and belief, the quality of the Work is in accordance with ,alA DOCUI~ENT D40L the Contract Documents. The foregoing representations are subject (0 to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. 2.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (t) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Gontractor has used money previously paid on account of the Contract Sum. 2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for. Payment. 2.6.4 SUBMITTALS 2.6.4.1 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, © 1997 AIA® sequences or procedures. The Architect's approval of a specific item shall not in&cate approval AIA DOCUMENT B141 - 1997 of an assembly of which the item is a component. STANDARD FORM AGREEMENT The American Institute of Architects 2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied 1735 New York Avenue N.W. by the Contractor in accordance with the requirements of the Contract Documents. Washin8ton, D.C. 20006-5292 2.6.4.3 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract © 1917, 1926, 1948, 19s1, 19s3, 1958, lg61, lg63, 1966, 1967, 1970, 19740 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without wriuen permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: O213 .1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 18 Documents, the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. 2.6.5 CHANGES IN THE WORK 2.6.5.1 The Architect shall prepare Change Orders and Constzuction Change Dkectives for the Owner's approval and execution in accordance with the Contract Documents. The Architect may authorize minor changes in the Work not involving an adiustment in Contract Sum or an extension of the Contract Time which are comistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Th/s document has important legal Specifications to describe Work to be added, deleted or modified, as provided in Paragraph consequences. Consultation with an attorney is encoura~d with respect to 2.8.2. its completion or modification. AUTHENTICATION OF 2.6.5.2 The Architect shall review properly prepared, timely requests by the Owner or ELECTRONiCALLy DRAFTEDAiA Contractor for changes in the Work, including adjustments to the Contract Sum or Contract DOCUMENT MAY BE MADE BY USING Time. A properly prepared request for a change in the Work shall be accompanied by suEficJent AIA DOCUMENT D401. suppozting data and information to permit the Azchitect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the A~chitect determines that requested changes in the Work are not materially different from the requkements of the Contract Documents, the _~rchitect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. 2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Azchitect shall make a recommendation to the Owner, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Architect. With the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. 2.6.5.4 The Architect shall maintain records relative to changes in the Wore 2.6.6 PROJECT COMPLETION 2.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of ['mai completion, shall receive from the Contractor and £onvard to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. 2.6.6.2 The Architect's inspection shall be conducted with the Owner's Designated Representative to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor © 1997 AIA® of Work to be completed or corrected. AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT 2.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the The American Institute of Architects Owner about the balance of the Contract Sum remaining to be paid the Contractor, including 1735 New York Avenue N.W. any amounts needed to pay for final completion or correction of the Wore Washinston, D.C. 20006-5292 2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner. (l) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final O 1917. 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: O213 .1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 19 payment and (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens. ARTICLE 2.7 FACILITY OPERATION SERVICES 2.7.1 The Architect shall meet with the Owner or the Owner's Designated Representative promptly after Substantial Completion to review the need for facility operation services. 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date o£ Substantial Completion, the Architect shall conduct a meeting w~th the Owner and the Owner Designated Representative to review the facility operations and performance and to make appropriate recommendations to the Owner. Th/s document has important le8al ARTICLE 2.8 SCHEDULE OF SERVICES consequences. Comultation with an 2.8.1 Design and Contract Administration Services beyond the following limits shall be anornerbs encouraged with respect to provided by the Architect as a Change in Services in accordance with Paragraph L3.~ its completion or modification. .1 up to tWO ( 2 ) reviews of each Shop Drawing, Product Data item, sample and AUr~iVrlCArlo~ OF similar submittal of the Contractor. £tfCTRO~TAR¥ .2 up to four oer month ( 4 oer month ) visits to the site by the Architect over the DOCUIVlENT AMY ~. MADE BY USIAIG . . AIA DOCUMENT 1:)401. duration of the Project during construction. .3 up to ~W0 ( 2 ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. .4 up to two ( 2 ) inspections for any portion of the Work to determine final completion. 2.8.2 The following Design and Contract Administration Services shall be provided by the // Architect as a Change in Services in accordance with Paragraph L3.3: / .1 review of a Contractor's submittal out of sequence from the submittal schedule // agreed to by the Architect; .2 responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor- prepared coordination drawings, or prior Project correspondence or documentation; .3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning replacement of Work resulting from fire or other cause during construction; .5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in connection with the Work; .6 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner;, or 1 .8 Contract Administration Services provided 6o days after the date of Substantial Completion of the Work. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 20006-5292 2.8.3 The Architect shall furnish or provide the following services only if specifically designated: o 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 197o, 1974, 1977, 1987, o 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 2O Services Responsibility Location of Service (Awldtect, Owner or Not Pmvided) Description .] Programming Architect/Owner .~ Land Survey Services Owner -3 Geotechnical Services Owner · 4 Space Schematics/Flow Diagrams Architect · 5 Existing Facilities Surveys Architect .6 Economic Feasibility Studies Owner · 7 Site Analysis and Selection Architect/Owner .8 Environmental Studies and Owner rhis document has important le8el Reports conseqoences. Consultation with an -9 Owner-Supplied Data Architect attorney is encouraged with res[x-ct to Coordination its completion or modification. ao Schedule Development and Architect/Owner Aur~NTIC~nC~ o~ ELECTRONICALLY DRAFTED ,edA Monitoring ~Ut~ENT ~4A¥ B~ ~ BY USING .a Civil Design Architect/Owner ] ~_.~ ..... r~;~ ,adA DOCUMENT D401. · 13 Interior Design ArGhitect .x4 Special Bidding or Negotiation Owner a5 Value Analysis Architect/Owner a6 Dc'.~!cd Cost Estimating Architect · ~7 On-Site Project Representation Owner .~8 Construction Management Owner a9 Start-up Assistance Architect/Owner · 20 Record Drawings Architect .z~ Post-Contract Evaluation Architect/Owner .z~ Tenant-Related Services Owner .23 .24 .25 Description of Services. (In,crt descriptions o£ t~e services designated.) ARTICLE 2.9 MODIFICATIONS 2.9.1 Modifications to this Standard Form of Architect's Services: Design and Contract Administration, if any, are as follows: By its execution, this Standard Form of Architect's Services: Design and Contract Administration and modifications hereto are Form of ~...._.