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Res 174-92 11/17/1992 f RESOLUTION NO. /74-1)..) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WICHITA FALLS AUTHORIZING THE MAYOR TO EXECUTE FIVE ARCHITECTURAL CONTRACTS FOR THE MULTI-PURPOSE EVENTS CENTER; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW. WHEREAS, the City of Wichita Falls and Wichita County have agreed to construct a Multi-Purpose Events Center; and, WHEREAS, in order to accomplish the construction of such center, it is necessary to retain the services of qualified architects to design and supervise the construction of the Multi- Purpose Events Center. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS: SECTION 1. That the Mayor be and is hereby authorized to execute five architectural contract agreements with the following architectural firms: 1. Daugherity & Glover, Inc. ; and Syd Litteken - Design Concepts - Architect; for site work associated with both the north site and south site; 2 . Daugherity & Glover, Inc. ; and Syd Litteken - Design Concepts - Architect; for agricultural area and show component of the Multi-Purpose Events Center; 3 . Bundy, Young,, Sims & Potter, Inc. ; Wingler & Sharp Architects & Planners, Inc. ; and Douglas Paul Seidel Architect; for the Multi-Purpose Events Center coliseum; 4 . Harper Perkins Architects, Inc. ; as coordinating architects for the Multi-Purpose Events Center project; and, 5. CSA Conrad Staley & Associates; and Paul & Associates; for the exhibit hall component of the Multi-Purpose Events Center. SECTION 2 . That said architectural contracts identified in Section 1 hereof are attached hereto and made a part of this resolution for all purposes. 2 SECTION 3 . It is hereby officially found and determined that the meeting at which this resolution was passed was open to the public as required by law. PASSED AND APPROVED this the 17th day of November, 1992 . ■ ," #1)41P M A Y O ATTEST: City lerk L HARPER PERKINS ARCHITECTS, INC. Architects Planners Programmers 4724 Old Jacksboro Highway Wichita Falls, Texas 76302-3599 (817) 767-1421 FAX (817) 723-0124 LETTER OF TRANSMITTAL TO: Honorable Michael Lam DATE: 12 November 1992 3501 McNeil Avenue Wichita Falls, Texas 76308 PROJ #: 92910 RE: MPEC WE ARE SENDING YOU THE FOLLOWING: ITEM(S): 1 copy each, dated 11/10/92; Standard Form of Agreement Between Owner and Architect: MPEC Coordinating Architect MPEC Exhibit Hall Joint Venture MPEC Coliseum Joint Venture MPEC Site Joint Venture MPEC Agricultural Complex Joint Venture REMARKS: The attached contracts are "copies" of the original contracts which will be bound with blue contract covers and have original signatures on each. Both the City and the County will receive an original, signed contract once all signatures are completed. Handcarried 11/12/92. Signed:"��� P��I %°AO C • AIA Document 3141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the TENTH (10TH) day of NOVEMBER in the year of Nineteen Hundred and Ninety-Two (1992) *1 BETWEEN the Owner: WICHITA COUNTY CITY OF WICHITA FALLS (game and address) WICHITA COUNTY COURTHOUSE 1300 7TH STREET 900 7TH STREET WICHITA FALLS,TEXAS 76301 WICHITA FALLS, TEXAS 76301 and the Architect: MPEC SITE JOINT VENTURE /.dame and address) 2629 PLAZA PARKWAY, SUITE A4 WICHITA FALLS, TEXAS 76308 For the following Project: (Include detailed description of Project, location, address and scope.) The Project is generally described as the site work associated with both the North site and the South Site.The work shall begin at a point five feet(5) outside the building lines of the various component buildings and shall include master planning of the site for parking; parking lot and area lighting where this lighting is not provided by the Owner or the Utility Company;site drainage to be in compliance with the water retention ordinances of the City of Wichita Falls; planning for parking and services to facilitate recreational vehicles with minimum electrical and water connections; parking of surfacing materials, including gravel, asphalt and concrete;fill and base material to provide the proper grade and base for parking and landscaping; landscaping and irrigation plans; sidewalk design;driveway design associated with loading docks and delivery areas;outside exhibit areas;outside livestock holding areas;recreatioral vehicle dump facilities;security and decorative fencing.The site shall be on the North and South sides of the Wichita River in the area as described in the report presented to the Wichita Falls City Council and the Wichita County Commissioners Court in May 1992. The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951.1953,1958,1961,1963,1966,1967,1970,1974,1977,©1987 by The American Institute of Architects. 1735 New York Avenue, N.W.,Washington, D.C.20006. Reproduction of the material he:cin or substantial cuotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•ALAI •s I987 8141-1987 1 THE A�IE�IC.k�INSTITUTE E OF ARCHITECTS.1735 NEW YORK AVENUE.N W,WASHINGTON,D.C.20006 *1 SEE ARTICLE 12.1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 schedule or construction budget, the Architect shall prepare. ARCHITECT'S RESPONSIBILITIES for approval by the Owner, Design Development Documents consisting of drawings and ocher doc:mencs to fix and describe the size and character of the Project as to architectural. struc- 1.1 ARCHITECT'S SERVICES rural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect, Architect's empiovees and Architect's *3 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Consc-_c•ion Cost. and any ocher services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi 2.4 CONSTRUCTION DOCUMENTS PHASE tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the 2.4.1 Based on the approved Desgr. Development Doc: Architect shai: submit for the Owner's approval a schedule for menu and any further adjustments = :he scope or quality of the performance of the Architect's services which may be the Project or in the construction pudge: authorized by the adjusted as the Project proceeds. and shall include allowances Owner, the Architect shall prepare.for approval by the Owner. for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specific:, approval of submissions by authorities having jurisdiction over Lions setting forth in detail the requirements for the construc- the Project. Time limits established by this schedule approved Lion of the Project. by the Owner shall not,except for reasonacie cause,be exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract,and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. *3 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- SCOPE OF ARCHITECT'S BASIC SERVICES cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for the approval of governmental auhorzies having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services,and include normal struc- tural, mechanical and electrical engineering services. 2.5 BIDDING OR NEGOTIATION PHASE 2.2 SCHEMATIC DESIGN PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the *2 of Construction Cost. shall assist the Owner in obtaining bids Owner to asoerair. the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.2.2 The Architect shall provide a preliminary evaluation of 2.6 CONSTRUCTION PHASE—ADMINISTRATION *2 the Owner's program, schedule and construction budget OF THE CONSTRUCTION CONTRACT requirements, each in terms of the other,subject to the limita- tions q *5 2.6.1 The Architect's responsibility to provide Basic Services Lions set fo in Subparagraph 5.2.1. p for the Construction Phase under this Agreement commences 2.2.3 The Architect shall review with the Owner alternative with the award of the Contract for Construction and termi- aoproaches to design and construction of the Project. nates at the earlier of the issuance to the Owner of the final 2.2.4 Based on the mutually agreed-upon program, schedule Certificate for Payment or 60 days after the date of Substan- and construction budget requirements, the Architect shall tial Completion of the Work. *2 *3 prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con- merits ments consisting of drawings and oche,documents illustrating tract for Construction as set forth below and in the edition of the scale and relationship of Project components. ALA Document A201, General Conditions of the Contract for *3 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area,volume or otherwise provided in this Agreement. ocher unit costs. 2.6.3 Duties,responsibilities and limitations of authority of the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of *4 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably and any adjustments authorized by the Owner in the program, withheld. AIA DOCUMENT B141 • OWNER-ARCHITECT.AGREE.IENT • FOURTEENTH EDITION •AIA, • I,? 8141-1987 2 THE AMIERICA..INSTITUTE OF ARCHITECTS.I-35 NEW YORK AVENUE,NV.,WASHINGTON,D.C.2000u *2 SEE ARTICLE 12.2 *4 SEE ARTICLE 12.4 *3 SEE ARTICLE 12.3 *5 SEE ARTICLE 12.5 r ' 2.6.4 The architect shall be a representative of and shall advise quantity of the Work. (2) reviewed construction means. meth- , and consult with the Owner(1) during corstruction until final ods. techniques. sequences or procedures.(3)reviewed copies payment to the Contractor is due, and I_:as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time to time during the cot- pliers and other data requested by :hc Owner to substantiate rection period described in the Contract for Construction. The the Contractors right to payment or !ascertained how or for Architect shall have authority to act on pehalf of the Owner what purpose the Contractor has used money previously paid oniv to the extent provided in this agreement unless otherwise on account of the Contract Sum. modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which *6 2.6.5 The Architect shall visit the site at rtervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or acvisable for impiemenca- Owner and Architect in writing to become generally familiar tion of the intent of the Contract Documents,the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is bein^<performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when competed will be in accor- meats, whether or not such Work is fabricated, installed or dance with the Contract Documents. c,wever, the Architect completed. However,neither this authority of:he Architect nor shall not be required to make exhaustive :r continuous on-site a decision made in good faith either to exercise or not to exer- inspections to check the quality or quan ta of the Work. On cise such authority shall give rise to a :uty or responsibility of the basis of on-site observations as an a-cnitect. the Architect the Architect to the Contractor. Subcrr.trac:ors, material and seal keep the Owner informed of the progress and quality of equipment suppliers. their agents or employees or ocher per- the Work. and shall endeavor to guard the Owner against sons performing portions of the s't'ork. defects and deficiencies in the Work. '.'More extensive site representation may he agreed to as an additional Service, as *8 2.6.12 The Architect shall review and approve or rake other described in Paragraph 3.2.) appropriate action upon Contractors submittals such as Shop Drawings. Product Data and Samples. but only for the limited 2.6,6 The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means,methods, and the design concept expressed in =e Contract Documents. techniques, sequences or procedures,or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con- solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors, while allow- Construction. The Architect shall not be responsible for the ing sufficient time in the Architects professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con- dance with the Contract Documents. The Architect shall not ducted for the purpose of determininc the accuracy and com- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or tor. Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of other persons performing portions of the Work. equipment or systems designed by the Contractor,all of which remain the responsibility of the Contractor to the extent 2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress. shall not constitute approval of safety precautions or. unless *7 otherwise specifically stated by the ?chitect, of construction 2.5.8 Except as may otherwise be provided in the Contract means, methods. techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific :tern shall not indicate tally authorized,the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect.Communications by and with the Archi- when professional certification of performance characteristics teat's consultants shall be through the A cnitect• of materials, systems or equipment is required by the Contract Documents, the Architect shall be en:::led to rely upon such 2.6.9 Based on the Architect's observations and evaluations of certification to establish that the materials, systems or equip- the Contractor's Applications for Payment, the Architect shall merit will meet the performance criteria required by the Con- review and certify the amounts due the Contractor. tract Documents. 2.6.10 The Architect's certification for payment shall consti- *9 2.6.13 The Architect shall prepare Change Orders and Con- tut: a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in or. the data comprising the Contractor's Application for Pay- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and merit, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and that.to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion. to results of subse- quent tests and inspections, to minor deviations from the Con- *102.5.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the dace or daces of Substantial Completion and the dace of final cific qualifications expressed by the Architect.The issuance of a completion, shall receive and forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fled. However, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay- nor be a representation that the Architect has(1)made exhaus- merit upon compliance with the requirements of the Contract live or continuous on-site inspections to check the quality or Documents. AIA DOCUMENT B141 • O' NER-ARCHITECT AGREEMENT • FOURTEENTH EDITION •AIAI • �19M97 3 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS.1-35 NE`X YORK AVENUE.\'-'.`WASHINGTON.0 C 20006 *6 SEE ARTICLE 12.6 *8 SEE ARTICLE 12.8 *7 SEE ARTICLE 12.7 *9 SEE ARTICLE 12.9 *10 SEE ARTICLE 12.10 *11 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- cerning performance of the Owner and Contractor under the tatives. the Architect shall endeavor:o provide further protec• requirements of the Contract Documens on written request of non for the Owner against defects and deficiencies in the Work. either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall net such requests shall be made with reasonable promptness and modify the rights.responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reasonably inferable from the Contract Documents and shall be in whung or in the form of 3.3.1 Nlakirg resisters in Drawings. Specifications or other drawings. When making such interpretations and initial der:- documents when such revisions are: sions. the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor.shall not show partiality .1 inconsistent with approvals or instructions previously to either, and shall not be liable for results of interpretations or given by the Owner. including revisions made neces- decisions so rendered in good faith sae•by adjustments in the Owner's program or Pro- *12 2.6.17 The Architects decisions on matters �,e• act budge:: tic effect shall be final i' . tin :he intent expressed in .2 required by the enac:rnen:or revision of codes, laws ocuments. or rezuiauons subsequent :0 the preparation of such — documents. or *1 2.6.18 The Architect shall render wn::eft decisions within a reasonable time on all claims.disputes or other matters in cues- .3 due to changes required as a result of the Owner's fa_- non between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. tion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant *14 2.6.19 The Architects decisions on c'a ms, dspur - era changes in the Project including, but not limited to. size, quai- icy, complexity, the Owner's scheduie. or the method of bid- matters, including those in question b • •- e Owner and ding or negotiating and contracting for construction,except for Contractor, except for tho ' . g to aesthetic effect as pro services required under Subparagraph 5.3.5. vided in Subo.••• •• _.6.17, shall be subject to arbitration as .r. in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals. and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. ADDITIONAL SERVICES 3.3.4 Providing services in connec::on with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL revisions to Drawings.Specifications and other documentation resulting therefrom. 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12,and they shall 3.3.5 Providing consultation concerning replacement of Worst be paid for by the Owner as provided in this Agreement, in damaged by tire or other cause during construction, and fur- addition to the compensation for Basic Services. The services nishing services required in connec::on with the replacement described under Paragraphs 3.2 and 3.-i shall only be provided of such \'ork. if authorized or confirmed in writing by the Owner. If services 3.3.6 Providing services made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor. by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor,or by failure of performance of either the Owner or control. the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services* described under Paragraph 3.3 are not required, the Owner 15 3.3.7 Providing services in evaluating an :.umber o shall give prompt written notice to the Architect. If the Owner claims submitted by t Lor or others in connectior indicates in writing that all or part of such Contingent Addi- wit clonal Services are not required,the Architect shall have no obli- 3.3.8 Providing services in connection with a public hearing, prior. to provide those services. *16 r;;- ne or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate,separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding,negotia- described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Construe- provide one or more Project Representatives to assist in carry- tion Documents Phase. ing out such additional on-site responsibilities. 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and* directed by the Architect, and the Architect shall be compen- 2 3.4.1 Providing analyses of the Owner's needs and program- sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project. duties. responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or other special studies. Representatives shall be as described in the edition of ALA Document B352 current as of the dace of this Agreement,unless 3.4.3 Providing planning surveys. site evaluations or corn- otherwise agreed. parative studies of prospective sites AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•ALAI • f,I99- THE AMERICAN INSTITUTE OF ARCHITECTS. :-35 NEW YORK AVENUE,N W,WASHINGTON,D C.2o B141-1987 4 *2 SEE ARTICLE 12.2 *13 SEE ARTICLE 12.13 '16 SEE ARTICLE 12.16 *11 SEE ARTICLE 12.11 *14 SEE ARTICLE 12.14 '12 SEE ARTICLE 12.12 '15 SEE ARTICLE 12.15 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project.including the Construction Cost.the Owner's other or others having jurisdiction over the ?ro;cct. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to ;.:...re facilities. systems 4.3 If requested by the Architect, the Owner shall furnish evi- and equipment. dente that financial arrangements have been made to 5.11E11 the Owner's obligations under this Agreement. 3.4.6 Providing services to investigate existing conditions or _ faculties or to make measured drawings ::Hereof. *19 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The ocher information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of constr:ctlon performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coot-di- and sequential progress of the Architect's services. nation of ser,;ces required in connection with construction Performed and equipment supplied by :he Owner. 4.5 The Owner shall furnish surveys describing physical characteristics. legal limitations and utility locations for the site 3.4.9 Providing services in connection-y::.~,the work of a con- of the Project. and a written legal description of the site. The _tnccaon manager or separate consultants retained by the surreys and legal information shall include, as applicable. Owner:. grades and lines of streets, alleys. pavements and adjoining *3 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage: rights-of-way. restrictions. easements, encroachments. zoning, deed restrc- 3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site: locations. dimen- material. equipment and labor. sions and necessary data pertaining to existing buildings. other 3.4.12 Providing analyses of owning and operating costs. improvements and trees:and information concerning available utility services and lines. both public and private, above and 3.4.13 Providing interior design and other similar services below grade. including inverts and depths.All the information required for or in connection with the selection, procurement on the survey shall be referenced to a project benchmark. or installation of furniture, furnishings and related equipment.* 20 4.6 The Owner shall furnish the services of geotechnical engi- 3.4.14 Providing services for planning tenant or rental spaces. neers I,, ^ ' . - - • . --_, ,• . cnitect Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not lim:tea to test borings, test merit. or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,ground corrosion and resis- *17 3.4.16 Preparing a set of reproducible record drawings show- tivity tests, including necessary operations for anticipating sub- ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional based on marked-up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. *21 4.6.1 The Owner shall furnish the services of ocher consul- 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing,adjusting and balancing,preparation of of the Project and are requested by the Architect. operation and maintenance manuals, training personnel for *244. *5 The Owner shall furnish structural. mechani - ical: operation and maintenance.and consultation during operation. air and water pollution tests, test .r•ous materials,and 5 3.4.18 Providing services after issuance to the Owner of the other laboratory r . •ironmentai tests. inspections and final Certificate for Payment, or in the absence of a final Cer- r-' - ,_ cared by law or the Contract Documents. tificate for Payment, more than 60 days after the dace of Sub- stantial Completion of the Work. 4.8 The Owner shall furnish all legal,accounting and insurance counseling services as may be necessary at any time for the 3.4.19 Providing services of consultants for other than archi project, including auditing services the Owner may require to tectural, structural, mechanical and electrical engineering pot verify the Contractor's Applications for Payment or to ascertain Lions of the Project provided as a par of Basic Services. how or for what purposes the Contractor has used the money *18 3.4.20 Providing any other services not^ "-- • .i.ciuded in paid by or on behalf of the Owner. this Agreement or --- - ruy furnished in accordance R,•• - 4.9 The services,information,surveys and reports required by • •: accepted architectural practice. Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall ' requested of the Architect or Architect's consultants shall be set forth the Owner's objectives,schedule,constraints and cri- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, flexi- days prior to execution. The Owner shall not request certifica- bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the requirements. scope of this Agreement. AIA DOCUMENT 8141 • OWNEER.ARCHITECT AGREEVENT • FOURTEENTH EDITION • AIA' • X1987 5 B141-1987 THE AMERICA.`INSTITUTE OF ARCHITECTS.ECTS.1-35 NEW YORK AVENUE.N W.WASHINGTON,D C.20006 '3 SEE ARTICLE 12.3 '18 SEE ARTICLE 12.18 *21 SEE ARTICLE 12.21 *5 SEE ARTICLE 12.5 *19 SEE ARTICLE 12.19 *22 SEE ARTICLE 12.22 *17 SEE ARTICLE 12.17 *20 SEE ARTICLE 12.20 - ARTICLE 5 .3 if the Project is abandoned. :erminate in accordance . with Paragraph 8.3; or CONSTRUCTION COST .4 cooperate in revising the Prc'ect scope and quality as 5.1 DEFINITION required to reduce the Corstruction Cost. 5.2.5 If the Owner chooses to proceed under Cause 5.2.-i.-. 5.1.1 The Construction Cost shall be the total cost or esti- the Architect, without additional charze.shall modify the Con- mated cost to the Owner of all elements of the Project designed tract Documents as necessary to cern:iy with the fixed limit.:f or specified by the Architect. established as a condition of this Agreement. The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Documents shall be the limit of the Architect s market rates of labor and materials furnished by the Owner and responsibility arising out of the estaclishment of a fixed limit. equipment designed, specified. selected or specially provided The Architect shall be entitled to compensation in accordance for by the Architect. plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tractor's overhead and profit. In addition, a reasonable allow- the Construction Phase is commence. ante for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architects consultants. the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS nghts-of-way:. financing or ocher costs which are the respon- sibility of the Owner as provided in Article -I. 6.1 The Drawings. Specifications and other documents pre- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Prole:: are instruments of the Architect's service for use solely wit' respect to this Project 5.2.1 Evaluations of the Owner's Project budget. preliminary and. unless otherwise provided, the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law. struction Cost, if any, prepared by the Architect, represent the statutory and other reserved rights. including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro- the construction industry. It is recognized, however, that nei- ducible copies. of the Architect's Drawings, Specifications and cher the Architect nor the Owner has control over the cost of ocher documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project.The Arc`•.i- of determining bid prices,or over competitive bidding, market tect's Drawings.Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects,for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless will not var: from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement. estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compe-^.- to by the Architect. salon to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing,proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget. unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto.If Lion of the Architect's reserved rights. such a fixed limit has been established. the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials,equipment. com- ponent systems and types of construction are to be included in 1 ARTICLE 7 the Contract Documents, to make reasonable adjustments in *23 me scope of the Project and to include in the Contract Docu- ARBITRATION merits alternate bids to adjust the Construction Cost to the fixed limit.Fixed limits,if any,shall be increased in the amount of an 7.1 Claims, disputes or other matters in question •etween the increase in the Contract Sum occurring after execution of the parties to this Agreement arising out of or relaci•• to this Agree- Contract for Construction. merit or breach thereof shall be subject to . • decided by arbi- 5.2.3 If the Bidding or Negotiation Phase has not commenced tration in accordance with the Cor_t:uc'•n Industry Arbicra- within 90 days after the Architect submits the Construction lion Rules of the American Arbitration. 