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HomeMy WebLinkAbout1998-151 Agrmt - Berry ArchitectsI Standard Form of Agreement Between Owner and Architect AIA Document B141 - Electronic Format THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATFORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, I966, 1967, 1970, 1974, 1977, 1987 by The American Institute of Architects, 1735 New York Avenue, N W., Washington, D.C., 20006-5292. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and wilt be subject to Legal prosecution. AGREEMENT made as of the day of in the year of Nineteen Hundred and BETWEEN the Owner: (Name and address) The City of Ashland. Oregon 20 East Main Street Ashland. Oregon 97520 and the Architect: [Name and address) BERRY ARCHITECTS. P.C. 460 East Second Avenue Eugene. Oregon 97401 For the following Project: (Include detailed descrtption of Project. location. address and scope. ~ CIVIC CENTER AND CITY HALL FACII,ITIES. Part 1: Space needs assessment for departments and/or functions identified in the ?roject Approach (Exhibit B): existing building assessments fbr buildings identified m Exhibit B: Alternative planning scenarios: and conceptual ~ and estimates for Owner-selected scenario as described in Exhibit B. Part 2: If authorized in writing by the Owner. Architect shall provide Basic Services and Additional Services for building project(s) resulting from Part 1. Projects may include new facilities. renovations. or additions to existing facilites. The Owner and Architect agree as set forth below. AIA DOCUMENT BI41 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B 141-1987 Page #1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services performed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the pertbrmance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. Insert A: 1.1.4 See FxhibitA Insert B: 1.1.5-See Fxhibit A limitations ~et forth in Subparagraph 5.2.1. Insert E: (See Article 12~ 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or consrruction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical engineering services. Insert_ C: The term "~roiect" includes tl~e [~lural "Droiects". 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner-t-o ascertain the requirements-o.f-t-he-gr-oje~-amt- zkal! a.-'ri;'c-~-a ..m.'--'r_'a! understanding-of z'-'-c~ requirements with the Owner. Insert D: (See Article 12~ 2.2.2 The Architect shall provide a preliminary evaluation of-'~'~ r~ ........ program, schedule ~'~ construction requirements, each 4~ re..'%.: -o~ <-he cther, subject -m 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market AIA DOCUMENT BI41 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed phowcopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1987 Page #2 conditions, 2.4.4 The Architect shall assist the Owner in connection with the Owners responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. (More extensive site representation may be agreed to ax an /Irrational Service, as described ~n Paragraph 3.2.} 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. 2.6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.2 The Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. Insert F: (See Fxhibit A~ 2,6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with unreasonably withheld. Insert G: (See Fxhibit A) 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor is due, and (2) as an Additional Service at the Owner's direction from time to time during the correction period described in the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument. 2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents. However, the 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Architect's consultants shall be through the Architect. 2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor. 2.6.10 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tesls and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the AIA DOCUMENT BI41 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1987 Page #3 amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work. 2.6.12 The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delav in the Work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or pertbrmance of equipment or systems designed by the Contractor. all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 ~'~'~ Architoct ~"~" interpret ~-~ ~;~ concerning porfom~ce~ the Owner and ~nwactor under ~ roquirements ~ ~ ~n~act Dommerits ~ req:ezt~ e~ther the Ownzr~ Con~or.- The Architect's reapShaS ~ such reqxeztz shall ~ ma~e w~th r~nable prompmosz and within any time limits agrood upon. Inse~ H: (See ~xhibit A) 2.6.16 lnte~retadons :~d decisions~ th~ Architect bc consistent with the intern of and r~bly inferable from the ~n~act Document," and shall bo in writing or in the M drawings.-~~ s'~c~ inte~retadons ::d decisions, the Architec~ sh:~] end~vor ~ s:cure perfo~co~ beth Ow::~ :~d ~nffactor, s~:~] ~ct show pamality ~ either, ::d sh:]l not ~ ~[:b]e for r:su]t: ime~rotations or decisions ~ rendered in good faith. InseA I: (See Fxhibit A) 2.6.17 ~ Ar~ito~'s decisions ~ " a~sth:d: :ff:,t shal!~~ ~nsistent w?~ th: expres~d in the Con~a~ Do~ment~. Inse~ J: (See Fxh~bit A) 2.6.18 The Architect shall ronder wri~en decisions within a r~nable t!me~ ~;~- di:pute~ ~*~- ma~er: ...... :~ b~Bvo~n .h~ m ........ a ~n~actor re~ating~ ~xsmtion or progress oftha Work ~ providsd in ths ~n~act Domm~nts. Inse~ K: (See Fxhibit A) 2.6.19 ~- Ar~ito~'s docisions ~ ~]-;~- di:~:::: other maEers, including tho~ in quition be~voon the Owner ~d ~n~actor, ex~pt for tho~ teAting to aesthetic effe~ ~ ~ Sub~ragraph ~ ~ ~ -~-" ~ ~ arbi~ation as provided in this Agreement ~d in the ~nm~ AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AiA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B 141-1987 Page #4 Document. Insert L: ¢See Fxhibit A) ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or continned in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of ProJect Representatives shall be as described in the edition of AiA Document B352 current as of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are: previously given by the Owner, including revisions made necessary by adjustments in the Owners program or Project budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's failure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary, by the default of the Contractor, by major deti~cts or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. 