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American Instituate of Architects Standard Form of Agreement_10.18.1976 and 10.04.1976
THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document B141 Standard Form of Agreement Between Owner and Architect THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made this Eighteen day of October in the year of Nineteen Hundred and Seventy Six BETWEEN the Owner and the Architect: City of Dubuque City Hall Dubuque, Iowa 52001 Bowen Kanazawa Partnership 11 North Allen Street Madison, WI 53705 For the following Project: (Include detailed description of Project location and scope) Five Flags Civic Center Bounded by Locust, 4th, 5th, and Main Streets Excluding the Existing Orpheum Theatre Dubuque, Iowa The Project Scope includes a Multi -Purpose Auditorium, Public Promenade connecting the existing Orpheum Theatre, Multi -Purpose Auditorium -Ice Complex, and related ancillary support facilities. The Owner and the Architect agree as set forth below. AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIA® THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 020006 1 FIXED FEE I. THE ARCHITECT shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of this Agreement. A. FOR BASIC SERVICES, as described in Paragraph 1.1, Basic Compensation on the basis of a FIXED � LUMP SUM FEE One Hundred and shall be computed Seventy -Three Thousand dollars ($ 173, 000. 00 ), B. FOR ADDITIONAL SERVICES, as described in Paragraph 1.3, compensation computed as follows: I. Principals' time at the fixed rate of For the purpose of this Agreement, the Thirty -Five dollars ($ 35. 00 Principals are: per hour. Ronald g Gene Bowen Henry Kanazawa Frederick Zimmermann Rolland Williamson 2. Employees' time (other than Principals) at a multiple of Two and Half ( 2.5 ) times the employees' Direct Personnel Expense as defined in Article 4. 3. Services of professional consultants at a multiple of ( 1. 1 ) times the amount billed to the Architect for such services. This a additional services and not special consultants listed under Art' C. AN INITIAL PAYMENT of applies to Eight Thousand Five Hundr d shall b t Cie, 14. e made upon the execution of this Agreement and credited to the oOwner's account. I'D. FOR REIMBURSABLE EXPENSES, amounts expended as defined in Article 5. III. THE OWNER AND ARCHITECT agree in accordance with the Termsnd Tent that: a C Conditions of this Agree - A. IF SOPE of the Project is changed materially, compensation shall be the subject to renegotia- tion. B. IF THE SERVICES covered by this Agreement have not been completed within Thirty ( 30 months of the date hereof, the amounts of compensation, rates and multiples set forth in Paragraph II shall be subject to renegotiation. 'Reimbursable expenses include an allowance of $2, 250 for long distance telephone, xeroxing, postage and mailing. expenses will be billed mileage, at his cost, reproduce thec conhese tract tis understood thathe Owner for distributionwill drawingsand specifications AIA DOCUMENT 0141 • OWNER -ARCHITECT AGREEMEN T THE AMERICAN INSTITUTE OE ARCHITECTS, 1735 NEW YORK AV N.W„ WDIT7NG - AIA® D. IANUARY 7974 EDITION ©1974 C. 20006 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES 1.1 BASIC SERVICES The Architect's Basic Services consist of the five phases described below and include normal struc- tural, mechanical and electrical engineering services and any other services included in Article 14 as Basic Services. SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall confirm such requirements to the Owner. 1.1.2 Based on the mutually agreed upon program, the Architect shall prepare Schematic Design Studies consist- ing of drawings and other documents illustrating the scale and relationship of Project components for ap- proval by the Owner. 1.1.3 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. DESIGN DEVELOPMENT PHASE 1.1.4 The Architect shall prepare from the approved Schematic Design Studies, for approval by the Owner, the Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to structural, mechani- cal and electrical systems, materials and such other essen- tials as may be appropriate. 1.1.5 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. CONSTRUCTION DOCUMENTS PHASE 1.1.6 The Architect shall prepare from the approved Design Development Documents, for approval by the Owner, Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project including the necessary bidding information, and shall assist in the preparation of bidding forms, the Con- ditions of the Contract, and the form of Agreement between the Owner and the Contractor. 1.1.7 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Con- struction Cost indicated by changes in requirements or general market conditions. 1.1.8 The Architect shall assist the Owner in filing the required documents for the approval of governmental authorities having jurisdiction over the Project. BIDDING OR NEGOTIATION PHASE 1.1.9 The Architect, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and in awarding and preparing construction contracts. CONSTRUCTION PHASE -ADMINISTRATION Of THE CONSTRUCTION CONTRACT 1.1.10 The Construction Phase will commence with the award of the Construction Contract and will terminate when the final Certificate for Payment is issued to the Owner. 1.1.11 The Architect shall provide Administration of the Construction Contract as set forth in AIA Document A201, General Conditions of the Contract for Construc- tion, and the extent of his duties and responsibilities and the limitations of his authority as assigned thereunder shall not be modified without his written consent. 1.1.12 The Architect, as the representative of the Owner during the Construction Phase, shall advise and consult with the Owner and all of the Owner's instructions to the Contractor shall be issued through the Architect. The Architect shall have authority to act on behalf of the Owner to the extent provided in the General Conditions unless otherwise modified in writing. 1.1.13 The Architect shall at all times have access to the Work wherever it is in preparation or progress. ,once a week 1.1.14 The Architect shall make periodic visits to the site to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. On the basis of his on -site observations as an architect, he shall endeavor to guard the Owner against defects and deficiencies in the Work of the Con- tractor. The Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect shall not be responsible for construction means, methods, tech- niques, sequences. or procedures, or for safety precautions and programs in connection with the Work, and he shall not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. 1.1.15 Based on such observations at the site and on the Contractor's Applications for Payment, the Architect shall determine the amount owing to the Contractor and shall issue Certificates for Payment in such amounts. The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based on the Architect's observations at the sire as provided in Subparagraph 1.1.14 and the data comprising the Appli- cation for Payment, that the Work has progressed to the point indicated; that to the best of the Architect's knowl- edge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by the Contract AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIA® • ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 3 set forth in Paragraph 1.1 as may be required in connec- tion with the replacement of such Work. 3 1.3.14 Providing professional services made necessary by the default of the Contractor or by major defects in the Work of the Contractor in the performance of the Construction Contract. 8aS5;x�€��ga�x�Fe�t�4>Ixxs�rtkxx�iK ffix�Ta�#lxarr#>sg#k�rxxbr3[cgr�iiaxNBelnx� �p�x�SXXrtSHIsiQiiXB`diiXf4K��L,X�X�xiHXiHIarrkBECLS� �1�xlrgKx�ck�k�x�i6xfx�Df �g�.ifax�i *4 1.3.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for opera- tion and maintenance, and consultation during operation. 1.3.17 Providing services after issuance to the Owner of the final Certificate for Payment. 1.3.18 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration pro- ceeding or legal proceeding. *5 1.3.19 Providing services of professional consultants for other than the normal structural, mechanical and electri- cal engineering services for the Project. 1.3.20 Providing any other services not otherwise in- cluded in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information, including a complete program, regarding his requirements for the Project. 2.2 The Owner shall designate, when necessary, a rep- resentative authorized to act in his behalf with respect to the Project. The Owner shall examine documents sub- mitted by the Architect and shall render decisions per- taining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services. 2.3 The Owner shall furnish a certified land survey of the site giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed re- strictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full infor- mation concerning available service and utility lines both public and private, above and below grade, including inverts and depths. 2.4 The Owner shall furnish the services of a soils engi- neer or other consultant when such services are deemed necessary by the Architect, including reports, test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining sub- soil, air and water conditions, with appropriate profes- sional recommendations. 2.5 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Documents. 2.6 The Owner shall furnish such legal, accounting, and insurance counseling services as may be necessary for the Project, and such auditing services as he may require to ascertain how or for what purposes the Contractor has used the moneys paid to him under the Construction Contract. 