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Ordinance No. 7,227950209 -5
ORDINANCE NO. 7227
• AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMENT WITH
JAMES A. DAVIS, AIA ARCHITECT, TO FURNISH ARCHITECTURAL
SERVICES FOR THE CITY HALL /CITY HALL ANNEX RENOVATION;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF
EIGHTY -TWO THOUSAND FIVE HUNDRED AND N01100 DOLLARS
($82,500.00); AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown,
Texas, hereby authorizes and directs the Mayor and City Clerk of
the City of Baytown to execute and attest to an agreement with
James A. Davis, AIA Architect, to furnish architectural services
for the City Hall /City Hall Annex renovation. A copy of said
agreement is attached hereto, marked Exhibit "A," and made a part
hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown
authorizes payment to James A. Davis, AIA Architect, of the sum of
EIGHTY -TWO THOUSAND FIVE HUNDRED AND N01100 DOLLARS ($82,500.00),
pursuant to the Agreement.
Section 3: This ordinance shall take effect immediately from
and after its passage by the City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the
City Council of the City of Baytown this the 9th day of February,
1995.
/� C A!ZX�
PETE C. ALFAR , Mayor
ATTEST:
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
• I CIO RAMIREZ, S City Attorney
legal / council /february /2- 9- 95authAGREEdavis
T H E
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A M E R I C A N
I N S T I T U T E
EXHIBIT A
AIA Document B141
O F A R C H I T E C T S
Standard Form of Agreement Between
Owner and Architect
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES, CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.
AGREEMENT
made as of the
Nineteen Hundred and
BETWEEN the Owner
(\'rvne and address)
and the Architect:
(,\nme and address)
Ninth day Of February
Ninety Five
City of Baytown
2401 Market Street
Baytown, Texas 77521
James A. Davis AIA Architect
1808 E. James Street
Baytown, Texas 77520
in the year of
For the following Project:
(tndade detailed description of Project, (ocatiOPI, address and scOpe.)
Renovations to these City of Baytown Facilities:
The City Hall Building
The City Hall Annex
2402 Market
220 W. Defee
Both Facilities are located within the City Limits
of Baytown, Texas and within zip code 77520.
. 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, 1).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 Statcs and will be
subject to legal prosecution.
AIA DOCUMENT B141 - OWNER- ARCHITECT AGRF:EMEN'i - FOUKTF.F.N111 EDITION - AIA® - u1987 $141 -1987 1
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENIIE, N.W., WASMNGTON, 1). c. 21NN16
WARNING: Unlicensed photocopying vlolates U.S. copyright laws and Is subject to legal prosecution.
•
EDITOR'S NOTE
From time to time, the AIA makes minor corrections and
clarifications in its documents as they are reprinted.
Changes in the 7/88 reprinting of the 1987 edition of B141
were made in Subparagraphs 2.6.1 and 11.3.2. Changes in
this 6/92 reprinting Nverc made in Subparagraph 2.6.10
and Paragraph 4.5. See Section C of the Instruction Sheet
for a detailed description of these changes.
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TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services per-
formed by the Architect, Architect's employees and Architect's
consultants as enumerated in Articles 2 and 3 of this Agreement
and am• other services included in Article 12.
1.1.2 The Architect's services shall be performed as expedi-
tiously as is consistent with professional skill and care and the
orderly progress of the Work. Upon request of the Owner, the
Architect shall submit for the Owner's approval a schedule for
the performance of the Architect's services which may be
adjusted as the Project proceeds, and shall include allo`,vances
for periods of time required for the Owner's review and for
approval of submissions by authorities having jurisdiction over
the Project. Time limits established by this schedule approved
by the Owner shall not, except for reasonable cause, be exceeded
by the Architect or Owner.
1.1.3 The services covered by this Agreement are subject to
the time limitations contained in Subparagraph 11.7. 1.
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basic Services consist of those described
in Paragraphs 2.2 through 2.6 and any other services identified
in Article 12 as part of Basic Services, and include normal struc-
tural, mechanical and electrical engineering services.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect shall review the program furnished by the
Owner to ascertain the requirements of the Project and shall
arrive at a mutual understanding of such requirements with the
Owner.
2.2.2 The Architect shall provide a preliminary evaluation of
the O%vner's program, schedule and construction budget
requirements, each in terms of the other, subject to file limita-
tions set forth in Subparagraph 5.2.1.
2.2.3 Tile Architect shall revic-,v %vith the Owner alternative
approaches to design atnd construction of the Project.
2.2.4 Based on the Mutually agreed -upon program, schcdulc
and construction budget requirements, the Architect shall
prepare, for approval by the Owner, Schematic Design Docu-
rrtents consisting of drawings and oiltrr dUCunlen[5 illustrating
the scale and relationship of Project components.
2.2.5 The Architect shall submit to the Owner a prclimin :u}
estimate of Construction Cost based on current ;tea, volume or
Other unit costs.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based oil the approved Schematic Design Documents
and :ul }. adjustments authorized by the (AN tier in the program,
schedule or construction budget, the Architect shall prepare,
for approval by the Owner, Design Development Documents
consisting of drawings and other documents to fix and describe
the size and character of die Project as to architectural, struc-
tural, mechanical and electrical systems, materials and such
other elements as may be appropriate.