3.3.8 Providing hearing, arbitration where the Architect services in connection with a public proceeding or legal proceeding except is party thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES .1 inconsistent with approvals or instructions 3.4.1 Providing analyses ~ the Owner's ~ and AtA DOCUMENT B 141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B 141-1987 Page #5 programming the requirements of the Projoc, t. Insert M: (See Fxhibit B} 3.4.2 Providing financial feasibility or studies. other special 3.4.3 Providing planning surveys, site evaluations-or- comparative smdi~ of prospoctive sites. Insert N: (See Fxhibit B~ 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.$ Providing services relative to future facilities, systems and equipment. showing significant changes in the Work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Architect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof 3.4.7 Providing services to verify, the accuracy of drawings or other information furnished by the Owner. 3.4.19 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services.-: and civil and landscape architect services. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities, · except as specifically provided in Exhibit B. 3.4.16 Preparing a set of reproducible record drawings 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedule, constraints and criteria, including spase requirements and relationSips, flexibility, expandability, special equipment, systems and site requirements. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Architect, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.5 The Owner shall furnish surveys describing physical AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format Bl41-1987 Page #6 characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.7 The Owner shall furnish structural, mechanical, chemical. air and water pollution tests, tests for hazardous materials, and other laborato~ and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certifications that would require knowledge or services beyond the scope of this Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect, 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1987 Page #7 types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the consauction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as ~.,.~) is exceeded by the lowest provided in Subparagraph -v ~ bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time: .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3: or common law, statutory and other reserved rights, including the copyright. The Owner shall be permiRed to retain copies, including reproducible copies, of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Architect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Architect's reserved rights. ARTICLE 7 ARBITRATION 7.1 c~;~ '~: ....... ..~ ^"' ........ -m question 5ev.veen the pax/as-to this Agreement ~:!ng cut re~ating~ t~z Agrooment~ ~rgac~ thereof shall~ m and ~ecided ~ arbi~ation ~ a~rdan~ Cons~ction ~"~ ..... Arbitration ~"~ ~ '"~ American Arbi~ation Ayeclarion cu~ently~~ mutually agree othenvi~. .4 cooperate in revising the Project scope and quatity as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Contract Documents as necessa~ to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared bv the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all 7.2 Demand for arbitration shall be filed in writing with t4~ ctker ~a:_/-m t~iz Agreement and with 4t~ American Arbitration As~ociation.--,~ demand far arbitration she!! ~e made ~.-~ r~usonable time a~cr the claim, dispute-o~ ether maxer-m qu~stion4qes arizen.-4~mo event she!! 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 quition ~vould be barred by the applicable statut~ of limitations. 7.3 ~-~ arbitration arising c'.-'t-~f-o~ rs!at!nS-to t~is Agreement :ha!! include. 4~, consolidation, joinder-o~-m an5' other manner, an additional person or entity not a party to this Agreement,-~-e,~m4~ v.,r!xen eznsent containing-a specific referenc~-m this Agreement zigned4~ the Owner, Architect, ,~,4 ...... ~ ........ or entity sought to be joined. Con~nt t-o arbitration involving-a-~ additional-p~-so~-o~ entk%' she!! ~ constitute ccnsent<-o arbitration-~f any claim, d!zpute-o~ cther matter in question nct described-m tkc written consent o~ with-a-p~r-sov}-o~ enti,'3' not na:n. cd-o~ d~a-ibod~- The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly con~ontod to ~ ~ ~ax!:s 4o this Agreement she!! 4~ specificall), enforc~able-m accordanc~ 'x'?~ applicable !aw-m any ccux AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1987 Page #8 Ie$a1 ptm sucrose 'sJossaoons 'saam.md ~!aq3 'sa^Iasmaql pu!q 'XlaAZ. l~adsaa 'l~ala. q~.w ptre aau~0 OtLL 9'6 ' UO!lCU!LLLIO1 aOJ a:.'::: p::~ aauctmo, vaduou ic.11uclsqns pe~op!suoa oq [[=q: luetuaal~V ~'.,q; :41lAx ~otrep.~0001: wr l~01.ItDJV aq; Oi- sluetu~cd ~:iu:a oi- ~':u,::O a:4l jo- azni'.,~H P'l~ SNOISIAOMd snOgNV-I'!:IDSIIN 6 :rlDI.L~V ¥ l!qiqx=t oos '9 01oiM¥ Jos :0 ~JOSUl · esmqd luenbesqns Auc ~u!anp sanwoo uo!lcu!ttum J~. ~;=p el- pemee- ~eo!~e~ lCUO!l!ppv puc 3!~{I Joj uo!lcsuedtuoo lclol eql jo lueo~od oA!d ao toseqd luetudoleAeQ uS!s~0 eql 8u!Jnp san3oo UO.[ltm.[llLlO1 ~. elZp OP ~ seO!,4JOS leUO!l!ppv ptm ~.[Se[l ~oJ uo.llesuedmoo [l~1ol oql oto lueoJod J. Nn~NOQNVaV aO NOISN:adSnS 'NOI/VNI~M~J. 8 ~'IDIAMV ? .~ ucdn pe~ae- eec/,:"..: luemBpn[ pu= 'lzu:_; eq- ilzq: S.lO!'C.ll!qdc to--101C.11!q/e eql ,4q-peaopue, p=,;',: eg:l: l~'Z V 1}q!x::l oos 'Z 01o;l~V Jo-I :0 1JOSUl · jooaeql uo!!o.[pc!an.f m-,;;:i elqco!Idd~ q;bv~ eotmpaoooc 3ooaotO uo!!o!~!an[ fiuV, ml 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 Owner nor Architect shall assign this Agreement without the written consent of the other. 