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1 9 9 7 D IT I 0 N AlA DOCUMENT 8141-1997 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services AGREEMENT made as of the in the year Ninety-Eight {In words, indicate month and year} 4th day of BETWEEN the Architect's client identified as the Owner: (Name, address und other inj(mnation) and the Architect: (Name, address and other For the following Project: (Inc!udc detailed description of Project) City of Moscow P.O. Box 9203 122 E. Street Moscow,IJ 83843 ALSC Architects, P.S. 203 N. Washington, Suite 400 Spokane, WA 99201 Public Works Operations Complex: Master Planning for a new Operations Complex. August A. B. c. Ilesign & CMS for a vehicle and equipment storage building. Additional miscellaneous services/projects as identified. The Owner and i\rchitect agree as follows. Copyright 1917, 1926, 1948, 195l 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, ©1997 by The American institute of Architects- Reproduction of the material herein or substant\al quotation of its pro1/lsions without written permission of the A!A violates the copyright laws of the United Slates and will subject rhe v§olator to legal prosecu- I This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION ©1947 AlA® AlA DOCUMENT 8141·1997 STANDARD FORM AGREEMENT The American lnstiture of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006<5292 98-48 I ---PAGE BREAK--- ARTICLE U INITIAL INFORMATION i.U This Agreement is based on the follmving infornution and assumptions. !he the item;; in.,crting the requested in(onnation or a stt!tcment such as'not annhJn. Both parties, however, recognize that such information mav and, in tlut event, the { )wner and the ;\rchitcLt shall negotialc :xpproprlak adjustm.__'nts in schedule, and Change in S..:rviccs in accordance with Paragraph l.J.j. WARNiNG Urdkensed photocopying violates U.S. copyright taws and will subject the violator to legal prosecution. I 01SS7 AlA® AlA DOCUMENT 8141·1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W Washington, D.C 20006·5292 I ---PAGE BREAK--- ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 The Owner and the Archited shall cooperate with one another to fulfill their respective obligations under this Agrci.'rnenL Both parties shall endeavor to maintain good working relationships among all mernbers of the Project team. 1.2.2 OWNER 1.2.2.1 Unless othenvise provided under this Agreement, the 0\'-mer shall provide full information in a timdy manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 1'5 days after receipt of a written request, information necessary and relevant for thf Architect to evaluate, give notice of or enforce lien rights. 1.2.2.1 The Owner shall periodically update the budget for the Project, including that portion allocated for the Cost of Lhc \Vork. The Ovvner shall not significantly increase or decrease the overall budget, the portion of th.: budget allocated for the Cost of the \Vork, or contingencies included in the overall budget or a portion of the budget, without the agreement nf the Architect to a corresponding change in the Project scope and quality. 1.2.2.3 T'he Owner's Designated Representative identified in Paragraph LLJ shall be authorized to act on the 0\-Vner's behalf with respect to the Pro jed. The Owner or the Owner's Designated Representative shall render decisions in a hmdy manner pertaining to submitted by the Architect in order to avoid unreasonable delay in Lhe orderly and sequential progress of the Architect's services. 12.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph I.LJ or authorize the Architect to furnish tht."m as a Change in Services when such services dre requested by the Architect and are reasonably required by the scope of the Project. 1.2.2.5 Unless othenvise provided in this Agreement, the Ov.mer shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2.6 The O>i !itt 3hrtH fumiJ1 aH legal, ilUttHme 1111d :en ice.;, induiJinJ a'ISitiHg Jet, ic:eJ, that ma; l;c Jeasunal-llf f:leetxat; at tmy time kn the Pruji'c to FRee thE!(} 'Ner\ n.ni 'H4 rJ i R1 Jr 'ftf 1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any ermrs, omissions or inconsistencies in the Architect's Instruments of Service. 