2.3.2 The Architect shall advise the Owner of any adjustments
to the preliminary estimate of Construction Cost.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development DoCII-
ments and any further adjustments in the scope or quality of
the Project or in the construction budget authorized by tie
Owner, the Architect shall prepare, for approval by the Owner,
Construction Documents consisting of Drawings and Spec1ftca-
tions setting forth in detail the requirements for the construc-
tion of the Project.
2.4.2 The Architect shall assist the Owner in the preparation of
the necessary bidding information, pickling forms, the Condi-
tions of the Contract, and the form of Agreement bet%veen the
Owner and Contractor.
2.4.3 The Architect shall advise the Owner of any adjustiltents
to previous preliminary estimates of Construction Cost indi-
c.itecl by changes in requirements or general market conditions.
2.4.4 The Architect shall assist the Owner in connection "with
the Owner's responsibility for filing documents required for
the approval of governmcnt-.II authorities having jurisdiction
over the Project.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The Architect, following the Owner's approval of the
Construction Documents .tnd of the latest preliminary estilliale
of Construction Cost, shall assist the OCt'tler in obtaining hids
or negotiated proposals and assist in awarding and preparing
contracts for construction.
2.6 CONSTRUCTION PHASE — ADMINISTRATION
OF THE CONSTRUCTION CONTRACT
2.6.1 -I'hc Archilcc•l s responsihihty to provide li3,;Ic Scn ices
fnr the Construction Ph :lsc under [Ili's Agrcenicnt cunrtrtcnccs
with the award of [hc (:otltrait Gtr (,OIh1rLICtit)n auul ternli-
n:ucs :u to c:n9ier of the is.tiu :tncc It) the Ocvncr n(thc final
Clunilicatc for I'a\111cm ur 0() d:ns alter the date of tiuhvtan
nal (;on)plciion of dtc Work.
2.6.2 The Architect shall provide atdministration of the (;on-
tract for Construction as .set forth hclow and in the edition of
:11r1 Document A201, Gclwral Condilions of the Contract for
Construction, current as ()f the date of this Agreenrc•nt, unless
odicns-isc provided in this Agreement.
2.6.3 Duties, responsibilities and [ill til ;ti ions 01 aulllodiy of ills
:Architect shall not he restricted, Modified or extended a ithout
Nvi-mcii agrcerucnt of the Owner :Ind Architect wish consent of
to Cunlrartur, which consent shall not he unrcasonahl�
withlicicl.
AIA DOCUMENT B141 • O\t'NH ARCI II -I F(l AGRF.ti>IFN I' • 1 01 It -I FF \'l if F:DlTR ),N • AIA' • ' *- 198-
ll. AMEWCAN tNS rrl'1'1'F. (W AlWl11'I EC-1s, 1_i; XIIU 1'( )111: AC I':NI E..\ \ti _ \C \sl IIN(I'1'().1;, 1),t: 20004,
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B141 -1987 2
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2.6.4 The Architect shall be a representative of and shall advise
and consult with the Owner (1) during construction until final
payment to the Contractor is due, and (2) as an Additional Ser-
vice at the Owner's direction from time to time during the cor-
rection period described in the Contract for Construction. The
Architect shall have authority to act on behalf of the Owner
only to the extent provided in this Agreement unless otherwise
modified by written instrument.
2.6.5 The Architect shall visit the site at intervals appropriate
to the stage of construction or as otherwise agreed by the
Owner and Architect in writing to become generally familiar
with the progress and quality of the Work completed and to
determine in general if the Work is being performed in a man-
ner indicating that the Work when completed will be in accor-
dance with the Contract Documents. However, the Architect
shall not be required to make exhaustive or continuous on -site
inspections to check the quality or quantity of the Work. On
the basis of on -site observations as an architect, the Architect
shall keep the Owner informed of the progress and quality of
the Work, and shall endeavor to guard the Owner against
defects and deficiencies in the Work. (Alore ewtensive site
representation may be agreed to as art Additional Service, as
described in Paragrapb 3.2.)
2.6.6 The Architect shall not have control over or charge of
and shall not be responsible for construction means, methods,
techniques, sequences or procedures, or for safety precautions
and programs in connection with the Work, since these are
solely the Contractor's responsibility under the Contract for
Construction. The Architect shall not be responsible for the
Contractor's schedules or failure to carry out the Work in accor-
dance with the Contract Documents. The Architect shall not
have control over or charge of acts or omissions of the Contrac-
tor, StthCOntractors, or their agents or employees, or of any
other persons performing portions of the Work.
2.6.7 '['tic Architect shall at all times have access to the Work
wherever it is in preparation or progress.
2.6.8 Except as nlay otherwise be provided in the Contract
Documents or when direct communications have been spe-
cially authorized, the Owner and Contractor shall communicate
through the Architect. Communications by and with the Archi-
tect's consultants shall be through the Architect.
2.6.9 Based on the Architect's observations and evaluations of
the Contractor's Applications for Payment, the Architect shall
review and certify the amounts clue the Contractor.