-~.~ mcorporategl/into the Standgzfl Agreement Between the Owner and Architect, AIA~997,~into 1 by the patties as of the date: © 1997 AIA~ STANDARD FORM AGREEMENT OWNER (si~ature) ARCHITECT ($i~aat~e) The American Institute of Architects Mr. Arthur V. Pbelpe 1735 New York Avenue N.W. Mr. Dale Cbeatham, Cit~ Manager Amhiteet/Partner Washington, D.C. 20006-5292 (h-~t~ame ~d t~e) (Pr~ted~me a~d tide) O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 4:) 1997 by The American Institute of Architects. Reproduction of tho material herein or substantial quotation of its provisions without written permission of tho AIA violates tho copyright laws of the United States and will subject tho violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of tho AIA and can be reproduced in accordance with your license without violation until tho date of expiration as noted below, expiration as noted below. User Document: 0213 .1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 21 This docume~ has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT HAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 20006-5292 O 1917, 1926, 1948, 1951, 1953, 1958, lg61, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 4) 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lei]al prosecution. This document was electronically produced with permission of the AIA and can be reproduced Jn accordance with your license without violation until the date of expiration as noted below, expiration as noted below. User Document: 0213.1 b141 - 4/24/2003. AIA License Number 1001174, which expires on 4/14/2004. 22 1997 Edition - Electronic Format AIA Document B141 - 1997 Standard Form of Agreement Between Owner and Architect 4th Standard Form o£Architect's Services This document has important legal consequences. Consdtation with an TABLE OF ARTICLES attorney is encnuraged with respect to its completion or rnodificefion. 1.1 INITIAL INFORMATION AUTHENTICATION OF Th~S ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING 1.2 RESPONSIBILITIES OF THE PARTIES A~A DOCUMENTD401. 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the Fourth (4th) cl~y of Mamh in the year Two Thou~nd Thre~ (2003) (In words, indicate dap', month and BETWEEN the Architect's client identified as the Owner: (Nm'ne, address and other informaubn ) City. of The C.,olony 6800 Main Street The Colony. TX 75056 and the Architect: (Name, ~ m'M other inFormation) Architects Phelos/Wood 8992 Taft Powell Road Fdsco. TX 75035 For the following Project: (Include detailed description o£_Ptoject) To remodel and convert aoproximate _ly 6.940 square feet of the old City_ Library_ into the 1 new Senior Center..Der the attached 01an 0resented to The Colony City. Council on March 3. 2003. The budget a_oomved for this scheme was $486.239.00. which includes © 1997 Construction Costs. Professional Fees and Fumishings AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT To convert and remodel a00roximate .ly 2.032 sa_uam feet of the old City_ Libraw into the The American Institute of Architects new Parks and Recreation Administration Office. as _Der ~tmc_.hed Dian 0m=.ented to The 1735 New York Avenue N.W. Colony City_ Council on March 3. 2003. The budget a00roved for this scheme was Washington, D.C. 20006-5292 $168.654.00. which includes Construction Costs. Professional Fees. and Furnishings The Owner and Architect agree as follows. O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA vi©lares the copyright laws of the United States and will subject the violator fo leBal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyril~f laws and will subject the violator fo legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license with©ut violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia -- 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 1 ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on file following information and assumptions. (Note the ~b'sposition for the following items b? inse~ing the requested informaffon or a statement such as ~not apph'cable, " "unknown at time of execution "or "to be deterrained later by mutuM ~,~ement. 9 This agreement is based on the plan approved by The Colony City_ Council. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (IdenE[y or describe, if appropriate, proposed use or goals.) As shown on attached plans Th/s document has important legal 1.1.2.2 The physical Parameters are: cor~,eque~es. Consultation with an (ldemti~ or describe, if appropriate, sige, location, diraensio~, or otber pe~fnent information, such as geotecluffcM attort~y is ~ncoura~ed with respect to reports M~out the site.) its completion or modification. Existing City_ oroperty at 5151 No. Colony Blvd., The Colony. TX. AUTI-ENTIC. ATIONOF r~s 1.1.2.3 The Owner's Program is: ELECTRONICALLY DRAFTED AIA DOCUlVlENT MAY BE IVlADE BY USING (ldentil~ docuraemtation or state the maturer in ~l~'ch the pt~grm~ ~ be develot~d.) AIA DOCUI~NT D401. The Architect will meet with Owner to develop final ~_oe of services and establish a schedule to coordinate pro_iecl~. 1.1.2.4 The legal parameters are: (Idemti~ t~rti~ent legsl in[orraau'on, ir~uding, if aPtwoptiate, l~d sutve~ ~d legM dewMpu'ons srM restn'ctions of thesite.) Owner to fumish Architect with site le~_al description, tO_DO, and _eeotechnical report as reauested by our structural engineer. 1.1.2.5 The financial parameters are as follows. .1 Amount of file Owner's overall budget for the Project, including file Architect's compensation, is: $654.893.00 .2 Amount of file Owner's budget for file Cost of file Work, excluding file Architect's compensation, is: $605.893.00 1.1.2.6 The time parameters are: (Ideati~, i£~ppmptiate, milestone date~ dumtioas or ~ Zrack ~L~dtding.) To be determined in meetinq w~h Owner. 1.1.2.7 The proposed procurement or deliveff method for file Project is: (Idemti~ method suc~ as competitive bid, negotiated coattact, or constmctiot~ man~gemenL ) To be determine~. ~ 1.1.2.8 Other parameters are: ~ (ldeaU~ speciM characteristics or needs o£ zbe Pro/act such as emery, enviroamentai or ldstotic p~ation 1.1.3 PROJECT TEAM 1.1.3.1 The Owner's Designated Representative is: © 1997 AIR® (ldstaem~ addnss sadothe~in/btramtbn.) AIA DOCUMENT B!41 - 1997 ~ STANDARD FORM AGREEMENT Director of Community_ 8ervice-~ The American Institute of Architects 5151 No. Colony BIv~l, 1735 New York Avenue N.W. The ~lony. TX 7505~ Washinston, D.C. 20006-5292 1.1.3.2 The persons or entities, in addition to file Owner's Designated Representative, who are required to review file Architect's submittals to file Owner are: © 1917, 1926, ;9"-,~~, 1951, 1953, 1958, 1961, 1963, ~0 1967, 1970, 1~7'4, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can he reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia - 4/2512003. AIA License Number 1001174, which expires on 4/14/2004. 2 (List name, address and other informa~on.) To be determin~l. 1.1.3.3 The Owner's other consultants and contractors are: (List &'~pIine and, if known, identify ~em by name and address.) To be determined. 1.1.3.4 The Architect's Desi§nated Representative is: (List name, address and other information.) Architects Phel0s/W00d 8992 Taft Pow©Il Road Frisco. TX 75035 This document has important legal 1.1.3.5 The consultants retained at the Architect's expense are: consequences. Consultation with an (List vb'scipline and, if lmowa, identify them by name and addta~. ) attorney is encouraged with respect to Structural Engineer its completion or mo~fieation. ~ AUTI~NTICAIION OF TFI5 MEP En§ineer £ffC~YOg~FrEOmA oocutaenr nt~Y ~e taaoe aY UStNO Landscape Archite~t ~,~ DOCUnfenT DSm. 1.1.4 Other important initial information is: 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AIA Document A~m current as of the date of this Agreement, or as follows: 1.1.6 The information contained in this Article ~.