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1 H E A M E RIC A N I N S T IT U T E 0 F A R C H I T E C T S AlA 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 Fourth (4th) Nineteen Hundred and Ninety-One day of June in the year of BETWEEN the Owner: (Name anct actdress) and the Architect: (Name and address) The City of Moscow 122 East 4th Moscow ID 83843 Gordon D. Longwell G.D. Longwell- Architects W. 215 Commerce Drive Hayden Lake, ID 83835 For the following Project: (Include detailed description of Project, location, addres and scope.) The Owner has made application to and has been approved by the Idaho Department of Commerce, herein referred to as "the Department," for the receipt of grant funds under the Idaho Community Development Block Grant (CDBG) Program for the installation of features to provide barrier-free access, including the installation of a four stop elevator, construction of a second stair, and remodeling of restrooms, in the former federal post office building located at 206 East 3rd in Moscow, Idaho. The Architect agrees to perform various professional design services required for the design of the project (as more fully described in the "Detailed Project Description" on pp. 6-7 of the Application for an Idaho Community Development Block Grant, dated January 31, 1991), construction observation and grant administration, as outlined herein. The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948,1951, 1953, 1958,1961,1963,1966, 1967,1970, 1974, 1977, 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 Jaws of the United States and will be subject to legal prosecution. AlA DOCUMENT 8141 • OWNER·ARCHITECT AGREEMENT • FOURTEENTH EDITION • AlA* • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1987 1 91Ñ ---PAGE BREAK--- TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per formed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5 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 Owner's program, schedule and construction budget requirements, each in terms of the other, subject tO the limita tions set forth in Subparagraph 5.2 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu ments consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc tural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu ments and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifica tions setting forth in detail the requirements for the construc tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Condi tions of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments ta previous preliminary estimates of Construction Cost indi cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Consuuction and termi nates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substan tial Completion of the Work. 2.6.2 The Architect shall provide administration of the Con tract for Construction as set forth below and in the edition of AlA Document A20 1, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the ContractOr, which consent shall not be unreasonably withheld. AlA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDlTION • AlA"' • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1987 2 ---PAGE BREAK--- 2.6.15 The Architect shall interpret and decide matters con cerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial deci sions, the Architect shall endeavor to secure faithful perfor mance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2.6.17 The Architect's decisions on matters relating to aesthe tic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in ques tion between the Owner and Contractor relating to the execu tion or progress of the Work as provided in the Contract Documents. 3.1 ARTICLE 3 ADDITIONAL SERVICES GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to com mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Addi tional Services are not required, the Architect shall have no obli gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 lf more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carry ing out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen sated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AlA Document B352 current as of the date of this Agreement, unless otherwise agreed. 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 are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces sary by adjustments in the Owner's program or Proj ect budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's fail ure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but 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 5.2.5. 3.3.3 Preparing Drawings, Specifications and other documen tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating substi tutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and fur nishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default 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 legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negOtia 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 Owner's needs and program ming the requirements of the Project. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or com parative studies of prospective sites. AlA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AlA" • ©!987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 200o6 8141-1987 4 ---PAGE BREAK--- 5.1 ARTICLE 5 CONSTRUCTION COST DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti mated cost to the Owner of all elements of the Project designed or specified by the Architect. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Con tractor's overhead and profit. In addition, a reasonable allow ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of-way, financing or other costs which are the respon sibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Con struction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that nei ther the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such ftxed 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, com ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu ments alternate bids to adjust the Construction Cost to the ftxed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.2.4 If a ftxed limit of Construction Cost (adjusted as pro vided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: . 1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documents pre pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. The Owner shall be permitted to retain copies, including repro ducible copies, of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Archi tect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compen sation to the Architect. 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in deroga tion of the Architect's reserved rights. ARTICLE 7 ARBITRATION 7.1 Claim disputes or other matters in question etween the parties to this reement arising out of or relati to this Agree ment or breach ereof shall be subject to a decided by arbi tration in accordan with the Construe · n Industry Arbitra tion Rules of the Arne · an Arbitratio sociation currently in effect unless the parties tually a ee otherwise. 7.2 Demand for arbitration other party to this Agreem with the American Arbitra tion Association. A dem a for arbit tion shall be made within a reasonable time r the claim, dis question has arise . n no event shall the and for arbitration be made after e date when institution of proceedings ased on such claim, dispute or er matter in question ould be barred by the applicable statutes o · 'tations . o arbitration arising out of or relating to this Agr ment include, by consolidation, joinder or in any other m r, additional person or entity not a party to this Agreemen , AlA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION o AlA® o ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1987 6 ---PAGE BREAK--- the specific information considered by the Owner to be confi dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 1 0.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary con tributions and benefits related therero, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 1 0.2.1 Reimbursable Expenses are in addition to compensa tion for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and con sultants in the interest of the Project, as identified in the follow ing Clauses. 1 0.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for secur ing approval of authorities having jurisdiction over the Project. 1 0.2.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents. 1 0.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 1 0.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 10.2.1.5 Expense of additional insurance cover'Jgc or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants. 1 0.2.1.6 Expense of computer-aided design and drafting equipment tin1e when used in connection with the Project. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 1 0.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made and, where applicable, shall be in proportion to ser vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. 1 0.3.3 If and to the extent that the time initially established in Subparagr-Jph 11.5 .1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser vices rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 10.3.4 When compensation is based on a percentage of Con struction Cost and any portions of the Project are deleted or otherwLĦe not constructed, compensation for those portions of the Project shall be payable to the extent services are per formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on the lowest bona fide bid or negotiated proposal, or if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such por tions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 1 0.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made upon presentation of the Architect's statement of services ren dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall he made from the Architect's com pensation on account of penalty, liquidated damages or other sums withheld from payments ro contractors, or on account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 1 0.6.1 Recordĥ of Reimbursable Expenses and expenses per taining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail able to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIALPAYMENT of zero Dollars($ 0.00 shall be made upon execution of this Agreement and credited to the Owner's account at ftnal 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 he computed as follows: heW< of compensutirm, inc/udinR stipulated sum.,, nwlliJ>Ies m· pen·entag"'· and tdellli/!• phases to tl'htciJ parllcular me/bods of coiiiJII!Il.