2.7 The services, information, surveys and reports re- quired by Paragraphs 2.3 through 2.6 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 2.8 If the Owner becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents, he shall give prompt written notice thereof to the Architect. 2.9 The Owner shall furnish information required of him as expeditiously as necessary for the orderly progress of the Work. ARTICLE 3 CONSTRUCTION COST 3.1 If the Construction Cost is to be used as the basis for determining the Architect's Compensation for Basic Services, it shall be the total cost or estimated cost to the Owner of all Work designed or specified by the Architect. The Construction Cost shall be determined as follows, with precedence in the order listed: 3.1.1 For completed construction, the cost of all such Work, including costs of managing construction; 3.1.2 For Work not constructed, (1) the lowest bona fide bid received from a qualified bidder for any or all of such Work, or (2) if the Work is not bid, the bona fide nego- tiated proposal submitted for any or all of such Work; or 3.1.3 For Work for which no such bid or proposal is received, (1) the latest Detailed Estimate of Construction Cost if one is available, or (2) the latest Statement of Probable Construction Cost. 3.2 Construction Cost does not include the compensa- tion of the Architect and his consultants, the cost of the land, rights -of -way, or other costs which are the responsi- bility of the Owner as provided in Paragraphs 2.3 through 2.6 inclusive. 3.3 The cost of labor, materials and equipment furnished by the Owner for the Project shall be included in the Construction Cost at current market rates including a reasonable allowance for overhead and profit. 3.4 Statements of Probable Construction Cost and De- tailed Cost Estimates prepared by the Architect represent his best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has any control over the cost of labor, materials or equipment, over the con- tractors' methods of determining bid prices, or over com- petitive bidding or market conditions. Accordingly, the AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIA® • ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 5 shall be paid his compensation for services performed prior to receipt of written notice from the Owner of such suspension or abandonment, together with Reimbursable Expenses then due and all termination expenses as de- fined in Paragraph 8.3 resulting from such suspension or abandonment. If the Project is resumed after being sus- pended for more than three months, the Architect's compensation shall be subject to renegotiation. 6.5 Payments due the Architect under this Agreement shall bear interest at the legal rate commencing sixty days after the date of billing. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertain- ing to Additional Services on the Project and for services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on a generally recognized account- ing basis and shall be available to the Owner or his authorized representative at mutually convenient times. ARTICLE 8 TERMINATION OF AGREEMENT 8.1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 8.2 In the event of termination due to the fault of par- ties other than the Architect, the Architect shall be paid his compensation for services performed to termination date, including Reimbursable Expenses then due and all termination expenses. 8.3 Termination Expenses are defined as Reimbursable Expenses directly attributable to termination, plus an amount computed as a percentage of the total compen- sation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic Design Phase; or 10 percent if termination occurs during the Design De- velopment Phase; or S percent if termination occurs during any subse- quent phase. ARTICLE 9 OWNERSHIP OF DOCUMENTS Drawings and Specifications as instruments of service are and shall remain the property of the Architect whether the Project for which they are made is executed or not. *6 x �xsK E�STa��t xiicst �aa��rda�r�ay7€ten K�KxL11x���K�epx��agtKKl�tK ARTICLE 10 SUCCESSORS AND ASSIGNS The Owner and the Architect each binds himself, his partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer his interest in this Agreement without the written consent of the other. ARTICLE 11 ARBITRATION 11.1 All claims, disputes and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construc- tion Industry Arbitration Rules of the American Arbitra- tion Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of, or relating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional party not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by all the parties hereto. Any consent to arbitration involving an additional party or parties shall not constitute consent to arbitration of any dispute not described therein or with any party not named or described therein. This Agreement to arbitrate and any agreement to arbitrate with an addi- tional party or parties duly consented to by the'parties hereto shall be specifically enforceable under the pre- vailing arbitration law. 11.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The demand shall be. made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 11.3 The award rendered by the arbitrators shall be fi- nal, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 12 EXTENT OF AGREEMENT This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement- may be amended only by written instrument signed by both Owner and Architect. ARTICLE 13 GOVERNING LAW Unless otherwise specified, this Agreement shall be gov- erned by the law of the principal place of business of the Architect. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIAO • ©1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 ARTICLE 14 [cont. ] "I Item 1.2.2 Page 4 Add: The Architect intends to retain a local Architect to assist him in the administration of the Construction Contract. *2 Item 1. 3. 7 Page 4 Add: Provide detailed estimates of Construction Cost or detailed Quantity Surveys or Inventories of materials, equipment and labor in excess of those budgeted or approved under Special Consultants - Quantity Survey Cost Estimating $6000. 3 Item 1. 3. 14 Page 5 Clarify: Should a Bonding Company be required to complete a Project in default due to Contractor lack of performance or major construction defect caused by the Contractor, additional services could be required in the administration of the Construction Contract. '4 Item 1.3. 16 Page 5 Clarify: This service is normally provided by the Contractors providing equip- ment covering all items listed under this Item. The Architect will coordinate and collect such data for Owner use. '15 Item 1.3. 19 Page 5 Clarify: The Architect shall provide professional services covering structural (excluding soil borings & analysis), plumbing, heating, ventilating and air conditioning, ice rink engineering, and electrical engineering for the Project. Other Special Consultants anticipated at this time are listed under Article 14. Their services do not constitute additional services. *6 Article 9 Add: The Architect will provide the Owner with a complete set of reproduci- ble record prints of drawings showing significant changes in the Work made during the construction process, based on marked -up prints, drawings and other data furnished by the Contractor to the Architect. S THE AMERICAN INSTITUTE OF ARCHITECT k AIA Document 8147 za ^ A, THIS DOCUMENT HAS 641PORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION CONSULTATION MODIHCA IT H - AGREEMENT made this Fourth Hundred and Severity Six day of October BETWEEN the Owner: City of Dubuque City Hall Dubuque, Iowa 52001 and the Architect: Bowen Kanazawa Partnership Eleven North Allen Street Madison, TTvi 53705 For the following Project: (Include detailed description of Project location and scope) Five Flags Civic Center Bounded by Locust, Dubuque, Iowa 4th, 5th, and Main Streets Excluding the Existing Orpheum Theatre in the year of Nineteen The Project Scope includes a vluiti-Purpose Auditoz ium: Public Prome connecting the existing Orpheum Theatre, iVlAudit urpos Complex, and related ancillarysupport nano e Aaditorium-Ice p facilities. The Owner and the Architect agree as set forth below. AEA OCOCUM ETHE AMERICIM1 8141 INSTITUTE WNER A.KCH!T CgEE�ET IA\VARY 1y4 AEWN-N AI 2CF;ITECTS, 1736 K AVE., N.W., WASHIN N, D.C. 0GO6 -- � 1. FIXED FEE I. THE ARCHITECT shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. If. THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of this Agreement. A. FOR BASIC SERVICES, as described in Paragraph 1.1, Basic Compensation shall be computed E on the basis of a FIXED NK LUMP SUM FE One Hundred a'nd Seventy Thousand ------ dollars (5170, 000. 00 ). B. FOR ADDITIONAL SERVICES, as described in Paragraph 1.3, compensation computed as follows: 1. Principals' time at the fixed rate of Thirty -Five dollars ($ 35. 00 ) per hour. For the purpose of this Agreement, the Principals are: Ronald Gene Bowen Henry Kanazawa Frederick Zimmermann Rolland Williamson 2. Employees' time (other than Principals) at a multiple of Three —8-0 ) times the employees' Direct Personnel Expense as defined in Article 4. 3. Services of professional consultants at a multiple of One and One Tenth ( 1. 