9.6 This Agreement represents the entire and integrated agreement between the Owner and 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. 0.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. expenses incurred by the Architect and Architect's employees and consultants in the interest of the Project, as identified in the following Clauses. 10.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 10.2.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtme work requiring higher than regular rates. 0.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility' for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 10.2.1.5 Expense of additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants. 9,9 The Architect shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional and professional materials. The Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietau. The owner shall provide professional credit for the Architect on the construction sign and in the promotional materials for the Project. Insert T: 9.10 throuah 9.22 (See Fxhibit A) 10.2.1.6 Exponso of computer aided design and drafting equipment time when used in connecxion with the Project. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 A~ initia! payment-as get fc."tk-m Paragraph 11.14s- the minimum payment under this Agreoment. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Subparagraph 1 1.2.2. 10.1 ARTICLE 10 PAYMENTS TO THE ARCHITECT DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this A~eement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagraph I 1.3.2. 10.3.4 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost AIA DOCUMENT BI41 - OWNER-ARCHITECT AGREEMENT o FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1987 Page #10 for such portions of the Project. account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. Insert U: 10.7 throuoh 10.9 (See Fxhibit A) ARTICLE 11 BASIS OF COMPENSATION Th2 Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of Dollars ($ ) shall be made upon execution of this Agreoment and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article t2 as part of Basic Services, Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify. phases to which particular methods of compensation apply, if necessary.) For Part 1: Space Needs Assessment and Conceptual Design: .... For services listed in~C for the r19[ to exceed amount of Fifty Four Thousand Forty_ Fiv~ Dollars_ ($54.045.00) based on the hourly rates set forth in Exhibit D. For Part 2: Basic Services for project(s): .... The Owner and Architect may negotiate the fee(s) based on the guidelines set forth in Exhibit E. 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Schematic Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: Total Basic Compensation percent ( 15 %) percent ( 20 %) percent ( 40 %) percent ( 5 %) percent ( 20 %) one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be computed as follows: If authorized in writing by Owner: On basis of hourly rates (Exhibit "D"). unless agreed otherwise. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (I) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W.. WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1987 Page #11 of consultants, compensation shall be computed as follows: (Insert basis of compensation. including rates and/or multiples of Direct Personnel Expense for Principals and employees, and identify Principals and cla,~sify employees. if required Identify specific services to which particular methods of compensation apply, if necessary.) On basis of hourly rates (Fxhibit "D"). unless agreed otherwise. 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of one and one tenth ( 1.1 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article I2, if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of one and one tenth ( 1.1 ) times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within thirty-nine ( 39 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable within twenty ( 20 ) days from the date of the Architect's invoice. Amounts unpaid ( ) de)': a~er t~e i.".'.'c!c: date z~all 'acer interezt ~-,q~-m~-~,,,~,~ below. or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate q£ interest agreed upon.) ;Usu,ry laws and requirements under the Federal Truth in Lending Act, similar state and local consutner credit laws and other regulations at the Owner's and Arch~lecFs principal places of business. the localion of the Project and elsewhere may affect the validity of this provision. 3~oectfic legal advice should be obtained with respect to deletions or modifications. and also regarding requirements such as written disclosures or waivers.) 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance xvith normal salary review practicec of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services. identiJ~v, Addiltonal Services included wtthm Basic Compensation and modifications to the paymini and compensation terms included in this Agreement. j Architects services tbr Part 1: SPACE NEEDS ASSESSMENT AND CONCEPTUAL DESIGN shall be as described in Exhibit "B". List of Exhibits A. Modifications of AIA Document B 141, Owner - Architect Agreement. 1987 Edition. 13 '---Project Approach (Architect's Servicesl for Part 1' SPACE NEEDS ASSESSMENT AND CONCEPTUAl, DESIGN. C Fee Proposal for Part 1. _.D Architect's Hourly Rates. Fee Guidelines for Pan 2. This Agreement entered into as of the day and year first written above. OWNER AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B 141-1987 Page #12 (Printed name and title) ARCHITECT (Printed name and title) Jori R. Berry President, BERRY ARCHITECTS, P.C. AIA DOCUMENT B141 - OWNER-ARCHITECT AGREEMENT - FOURTEENTH EDITION - AIA - COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292.; Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with the permission of the AIA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1987 Page #13 EXHIBIT A The following provisions modify, change, delete from or add to the Standard Form of Agreement Between Owner and Architect, AIA Document B141 (1987 Edition)Articles 1 through 12 inclusive. ARTICLE 1 ARCHITECT'S RESPONSIBILITIES Add the following subparagraph: 1.1.4 The Architect accepts the relationship