1.2.3 ARCHITECT 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 14 1.2.3.2 The Archikct's services shall be performed Js expeditiously as is consistent with professional skiH and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the ,\rchikct's services which initially shall be consistent with the time periods estaf)lishtd in Subparagraph LL2.6 and which shall he adjusted, if necessary, as the Project proceeds. This schedule shall include allmvances for periods of time required for the Ovvner's review, for the perforrnance of the Owner's consultants, and for approval of submissions hy authorities having jurisdiction over the Project. Time limits established hy this schedule approved by the Owner slull nol, except for reasonable cause, be exceeded hy the A.rchitcct or Chvner. W.RNIMG Unlicensed photocopying violates US. copyright laws and will subject the violator to legal prosecution. I ©1997 A A® AlA DOCUMENT 8141-1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006ƈ5292 I ---PAGE BREAK--- I ©1:19/ AiA® AlA DOCUMENT B141-1997 STANDARD FORM AGREEMENT The American Institute of Archifects 1735 New York Av0rue, N.w_ Washington, D.C. 20006-5292 1.2.3.3 The Architect's Designated Representative identified in Paragraph LLJ shall be authorized to act on the Architect's behalf with respect to the Project. 1.2.3.4 The Architect shaH maintain the confidentiality of information specifically designated as confidential hy the Owner, unless withholding such information would vidlate the bvv, acale the risk of ;;igniflcant harm to the public or prevent the An::hitect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.2.3.5 Except with the Owner's knowledge :.md consent, the Architect sluli nol engage in any activity, or accept any employment, interest or contribution that vvnuld reasonably appear to compromise the Architect's professional judgment with respect to this Project. 1.2.3.6 The Architect shall reviC'v\' bws, codes, :md regulations applicable to the Architect's services. The Architect shall respond in the design of lhe Project tn imposed by governmental authorities having jurisdiction over the Project. 1.2.3.7 The Architect shall he entitled lo rely on the accurJcy anJ completeness of services and information furnished by the Owner. The Architect shall provide prompt writlen notke to the Owner if the Architect becomes mvare of any errors, ornissinns or inconsistencies in such services ur information. ARTICLE 1.3 TERMS AND CONDITIONS 1.3.1 COST OF THE WORK 1.3.1.1 The Cost of the \Vurk shall bt: the tutal cost or, to the extent the the estimated cost to the Owner of all ekments uf tbc Project designed Architect. is not completed, or specified by the 1.3.1.2 The Cost of the \Vork shaH includt: the cost at current market rates orlabor and materials furnished by the Owner and equipment designed, specified, selected or for the Architect, including the costs of management or supervision construction or instaHation provided hy a separate construction manager or contractor, plus a reasonable alkJ\vance fur their overhead and profit. In addition, a reasonable alhJ\vancc for contingencies shall he indudt:d for market conditions at the time of bidding and for change-:., in tht" \Vork. 1.3.1.3 The Cost of the \Vmk does not include the compensation of the Architect and the Architect's the costs nf the land, rights-ofŹ way and or other costs that arc the responsibility (Jf the Chvner. 1.3.2 INSTRUMENTS OF SERVICE 1.3.2.1 Drawings, specifications and other documents, including those in electronic fonn, prepared by the Architect and the Architect's consultants arc Instruments of ServicP for use sGie ly with respect to this Project. The Architect and the Architect's cnnsultants shall be deemed the authors :md of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. 1.3.2.2 Upon execution of this Agreement, the Architect grants tl) the Owner a nonexclusive license lo reproduce the Architect's Instruments of Service solely fnr purposes of constructing, using anJ maintaining the Project, provided thJt the l},vner shall comply with all obligations, including prompt of źdl sums due, under this Agreement. The Architect shall ---PAGE BREAK--- nbtain similar nonexclusive licenses from the Architect's consultants consistent \Vith this Agreement. Any termination of this Agreement prior to completion of the Project shall tenninatt: this lir..:ense. Upon such termination, the Owner shall refrain from making further reproductions or Instruments of Service and shall return to the Architect within seven days of termination all originals and n.:'productions in the Owner's pthSession or controǘ If and upon the date the Architect is ;1djudgeJ in defll!lt of this Agreement, the fi:m.:going license shall bl' deemed terminated and replaced by a second, nonexclusive license permitting the Owner to authorize other sirnilarly credentialed design professionals to reproduce and, vvherc permitted by law, to make corrections tJf additions to the of Service solely for purposes of and maintaining the Project. 