1 ) times the amount billed to the Architect for such services. C. AN INITIAL PAYMENT of Eight Thousand Five Hundred - - - - shall be made upon the execution of this Agreement and credited to theollars Owner'ss a5 ouunt.. g D. FOR REIMBURSABLE EXPENSES, amounts expended as defined in Article 5. III. THE OWNER AND ARCHITECT agree in accordance with the ment that: Terms and Conditions of this Agree - A. IF SCOPE of the Project is changed materially, compensation shall be the subject to renegotia- tion. B. IF THE SERVICES covered by this Agreement have not been completed within Thirty ( 30 ) months of the date hereof, the amounts of compensation, rates and multiples set forth in Paragraph II shall be subject to renegotiation. Reimbursable expenses include an allowance of $2, 250 for mileage, long distance telephone, xeroxing, postage and mailing. These expenses will be billed at cost. It is understood that the Owner will at his cost, reproduce the contract document drawi for distribution. ngs and specifica±:.ons AIA DOCUMENT E14; 0WAEI2.ARCHIrtCT AGREEMENT THE AMERICAN INSi1TUTE OF ARCFIITECTS, 17}5 N IANUAKY ;97q EDITION AIAOO v1974 NEW YORK AVE., N.W., WA5HINGTON, D• C. 2100E 2 TERMS AND CONDITIONS OF ACKE-EMENT BETWEEN OWNER AND ARCHITECT I ARTICLE 1 of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and in awarding ARCHITECT'S SERVICES and preparing construction contracts. 1.1 BASIC SERVICES The Architect's Basic Services consist of the five phases described below and include normal struc- tural, mechanical and electrical engineering services and any other services included in Article 14 as Basic Services. SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall confirm such requirements to the Owner. 1.1.2 Based on the mutually agreed upon program, the -Architect shall prepare Schematic Design Studies consist- ing of drawings and other documents illustrating the scale and relationship of Project components for ap- proval by the Owner. 1.1.3 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. DESIGN DEVELOPMENT PHASE 1.1.4 The Architect shall prepare from the approved Schematic Design Studies, for approval by the Owner, the Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to structural, mechani- cal and electrical systems, materials and such other essen- tials as may be appropriate. 1.1.5 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. CONSTRUCTION DOCUMENTS PHASE 1.1.6 The Architect shall prepare from the approved Design Development Documents, for approval by the Owner, Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project including the necessary bidding information, and shall assist in :he preparation of bidding forms, the Con- ditions of the Contract, and the form of Agreement between the Owner and the Contractor. 1.1.7 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Con- struction Cost indicated by changes in requirements or general market conditions. 1.1.8 The Architect shall assist the Owner in filing the required documents for the approval of governmental authorities having jurisdiction over the Project. BIDDING OR NEGOTIATION PHASE 1.1.9 The Architect, followinf, the Owner's approval of the Construction Documents and of the latest Statement CONSTRUCTION PHASE -ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.1.10 The Construction Phase will commence with the award of the Construction Contract and will terminate when the final Certificate for Payment is issued to the Owner. 1.1.11 The Architect shall provide Administration of the Construction Contract as set forth in AIA Document A201, General Conditions of the Contract for Construc- tion, and the extent of his duties and responsibilities and the limitations of his authority as assigned thereunder shall not be modified without his written consent. 1.1.12 The Architect, as the representative of the Owner during the Construction Phase, shall advise and consult with the Owner and all of the Owner's instructions to the Contractor shall be issued through the Architect. the Architect shall have authority to act on behalf of the Owner to the extent provided in the General Conditions unless otherwise modified in writing. 1.1.13 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.1.14 The Architect shall make periodic visits on,',e a Week site to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. On the basis of his on -site observations as an architect, he'. shall endeavor to guard the Owner against defects and deficiencies in the Work of the Con- tractor. The Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect shall iot be responsible for construction means, methods, tech- niques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he snail not be responsible for the Contractor's failure to car,.v out the Work in accordance with the Contract Document. 1.1.15 Based on such observations at the site and on the Contractor's Applications for Payment, the Architect shall determine the amount owing to the Contractor and shall issue Certificates for Payment in such amounts. The issuance of a Certificate for Payment shall constitute a representa'ion by the Architect to the Owner, based on the Architect's observations at the sire as provided in Subparagraph 1.1.14 and the data comprising the Appli- cation for Payment, that the Work has progressed to the point indi ated; that to the best of the Architect's knc wi- edge, information and belief, the quality of the Wor< is in accordance with the Contract Documents (subjec to an evaluation of the Work for conformance with the Contract I.jocuments upon Substantial Completion, to the results of any subsequent tests required by the Contract AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT -- JANUARY 1974 EDITION - AIAJ I= 1974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., ,N.W., WASiiINGTON, D. C. 20006 Documents, to minor deviations from the Contract Docu- T :.4 Through the on -site observations by Full -Time ments correctable prior to Ccmplcuon, and to any specific Prefect Representatives of the Work in qualifications stated in the <_ertiricate Progress, rile Ar- for Pavment); and chitect shall endeavor to provide further protection for that the Contractor is entiIlea to payment in the amount certified. By issuing a Certificate for Pavmen4 the Archi- ,ne Owner defects in the Work, but the furnish- Of hagainst _ tec[ shall not be deemed to represent that he has made Architect orzconstruoction ameans, responsible b e toject methods, any examination to ascertain how and for what purpose techniques, sequences or procedures, the Contractor has used the moneys for paid on account of the Contract Sum. or sate; r cautions and programs, or for the Contractor's failureto 1.1.16 The Architect shall he, in the first instance, perform the Work in accordance with the Contract Documents. the interpreter of the requirements of the Contract Docu- 1.3 ADDITIONAL SERVICES ments and the impartial judge of the performance there- under by both the Owner and Contractor. The Architect shall make decisions on ail claims of the Owner The following Services shall be provideen au - writing �j or Con- tractor relating to the execution and progress or the Work thorized in by the Owner, and thews all be paid for by the Owner �4 9: and on all other matters or questions related thereto. The Architect's as hereinbefore provided. decisions in matters relating to artistic effect shall be final if 5==mm••as-��egtrit consistent with the intent of the Contract Documents. ' 1.1.17 The Architect shall have authority 1.3.2 Providing financial feasibility or other special studies. •.T°- �.. to reject Work which does not conform to the Contract Documents. Whenever, in his 1.3.3 Providing planning surveys, .. reasonable opinion, he considers it nec- essary or advisable to insure the proper implementation - of the intent site evaluations, envi- ronmental studies or comparative studies of prospective sites. of the Contract Documents, he will have - `T• authority to require special lns ection or testing of an Work in accordance with the p y 1.3.4 Providing design services relative to future facili- yes, e provisions of the Contract Documents whether or not such Work systems and equipment which are not intended to be constructed be then fabricated, installed or completed. as part of the Project. 1.1.18 The Architect shall reviewand approve shop drawings, samples, 1.3.5 Providing services to investigate existing cond�- Boni or facilities or to me!<e measured drawing; thereof, i' and other submissions of the Contrac- for only for conformance with the design concept or to verify the accuracy of drawings or other informa- uon furnished by the Owner. of the Project and for compliance with the informationgiven in the Contract Documents. 1.3.6 Preparing documents for alternate bids ` 1,1.79 The Architect shall prepare Change Orders. or out -of - sequence services requested by the Owner. 1.1.20 The Architect 1.3.7 Providing Detailed Estimates of Construction Cost shall conduct inspections to de- termine the Dates of Substantial Compietion final or detailed quantity surveys or inventories of material, equipment and labor. } ,:�? and completion, shall receive and review written guarantees and related documents arse; 1.3,8 Providing interior design lbled by the Contractor, and shall issue a final Certificate for Payment. and other services re- Guired for or in connection with the selection of furni- i 1.1.21 The Architect shall not be ture and furnishings. - v responsible for the acts or omissions of the Contractor, or any Subcontrac- 1.3.9 Providing services for planning tenant or rental fors, or any of the Contractor's or Subcontractors' agents spaces. - _ or employees, or any other persons performing any of he Work. 1.3.10 - Making revisions in Drawings, Specincations - 1.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES or other documents when such revisions are inconsistent with written approvals or instructions 1.2.1 If more extensive previous;y give❑ and are due to causes beyond the control of the Archi- representation. at the site than is described under Subparagraphs 1.1.,to through tect, 1.1.21 inclusive ;s required, and if the Owner and Architect 1.3.11 Preparing supporting data and other services in agree, the Architect shall provide one or more Fuii-Time Project Representatives to connection with Change Orders if the cFan,;e in the Basic Compensation resulting from asist the Architect. the adjustec Contract Sum is not commensurate with 1.2.2 Such Full -Time Project Representatives shall be the services required of the Architect. - selected, employed and dirxted by the .