of trust and confidence established between the Architect and the Owner by this Agreement. The Architect covenants with the Owner to furnish the best skill and judgment of the Architect and to cooperate with the Owner, the Owner's representatives, contractors and other interested parties in furthering the interests of the Owner. In order to promote successful completion of the Project in an expeditious and economical manner, the Architect shall provide architectural services for the Owner in all phases of the Project to which this Agreement applies. The Architect acknowledges that the Owner is relying on the Architect to provide professional services in a manner that is consistent with the interests of the Owner. Add the following subparagraph: 1.1.5 The Architect shall perform the Architect's services as an independent contractor in accordance with generally accepted standards in the Architect's profession. The Architect shall be responsible for the professional quality, technical accuracy and the coordination of all services performed by the Architect. The Architect shall, without additional compensation, correct or revise any error or deficiencies in the Architect's services that are caused by the Architect's negligence. The Owner's review, approval, acceptance of, or payment for, any of the Architect's services shall not be construed to waive any of the Owner's rights under this Agreement or any cause of action arising out of the Architect's services. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES Add the following sentence to Subparagraph 2.6.2: 1-EXHIBIT A FOR CONTRACT BETWEEN CITY OF ASHLAND AND BERRY ARCHITECTS "The Owner shall provide supplementary conditions for AIA Document A201 which shall include provisions concerning the Architect's authority administer the Contract for Construction." Delete the following phrase from Subparagraph 2.6.3: "with consent of the Contractor, which consent shall not be unreasonably withheld." Delete Subparagraphs 2.6.15 through 2.6.19 and substitute the following: 2.6.15 The Architect is not authorized by the Owner to make any decision concerning administration of the Contract for Construction that will increase or decrease the contract time, the contract sum or otherwise materially affect the rights and obligations of the Contractor or the Owner. References in the Agreement between the Owner and the Architect and the General Conditions of the Contract concerning decisions and interpretations of the Architect shall be deemed to mean "recommendations" by the Architect that are subject to approval of the Owner. The Architect shall make written recommendations on all claims, disputes, and other matters in question between the Owner and the Contractor with due diligence. 2.6.16 The Architect's role in resolving claims, disputes, and other matters in question between the Owner and Contractor shall be subject to the provisions of the Contract Documents. ARTICLE 7 ARBITRATION Delete all of Article 7 and substitute the following: 7.1 There shall be a default under this Agreement if either party fails to perform any act or obligation required by this Agreement within fifteen days after the other party gives written notice specifying the breach with reasonable particularity. If the breach specified in the notice cannot be completely cured within the fifteen day period, no default shall occur if the party receiving the notice begins performance of the act or obligation within the fifteen period and thereafter proceeds with due diligence and in good faith to cure the breach as soon as practicable. 7.2 Notwithstanding Paragraph 7.1, either party may declare a default by written notice to the other party, without allowing an opportunity to cure, if the other party repeatedly breaches the terms of this Agreement. 2-EXHIBIT A FOR CONTRACT BETWEEN CITY OF ASHLAND AND BERRY ARCHITECTS 7.3 In the event of a default, before either party may bring an action in any court concerning this Agreement, such party must first seek in good faith to resolve the issue through negotiation, mediation or through other non-binding alternative dispute resolution. 7.4 Pending final resolution of a dispute, or pending termination of this Agreement under this article, the parties shall proceed diligently with the performance of this Agreement. 7.5 If a default occurs and it is not resolved under Paragraph 7.3 above, the party injured by the default may elect to terminate this Agreement and pursue any equitable or legal rights and remedies available under Oregon law. All remedies shall be cumulative. 7.6 Any litigation arising out of this Agreement shall be conducted in Circuit Court of the State of Oregon for Jackson County. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT Delete all of Article 8 and substitute the following: 8.1 In addition to the right to terminate this Agreement under Article 7 as amended by this exhibit, the Owner may terminate by giving the Architect written notice thirty days prior to the termination date. 8.2 If the Owner terminates this Agreement under Paragraph 8.1, the Architect may complete such analyses and records as may be necessary to place its files in order and if necessary to protect the Architect's professional reputation, to complete a report on the Architect's services performed to date of termination. 