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. Both parties, however, recogniTe that such information ma)' change, and, in that event, the Owner and the Architect shall negotiate appropriate adjustments in schedule, compensation and Change in Services in accordance with Paragraph t.3-:~ ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 The Owner and the Architect shall cooperate with one another to fulfil[ their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team. 1.2.2 OWNER 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien fights. 1.2.2.2 The Owner shall periodically update the budget for the Project, including that portion allocated for the Cmt of the Work. The Owner shall not significantly increase or decrease the © 1997 AIA® overall budget, the portion of the budget allocated for the Cost of the Work, or contingencies AIA DOCUMENT BI41 - 1997 included in the overall budget or a portion of the budget, without the agreement of the STANDARD FORM AGREEMENT Architect to a corresponding change in the Project scope and quality. The American Institute of Architects 1735 New York Avenue N.W. 1.2.2.3 The Owner's Designated Representative identified in Paragraph m.5 shall be Washington, D.C. 20006-5292 authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents © 19]7, 1926, 1948, 195I, 1953, 1958, 196l, 1963, 1966, 1967, 1970, 1974, 19/7, 1987, O 1991 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. ?his document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 bl4Laia - 4/25/2(X)3. AIA License Number 1001174, which expires on 4/14/2004. submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph ~.~.3 or authorize the Architect to furnish them asa Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project. 1.2.2.5 Unless otherwise provided in this Agreement, the Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including This documenthasimportantlegal auditing services, that may be reasonably necessary at any time for the Project to meet the consequences. Consultation with an Owner's needs and interests, attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF TM5 1.2.2.7 The Owner shalJ provide prompt written notice to the Architect if the Owner becomes ELECTRONICALLY DRAFTED AIA awa~ of any fault or defect in the Project, including any eft'ors, om]~iolts or incollsistencies in DOCUMENT MAY BE MADE BY USING the Architect's Instruments of Service. A/A L)OCUMENT D401. 1.2.3 ARCHITECT 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article z.4. 1.2.3.2 The Architect's ser¥ices shall be performed as expeditiously as is consistent with professional sld]l and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's sendces which h~ti;l~ shall be consistent with the time periods established in Suhpara§raph ~.~.2.6 and which shall be adjusted, d necessar7, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having iurisd]ction over the Project. T~ne Hmits estahlLshed by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.3 The Architect's Designated Representative identified in Para~-aph ~.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the O~ner, unless witl~holdir~ such information would violate the law, create the ~k of sigr~ficant harm to the public or prevent the Architect from establishing a ~ claim or defense in an adjudicator~ proceed~g. The Architect shall ~luLre of the Architect's consultants sin~lar a~reements to mainta~ the confidentiality of information specifica]]¥ / designated as confidential b~ the Owner. 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any ~""-'--~-~"~ activity, or accept any employment, interest or contribution that would reasonably appear to ~ compromise the Architect's professional judgmem with respect to this Project. © 1997 AIA® AIA DOCUMENT 8141 - 1997 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's STANDARD FORM AGREEMENT services. The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. The American Institute of Architects 1735 New York Avenue N.W. 1.2.3.7 The Architect shall be entitled to rely on the accuracy and completeness of services Washington, D.C. 20006-5292 and information furnished by the Owner. The Architect shall provide prompt written notice to O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, I~, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator fo legal prosecution. WARNING: Unlicensed photocop¥in8 violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accprdance with your liceqse without violation until the date of expiration as noted below, expiration as noted below, expiration as not'ed below. User Document: 0213-2 b141.aia -- 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 4 the Owner if the Architect becomes aware of any errors, omissions or inconsistencies in such services or information. ARTICLE 1.3 TERMS AND CONDITIONS 1.3.1 COST OF THE WORK 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 1.3.1.2 The Cost of the Work shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supendsion of rhis documenthasimportantlegaI construction or installation provided by a separate construction manager or contractor, plus a comeqvences. Consultation with an reasonable allowance for their overhead and profit. In addition, a reasonable allowance for attorney is encouraged with respect to contingencies shall be included for market conditions at the time of bidding and for changes in its completion or modification. the Work. A~I'HENI1CADON OF TAgS ELECTRONICALLY DRAFTED AIA 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the DOCUMENT MAY BE MADE BY USING Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are mA OOCUMENT D4Ot. the responsibility of the Owner. 1.3.2 INSTRUMENTS OF SERVICE 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. 1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control If and upon the date the Architect is adjudged in default of this Agreement, the foregoing license shall be deemed terminated and replaced by a second, nonexdusive license permitting the Owner to authorize other similarly credenfialed design professionals to reproduce and, where permitted by law, to make changes, cor~ctions or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. 1.3.2.3 Except for the licenses granted in Subparagraph ].3.2.2, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to © 1997 AIA® reproduce applicable portions of the Instruments of Senrice appropriate to and for use in their AIA DOCUMENT B141 - 1997 execution of the Work by license granted in Subparagraph 1.$2.z Submission or distribution of STANDARD FORM AGREEMENT Instruments of Service to meet official regulatory requirements or for similar purposes in The American Institute of Architects connection with the Project is not to be construed as publication in derogation of the reserved 1735 New York Avenue N.W. rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments Washington, D.C. 20006-5292 of Service for future additions or alterations to this Project or for other projects, unless the Owner obtains the prior written agreement of the Architect and the Architect's consultant~ © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, ~) 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141,aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 5 Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by circumstances beyond the Architect's This document has important legal control, or if the Architect's services are affected as described in Subparagraph 1.3.3.2. In the consequences. Consultation with an attorney is encourased with respect to absence of mutual agreement in writing, the Architect shall notify the Owner prior to providing its completion or modification. such services. If the Owner deems that all or a part of such Change in Services is not required, AUTHENTICATION OF THIS the Owner shall give prompt written notice to the Architect, and the Architect shall have no ELECTRONICALLY DRAFTED AIA obligation to provide those services. Except for a change due to the fault of the Architect, oocut~arr AMY ~ a4at~ t~¥ USING Change in Services of the Architect shall entitle the Architect to an adinstment in ~ADOCUt~NTO401. compensation pursuant to Paragraph ].5.2, and to any Reimbursable Expenses described in Subparagraph L3.9.2 and Paragraph ].5.5. 