2.6.10 The Architect's certification for payment shall consti-
tute a representation to the Owner, base([ on the Architect's
ohscryations at the site as provided in Subparagraph 2.6.5 and
on the data comprising the Contractor's Application for P:n'-
ment. th:u, to the best of the Architect's knotwleclge, jntorm:l-
lion and belief the Vork has prt�gresse([ to the point indicated
and the duality of \Cirrk is in accord.mcc with the Contract
Documents. The foregoing representations are suhjcct to an
evaluation of the Work for conformance with the Contract
Documents upon Suhstantia Completion, to results of suhse-
qucnt tests ancf inspections, to minor deviations front the ( :on-
t-act Documents correctable prior to completion and to spe-
cific gtetlifications cxpressecI by the Architect. The issuance of a
Certificate for Pavincnt shall further constitute a representation
that the Contractor is entitled to payment in thc amount certi-
ficcl. Ilowever, the issu :uu'c of a Certificate for Payment shall
not he a represclttation that the Architect hats ( I ) niadc exhaus-
tive or continuous on -site inspections to check the quality or
quantity of the Work, (2) reviewed construction means, meth-
ods, techniques, sequences or procedures, (3) reviewed copies
of requisitions received from Subcontractors and material sup-
pliers and other data requested by the Owner to substantiate
the Contractor's right to payment or (4) ascertained how or for
what purpose the Contractor has used money previously paid
on account of the Contract Sum.
2.6.11 The Architect shall have authority to reject Work which
does not conform to the Contract Documents. Whenever the
Architect considers it necessary or advisable for implementa-
tion of the intent of the Contract Documents, the Architect will
have authority to require additional inspection or testing of the
Work in accordance with the provisions of the Contract Docu-
ments, whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Architect nor
a decision made in good faith either to exercise or not to exer-
cise such authority shall give rise to a duty or responsibility of
the Architect to the Contractor, Subcontractors, material and
equipment suppliers, their agents or employees or other per-
sons performing portions of the Work.
2.6.12 The Architect shall review and approve or take other
appropriate action upon Contractor's submittals such as Shop
Drawings, Product Data and Samples, but only for the limited
purpose of checking for conformance with information given
and the design concept expressed in the Contract Documents.
The Architect's action shall he taken with such reasonable
promptness as to cause no delay in the Work or in the con-
struction of the Owner or of separate contractors, while allow-
ing sufficient time in the Architect's professional judgment to
permit adequate review. Review of such submittals is not Con-
ducted for the purpose of determining the accuracy and Com-
pleteness of other details such as dimensions and quantities or
for substantiating instructions for installation or performance of
equipment or systems designed by the Contractor, all of which
remain the responsibility of the Contractor to the extent
required by the Contract Documents. The Architect's review
shall not constitute approval of safety precautions or, unless
otherwise specifically stated by the Architect, of construction
MC-211S, methods, techniques, sequences or procedures. The
Architect's approval of a specific item shall not indicate
approval of an assel"hty of which the item is a componcnt-
When professional certification of performance characteristics
of materials, systems or equipment is required by the Contract
Documents, the Architect shall be entitled to rely upon such
certification to establish that the materials, systems or equip-
ment will meet the performance criteria required by the Con-
tract Documents.
2.6.13 The Architect shall prepare Change Orders and Con-
struction Change Directives, with supporting documentation
and data if deemed necessary by the Architect as provided in
Stlhparagraphs 3.1 .1 and 3 -3.3, for the Owner's approval and
execution in accordance with the Contract DoCLIEnCnt5, and
May authorize minor changes in the Work not involving an
adjustment in the Contract Sum or an extension of the Contract
Time which are not inconsistent with the intent of the Contract
Documents.
2.6.14 1lie Architect shall conduct inspections to cictcrtninc
the date or dates of 5uhstantial Completion :Wild the clale of f inal
completion, shall receive and forward to the Owner for the
Uwner's review and rrcords written warranties and retained
documents required by the Contact Documents and asscm-
hled by the Contractor, and shall issue :t 1,111:11 Certificate fill Pay-
ment upon c'omplianc'e tyith the requirenu•nts of the Contract
Documents.
Aft DOCUMENT B141 • O�YNFR -AR( :l Ill'r.CT AGREEMENT • FOURTEENTH EDITION • AIA® • ©19H7
3 B141 -198% 1'111, AMERICAN INS-1 I "IUTE OF ARC11I't rs, 1735 NF.W YORK AVENUE, NW., WASHINGTON, D.C. 200oo,
WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution.
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2.6.15 The Architect shall interpret and decide matters con-
cerning performance of the Owner and Contractor under the
requirements of the Contract Documents on written request of
either the Owner or Contractor. The Architect's response to
such requests shall be made with reasonable promptness and
within any time limits agreed upon.
2.6.16 Interpretations and decisions of the Architect shall be
consistent with the intent of and reasonably inferable from the
Contract Documents and shall be in writing or in the form of
drawings. When making such interpretations and initial deci-
sions, the Architect shall endeavor to secure faithful perfor-
mance by both Owner and Contractor, shall not show partiality
to either, and shall not be liable for results of interpretations or
decisions so rendered in good faith.