'sociatron currently in Documents to the Owner,any Project budget or fixed limit of effect unless the parties mutually a;.et otherwise. Construction Cost shall be adjusted to reflect changes in the 7.2 Demand for arbitration s•-t be filed in writing with the general level of prices in the construction industry between the other party to this Agreem t and with the American Arbitra- dace of submission of the Construction Documents to the tion Association.A dem.•• for arbitration shall be made within Owner and the date on which proposals are sought. a reasonable time aft the claim, dispute or other matter in 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- question has arisen. no event shall the demand for arbitration vided in Subparagraph 5.2.3) is exceeded by the lowest bona be made after t• date when institution of legal or equitable fide bid or negotiated proposal, the Owner shall: proceedings ., ed on such claim, dispute or ocher matter in .1 give written approval of an increase in such fixed - question w- d be barred by the applicable statutes of limitations. limit; 7.3 N arbitration arising out of or relating to this Agreement .2 authorize rebidding or renegotiating of the Project sh include,by consolidation,joinder or in any other manner, within a reasonable time: , additional person or entity not a party to this Agreement, MA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION• A1A' • 198- THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVEN.E,N.W.,WASHINGTON,D.C.20a)o B141-1987 6 *23 SEE ARTICLE 12.23 i . *23 except by written consent containing a specific referen .o .2 Ten percent of he total compensation for Basic and this.Agreement signed by :he Owner, Architect. and other Additional Services earned to date if termination person or entity sought to be joined. Consent t• bitration occurs during the Design Development Phase: or involving an additional person or entity sh not constitute .3 Five percent of the total compensation for Basic and consent to arbitration or any claim. diseu - or other matter in Additional Services earned to date if termination question not described in :he written ...sent or with a person occurs during any subsequent phase. or entity net named or described• rein. The foregoing agree- ment to arbitrate and other : cements to arbitrate with an addincnai person or entity illy consented to by the parties to ARTICLE 9 this Agreement snail - specifically enforceable in accordance with applicable !a • to any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS 7.4 The aw d rendered by the arbitrator or arbitrators shall be final.ar: •udgment may be entered upon is in accordance with 9.1 Unless otherwise provided, this Ag:eement shall be gov- aeer title law in any court having jurisdiction thereof. erred by the law of the principal piace of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 those in ALA Document A201, General conditions of the Con- tract for Construction.current as or the cate of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement be deemed to have 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures CO act s`a:i riot less than seven days written notice should the other party accrued and the applicable statutes cf limitations shall com- fail substantially to perform in accordance with the terms of this mence to run not later than either the ate of Substantial Corn- fail Agreement through no fault of the party initiating the termination. plecion. for acts or failures to act occurring prior to Substantial Completion. or the date of issuance or the final Certificate for 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi 9 4 The Owner and Architect waive all rights against each [ably adjusted to provide for expenses incurred in the interrup other and against the contractors. consultants, agents and Lion and resumption of the Architect's services. employees of the other for damages.but only to the extent cov- ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon nghts as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201.General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the dace of this is abandoned by the Owner for more than 90 consecutive days, Agreement. The Owner and Architect each shall require similar the Architect may terminate.this Agreement by giving written waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners. successors. assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners. succes- nenperformance and cause for termination. sons. assigns and legal representatives of such ocher party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con- tea: for services and expenses, the architect may. upon seven sent of the ocher. days'written notice to the Owner,suspend performance of ser- vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the ent:re and integrated agree- by the Architect within seven days of the date of the notice,the merit between the Owner and Architect and supersedes all suspension shall take effect without further notice.In the event prior negotiations, representations or agreements, either writ- of a suspension of services. the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement,the Architect and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence,handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination.Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl(PCB)or other toxic substances. Basic Services and Additional Services earned to the time of ter- mination. as follows: 9.9 The Architect shall have the right to include representa- tions of the design of the-Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior. among the Architect's promotional and and Additional Services earned to dace if termination professional materials. The Architect's materials shall not occurs before or during the predesign.site analysis,or include the Owner's confidential or proprietary information if Schematic Design Phases: or the Owner has previously advised the Architect in writing of AIA DOCUMENT 8141 • Ou NER.ARCHITECT AGREEMENT • FOURTEENi= EDITION• AI.A'' • >1987 7 6141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, r35 NE•x YORK AVENUE,N WASHINGTON,D C.-'0006 *23 SEE ARTICLE 12.23 the specific information considered by he Owner to be conti• 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dennai or oroprtetar: The Owner 5i^.::1 provide professional credit for the Arcnuec•on :he consruc::cr:sign and in the pro- 10.3.1 A.r, initial payment as set for_. i.n Paragraph 11.1 is the motional materials for :he Project. minimum. payment under this Agreement. 10.3.2 Subsequent payments for 3astc Services shall be made monthly and. where applicable. shit:.' be in proportion to se:- ARTICLE 10 vices performed within each phase of service, on the bass se: forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 if and to the extent that the:_..e initially established leer 10.1 DIRECT PERSONNEL EXPENSE Subparg:ph 11.5.1 of this Agreement s exceeded or extended - through no fault of the Architect, compensation for any ser- 10.1.1 Direc: Personnel Expense is =ef:ned as the direct vices rendered during the additional period of time shall be salaries of:he Architect's personnel engaged on:he Project and computed in the manner se: forth . Subparagraph 11.3.2. tint portion of the cost of their.mandator:and customary con- 10.3.4 and benefits related ^toret such as employment 10.3.4 When compensation is based on a percentage of Con- :axes and ocher stn utor: employee benefits. insurance. sick structior Cost and any portions of -e Prole:: are deleted or cave. holidays. vacations. pensions. _ . SL^ i u contributions otherwise not constructed,comae-s:::o..for:.hose portions or the Project snail be payable to :n_ services are per and benefits. -^ formes or. :hos'e portions. in accorca__ with the schedule se: 10.2 REIMBURSABLE EXPENSES forth in Subp ragraph 11.2.2,based on,1'i the lowest bona fide bid or negotiated proposal. or(2)if no such bid or proposal is 10.2.1 Reimbursable Expenses are in _ ::on to CCmpensa• received'. the most recent pre!iminar:estimate of Construction ::on for Basic and Additional Services and include expenses Cc sc Or de;aiec -s irate Of Constr_:_en Cosc for such por incurred by the Architect and Archives s employees and con- dons of the Project. sultants in the interest of the Project,as:centaied in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES *24 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project. expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly crave!: long-distance communications: and fees paid for scour- upon presentation of the Architects statement of services ren- • ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. *25 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings. Specifications and other documents. *26 10.5.1 No deductions shall be made from the Architect's com- pensation on account of penalty, liquidated damages or ocher overtime work ^ than regular rates.- sums withheld from payments to contractors,or on account of 10.2.1.4 Expense of renderings,modes and mock-ups requested the cost of changes in the Work other Sian those for which the by the Owner. Architect has been found to be liabie. *27 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional liability insurance. requested by the Ovine:in excess of that normally carried by the Architect and 10.6.1 Records of Reimbursable Expenses and expenses per- Arc taming to Additional Services and se :ices performed on the basis of a multiple of Direct Personnel Expense shall be avail- *28 10.2.1.6 Expense of computer-aided design and drafting able to the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 A:N INITIAL PAYMENT of N/A _ Dollars(S NSA ) shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES,as described in Article 2,and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: • - (Insert bests of compensation, including sttpula:ed sums, multiples or percentages. and identify ptxues to winch particular methoxai of compensation apply. if necessun l The compensation for the project shall be on the basis of 6.65% of construction cost. AIA QOCUMENT 8141 • CwNER.ARCHITECT AOREENIENT• FOURTEENTH EDITION • ALA' • 198" THE.A}:ERIC.iN INSTITUTE OF ARCHITECTS.:•i4NEW YORK AVENUE.NW..WASHINGTON.ac 2r)Ort B141-1987 8 '24 SEE ARTICLE 12.24 *27 SEE ARTICLE 12.27 '25 SEE ARTICLE 12.25 '28 SEE ARTICLE 12.28 '26 SEE ARTICLE 12.26 . 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (insert additional phases as appropriate.) Programming and Schematic nmaxxxu mmycy Design Phase : Fifteen percent( 15%) Design Development Phase: Twenty percent(20%) Construction Documents Phase: Fourty percent(40%) Bidding or Negotiation Phase: Five percent(05%) Construction Phase: Twenty percent(20%) Total Basic Compensation: one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2. compensation shall he com- puted as follows: ON AN HOURLY RATE AS FOLLOWS: PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FIELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT. as described in Articles 3 and 12. other than(1)Additional Project Representation. as described in Paragraph 3.2, and(2) services included in Article 12 as part of Basic Services, but excluding services of consultants. compensation shall be computed as follows: (Insert basis of compensation. including rates mid/or,multiples of Direct Personnel Expense for Principals and employees.and identify Principals and classify employees. i/required. Identify specific sert-tces to witch particular methods of compensation apply. If necessary) ON AN HOURLY RATE AS FOLLOWS: PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FIELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional.structural, mechanical and electrical engineering services and chose provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One & Two—Tenths ( 1.2 ) times the amounts billed to the Architect for such services. (identify specific types of consultants in Article 12. if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any ocher items included in Article 12 as Reimbursable Expenses.a multiple of One & Two—Tenths ( 1.2 )times the expenses incurred by the Architect,the Architects employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Fourty-Eight ( 48 )months of the date hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. '' 11.5.2 Payments are due and payable Ten ( 10 ) 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. (insert rate of interest agreed upon.) (Usury laws and requirements under the Federal Truth in Lending Act.similar state and local consumer credit laws and other regulations at the Owner's and Archi- tect's principal places of business. the location of the Project and elsewhere may affect the i•alidity of this prorisi(1rt.Specific legal advice should he obtained WW1 respect to deletions or modifications. and also regarding requirements such as written disclosures or waiters.) 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION•AIA' • f 195- 9 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE.N u'.WASHINGTON.D.C.20000 ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 For the purpose of this contract, the MPEC Site Work Joint Venture shall be composed of the following firms: Daugherity & Glover, Inc., 2629 Plaza Parkway, Suite A4, Wichita Falls,Texas, 76301, and Syd Litteken-Design Concepts-Architect, 3012 9th Street,Wichita Falls, Texas, 76301. 12.2 Article 2.2.1, Article 2.2.2, Article 2.2.4 and Article 3.4.1 shall be modified to state that the Coordinating Architect shall prepare a Program in conjunction with the Joint Venture Architecture firms to express the total project goals and specific space and functional requirements in written form.The Coordinating Architect shall schedule meetings with the Owner, the interested parties as designated by the Owner and the Joint Venture Architectural firm associated with the component part of the MPEC. He shall prepare agenda to facilitate discussions, arrive at the requirements of the various functions and seek agreement and direction from the Owner as to the governing criteria. He shall coordinate any overlapping requirements of the various components. He shall prepare the written report of the meetings and shall finally assemble all information on all components into an organized program which shall be approved by all parties. The individual Joint Venture Architects shall attend meetings associated with their particular component and shall participate in the discussions and decisions. 12.3 Articles 2.2.4, 2.2.5, 2.3.2, 2.4.3, 3.4.10, shall be modified to include the following: The Coordinating Architect, in conjunction with the various Joint Venture Firms, shall prepare detailed cost estimates at each phase of the project. The Coordinating Architect shall provide these estimates using an R.S. Means Cost Estimating computer program. The estimates shall be prepared in conjunction with the Joint Venture Firms, who shall provide drawings, sketches, details, specifications, and verbal information to the Coordinating Architect for use in preparation of the estimates. The estimates shall be approved by the Joint Venture Firms prior to submission to the Owner. 12.4 Article 2.2.4 and 2.3.1 shall be modified by adding the following: "The Coordinating Architect shall prepare a schedule to include all work through the Bidding Phase. It shall be prepared from information provided by the Joint Venture Firms, the Owners, and the Owners representatives responsible for Owner provided services. 12.5 Article 2.6.1 and 3.4.18 shall be modified to delete the indication of sixty days (60) as the extent of the basic services for the Architect. The Architect shall provide as a part of the Basic Service, work required to secure the performance of the Contractor during the one (1) year guarantee period. This shall include work to secure performance under bonds, warranties, and guarantees, the correction of defective work and materials. 12.6 Article 2.6.5 shall be modified to include the stipulation that at a minimum the Architect shall visit the site two (2) times each week but shall visit the site as appropriate to the stage of the construction. 12.7 Article 2.6.8 shall be modified to include the stipulation that communication between the Joint Venture Architects and the Owner will generally be through the Coordinating Architect. The intent is for the Coordinating Architect to be in a position to coordinate the activities of all elements of the MPEC through clear communication among all parties.The Coordinating Architect shall act as a clearing house for all information flowing among the parties. B141-1987 10 12.8 Article 2.6.12 shall be modified to include the stipulation that the Architect's action on submittals shall be taken within fourteen (14) days of receipt at the office of the Architect. The Architect will only review submittals which have been checked and properly signed by the Contractor. The Architect shall submit the Owner's copy to the Coordinating Architect for review for conformance with the requirements of the total project,with specific emphasis on the continuity of materials and systems among the various components. The Coordinating Architect shall notify the Joint Venture of any items which should require further consideration within three (3) days. 12.9 Article 2.6.13 shall be modified to include as the last sentence in the Article the following: The Coordinating Architect shall review all change orders and change directives, as well as changes made by other instruments such as Field Reports and submittals as submitted by the Joint Venture Architects. 12.10 Article 2.6.14 shall be modified to read as follows: The Joint Venture Architect shall submit to the Coordinating Architect all closing documents, warranties, records and related documents to review and make recommendations to the Owner as to Action where required. 12.11 Article 2.6.15 shall be modified by substituting"within thirty(30) days"to define reasonable promptness and time limits. 12.12 Article 2.6.17 shall be deleted. 12.13 Article 2.6.18 shall be modified to state the Architect shall render decisions within thirty (30) days on all claims, etc. 12.14 Article 2.6.19 shall be deleted. 12.15 Article 3.3.7 shall be deleted. 12.16 Article 3.3.8, delete the words °arbitration proceeding." It is the intent of this modification to indicate that Arbitration is not an option in this Contract. 12.17 Article 3.4.16 shall be made a part of the basic service. Record drawings as defined by this contract shall be defined as the Joint Venture Architects providing a set of mylar sepia originals to the Coordinating Architect. The Coordinating Architect shall transfer all changes to the mylar sepias from record prints provided by the Contractor. 12.18 Article 3.4.20 shall be deleted. 12.19 Article 4.4 shall be modified to indicate the Owner's Representative shall be the Chairperson of the MPEC Committee, with the Co-Chairperson serving as the alternate representative in the absence of the Chairperson. 12.20 Article 4.6 shall be modified by deleting the words"when such services are requested by the Architect" from the first sentence. • 12.21 Article 4.6.1 shall define other consultants, whose services shall be provided by the Owner, as any consultant other than architectural, structural, mechanical, or electrical consultants. Other consultants, when approved in writing by the Owner, shall be employed by the Architect. The additional fee for the other consultants shall be authorized by and paid by the Owner. B141-1987 11 12.22 Article 4.7 shall be deleted. Any tests for structural, mechanical, chemical, air, water pollution, hazardous materials, or other laboratory or environmental required by the work shall be provided as agreed among all parties in writing at the time the need for the tests becomes apparent. Deletion of this article is in no way an indication it will be provided by the Joint Venture Architect or the Coordinating Architect. 12.23 Article 7 shall be deleted. 12.24 Article 10.2.1.1 shall be modified to include the following: transportation out of town shall be defined as trips required by the Owner for the Architect or the Coordinating Architect to take for the benefit of this project. The Owner shall pay the out-of-pocket expenses associated with the trip, the Architect shall pay the cost for his time and the time of this employees associated with the trips. 12.25 Article 10.2.1.2 shall be modified to indicate ten (10) sets of contract documents shall be provided to the Owner as a part of the Basic Service. All printing cost associated with preliminary planning and office work prints shall be a part of the Basic Service. All sets in addition to the ten (10) shall be at the expense of the Owner. 12.26 Article 10.2.1.3 shall be deleted. The Owner shall not pay the expenses of overtime work required as a part described in the basic services as a part of this project. 12.27 Article 10.2.1.5 shall be modified by adding the following sentence: it shall not be a requirement of the Architects nor the Coordinating Architect to purchase nor maintain Professional Liability Insurance." 12.28 Article 10.2.1.6 shall be modified to make all computer aided drafting and design equipment usage a part of the basic service. 12.29 The Texas Board of Architectural Examiners, Steck Executive Plaza, 8213 Shoal Creek Blvd., Suite 107, Austin, Texas 78758. Phone: 512-458-1363, has jurisdiction over individuals licensed under the Architects Registration Law, Article 249a, VTCS. 12.30 The Architect is aware of the Americans With Disabilities Act. The Architect will attempt to inform the Owner of the requirements of the act in reference to this Project. The Architect, to the best of his ability, will attempt to cause the Work to conform to the requirements of the Act. Because the interpretation of the requirements of the Act is legal in nature, not architectural, the Architect can not warrant nor guarantee that the work indicated in the Contract Documents prepared by the Architect conforms to the requirements of the Act. 12.31 The Owner and the Joint Venture Architects acknowledge the variables of cost of the construction, changing program and scope requirements, and the ability to raise the private sector funds. It is hereby agreed, that all elements of the MPEC shall progress through phases of the Architectural Services up to and including bidding. Only those portions of the work actually awarded to Contractors shall..proceed into Contract Administration. B141-1987 12 This Agreement entered into as the day and year first written above. OWNER ARCHITECT WICHITA COUNTY DAUGHERITY & GLOVER, INC. NICK GIPSON, COUNTY JUDGE DON G. DAUGHERITY, AIA Texas Registration No. 4069 OWNER ARCHITECT CITY OF WICHITA FALLS SID LITTEKEN-DESIGN CONCEPTS-ARCHITECTS MIKE LAM, MAYOR SYDNEY C. LITTEKEN Texas Registration No. 8666 B141-1987 13 T H E A M E R I C A N I N S T I T U T E O F A C H I T E C T • L AIA Document B141 Standard Form of Agreement Between n Architect Owne r and A c to of 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the TENTH (10TH) day of NOVEMBER in the year of Nineteen Hundred and Ninety-Two (1992) *1 BETWEEN the Owner: (Name and address) WICHITA COUNTY CITY OF WICHITA FALLS WICHITA COUNTY COURTHOUSE 1300 7TH STREET 900 7TH STREET WICHITA FALLS,TEXAS 76301 WICHITA FALLS, TEXAS 76301 and the Architect: MPEC AGRICULTURAL COMPLEX JOINT VENTURE (Name and address) 2629 PLAZA PARKWAY, SUITE A4 WICHITA FALLS, TEXAS 76308 For the following Project: (Include detailed description of Project, location, address and scope.) This Project is generally described as the agricultural area and show component of the Multipurpose Events Center. It shall contain a stall facility, a practice arena and show arena, and a show area. The ag element shall be master planned for approximately 250,000 sf with the initial phase of approximately 150,000 sf. The Project shall be as described in the report presented to the Wichita Falls City Council and the Wichita County Commissioners in May 1992. The site is on the north side of the Wichita River between Scott and Burnett Streets, and between the river and Wichita Street. • The Owner and Architect agree as set forth below. Copyright 1917,1926, 1948, 1951,1953, 1958,1961, 1963, 1966, 1967,1970, 1974,1977,©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C.20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT 8141 • OWNER•ARCHITECT AGREEMENT• FOURTEENTH EDITION•ALA' • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,:N.W,WASHINGTON,D.C.20006 B141-1987 1 *1 SEE ARTICLE 12.1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 schedule or construction budget, the Architect shall prepare. ARCHITECT'S RESPONSIBILITIES for approval by the Owner, Design Development Documents consisting of drawings and ocher documents to fix and describe 1.1 ARCHITECT'S SERVICES the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect,Architect's employees and Architect's *3 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost. and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi 2.4 CONSTRUCTION DOCUMENTS PHASE tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the 2.4.1 Based on the approved Design Development Docu- Architect shall submit for the Owner's approval a schedule for meats and any further adjustments in the scope or quality of the performance of the Architect's services which may be the Project or in the construction budget authorized by the adjusted as the Project proceeds, and shall include allowances Owner, the Architect shall prepare.for approval by the Owner. for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specifica- approval of submissions by authorities having jurisdiction over tions setting forth in detail the requirements for the construc- the Project. Time limits established by this schedule approved tion of the Project. by the Owner shall not,except for reasonable cause,be exceeded by the Architect or Owner. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract, and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. *3 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- SCOPE OF ARCHITECT'S BASIC SERVICES cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for 2.1.1 The Architect's Basic Services consist of those described the approval of governmental authorities having jurisdiction in Paragraphs 2.2 through 2.6 and any ocher services identified over the Project. in Article 12 as part of Basic Services,and include normal struc- tural, mechanical and electrical engineering services. 2.5 BIDDING OR NEGOTIATION PHASE 2.2 SCHEMATIC DESIGN PHASE 2.5.1 The Architect, following the Owners approval of the Construction Documents and of the latest preliminary estimate *2 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.2.2 The Architect shall provide a preliminary evaluation of 2.6 CONSTRUCTION PHASE—ADMINISTRATION *2 the Owner's program, schedule and construction budget OF THE CONSTRUCTION CONTRACT requirements, each in terms of the other,subject to the limita- tions set forth in Subparagraph 5.2.1. *5 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences 2.2.3 The Architect shall review with the Owner alternative with the award of the Contract for Construction and termi- approaches to design and construction of the Project. nates at the earlier of the issuance to the Owner of the final 2.2.4 Based on the mutually agreed-upon program, schedule Certificate for Payment or 60 days after the date of Substan and construction budget requirements, the Architect shall *2 tial Completion of the Work. * prepare, for approval by the Owner, Schematic Design Docu 3 2.6.2 The Architect shall provide administration of the Con- merits consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of components.scale and relationship of Project comp . AIA Document A201, General Conditions of the Contract for * • 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area,volume or otherwise provided in this Agreement. other unit costs. 2.6.3 Duties,responsibilities and limitations of authority of the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of *4 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably and any adjustments authorized by the Owner in the program, withheld. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION •11.0 • :i98 THE AMERICAN INSTITUTE OF ARCHITECTS, I-35 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.2oow B141-1987 2 *2 SEE ARTICLE 12.2 *4 SEE ARTICLE 12.4 *3 SEE ARTICLE 12.3 *5 SEE ARTICLE 12.5 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2) reviewed construction means, meth- and consult with the Owner(1)during construction until final ods. techniques.sequences or procedures.(3)reviewed copies payment to the Contractor is due, and(2)as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate rection period described in the Contract for Construction. The the Contractor's right to payment or(-t)ascertained how or for Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise on account of the Contract Sum. modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which *6 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally familiar tion of the intent of the Contract Documents,the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- meats. whether or not such Work is fabricated. installed or dance with the Contract Documents. However, the Architect completed. However,neither this authority of the Architect nor shall not be required to make exhaustive or continuous on-site a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On cise such authority shall give rise to a duty or responsibility of the basis of on-site observations as an architect, the .architect the Architect to the Contractor. Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers. their agents or employees or other per- the Work. and shall endeavor to guard the Owner against sons performing portions of the Work. defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as *8 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples. but only for the limited 2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques,sequences or procedures,or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con- solely the Contractor's responsibility under the Contract for . struction of the Owner or of separate contractors, while allow- Construction. The Architect shall not be responsible for the ing sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con- dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and corn- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of other persons performing portions of the Work. equipment or systems designed by the Contractor.all of which remain the responsibility of the Contractor to the extent 2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless *7 otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate ciallv authorized,the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect. Communications by and with the Archi- When professional certification of performance characteristics rec.'s consultants shall be through the Architect. of materials,systems or equipment is required by the Contract 2.6.9 Based on the Architect's observations and evaluations of Documents, the Architect shall be entitled to rely upon such certification Contractor's Applications for Payment, the Architect shall fication establish that the materials, systems or equip- the will meet the performance criteria required by the Con- review and certify the amounts due the Contractor. tract Documents. 2.6.10 The Architect's certification for payment shall consti- *9 2.6.13 The Architect shall prepare Change Orders and Con- tute a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and ment, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and that. to the best of the Architect's knowledge,information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- *102.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final cific qualifications expressed by the Architect.The issuance of a completion, shall receive and forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fled. However, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay- not be a representation that the Architect has(1)made exhaus- ment upon compliance with the requirements of the Contract tive or continuous on-site inspections to check the quality or Documents. MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION• Ali' • 1987 3 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1 735 NEW YORK AVENUE,N W.,WASHINGTON,D.C.20006 *6 SEE ARTICLE 12.6 *8 SEE ARTICLE 12.8 *7 SEE ARTICLE 12.7 *9 SEE ARTICLE 12.9 *10 SEE ARTICLE 12.10 *11 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- ceming performance of the Owner and Contractor under the tatives. the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work. either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights,responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings. Specifications or other drawings. When making such interpretations and initial deci- documents when such revisions are: sions. the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor.shall not show partiality .1 inconsistent with approvals or instructions previously to either.and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sary by adjustments in the Owner's program or Proj- *12 +.6.17 The architect's decisions on matters -1 '-- - •-e• ect budget: is effect shall be final i • - • . •-It. the intent expressed in .2 required by the enactment or revision of codes, laws • _2.eitll ocuments. or regulations subsequent to the preparation of such documents: or *13 2.6.18 The Architect shall render wctten decisions within a reasonable time on all claims,disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. Lion or progress of the Work as provided in the Contract significant Documents. 3.3.2 Providing services req uired because of gn ificant * changes in the Project including, but not limited to,size, q ual- 14 2,6,19 The Architect's decisions on claims, disput- • .c er icy, complexity, the Owner's schedule. or the method of bid- matters, including those in question b- • - • e Owner and ding or negotiating and contracting for construction,except for Contractor, except for rho - - g to aesthetic effect as pro- services required under Subparagraph 5.2.5. vided in Sub..••• .• _.6.17,shall be subject to arbitration as •r• -• tit this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- • ration and supporting data, evaluating Contractor's proposals. and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. ADDITIONAL SERVICES 3.3.4 Providing set-vices in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL revisions to Drawings.Specifications and ocher documentation resulting therefrom. 3.1.1 The services described in this Article 3 are not included 3.3.5 Providing consultation concerning replacement of Work in Basic Services unless so identified in Article 12,and they shall damaged by fire or other cause during construction, and fur be paid for the Owner as provided in this Agreement, in nishing services required in connection with the replacement . addition to the he compensation for Basic Services. The services of such Work. described under Paragraphs 3.2 and 3.-i shall only be provided if authorized or confirmed in writing by the Owner. If services 3.3.6 Providing services made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor.by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor,or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services* described under Paragraph 3.3 are not required, the Owner 15 3.3.7 Providing services in evaluating an umber o■ shall give prompt written notice to the Architect. If the Owner claims submitted by t•- -- or or others in connectio indicates in writing that all or part of such Contingent Addi- wit •- '. ;. tonal Services are not required,the Architect shall have no obli• 3.3.8 Providing set ices in connection with a public hearing, gation to provide those services. *1611th- -- nor legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate,separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding,negotia- described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Construe provide one or more Project Representatives to assist in carry- tion Documents Phase. ing out such additional on-site responsibilities. 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and*.1 directed by the Architect, and the Architect shall be compen- 2 3.4.1 Providing analyses of the Owner's needs and program- sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project. duties. responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or other special studies. Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement,unless 3.4.3 Providing planning surveys. site evaluations or corn- . otherwise agreed. paratiye studies of prospective sites. MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION• ALA, • C 198" THE A.IERICAN INSTITUTE OF ARCHITECTS. 1'35 NEW YORK AVENUE,N.W.,WASHINGTON.D C.201106 B141-1987 4 *2 SEE ARTICLE 12.2 *13 SEE ARTICLE 12.13 *16 SEE ARTICLE 12.16 *11 SEE ARTICLE 12.11 *14 SEE ARTICLE 12.14 *12 SEE ARTICLE 12.12 *15 SEE ARTICLE 12.15 3.4.4 Providing special surveys. environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project,including the Construction Cost.the Owner's other or others having jurisdiction over the Protect. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect, the Owner shall furnish evi- and equipment. dente that financial arrangements have been made to fulfill the 3.4.6 Providing services to investigate existing conditions or Owners obligations under this Agreement. facilities or to make measured drawings thereof. *19 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The ocher information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owners own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical 3.4.9 Providing services in connection with the work of a con- characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The szruction manager or separate consultants retained by the surveys and legal information shall include, as applicable. Owner. grades and lines of streets, alleys, pavements and adjoining *3 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way, restrictions. easements, encroachments. zoning, deed restric- 3.4.11 Providing detailed quantity surveys or inventories of dons, boundaries and contours of the site: locations, dimen- material, equipment and labor. sions and necessary data pertaining to existing buildings. other 3.4.12 Providing analyses of owning and operating costs. improvements and trees:and information concerning available utility services and lines, both public and private, above and 3.4.13 Providing interior design and ocher similar services below grade, including inverts and depths.All the information required for or in connection with the selection, procurement on the survey shall be referenced to a project benchmark. or installation of furniture, furnishings and related equipment.*20 4.6 The Owner shall furnish the services of geotechnical engi- 3.4.14 Providing services for planning tenant or rental spaces. neers!• • - -• • c itect Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not limited to test borings, test meat, or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests, *17 evaluations of hazardous materials,ground corrosion and resis- 3.4.16 Preparing a set of reproducible record drawings show- tivity tests, including necessary operations for anticipating sub- ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional based on marked-up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. *21 4.6.1 The Owner shall furnish the services of ocher consul- 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing,adjusting and balancing,preparation of of the Project and are requested by the Architect. operation and maintenance manuals, training personnel for operation and maintenance.and consultation during operation. 2 4.7 The Owner shall furnish structural. mechani -eh *5 air and water pollution tests, test • sous materials, and 3.4.18 Providing services after issuance to the Owner of the other laboratory .•- ironmental tests, inspections and final Certificate for Payment, or in the absence of a final Cer- r - uired by law or the Contract Documents. tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 4.8 The Owner shall furnish all legal.accounting and insurance counseling services as may be necessary at any time for the 3.4.19 Providing services of consultants for other than archi- project, including auditing services the Owner may require to tectural, structural, mechanical and electrical engineering por verify the Contractor's Applications for Payment or to ascertain lions of the Project provided as a part of Basic Services. how or for what purposes the Contractor has used the money *18 3,4.20 Providing any other services not • --- • c:uded in paid by or on behalf of the Owner. this Agreement or •. -_ . . y furnished in accordance •-• • •- .• v accepted architectural practice. 4.9 The services,information,surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives,schedule,constraints and cri- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, flexi- days prior to execution.The Owner shall not request certifica- bility, expandability, special equipment, systems and site Lions that would require knowledge or services beyond the requirements. scope of this Agreement. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION • AIA • -�l98' 5 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS. I-35 NEW YORK AVENUE,N`x,WASHINGTON,D C.20006 *3 SEE ARTICLE 12.3 *18 SEE ARTICLE 12.18 *21 SEE ARTICLE 12.21 *5 SEE ARTICLE 12.5 *19 SEE ARTICLE 12.19 *22 SEE ARTICLE 12.22 *17 SEE ARTICLE 12.17 *20 SEE ARTICLE 12.20 ARTICLE 5 .3 if the Project is abandoned. terminate in accordance with Paragraph 8.3; or CONSTRUCTION COST .4 cooperate in revising the Project scope and quality as 5.1 DEFINITION required to reduce the Construction Cost. 5.1.1 The Construction Cost shall be the total cost or esti 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4. the Architect, without additional charge,shall modify the Con- mated cost to the Owner of all elements of the Project designed tract Documents as necessary to comply with the fixed limit.if or specified by the Architect. established as a condition of this Agreement.The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Documents shall be the limit of the Architects market races of labor and materials furnished by the Owner and responsibility arising out of the establishment of a fixed limit. equipment designed, specified, selected or specially provided The Architect shall be entitled to compensation in accordance for by the Architect. plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tractor's overhead and profit. In addition. a reasonable allow- the Construction Phase is commenced. ante for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants. the costs of the land. SPECIFICATIONS AND OTHER DOCUMENTS rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings. Specifications and other documents pre- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Proiec: are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget, preliminary and, unless otherwise provided, the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law. struction Cost, if any, prepared by the Architect, represent the statutory and ocher reserved rights, including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro- the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Specifications and [her the Architect nor the Owner has control over the cost of ocher documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy•of the Project. The Archi- of determining bid prices,or over competitive bidding, market tect's Drawings.Specifications or other documents shall not be or negotiating conditions. Accordingly. the Architect cannot used by the Owner or others on other projects,for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement. estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect. sation to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing,proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget. unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto.If lion of the Architect's reserved rights. such a fixed limit has been established. the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials,equipment, com- ponent systems and types of construction are to be included in • the Contract Documents, to make reasonable adjustments in *'23 ARTICLE 7 the scope of the Project and to include in the Contract Docu- ARBITRATION menu alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits,if any,shall be increased in the amount of an 7.1 Claims, disputes or other matters in question •etween the increase in the Contract Sum occurring after execution of the parties to this Agreement arising out of or relay• to this Agree- Contract for Construction. ment or breach thereof shall be subject to • decided by arbi- 5.2.3 If the Bidding or Negotiation Phase has not commenced [ration in accordance with the Construe '•n Industry Arbitra- within 90 days after the Architect submits the Construction don Rules of the American Arbitratio •-sociation currently in Documents to the Owner,any Project budget or fixed limit of effect unless the parties mutually al.ee otherwise. Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the 7.2 Demand for arbitration s.-1 be filed in writing with the dace of submission of the Construction Documents to the other parry to this Agreem t and with the American Arbitra- Owner and the date on which proposals are sought. [ion Association:A dem... for arbitration shall be made within a reasonable time aft- the claim, dispute or other matter in 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- question has arisen. no event shall the demand for arbitration vided in Subparagraph 5.2.3) is exceeded by the lowest bona be made after t. date when institution of legal or equitable fide bid or negotiated proposal, the Owner shall: proceedings •. ed on such claim, dispute or other matter in .1 give written approval of an increase in such fixed question w- d be barred by the applicable statutes of limitations. limit; 7.3 N•, arbitration arising out of or relating to this Agreement .2 authorize rebidding or renegotiating of the Project sh. include,by consolidation,joinder or in any other manner, within a reasonable time; . additional person or entity not a party to this Agreement, AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•MA. •C1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 6 *23 SEE ARTICLE 12.23 *23 except by written consent containing a specific referen - o .2 Ten percent of the total compensation for Basic and this Agreement signed by the Owner, Architect. and •• other Additional Services earned to date if termination person or entity sought to be joined. Consent t. bitration occurs during the Design Development Phase; or involving an additional person or entity sh not constitute .3 Five percent of the total compensation for Basic and consent to arbitration of any claim. dispu - or other matter in Additional Services earned to date if termination question not described in the written . sent or with a person occurs during any subsequent phase. or entity net named or described- rein. The foregoing agree- ment to arbitrate and other cements to arbitrate with an additional person or entity •uly consented to by the parties to this Agreement shall .- specifically enforceable in accordance ARTICLE 9 with applicable la, in any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS 7.4 The aw. d rendered by the arbitrator or arbitrators shall be final. - judgment may be entered upon it in accordance with 9.1 Unless otherwise provided, this Agreement shall be gov- ap• • able law in any court having jurisdiction thereof. erred by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 :hose in AIA Document A201, Genera Conditions of the Con- tract for Construction, current as of the,:ate of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the pa ties to this Agreement 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act snail be deemed to have not less than seven days written notice should the ocher party accrued and the applicable statutes cf limitations shall tom fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Com- Agreement through no fault of the party initiating the termination. pletion for acts or failures to act occur: g prior to Substantial Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- 9.4 The Owner and Architect waive all rights against each table adjusted to provide for expenses incurred in the interrup other and against the contractors. consultants, agents and tion and resumption of the Architect's services. employees of the other for damages,but only to the extent cov- ered by property insurance during construction. except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201,General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement. The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for termination. sors,assigns and legal representatives of such ocher party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con- tect for services and expenses, the Architect may. upon seven sent of the ocher. days'written notice to the Owner,suspend performance of ser- vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- by the Architect within seven days of the date of the notice,the merit between the Owner and Architect and supersedes all suspension shall take effect without further notice. In the event prior negotiations, representations or agreements, either writ- of a suspension of services. the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of see ices. 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement,the Architect and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence,handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination. Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl(PCB)or other toxic substances. Basic Services and Additional Services earned to the time of ter- mination, as follows: 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned CO date if termination professional materials. The Architect's materials shall not occurs before or during the predesign,site analysis,or include the Owner's confidential or proprietary information if Schematic Design Phases; or the Owner has previously advised the Architect in writing of AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION •AIA' • C5.1 1987 7 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.`X'.WASHINGTON,D C.20006 *23 SEE ARTICLE 12.23 ' the specific nfotmauon considered by the Owner to be conti- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dermal or proprietary. The Owner snail provide professional credit for the Architect on the constriction sign and in the pro- 10.3.1 An initial payment as set forth in Paragraph 11.1 is the motional materials for the Project. minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- ARTICLE 10 vices performed within each phase of service, on the basis se: forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or=tended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be saianes of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2. the portion of the cost of their mandator.-and customary con- 10.3.4 and benefits related thereto. such as employment 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of the Project are deleted or taxes and other statutory employee benefits. insurance. sick otherwise not constructed.compensation for those portions of :cave. holidays. vacations, pensions and similar contributions the Project shall be payable to the extent services are P e r and benefits. formed on those portions. in accordance with the schedule set 10.2 REIMBURSABLE EXPENSES forth in Subparagraph 1 1?2.based ec,1)the lowest bona tide bid or negotiated proposal. or(2) if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compensa- received, the most recent preliminary estimate of Construction tion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such por- incurred by the Architect and Architect's employees and con- [ions of the Project. sultants in the interest of the Project,as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES *24 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project: expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly travel: long-distance communications: and fees paid for secur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. *25 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings, Specifications and other documents. *26 10.5.1 No deductions shall be made from the Architect's com- pensation If authorized in advance by the • _- ,zci� pensation on account of penalty, liquidated damages or ocher overtime work _ man regular races. sums withheld from payments CO contractors,or on account of 10.2.1.4 Expense of renderings,models and mock-ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. *27 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional liability insurance. requested by the Owner in excess of that normally carried by the Architect and 10.6.1 Records of Reimbursable Expenses and expenses per- Architect consultants. taming to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- *28 10.2.1.6 Expense of computer-aided design and drafting able to the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of N/A Dollars(s N/A shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2,and any other services included in Article 12 as part of Basic Services,Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation apply, if necessary.) The compensation for the project shall be on the basis of 6.65% of construction cost. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION•AL& • 2 l99 THEA,;_RICAN INSTITUTE OF ARCHITECTS. V35 NEwYORKAVENL'E.N.W.,WASHINGTON,D C 20000 B141-1987 8 *24 SEE ARTICLE 12.24 *27 SEE ARTICLE 12.27 *25 SEE ARTICLE 12.25 *28 SEE ARTICLE 12.28 *26 SEE ARTICLE 12.26 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Programming and Schematic skaythaminowarmicx Design Phase: Fifteen percent( 15%) Design Development Phase: Twenty percent(20%) Construction Documents Phase: Fourty percent(40%) Bidding or Negotiation Phase: Five percent(05%) Construction Phase: Twenty percent( 20%) Total Basic Compensation: one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2. compensation shall be com- puted as follows: ON AN HOURLY RATE AS FOLLOWS: PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FIELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT. as described in Articles 3 and 12, other than(1)Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants. compensation shall he computed as follows: (Insert basis of compensation. including rates cnidhrr multiples of Direct Personnel&pease fin•Principals and employees. and'dewily Principals and classify employees. rl required fdeitiji•specific services to which particular methods o1 compensation.apply. rl necessary.) ON AN HOURLY RATE AS FOLLOWS: . PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FIELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One & Two—Tenths ( 1.2 ) times the amounts billed to the Architect for such services. (identify specific types of consultants in Article i?. if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any other items included in Article 12 as Reimbursable Expenses,a multiple of One & Two—Tenths ( 1.2 )times the expenses incurred by the Architect,the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Fourty—Eight ( 48 )months of the date hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable Ten ( 10 ) 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. (Insert rate of interest agreed upon.) • (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and Archi- tect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision.Specific legal advice should he obtained with respect to deletion,or modifications. and also regarding requirements such as uraten disclosures or waivers.) 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•.A1A° • '19R' 9 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,NW,WASHINGTON,D.0 20006 ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 For the purpose of this contract, the MPEC Agricultural Complex Joint Venture shall be composed of the following firms: Daugherity&Glover, Inc., 2629 Plaza Parkway, Suite A4, Wichita Falls,Texas,76301, and Syd Litteken-Design Concepts-Architect,3012 9th Street, Wichita Falls, Texas, 76301. 