\rchitect, and the Architect shall be compelsated 1.3.12 )taking investigations involving therefor as mutually agreed between the Owner and the Architect as forth detailed aprais- als and valuations of existing facilities, and surveys set in an exhibit appended to this Agreement. or inventories required in connection with construction performed by the Owner. 1.2.3 The duties, responsrliiities and limitations of au- . thority of such Full -Time Project Representatives 1.3.13 Providing consultation concerning shall be set forth in an exhibit appended to this Agreement. rep'acement of any Work damaged by fire or other cause curing con - , ;truction, and furmsning professional services ei the type 4 AIA DOCUMENT B141 Ow%ER-AkCNITECT AGREimi.Nr • iANU.1RY 1§74 EDITION THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTO,\, D.C. 26G05 2.2 The Owner shall designate, when necessary, a rep- resentative authorized to act in his behalf with respect to the Project. The Owner shail examine documents sub- mitted by the Architect and shall render decisions per- taining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services. 2.3 The Owner shall furnish a certified land survey of the site giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed re- strictions, boundaries and contours of the site; locations dimensions and complete data pertaining to existing , buildings, other improvements and trees; and full infor- mation concerning available service and utility lines both public and private, above and below grade, including inverts and depths. 2.4 The Owner shall furnis I the services of a soils engi- neer or other consultant when such services are deemed necessary by the Architect, including reports, test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining sub- soil, air and water conditions, with appropriate proies- sional recommendations. 23 The Owner shall furnish structural, . Chemical and other laboratory tests, mechanical, inspections and re- ports as required by la%Y or the Contract Documents. 2.6 The Owner shall furnish such legal, accounting, and insurance counseling services as may be necessary for the Project, and such auditing services as he may require to ascertain how or for what purposes the Contractor has used the moneys paid to him under the Construction Contract. 2.7 The services, information, surveys and reports re- quired by Paragraphs 2.3 through 2.6 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 2.3 If the Owner becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents, he shall give prompt written notice thereof to the Architect. 2.9 The Owner shall furnish information required of him as expeditiously as necessary for the orderly progress of the Work. AIA DOCUMENT B141 • OW,IN�ER-PRCHITECT AGREEMENT THE AMERICAN IN5TITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N W74 WA5HOG- AIAD. C. 974 4974 set forth in Paragraph 1.1 as may be required in connec- tion with the replacement of such Work. 1.3.14 Providing professional services made necessary by the default of the Contractor or by major defects in the Work of the Contractor in the performance of the Construction Contract. 1.3.15 Preparing a set of reproducible record prints of drawings showing significant changes in the Work made during the construction process, based on marked -up prints, drawings and other data furnished by the Contrac- tor to the Architect. 1.3.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for opera- tion and maintenance, and consultation during -operation. 1.3.17 Providing services after issuance to the Owner of the final Certificate for Payment. 1.3.18 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration pro- ceeding or legal proceeding. 73.79 Providing services of professional consultants for ARTICLE 3 other than the normal structural, mechanical and electri- cal engineering services for the Project. CONSTRUCTION COST 13.20 Providing any other services not otherwise in- 3-1 If the Construction Cost is to be used as the basis eluded in this Agreement or not customarily furnished in for des, it shag the Architect's cost or Compensation for Basic accordance with generally accepted architectural practice. the Owner of all Work designed or specified by the Services, it shall be the total cost or estimated cost 'o ARTICLE 2 Architect. The Construction Cost shall be determined as THE OWNER'S RESPONSIBILITIES follows' with precedence in the order listed: 2.1 The Owner shall provide full information, including Work, including e costs of managing'co struction;construction the cost of all such a complete program, regarding his requirements for the Project. - 3.1.2 For Work not constructed, (1) the lowest bona fide bid received from a qualified bidder for any or all of such Work, or (2) if the Work is not bid, the bona fide nego- tiated proposal submitted for any or all of such Work; or 3.1.3 For Work for which no such bid or proposal is received, (1) the latest Detailed Estimate of Construction Cost if one is available, or (2) the latest Statement of Probable Construction Cost. 3.2 Construction Cost does not include the compensa- tion of the Architect and his consultants, the cost of the land, rights -of -way, or other costs which are the responsi- bility of the Owner as provided in Paragraphs 2.3 through 2.6 inclusive. 3.3 The cost of labor, materials and equipment furnished by the Owner for the Project shall be included in the Construction Cost at current market rates including a - reasonable allowance for overhead and profit. 3.4 State. Tents of Probable Construction Cost and De- tailed Cost Estimates prepared by the Architect represent - his best judgment as a design professional familiar with the constriction industry. It is recognized, however, that neither the Architect nor the Owner has any control over the cost of labor, materials or equipment, over the con- tractors' methods of determining bid prices, or over com- petitive bidding or market conditions. Accordingly, the 5 • Architect cannot and does not not vary from any Statement ogProbable uarantee tCon hat tructioo Cost or other cost estimate prepared b ees, or his professional consultants in the interest of. the y him. Proles. for the expenses listed in the following 3.5 When a fixed limit of graphs: g Subpara- lished as a condition of this Construction Cost is es b writing signed by the parties and shall include a bidding 5 g 7 Expense on transportation the lion and living when travel - Contingency of tenunless mg it connection with the Project; long distance calls agreed upon in writing When such a fixed ot Prime amount is and telegrams; and fees agree the Architect shall be authorities havingPaid for securing approval of Permitted to determine w 5,1 •r Jurisdiction over the Project. materials, equipment, component systems and types hat of Drawings andf5peciha tons excluding construction are to be included in the Contract Docu- Expense P menu, and to make reasonable adjustments in the co a Postage and handling of the Project m bring it within the fixed limit. The archiscope at the completion of each Phase for the Ownelr duplicate v tect may p and approval shall be aid b hate bdsatooadjustdthe Constructioe in the n to uments alter -to the fixed P Y the Otvner, DocS.t.3 ti authorized in advance by the Owner, expense limit. ex overtime work requiring higher than regular rates and expense of renderings or models for the Owner's use. men If the Bidding or Negotiating Phase has not com- menced within six months after the 8,4kx�`�-35ASof=t.SCtbs ` - `^ Construction Documents to the Owner ant submits edlim t 5.7 5 Expense of computer time when used in•connec- "�,11�`CtS;#f:OYc�ti,`I,.'yiS Agreementon d as a shall be adjusted! to reflect any change of this lion with Additional Services. general level of prices which may have occurred in tthe he construction industry for the area in which the Project is located. The adjustment shall reflect changes between ARTICLE 6 the date of submission of the Construction Documents PAYMENTS TO TI to the Owner and the date C which proposals are THE ARCHITECT sought. ice Payments on account of the Architect's Basic Serv- ices shall be made as follows: 3.5.2 When a fixed limit of Construction Cost, includin 6.1,1 An the Bidding Conlin , enc initial payment as set forth in Paragraph II is paragraph 3.5.1, if a , Y (adjusted as provided in g the minimum payment under this A PP�icable), is established as a c nd- greement. lion of this Agreement and is exceeded b, 6.7.2 Subsequent bona fide bid or negotiate y the lowest made month, in payments for Basic Services shall be otiated proposal, the Detailed that the co y Proportion to s mate of Construction Cost or Esti- services performed sc the Statement of Pr Xi moersaton at the completion, Construction cost, the Owner shall 1 Probable Az>L : & ;.f - or each Phase, Proval of an increase in such 'reasonable ixed limit, give written ap-. oXga ��'��Ytix�aa nitilh9L bidding ages Of the tOta: 8 Y7( shall equal the follow- - g the Project within a rea- ,2) authorize re- ing percentages of the total Basic Compensation: Operate in revising the Project s epe and quali ytime, or (as re- quired to reduce the Probable Construction Cost. In the Schematic Design Phase I case of (3) the Architect, without additional charge, shall Design Development Phase ' • • 15% I modify the Drawings and Specifications a necessary to Construction Documents Phase ,,, 35% bring the Construction Cost within the fixed limit. The Bedding or Negotiation Phase , , �� �� Providing of such service shall be the limit of the Arch;- 6.1.3 IfotherContractuction hTime initially established in the tect's responsibility in this regard, and ha vin 1hed the Architect shall be entitled to compensation in accord- days through no fault of the Architect, com;,,e.