1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the Architect shall be entitled to an appropriate adjustment in the Architect's schedule and compensation: .1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service; .2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously prepared Instruments of Sendce; .3 decisions of the Owner not rendered in a timely manner;, .4 significant change in the Proiect including, but not limited to, size, quality, complexity, the Owner's schedule or budget, or procurement method; .5 failure of performance on the part of the Owner or the Owner's consultants or contractors; .6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto; .7 change in the information contained in Article LL 1.3.4 MEDIATION 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration. 1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters © 1997 AIA® in question between them by mediation which, unless the parties mutually agree otherwise, AIA DOCUMENT B141 - 1997 shall be in accordance with the Construction Industry Mediation Rules of the American STANDARD FORM AGREEMENT ~A~Oe itr?fion Associa.ti.on currently in effect. Request for mediation shall be filed in writin~ with omer party to this Agreement and with the American Arbitration Association. The request The American Institute of Architects 1735 New York Avenue N.W. may be made concurrently with the filing of a demand for arbitration but, in such event, Washinston, D.C. 20006-5292 mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 6o days from the date of filing, unless stayed for a longer period by agreement of the parties or court Order. O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator fo legal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyriBht laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 6 1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 1.3.5 ARBITRATION 1.3.5.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to arbitration. Prior to arbitration, the parties shall en~leavor to resolve disputes by mediation in accordance with Paragraph ~.3.4~ 1.3.5.2 Claims, disputes and other matters in question between the parties that are not This document has important legal resolved by mediation shall be decided by arbitration which, unless the parties mutually agree comeqoemes. Consohation with an otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the attorney is encoorasodw#h respect to American Arbitration Association currently in effect. The demand for arbitration shall be filed its completion or modification. in writing with the other party to this Agreement and with the American Arbitration AOTttfNrICArtONOf Association. ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING 1.3.5.3 A demand for arbitration shall be made within a reasonable time after the claim, AIADOCUMENTD40L 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 statute of limitations. 1.3.5.4 No arbitration arising out of or relating to this Agreement shall include, by consolidation or joinder or in any other manner, an additional person or entity not a party to / this Agreement, except by written consent containing a specific reference to this Agreement and 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 agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. 1.3.5.5 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. 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Paragraph ~.3-8. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unless otherwise provided in Paragraph z.4.2. © 1997 AIA® 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA AIA DOCUMENT B141 - 1997 Document A~m, General Conditions of the Contract for Construction, current as of the date of STANDARD FORM AGREEMENT this Agreement. The American Institute of Architects 1.3.7.3 Causes of action between the pazties to this Agreement pertaining to acts or failures to 1735 New York Avenue N.W. act shall be deemed to have accrued and the applicable statutes of limitations shall commence Washington, D.C. 20006-5292 to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for ~ 1917, 1926, 1948, lg51, lg53, 1958, 1961, lg63, 1966, lg67, 1970, lg74, 1977, 1987, g) 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: O213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 7 Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A~ol, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consuhants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.1.5 Nothing contained in this Agreement shall create a contractual relationship with or a this document has important legal cause of action in favor of a third party against either the Owner or Architect. consequences. Consultation with an attorney is encourased with respect to 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's itscomptetionormooVficetion. AUTI~NTICA TION OF TVIS consultants shall have no responsibility for the discovery, presence, handling, removal or ELECTRONICALLY DRAFTEDAtA disposal of or exposure of persons to hazardous materials or toxic substances in any form at the DOCUMEtVT MAY ~ MADE BY USING Project site. A/A DOCUMEtcr D4OI. 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least ~4 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this AgreemenL The Architect shall execute all l~ consents reasonably required to facilitate such assignment. .~[][~ 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this -~1~-'.---~-~.~ Agreement, such failure shall be considered substantial nonperformance and cause for 1 termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the © 1997 AIA® Architect shall give seven days' written notice to the Owner. In the event of a suspension of AIA DOCUMENT B141 - 1997 services, the Architect shall have no liability to the Owner for delay or damage caused the STANDARD FORM AGREEMENT Owner because of such suspension of services. Before resuming services, the Architect shall be The American Institute of Architects paid all sums due prior to suspension and any expenses incurred in the interruption and 1735 New York Avenue N.W. resumption of the Architect's senrices. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. Washington, D.C. 20006-5292 O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permis~sion of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can he reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: O213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 8 1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shah be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. 1.3.8.4 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. This document has important legal consequences. Consultation with an attorney is encouraged with respee to 1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' its completion or rnodification. written notice to the Architect for the Owner's convenience and without cause. AUTFENTICATION OF Tl~$ ELECTRONICALLY DRAFTED AIA 1.3.8.6 In the event of termination not the fault of the Architect, the Architect shah be DOCUIVENT MAYBE MADE BY USING compensated for services performed prior to termination, together with Reimbursable Expenses AIA DOCUMENT D401. then due and all Termination Expenses as defined in Subparagraph ].3.8.7. 