12.2 Article 2.2.1, Article 2.2.2, Article 2.2.4 and Article 3.4.1 shall be modified to state that the Coordinating Architect shall prepare a Program in conjunction with the Joint Venture Architecture firms to express the total project goals and specific space and functional requirements in written form.The Coordinating Architect shall schedule meetings with the Owner, the interested parties as designated by the Owner and the Joint Venture Architectural firm associated with the component part of the MPEC. He shall prepare agenda to facilitate discussions, arrive at the requirements of the various functions and seek agreement and direction from the Owner as to the governing criteria. He shall coordinate any overlapping requirements of the various components. He shall prepare the written report of the meetings and shall finally assemble all information on all components into an organized program which shall be approved by all parties. The individual Joint Venture Architects shall attend meetings associated with their particular component and shall participate in the discussions and decisions. 12.3 Articles 2.2.4, 2.2.5, 2.3.2, 2.4.3, 3.4.10, shall be modified to include the following: The Coordinating Architect, in conjunction with the various Joint Venture Firms, shall prepare detailed cost estimates at each phase of the project. The Coordinating Architect shall provide these estimates using an R.S. Means Cost Estimating computer program. The estimates shall be prepared in conjunction with the Joint Venture Firms, who shall provide drawings, sketches, details, specifications, and verbal information to the Coordinating Architect for use in preparation of the estimates. The estimates shall be approved by the Joint Venture Firms prior to submission to the Owner. 12.4 Article 2.2.4 and 2.3.1 shall be modified by adding the following: "The Coordinating Architect shall prepare a schedule to include all work through the Bidding Phase. It shall be prepared from information provided by the Joint Venture Firms, the Owners, and the Owners representatives responsible for Owner provided services. 12.5 Article 2.6.1 and 3.4.18 shall be modified to delete the indication of sixty days (60) as the extent of the basic services for the Architect. The Architect shall provide as a part of the Basic Service, work required to secure the performance of the Contractor during the one (1) year guarantee period. This shall include work to secure performance under bonds, warranties, and guarantees, the correction of defective work and materials. 12.6 Article 2.6.5 shall be modified to include the stipulation that at a minimum the Architect shall visit the site two (2) times each week but shall visit the site as appropriate to the stage of the construction. 12.7 Article 2.6.8 shall be modified to include the stipulation that communication between the Joint Venture Architects and the Owner will generally be through the Coordinating Architect. The intent is for the Coordinating Architect to be in a position to coordinate the activities of all elements of the MPEC through clear communication among all parties.The Coordinating Architect shall act as a clearing house for all information flowing among the parties. B141-1987 10 12.8 Article 2.6.12 shall be modified to include the stipulation that the Architect's action on submittals shall be taken within fourteen (14) days of receipt at the office of the Architect. The Architect will only review submittals which have been checked and properly signed by the Contractor. The Architect shall submit the Owner's copy to the Coordinating Architect for review for conformance with the requirements of the total project, with specific emphasis on the continuity of materials and systems among the various components. The Coordinating Architect shall notify the Joint Venture of any items which should require further consideration within three (3) days. 12.9 Article 2.6.13 shall be modified to include as the last sentence in the Article the following: The Coordinating Architect shall review all change orders and change directives, as well as changes made by other instruments such as Field Reports and submittals as submitted by the Joint Venture Architects. 12.10 Article 2.6.14 shall be modified to read as follows: The Joint Venture Architect shall submit to the Coordinating Architect all closing documents, warranties, records and related documents to review and make recommendations to the Owner as to Action where required. 12.11 Article 2.6.15 shall be modified by substituting "within thirty (30) days" to define reasonable promptness and time limits. 12.12 Article 2.6.17 shall be deleted. 12.13 Article 2.6.18 shall be modified to state the Architect shall render decisions within thirty (30) days on all claims, etc. 12.14 Article 2.6.19 shall be deleted. 12.15 Article 3.3.7 shall be deleted. 12.16 Article 3.3.8, delete the words "arbitration proceeding." It is the intent of this modification to indicate that Arbitration is not an option in this Contract. 12.17 Article 3.4.16 shall be made a part of the basic service. Record drawings as defined by this contract shall be defined as the Joint Venture Architects providing a set of mylar sepia originals to the Coordinating Architect. The Coordinating Architect shall transfer all changes to the mylar sepias from record prints provided by the Contractor. 12.18 Article 3.4.20 shall be deleted. 12.19 Article 4.4 shall be modified to indicate the Owner's Representative shall be the Chairperson of the MPEC Committee, with the Co-Chairperson serving as the alternate representative in the absence of the Chairperson. 12.20 Article 4.6 shall be modified by deleting the words"when such services are requested by the Architect" from the first sentence. 12.21 Article 4.6.1 shall define other consultants, whose services shall be provided by the Owner, as any consultant other than architectural, structural, mechanical, or electrical consultants. Other consultants, when approved in writing by the Owner, shall be employed by the Architect. The additional fee for the other consultants shall be authorized by and paid by the Owner. 8141-1987 11 12.22 Article 4.7 shall be deleted. Any tests for structural, mechanical, chemical, air, water pollution, hazardous materials, or other laboratory or environmental required by the work shall be provided as agreed among all parties in writing at the time the need for the tests becomes apparent. Deletion of this article is in no way an indication it will be provided by the Joint Venture Architect or the Coordinating Architect. 12.23 Article 7 shall be deleted. 12.24 Article 10.2.1.1 shall be modified to include the following: transportation out of town shall be defined as trips required by the Owner for the Architect or the Coordinating Architect to take for the benefit of this project. The Owner shall pay the out-of-pocket expenses associated with the trip, the Architect shall pay the cost for his time and the time of this employees associated with the trips. 12.25 Article 10.2.1.2 shall be modified to indicate ten (10) sets of contract documents shall be provided to the Owner as a part of the Basic Service. All printing cost associated with preliminary planning and office work prints shall be a part of the Basic Service. All sets in addition to the ten (10) shall be at the expense of the Owner. 12.26 Article 10.2.1.3 shall be deleted. The Owner shall not pay the expenses of overtime work required as a part described in the basic services as a part of this project. 12.27 Article 10.2.1.5 shall be modified by adding the following sentence: "It shall not be a Y 9 9 requirement of the Architects nor the Coordinating Architect to purchase nor maintain Professional Liability Insurance.' 12.28 Article 10.2.1.6 shall be modified to make all computer aided drafting and design equipment usage a part of the basic service. 12.29 The Texas Board of Architectural Examiners, Steck Executive Plaza, 8213 Shoal Creek Blvd., Suite 107, Austin, Texas 78758. Phone: 512-458-1363, has jurisdiction over individuals licensed under the Architects Registration Law, Article 249a, VTCS. 12.30 The Architect is aware of the Americans With Disabilities Act. The Architect will attempt to inform the Owner of the requirements of the act in reference to this Project. The Architect, to the best of his ability, will attempt to cause the Work to conform to the requirements of the Act. Because the interpretation of the requirements of the Act is legal in nature, not architectural, the Architect can not warrant nor guarantee that the work indicated in the Contract Documents prepared by the Architect conforms to the requirements of the Act. 12.31 The Owner and the Joint Venture Architects acknowledge the variables of cost of the construction, changing program and scope requirements, and the ability to raise the private sector funds. It is hereby agreed, that all elements of the MPEC shall progress through phases of the Architectural Services up to and including bidding. Only those portions of the work actually awarded to Contractors shall proceed into Contract Administration. B141-1987 12 This Agreement entered into as the day and year first written above. OWNER ARCHITECT WICHITA COUNTY DAUGHERITY & GLOVER, INC. NICK GIPSON, COUNTY JUDGE DON G. DAUGHERITY, AIA Texas Registration No. 4069 OWNER ARCHITECT CITY OF WICHITA FALLS SYD LITTEKEN-DESIGN CONCEPTS-ARCHITECT MIKE LAM, MAYOR SYDNEY C. LITTEKEN Texas Registration No. 8666 B141-1987 13 1 'i A M A V .`4 J 1 , A a .. , .. _ AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the TENTH (10TH) day of NOVEMBER in the year of Nineteen Hundred and Ninety-Two (1992) *1 BETWEEN the Owner: WICHITA COUNTY CITY OF WICHITA FALLS (Name and aadress) WICHITA COUNTY COURTHOUSE 1300 7TH STREET 900 7TH STREET WICHITA FALLS,TEXAS 76301 WICHITA FALLS, TEXAS 76301 and the Architect: MPEC COLISEUM JOINT VENTURE (.Name and address) 906 BURNETT WICHITA FALLS, TEXAS 76301 For the following Project: (Include detailed description of Project, location, address and scope.) A new coliseum of approximately 10,000 seats (approximately 7,500 permanent seats and approximately 2,500 portable seats) complete with entry lobby/foyer, concession areas, toilets, loading docks and flooring systems as required to provide a completed coliseum building as described in the report presented to the Wichita Falls City Council and the Wichita County Commissioners in May 1992; the Project will be located on the south side of the Wichita River in Wichita Falls, Wichita County, Texas, between Scott Street, Burnett Street, 5th Street and the Wichita River. • The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951,1953, 1958, 1961, 1963,1966,1967,1970, 1974,1977,©1987 by The American Institute of Architects, 1735 New York Avenue, N.W.,Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the ALA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA' • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 1 *1 SEE ARTICLE 12.1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 schedule or construction budget, the Architect shall prepare, ARCHITECT'S RESPONSIBILITIES for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe 1.1 ARCHITECT'S SERVICES the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect, Architect's employees and Architect's *3 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost. and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- 2.4 CONSTRUCTION DOCUMENTS PHASE tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the 2.4.1 Based on the approved Design Development Docu- Architect shall submit for the Owner's approval a schedule for merits and any further adjustments in :he scope or quality of the performance of the Architect's _services which may be the Project or in the construction budget authorized by the adjusted as the Project proceeds, and shall include allowances Owner, the Architect shall prepare.for approval by the Owner. for periods of time required for the Owner's review and for Constriction Documents consisting of Drawings and Specifica- approval of submissions by authorities having jurisdiction over tions setting forth in detail the requirements for the construc- the Project. Time limits established by this schedule approved Lion of the Project. by the Owner shall not,except for reasonable cause,be exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract, and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. *3 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- SCOPE OF ARCHITECT'S BASIC SERVICES cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services,and include normal struc- tural, mechanical and electrical engineering services. 2.5 BIDDING OR NEGOTIATION PHASE 2.2 SCHEMATIC DESIGN PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate *2 2.2.1 The Architect shall review the program furnished by the of Construction Cos[, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.2.2 The Architect shall provide a preliminary evaluation of 2.6 CONSTRUCTION PHASE—ADMINISTRATION *2 the Owner's program, schedule and construction budget OF THE CONSTRUCTION CONTRACT requirements, each in terms of the other,subject to the limita- * tions set forth in Subparagraph 5.2.1. 5 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences 2.2.3 The Architect shall review with the Owner alternative with the award of the Contract for Construction and termi- approaches to design and construction of the Project. notes at the earlier of the issuance to the Owner of the final 2.2.4 Based on the mutually agreed-upon program, schedule Certificate for Payment or 60 days after the date of Substan- and construction budget requirements, the Architect shall tial Completion of the Work. *2 *3 prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con- *4 ments consisting of drawings and ocher documents illustrating tract for Construction as set forth below and in the edition of the scale and relationship of Project components. AIA Document A201, General Conditions of the Contract for *3 2.2.5 The Architect-shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area,volume or otherwise provided in this Agreement. other unit costs. 2.6.3 Duties,responsibilities and limitations of authority of the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of *4 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably and any adjustments authorized by the Owner in the program, withheld. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION • A1.0 • ©198" THE.AMERICAN INSTITUTE OF ARCHITECTS, I"35 NEW YORK AVENUE,N.W,WASHINGTON,D.C.2000o 8141-1987 2 *2 SEE ARTICLE 12.2 *4 SEE ARTICLE 12.4 '3 SEE ARTICLE 12.3 *5 SEE ARTICLE 12.5 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2) reviewed construction means, meth- and consult with the Owner(1) during construction until final ods, techniques, sequences or procec::res,(3)reviewed copies payment to the Contractor is due, and(2)as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time to time during the con- pliers and other data requested by ;-e Owner to substantiate rection period described in the Contract for Construction. The the Contractor's right to payment or ascertained how or for Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise on account of the Contract Sum. modified by written instrument. *6 2.6.11 The Architect shall have authority to reject Work which 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or acvisable for implementa- Owner and Architect in writing to become generally familiar lion of the intent of the Contract Documents,the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- meats. whether or not such Work :5 fabricated, installed or dance with the Contract Documents. However, the Architect completed.However,neither this authority of the Architect nor shall not be required to make exhaustive or continuous on-site a decision made in good faith either:c exercise or not to exer- insoections to check the quality or quantity of the Work. On cise such authority shall give rise to a duty or responsibility of the basis of on-site observations as an architect, the Architect the Architect to the Contractor. Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers. their agents or e mployees or ocher per- the Work, and shall endeavor to guard the Owner against sons performing portions of the Wo: . defects and deficiencies in the Work. (.More extensive site * representation may be agreed to as an additional Service, as 8 2.6.12 The Architect shall review anal approve or take other describes in Paragraph 3.2.) appropriate action upon Contractor s submittals such as Shop Drawings. Product Data and Samples. but only for the limited 2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques,sequences or procedures, or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in tne Work or in the con- solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors, while allow- Construction. The Architect shall not be responsible for the ing sufficient time in the Architect s professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con- dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and corn- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or tor. Subcontractors, or their agents or employees, or of any for substantiating instructions for insta'ation or performance of other persons performing portions of the Work. equipment or systems designed by the Contractor,all of which remain the responsibility of the Contractor to the extent 2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless *7 otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate cially authorized,the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect. Communications by and with the Ai-chi- When professional certification of performance characteristics tect's consultants shall be through the Architect. of materials,systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such 2.6.9 Based on the Architect's observations and evaluations of certification to establish that the materials, systems or equip- the Contractor's Applications for Payment, the Architect shall ment will meet the performance criteria required by the Con- review and certify the amounts due the Contractor. tract Documents. 2.6.10 The Architect's certification for payment shall consti- *9 2.6.13 The Architect shall prepare Change Orders and Con- tute a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and merit, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and that, to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- *102.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final cific qualifications expressed by the Architect.The issuance of a completion, shall receive and forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fled. However, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay- not be a representation that the Architect has(1)made exhaus- ment upon compliance with the requirements of the Contract tive or continuous on-site inspections to check the quality or Documents. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION•AIA0 • �E.,1987 3 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N'X',WASHINGTON.D C.20006 *6 SEE ARTICLE 12.6 *8 SEE ARTICLE 12.8 *7 SEE ARTICLE 12.7 *9 SEE ARTICLE 12.9 *10 SEE ARTICLE 12.10 *11 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- ceming performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work. either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights.responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings. Specifications or other drawings. When making such interpretations and initial deci- documents when such revisions are: sions. the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor,shall not show partiality .1 inconsistent with approvals or instructions previously to either, and shall not be liable for resuits of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sari by adjustments in the Owner's program or Proj- ect 12 ,- budget: '2.6.17 The Architect's decisions on matters - - e- tic effect shall be final i •• • • it the intent expressed in .2 required by the enactment or revision of codes, laws _ , , ocuments. or regulations subsequent to the preparation of such • documents: or *13 2.6.18 The Architect shall render written decisions within a reasonable time on all claims,disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. Lion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant *14 y,5 19 The Architects decisions on claims, disput . - .. er changes in the Project including, but not limited to, size, qual- ity, complexity. the Owner's schedule, or the method of bid- matters, including those in question b-• e Owner and ding or negotiating and contracting for construction,except for Contractor, except for rho - g to aesthetic effect as pro- services required under Subparagraph 5.2.5. vided in Sub•- -• -.6.17, shall be subject to arbitration as •r• -• in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals. and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL revisions to Drawings.Specifications and ocher documentation resulting therefrom. 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12,and they shall 3.3.5 Providing consultation concerning replacement of Work be paid for by the Owner as provided in this Agreement, in damaged by fire or other cause during construction, and fur addition to the compensation for Basic Services. The services nishing services required in connection with the replacement described under Paragraphs 3.2 and 3.-i shall only be provided of such Work. if authorized or confirmed in writing by the Owner. If services 3.3.6 Providing services made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor.by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor,or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction.services. If the mencing describeds under Paragraph Owner are not required. the sOwner*153.3.7 Providing services in evaluating an - -- ' umber of shall give prompt written notice to the Architect. If the Owner claims submitted by t - - Lor or others in connection indicates in writing that all or part of such Contingent Addi- wit • . clonal Services are not required.the Architect shall have no obli-*16 3.3.8 Providing services in connection with a public hearing, gation to provide those services. or legal proceeding except where the •3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate,separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding,negotia- described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Consttuc • provide one or more Project Representatives to assist in carry-lion Documents Phase. ing out such additional on-site responsibilities. 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and* directed by the Architect, and the Architect shall be compen- 2 3.4.1 Providing analyses of the Owner's needs and program- sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project. duties. responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or other special studies. Representatives shall be as described in the edition of AR Document B352 current as of the date of this Agreement,unless 3.4.3 Providing planning surveys. site evaluations or corn- otherwise agreed. parative studies of prospective sites. MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA/ • 198- THE AMERICAN INSTITUTE OF ARCHITECTS, I-35 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.201)0G B141-1987 4 *2 SEE ARTICLE 12.2 *13 SEE ARTICLE 12.13 *16 SEE ARTICLE 12.16 *11 SEE ARTICLE 12.11 *14 SEE ARTICLE 12.14 *12 SEE ARTICLE 12.12 *15 SEE ARTICLE 12.15 • 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for ' submissions required for approvals of governmental authorities the Project,including the Construction Cost,the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect, the Owner shall furnish evi- and equipment. dence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 3.4.6 Providing services to investigate existing conditions or . facilities or to make measured drawings thereof. *19 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The ocher information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site 3.4.9 Providing services in connection with the work of a con- of the Project, and a written legal description of the site. The struction manager or separate consultants retained by the surveys and legal information shall include. as applicable, Owner. grades and lines of streets, alleys, pavements and adjoining *3 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way, restrictions, easements. encroachments. zoning, deed restnc- 3.4.11 Providing detailed quantity surveys or inventories of Lions, boundaries and contours of the site: locations, dimen- material, equipment and labor. sions and necessary data pertaining to existing buildings, other 3.4.12 Providing analyses of owning and operating costs. improvements and trees:and information concerning available utility services and lines, both public and private, above and 3.4.13 Providing interior design and other similar services below grade, including inverts and depths.All the information required for or in connection with the selection, procurement on the survey shall be referenced to a project benchmark. or installation of furniture, furnishings and related equipment.*20 4.6 The Owner shall furnish the services of geotechnical engi- 3.4.14 Providing services for planning tenant or rental spaces. veers • •-• • -- -- - - --• - �•.b , - • c.itect Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not limited to test •orings, test • ment,or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,ground corrosion and resis- *17 3.4.16 Preparing a set of reproducible record drawings show- tivity tests. including necessary operations for anticipating cub- ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional based on marked-up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. *21 4.6.1 The Owner shall furnish the services of other consul- ' 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing,adjusting and balancing,preparation of of the Project and are requested by the Architect. • operation and maintenance manuals, training personnel for *2e4.7 The Owner shall furnish structural. mechani ` lcal *5 operation and maintenance,and consultation during operation. air and water pollution tests, test pus materials, and 3.4.18 Providing services after issuance to the Owner of the other laboratory •ironmentai tests, inspections and final Certificate for Payment, or in the absence of a final Cer- r •-=.•{•uired by law or the Contract Documents. tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 4.8 The Owner shall furnish all legal.accounting and insurance counseling services as may be necessary at any time for the 3.4.19 Providing services of consultants for ocher than archi- project, including auditing services the Owner may require to tectural, structural, mechanical and electrical engineering pot verify the Contractor's Applications for Payment or to ascertain tions of the Project provided as a part of Basic Services. how or for what purposes the Contractor has used the money *18 3.4.20 Providing any other services not• •'-- ' 6 c uded in paid by or on behalf of the Owner. this Agreement or • -- • y furnished in accordance n•• • :- .0 y accepted architectural practice. 