2.6.17 The Architect's decisions on matters relating to aesthe-
tic effect shall be final if consistent with the intent expressed in
the Contract Documents,
2.6.18 The Architect shall render written decisions ,Jrhin a
reasonable time on all claims, disputes or other matters in ques-
tion between the Owner and Contractor relating to the execu-
tion or progress of the Work as provided in the Contract
Documents.
2.6.19 The Architect's decisions on claims, disputes or other
matters, including those in question between the Owner and
Contractor, except for those relating to aesthetic effect as pro-
vided in Subparagraph 2.6.17, shall be subject to arbitration as
provided in this Agreement and in the Contract Documents.
ARTICLE 3
ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 Tile services described in this Article 3 are not included
in 13 :isic services unless so identified in Article 12, and they shall
he paid for by the Owner as provided in this Agreement, in
addition to the compensation for 13asic services. The services
clescribcd tinder Paragraphs 3.2 and 3.4 shall only be provided
if authorized or confirmed in writing by the Owner. If services
described under Contingent Additional Services in Paragraph
3.3 are required due to circumstances beyond the Architect's
contvol, the Architect shall notify the O\vner prior to cony
nlencing such services. If the Owner deems that such sen ices
descrihcd under Paragraph 3.3 are not required, the Owner
shall give prompt written notice to the Architect. If the Owncr
indicates in writing that all or part of such Contingent Addi-
tional Services arc not required, the Architect shall have rio obli-
gation to provide those scr ices.
3.2 PROJECT REPRESENTATION BEYOND BASIC
SERVICES
3.2.1 If more extensive rcpresenr,irion at the site than is
described ill subparagraph 2.0.5 is required, the Architect shalt
provide one or more I'roicct Repreacncttiycs to assist in carr\--
ing out such additional on -site responsihiljtics.
3.2.2 Project Represent :rtivcs shall he selected, enlplclved and
directed by the Architect, ;tncl the Architect shall he compen-
sated therefor as agrccd by the Owner :tnd Architect. The
duties, responsibilities :end limitations of authority of Projcct
RcpresenrltiveS shall he as descrihcd in the edition of AIA
Document 13ii2 current as of the d:uc of this Agreement, tlnlc.ss
othcryisc :igrcc•d.
3.2.3 Through the observations by such Project Represen-
tatives, the Architect shall endeavor to provide further protec-
tion for the Owner against defects and deficiencies in the Work,
but the furnishing of such project representation shall not
modify the rights, responsibilities or obligations of the Architect
as described elsewhere in this Agreement.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making revisions in Drawings, specifications or other
documents when such revisions arc:
.1 inconsistent with approvals or instructions previously
given by the Owner, including revisions made neces-
sary by adjustments in the Owner's program or Proj-
ect budget;
.2 required by the enactment or revision of codes, laws
or regulations subsequent to the preparation Of such
dOCLInlents; or
.3 due to changes required as a result of the Owner's fail-
ure to render decisions in a timely manner.
3.3.2 Providing services required because of significant
changes in the Project including, but not limited to, size, qual-
ity, complexity, the Owner's schedule, or the method of bid-
ding or negotiating and contracting for construction, except for
services required under Subparagraph 72.5.
3.3.3 Preparing Dm %vings, specifications and other documen-
tation and supporting data, evaluating Contractor's proposals,
and providing other services in connection with Change
Orders and Construction Change Directives.
3.3.4 Providing services in connection \with evaluating substi-
tutions proposed by the Contractor and making subsequent
revisions to Drawings, specifications and other dOCUnlCIlUltion
resulting therefrom.
3.3.5 Providing cunsulrition concerning replacement of \Mork
damaged by fire or other C1u5C during construction, and fur-
nishing services required in connection with die replacement
of such ',York.
3.3.6 Providing services made necessary by the dcfilult of the
Contractor, by major defects or deficiencies in the Work of the
Contractor, or by failure of performance of either the Owner or
Contractor under the Contract for Construction-
3.3.7 Providing .services in evaluating an extensive number of
claims submitted by the Contractor or others in connection
with the Work,
3.3.8 Providing services in connection with a public hearing.
arbitration proceeding or Icgal proceeding except %yhere the
Architect is party thereto.
3.3.9 Preparing dOCLInIClIIS for tltenitltC, separate or sequential
bids or providing scn'icc :s in connection with bidding, rlegoti :r
tion or construction prior to the completion of the Construc-
tion Documents Phase.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing analyses of the ()%yner's needs and prugrXii-
nting the requirements of the Project.
3.4.2 Pnlyiding financial fcasihility or other special studies.
3.4.3 Providing pLrnnill ; stress, site ccalu:uions or com
pamltivc studio of prnspcctivc .sites.
AIA DOCUMENT 9141 • O\XNFR- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA" - rd198"
TH1' ,AA11:RlCAN 1N51 ITt TE OI' ARCHITF.CI S, 1715 NE\a' YORE: AA'F.NUF, ti W., WASHINGTON, DC 2004K,
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B141 -1987 4
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3.4.4 Providing special surveys, environmental studies and
submissions required for approvals of governmental authorities
or others having jurisdiction over the Project.