1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. 1.3.9PAYMENTS TO THE ARCHITECT 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses inCUlTed by the Architect and Architect's employees and consultants directly related to the Project, as identified in the foil©wing Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work i~luiring higher than regular rates if authorized in advance by the Owner, .5 renderings, models and mock-ups requested by the Owner; .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consuhants; © 1997 AIA~ AIA DOCUMENT B141 - 1997 .7 reimbursable expenses as designated in Paragraph ].5.5; STANDARD FORM AGREEMENT .8 other similar direct Project-related expenditures. The American Institute of Architects 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and 1735 New York Avenue N.W. of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense Washington, D.C. 20006-5292 shall be available to the Owner or the Owner's authorized representative at mutually convenient © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator fo legal prosecution. WARNING: Unlicensed photocopying vi©lares U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia - 4/2512003. AIA License Number 1001174, which expires on 4/14/2004. 9 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. This document has important legal comequences. Consdtation with an attorney is encouraged with respect to 1.4.1.1 Standard Form of Agreement Between Owner and Architect, AIA Document B14~- its completion or modification. 1~7. AUTHENTICATION OF T~S ELECTRONICALLY DRAFTED AIA ].4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AIA DOCUMENT MAY BE MADE BY USING Document B~4~-1997, or as follows: ArA DOCUMENT D401. (List other documents, if a~y, deli~eaEng Architect's scope of services.) 1.4.1.3 Other documents as follows: (List other document~ if any, forming tnart of the AgreemenL ) 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: ARTICLE 1.5 COMPENSATION 1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows: ComDensation shall be a fixed fee of $49.000.00. Should the sco_oe of services increase by more than 10%. the fee will be negotiate¢ 1.5.2 If the services of the Architect are changed as described in Subparagraph ~.~.3a, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below or, if no method of adjustment is indicated in this Paragraph 1.5.2, in an equitable manner. (Insert basis of compensation, including rates and multiples of Direa Persormd Expense for Prirm'pMs and employees,~ and idenEfy Prim~ arm classify employee~ i£required. Identify specific services to which particular methods o£ ~ compensation appl~. ) 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of One and Two Tenth,n ( 1,2 ) times the amounts billed to the ~ll Architect for such services. © 1997 AIA® mcmaea m ~'az~:~apn 1.5.5 as KennDUrSable r~cpenses, the compensation shall be computed as a STANDARD FORM AGREEMENT multiple of One and One Tenth ( 1,1 ) times the expen~ incun~cl by the Architect, and the The American Institute of ArchiteCts Architect's employees and consultants. ~ 1735 New York Avenue N.W. 1.5.5 Other Reimbursable F, xpe~, if any, ~ as follows: Washinston, D.C. 20006-5292 . A oonstmction time will be rJe~rmined at bidding. Architect will bill hourly_ for Etll 0 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: O213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 10 1.5.6 · The ~t~ ~d muMples for ~c~ ~e ~c~t~t ~d ~e Mchitect's consuh~B ~t fo~ M ~h Ag~mem sh~ ~ adjusted M accord~ce ~th the~ no~al ~l~ ~fiew practices. 1.5.7 ~ ~ti~ pa~ent of Five Thou~nd DoUa~ ($ 5.000.00. and will ~ cr~ited as $2.500.00 to each of ~e flint ~o invoi~s ) ~ment and is ~e ~um pa~ent under ~b A~r~ment. I~ :~ ~~~ ~e- ~:.~er':~~ ~ pa)=enL-Su~uent pa~en~ for ~c~ sh~ ~ m~e mon~, ~d where appficable, shah ~ M pro~ion to ~ces ~rfo~ on the b~ ~t fo~ M t~ Ag~ment. ].5.8 Pa~en~ ~ due and payable FiRth ( Mvoice. ~ounB ~p~d Thi~ ( 30 ) da~ after ~e Mvoke date shall i~ ~et~n ~ ~ification. ente~ ~low, or ~ ~e a~nce ~e~f at ~e l~ ~te p~vailing ~om t~e to t~e at ~e A~NTI~TI~ ~ T~S p~cip~ p~ce of bus~ of~e ~hite~. E~CT~Y ~ED (~ mte oF~t~ ~ u~n.) ~U~ ~Y ~ ~ BY ~1~ ~A ~U~ENT ~1. (~ 1~ ~d ~m~u ~d~ ~e F~ Tm~ ~ ~n~ Aa, ~ s~te ~d 1~ cons~ ~ 1~ ~ me~ ~t ~e ~'tX oF~ pm~bn. S~c l~M ~ce sho~ ~ o~ ~ ~ to dele~bns or 1.5.9 If the ~ covered by ~ ~ment have not ~en complet~ ~ Twen~- Four ( ~ ) monks of ~t~ s ~c~ ~yond ~at ~e sh~ ~ come--ted ~ pro~ M P~ag~ph ~ ~r. ~hur ~. ~h~l~ © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 2~XIO6-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, lg66, lg67, 1970, lg74, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material heroin or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This documem was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 11 1997 Edition - Electronic Format AIA Document B141 - 1997 Standard Form of Architect's Services: Design and Contract Administration This document has important legal TAB L E 0 F A R T I C L E S consequences. Consdtafion with an attorney is encouraged with respect to its completion or modification. 2.1 PROJECT ADMINISTRATION SERVICES AUTI-ENTICTIONOF TI~S ELECTRONICALLY DRAFTED AIA 2.2 SUPPORTING SERVICES DOCUmEarr AMY BE MADE BY USING AIA DOCUMENT D401. 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES 2.1.1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Arc,,hitect and the Architect's consultants with those sendces provided by the Owner and the Owner s consultants. 2.1,2 When Project requirements have been sufficiently identified, the Architect shall prepare, and periodically update, a Project schedule that shall identify milestone dates for decisions required of the Owner, design services furnished by the Architect, completion of documentation provided by the Architect, commencement of construction and Substantial Completion of the Work. © 1997 AIA® AIA DOCUMENT B141 - 1997 2.1.3 The Architect shall consider the value of alternative materials, building systems and STANDARD FORM AGREEMENT equipment, together with other considerations based on program, budget and aesthetics in developing the design for the PtojecL The American Institute of Architects 1735 New York Avenue N.W. 2.1.4 Upon request of the Owner, the Architect shall make a presentation to explain the Washinston, D.C. 20006-5292 design of the Project to representatives of the Owner. O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 19-/4, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopying violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: O213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 12 2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. 2.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for fding documents required for the approval of governmental authorities having jurisdiction over the Project. 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK 2.1.7.1 When the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the Work. ~ estimate may be based on current This document has important legal area, volume or similar conceptual estimating techniques. As the design process progresses consequences. Consultation with an through the end of the preparation of the Construction Documents, the Architect shall update attorney is encourased with respect to and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the its completion or modification. Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes AUTHENTICATION OF TI'~$ in Project requirements or general market conditions. If at any time the Architect's estimate of EI~CTRONtCA~Y DRAFTED the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate DOCUMENT MAY BE MADE BY USING recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner A/A OOCUt~aff 0401. shall cooperate with the Architect in making such adjustments. 2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar with the construction industry. It is recogniTed, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. 2.1.7.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be induded in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. 2.1.7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, the budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the construction industry. 2.1,7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or ~--.-_.-.~.~, negotiated proposal, the Owner shall: m ~'~ .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; © 1997 AIA® AIA DOCUMENT B141 - 1997 .3 terminate in accordance with Subparagraph ~.~8.5; or STANDARD FORM AGREEMENT .4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. The American Institute of Architects 1735 New York Avenue N.W. 2.1.7.6 If the Owner chooses to proceed under Clause 2.1.7.5.4, the Architect, without Washington, D.C. 20006-5292 additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work. The O 1917, 1926, 1948, 1951, 1953, 1958, I961, 1963, I966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 13 modification of such documents shall be the limit of the Architect's responsibility under this Paragraph 2a.7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES 2.2.1 Unless specifically designated in Paragraph 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. 2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, special equipment, systems and site requirements. 2.2.1.2 The Owner shall furnish surveys to describe physical characteristics, legal limitations This docu~ has important le8al consequences. Consultation with an and utility locations for the site of the Project, and a written legal description of the site. The attorney is encouraged with respect to surveys and legal information shall include, as applicable, grades and lines of streets, alleys, its completion or modification. pavements and adjoining property and structures; adjacent drainage; fights-of-way, restrictions, ,~urm~nc~no~ o~ fas easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; ELECTRO~LLYDf~TEDAIA locations, dimensions and necessary data with respect to existing buildings, other DOCUMENT MAYBEMADEBYUSING improvements and trees; and information concerning available utility services and lines, both AIA DOCUMENT 17401. public and private, above and below grade, including inverts and depths. AU the information on the survey shall be referenced to a Project benchmatk. 2.2.1.3 The Owner shall furnish services o£geotech~ical engineers which may include but ate not lhaJted to test' borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES 2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement, including the Owner's program and schedule requirements and budget for the Cost of the Work, each in terms of the other. The Architect shall review such information to ascertain that it is comistent with the requirements of the Project and shall notify the Owner of any other information or consultant services that may be reasonably needed for the Project. 2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work. 2.3.3 The Architect shall review the Owner's proposed method of contracting for ~ comtmction services and shall notify the Owner of anticipated impacts that such method may .~l]~ have on the Owner's program, financial and time requirements, and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES 2.4.1 The Architect's design services shall include normal structural, mechanical and ~ electrical engineering services. © 1997 AIA® AIA DOCUMENT B141 - lCJ97 2.4.2 SCHEMATIC DESIGN DOCUMENTS STANDARD FORM AGREEMENT 2.4.2.1 The Architect shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule, and budget for the Cost of the Work. The documents shall Tho American Institute of Architects establish the conceptual design of the Project illustrating the scale and relationship of the 1735 New York Avenue N.W. Project components. The Schematic Design Documents shall indude a conceptual site plan, if Washington, D.C. 20006-5292 appropriate, and preliminary building plans, sections and elevations. At the Architect's option, the Schematic Design Documents may include study models, perspective sketches, electronic O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, iu//, 1987, © 1997 by The American Institute of Architects. Reproduction of tho material horein or substantial quotation of its provisions without written permission of tho AIA violates tho copyright laws of tho United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced Jn accordance with your license without violation until tho date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia -- 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 14 modeling or combinations of these media. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. 2.4.3 DESIGN DEVELOPMENT DOCUMENTS 2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Work_ The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality levels. 2.4.4 CONSTRUCTION DOCUMENTS This document has important legal 2.4.4.1 The Architect shall provide Construction Documents based on the approved Design consequences. Consultation with an attorney is encouraged with respect to Development Documents and updated budget for the Cost of the Work. The Construction its completion or modification. Documents shall set forth in detail the requirements for construction of the Project. The AUTI~NTICATION OF TI-IS Construction Documents shall include Drawings and Specifications that establish in detail the EI. ECTRONICAILY ORAl:TED ,ada quality levels of materials and systems required for the Project. DOCUHENT MAY BE MADE BY USING · adA DOCUMENT 1:~t01. 2.4.4.2 During the development of. the Construction Documents, the Architect shall assist the Owner in the development and preparation off (l) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal' forms; and the form of agreement between the Owner and the Contractor;, and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction / and Specifications and may include bidding requirements and sample forms. ~RTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES / 2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated / proposals and shall assist the Owner in awarding and preparing contracts for construction. 2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. 2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or proposal, ffany. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal results. 2.5.4 COMPETITIVE BIDDING 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for _.~._ the cost of reproduction or shall reimburse the Architect for such expenses. 2.5.4.3 If requested by the Owner, the Architect Shall distribute the Bidding Documents to © 1997 AIA® prospective bidders and request their return upon completion of the bidding process. The AIA I~aCUMI.'NT B141 - 1997 Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, STANDARD FORM AGR££MEN? received from and returned to prospective bidders. The American Institute of Architects 1735 New York Avenue N.W. 2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Washinston, D.C. 20006-5292 Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. © 1917, 1926, 1948, 19S1, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed phofocopyin8 violates U.S. copyrJsht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 15 2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre-bid conference for prospective bidders. 2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding resultS, as directed by the Owner. 