4.9 The services,information,surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives,schedule,constraints and cri- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, flexi- days prior to execution. The Owner shall not request certifica- bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the requirements. scope of this Agreement. AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT• FOCRTEEN-H EDITION• A1A0 • ©1987 5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS.I-35 NEW YORK AVENUE.N W•WASHINGTON,D.C.20006 *3 SEE ARTICLE 12.3 *18 SEE ARTICLE 12.18 *21 SEE ARTICLE 12.21 *5 SEE ARTICLE 12.5 *19 SEE ARTICLE 12.19 *22 SEE ARTICLE 12.22 *17 SEE ARTICLE 12.17 *20 SEE ARTICLE 12.20 ARTICLE 5 .3 if the Project is abandoned. terminate in accordance with Paragraph 8.3: or CONSTRUCTION COST .4 cooperate in revising the Project scope and quality as 5.1 DEFINITION required to reduce the Construction Cost. 5.1.1 The Construction Cost shall be the rotal cost or esti 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4. mated cost to the Owner of all elements of the Project designed the Architect, without additional charge,shall modify the Con- or specified by the Architect. tract Documents as necessary to comply with the fixed limit. if established as a condition of this Agreement. The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Documents shall be the limit of the Architect's market rates of labor and materials furnished by the Owner and responsibility arising out of the establishment of a fixed limit. equipment designed. specified, selected or specially provided The Architect shall be entitled to compensation in accordance for by the Architect. plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tractor's overhead and profit. In addition, a reasonable allow- the Construction Phase is commenced. ante for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of OF ARCHITECT'S DRAWINGS, p USE O the Architect and Architect's consultants, the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and other documents pre- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST t pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget, preliminary and, unless otherwise provided. the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law, struction Cost. if any, prepared by the Architect, represent the statutory and other reserved rights, including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro- the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Specifications and Cher the Architect nor the Owner has control over the cost of other documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project.The Archi- of determining bid prices,or over competitive bidding,market tect's Drawings.Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on ocher projects,for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement, estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect. sation to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing,proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget. unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto.If tion of the Architect's reserved rights. such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials,equipment,com- ponent systems and types of construction are to be included in 1 the Contract Documents, to make reasonable adjustments in *23 ARTICLE 7 the scope of the Project and to include in the Contract Docu- ARBITRATION merits alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits,if any,shall be increased in the amount of an 7.1 Claims,disputes or other matters in question •etween the increase in the Contract Sum occurring after execution of the parties to this Agreement arising out of or relat••: to this Agree- Contract for Construction. ment or breach thereof shall be subject to • decided by arbi- 5.2.3 If the Bidding or Negotiation Phase has not commenced tration in accordance with the Construc '•n Industry Arbitra- within 90 days after the Architect submits the Construction Lion Rules of the American Arbitratio sociation currently in Documents to the Owner, any Project budget or fixed limit of effect unless the parties mutually a•;.ce otherwise. Construction Cost shall be adjusted to reflect changes in the 7.2 Demand for arbitration s•.I be filed in writing with the general level of prices in the construction industry between the other party to this Agreem t and with the American Arbitra- date of submission of the Construction Documents to the tion Association.A dem.•• for arbitration shall be made within Owner and the date on which proposals are sought. a reasonable time aft the claim, dispute or ocher matter in 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- question has arisen. no event shall the demand for arbitration vided in Subparagraph 5.2.3) is exceeded by the lowest bona be made after t• date when institution of legal or equitable fide bid or negotiated proposal, the Owner shall: proceedings •. ed on such claim, dispute or other matter in .1 give written approval of an increase in such fixed question w- d be barred by the applicable statutes of limitations. limit, 7.3 N-, arbitration arising out of or relating to this Agreement .2 authorize rebidding or renegotiating of the Project sh. include,by consolidation,joinder or in any other manner, within a reasonable time: additional person or entity not a party to this Agreement, AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA' •^x,1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 6 *23 SEE ARTICLE 12.23 .*23 except by written consent containing a specific referen - o .2 Ten percent of the total compensation for Basic and this Agreement signed by the Owner, Architect, and • • other Additional Services earned to date if termination person or entity sought to be joined. Consent t. bitration occurs during the Design Development Phase: or involving an additional person or entity sh not constitute .3 Five percent of the total compensation for Basic and consent to arbitration of any claim. dispu - or other matter in Additional Services earned to date if termination question not described in the written . sent or with a person occurs during any subsequent phase. or entity not named or described • rein. The foregoing agree- ment to arbitrate and other : cements to arbitrate with an additional person or entity duly consented to by the parties to ARTICLE 9 this Agreement shall .= specifically enforceable in accordance with applicable lay any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS 7.4 The aw. d rendered by the arbitrator or arbitrators shall be final. - judgment may be entered upon it in accordance with 9.1 Unless otherwise provided, this Agreement shall be gov- ap• ' able law in any court having jurisdiction thereof. erred by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 :hose in AIA Document 1201, General Conditions of the Con- tract for Construct:on,current as of the;ate of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement 8.1 This Agreement may be terminated by either party upon pertaining co acts or failures co act shall be deemed to have not less than seven days written notice should the ocher party accrued and the applicable statutes of limitations shall corn- fail substantially to perform in accordance with the terms of this mence to run not later than either the ace of Substantial Com Agreement through no fault of the parr initiating the termination. pietion for acs or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- 9.4 The Owner and Architect waive all rights against each tably adjusted to provide for expenses incurred in the interrup ocher and against the contractors, consultants, agents and tion and resumption of the Architect's services. employees of the other for damages,but only to the extent cov- ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A20 I,General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction. current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement.The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for termination. sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con- tect for services and expenses, the Architect may, upon seven sent of the other. days'written notice to the Owner,suspend performance of ser-- vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- bv the Architect within seven days of the date of the notice,the merit between the Owner and Architect and supersedes all suspension shall cake effect without further notice.In the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement,the Architect and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence,handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination. Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl(PCB)or ocher toxic substances. Basic Services and Additional Services earned to the time of ter- mination, as follows: 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign,site analysis,or include the Owner's confidential or proprietary information if Schematic Design Phases: or the Owner has previously advised the Architect in writing of MA DOCUMENT B141 • OWNER.ARCHITECT AGREEMENT• FOURTEENTH EDITION• AIA' • 11987 7 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS. I"35 NEW YORK AVENUE,N W'.WASHINGTON,D.C.20006 *23 SEE ARTICLE 12.23 the specific information considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dermal or propnetar:. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- 10.3.1 An initial payment as set forth in Paragraph 11.1 is the motional materials for the Project. minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and. where applicable. shall be in proportion to ser- ARTICLE 10 vices performed within each phase of service, on the basis se: forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2. the portion of the test of their mandatory and customary con 10.3.4 When compensation is based on a percentage of Con- tributions and benefits related thereto. such as employment struction Cost and any portions of the Project are deleted or taxes and other statutory employee benefits, insurance, sick leave. holidays. vacations, pensions and similar contributions otherwise not constructed.compensation for those portions of and benefits. the Project shall be payable to the extent services are per- formed on those portions. in accordance with the schedule se: forth in Subparagraph 11.2.2,based on(1)the lowest bona fide 10.2 REIMBURSABLE EXPENSES bid or negotiated proposal, or(2)if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compensa- received, the most recent preliminary estimate of Construction tors for Basic and Additional Services and include expenses Cost or detailed estimate of Constuxtion Cost for such por- incurred by the Architect and Architect's employees and con- eons of the Project. sultants in the interest of the Project,as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES *24 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project: expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly travel; long-distance communications; and fees paid for secur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. *25 10.2.1.2 Expense of reproductions. postage and handling of 10.5 PAYMENTS WITHHELD Drawings, Specifications and other documents. 10.5.1 No deductions shall be made from the Architect's com- pensation 10.2.1.3 If authorized in advance by the ••. • of pensation on account of penalty, liquidated damages or other overtime work ' . - - tnan regular rates. sums withheld from payments to contractors,or on account of 10.2.1.4 Expense of renderings,models and mock-ups requested the cost of changes in the Work ocher than those for which the by the Owner. Architect has been found to be liable. *27 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and 10.6.1 Records of Reimbursable Expenses and expenses per- Architect's consultants. twining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- *28 10.2.1.6 Expense of computer-aided design and drafting able to the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of N/A Dollars(S shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums, multiples or percentages. and idenn:j v phases to u inch particular methods of compensation apply. if necessan.) The compensation for the project shall be on the basis of 6.5% of construction cost. AIA DOCUMENT 8141 • O\t'NER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•ALAI • 195' THE AMERICAN INSTITUTE OF ARCHITECTS.1-35 NEW YORK AVENUE.NW.,WASHINGTON.D C 200% B141-1987 8 *24 SEE ARTICLE 12.24 *27 SEE ARTICLE 12.27 *25 SEE ARTICLE 12.25 *28 SEE ARTICLE 12.28 *26 SEE ARTICLE 12.26 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost,progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Programming and Schematic sioadmxxasigractyrx Design Phase: Fifteen percent( 15%) Design Development Phase: Twenty percent(20%) Construction Documents Phase: Fourty percent(40%) Bidding or Negotiation Phase: Five percent(05%) Construction Phase: Twenty percent( 20%) Total Basic Compensation: one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2. compensation shall be com- puted as follows: ON AN HOURLY RATE AS FOLLOWS: PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FiELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12. other than(1)Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (Insert basis of compensation. including rates andbr multiple,of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required Identify specific services to u•bicb particular methods of compensation apply. if necessary.) ON AN HOURLY RATE AS FOLLOWS: . PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FIELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional.structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One & Two—Tenths ( 1.2 ) times the amounts billed to the Architect for such services. (Identify specific'types of consultants in Article 12. if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any other items included in Article 12 as Reimbursable Expenses,a multiple of One & Two—Tenths ( 1.2 )times the expenses incurred by the Architect,the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Fourty-Eight ( 48 )months of the date hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable Ten ( 10 ) 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. (Insert rate of interest agreed upon.) (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and Archi- tect's principal places of business. the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to delettons or modifications, and also regarding requirements such ac mitten disclosures or waivers.) 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA° • (...,'19F1" 9 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1'35 NEW YORK AVENUE,N.W.WASHINGTON,D.C.20006 ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 For the purpose of this contract, the MPEC Coliseum Joint Venture shall be composed of the following firms: Bundy, Young, Sims & Potter, Inc., 906 Burnett Street, Wichita Falls,Texas 76301;Wingler&Sharp Architects&Planners, Inc., 1717 10th Street,Wichita Falls, Texas 76301; Douglas P. Seidel, 1814 9th Street, Wichita Falls, Texas 76301. 12.2 Article 2.2.1, Article 2.2.2, Article 2.2.4 and Article 3.4.1 shall be modified to state that the Coordinating Architect shall prepare a Program in conjunction with the Joint Venture Architecture firms to express the total project goals and specific space and functional requirements in written form.The Coordinating Architect shall schedule meetings with the Owner, the interested parties as designated by the Owner and the Joint Venture Architectural firm associated with the component part of the MPEC. He shall prepare agenda to facilitate discussions, arrive at the requirements of the various functions and seek agreement and direction from the Owner as to the governing criteria. He shall coordinate any overlapping requirements of the various components. He shall prepare the written report of the meetings and shall finally assemble all information on all components into an organized program which shall be approved by all parties. The individual Joint Venture Architects shall attend meetings associated with their particular component and shall participate in the discussions and decisions. 12.3 Articles 2.2.4, 2.2.5, 2.3.2, 2.4.3, 3.4.10, shall be modified to include the following: The Coordinating Architect, in conjunction with the various Joint Venture Firms, shall prepare detailed cost estimates at each phase of the project. The Coordinating Architect shall provide these estimates using an R.S. Means Cost Estimating computer program. The estimates shall be prepared in conjunction with the Joint Venture Firms, who shall provide drawings, sketches, details, specifications, and verbal information to the Coordinating Architect for use in preparation of the estimates. The estimates shall be approved by the Joint Venture Firms prior to submission to the Owner. 12.4 Article 2.2.4 and 2.3.1 shall be modified by adding the following: "The Coordinating Architect shall prepare a schedule to include all work through the Bidding Phase. It shall be prepared from information provided by the Joint Venture Firms, the Owners, and the Owners representatives responsible for Owner provided services. 12.5 Article 2.6.1 and 3.4.18 shall be modified to delete the indication of sixty days (60) as the extent of the basic services for the Architect. The Architect shall provide as a part of the Basic Service, work required to secure the performance of the Contractor during the one (1) year guarantee period. This shall include work to secure performance under bonds, warranties, and guarantees, the correction of defective work and materials. 12.6 Article 2.6.5 shall be modified to include the stipulation that at a minimum the Architect shall visit the site two (2) times each week but shall visit the site as appropriate to the stage of the construction. 12.7 Article 2.6.8 shall be modified to include the stipulation that communication between the Joint Venture Architects and the Owner will generally be through the Coordinating Architect. The intent is for the Coordinating Architect to be in a position to coordinate the activities of all elements of the MPEC through clear communication among all parties.The Coordinating Architect shall act as a clearing house for all information flowing among the parties. B141-1987 10 12.8 Article 2.6.12 shall be modified to include the stipulation that the Architect's action on submittals shall be taken within fourteen (14) days of receipt at the office of the Architect. The Architect will only review submittals which have been checked and properly signed by the Contractor. The Architect shall submit the Owner's copy to the Coordinating Architect for review for conformance with the requirements of the total project, with specific emphasis on the continuity of materials and systems among the various components. The Coordinating Architect shall notify the Joint Venture of any items which should require further consideration within three (3) days. 12.9 Article 2.6.13 shall be modified to include as the last sentence in the Article the following: The Coordinating Architect shall review all change orders and change directives, as well as changes made by other instruments such as Field Reports and submittals as submitted by the Joint Venture Architects. 12.10 Article 2.6.14 shall be modified to read as follows: The Joint Venture Architect shall submit to the Coordinating Architect all closing documents, warranties, records and related documents to review and make recommendations to the Owner as to Action where required. 12.11 Article 2.6.15 shall be modified by substituting "within thirty (30) days" to define reasonable promptness and time limits. 12.12 Article 2.6.17 shall be deleted. 12.13 Article 2.6.18 shall be modified to state the Architect shall render decisions within thirty (30) days on all claims, etc. 12.14 Article 2.6.19 shall be deleted. 12.15 Article 3.3.7 shall be deleted. 12.16 Article 3.3.8, delete the words"arbitration proceeding." It is the intent of this modification to indicate that Arbitration is not an option in this Contract. 12.17 Article 3.4.16 shall be made a part of the basic service. Record drawings as defined by this contract shall be defined as the Joint Venture Architects providing a set of mylar sepia originals to the Coordinating Architect. The Coordinating Architect shall transfer all changes to the mylar sepias from record prints provided by the Contractor. 12.18 Article 3.4.20 shall be deleted. 12.19 Article 4.4 shall be modified to indicate the Owner's Representative shall be the Chairperson of the MPEC Committee, with the Co-Chairperson serving as the alternate representative in the absence of the Chairperson. 12.20 Article 4.6 shall be modified by deleting the words"when such services are requested by the Architect' from the first sentence. 12.21 Article 4.6.1 shall define other consultants, whose services shall be provided by the Owner, as any consultant other than architectural, structural, mechanical, or electrical consultants. Other consultants, when approved in writing by the Owner, shall be employed by the Architect. The additional fee for the other consultants shall be authorized by and paid by the Owner. B141-1987 11 12.22 Article 4.7 shall be deleted. Any tests for structural, mechanical, chemical, air, water pollution, hazardous materials, or other laboratory or environmental required by the work shall be provided as agreed among all parties in writing at the time the need for the tests becomes apparent. Deletion of this article is in no way an indication it will be provided by the Joint Venture Architect or the Coordinating Architect. 12.23 Article 7 shall be deleted. 12.24 Article 10.2.1.1 shall be modified to include the following: transportation out of town shall be defined as trips required by the Owner for the Architect or the Coordinating Architect to take for the benefit of this project. The Owner shall pay the out-of-pocket expenses associated with the trip, the Architect shall pay the cost for his time and the time of this employees associated with the trips. 12.25 Article 10.2.1.2 shall be modified to indicate ten (10) sets of contract documents shall be provided to the Owner as a part of the Basic Service. All printing cost associated with preliminary planning and office work prints shall be a part of the Basic Service. All sets in addition to the ten (10) shall be at the expense of the Owner. 12.26 Article 10.2.1.3 shall be deleted. The Owner shall not pay the expenses of overtime work required as a part described in the basic services as a part of this project. 12.27 Article 10.2.1.5 shall be modified by adding the following sentence: "It shall not be a requirement of the Architects nor the Coordinating Architect to purchase nor maintain Professional Liability Insurance." 12.28 Article 10.2.1.6 shall be modified to make all computer aided drafting and design equipment usage a part of the basic service. 12.29 The Texas Board of Architectural Examiners, Steck Executive Plaza, 8213 Shoal Creek Blvd., Suite 107, Austin, Texas 78758. Phone: 512-458-1363, has jurisdiction over individuals licensed under the Architects Registration Law, Article 249a, VTCS. 12.30 The Architect is aware of the Americans With Disabilities Act. The Architect will attempt to inform the Owner of the requirements of the act in reference to this Project. The Architect, to the best of his ability, will attempt to cause the Work to conform to the requirements of the Act. Because the interpretation of the requirements of the Act is legal in nature, not architectural, the Architect can not warrant nor guarantee that the work indicated in the Contract Documents prepared by the Architect conforms to the requirements of the Act. 12.31 The Owner and the Joint Venture Architects acknowledge the variables of cost of the construction, changing program and scope requirements, and the ability to raise the private sector funds. It is hereby agreed, that all elements of the MPEC shall progress through phases of the Architectural Services up to and including bidding. Only those portions of the work actually awarded to Contractors shall proceed into Contract Administration. B141-1987 12 This Agreement entered into as the day and year first written above. OWNER ARCHITECT WICHITA COUNTY BUNDY, YOUNG, SIMS & POTTER, INC. NICK GIPSON, COUNTY JUDGE RICHARD H. BUNDY, AIA Texas Registration No. 6467 OWNER ARCHITECT CITY OF WICHITA FALLS WINGLER & SHARP ARCHITECTS & PLANNERS, INC. MIKE LAM, MAYOR ROBERT L. WINGLER, AIA Texas Registration No. 2066 ARCHITECT DOUGLAS PAUL SEIDEL ARCHITECT DOUGLAS PAUL SEIDEL Texas Registration No. 6587 6141-1987 13 0 .. A .,t C. A . , .,, .. .. AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the TENTH (10TH) day of NOVEMBER in the year of Nineteen Hundred and Ninety-Two (1992) BETWEEN the Owner: WICHITA COUNTY CITY OF WICHITA FALLS (game and address) WICHITA COUNTY COURTHOUSE 1300 7TH STREET 900 7TH STREET WICHITA FALLS,TEXAS 76301 WICHITA FALLS, TEXAS 76301 and the Architect: MPEC COORDINATING ARCHITECT (.dame and address) 4724 OLD JACKSBORO HIGHWAY WICHITA FALLS, TEXAS 76302-3055 *1 For the following Project: (Include detailed description of Project, location, address and scope.) The Project shall be generally described at the Multi-Purpose Events Center for Wichita Falls and Wichita County, Texas. It shall consist of a Coliseum of approximately 150,000 sf and seating for approximately 10,000 (approximately 7500 permanent and approximately 2500 portable); an Exhibit Hall of approximately 110,000 sf; an Agricultural Complex of a total master plan of approximately 240,000 sf with phase I of approximately 150,000 sf; associated parking, site drainage, recreational vehicle facilities, and landscaping; and shall be located on the North and South sides of the Wichita River in the City of Wichita Falls.The site shall be bounded by fifth street on the south and Wichita Street on the North and from Burnett Street on the West to Scott street on the East.The Project shall be as described in the report of the Multi-Purpose Events Center Committee as presented to the Wichita Falls City Council and the Wichita County Commissioners in May 1992. The work under this contract shall be described as the work of the Coordinating Architect. Generally this work is described as coordination between all parties associated with the project including the three Architectural Joint Venture firms,the City,The County, and parties as designated by the Owners as their representatives or resources.The work of the Coordinating Architect shall include the primary preparation of the Architectural Program, scheduling of the activities through the bidding process, and detailed cost estimating. The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951,1953,1958, 1961, 1963, 1966, 1967, 1970,1974, 1977,©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA° • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 1 *1 SEE ARTICLE 12.1 • TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT *2 ARTICLE 1 schedule or construction budget, the Architect shall prepare, ARCHITECT'S RESPONSIBILITIES for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe 1.1 ARCHITECT'S SERVICES the size and character of the Project as to architectural. struc- tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect,Architect's employees and Architect's* 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement 5 to the preliminary estimate of Construction Cost. and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi-*8 2 4 CONSTRUCTION DOCUMENTS PHASE tiously as is consistent with professional skill and care and the orderly progress of the Work.U.'pon reau the 2.4.1 Based on the approved Design Development Docu- Architect shall submit for the Owner's approval a schedule for ments and any further adjustments in the scope or quality of *3 the performance of the Architect's services which may be the Project or in the construction budget authorized by the adjusted as the Project proceeds, and shall include allowances Owner,the Architect shall prepare,for approval by the Owner, for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specifica- approval of submissions by authorities having jurisdiction over tions setting forth in detail the requirements for the construc- the Project. Time limits established by this schedule approved tion of the Project. by the Owner shall not,except for reasonable cause,be exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract, and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments • ARTICLE 2 *5 to previous preliminary estimates of Construction Cost indi- SCOPE OF ARCHITECT'S BASIC SERVICES cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for 2.1.1 The Architect's Basic Services consist of those described the approval of governmental authorities having jurisdiction in Paragraphs 2.2 through 2.6 and any other services identified over the Project. in Article 12 as part of Basic Services,and include normal struc- tural, mechanical and electrical engineering services. 2.5 BIDDING OR NEGOTIATION PHASE 2.2 SCHEMATIC DESIGN PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing *4 arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.2.2 The Architect shall provide a preliminary evaluation of*9 2.6 CONSTRUCTION PHASE—ADMINISTRATION *4 the Owner's program, schedule and construction budget OF THE CONSTRUCTION CONTRACT *3 requirements, each in terms of the other,subject to the limita- tions set forth in Subparagraph 5.2.1. 