8.3 If the Owner terminates this Agreement under Paragraph 8.1, the Architect shall be paid for all fees earned and reimbursable expenses incurred prior to the termination date plus reasonable termination expenses. The Architect shall not be entitled to compensated for lost profits. ARTICLE 9 MISCELLANEOUS PROVISIONS Delete Paragraph 9.1 and substitute the following: 9.1 This Agreement will be governed by and construed in accordance with laws of the State of Oregon. The Architect shall promptly observe and comply with all 3-EXHIBIT A FOR CONTRACT BETWEEN CITY OF ASHLAND AND BERRY ARCHITECTS present and future laws, orders, regulations, rules and ordinances of federal, state, and local governments with respect to the Architect's services. Delete Paragraph 9.3 and substitute the following: 9.3 In the event of any breach of this Agreement by the Architect or negligent performance of any of the services, the Owner's cause of action against the Architect shall not be deemed to accrue until the Owner discovers such breach or negligence, or should have, with reasonable diligence, discovered such breach or negligence. However, the preceding sentence shall not be construed to allow the Owner to prosecute an action against the Architect beyond the maximum time limitation provided by Oregon law. Add the following paragraphs: 9.10 The services covered by this Agreement shall be rendered by the Project team identified in the Architect's proposal. Jon R. (Jack) Berry shall act as the Architect's representative in all communications and transactions with the Owner. The Architect shall endeavor in good faith to honor reasonable specific requests of the Owner with regard to assignment of the Architect's employees to perform services if the requests are consistent with sound business and professional practices. 9.11 The Owner reserves the right to approve subcontracts with consultants that the Architect proposes to retain for electrical and mechanical engineering and other services covered by this Agreement. The Owner's approval shall not be unreasonably withheld. 9.12 The Architect shall endeavor in good faith to honor reasonable specific requests by the Owner to retain consultants for lighting, acoustical engineering, and interior design, if the requests are consistent with sound business and professional practices. If the Architect does not consent to a request by the Owner to retain a consultant, the Owner shall have the right to contract directly with the consultant, and in that event, the Architect shall coordinate, but shall not be responsible for, the quality of the consultant's services. 9.12 The Architect shall defend, indemnify, and hold harmless the Owner, its officers, agents, and employees harmless from any and all claims, actions, costs, judgments, damages, or other expenses resulting from injury to any person (including injury resulting in death) or damage to property (including loss or destruction), of whatsoever nature, arising out of or incident to the Architect's negligence (including but not limited to, the acts or omissions of the Architect's employees, agents, and others designated by the Architect to perform services covered by this Agreement). The Architect shall not be held responsible for any claims, actions, costs, judgments, damages, or other expenses directly and 4-EXHIBIT A FOR CONTRACT BETWEEN CITY OF ASHLAND AND BERRY ARCHITECTS proximately caused by the negligence of the Owner, the construction contractor, or any consultant retained by the Owner pursuant to paragraph 9.11. 9.13 The purpose of Subparagraph 9.12 above is to allocate risk for claims between Owner and Architect. Nothing in this Agreement is intended to extend any rights to any other person or organization or to waive any rights to indemnity that Owner or Architect may have under the Contract Documents. To the extent permitted by law, the Contract Documents shall require the construction contractor to defend, indemnify, and hold harmless the Owner and the Architect from any claims arising from the construction of the Project and to carry liability insurance for such claims. 9.14 The Architect shall, at its own expense, at all times during the term of this Agreement, maintain in force a comprehensive general liability policy including coverage for professional errors and omissions and a comprehensive automobile liability policy including owned and non-owned automobiles. The coverage under each liability insurance policy shall be equal to or greater than the limits for claims made under the Oregon Tort Claims Act with minimum coverage of $500,000 per occurrence (combined single limit for bodily injury and property damage claims) or $500,000 per occurrence for bodily injury and $100,000 per occurrence for property damage. Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to the commencement of any services by the Architect. Each certificate shall state that coverage afforded under the policy cannot be canceled and restrictive modifications cannot be made until at least 30 days prior written notice has been given to the Owner. A certificate which states merely that the issuing company "will endeavor to mail" written notice is unacceptable. 9.15 The Architect is engaged by the Owner as an independent contractor in accordance with the standards prescribed in ORS 701.025. The Architect shall be responsible for payment of: .1 Social Security, Federal and State withholding taxes for the wages paid to the Architect's employees. .2 Taxes on payments to the Architect's principals and shareholders. 9.16 The Architect's officers, principals and employees shall not be deemed employees of the Owner and shall not be entitled to any benefits from the Owner that generally are granted to the Owner's employees, such as vacation, holiday and sick leave, other leaves with pay, medical and dental coverage, life and disability insurance, overtime, worker's compensation, unemployment compensation and retirement benefits. 5-EXHIBIT A FOR CONTRACT BETWEEN CITY OF ASHLAND AND BERRY ARCHITECTS 9.17 The Architect shall comply with applicable provisions of ORS 279.312, 279.314, 279.316 and 279.320. Pursuant to ORS 279.316(2) any person employed by the Architect who performs work under this Agreement shall be paid at least time and a half pay for all overtime in excess of 40 hours in any one week, except for persons who are excluded or exempt from overtime pay under ORS 653.010 to 653.261 or under 29 U.S.C. Sections 201 to 209. 9.18 The Architect is a "subject employer" as defined in ORS 656.005 and shall comply with ORS 656.017. Prior to commencing any work, the Architect shall certify to the Owner that the Architect has workers' compensation coverage required by ORS Chapter 656. If the Architect is a carrier insured employer, the Architect shall provide the Owner with a certificate of insurance. If the Architect is a self-insured employer, the Architect shall provide the Owner with a certification from the Oregon Department of Insurance and Finance as evidence of the Architect's status. 