2.5.5 NE GOTIATED PROPOSALS This document has important le8ai 2.5.5.1 Proposal DocumentS shall consist of proposal requirementS, proposed contract forms, consequences, consultation with an General Conditions and Supplementary Conditions, Specifications and Drawings. attorney is encouraged with respect to its completion or modification. 2.5.5.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction AUTHEttnCanON OF T~S of Proposal DocumentS for distribution to prospective contractors. The Owner shall pay ELECTROI~=ALLYDRAFTEDAIA directly for the cost of reproduction or shall reimburse the Architect for such expenses. DOCUIVlENT MAY BE blADE BY USING A/A DOCUMENT D401. 2.5.5.3 If requested by the Owner, the Architect shall organize and participate in selection interviews with prospective contractors. 2.5.5.4 The Architect shall consider requestS for substitutions, if permitted by the Proposal Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. 2.5.5.5 If requested by the Owner, the Architect shall assist the Owner during negotiations with prospective contractors. The Architect shall subsequently prepare a summary report of the negotiation resultS, as directed by the Owner. ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES 2.6.1 GENERAL ADMINISTRATION 2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the edition of m Document A2m, General Conditions of the Contract for Construction, current as of the date of this Agreement. Modifications made to the General Conditions, when adopted as par of the Contract DocumentS, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. 2.6.1.2 The Architect's responsibility to provide the Contract Administration Services under ~ this Agreement commences with the award of the initial Contract for Construction and ~ terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall be entitled to a Change in Services in accordance with Paragraph 2.8.2 when Contract Administration Services extend 60 days after the date of Substantial Completion of the Work. ~ 2.6.1.3 The Architect shall be a representative of and shall advise and consuh with the Owner © 1997 AIA® during the provision of the Contract Administration Services. The Architect shall have AIA DOCUMENT B]4I- 1997 authority to act on behalf of the Owner only to the extent provided in this Agreement unless STANDARD FORM AGREEMENT otherwise modified by written amendment. The American Institute of Architects 1735 New York Avenue N.W. 2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article Washington, D.C. 20006-5292 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, O 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quetafion of ifs provisions without written permission of the AIA violates ~ copyright laws of the United States and will subject the violator fo legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator fo Iqal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: O213-2 b141.aia -- 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 16 2.6.1.5 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. 2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents on written This domment has important legal request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness, conseqoences. Consoltation with an attorney is encouraged with respect to its completion or modification. 2.6.1.8 Interpretations and decisions of the Architect shall be consistent with the intent of AUTHENTICATION OF TI95 and reasonably inferable from the Contract Documents and shall be in writing or in the form of ELECTRONICALLY DRAFTED ,ada drawings. When making such interpretations and initial decisions, the Architect shall endeavor DOCUI~NT MAY BE IVlADE BY USING to secure faithful performance by both Owner and Contractor, shall not show partiality to A/A DOCUt, fENT D401. either, and shall not be liable for the results of interpretations or decisions so rendered in good faith. 2.6.1.9 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.2 EVALUATIONS OF THE WORK 2.6.2.1 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article zg, (]) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (5) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Wore The Architect shall neither have control over or charge of, nor be re?onsible for., the co_nstruction means, methods, techniques, sequences or procedures, or for satety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. 2.6.2.2 The Architect shall report to the Owner known deviations from the Contract ~ Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or mmmm charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or theft agents or employees, or of any other persons or entities performing portions of the 0 1997 AIA® Work. AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT 2.6.2.3 The Architect shall at all times have access to the Work wherever it is in preparation or The American Institute of Architects progress. 1735 New York Avenue N.W. Washington, D.C. 20006-5292 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1911, 1987, 4:) 1997 by The American Institute of Architects. Repreduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator fo legal prosecution. WA, RNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator fo legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia -- 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 17 through the Architect about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. 2.6.2.5 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Worlc 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR This document has imporfant legal consequences. Consultation with an 2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue attorney is encouraged with respect to Certificates for Payment in such amounts. The Architect's certification for payment shall its completion or modification. constitute a representation to the Owner, based on the Architect's evaluation of the Work as Atrrt~AfftC. ATtON OF rt~5 provided in Paragraph ~.6.2 and on the data comprising the Contractor's Application for ELE~YDRAFTEDAIA Payment, that the Work has progressed to the point indicated and that, to the best of the oocul~f, aff AMY Bf. A, MDE BY USING Architect's knowledge, information and belief, the quality of the Work is in accordance with MA DOCUMENT D4OI. the Contract Documents. The foregoing representations are subject (l) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. 2.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for Payment. 2.6.4 SUBMITTALS 2.6.4.1 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the ,Owner, ~ Contractor or separate contractors, while allowing sufficient time in the Architect's professional ~ judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantifies, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract 1 Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, © 1997 AIA® sequences or procedures. The Architect's approval ora specific item shall not indicate approval AIA DOCUMENT B141 - 1997 nfan assembly of which the item is a component. STANDARD FORM AGREEMENT 2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied The American Institute of Architects 1735 New York Avenue N.W. by the Contractor in accordance with the requirements of the Contract Documents. Washin8ton, D.C. 20006-5292 2.6.4,3 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 18 Documents, the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. 