- ion for g done so, Construction Contract is exceeded by more than thirty ante with this Agreement. Basic Services performed by Principals, employees and ART Z. professional Consultants required to complete the Ad- ministration of the Construction Contract beyond the DIRECT PERSONNEL EXPENSE thirtieth day shall be computed as set forth in Para - Direct Personnel Expense is defined as the salaries of professional, technical and clerical employees engaged graph II for Additional Services. on the Project by the Architect, and 6.2 Payments for Additional Services of the Architect as mandatory and customary benefits suchasstatutory their defined defined Paragraph Article 5, for p nsio benefits, insurance, sick leave, holidays, vacations. P esen aeon of he Architects statemnt ofa nthlys2ees ry em- shall be made month, pensions and similar benefits. Y upon I dered. n ARTICLE _ 5 6.3 No ueductions shall be made from the Architect's REIMBURSABLE EXPENSES compensation on account Ott I S.t Reimbursable Expenses are in addition to the Com- ages, or other sums withheld from da n_ pensation for Basic and Additional. Services and include tractors. Payments to con- � actual expenditures made by the Architect, his em Io e 6.4 If the Project is suspended for P Y months o; abandoned in more than three whole or in par[, the Ar-: itect i 6 AIA DOCUMENT 8741 . OW,�ER ARCHITECT THE A,MERICAN INSTITUTE OF ARCHITECTS,AG?EE.e1ENT . '11U 1735 NEW YORK AVE.,RN.W7pWASHI,OVGT AIA g;y7,t ON, D. C. 200(14 Pshall be paid his compensation for services performed rior to receipt of written notice from tfte Owner of such suspension or abanclonmGdt, together with Reimbur Expenses then clue and all termination expensable fined in Paragraph 8,3 re;;;;tises as do- ng from such suspension or abandonment. If the Project is resumed after being sus- pended for more than three months, the Architect's compensation shall be subject to renegotiation. 6.5 Payments due the Architect under this Agreement shall bear interest at the legal rate commencing sixty days after the date of billing. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertain- ing to Additional Services on the Project and for services performed on the basis of a .Multiple of Direct Personnel Expense shall be kept on a generally recognized account- ing basis and shall be available to the Owner or his authorized representative at mutually convenient times. ARTICLE 8 TERMINATION OF AGREEMENT 8.1 This Agreement may be terminated by either party Upon seven days' written notice should the Other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 8.2 In the event of termination due to the fault of par- ties other than the Architect, the Architect shall be paid his compensation for services performed to termination date, including Reimbursable Expenses then due and all termination expenses. 8.3 Termination Expenses are defined as Reimbursable Expenses directly attributable to termination, plus an amount computed as a percentage of the total compen- sation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic Design Phase; or 10 percent if termination occurs during the Design De- velopment Phase; or S Percent if termination occurs during any subse- quent phase. ARTICLE. 9 OWNERSHIP OF DOCUMENTS Drawings and Specifications as instruments of service are and shall remain the property of the Architect whether the Project for which they are made is executed or not. They are not to be used by the Owner on other projects or extensions to this Project except by agreement in writ- ing and with appropriate compensation to the Architect. the other party to this Agreement and to the partners, successors, assigns and legal representatives of such othcr- party. with respect to all covenants of this Agreement.. Neither the Owner nor the Architect sliall assign, sublet' or transfer his interest in this Agreement without the written consent of the other. ARTICLE 11 ARBITRATION 11.1 All claims, disputes and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construc- tion Industry Arbitration Rules of the American Arbitra- tion Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of, or relating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional party not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by all the parties hereto. Any consent to arbitration involving an additional party or parties shall not constitute consent to arbitration of any dispute not described therein or with any party not named or described therein. This Agreement to arbitrate and any agreement to arbitrate with an tional party or parties duly consentede parties addi- fd by th hereto shall be specifically entorcble under the pre_ vailing arbitration law. ea 11.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement anti with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in nuestion would be barred by the applicable statute of limitations. 11.3 The award rendered by the arbitrators shall be fi- nal, and judgment may be entered upon it in accordarce with applicable law in any court having jurisdiction thereof. ARTICLE 12 EXTENT OF AGREEMENT This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. ARTICLE 10 ARTICLE 13 SUCCESSORS AND ASSIGNS GOVERNING LAW Unless The Owner and the Architect each binds himself, his Partners, successors, assigns aid legal representatives to Arneitectd by . hef latw of thelprdnapalis Ap ace of businessobthe g p Architect. AIA DOCUMENT 8141 • Ow'HI NER-ARCTECT AGREEMENT THE AMERICAN INSTITUTE OF APCHITECTS, 1735 ,NEW y&K,AVE RN,yp 4WASHINGTOAIA''"J r1974 N, D. C. 20006 _ ARTICLE u OTHER. CONDITIONS On SERVICES The Architect shall retain and coordinate -the following special consultants for his use on the Project. They include but mdy not be limited to management, ice and refrigeration, acoustical and sound, theatrical and rigging, and quantity survey cost estimating consultants. The Fees for these specialized consultants shall not be a part of the Architects basic services. The respective specialized consultants Fees shall be approved and paid by the Owner to the Architect at the amount billed to the Architect for such services. The Architect shall make subsequent payments to the specialized consultants as their work is completed to the satisfaction of the Owner and Architect. This Agreement executed the day and year first written above. OWNER ARCHITECT CITY OF DUBUQUE 0 City Manager AZAWA PARTY fg SHIP Ronald Gene nowen s City Clerk Rolland_ Wilham;;on+ 8 AIA DOCUMENT B741 OWNE&ARCHITECT AGKEENIENT IANUARY i THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 \ A4 EDITION • A;Ab . i7406 EW YORK AVE., N.W., WASHINGTON, D.C. :00 October 14, 1976 To the Honorable Mayor and Members of the City Council Dubuque, Iowa Gentlemen: The Five Flags Center Building Committee has met regularly and frequently to select a Project Architect and an appropriate project delivery system. Committee members were fully aware of the complete nature of the proposed Five Flags Center, and they endeavored to carry out their mission in the_best interest of the community. We have thoroughly re-examined the credentials of the architectural partner- ship of Bowen Kanazawa, and we are convinced that this firm possesses the skill and ingenuity to provide the necessary services in a most satisfactory manner. In full agreement with this firm we further propose that a number of special consultants be retained to provide professional assistance in the areas of management, theatrical and rigging, ice and refrigeration, acoustical and sound, and quantity survey cost estimating. The selection of these special consultants, their fees and the method of payment of fees is subject to the prior approval of the owner. Fees for these services are as follows: Project Architect Basic Services $173,000 Travel Allowance (at cost) 2,250 $175,250 Special Consultants - Estimated $ 26,000 In addition we anticipate various printing costs in the amount of approximately $2,750. These expenses will be paid directly by the owner. -2- We have also examined and discussed in some detail the Contruction Management Concept, and it is our opinion that this concept is not appropriate for this project. Consequently, we recommend the traditional a-pproach - Project Architect and General Contractor. The proposed Form of Agreement between the City of Dubuque and the architect has been examined by the City Attorney, and we request that the City Council authorize the execution of this agreement so that we may proceed with the project. Members of the Five Flags Center Building Committee will be present at the October 18 Council meeting to respond to any questions or comments. Respectfully submitted, _i l Jacqueline F. Merritt Chairperson Five Flags Center Building Committee THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document B141 StaI? da:rd Farm , "aa `' ent D ie'�� [, e.n \YY L Y(�1Y �v�,�tl YYy�Y Y t1J�4V�W Wur owriek and, A,. c h:`L'-eci THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made this Eighteen day of October in the year of Nineteen Hundred and Seventy Six BETWEEN the Owner: and the Architect City of Dubuque City Hall Dubuque, Iowa 52001 Bowen Kanazawa Partnership 11 North Allen Street Madison, WI 53705 For the following Project: (Include detailed description of Project location and scope) Five Flags Civic Center Bounded by Locust, 4th, 5th, and Main Streets Excluding the Existing Orpheum Theatre Dubuque, Iowa The Project Scope includes a Multi -Purpose Auditorium, Public Promenade connecting the existing Orpheum Theatre, Multi -Purpose Auditorium -Ice Complex, and related ancillary support facilities. The Owner and the Architect agree as set forth below. AIA DOCUMENT 5141 • OWNER -ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIAOO • U1974 THE AMERICAN INSTITUTE OF A.iCHITECTS, 1735 NEW YORK AVE., N.W., WASHING -ON, D. C. 20006 i FIXED FEE I. THE ARCHITECT shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. II. THE OWNER shall compensate the Architect, in accordance with the Terms and Conditions of this Agreement. A. FOR BASIC SERVICES, as described in Paragraph 1.1, Basic Compensation shall be computed on the basis of a FIXED3X LUMP SUM FEE One Hundred and Seventy -Three Thousand dollars ($ 173, 000. 