1.32.3 for the licenses granted in Subparagraph Lj.2.2, no other license or right shall be deemed or implied under this ,\grcemt'nt. The Owner Ǚhall not assign, delegate, -,uhlicense, pledge or otherwise transfer any license granted herein to aJli.Jther parly without the written agreement of the :\n:hitect. Hmvt̥ver, the Ovvner shall he pt'rmittcJ to authoriE_e the Contractor, and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate tn and for use in their ext;cution of the \Vork by license granted in Subpardgraph 1.,1.2.2. Submission or distribution of Instruments of Servicǚ to meet official regulatory requirements or for similar purposes in connection vvith the Project is not to be construed as publication in derogation of the reserved rights of the Architect ctnd the Architect's consultants. The Owner shall not use the Instruments of Service for future additions ur alteratitms to this Pmject or for other projects, unless the Owner obtains the prior written agreement of the Architect and the Architt.>ct's consultants. Any t.nuuthorized use of the Instrurnents of Service shall he at the Owner's sole risk and without liability tn the Architect and the Architect's consultants. 1.3.2.4 Prior to the :\rchited providing to the Owner any of Scrvic<: in electronic f(Jrm or the Owner providing, to the Architccl anǛ' electronic data for incorporation into the Instruments of S<:rvice, the Owner and the Architect shall separate written agreement sd forth the specific conditions governing the format of such Instruments of Service or electronic data, any speciallin.dtations or licenses not otherwise provided in this Agreement. 1.3.3 CHANGE IN SERVI CES 1.3.3.1 Change in Services of the Architect, induding services required of the Architt.\.:t's consultants, may be accomplished aftn executinn of this ,\grcernt.'nt, without invalidating the c\creromcnt. if mutuǜdly agreed in writing, if required hy circumstances beyond the Archite(t's or if the /\.rchitect 's services are as described in Subparagraph l.J.J.1. In the Jbsence of mutual agreement in the Architect shall notify the (hvner prior to providing such \CrY ices. If the Owner deems that all or a phall giv<: prompt written to the Architect, J.nd the Architect shǝ1ll have no oPuǞuum• to provide those sŶ?rvices. Except for a change due to the fault of the Architect, Change in Services of tlw Architect shall entitle the Arr..:hitect to an adjustment in compensation pursuant to L).l- and lo any Reirnbursahlt Fxpenst:s described in Subparagraph 1.3.9.2 and Paragn1ph 1.3.3.2 If ǟtny of the f(JI!m-ving cin.:umstances affecl the Architect'Ǡ services (or the Project, the Architect shall he t:·ntitled to an appropriate adjustment in the Architect's schedule and ion: .1 change in the instructions or approvJb given by the ()\v·ner thJt necessitate revisions in Instruments nf Service; .2 enactment or revision of codes, lm-Ys or regulations nr ,Jffir..:ia! interpretations which necessitate chang<:S to previously prepared Instruments of Servir..:c; WlrRI!!N!O Un!fcemed vto!ate.s U.S. copyright !aws and witl subject the viofator to legal orosecution. I 0:Unless otherwise required by law. ©1997 AiA® AlA DOCUMENT 8141·1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 I ---PAGE BREAK--- I ©1997 AIF.® AlA DOCUMENT 8141·1997 STANDARD FORM AGREEMENT The American institute of Architects 1735 New York Aver.ue, N.W Washington, D.C. 20006-5292 .3 decisions of the Owner not rendered in a Lim ely manner; .4 significant change in the Project including, hut not limited to, siz.:, quality, complexity, the Owner's schedule or budget, or procurement method; .s failure of performance on the part of the Owner or the 0\vner's consultants or contractors; .6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto; .7 change in the infonnation contained in Article l.L 1.3.4 MEDIATION 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject lo mediation as a condition precedent lo avh;it}:"JHon nr the institution of legal or equitable proceedings by either party. lf such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution nf the mal.tcr mediationʼn 1=v arPi lntign 1.3.4.2 The Owner and Architect shall endeavor tu resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree shaH be in accordance with the Construction Industry l'vfediation Rules of the American Arbitration Association currently in effect. Request for mediation shall he fil.:d in writing with the other party to this Agreement and with the American Arbitration Association. Tht reqMef' I?G PriJ", cqnro:Mtnratl:- with tfl1o1 Hling pf -a fnt sha 1e demand f()f arbitration be made afted the date when institution of legal equitable proceedings 'ed on such claim, dispute nr other} matter in question would be arrcd by the applicable statute of itations_ - 1.3.5.4 i':o arbitra · 1 arising out of or relating to this Agreement shall inc by consolidation! or joinder or· any other manner, an additional pt.Ts,m or entity not a party to 'is ;\greement) except vvritten consent containing a specific reference tn this Agreement and Sl0 -ŋd by the! er, Architect, and any other person or cntitr sought to be joined. Consent to arb1 · tlonl ! b ' I Wfi•8a:INr1: Unlicensed Photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. ---PAGE BREAK--- Owner 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The .