9.19 The Architect shall maintain all licenses and certificates that are required by law for performing architectural services, including, but not limited to, certificates of registration required by ORS Chapter 671. 9.20 Any notice required to be given under this Agreement or any notice required to be given by law shall be in writing and may be given by personal delivery, mail, or facsimile transmission. This paragraph shall not be construed to excuse either party from giving notice in accordance with applicable laws. 9.21 No provision of this Agreement shall be deemed waived unless such waiver is in writing and signed by the party waiving its rights. Any waiver of a breach by either party, whether express or implied, shall not constitute waiver of any other breach. 9.22 If any provision of this Agreement is held by a court to be invalid, such invalidity shall not affect any other provision of this Agreement. This Agreement shall be construed as if such invalid provision had never been included. 6-EXHIBIT A FOR CONTRACT BETWEEN CITY OF ASHLAND AND BERRY ARCHITECTS ARTICLE 10 PAYMENTS TO THE ARCHITECT Add the following subparagraphs to Paragraph 10.6: 10.6.2 The Architect shall develop and maintain complete books of account and other records on the Architect's services which are adequate for evaluating the Architect's performance. The Architect's records shall provide a clear distinction between the expenditures and revenues related to the Project and the expenditures and revenues related to the Architect's other business. 10.6.3 The Owner shall have the right to request an audit of the Architect's books and records by a certified public accountant retained by the Owner. Add the following paragraphs: 10.7 The Owner shall not be indebted or liable for any obligation created by this Agreement in violation of the debt limitation of Article Xl, Section 10 of the Oregon Constitution. 10.8 The Owner shall not be liable for any expenditure under this Agreement for which statutory appropriation has not been made pursuant to ORS 294.305 et seq. (Local Budget Law). 10.9 The Owner has appropriated funds for the Architect's services that 7-EXHIBIT A FOR CONTRACT BETVVEEN CITY OF ASHLAND AND BERRY ARCHITECTS Exhibit B Discuss your fiTw~s approach to the specific project for which a proposal is being submitted Address specifically your leadership and o~anixational appT,oach to program development, planning, a~rd design and constrttetion processes. CITY :OF:~32SHLA~ND SP ACE:~NEEDS. ~SSESSMENT ~AND: CON~EP:TUAL ~DESIGN Revised: ~I0/29/98 PROJECT APPROACH The project approach outlined below represents a proven methodology used many times by team members of BERRY ARCHITECTS, P.C. with successful results. The approach is designed around "client" involvement. For the City of Ashland Civic Center Project the client would include the owner and user and staff representing both management and user. The approach is organized around a series of workshops for client friendly, efficient information gathering, direction, review, input, and selection of goals and concepts. It should result in a good understanding of the current and future building needs and building concepts for meeting those needs. It is certainly possible to do more, and enhance that understanding; and it is possible to do less, and still have meaningful results. BERRY ARCHITECTS, P.C. is ready to review and modify the scope of work if modification is desired. PHASE 1: SPACE NEEDS ASSESSMENT Information Gathering Workshop: City Representatives Meet with City representatives for discussion of objectives and scope, and procedures for implementing the Project as a whole. In addition to project organization; discuss background issues, such as City historic relationships, community perceptions, influences on and uniqueness of the community. Also discuss facility issues such as existing buildings, sites, images, character and quality, historic status, shared facilities, and concerns, future programs and concerns. Workshop (Multiple): Departmental Meet with key City staff for each major department and groups of smaller, similar departments affected by the study. Similar discussions as in the Workshop described above, but more specific to department needs. Issue questionnaires to division and section heads, and other critical positions. Department:and/or'functions ~to be,included:are: lVlayor Counefl~Chamb, ers Ca3':~-~' "__ ~~r,andAssistam.~Administrator Adm'~ ~m~ti~ve'~Se .rvices~ublio)~lafions C ommunityt~D,e~elopment Planning BuiIding Homing Conservation Public:Works Administration Engineering Administration Personnel Recorder/Treasurer Finance Finance and:Utility Services Risk Management City Attorney Municipal Court and Judge Departments or functions NOT included are: Public Works Water Wastewater Sn'uctures Cemetery Maintenance Computer SeNices Electric Operations Telecommunications Fire Operations Ambulance .Services Police Operations Communications Senior Services Workshop (at option of City): Meet with interested members of public and City representatives. Explain the overall scope of and process for the project. Serve as facilitator for open forum to receive public input for the study, and begin consensus building for the project. Workshop (Multiple): Group and individual interviews as required to determine existing or proposed work patterns, desired adjacencies and needs in the new, remodeled and/or expanded facilities. Use previ0uslyi~:omp!eted~Administrative::Space Study as :a reference:in!,verif34ng :or determining~needs. Tour existing facilities, including City Hall Civic ~Center?Building Public Works Department HillahTemp!e Page 2 Obtain base information from the City, including site plans, existing building plans, topographic surveys, current and projected staffing levels, vehicle parking and other information needed concerning the sites, existing building operations and staffing. Comment BERRYARCHITECTS, P.C. recommends an initial "kick-off" meeting (first Workshop) to discuss the project. In addition to depm'tment heads, we recommend attendance by other City leadership, including elected officials