00 ). B. FOR ADDITIONAL SERVICES, as described in Paragraph 1.3, compensation computed as follows: T. Principals' time at the fixed rate of - Thirty -Five dollars is 35. 00 ) per hour. For the purpose of this Agreement, the Principals are: Ronald Gene Bowen Henry Kanazawa Frederick Zimmermann Rolland Williamson 2. Employees' time (other than Principals) at a multiple of Two and One -Half ( 2.5 ) times the employees' Direct Personnel Expense as defined in Article 4. 3. Services of professional consultants at a multiple of ( 1. 1 ) times the amount billed to the Architect for such services. This applies to additional services and not special consultants listed under Article 14. C. AN INITIAL PAYMENT of Eight Thousand Five Hundred ---------------dollars ($8, 500. 00 shall be made upon the execution of this Agreement and credited to the Owner's account. *D. FOR REIMBURSABLE EXPENSES, amounts expended as defined in Article 5. III. THE OWNER AND ARCHITECT agree in accordance with the Terms and Conditions of this Agree- ment that: A. IF SCOPE of the Project is changed materially, compensation shall be the subject to renegotia- tion. B. IF THE SERVICES covered by this Agreement have not been completed within Thirty ( 30 ) months of the date hereof, the amounts of compensation, .rates and multiples set forth in Paragraph II shall be subject to renegotiation. *Reimbursable expenses include an allowance of $2, 250 for mileage, long distance telephone, xeroxing, postage and mailing. These expenses will be billed at cost. It is understood that the Owner will at his cost, reproduce the contract document drawings and specifications for distribution AIA DOCUMENT 6141 • OWNER -ARCHITECT AGREEMENT • JANUARY 1974 EDITION • AIA(@ • 01974 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 2 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S SERVICES 1.1 BASIC SERVICES The Architect's Basic Services consist of the five phases described below and include normal struc- tural, mechanical and electrical engineering services and any other services included in Article 14-as Basic Services. SCHEMATIC DESIGN PHASE 1.1.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall confirm such requirements to the Owner. 1.1.2 Based on the mutually agreed upon program, the Architect shall prepare Schematic Design Studies consist- ing of drawings and other documents illustrating the scale and relationship of Project components for ap- proval by the Owner. 1.1.3 The Architect shall submit to the Owner a State- ment of Probable Construction Cost based on current area, volume or other unit costs. DESIGN DEVELOPMENT PHASE 1.1.4 The Architect shall prepare from the approved Schematic Design Studies, for approval by the Owner, the Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to structural, mechani- cal and electrical systems, materials and such other essen- tials as may be appropriate. 1.1.5 The Architect shall submit to the Owner a further Statement of Probable Construction Cost. CONSTRUCTION DOCUMENTS PHASE 1.1.6 The Architect shall prepare from the approved Design Development Documents, for approval by the Owner, Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project including the necessary bidding information, and shall assist in the preparation of bidding forms, the Con- ditions of the Contract, and the form of Agreement between the Owner and the Contractor. 1.1.7 The Architect shall advise the Owner of any adjustments to previous Statements of Probable Con- struction Cost indicated by changes in requirements or general market conditions. 1.1.8 The Architect shall assist t Ie Owner in filing the required documents for the approval of governmental authorities having jurisdiction over the Project. BIDDING OR NEGOTIATION PHASE 1.1.9 The Architect, following ae Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and in awarding and preparing construction contracts. CONSTRUCTION PHASE —ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.1.10 The Construction Phase will commence with the award of the Construction Contract and will terminate when the final Certificate for Payment is issued to the Owner. 1.1.11 The Architect shall provide Administration of the Construction Contract as set forth in AIA- Document A201, General Conditions of the Contract for Construc- tion, and the extent of his duties and responsibilities and the limitations of his authority as assigned thereunder shall not be modified without his written consent. 1.1.12 The Architect, as the representative of the Owner during the Construction Phase, shall advise and consult with the Owner and all of the Owner's instructions to the Contractor shall be issued through the Architect. The Architect shall have authority to act on behalf of the Owner to the extent provided in the General Conditions unless otherwise modified in writing. 1.1.13 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 1.1.14 The Architect shall make 'once to the site to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. On the basis of his on -site observations as an architect, he shall endeavor to guard the Owner against defects and deficiencies in the Work of the Con- tractor. The Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect shall not be responsible for construction means, methods, tech- niques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he shall not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. 1.1,15 Based on such observations at the site and on the Contractor's ,Applications for Payment, the Architect shall determine the amount owing to the Contractor and shall issue Certificates for Payment in such amounts. The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Owner, based ci the Architect's observations at the sLc as provided in Subparagraph 1.1.14 and the data comprising the Appli- cation for Payment, that the Work has progressed to the point indicated; that to the best of the Architect's know, - edge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject .d an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to tf.e results of any subsequent tests required by the Contract THE AMERICANTINSTITUTEE OFEARCHITECTS, 1735E NEW YORK AN N W74 WASHEDITIINGTON,AD. C. 2Q0006 3- a week Documents, to minor deviations from the Contract Docu- ments correctable prior to completion, and to any specific qualifications stated in the Certificate for Pavmenti; and that the Contractor is entitled to payment in the amount certified. By issuing a Certificate for Payment, the Archi- tect shall not be deemed to represent that he has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the Contract Sum. 1.1.16 The Architect shall be, in the first instance, the interpreter of the requirements of the Contract Docu- ments and the impartial judge of the performance there- under by both the Owner and Contractor. The Architect Shall make decisions on all claims of the Owner or Con- tractor relating to the execution and progress of the Work and on all other matters or questions related thereto. The Architect's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents, 1.1.17 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in his reasonable opinion, he considers it nec- essary or advisable to insure the proper implementation of the intent of the Contract Documents, he will have authority to require special inspection or testing of any Work in accordance with the provisions of the Contract Documents whether or not such Work be then fabricated, installed or completed. 1.1.18 The Architect shall review and approve shop drawings, samples, and other submissions of the Contrac- tor only for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents. 7.1,19 The Architect shall prepare Change Orders. 1.1.20 The Architect shall conduct inspections to de- termine the Dates of Substantial Completion and final completion, shall receive and review written guarantees and related documents assembled by the Contractor, and shall issue a final Certificate for Payment. 1.1.21 The Architect shall not be responsible for the acts or omissions of the Contractor, or any Subcontrac- tors, or any of the Contractor's or Subcontractors' agents or employees, or any other persons performing any of the Work. 1.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.2.1 If more extensive representation at the site than is described under Subparagraphs 1.1.10 through 1.1.21 inclusive is required, and if the Owner and Architect agree, the Architect shali provide one or more Full -Time Project Representatives to assist the Architect. 1.2.2 Such Full -Time Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as mutually agreed between the Owner , nd the Architect as set forth in an exhibit appended to a is Agreement. `1 1.2.3 The duties, responsih;lities and limitations of au- thority of such Full -Time Project Representatives shall be set forth in an exhibit appended to this Agreement. 4 1.2.4 Through the on -site observations by Full -Time Project Representatives of the Work in progress, the Ar- chitect shall endeavor to provide further protection for the Owner against defects in the Work, but the furnish- ing chect respoch nsible ble forject construction representation tion all not means, for ake the techniques, sequences ores, methods, safe. cautions and programs, or fort euContoractor's failurety rto perform the Work in accordance with the Contract Documents. 