2.6.1 The Architect's responsibility to provide Basic Services *10 for the Construction Phase under this Agreement commences 2.2.3 The Architect shall review with the Owner alternative with the award of the Contract for Construction and termi- approaches to design and construction of the Project. Elates at the earlier of the issuance to the Owner of the final 2.2.4 Based on the mutually agreed-upon program, schedule Certificate for Payment or 60 days after the date of Substan- *3 and construction budget requirements, the Architect shall tial Completion of the Work. *4 prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con- ments consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of *5 the scale and relationship of Project components. ALA Document A201, General Conditions of the Contract for *6 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area,volume or otherwise provided in this Agreement. *5 other unit costs. 2.6.3 Duties, responsibilities and limitations of authority of the *7 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably *3 and any adjustments authorized by the Owner in the program, withheld. AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION •AIA • 198" THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 2 *2 SEE ARTICLE 12.2 *5 SEE ARTICLE 12.5 *8 SEE ARTICLE 12.8 *3 SEE ARTICLE 12.3 *6 SEE ARTICLE 12.6 *9 SEE ARTICLE 12.9 *4 SEE ARTICLE 12.4 *7 SEE ARTICLE 12.7 *10 SEE ARTICLE 12.10 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2) reviewed construction means, meth- and consult with the Owner(1) during construction until final ods. techniques. sequences or procedures,(3)reviewed copies payment to the Contractor is due, and(2)as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate rection period described in the Contract for Construction. The the Contractor's right to payment or(-i)ascertained how or for Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise on account of the Contract Sum. modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally familiar lion of the intent of the Contract Documents,the Architect will *11 with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- ments, whether or not such Work is fabricated, installed or dance with the Contract Documents. However, the Architect completed.However,neither this authority of the Architect nor shall not be required to make exhaustive or continuous on-site a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On cise such authority shall give rise to a duty or responsibility of the basis of on-site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers, their.agents or employees or other per- the Work, and shall endeavor to guard the Owner against sons performing portions of the Work. defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples. but only for the limited 2.6.6 The Architect shall not have control over or charge of *13purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques, sequences or procedures. or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con- solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors,while allow- Construction. The Architect shall not be responsible for the ing sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con- dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and corn- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of other persons performing portions of the Work. equipment or systems designed by the Contractor.all of which remain the responsibility of the Contractor to the extent 2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The *12 Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate cially authorized, the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect.Communications by and with the Archi- When professional certification of performance characteristics tea's consultants shall be through the Architect. of materials, systems or equipment is required by the Contract Documents. the Architect shall be entitled to rely upon such 2.6.9 Based on the Architect's observations and evaluations of certification to establish that the materials, systems or equip- the Contractor's Applications for Payment, the Architect shall ment will meet the performance criteria required by the Con- review and certify the amounts due the Contractor. tract Documents. 2.6.10 The Architect's certification for payment shall consti- 2.6.13 The Architect shall prepare Change Orders and Con- fute a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and ment, that the Work has progressed to the point indicated and *14execution in accordance with the Contract Documents, and that, to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final cific qualifications expressed by the Architect.The issuance of a *15completion, shall receive and forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fled. However, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay- not be a representation that the Architect has(1)made exhaus- ment upon compliance with the requirements of the Contract live or continuous on-site inspections to check the quality or Documents. AIA DOCUMENT 8141 • O`a-NER-ARCHITECT AGREEMENT• FOURTEENTH EDITION• AIA2 • ,.^.1987 3 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,NW.,WASHINGTON,D C.20006 *11 SEE ARTICLE 12.11 *14 SEE ARTICLE 12.14 *12 SEE ARTICLE 12.12 *15 SEE ARTICLE 12.15 *13 SEE ARTICLE 12.13 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- *16 cerning performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work, either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights.responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of 3.3,1 Making revisions in Drawings. Specifications or other drawings. When making such interpretations and initial deci- documents when such revisions are: sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor,shall not show partiality .1 inconsistent with approvals or instructions previously to either,and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sary by adjustments in the Owner's program or Proj- itect's decisions on matters relating to aesthe- ect budget; *1 7 tic effect shall be final t c• • -• s • the intent expressed in .2 required by the enactment or revision of codes, laws the Contract Documents. or regulations subsequent to the preparation of such documents: or 2.6.18 The Architect shall render written decisions within a *18 reasonable time on all claims,disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. tion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant e Architect's decisions on claims, disputes or other changes in the Project including, but not limited to, size, qual- * matters, inelA• � ••see question between the Owner and «y, complexity, the Owner's schedule, or the method of bid- 19 - ding or negotiating and contracting for construction,except for Contractor, except for tho - - • : CO aesthetic effect as pro- services required under Subparagraph 5.2.5. vided in Subparagraph 2.6.17, shall be • : to arbitration as provided in this Agreement and in the Contract •• •---• . 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL revisions to Drawings,Specifications and other documentation resulting therefrom. 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12,and they shall 3.3.5 Providing consultation concerning replacement of Work be paid for by the Owner as provided in this Agreement, in damaged by fire or other cause during construction, and fur- addition to the compensation for Basic Services. The services nishing services required in connection with the replacement described under Paragraphs 3.2 and 3.4 shall only be provided of such Work. if authorized or confirmed in writing by the Owner. If services 3.3.6 Providing services made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor,by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor,or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner*20 • • • e • •• services in evaluating an extensive number of shall give prompt written notice to the Architect. If the Owner claims submitted byte • - • •r others in connection indicates in writing that all or part of such Contingent Addi- wi • •- . • . tional Services are not required,the Architect shall have no obli- 3.3.8 Providin services in connection with a public hearing, gation to provide those services. *21 r edin or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate,separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding,negotia- described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Construc- provide one or more Project Representatives to assist in carry- ing out such additional on-site responsibilities. 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen-*4 3.4.1 Providing analyses of the Owner's needs and program- sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project. duties, responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or other special studies. Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement,unless 3.4.3 Providing planning surveys, site evaluations or com- otherwise agreed. parative studies of prospective sites. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA* • (c.:19/37 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 4 *4 SEE ARTICLE 12.4 *18 SEE ARTICLE 12.18 *20 SEE ARTICLE 12.20 *16 SEE ARTICLE 12.16 *19 SEE ARTICLE 12.19 *21 SEE ARTICLE 12.21 *17 SEE ARTICLE 12.17 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project,including the Construction Cost,the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect, the Owner shall furnish evi- and equipment. dence that financial arrangements have been made to fulfill the 3.4.6 Providing services to investigate existing conditions or Owner's obligations under this Agreement. facilities or to make measured drawings thereof. 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The other information furnished by the Owner. *24 Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site 3.4.9 Providing services in connection with the work of a con- of the Project, and a written legal description of the site. The struction manager or separate consultants retained by the surveys and legal information shall include, as applicable, Owner. grades and lines of streets, alleys, pavements and adjoining *5 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restric- 3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site; locations, dimen- material, equipment and labor. sions and necessary data pertaining to existing buildings, other 3.4.12 Providing analyses of owning and operating costs. improvements and trees;and information concerning available utility services and lines, both public and private, above and 3.4.13 Providing interior design and other similar services below grade, including inverts and depths.All the information required for or in connection with the selection, procurement on the survey shall be referenced to a project benchmark. or installation of furniture, furnishings and related equipment. 4.6 The Owner shall furnish the services of geotechnical engi- 3.4.14 Providing services for planning tenant or rental spaces*25 neerslWh2[T-trtrtreri riR r y tht 4rrhirPrrl Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not limited to test borings, test ment, or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,ground corrosion and resis- 3.4.16 Preparing a set of reproducible record drawings show- tivity tests, including necessary operations for anticipating sub- *22 ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional based on marked-up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul- 3.4.17 Providing assistance in the utilization of equipment or*26 tants when such services are reasonably required by the scope systems such as testing,adjusting and balancing,preparation of of the Project and are requested by the Architect. operation and maintenance manuals, training personnel for . - operation and maintenance,and consultation during operation* •wnper shall furnish structural, mechanical, chemical, 3.4.18 Providing services after issuance to the Owner of the 27 air and water o - - tests for hazardous materials, and *10 g other laboratory and environme - inspections and final Certificate for Payment, or in the absence of a final Cer- reports required by law or the Contract Documen . tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 4.8 The Owner shall furnish all legal,accounting and insurance 3.4.19 Providing services of consultants for other than archi- counseling services as may be necessary at any time for the tectural, structural, mechanical and electrical engineering por- Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain tions of the Project provided as a part of Basic Services. how or for what purposes the Contractor has used the money 3.4. ► - . '-• • v other services not otherwise included in paid by or on behalf of the Owner. *23 this Agreement or not cus • '• • us' hed in accordance with •enerallv acce.ted architectural .racti e. 4.9 The services,information,surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives,schedule,constraints and cri- submitted to the Architect for review and approval at least 14 feria, including space requirements and relationships, flexi- days prior to execution. The Owner shall not request cenifica- bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the requirements. scope of this Agreement. AIA DOCUMENT B141 •OWNER.ARCHITECT AGREEMENT• FOURTEENTH EDITION• AIA9 • ©1987 5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,NW.,WASHINGTON,D.C.20006 *5 SEE ARTICLE 12.5 *23 SEE ARTICLE 12.23 *26 SEE ARTICLE 12.26 *10 SEE ARTICLE 12.10 *24 SEE ARTICLE 12.24 *27 SEE ARTICLE 12.27 *22 SEE ARTICLE 12.22 *25 SEE ARTICLE 12.25 ARTICLE 5 .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or CONSTRUCTION COST .4 cooperate in revising the Project scope and quality as 5.1 DEFINITION required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.-+. 5.1.1 The Construction Cost shall be the total cost or esti- the Architect, without additional charge,shall modify the Con- mated cost to the Owner of all elements of the Project designed tract Documents as necessary to comply with the fixed limit.if or specified by the Architect. established as a condition of this Agreement.The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Documents shall be the limit of the Architects market rates of labor and materials furnished by the Owner and responsibility arising out of the establishment of a fixed limit. equipment designed. specified, selected or specially provided The Architect shall be entitled to compensation in accordance for by the Architect, plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tractor's overhead and profit. In addition, a reasonable allow- the Construction Phase is commenced. ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants, the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and other documents pre- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget, preliminary and, unless otherwise provided, the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law. struction Cost, if any, prepared by the Architect, represent the statutory and other reserved rights, including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro- the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Specifications and ther the Architect nor the Owner has control over the cost of other documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project.The Archi- of determining bid prices,or over competitive bidding,market tect's Drawings,Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects,for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement. estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect. sation to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing,proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget, unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto.If tion of the Architect's reserved rights. such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials,equipment,com- ponent systems and types of construction are to be included in . *28 the Contract Documents, to make reasonable adjustments in ARTICLE 7 the scope of the Project and to include in the Contract Docu- ARBITRATION ments alternate bids to adjust the Construction Cost to the fixed limit.Fixed limits,if any,shall be increased in the amount of an 7.1 Claim- disputes or other matters in question between the increase in the Contract Sum occurring after execution of the parties to this cement arising out of or relating to this Agree- Contract for Construction. ment or breach •ereof shall be subject to and decided by arbi- 5.2.3 If the Bidding or Negotiation Phase has not commenced tration in accordan - with the Construction Industry Arbitra- within 90 days after the Architect submits the Construction tion Rules of the Arne ' an Arbitration Association currently in Documents to the Owner, any Project budget or fixed limit of effect unless the parties tually agree otherwise. Construction Cost shall be adjusted to reflect changes in the 7.2 Demand for arbitration be filed in writing with the general level of prices in the construction industry between the other party to this Agreement • with the American Arbitra- date of submission of the Construction Documents to the tion Association.A demand for arbi tion shall be made within Owner and the date on which proposals are sought. a reasonable time after the claim, dis. to or other matter in 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- question has arisen.In no event shall the• • and for arbitration vided in Subparagraph 5.2.3) is exceeded by the lowest bona be made after the date when institution o -:al or equitable fide bid or negotiated proposal, the Owner shall: proceedings based on such claim, dispute or • er matter in .1 give written approval of an increase in such fixed question would be barred by the applicable statutes • limitations. limit; 7.3 No arbitration arising out of or relating to this Agre-ment .2 authorize rebidding or renegotiating of the Project shall include,by consolidation,joinder or in any other m. per, within a reasonable time; an additional person or entity not a party to this A:reemen AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•ALA. • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 6 *28 SEE ARTICLE 12.28 cept by written consent containing a specific reference to .2 Ten percent of the total compensation for Basic and this. • Bement signed by the Owner. Architect, and any other Additional Services earned CO date if termination person o -ntity sought to be joined. Consent to arbitration occurs during the Design Development Phase; or *28 involving an =•ditional person or entity shall not constitute .3 Five percent of the total compensation for Basic and consent to arbitra '•n of any claim, dispute or other matter in Additional Services earned to date if termination question not describe. •• the written consent or with a person occurs during any subsequent phase. • or entity not named or des 'bed therein. The foregoing agree- ment to arbitrate and other a: -ements to arbitrate with an additional person or entity duly co -nted to by the parties to ARTICLE 9 this Agreement shall be specifically en • cable in accordance with applicable law in any court having jun :'ction thereof. MISCELLANEOUS PROVISIONS 7.4 The award rendered by the arbitrator or arbitrate shall be v' v- final,and judgment may be entered upon it in accordant • nth 9.1 Unless otherwise provided, this Agreement shall be go applicable law in any court havin• urisdiction there. erred by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 those in AIA Document A201, General Conditions of the Con- tract for Construction,current as of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act shall be deemed to have not less than seven days' written notice should the other party accrued and the applicable statutes of limitations shall corn fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Com Agreement through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. • vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi 9.4 The Owner and Architect waive all rights against each • [ably adjusted to provide for expenses incurred in the interrup other and against the contractors. consultants, agents and don and resumption of the Architect's services. employees of the other for damages,but only to the extent cov- ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201,General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement. The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for termination. sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con- tect for services and expenses, the Architect may, upon seven sent of the other. days'written notice to the Owner,suspend performance of ser- vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- by the Architect within seven days of the date of the notice,the ment between the Owner and Architect and supersedes all suspension shall take effect without further notice.In the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement,the Architect and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence,handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination.Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl(PCB)or other toxic substances. Basic Services and Additional Services earned to the time of ter- mination, as follows: 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign,site analysis,or include the Owner's confidential or proprietary information if Schematic Design Phases; or the Owner has previously advised the Architect in writing of AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA' • 1987 7 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1 735 NEW YORK AVENUE,NW,WASHINGTON,D C.20006 *28 SEE ARTICLE 12.28 the specific information considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- 10.3.1 An initial payment as set forth in Paragraph 11.1 is the motional materials for the Project. minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to set- . ARTICLE 10 vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2. the portion of the cost of their mandatory and customary con 10.3.4 When compensation is based on a percentage of Con- tributions and benefits related thereto. such as employment p p g taxes and other statutory employee benefits, insurance, sick struction Cost and any portions of the Project are deleted or leave, holidays, vacations, pensions and similar contributions otherwise not constructed,compensation for those portions of and benefits. the Project shall be payable to the extent services are per- formed on those portions, in accordance with the schedule set 10.2 REIMBURSABLE EXPENSES forth in Subparagraph 11:2.2,based on(1)the lowest bona fide bid or negotiated proposal, or(2)if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compensa received, the most recent preliminary estimate of Construction tion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such pox incurred by the Architect and Architect's employees and con- bons of the Project. sultants in the interest of the Project,as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional *29 Project; expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly travel; long-distance communications; and fees paid for recur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. *30 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings. Specifications and other documents. 10.5.1 No deductions shall be made from the Architect's com- *31 10. . . • vance by the Owner, expense of pensation on account of penalty, liquidated damages or other overtime work requiring higher than regu — sums withheld from payments to contractors,or on account of 10.2.1.4 Expense of renderings, models and mock-ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS *32 including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and 10.6.1 Records of Reimbursable Expenses and expenses per- Architects consultants. taining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- *33 10.2.1.6 Expense of computer-aided design and drafting able to the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of N/A Dollars(S N/A shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES,as described in Article 2,and any other services included in Article 12 as part of Basic Services,Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation apply, if necessary.) The compensation shall be on the basis of 0.75%of the combined cost of construction of the work defined in the contracts of the other MPEC Joint Venture Architectural Firms. MA DOCUMENT B141 • OWNER.ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA/ • x)198- THE AMERICAN INSTITUTE OF ARCHITECTS,135 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 8 *29 SEE ARTICLE 12.29 *32 SEE ARTICLE 12.32 *30 SEE ARTICLE 12.30 *33 SEE ARTICLE 12.33 *31 SEE ARTICLE 12.31 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as apprnprrate.) Programming and Schematic 3iotexatihmoi'iwi't1t e; Design Phase: Fifteen percent; 15%) Design Development Phase: Twenty percent( 20%) Construction Documents Phase: Fourty percent(40%) Bidding or Negotiation Phase: Five percent(05%) Construction Phase: Twenty percent i 20%) Total Basic Compensation: one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES. as described in Paragraph 3.2.compensation shall be com- puted as follows: ON AN HOURLY RATE AS FOLLOWS: PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FIELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT. as described in Articles 3 and 12. other than(I)Additional Project Representation. as described in Paragraph 3.2, and(2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (/n.cert bap.,,y compensation. including rates antlbr multiplex of Direct Personnel b..:cperrse/or Principals and employees.and:.:enujl'Principals and ctosshr employees. it required identify cpeci/ic xerrrCeS to 0)0,particular metboas,/compensation app(,: i/necessary) ON AN HOURLY RATE AS FOLLOWS: . PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FIELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One & Two—Tenths ( 1.2 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12. if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any other items included in Article 12 as Reimbursable Expenses.a multiple of One & Two—Tenths ( 1.2 )times the expenses incurred by the Architect,the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Fourty—Eight ( 48 )months of the dace hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable Ten ( 10 ) 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. (Insert rate of interest agreed upon.) (Usury lairs and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and.i rcbi tect's principal places of business. the location of the Project and elsewhere may affect the validity of this provisin. Specific legal advice should be obtained with respect to deietmnc or modifications. and also regarding requirements such as written disclosures or waivers.) MA DOCUMENT B141 • OWNER.ARCHITECT AGREEMENT • FOURTEENTH EDITION•AIA! • 198- 9 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1'35 NEW YORK AVENUE.N':.WASHINGTON.D C.2000(, ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 For the purpose of this contract the MPEC Coordinating Architect shall be Harper Perkins Architects, Inc., 4724 Old Jacksboro Highway, Wichita Falls, Texas, 76302-3599. 12.2 For the purpose of this contract the term Architect shall be changed to Coordinating Architect. 12.3 Articles 1.1.2, 2.2.2, 2.2.4, and 2.3.1 shall be modified to delete the words "Upon request of the Owner..."from the second sentence of Article 1.1.2 and by adding the following to clarify the term schedule: "The Coordinating Architect shall prepare a schedule to include all work through the Bidding Phase. It shall be prepared from information provided by the Joint Venture Firms, the Owners, and the Owners representatives responsible for Owner provided services. The schedule shall include the activities of these parties. The schedule shall be updated at intervals as necessary but not less than once each month. 