3.4.5 Providing services relative to future facilities, systems
and equipment.
3.4.6 Providing services to investigate existing conditions or
facilities or to make measured drawings thereof.
3.4.7 Providing services to verify the accuracy of drawings or
other information furnished by the Owner.
3.4.8 Providing coordination of construction performed by
separate contractors or by the Owner's own forces and coordi-
nation of services required in connection with construction
performed and equipment supplied by the Owner.
3.4.9 Providing services in connection with the work of a con-
struction manager or separate consultants retained by the
Owner.
3.4.10 Providing detailed estimates of Construction Cost.
3.4.11 Providing detailed quantity surveys or inventories of
material, equipment and labor.
3.4.12 Providing analyses of owning and operating costs.
3.4.13 Providing interior design and other similar services
required for or in connection with the selection, procurement
or installation of furniture, furnishings and related equipment.
3.4.14 Providing services for planning tenant or rental spaces.
3.4.15 Making investigations, inventories of materials or equip-
ment, or valuations and detailed appraisals of existing facilities.
3.4.16 Preparing a set of reproducible record drawings shov-
ing significant changes in the Work made during construction
based on marked -up prints, drawings and other data furnished
by the Contractor to the Architect.
3.4.17 Providing assistance in the utilization of equipment or
systems such as testing, adjusting and balancing, preparation of
operation and maintenance manuals, training personnel for
operation and maintenance, and consultation during operation.
3.4.18 Providing services after issuance to the Owner of the
final Certificate for Payment, or in the absence of a final Cer-
tificate for Payment, more than 60 days after the date of Sub-
stantial Completion of the Work.
3.4.19 Providing services of consultants for other than archi-
tectural, structural, mechanical and electrical engineering por-
tions of the Project provided as a part of Basic Services.
3.4.20 Providing any other services not otherwise included in
this Agreement or not customarily furnished in accordance
%with generally accepted architectural practice.
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall provide full information regarding
requirements for the Project, including :I program which shall
set forth the Owner's objectives, schedule, constraints and cri-
teria, including space requirements and relationships, flexi-
hiiit %', expandability, special equipment, systems and site
rcquircmcnts.
5 B141 -1987
4.2 The Owner shall establish and update an overall budget for
the Project, including the Construction Cost, the Owner's other
costs and reasonable contingencies related to all of these costs.
4.3 If requested by the Architect, the Owner shall furnish evi-
dence that financiai arrangements have been made to fulfill the
Owner's obligations under this Agreement.
4.4 The Owner shall designate a representative authorized to
act on the Owner's behalf with respect to the Project. The
Owner or such authorized representative shall render decisions
in a timely manner pertaining to documents submitted by the
Architect in order to avoid unreasonable delay in the orderly
and sequential progress of the Architect's services.
4.5 The Owner shall furnish surveys describing physical
characteristics, legal limitations and utility locations for the site
of the Project, and a written legal description of the site. The
surveys and legal information shall include, as applicable,
grades and lines of streets, alleys, pavements and adjoining
property and structures; adjacent drainage; rights -of -way,
restrictions, easements, encroachments, zoning, deed restric-
tions, boundaries and contours of the site; locations, dimen-
sions and necessary data pertaining to existing buildings, other
improvements and trees; and information concerning available
utility services and lines, both public and private, above and
below grade, including inverts and depths. All the information
on the survey shall be referenced to a Project benchmark.
4.6 The Owner shall furnish the services of geotechnical engi-
neers when such services are requested by the Architect. Such
services may include but are not limited to test borings, test
pits, determinations of soil hearing values, percolation tests,
evaluations of hazardous materials, ground corrosion and resis-
tivity tests, including necessary operations for anticipating sub-
soil conditions, with reports and appropriate professional
recommendations.
4.6.1 The Owner shall furnish the services of other Consul-
tants when such services are reasonably required by the scope
of the Project and are requested by the Architect.
4.7 The Owncr shall furnish structural, mechanical, chemical,
air and water pollution tests, tests for hazardous materials, and
other laboratory and environmental tests, inspections and
reports required by law or the Contract Documents.
4.8 The Owner shall furnish all legal, accounting and insurance
counseling services as may be necessary at any time for the
Project, including auditing services the Owner may require to
verify the Contractor's Applications for Payment or to ascertain
how or for what purposes the Contractor has used the money
paid by or on behalf of tltc Owner.
4.9 The services, information, surveys and reports required by
Paragraphs 4.5 through 4.8 shall be furnished at the O%vner's
expense, and the Architect shad] be cntiticd to rely upon the
accuracy .in([ completeness thereof.
4.10 Prompt written notice shall be given hr the Owncr to the
Architect if t11c Owner beconus aware of any fault or defect in
the Project or nonconformance with the Contract Documents.