if possible. Similar meetings for the affected departments is also important for all to gain an overall understanding of the project. The Public Meeting should occur after the initial kick off meetings, but before the decision making process has begun. The information gained)~om these meeting is important. Each community is unique, and has special needs and aspirations. o Conference notes' would be approved for all meetings. Alternatives and apparent contradictions or differences q/'opinton would be highhghted with a request for resolution. The buildings and sites' tour assists the architects in understanding existing operations as well as the general condition and suitability of thej(acilities for the intended purpose. o Note.' Some base information is for the analysis of the existing facilities andpotential new sites. This analysis is part of Phase 2, which for reasons of scheduling and economy can be started concurrently with Phase 1. Space Standards Provide space diagrams of typical areas to assist the City in establishing space standards for various offices, work station, equipment, and other specific areas. Comment o The Space Standards is a necessary element in the equation to determine space needs. Space Needs Projection Provide Space Needs charts for current and for a future need (e.g. 20 year), based on current and projected staffing requirements and space standards. The translation of staffing to space needs will be accomplished by allocating appropriate space for each work area, necessary equipment, amenities, circulation and other considerations for buildings and site. Site considerations include parking, service yards, required setbacks, and landscaping. Comment o This information is, of course, critical to the project. Not only does it directly affect construction costs, it impacts efficiency and the time the facility will be functional for its intended use. Adjaceney Diagrams Provide "bubble" diagrams to illustrate needed horizontal adjacency, circulation, security, and efficient work requirements. Diagram or Chart preferred vertical adjacencies. These diagrams will be used to help determine building proportions, floor arrangements, and circulation patterns. Page 3 Comment o The adjacencies are an important predesign study. They help the designer and user understand how the facility should be planned o The diagrams are used to help determine buildingproportions, floor arrangements, and circulation patterns. Draft Presentation This concludes Phase 1. The resulting Meeting Notes, Space Standards, Space Projections, and Adjacency Diagrams will be presented in draft form. Workshops (Multiple): Meet with key City representatives for presentation of draft of Phase 1. City review and approval before completion of Phase 2. Comment o During the course of the study to this point, drafts of the various elements described above will have been presented for review. This is the first time all would be presented as a coordinated and cohesive document. PHASE 2: SITE AND BUILDING ANALYSIS Existing Building Assessments Study of existing conditions, renovation needs and remodeling possibilities of existing buildings. Buildings:to'be:analyzed include: City Hall Civic Center Building Hillah Temple Inventory City spaces available. Comment This element of the study is important to determine the adequacy and suitability of the existing buildings for renovation and possible expansion to meet the future needs, and to include for cost estimating purposes if existing building are to be considered o The study would include brief reports from structural, mechanical, and electrical engineers as well as the architect, based on site visits by the consultants and review of any available existing drawings. Review each building for comparison and possible required compliance with the current Oregon State Building Code in terms of construction type, mechanical and electrical systems, and current and proposed occupancy US es. Page 4 Site Assessments · Analysis of the existing and new sites for adequacy and suitability for location or expansion of building, parking and other needs for the intended uses, as well as suitability to any community plans. · Consider future expansion, staff and visitor vehicle access, traffic circulation, and visual amenities. · Also consider availability of utilities, soil conditions (if reports available for sites, or adjacent sites), impact of facility on neighborhood; and of neighborhood on facility. · SitesCo be analyzed:include: City Hall Civic Center Building Hillah Temple Comment Some sites might be eliminated from further study if inadequate in size. configuration, or otherwise seriously fail the requirements established in the Needs Assessment. Alternative Planning Scenarios · Based on Meeting Notes, Space Needs, Adjacency Diagrams, and Site and Building Assessments, develop Alternative Planning Scenarios. · Provide up to.4 :scenarios. · Diagrams show locations of departments or subdepartments at various sties under consideration. · Workshop: City Representatives Present Planning Scenarios for review and discussion. City select one Scenario for development. Comment This element studies combinations of activities at the existing City sites andpossible alternative sites. The purpose is to find the best '~it" of available space, while considering needed adjacencies, fitnctionality, public perception and access, and long term goals of the City. o d public workshop can precede final selection of a Planning Scenario if desired by the City. Site Plan Diagrams · Based on the selected Planning Scenario and Space Needs Assessment, develop conceptual alternative site plans. · lnclude::upto:2alteraate~schemes:forre~iew~and~selection~ft scheme. · Show potential or required site expansion. Page 5 Plans to indicate approximate locations of buildings, parking and other significant features. Drawings and text shall indicate possible phasing of development for future need, and number of floor levels, public and official access to respective parking and building entrances. Include alternative study schemes for each site for initial review by the City. Revise as required. Comment This