1.3 ADDITIONAL SERVICES The following Services shall be provided when au- thorized in writing by the Owner, and they shall be Paid for by the Owner as hereinbeiore provided. %�XIs'3t�Y�'iK1�3dFIa¢pSlfsYOl:2keKSS�TiSD'15Xte&d�SX �:ire.�ssz�;xtuY����l;eua�as`ce.;� xt� 1.3.2 Providing financial feasibility or other special studies. 1.3.3 Providing planning surveys, site evaluations, envi- ronmental studies or comparative studies of prospective sites. 1.3.4 Providing design services relative to future facili- ties, systems and equipment which are not intended to be constructed as part of the Project. 1.3.5 Providing services to investigate existing condi- tions or facilities or to make measured drawings thereof, or to venty the accuracy of orawmgs or other infoma- tion furnished by the Owner, 1.3.6 Preparing documents for alternate bids or out -of - sequence services requested by the Owner. 1.3.7 Xxltdxc3d$:tails$SSixtXjcstXN;ScisaTL.+�+Jf?�1iz;?gt XiXXy'�15R'[3Fbi:1'-4�XsY�Z',b3�A,X,�1YA".YA.l'�aS:i:i:i cf` "r iX1iYXatX3� ,,2 1.3.8 Providing interior oesign and other services re- quired for or in connection with the selection ture and furnishings. of furni- 1.3.9 Providing services for planning tenant or rental spaces. 1.3.10 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent With Written approvals or instructions previously given and are due to causes beyond the control of the Archi- tect. X3;%tKx�rr�,x;�,x1: s �;tx�axxznbrnr �:'�%�c�irrxXs�hxkksn>;sue,,;;- E�XX„�xxrc\xn S€�xis�xxtx�bma:w.�Y:�x�'�eiu;rxA �X„;,::aa� 1.3.12 Making investigations involving detailed apprais- als and valuations of existing facilities, and surveys or inventories required :n connection with const-uction performed by the Owner. 1.3.13 Providing consultation concerning repla,_ement of any Work damaged by fire or other cause during con- struction, and furnishing professional services of t1 6 type AIA DOCUMF.N7 6141 • OWNER-,\RCHITECT AGREEMENT THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NE VARY W YORK AAVE., N` ., WAEDITION AIA «� G974 SHCIGTON, D.C. 20006 set forth in Paragraph 1.1 as may be required in connec- tion with the replacement of such Work. 3 1.3.14 Providing professional services made necessary by the default of the Contractor or by major defects in the Work of the Contractor in the performance of the Construction Contract. $X%3iXiirffijYaY1T4f$74.`isbKMUiK)4K�hIMrN1XIPLk�IYfC - at�,�t�;sYsha�s�krt;X,f�; s�, �`fiu Xtcc7:11"oxl� tt>xra�irc �i}fYd�XfASixXL15MsYt`u3tli?itX�Tt�Xd��XISjXd(y1'XtYXrX}i�Si '`��lgAx�Ylxar�,st�ttu�xitgal�sx�tsasX,sx I'wcxacrtl����t,�x�tx *4 1.3.16 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for opera- tion and maintenance, and consultation during operation. 1.3.17 Providing services after issuance to the Owner of the final Certificate for Payment. 1.3.18 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration pro- ceeding or legal proceeding. g`5 1.3.19 Providing services of professional consultants for other than the normal structural, mechanical and electri- cal engineering services for the Project. 1.3.20 Providing any other services not otherwise in- cluded in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 2 THE OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full information, including a complete program, regarding his requirements for the Project. 2.2 The Owner shall designate, when necessary, a rep- resentative authorized to act in his behalf with respect to the Project. The Owner shall examine documents sub- mitted by the Architect and shall render decisions per- taining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services. 2.3 The Owner shall furnish a certified land survey of the site giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights -of -way, restrictions, easements, encroachments, zoning, deed re- strictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full infor- mation concerning available service and utility lines both public and private, above and below grade, including inverts and depths. 2.4 The Owner shall furnisF, the services of a soils engi- neer or other consultant when such services are deemed necessary by the Architect, including reports, test borings, test pits, soil bearing value:., percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining sub- soil, air and water conditions, with appropriate profes- sional recommendations. 2.5 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections and re- ports as required by law or the Contract Documents. 2.6 The Owner shall furnish such legal, accounting, and insurance counseling services as may be necessary for the Project, and such auditing services as he may require to ascertain how or for what purposes the Contractor has used the moneys paid to him under the Construction Contract. 2.7 The services, information, surveys and reports re- quired by Paragraphs 2.3 through 2.6 inclusive shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 2.8 If the Owner becomes aware of any fault or defect n the Project or non-conformance with the Contract Documents, he shall give prompt written notice thereof to the Architect. 2.9 The Owner shall furnish information required of him as expeditiously as necessary for the orderly progress of the Work. ARTICLE 3 CONSTRUCTION COST 3.1 If the Construction Cost is to be used as the basis for determining the Architect's Compensation for Basic Services, it shall be the total cost or estimated cost to the Owner of all Work designed or specified by the Architect. The Construction Cost shall be determined as follows, with precedence in the order listed: 3.1.1 For completed construction, the cost of all such Work, including costs of managing construction; 3.1.2 For Work not constructed, (1) the lowest bona fide bid received from a qualified bidder for any or all of such Work, or (2) if the Work is not bid, the bona fide nego- tiated proposal submitted for any or all of such Work; or 3.1.3 For Work for which no such bid or proposal is received, (1) the latest Detailed Estimate of Construction Cost if one is available, or (2) the latest Statement of Probable Construction Cost. 3.2 Construction Cost does not include the compensa- tion of the Architect and his consultants, the cost of the land, rights -of -way, or other costs which are the responsi- bility of the Owner as provided in Paragraphs 2.3 through 2.6 inclusive. 3.3 The cost of labor, materials and equipment furnished by the Owner for the Project shall be included in the Construction Cost at current market rates including a reasonable allowance for overhead and profit. 3.4 Staten ents of Probable Construction Cost and De- tailed Cost Estimates prepared by the Architect represent his best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has any control over the cost of labor, materials or equipment, over the con- tractors' methods of determining bid prices, or over com- petitive bidding or market conditions. Accordingly, the AIA DOCUMENT 11141 • OWNER -ARCHITECT AGREEMENT jANUARY 1974 EDITION a THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASIIINGTON'AD. C. 020006 Architect cannot and does not guarantee that bids will not vary from any Statement of Probable Construction Cost or other cost estimate prepared by him. 3.5 When a fixed limit of Construction Cost is estab- lished as a condition of this Agreement, it shall be in writing signed by the parties and shall include a bidding contingency of ten percent unless another amount is agreed upon in writing. When such a fixed limit is estab- lished, the Architect shall be permitted to determine what materials, equipment, component systems and types of construction are to be included in the Contract Docu- ments, and to make reasonable adjustments in the scope of the Project to bring it within the fixed limit. The archi- tect may also include in the Contract Documents alter- nate bids to adjust the Construction Cost to the fixed limit. 3.5.1 If the Bidding or Negotiating Phase has not com- menced within six months after the Architect submits the Construction DOCUments to the Owner, any fixed limit of Construction Cost established as a condition of this Agreement shall be adjusted to reflect any change in the general level of prices which may have occurred in the construction industry for the area in which the Project is located. The adjustment shall reflect changes between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 3.5.2 When a fixed limit of Construction Cost, including the Bidding contingency (adjusted as provided in Sub- paragraph 3.5.1, if applicable), is established as a condi- tion of this Agreement and is exceeded by the lowest bona fide bid or negotiated proposal, the Detailed Esti- mate of Construction Cost or the. Statement of Probable Construction cost, the Owner shall (1) give written ap- proval of an increase in such fixed limit, (2) authorize re- bidding the Project within a reasonable time, or (3) co- operate in revising the Project scope and quality as re- quired to reduce the Probable Construction Cost. In the case of (3) the Architect, without additional charge, shall modify the Drawings and Specifications as necessary to bring the Construction Cost within the fixed limit. The Providing of such service shall be the limit of the Archi- tec t's responsibility in this regard, and having done so, the Architect shall be entitled to compensation in accord- ance with this Agreement. ARTICLE 4 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the salaries of professional, technical and clerical employees engaged on the Project by the Architect, and the cost of their mandatory and customary benefits such as statutory em- ployee benefits, insurance, sick leave, holidays, vacations, pensions and similar benefits. ARTICLE 5 REIMSURSASU EXPENSES 5.1 Reimbursable Expenses are in addition to the Com- pensation for Basic and Additional Services and include actual expenditures made by the Architect, his employe ees, or his professional consultants in the interest of the Project for the expenses listed in the following Subpara- graphs: 5.1.1 Expense of transportation and living when travel- ing in connection with the Project; long distance calls and telegrams; and fees paid for securing approval of authorities having jurisdiction over the Project. 