-\rchitect and the \h"-'llt'f waive consequential for claims, disputes or other matters in question Ɯ1rising out of or relating to this Agreernent. This mutual \Vaiver is applicable, without limitati,:}n, to all consequentiƝll damages due to either party's termination in accordance with Para:z,raph 1.3.H. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the law of the: principal place of business of the .\rchiteet, UJlless (ttlierwise provided in I'aragrapb 1 1.3.7.2 "Ihms in this Agreement shall have the same meaning as those in the edition of AJA Docur:nent A201, Ceneral Conditions of the Contract for Construction, current as of the date of this Agreement. b b 't."rH<:XI to have accrued and the applicable stJtutcs of limitations shall not later than · her the date of Substantial Completion for acts or failures to act rring prior \ to Substantial Clll11f ion or the date of issuance of the final Certificate · Payment for acts ! or failures to act occurrin0 ' fter Substantial Completion. In no nt shall such statutes of I limitothing contained in this Agreement shall aeate a contractual relationship with or a cause of Jction in favor of a third party against either the Owner or Architect. !.3.7.6 Unless othervvise provided in this Agreernent, the Architect and Architect's consultants sh;:Ill have no responsibility for th(' discovery, presence, handling, removal or disposal of or exposure of persons to hazard1)US materials or toxk substances in any form at the Project site. 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Pro jed arnong the Architect's promotional and professional materi;:ds. The Architect shall he given reasonable access to the completed Project to llle compensated, plus an amount for the Architect's anticipJted profit on the value of the services not performed by the Architect. I W#c&NC!Ni7' Hnli..-,.MI>fi nhotocoovino violates U.S. copvrl.Q:ht laws and will subject the violator to legal prosecution. ---PAGE BREAK--- 1.3.9 PAYMENTS TO THE ARCHITECT 1.3.9.1 on ;Kcount of service::; rendered having jurisdiction over the Project; .3 reproductions, plots, standurd form documents, po:.tȀJge, handling and delivery of of Service; A expense of overtime work requiring higher than rcguLu- rates if authori:reJ in advance the (Jwner; 5 renderings. models and mockȁups requested by the Owner: .6 expense of protC:--.sinnal liability insurance dedicated exclusively to this Project or the cxp̢nse uf additinnȄtl insurance coveragt.' or limits requested by the Owner in ;:xcess of thai normally carried by the Architect and the Architect\ consultants; ,1 reimbursable expenses as designated in PJ.ragraph _a other similu direct Projt'ctȂrdatcd expenditures. 1.3.9.3 Records of Reimbursable of expenses rwrtaining td e1 Change in Services, and of services perJ\mncd on lhe basis of rates or a multiple of 1 )irt'Ct Personnel Expense shall be avaibhk h> tht· Ovvner or the Owner's authorized reprt.'Sent;llive at mutually convenient times. 1.3.9.4 Dired Personnel is defined as the direct salaries of the Architect\ personnel engaged on the Project and the· portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and ntha statultny insur;.mce, sick kavc, holidays, vacations, t.'mployee retirement plans und ȃimilar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAl TERMS AND CONDITIONS 14.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and inl'eurr!ied bct\ved1 the Owner and the Architect and supersedes ali prior negotiations, ot agreements, either \Witten or oral. This Agr.:ement may he amended onlr hy vvritkn instrument .;;Jgned both (}v\'!ler and Architect. This Agn:cment comprises the documents listed bdm,/. iA.U Forrn of Agreement lkt\n'en Owner and Architect, AL\ Document BJ . .J-l-I9Y7· 14.1.2 Standard Form of Architect's Servic Design and Contr;Jct ,\dministration, I\1:\ f)ocument Bqi-1)197, or as follows: See attached Scope of Work for Master Planning Effort. 1.4.13 Other dtKU!nents iUs! other documcms, if diiJ'- (orming piiri o{ th, WJ\)&ilN