element is important, especially where existing buildings are to be used. Though the study may not be the final site plan, it will clearly demonstrate site adequac3~-or inadequacy for its intended use and suitability m the communi~ plan. Existing Buildings Renovation/Expansion Diagrams Based on the selected Planning Scenario and Space needs Assessment, provide plan diagrams of existing buildings showing the scope of suggested renovation and expansion. Include up to 2 alternate study schemes for each building for review and selection of 1 scheme. Rcvisc as requircd. Comment o This element is important. especially where existing buildings are to be used. New Building Conceptual Diagrams Based on the selected Planning Scenario, Space needs Assessment, and Site Assessments, provide upto2 alternative conceptual plan diagrams of proposed new building(s). Includc altcrnativc study achcmcs for cach building for rcvicw. Rcvisc as r~quired. Comment These diagrams, or conceptual plans, for new building(s) show locations of general departmental areas. Coordinate with Conceptual Site Plans and Existing Buildings Renovation/Expansion Diagrams. Statement of Probable Project Cost For Site and Building Diagrams selected by the City, provide a Statement of Probable Project Cost for the projected needs. Up,to4 sites and buildings; 1 scheme,eaeh. Estimate shall be based on current area, volume, or other unit costs, and shall include such items as: -Demolition and Clearing -Parking -Service Yard -Landscape -New Building Construction -Renovation of Existing Buildings -Furnishings Allowance -Allowances for Architect/Engineers Fees, Surveys, Soil Beatings -Full Time Project Representative -Construction Testing -Moving Costs Page 6 -Contingencies -Other estimated project cost information as provided by the City (e.g. real estate costs) Comment o While these estimates are not based on actual construction documents, the level of information is adequate to budget for the project. o Not,: A~ inithal St~temo~t ofP~obable P~'oject Cost c'm~ be p~pared at the completion of Phase ] ifpt~fet~sd by thc City. Presentation · Workshops (Multiple) Meet with key City representatives for presentation and discussion of preliminary Conceptual Site Plans, Existing Building Renovation/Expansion Diagrams. and New Building Conceptual Diagrams. Comment o Workshops could include departmental reviews, then overall reviews. o After review, revise as requiredprior to Public Workshop. · Workshop: Public Meet with interested members of public and City representatives. Present study findings, including -Current and Projected Space Needs -Interdepartmental Adjacencies -Existing Building Assessments -Site Assessments -Building Needs Present Alternative Planning Scenarios and Concepts for -Sites -Existing Buildings Renovation/Expansion -New Buildings Present.conceptual plans for selected scenario~'.and selected:schemes. · Respond to questions and serve as facilitator for open forum to receive public input regarding the study findings and alternative concepts. Seek out consensus. Comment o This isfinalpublic input before completion of the study. · Workshop Meet with key City representatives to review public input and discuss final direction of project. Page 7 Comment o The City may select the Conceptual Site Plans, Existing Buildings Renovation/Expansion Diagrams, and New Building Conceptual Plans as the "Concept Master Plan," which wouM be foundational to the actual design and construction of facilities. Final Draft and Presentation Phase 1 and 2 final draft and presented to the Staff and City Council. This completes the:: study. A color rendering of the approved Conceptual Design may be provided at additional cost. Page 8 Exhibit C CITY OF ASHLAND SPACE NEEDS ASSESSMENT AND CONCEPTUAL DESIGN FEEPROPOSAL BERRY ARCHITECTS, P.C. proposes to provide the services outlined in the Project Approach, revised 10/29/98, on an hourly rate basis for the following, not to exceed amounts. PHASE 1: SPACE NEEDS ASSESSMENT · Information Gathering · Space Standards · Space Needs Projections · Adjacency Diagrams · Draft Presentations Total Phase 1 $8,475.00 645.00 9,350.00 2,225.00 850.00 $21,545.00 PHASE 2: SITE AND BUILDING ANALYSIS · Existing Building Assessments · Site Assessments · Alternate Planning Scenarios · Site Plan Diagrams · Existing Buildings Renovation/Expansion Diagrams · New Building Conceptual Diagram · Statement of Probable Project Cost · Presentation · Final Draft and Presentation Total Phase 2 $7,925.00 2,425.00 2,950.00 3,450.00 4,575.00 2,900.00 3,750.00 2,075.00 2,450.00 $32,500.00 Total Phases 1 & 2 Not to exceed amount $54,045.00 Reimbursable expenses are in addition to these amounts. A copy of our current bulling rates follows. B E R R Y A R C H I T E C T S 460 EAST SECOND AVENUE EUGENE, OREGON 97401 TELEPHONE (541) 485-3970 FAX (541) 485-3402 Exhibit D Project Hourly Billing Rates For Professional Services (Adjusted annually in January ) 1998 CATEGORY Principal Project Manager/Architect Interior Designer Staff Architect Senior Designer/Drafter Design/Drafter Clerical HOURLY RATE $72.00 $72.00 $67.00 $63.00 $50.00 $42.00 $34.00 Consultants Project consultants at cost plus 10% Administration Reimbursable Expenses Reimbursables at cost plus 10% Transportation Long distance communications Fees paid to authorities having jurisdiction over project Reproductions Postage and handling Data processing and photographic techniques Requested renderings and models Rental or purchase of special equipment or materials A PROEES$1ONAI. CORPORATION ARCHITECTURE rates'98 P L A N N I N G INTERIORS Exhibit E Fee Guidelines for Part 2 (From BERRY ARCHITECTS, P.C. proposal of 9/14/98) A fee "range" for each completed project would depend on the project size and complexity. As a general guide, we suggest the following for most civic facilities (from Phase 3, Schematic Design, through Phase 7, Construction). Cost of New Construction Approx. Fee % $100,000 11% $500.000 10% $1,000,000 9% $2,000,000 8.5% $3,000.000 8% The fee would need to be increased for additions and renovations. Reimbursable expenses are outlined in our Standard Hourly Billing Rates.