12.4 Article 2.2.1, Article 2.2.2, Article 2.2.4 and Article 3.4.1 shall be modified to state that the Coordinating Architect shall prepare a Program in conjunction with the Joint Venture Architecture Firms to express the total project goals and specific space and functional requirements in written form. The Coordinating Architect shall schedule meetings with the Owner, the interested parties as designated by the Owner, and the Joint Venture Architectural Firm associated with the component part of the MPEC. He shall prepare an agenda to facilitate discussions, arrive at the requirements of the various functions and seek agreement and direction from the Owner as to the governing criteria. He shall coordinate any overlapping requirements of the various components. He shall prepare the written report of the meetings and shall finally assemble all information on all components into an organized program which shall be approved by all parties. The individual Joint Venture Architects shall attend meetings associated with their particular component and shall participate in the discussions and decisions. 12.5 Articles 2.2.4, 2.2.5, 2.3.2, 2.4.3, and 3.4.10, shall be modified to include the following: The Coordinating Architect, in conjunction with the various Joint Venture Firms, shall prepare detailed cost estimates at each phase of the project. The Coordinating Architect shall provide these estimates using a R.S. Means Cost Estimating computer program. The estimates shall be prepared in conjunction with the Joint Venture Firms, who shall provide drawings, sketches, details, specifications, and verbal information to the Coordinating Architect for use in preparation of the estimates. The estimates shall be approved by the Joint Venture Firms prior to submission to the Owner. 12.6 Article 2.2.4 shall be modified to delete from the work of the Coordinating Architect the preparation of the Schematic Design Documents. Add the following: "The work of the Coordinating Architect in the Schematic Design Phase shall be to coordinate the work of the various Joint Venture Firms in their preparation of the schematic design documents. He shall facilitate the discussions among the various Joint Venture Firms and the Owner in the preparation of the schematic design. He shall coordinate the functions and relationships among the various elements and the site. He shall meet with the MPEC Architectural Steering Committee to facilitate discussions and consensus of the schematic design for presentation to the Owner. B141-1987 10 12.7 Article 2.3.1 shall be modified to delete from the work of the Coordinating Architect the preparation of the Design Development Documents. Add the following: The work of the Coordinating Architect in the Design Development Phase shall be to coordinate the work of the various Joint Venture Firms in their preparation of the Design Development Documents. He shall facilitate the discussions among the various Joint Venture Firms and the Owner in the preparation of the Design Development Documents. He shall coordinate the functions and relationships among the various elements and the site and shall coordinate selection of materials, systems and design concepts among the elements to form a cohesive total complex. He shall meet with the MPEC Architectural Steering Committee to facilitate discussions and consensus of the Design Development documents for presentation to the Owner. 12.8 Article 2.4 shall be modified to delete the indication of the Coordinating Preparation of the Construction Document Drawings. The article shall be modified to include the following: "The Coordinating Architect shall meet with the MPEC Architectural Steering Committee and the Owner throughout the preparation of the Construction Documents to facilitate discussions and decisions which will be consistent throughout all elements of the MPEC. He shall prepare the project specification manuals for each element in conjunction with the individual Joint Venture Firms. The Coordinating Architect shall review all documents for consistency between the program, the Schematic Design and the Design Development drawings. The Coordinating Architect shall also review all contract documents to assist in the quality control within the documents and among the documents of the various Joint Venture Firms. He shall make recommendations to the various Joint Venture Firms relative to consistency within those documents. 12.9 Article 2.6 shall be generally modified to indicate the primary functions of the administration of the construction contract shall be the responsibility of the Joint Venture Architects. The work of the Coordinating Architect shall be to assist the Joint Venture Firms to provide Project Administration as set forth in Article 2.6. He shall act as the Owner's agent in reviewing the shop drawings as presented by the Joint Venture Firms, in reviewing the Certificates of Payment, in preparation of various color schedules, keying schedules and other decisions where Owner approval is required. He shall consult with the Owner on all such decisions and shall coordinate the responses to be consistent with all elements. 12.10 Article 2.6.1 and 3.4.18 shall be modified to delete the indication of sixty (60) days as the extent of the Basic Services for the Architect. The Architect shall provide as a part of the Basic Service, work required to secure the performance of the Contractor during the one (1) year guarantee period. This shall include work to secure performance under bonds and warranties, and guarantees the correction of defective work and materials. 12.11 Article 2.6.5 shall be modified to include the stipulation that at a minimum the Coordinating Architect shall visit the site two (2) times each week, but site visits shall be as appropriate to the stage of the construction. 12.12 Article 2.6.8 shall be modified to include the stipulation that communication between the Joint Venture Architects and the Owner will generally be through the Coordinating Architect. The intent is for the Coordinating Architect to be in a position to coordinate the activities of all elements of the MPEC through clear communication among all parties. The Coordinating Architect shall act as a clearing house for all information flowing among the parties. 12.13 Article 2.6.12 shall be modified to include the stipulation that the Architect's action on submittals shall be taken within fourteen (14) days of receipt at the office of the Architect. The Architect will only review submittals which have been checked and properly signed by the Contractor. The Architect shall submit the Owner's copy to the Coordinating Architect for review for conformance with the requirements of the total project,with specific emphasis on the continuity of materials and systems among the various components. The Coordinating Architect shall complete his review and respond to the Joint Venture Architect within three (3) days of receipt for the submittal from the Joint Venture Firms. B141-1987 11 12.14 Article 2.6.13 shall be modified to include as the last sentence in the Article the following: The Coordinating Architect shall review all change orders and change directives, as well as changes made by other instruments such as Field Reports and submittals as submitted by the Joint Venture Architects. He shall transmit those documents to the Owner for action." 12.15 Article 2.6.14 shall be modified to add the following: "The Joint Venture Architect shall submit to the Coordinating Architect all closing documents, warranties, records, and related documents, to review and make recommendations to the Owner as to Action where required. 12.16 Article 2.6.15 shall be modified by substituting "within thirty (30) days" to define reasonable promptness and time limits. 12.17 Article 2.6.17 shall be deleted. 12.18 Article 2.6.18 shall be modified to state the Architect shall render decisions within thirty (30) days on all claims, etc. 12.19 Article 2.6.19 shall be deleted. 12.20 Article 3.3.7 shall be deleted. 12.21 Article 3.38, delete the words "arbitration proceeding." It is the intent of this modification to indicate that Arbitration is not an option in this Contract. 12.22 Article 3.4.16 shall be made a part of the Basic Service. Record drawings as defined by this contract shall be the Joint Venture Architects providing a set of mylar sepia originals to the Coordinating Architect. The Coordinating Architect shall transfer all changes to the mylar sepia from record prints provided by the Contractor. 12.23 Article 3.4.20 shall be deleted. 12.24 Article 4.4 shall be modified to indicate the Owner's Representative shall be the Chairperson of the MPEC Committee, with the Co-Chairperson serving as the alternate representative in the absence of the Chairperson. 12.25 Article 4.6 shall be modified by deleting the words "when such services are requested by the Architect" from the first sentence. 12.26 Article 4.6.1 shall define other consultants,whose services shall be provided by the Owner, as any consultant other than architectural, structural, mechanical, or electrical consultants. Other consultants, when approved in writing by the Owner, shall be employed by the Architect. The additional fee for the other consultants shall be authorized by and paid by the Owner. 12.27 Article 4.7 shall be deleted. Any tests for structural, mechanical, chemical, air, water pollution, hazardous materials, or other laboratory or environmental required by the work shall be provided as agreed among all parties in writing at the time the need for the tests becomes apparent. Deletion of this article is in no way an indication it will be provided by the Joint Venture Architect or the Coordinating Architect. 12.28 Article 7 shall be deleted. 12.29 Article 10.2.1.1 shall be modified to include the following: "Transportation out of town shall be defined as trips required by the Owner for the Architect or the Coordinating Architect to take for the benefit of this project. The Owner shall pay the out-of-pocket expenses associated with the trip; the Architect shall pay the cost for his time and the time of his employees associated with the trips." B141-1987 12 f - 12.30 Article 10.2.1.2 shall be modified to indicate ten (10) sets of drawings shall be provided to the Owner by the Joint Venture Firms as a part of the Basic Service. The Coordinating Architect shall provide ten (10) sets of the Project Manuals to the Owner as a part of the Basic Services. All printing costs associated with preliminary planning and office work prints shall be a part of the Basic Service. All sets in addition to the ten (10) shall be at the expense of the Owner. 12.31 Article 10.2.1.3 shall be deleted. The Owner shall not pay the expenses of overtime work required as a part described in the Basic Services as a part of this project. 12.32 Article 10.2.1.5 shall be modified by adding the following sentence: "It shall not be a requirement of the Architects nor the Coordinating Architect to purchase nor maintain Professional Liability Insurance." 12.33 Article 10.2.1.6 shall be modified to make all computer aided drafting and design equipment usage a part of the Basic Service. • 12.34 The Texas Board of Architectural Examiners, Steck Executive Plaza,8213 Shoal Creek Blvd.,Suite 107, Austin,Texas 78758. Phone: 512-458-1363, has jurisdiction over individuals licensed under the Architects Registration Law, Article 249a, VTCS. 12.35 The Architect is aware of the Americans With Disabilities Act. The Architect will attempt to inform the Owner of the requirements of the Act in reference to this Project. The Architect, to the best of his ability, will attempt to cause the Work to conform to the requirements of the Act. Because the interpretation of the requirements of the Act is legal in nature, not architectural, the Architect can not warrant nor guarantee that the work indicated in the Contract Documents prepared by the Architect conforms to the requirements of the Act. This Agreement entered into as the day and year first written above. OWNER ARCHITECT WICHITA COUNTY HARPER PERKINS ARCHITECTS, INC. NICK GIPSON, COUNTY JUDGE RALPH B. PERKINS, AIA Texas Registration No. 5871 OWNER CITY OF WICHITA FALLS MIKE LAM, MAYOR B141-1987 13 T H E A M E R I C A :! I N T IT u T E U r A it L. n • L` AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the TENTH (10TH) day of NOVEMBER in the year of Nineteen Hundred and Ninety-Two (1992) *1 BETWEEN the Owner: WICHITA COUNTY CITY OF WICHITA FALLS (Name and address) WICHITA COUNTY COURTHOUSE 1300 7TH STREET 900 7TH STREET WICHITA FALLS,TEXAS 76301 WICHITA FALLS, TEXAS 76301 and the Architect: MPEC EXHIBIT HALL JOINT VENTURE 5 EUREKA CIRCLE, SUITE B (Name and address) WICHITA FALLS, TEXAS 76308 • For the following Project: (Include detailed description of Project, location, address and scope.) This Project is generally described as the Exhibit Hall Component of the Multi-Purpose Events Center. The Exhibit Hall will generally consist of approximately 110,000 sf of space containing exhibit halls,restrooms,kitchen facilities, and office spaces. The Exhibit Hall shall join the Coliseum element. The project shall be generally as described in the report presented to the Wichita Falls City Council and the Wichita County Commissioners in May 1992; The site is on the south side of the Wichita River in Wichita Falls, Wichita County, Texas, between Scott Street, Burnett Street, 5th Street, and the Wichita River. The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951,1953,1958, 1961, 1963,1966,1967,1970, 1974,1977,©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT 8141 • OWNER.ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA'D • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 1 *1 SEE ARTICLE 12.1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 schedule or construction budget, the Architect shall prepare, ARCHITECT'S RESPONSIBILITIES for approval by the Owner, Design Development Documents consisting of drawings and ocher documents to fix and describe 1.1 ARCHITECT'S SERVICES the size and character of the Project IS to architectural, struc- tural. mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect. Architect's employees and Architect's *3 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost. and any ocher services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- 2.4 CONSTRUCTION DOCUMENTS PHASE ciously as is consistent with professional skill and care and the orderly progress of the Work. Loon request of the Owner, the 2.4.1 Based on the approved Design Development Docu- Architect shall submit for the Owner's approval a schedule for merits and any further adjustments in :he scope or quality of the performance of the Architect's services which may be the Project or in the construction budget authorized by the adjusted as the Project proceeds, and shall include allowances Owner, the Architect shall prepare.for approval by the Owner, for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specifica- approval of submissions by authorities having jurisdiction over tions setting forth in detail the requirements for the construc- the Project. Time limits established by this schedule approved Lion of the Project. by the Owner shall not,except for reasonable cause,be exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. P P the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract,and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. *3 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- SCOPE OF ARCHITECT'S BASIC SERVICES cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for 2.1.1 The Architect's Basic Services consist of those described the approval of governmental authorities having jurisdiction in Paragraphs 2.2 through 2.6 and any other services identified over the Project. in Article 12 as part of Basic Services,and include normal struc- tural, mechanical and electrical engineering services. 2.5 BIDDING OR NEGOTIATION PHASE 2.2 SCHEMATIC DESIGN PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate `.• 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.2.2 The Architect shall provide a preliminary evaluation of 2.6 CONSTRUCTION PHASE—ADMINISTRATION *2 the Owner's program, schedule and construction budget OF THE CONSTRUCTION CONTRACT requirements, each in terms of the ocher,subject to the limita- tions set forth in Subparagraph 5.2.1. 5 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences 2.2.3 The Architect shall review with the Owner alternative with the award of the Contract for Construction and termi- approaches to design and construction of the Project. Hates at the earlier of the issuance to the Owner of the final 2.2.4 Based on the mutually agreed-upon program, schedule Certificate for Payment or 60 days after the dace of Subscan- * and construction budget requirements, the Architect shall tial Completion of the Work. *3 prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con- ments consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of *4 the scale and relationship of Project components. ALA Document A201, General Conditions of the Contract for *3 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area,volume or otherwise provided in this Agreement. ocher unit costs. 2.6.3 Duties,responsibilities and limitations of authority of the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of *4 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably and any adjustments authorized by the Owner in the program, withheld. • AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION •AIA • G'198" THE AMERICAN INSTITUTE OF ARCHITECTS, 1-35 NEW YORK AVENUE,NV.,WASHINGTON.D.C.20006 B141-1987 2 *2 SEE ARTICLE 12.2 *4 SEE ARTICLE 12.4 *3 SEE ARTICLE 12.3 *5 SEE ARTICLE 12.5 f • 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work. (2) reviewed construction means, meth- and consult with the Owner(1)during construction until final ods. techniques. sequences or procedures.(3)reviewed copies payment to the Contractor is due, and(2)as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from tune to time during the cor- pliers and ocher data requested by the Owner to substantiate rection period descnbed in the Contract for Construction. The the Contractor's right to payment or i--;ascertained how or for Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise on account of the Contract Sum. modified by written instrument. . ' 2.6.11 The Architect shall have authority to reject Work which *6 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally familiar pion of the intent of the Contract Documents,the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- meats. whether or not such Work is fabricated, installed or dance with the Contract Documents. However, the Architect completed. However.neither this authority of the Architect nor shall not be required to make exhaustive or continuous on-site a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On cse such authority shall give rise to a duty or responsibility of the basis of on-site observations as an architect, the Architect the Architect to the Contractor. Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers. their agents or employees or other per- the Work. and shall endeavor to guard the Owner against sons performing portions of the Work. defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as *8 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.3.) appropriate action upon Contractors submittals such as Shop Drawings, Product Data and Samples. but only for the limited 2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means,methods, and the design concept expressed in the Contract Documents. techniques,sequences or procedures,or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in :be Work or in the con- solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors,while allow- Construction- The Architect shall not be responsible for the ing sufficient time in the Architect s professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con- dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and com- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of other persons performing portions of the Work. equipment or systems designed by the Contractor,all of which - remain the responsibility of the Contractor to the extent 2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress. shall not constitute approval of safety precautions or. unless *7 otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques. sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate cially authorized,the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect. Communications by and with the Archi- When professional certification of performance characteristics tect's consultants shall be through the Architect. of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such 2.6.9 Based on the Architect's observations and evaluations of certification to establish that the materials, systems or equip- the Contractor's Applications for Payment, the Architect shall ment will meet the performance criteria required by the Con- review and certify the amounts due the Contractor. tract Documents. 2.6.10 The Architect's certification for payment shall consti- *9 2.6.13 The Architect shall prepare Change Orders and Con- . cute a representation to the Owner, based on the Architect's scruction Change Directives, with supporting documentation observations at the sire as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay- Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and ment, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and that, to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- *102.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final cific qualifications expressed by the Architect.The issuance of a completion, shall receive and forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fied. However, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay- not be a representation that the Architect has(1)made exhaus- ment upon compliance with the requirements of the Contract live or continuous on-site inspections to check the quality or Documents. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA' • ' 1987 3 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS.1735 NEW YORK AVENUE,N W,WASHINGTON.D C.20006 *6 SEE ARTICLE 12.6 *8 SEE ARTICLE 12.8 *7 SEE ARTICLE 12.7 *9 SEE ARTICLE 12.9 • *10 SEE ARTICLE 12.10 ■ *11 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observauons by such Project Represen- ceming performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work, either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights.responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings. Specifications or other drawings. When making such interpretations and initial deci- documents when such revisions are: sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor.shall not show partiality .1 inconsistent with approvals or instructions previously to either, and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sary by adjustments in the Owner's program or Prot- *12 -. y. e ect budget: '1.6.17 The Architect's decisions on matters tic effect shall be final i •.•- .. . it, the intent expressed in .2 required by the enactment or revision of codes, laws • _ , Documents. or regulations subsequent :o the preparation of such documents: or *13 2 .6.18 The Architect shall render written decisions within a reasonable time on all claims,disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. (ion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant *14- p changes in the Project including, but not limited to, size, qual- 2 2.6.19 The Architect's decisions on claims, disput - .• er ity, complexity. the Owner's schedule. or the method of bid- matters, including those in question b ••- i e Owner and ding or negotiating and contracting for construction,except for Contractor, except for trio - - - • g to aesthetic effect as pro- services required under Subparagraph 5.2.5. vided in Sub•-•••. .• _.6.17, shall be subject to arbitration as .r. • m this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals. and providing other services in connection with Change . ARTICLE 3 Orders and Construction Change Directives. ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL revisions to Drawings. Specifications and other documentation resulting therefrom. 3.1.1 The services described in this Article 3 are not included 3.3.5 Providing consultation concerning replacement of Work in Basic Services unless so identified in Article 12,and they shall damaged by fire or other cause during construction, and fur be paid for the Owner as provided in this Agreement, in rushing services required in connection with the replacement addition to the he compensation for Basic Services. The services of such Work. described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services 3.3.6 Providing services made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor.by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor,or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction. mencing such services. If the Owner describ d u der Paragraph 3.3 are not required, the services* described *15 3.3.7 Providing services in evaluating an umber o shall give prompt written notice to the Architect. If the Owner •claims submitted by t -- or or others in connection indicates in writing that all or part of such Contingent Addi- Wit • - tional Services are not required,the Architect shall have no obli- 3.3.8 Providing services in connection with a public hearing, gation to provide those services. *16 IlL'ilaelor legal proceeding except where the •3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate,separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding,negotia- described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Construe provide one or more Project Representatives to assist in carry- tier Documents Phase. ing out such additional on-site responsibilities. 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected,employed and* directed by the Architect, and the Architect shall be compen- 2 3.4.1 Providing analyses of the Owner's needs and program- sated therefor as agreed by the Owner and Architect. The .ming the requirements.of the Project. duties. responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or ocher special studies. Representatives shall be as described in the edition of ALA Document B352 current as of the date of this Agreement,unless 3.4.3 Providing planning surveys. site evaluations or corn- otherwise agreed. partitive studies of prospective sites MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•MIA'/ • t 198' THE AMERICAN INSTITUTE OF ARCHITECTS,1'35 NEW YORK AVENUE.NW.,WASHINGTON,D.C.20($)6 B141-1987 4 *2 SEE ARTICLE 12.2 '13 SEE ARTICLE 12.13 *16 SEE ARTICLE 12.16 *11 SEE ARTICLE 12.11 *14 SEE ARTICLE 12.14 *12 SEE ARTICLE 12.12 *15 SEE ARTICLE 12.15 , 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project.including the Construction Cost.the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect. the Owner shall furnish evi- and equipment. dente that financial arrangements have been made to fulfill the 3.4.6 Providing services CO investigate existing conditions or Owners obligations under this Agreement. facilities or to make measured drawings thereof. *19 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The other information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site 3.4.9 Providing services in connection with the work of a con- of the Project, and a written legal description of the site. The st.^:c:ion manager or separate consultants retained by the surveys and legal information shz" include, as applicable. Owner. grades and lines of streets, alleys. pavements and adjoining *3 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way. restrictions, easements. encroachments. zoning, deed restnc- 3.4.11 Providing detailed quantity surveys or inventories of lions, boundaries and contours of ::.e site; locations, dimen- material, equipment and labor. sions and necessary data pertaining to existing buildings, other 3.4.12 Providing analyses of owning and operating costs. improvements and trees;and information concerning available utility services and lines, both public and private, above and 3.4.13 Providing interior design and other similar services below grade. including inverts and depths. All the information required for or in connection with the selection, procurement on the survey shall be referenced to a project benchmark. or installation of furniture, furnishings and related equipment.