4.11 The proposed I:Inguage of certificates or ccrtifications
requested of the Architect or Architect's consultants Shaul he
submitted to the Architect for review and approval at Icast l -i
clays prior to execution. The Owner shall not request ccrtitical-
tions than would require knowledge or services beyond the
scope of this Agrecrucm,
AIA DOCUMENT B141 • OWNER- ARCIII- I 'FC'1' AGR1 ?I':`1GNl' • FOURTFEN -111 1•IVI ION • AIA'' • V 199-
Tali AMERICAN INS- 1'Il'l1'1T OFARCIIITF( °I -S, 1735 NFN'.' YORK AyliNUE, N.V(•., OCASHINGTON. DA: hro[K,
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C
ARTICLE 5
CONSTRUCTION COST
5.1 DEFINITION
5.1.1 The Construction Cost shall be the total cost or esti-
mated cost to the Owner of all elements of the Project cjcsigned
or specified by the Architect.
5.1.2 The Construction Cost shall include the cost at current
market rates of labor and materials furnished by the O-wrler and
equipment designed, specified, selected or specially provided
for by the Architect, plus it reasonable allowance for the Con-
tractor's overhead and profit. In addition, a reasonable allow-
ance for contingencies shall be included for market conditions
at the time of bidding and for changes in the Work cluring
construction.
5.1.3 Construction Cost does not include the compensation of
the Architect and Architects consultants, the costs of the I ;ind,
rights -of -way, financing or other costs which are the respon-
sibility of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary
estimates of Construction Cost and detailed estimates of Con-
struction Cost, if any, prepared by the Architect, represent the
Architect's best judgment ;is a design professional familiar with
the construction industry. it is recognized, however, that nei-
ther the Architect nor the Owner has control over the cost of
[ahor, materials or equipment, over the Contractor's methods
of determining bid prices, or over competitive bidding, market
or negotiating conditions. Accordingly, the Architect cannot
and does not warrant or represent that bids or negotiated prices
will not vary from the Owner's Project budget or from any
estimate of Construction Cost or evaluation prepared or agreed
to be the Architect.
5.2.2 No fixed limit of Construction Cost shall be established
as a condition of this Agreement by the furnishing, proposal or
establishment of it Project budget, unless such fixed limit has
been agreed upon in writing and signed by the parties hereto. If
such a fixed limit has been established, the Architect shall be
permitted to include contingencies for design, bidding and
price escalation, to determine what materials, equipment, cony
poncnt systems and types of construction arc to be included in
the Contract DoCUnhCnCS, to make reasonable adjustments in
the scope of the Project and to include in the Contract Docu-
ments alternate hills to adjust the Construction Cost to the fixed
limit. Fixed limits, if any, shall be increased in the amount of an
increase in (tic Contract Sum occurring after execution of the
Contract for Construction-
5.2.3 If the Bidding or Negotiation Phase has not commenced
within 90 days after the Architect submits the Construction
Documents to the Owner, any Project budget or fixed limit of
Construction Cost shall he adjusted to reflect changes in the
general level of prices in the construction industry hCVLVCCn the
date of submission of the Construction DVCUI11Clts to the
Owner and the date on which proposals arc sought.
5.2.4 If a fixed limit of Construction Cost (adjusted as pro -
vidcd in Subparagraph 5.2.3) is exceeded by the lowest hona
fide bid or negotiated proposal, the Owner shall:
.1 give written approval of an increase in such fixed
limit;
.2 authorize rebidding or renegotiating of the Project
%within a reasonable time;
.3 if the Project is abandoned, terminate in accordance
with Paragraph 8.3; or
.4 cooperate in revising the Project scope and quality as
required to reduce the Construction Cost.
5.2.5 If the Owner chooses to proceed udder Clause 5.2.4,-1.
the Architect, without additional charge, shall modify tlhe Con-
tract Documents as necessary to comply with the fixed limit, if
established as a condition of this Agreement. The modification
of Contract Documents shall be the limit of the Architect's
responsibility arising out of the establishment of a fixed limit -
The Architect Shatl be entitled to compensation in accordance
with this Agreement for all services performed whether or not
the Construction Phase is commenced.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The DraTtivings, Specifications and other dOCUII)CIIIS pre-
pared by the Architect for this Project are instruments of the
Architect's service for use solely with respect to this Project
and. unless otherwise provided, the Architect shall be deenlect
the author of these documents and shall retain all common law,
statutory anti other reserved rights, including the copyright.
The O -caner shall he permitted to retain copies, including repro -
ducib[e copies, of the Architect's Drawings, Specifications and
other documents for intbrmation and reference in connection
with the Owner's use and occupancy of the Project. The Archi-
tect's Drawwings, Specifications or other documents shall not he
used by the Owner or others on other projects, for additions to
this Project or for completion of this Project by others, unless
the Architect is adjudged to be in deEtult under this Agreement,
except by agreement in writing and with appropriate compen-
sation to the Architect.
6.2 Submission or distribution of dULUInCmS to meet official
regulator requirements or for similar purposes in connection
with the Projcct is not to he construed as publication in deroga-
tion of the Architects reserved rights.
ARTICLE 7
ARBITRATION
7.1 Claims, disputes or other matters in question between the
parties to this Agreement arising out of or relating to this Agree-
ment or preach thereof shall be subject to and decided by arbi-
tration in accordance with the Construction Industry Arbitra-
tion Rules of the American Arbitration Association currently in
effect unless the parties mutually agree otherwise.