2.6.5 CHANGES IN THE WORK 2.6.5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. The Architect may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are comistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and ms document has important lesa/ Specifications to describe Work to be added, deleted or modified, as provided in Paragraph consequences. Consu#ationwith an attorney is encouraged with respect to 2.8.2. its completion or modification. AUTI-~NTICA TION OF TI'iS 2.6.5.2 The Architect shall review properly prepared, timely requests by the Owner or ELECTROI~..AI. LY~EDAIA Contractor for changes in the Work, including adjustments to the Contract Sum or Contract DOCUMENT IVlAY BE ~ BY USING Time. A properly prepared request for a change in the Work shall be accompanied by sufficient AIA DOCUlVlENT De01. supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation o£ additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. 2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a recommendation to the Owner, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Architect. With the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. 2.6.5.4 The Architect shall maintain records relative to changes in the Work. 2.6.6 PROJECT COMPLETION 2.6.6.1 The Architect shah conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shah receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shah issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. 2.6.6.2 The Architect's inspection shah be conducted with the Owner's Designated Representative to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor © 1997 AIA® of Work to be completed or corrected. AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT 2.6.6.3 When the Work is found to be substantially complete, the Architect shah inform the The American Institute of Architects Owner about the balance of the Contract Sum remaining to be paid the Contractor, including 1735 New York Avenue N.W. any amounts needed to pay for final completion or correction of the Work. Washington, D.C. 20006-5292 2.6.6.4 The Architect shah receive from the Contractor and forward to the Owner. 0) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final O 1917, 1926, 1948, 1951, 195], 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 0 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of ifs provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator fo legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as rmted below, expiration as noted hebw. User Document: O213-2 b141.aia -- 4/25/2(X:)3. AIA License Number 1001174, which expires on 4/1412004. 19 payment and (a) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens. ARTICLE 2.7 FACILITY OPERATION SERVICES 2.7.1 The Architect shah meet with the Owner or the Owner's Designated Representative promptly after Substantial Completion to review the need for facility operation services. 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shah conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and performance and to make appropriate recommendations to the Owner. This document has important legal ARTICLE 2.8 SCHEDULE OF SERVICES consequences. Consuitation with an 2.8.1 Design and Contract Administration Services beyond the following limits shall be attorney is encouragt</with resider to provided by the Architect as a Change in Senrices in accordance with Paragraph ~.~3: its completion or modification. · 1 up to two ( 2_ ) reviews of each Shop Drawing, Product Data item, sample and AOTl~NTlCArlOIq Of rl~$ similar submittal of the Contractor. ELECTROAIICALLY DRAFTED PlA .2 up to four _©er month ( 4 0er month ) visits to the site by the Architect over the DOCUMEAIT MAY BE mADE BY USING duration of the Project during construction. PlA DOCUME/gT D401. .3 up to twQ ( 2_ ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. .4 up to twQ ( 2_ ) inspections for any portion of the Work to determine final completion. 2.8.2 The foil©wing Design and Contract Administration Services shall be provided by the Architect as a Change in Sen, ices in accordance with Paragraph .1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor- prepared coordination drawings, or prior Project correspondence or documentation; .3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning replacement of Work resulting from fire or other cause during construction; .5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in connection with the Work; lhglllll $~_ .6 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner, or 1 .8 Contract Administration Services provided 60 days after the date of Substantial Completion of the Work. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 20006-5292 2.8.3 The Architect shall furnish or provide the following services only if specifically designated: O 1917, 1926. 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopying violates U.S. copyrisht laws and will subject the violator to lesal prosecution. This document was electronically produced with permission of the AIR and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. Services Responsibility Location of Service ('~r~'tect, Chewer or Not_Pro~ded) Description .] Programming Architect/Owner .2 Land Survey Services Owner · 3 Geotechnical Services Owner · 4 Space Schematics/Flow Diagrams Architect .5 Existing Facilities Surveys Architect .6 Economic Feasibility Studies Owner · 7 Site Analysis and Selection Architect/Owner .s Environmental Studies and Owner res de~'umem h,~ im/x~rtant lega/ Reports cor~ce~. ¢or~tafion wifl~ an · 9 Owner-Supplied Data Architect atmmeyis er~ra~ w/th reg~ to Coordination ao Schedule Development and Architect/Owner AUTHENTICATION OF TFIS MonJtofittg ELECTRONICALLY DRAFTED AIA .]J Civil Desi~ ArchitectJOwner C~CU~ENT relAY BE JVIADE BY USIN~ .]3 Interior Design Architect · ]4 Special Bidding ot Negotiation Owner .]5 Value Analysis Architect/Owner .]6 Dc',,~:d Cost Fstimating Architect · ]7 On-Site Project Representation Owll(~r .]8 Construction Management Owner · ]9 Start-up Assistance Architect/Owner .~o Record Drawings Architect .~ Post-Contract Evaluation Architect/Owner .~ Tenant-Related Services Owner .24 .25 Description o£ Services. (Insert descriptions of the services desigt~sted. ARTICLE 2.9 MODIFICATIONS 2.9.1 ~odificatiom to this Standard ~orm o£ Architect's Services: Design and Contact Administration, if any, are as follows: ~ By its execution, this Standard Form of Architect's Servjees: Design and Contract ~~~ Administration and modifications hereto are incorporated~mto the Standa~l Form of Agreement Between the Owner and Architect, AIA Docume)d~ Bt4H997, that ~ ~ntered into by the parties as of the date: // / / 1 AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT OWNER (si~t~ze) · ARCHITECT (S~gaature) The American Institute of Architects Mr. Arthur V. PhelFm 1735 New York Avenue N.W. ~lr. Dale Cheatham~ City Ilanager Amhiteot/Partner Washinston, D.C. 20006-5292 (Printed nmlte mid title) (Printed nm~e nnd title) 4:) 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, 4:) 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyrisht laws of the United States and will subject the violator to lesal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyrisht laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can he reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia -- 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 21 This document has important legal consequences. Consultation with an attorney is encourased with respect to its completion or rnodificetion. AUTHENTICATION OF TI-IS ELE CTROMCAU. Y DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washinston, D.C. 10006-5292 O 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions with©ut written permission of the AIA violales the copyriBhf laws of the United States and will subject the violator fo leBal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyriBht laws and will subject the violator fo leBal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below. User Document: 0213-2 b141.aia - 4/25/2003. AIA License Number 1001174, which expires on 4/14/2004. 22