* 20 4.6 The Owner shall furnish the ser::ces of geotechnical engi- 3.4.14 Providing services for planning tenant or rental spaces. neers •-'•-• • - .. . •• -.__ . c,itect"Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not iirn:ted to test borings, test merit, or valuations and detailed appraisals of existing facilities. pits. determinations of soil bearing values, percolation rests. evaluations of hazardous materials,ground corrosion and resis- *17 3.4.16 Preparing a set of reproducible record drawings show- tivity tests, including necessary operations for anticipating sub- ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional based on marked-up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. *21 4.6.1 The Owner shall furnish the services of ocher consul- 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing,adjusting and balancing,preparation of of the Project and are requested by the Architect. operation and maintenance manuals. training personnel for *24.7 The Owner shall furnish structural. rnechani lcal operation and maintenance,and consultation during operation. *5 air and water pollution tests, test `-'.. •outs materials, and 3.4.18 Providing services after issuance to the Owner of the ocher laboratory •- •ironmentai tests, inspections and final Certificate for Payment, or in the absence of a final Cer- r t. •-- -•urred by law or the Contract Documents. tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 4.8 The Owner shall furnish all legal.accounting and insurance 3.4.19 Providing services of consultants for other than archi- counseling services as may be necessary Project, any time for the Project, including auditing services the Owner may require to tectural, structural, mechanical and electrical engineering port- verify the Contractor's Applications:or Payment or to ascertain lions of the Project provided as a part of Basic Services. how or for what purposes the Contactor has used the money *18 3.4.20 Providing any other services not• c uded in paid by or on behalf of the Owner. this Agreement or • -- . y furnished in accordance a,-; . •- - n y accepted architectural practice. 4.9 The services,information,sur:c•:s and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall -requested of the Architect or Architect's consultants shall be set forth the Owner's objectives,schedule,constraints and cri- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, flexi- days prior to execution.The Owner shall not request certifica- bility, expandability, special equipment, systems and site lions that would require knowledge or services beyond the requirements. scope of this Agreement. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION• AIP • Ji987 5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS.r35 NEW YORK AVENUE,'.'x',WASHINGTON,D C 20006 *3 SEE ARTICLE 12.3 *18 SEE ARTICLE 12.18 *21 SEE ARTICLE 12.21 *5 SEE ARTICLE 12.5 *19 SEE ARTICLE 12.19 *22 SEE ARTICLE 12.22 *17 SEE ARTICLE 12.17 *20 SEE ARTICLE 12.20 L_ ARTICLE 5 .3 if the Project is abandoned. terminate in accordance with Paragraph 8.3; or CONSTRUCTION COST .4 cooperate in revising the Prc'ect scope and quality as 5.1 DEFINITION required to reduce the Cor_::uction Cost. 5.1.1 The Construction Cost shall be the cocal cost or esti 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4. Con- mated cost to the Owner of all elements of the Project designed the Architect, without additional charze.shall modify the Con or tedc cost by the Architect. tract Documents as necessary to comers with the fixed limit.if established as a condition of this Agreement. The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Documents shall be the :imit of the Architects market rates of labor and materials furnished by the Owner and responsibility arising out of the establishment of a fixed limit. equipment designed. specified, selected or specially provided The Architect shall be entitled to compensation in accordance for by the Architect. plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tractor's overhead and profit. In addition, a reasonable allow- the Construction Phase is commences. ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architects consultants. the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and other documents pre- 5.2 RESPONSIBIUTY FOR CONSTRUCTION COST pared by the Architect for this Proles: are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget. preliminary and. unless otherwise provided, the architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law, scruction Cost, if any, prepared by the Architect, represent the statutory and other reserved rights. including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro- the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Specifications and cher the Architect nor the Owner has control over the cost of ocher documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project.The Archi- of determining bid prices,or over competitive bidding, market tect's Drawings,Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects,for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in de suit under this Agreement, estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect. sation to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing,proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget. unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto.If Lion of the Architect's reserved rights. such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation. to determine what materials,equipment,com- ponent systems and types of construction are to be included in 1 the Contract Documents, to make reasonable adjustments in *23 ARTICLE 7 the scope of the Project and to include in the Contract Docu- ARBITRATION menu alternate bids CO adjust the Construction Cost to the fixed limit. Fixed limits,if any,shall be increased in the amount of an 7.1 Claims, disputes or other matters in question •etween the increase in the Contract Sum occurring after execution of the parties to this Agreement arising out of or relat•: to this Agree- Contract for Construction. merit or breach thereof shall be subject to • decided by arbi- 5.2.3 If the Bidding or Negotiation Phase has not commenced tration in accordance with the Construe ••n Industry Arbitra- within 90 days after the Architect submits the Construction tion Rules of the American Arbitratior. -sociation currently in Documents to the Owner, any Project budget or fixed limit of effect unless the parties mutually et otherwise. Construction Cost shall be adjusted to reflect changes in the 7.2 Demand for arbitration s.,1 be filed in writing with the general level of prices in the construction industry between the other party to this Agreem t and with the American Arbitra- date of submission of the Construction Documents to the tion Association.A dem •• for arbitration shall be made within Owner and the date on which proposals are sought. a reasonable time aft- the claim, dispute or other matter in 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- question has arisen. no event shall the demand for arbitration vided in Subparagraph 5.2.3) is exceeded by the lowest bona be made after t. dace when institution of legal or equitable fide bid or negotiated proposal, the Owner shall: proceedings •. d on such claim, dispute or other matter in .1 give written approval of an increase in such fixed . question w•. d be barred by the applicble statutes of limitations. limit 7.3 N•. arbitration arising out of or relating to this Agreement .2 authorize rebidding or renegotiating of the Project sh. include,by consolidation,joinder or in any other manner, within a reasonable time: . additional person or entity not a party to this Agreement, AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AlAs • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 6 *23 SEE ARTICLE 12.23 • *23 except by wntten consent containing a specific referen - o .2 Ten percent of the total compensation for Basic and this Agreement signed by the Owner, Architect, and ,• other Additional Services earned to date if termination person or entity sought to be joined. Consent t• bitration occurs during the Design Development Phase: or involving an additional person or entity sh. not constitute .3 Five percent of the total compensation for Basic and consent to arbitration of any claim. dispu - or other matter in Additional Services earned to date if termination question not described in the written sent or with a person occurs during any subsequent phase. or entity not named or described • -rein. The foregoing agree- ment to arbitrate and other cements to arbitrate with an additional person or entity •my consented to by the parties to ARTICLE 9 this Agreement shall specifically enforceable in accordance with applicabie la-. any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS 7.4 The aw_ d rendered by the arbitrator or arbitrators shall be final. - judgment may be entered upon it in accordance with 9.1 Unless otherwise provided, this Agreement shall be gov- ap• ' able law in any court having jurisdiction thereof. erred by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 ::hose in Ala Document A201. General Conditions of the Con- tract for Construction.current as of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act shall be deemed to have not less than seven days' written notice should the other party accrued and the applicable statutes of limitations shall co - fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Com- eletion for acs or failures to act occurring prior to Substantial Agreement through no fault of the party initiating the termination. Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- 9.4 The Owner and Architect waive all rights against each tably adjusted to provide for expenses incurred in the interrup other and against the contractors, consultants, agents and flow and resumption of the Architect's services. employees of the other for damages,but only to the extent cov- ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201,General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the dace of this is abandoned by the Owner for more than 90 consecutive days, Agreement.The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the ocher party to this Agreement and to the partners, succes- nonperformance and cause for termination. sors. assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con- tect for services and expenses, the Architect may, upon seven sent of the other. days'written notice to the Owner,suspend performance of ser- vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- by the Architect within seven days of the date of the notice,the merit between the Owner,and Architect and supersedes all suspension shall take effect without further notice.In the event prior negotiations, representations or agreements, either writ- of a suspension of services. the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement,the Architect and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence,handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination. Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl(PCB)or ocher toxic substances. Basic Services and Additional Services earned to the time of ter- mination, as follows: 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to date if termination professional materials. The Architects materials shall not occurs before or during the predesign,site analysis,or include the Owner's confidential or proprietary information if Schematic Design Phases: or the Owner has previously advised the Architect in writing of AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION •AIA 3' • :1987 7 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1-35 NEW YORK AVENUE,N W.WASHINGTON,D C.20006 '23 SEE ARTICLE 12.23 the specific information considered by the Owner to be conri- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dermal or proprietary The Owner shall provide professional 10.3.1 An initial payment as sec forth in Paragraph 11.1 is the credit for the Architect on the construction sign and in the pro- minimum payment under this Agreement. motional materials for the Project. 10.3.2 Subsequent payments for Basic Services shall be mace monthly and. where applicable. shall be in proportion to se:- ARTICLE 10 vices performed within each phase of service, on the basis se: forth in Subparagraph 1 1.2 2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreements exceeded or e:ctended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be salaries of the Archaect's personnel engaged on the Project and computed in the manner se: forth in Subparagraph 11.3.2. the portion of the cost of the::mandator:and customary con- 10.3.4 �'he. percentage is based on a pe: ntage of Con- tributions and benefits related :hereto. such as employment 10.3 ion Cost and any portions of the Project are deleted or taxes and other statutory employee benefits, insurance. sick otherwise not constructed.compensation for those portions of leave. holidays. vacations, pensions tint similar contributions the Project sha l be payable to the extent services are eel and bener:ts. formed on these portions. in accordance with the schedule se: forth in Subparagraph 1 1_''.based on(1)the lowest bona fide 10.2 REIMBURSABLE EXPENSES bid or negotiated proposal. or(21 if no such bid or proposal s received. the most recent preliminary estimate of Construction 10.2.1 Reimbursable Expenses are in addition to compensa Cost or derailed estimate of Construction Cost for such por- tion for Basic and Additional Services and include expenses tiost of the uec. incurred by the Architect and Architect's employees and con- sultants in the interest of the Project, as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES *24 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project: expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly travel: long-distance communications; and fees paid for scour- upon presentation of the Architects statement of services ren- ing approval of authorities having jurisdiction over the Project. deed or expenses incurred. *25 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings. Specifications and ocher documents. 10.5.1 No deductions shall be made from the Architect's corn- *26 10.2.1.3 If authorized in advance by the •+ •- . _. or pensation on account of penalty, liquidated damages or other overtime work r - .. tnan regular races. sums withheld from payments to contractors,or on account of 10.2.1.4 Expense of renderings, models and mock-ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. *27 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional liability insurance. requested by the 10 6.1 Records of Reimbursable Expenses and expenses per - Owner in excess of that normally carried by the Architect and twining to Additional Services and services performed on the Arci,itec:s consultants. basis of a multiple of Direct Personnel Expense shall be avail- *28 10.2.1.6 Expense of computer-aided design and drafting able to the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITLAL PAYMENT of N/A Dollars(S N/A shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES,as described in Article 2,and any other services included in Article 12 as part of Basic Services;Basic Compensation shall be computed as follows: (insert basis of compensat:on, including stipulated sums, multiples or percentages. and identify phases to which particular methods of compensation apply. if necessary) The compensation for the project shall be on the basis of 6.65% of construction cost. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•MAD • B141-1987 8 THE A\;ERICAN INSTITUTE OF ARCHITECTS.I i5 NEW YORK AVENUE.NV.WASHINGTON.D C 2r)Or *24 SEE ARTICLE 12.24 *27 SEE ARTICLE 12.27 *25 SEE ARTICLE 12.25 *28 SEE ARTICLE 12.28 *26 SEE ARTICLE 12.26 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Programming and Schematic ffikxmximsoleltdlof Design Phase: Fifteen percent( 15%) Design Development Phase: Twenty percent(20%) Construction Documents Phase: Fourty percent(40%) Bidding or Negotiation Phase: Five percent(05%) Construction Phase: Twenty percent( 20%) Total Basic Compensation: one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES,as described in Paragraph 3?, compensation shall be com- puted as follows: ON AN HOURLY RATE AS FOLLOWS: PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FIELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT. as described in Articles 3 and 12, other than(1)Additional Project Representation, as described in Paragraph 3.2, and(2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall he computed as follows: (Insert basis of compensation. including rates and/or multiples of Direct Personnel E.vpertse for Principals and employees. and identify Principals and c/a..ult employees. if required Identify:pecijic serrrces to which particular methods of compensation apply if necessary.) ON AN HOURLY RATE AS FOLLOWS: ' PRINCIPAL: $ 65.00 PROJECT ARCHITECT: $ 45.00 DRAFTSMAN: $ 30.00 FIELD REPRESENTATIVE: $ 30.00 CLERICAL: $ 20.00 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One & Two—Tenths ( 1.2 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12. if required) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any other items included in Article 12 as Reimbursable Expenses,a multiple of One & Two—Tenths ( 1.2 )times the expenses incurred by the Architect,the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Fourty-Eight ( 48 )months of the date hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable Ten ( 10 ) 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. (Insert rate of interest agreed upon.) .. -- (Usury laws and requirements under the Federal Truth in Lending Act.similar state and local consumer credit law's and other regulations at the Ow'ner's and Archi- tect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision Specific legal advice should be obtained a rib respect to deletions or modifications, and also regarding requirements such as uriten disclosures or waiters.) 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect MA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION• ALAI • ?198" 9 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1"15 NEW YORK AVENUE,N',WASHINGTON,D.C.20Q1XX ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 For the purpose of this contract, the MPEC Exhibit Hall Joint Venture shall be composed of the following firms: CSA Conrad Staley&Associates, 5 Eureka Circle, Suite B, Wichita Falls, Texas 76308; Paul & Associates, 1814 9th Street, Wichita Falls, Texas, 76301. 12.2 Article 2.2.1, Article 2.2.2, Article 2.2.4 and Article 3.4.1 shall be modified to state that the Coordinating Architect shall prepare a Program in conjunction with the Joint Venture Architecture firms to express the total project goals and specific space and functional requirements in written form.The Coordinating Architect shall schedule meetings with the Owner, the interested parties as designated by the Owner and the Joint Venture Architectural firm associated with the component part of the MPEC. He shall prepare agenda to facilitate discussions, arrive at the requirements of the.various functions and seek agreement and direction from the Owner as to the governing criteria. He shall coordinate any overlapping requirements of the various components. He shall prepare the written report of the meetings and shall finally assemble all information on all components into an organized program which shall be approved by all parties. The individual Joint Venture Architects shall attend meetings associated with their particular component and shall participate in the discussions and decisions. 12.3 Articles 2.2.4, 2.2.5, 2.3.2, 2.4.3, 3.4.10, shall be modified to include the following: The Coordinating Architect, in conjunction with the various Joint Venture Firms, shall prepare detailed cost estimates at each phase of the project. The Coordinating Architect shall provide these estimates using an R.S. Means Cost Estimating computer program. The estimates shall be prepared in conjunction with the Joint Venture Firms, who shall provide drawings, sketches, details, specifications, and verbal information to the Coordinating Architect for use in preparation of the estimates. The estimates shall be approved by the Joint Venture Firms prior to submission to the Owner. 12.4 Article 2.2.4 and 2.3.1 shall be modified by adding the following: "The Coordinating Architect shall prepare a schedule to include all work through the Bidding Phase. It shall be prepared from information provided by the Joint Venture Firms, the Owners, and the Owners representatives responsible for Owner provided services. 12.5 Article 2.6.1 and 3.4.18 shall be modified to delete the indication of sixty days (60) as the extent of the basic services for the Architect. The Architect shall provide as a part of the Basic Service, work required to secure the performance of the Contractor during the one (1) year guarantee period. This shall include work to secure performance under bonds, warranties, and guarantees, the correction of defective work and materials. 12.6 Article 2.6.5 shall be modified to include the stipulation that at a minimum the Architect shall visit the site two (2) times each week but shall visit the site as appropriate to the stage of the construction. 12.7 Article 2.6.8 shall be modified to include the stipulation that communication between the Joint Venture Architects and the Owner will generally be through the Coordinating Architect. The intent is for the Coordinating Architect to be in a position to coordinate the activities of all elements of the MPEC through clear communication among all parties.The Coordinating Architect shall act as a clearing house for all information flowing among the parties. B141-1987 1 87 10 12.8 Article 2.6.12 shall be modified to include the stipulation that the Architect's action on submittals shall be taken within fourteen (14) days of receipt at the office of the Architect. The Architect will only review submittals which have been checked and properly signed by the Contractor. The Architect shall submit the Owner's copy to the Coordinating Architect for review for conformance with the requirements of the total project, with specific emphasis on the continuity of materials and systems among the various components. The Coordinating Architect shall notify the Joint Venture of any items which should require further consideration within three (3) days. 12.9 Article 2.6.13 shall be modified to include as the last sentence in the Article the following: The Coordinating Architect shall review all change orders and change directives, as well as changes made by other instruments such as Field Reports and submittals as submitted by the Joint Venture Architects. 12.10 Article 2.6.14 shall be modified to read as follows: The Joint Venture Architect shall submit to the Coordinating Architect all closing documents, warranties, records and related documents to review and make recommendations to the Owner as to Action where required. 12.11 Article 2.6.15 shall be modified by substituting 'within thirty (30) days' to define reasonable promptness and time limits. 12.12 Article 2.6.17 shall be deleted. 12.13 Article 2.6.18 shall be modified to state the Architect shall render decisions within thirty (30) days on all claims, etc. 12.14 Article 2.6.19 shall be deleted. 12.15 Article 3.3.7 shall be deleted. 12.16 Article 3.3.8, delete the words'arbitration proceeding.' It is the intent of this modification to indicate that Arbitration is not an option in this Contract. 12.17 Article 3.4.16 shall be made a part of the basic service. Record drawings as defined by this contract shall be defined as the Joint Venture Architects providing a set of mylar sepia originals to the Coordinating Architect. The Coordinating Architect shall transfer all changes to the mylar sepias from record prints provided by the Contractor. 12.18 Article 3.4.20 shall be deleted. 12.19 Article 4.4 shall be modified to indicate the Owner's Representative shall be the Chairperson of the MPEC Committee, with the Co-Chairperson serving as the alternate representative in the absence of the Chairperson. 12.20 Article 4.6 shall be modified by deleting the words'when such services are requested by the Architect" from the first sentence. 12.21 Article 4.6.1 shall define other consultants, .whose services shall be provided by the Owner, as any consultant other than architectural, structural, mechanical, or electrical consultants. Other consultants, when approved in writing by the Owner, shall be employed by the Architect. The additional fee for the other consultants shall be authorized by and paid by the Owner. B141-1987 11 12.22 Article 4.7 shall be deleted. Any tests for structural, mechanical, chemical, air, water pollution, hazardous materials, or other laboratory or environmental required by the work shall be provided as agreed among all parties in writing at the time the need for the tests becomes apparent. Deletion of this article is in no way an indication it will be provided by the Joint Venture Architect or the Coordinating Architect. 12.23 Article 7 shall be deleted. 12.24 Article 10.2.1.1 shall be modified to include the following: transportation out of town shall be defined as trips required by the Owner for the Architect or the Coordinating Architect to take for the benefit of this project. The Owner shall pay the out-of-pocket expenses associated with the trip, the Architect shall pay the cost for his time and the time of this employees associated with the trips. 12.25 Article 10.2.1.2 shall be modified to indicate ten (10) sets of contract documents shall be provided to the Owner as a part of the Basic Service. All printing cost associated with preliminary planning and office work prints shall be a part of the Basic Service. All sets in addition to the ten (10) shall be at the expense of the Owner. 12.26 Article 10.2.1.3 shall be deleted. The Owner shall not pay the expenses of overtime work required as a part described in the basic services as a part of this project. 12.27 Article 10.2.1.5 shall be modified by adding the following sentence: "It shall not be a requirement of the Architects nor the Coordinating Architect to purchase nor maintain Professional Liability Insurance.' 12.28 Article 10.2.1.6 shall be modified to make all computer aided drafting and design equipment usage a part of the basic service. 12.29 The Texas Board of Architectural Examiners, Steck Executive Plaza, 8213 Shoal Creek Blvd., Suite 107, Austin, Texas 78758. Phone: 512-458-1363, has jurisdiction over individuals licensed under the Architects Registration Law, Article 249a, VTCS. 12.30 The Architect is aware of the Americans With Disabilities Act. The Architect will attempt to inform the Owner of the requirements of the act in reference to this Project. The Architect, to the best of his ability, will attempt to cause the Work to conform to the requirements of the Act. Because the interpretation of the requirements of the Act is legal in nature, not architectural, the Architect can not warrant nor guarantee that the work indicated in the Contract Documents prepared by the Architect conforms to the requirements of the Act. 12.31 The Owner and the Joint Venture Architects acknowledge the variables of cost of the construction, changing program and scope requirements, and the ability to raise the private sector funds. It is hereby agreed, that all elements of the MPEC shall progress through phases of the Architectural Services up to and including bidding. Only those portions of the work actually awarded to Contractors shall proceed into Contract Administration. B141-1987 12 • This Agreement entered into as the day and year first written above. OWNER ARCHITECT WICHITA COUNTY CSA CONRAD STALEY & ASSOCIATES NICK GIPSON, COUNTY JUDGE T. CONRAD STALEY, AIA Texas Registration No. 3390 OWNER ARCHITECT CITY OF WICHITA FALLS PAUL & ASSOCIATES MIKE LAM, MAYOR DOUGLAS W. PAUL Texas Registration No. 9789 B141-1987 13