7.2 Demand for arbitration shall he filed in writing with the
other party to this Agreement and with the American Arbitra-
tion Association. A demand for arbitration shall he made within
a reasonahle time after the claim, dispute or other matter in
qucstioul hats :[risen. In no event shall tike demand for arhitration
be made after the date -,wfucn institution of Icgal or equitable
proceedings based on such ciainh, dispute or other matter in
question would be barred by the applicable statutes of limitations
7.3 No arbitration arising out of or relating to this Agreement
shall include, by' consolidation, joinder or in an} other manner,
:In additional person or entity not a party to this Agreement,
AIA DOCUMENT B141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAA • 0198 -
THE AMERICAN INSTI'T'UTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, 1).C. 2t119N,
WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution.
B141 -1987 6
•
11
except by written consent containing a specific reference to
this Agreement signed by the Owner, Architect, and any other
person or entity sought to be joined. Consent to arbitration
involving an additional person or entity shall not constitute
consent to arbitration of any claim, dispute or other matter in
question not described in the written consent or with a person
or entity not named or described therein. The foregoing agree-
ment to arbitrate and other agreements to arbitrate with an
additional person or entity duly consented to by the parties to
this Agreement shall be specifically enforceable in accordance
with applicable law in any court having jurisdiction thereof.
7.4 The award rendered by the arbitrator or arbitrators shall be
final, and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
ARTICLE 8
TERMINATION, SUSPENSION OR ABANDONMENT
8.1 This Agreement may be terminated by either party upon
not less than seven days' written notice should the other party
fail substantially to perform in accordance with the terms of this
Agreement through no fault of the party initiating the termination.
8.2 If the Project is suspended by the Owner for more than 30
consecutive days, the Architect shall be compensated for ser-
vices performed prior to notice of such suspension. When the
Project is resumed, the Architect's compensation shall be equi-
tably adjusted to provide for expenses incurred in the interrup-
tion and resumption of the Architect's services.
8.3 This Agreement may be terminated by the Owner upon
not less than seven days' written notice to the Architect in the
event that the Project is permanently abandoned. If the Project
is abandoned by the Owner for more than 90 consecutive drys,
the Architect ntay terminate this Agreement by giving written
notice.
8.4 Failure of the Owner to make payments to the Architect in
accordance with this Agreement shall be considered substantial
nonperformauncc and cause for termination.
8.5 If the Owner fails to make payment wlhcn due the Archi-
tect for services and expenses, the Architect may, upon seven
days' written notice to the Owner, suspend performance of scr-
vices under this Agreement- Unless payment in full is received
by the Architect within seven days of the date of the notice, Elie
suspension shall take effect without further notice. In the event
of a suspension of services, the Architect shall have no liability
to the Ocvncr for delay or damage caused the Owner becarusc
Of Such suspension of set ices.
8.6 in the event of termination not the fault of the Architect,
the architect shall be compensated for services performed prior
to termination, together -,with 116111hursable Expenses then (file
and ;ll Termination E ?xpcnscs as defined in Paragraph 8.7.
8.7 -Termination Expanses are in addition to compensation for
Basic and Additional Services, and include cxpcnses which arc
directly Attribtrtahle to termination. 'Termination Expenses shall
he computed :Ls a percentage of the total compensation for
Basic Services and Additional Services earned to the time of ter-
mination, :is follows:
1 Twcnty percent of the total Coll perhsaIion for Basic
and Additional Services canned to date if termination
occurs before or during the predesign, site analysis, Or
schematic Design Phascs; or
.2 Ten percent of the total compensation for Basic and
Additional Services earned to date if termination
occurs during the Design Development Phase; or
.3 Five percent of the total compensation for Basic and
Additional Services earned to date if termination
occurs during any subsequent phase.
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 Unless otherwise provided, this Agreement shall be gov-
erned by the law of the principal place of business of the
Architect.
9.2 Terms in this Agreement shall have the same meaning as
those in AIA Document A201, General Conditions of the Con-
tract for Construction, current as of the date of this Agreement.
9.3 Causes of action between the parties to this Agreement
pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall com-
mence to run not later than either the date of Substantial Com-
pletion for acts or failures to act occurring prior to Substantial
Completion, or the date of issuance of the final Certificate for
Payment for acts or failures to act occurring after Substantial
Completion.
9.4 The Owner and Architect waive all rights against each
other and against the contractors, consultants, agents and
employees of the other for damages, but only to the extent cov-
ered by property insurance during construction, except such
rights as they may have to the proceeds of such insurance as set
forth in the edition of AIA Document A201 , General Conditions
of the Contract for Construction, current as of the date of this
Agreement. The O-.vncr and Architect each shall require similar
waivers from their contractors, consultants and agents.
9.5 The O%vner and Architect, respectively, bind themselves,
their partners, successors, assigns and legal representatives to
the other pare, to this Agreement and to the partners, succes-
sors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither Owner nor
Architect shall assign this Agreement without the written con-
sent of the other.
9.6 This Agreement represents the entire and integrated agrec-
ment between the Owner and Architect and supersedes all
prior negotiations, representations or agreements, either writ-
ten or oral. This Agreement may be amended only by written
instrument signed by both Owner and Architect.