5.1.2 Expense of reproductions, postage and handling of Drawings and Specifications excluding duplicate sets at the completion of each Phase for the Owner's review and approval. 5.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates and expense of renderings or models for the Owner's use. s�-a:xk_,,�x�iakauyk�r�rx�la�ax��tros��'v�sc 5.1.5 Expense of computer time when used in connec- tion with Additional Services. ARTICLE 5 PAYMENTS TO THE ARCP.ITECT 6.1 Payments on account of the Architect's Basic Serv- ices shall be made as follows: 6.1.1 An initial payment as set forth in Paragraph TT is the minimum payment under this Agreement. 6.1.2 Subsequent payments for Basic Services shall be made monthly in proportion to services performed so that the compensation at the completion of each ?hale, perc.S1lZ+G„."..a1:�i.C-4.5 "a,Xt',: '�•--'equal ing percentages of the total Bas c Compen at n ��e ioliOW- Schematic Design Phase ........ 15% Design Development Phase ... 35% Construction Documents Phase .. 75% Bidding or Negotiation Phase ... 80% Construction Phase ......... , , , 100% 6.1.3 If the Contract Time initially established in the Construction Contract is exceeded by more than Gtirty days through no fault of the Architect, compensation fo. Basic Services performed by Principals, employees and Professional consultants required to complete the Ad- ministration of the Construction Contract beyond the thirtieth day shall be computed as set forth in Para- graph II for Additional Services. 6.2 Payments for Additional Services of the Architect as defined in Paragraph 1.3, and for Reimbursable Expenses as defined in Article 5, shall be made monthly upon Presentation of the Architect's statement of services ren- dered. 6.3 No deductions shall be made from the Architect's compensation on account of penalty, liquidated dam- a ges, or other sums withheld from payments to con- tractors. 6.4 If the Project is suspended for more than .hree months or abandoned in whole or in part, the Arc--:itect 6 AIA DOCUMENT 6141 OWNER -ARCHITECT AGREEMENT • JANUARY 1974 EDITION THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D. C. 20006 shall be paid his compensation for services performed prior to receipt of written notice from the. Owner of such suspension or abandonment, together with Reimbursable Expenses then due and all termination expenses as de- fined in Paragraph 8.3 resulting from such suspension or abandonment. If the Project is resumed after being sus- pended for more than three months, the Architect's compensation shall be subject to renegotiation. 6.5 Payments due the Architect under this Agreement shall bear interest at the legal rate commencing sixty days after the date of billing. ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertain- ing to Additional Services on the Project and for services Performed on the basis of a Multiple of Direct Personnel Expense shall be kept on a generally recognized account- ing basis and shall be available to the Owner or his authorized representative at mutually convenient times. ARTICLE 8 TERMINATION OF AGREEMENT 8.1 This Agreement may be terminated by either party upon seven days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 8.2 In the event of termination due to the fault of par- ties other than the Architect, the Architect shall be paid his compensation for services performed to termination date, including Reimbursable Expenses then due and all termination expenses. 8.3 Termination Expenses are defined as Reimbursable Expenses directly attributable to termination, plus an amount computed as a percentage of the total compen- sation earned to the time of termination, as follows: 20 percent if termination occurs during the Schematic Design Phase; or 10 percent if termination occurs during the Design De- velopment Phase; or 5 percent if termination occurs during any subse- quent phase. ARTICLE 9 OWNERSHIP OF DOCUMENTS Drawings and Specifications as instruments of service are and shall remain the property of the Architect whether *6 the Project for which they are made is executed or not. X�YpyiXl7fcDfi:{r3CXrX7�pCXi sslthl}jy�zi EirX$3,:ii�dCi�yYbTk�rXptt��sY $xec aal�cv xziXR iex sos epb}1x 4 MIX k1 Xu4rdxvKf�SXI ,+'� i �fcti:Y; Ygygiitdi�'ricXXX1:i=,{g:X ARTICLE 10 SUCCESSORS AND ASSIGNS The Owner and the Architect each binds himself, his partners, successors, assigns a -id legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign, sublet or transfer his interest in this Agreement without the written consent of the other. ARTICLE 11 ARBITRATION 11.1 All claims, disputes and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construc- tion Industry Arbitration Rules of the American Arbita- tion Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of, or relating to this Agreement, shall include, by consolidation, joinder or in any other manner, any additional party not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by all the parties hereto. Any consent to arbitration involving an additional party or parties shall not constitute consent to arbitration of any dispute not described therein or with any party not named or to arbitrate and any agreement to arbitrate Agreementd therein. This t ate with an addi- t ional party or parties duly consented to by the -parties hereto shall be specifically enforceable under the pre- vailing arbitration law. 11.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 11.3 The award rendered by the arbitrators shall be fi- nal, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 12 EXTENT OF AGREEMENT This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. ARTICLE LE 13 GOVERNING LAW Unless otherwise specified, this Agreement shall be gnv- erned by the law of the principal place of business of the Architect. AIA DOCUMENT 6141 OWNCR-,1RCHITECTOF AGREEM6VT THE AMERICAN INSTITUTE ARCHITEC75, 1735 NEW YOR6nNUARY AVE., N W.,,4 WASH) GTONIAD. C. `1974 20006 0 ARTICLE OTHER CONDITIONS OR SERVICES The Architect shall, with prior written approval of the Owner, retain and coordinate the folloi wng special consultants for his use on the Project. They include but may not be limited to management, ice and refrigeration, acoustical and sound, theatrical and rigging, and quantity survey cost estimating consultants. The Fees for these specialized consultants shall not be a t of the Architects basic services. The respective specialized consultants Fees sha1 be approved and paid by the Owner to the Architect at the amount billed to the Architect for such services. The Architect shall make subsequent payments to the specialized consultants as their work is completed to the satisfaction of the Owner and Architect. Architect's Liability Insurance : It shall be the Architect's responsibility to see that all of the activities performed pursuant to the terms of this Agreement are covered by public liability and property damage insurance in order that the public or any representative of the City may have recourse a ene al pA copy of the arty for injuries or damages sustained as a result of said Agreement ooeratioible against the responsible onal insurance shall be commencement of the cwork. ofThe lArchitect shall provide Certificates with eof Insurance for Consultants and Special Consultants for the work performed under their area (�itY Prior to of expertise. e [cont. sheet 9] This Agreement executed the day and year first written above. OWNER ARCHITECT CITY OF DUBUQUE -------------- Mayo---or BOWEN KANAZAWA PARTNERSHIP City ClerkI?r��� Rolland Williamsoli $' AIA DOCUMENT 8741 OWNER -ARCHITECT AGKEEMENT THE AMERICAN INSTITUTE OE ARCHITECTS, 3735 NEW YORK AVE., N.W. 4 wASHIIONOTONiAD. C. 1974 ©974 ARTICLE 14 [cont. *1 Item 1.2.2 Page 4 Add: The Architect intends to retain a local Architect to assist him in the administration of the Construction Contract. *2 Item 1.3. 7 Page 4 Add: Provide detailed estimates of Construction Cost or detailed Quantity Surveys or Inventories of materials, equipment and labor in excess of those budgeted or approved under Special Consultants - Quantity Survey Cost Estimating $6000. *3 Item 1.3. 14 Page 5 Clarify: Should a Bonding Company be required to complete a Project in default due to Contractor lack of performance or major construction defect caused by the Contractor, additional services could be required in the administration of the Construction Contract. T4 Item 1.3.16 Page 5 Clarify: This service is normally provided by the Contractors providing equip- ment covering all items listed under this Item. The Architect will coordinate and collect such data for Owner use. *5 Item 1.3. 19 Page 5 Clarify: The Architect shall provide professional services covering structural (excluding soil borings & analysis), plumbing, heating, ventilating and air conditioning, ice rink engineering, and electrical engineering for the Project. Other Special Consultants anticipated at this time are listed under Article 14. Their services do not constitute additional services. *6 Article 9 Add: The Architect will provide the Owner with a complete set of reproduei- ble record prints of drawings showing significant changes in the Work made during the construction process, based on marked -up prints, drawings and other data furnished by the Contractor to the Architect.