9.7 Nothing contained in this Agreement shall create a contrac-
tual relationship with or a cause of action in favor of a third
party against either the Owner or Architect.
9.8 Unless otterwise provided in Ellis Agreement, the Architect
and Architect's consultants shall have no responsibility for the
discovery, presence, handling, ranoval or disposal of or exl)o-
sure of persons to hazardous nta[crials in any format the Project
site, inCludirg but 1101 limited to aslxstos, asbestos products,
polychlorinated biphenyl (PCB) or other toxic substauhccs.
9.9 The Architect shall have the right to include ncprescilta-
lions of the design of the Project, irICluding photographs of the
cx[crior and interior, among the Arc'hitect's promotional and
professional materials. The Architect's materials shall not
inCludc the Owner's confidential or proprietary inform;ttion it
the Owner has previously advised the Architect in writing of
AIA DOCUMENT B141 • OWNER ARCIIITECT AGREEMENT • FOURTEENTH EDIT[ON • AIA", • ©1987
7 B141 -1987 Tln: AMERICAN IN I ITU rE Oh ARCIIITECTS, 1 735 NEW 1'ORK AVENUE, NW., WASHINGTON, 1)C 2rNN)6
WARNING: Unlicensed photocopying violates U -S- copyright taws and is subject to legal prosecution.
11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services
• in each ph;tse shall total the following percentages of the total Basic Compensation payable:
(Insert auditioned phases cu appropriate.)
Schematic Design Phase:
Design Development Phase:
Construction Documents Phase:
Bidding or Negotiation Phase:
Construction Phase:
percent (20 ' /,)
percent (15 %)
percent (40 /r)
percent ( 5 `i )
percent (9O Wo)
$16,500
12,375
33,000
4,125
16,500
Total Basic Compensation: one hundred percent (100 %) $82,500
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:
KJLTTPT-E OF HOURLY SALARY x1.3 x 2.25.
11.3.2 FOR ADD[TIONAI. SFRVKAl S Of. •I IIE :\RCI111.1iCT, as described in Articic.S i and 12, other 111;[11 (1) Additional Project
Rcl)rcticntation, as dcscrihcd in Paragraph i_ 2, and (2) scrviccs inc'ludcd in Article L' as 1)art of B:ISic Scn ICCS, but CXC[uding
Scrviccs of C0)I1SUICAMS, Compensation sh:111 he crmtputcci ;[.S Iirllows:
ifrr r 1 hrr.,i Ill t nrrrpe«,rrrn,n, .... drub rw s mid nr nr «Ifr/ ! . "I 1)wo 1)i 7 ! r,n«nt f l ,l,crra, ir„ l',-irr, iprrl.' rrra/ rnr /,lr,l�t.t,, - -, rued rdrrrtif r i'rim it "il, nu,l Jrts�ri 1.
. nrf l ,ace,. rJ ,erin irrd hlr rrtrll �pc sibs ±t r rrr<•, t" n lur1, la ril, mere 1111 Ihnr 1, .ri r,mfp, u,rr'r rr .yrpli•. if ne, " .rrrr r
Principal $85-
Project Manager 85-
Project Architect 65-
Interior Designer 50-
Production Arch. 55--
Tech Support 40-
11.3.3 G��� yr llVe [�
��ihi(���t. SERVICES UQ CONS I;LTAN7'S, including additional structural, mechanical and electrical engineering
services and those provicled under Suhparagraph 3.4.19 or identified in Article 12 as part of Additional Services, -I nulltiple of
One (1.O ) tirtics the :utuwnts hilled to the Architect for such services.
llderrrr /l• spot11rc Ilpcc (,JcmIsrdIWWS ill Arlich, 12. rJ req «ircd.)
11.4 REIMBURSABLE EXPENSES
11.4.1 FOR REI,bIBURSABI.I: EXPENSES, as described in Paragraph 10.2, and anv other items included in Article 12 as Rcimbursabfe
Expenses, a multiple of One (1.0 } times the expenscS 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 completecl within FOU�
( 24 ) months of the date hereof, through no fault of the Architect, extension of the Architect's sen•Icc. hevonc [hat timc.Shall be
compensated is provides! in Subparagraphs 10.3.3 and I Li. 2.
11.5.2 Payments are due and payah6-_F4qttrt15M ! !�
3�
( ) da}S from the d:uc of (11c r \rdtitcct•s invoice.
:lnututlts unpaid T it _ ey14 ( .3'� 1 ) d:lys after the in oicc date shall heir interest at tits rate entered below, or
in the absence thereof at t)rC legal rate pre ,.-ailing from time to time at the princip:il place Of httSiness of the Architect.
(lrtavf rill'. uI urfer ��,! rr,�reell lip-1)
if 'curl luu:c rend r['r /rrrrenu•rrts und", f1w Fedrrrr/ I rWh irr Lerrdi«,g :ICf. ±i"Ithir slutc cruel 1", al cr,n.:rmrrr, l still Lrux roof other r,•,�ulan,rrt, of the Ore urr ', rued Jri hr
teLt .1 pr1 «C i/lad ll