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HomeMy WebLinkAbout1999-007 Agrmt - Sera ArchitectsT ~ E T E C T A M E R I C A N i N S T I T U T E 0 F A R C H [ ASHLAND LIBRARY JOB NO. 982 ] 7 ] AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSUL TAT/ON WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the Nineteen Hundred and BETWEEN the Owner: (Name and address) and the Architect: (Name and address) 15th day of January Ninety-Nine City of Ashland ~Eg gf the Administrator s Main Street Ashland, Oregon 97520 SERA ARCHITECTS, P.C. 123 N.W. Second Avenile Portland, Oregon 97209 in the year of For the following Project: (Include detailed description of Project, location, address and scope.) Architectural services consisting of evaluation and analysis of City provided program document, site planning, conceptual design and preparation of cost estimates to be used for determining Bond Issue amount requirements for the remodeling and expansion of the Ashland Public Library. The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, ~1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT B141 * OWNER-ARCHITECT AGREEMENT * FOURTEENTH EDITION * AIA® * ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1987 I TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architgct's services shall be performed as expedi- tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owncr's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. See 12. l 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. See 12.2, 12.3 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION See 12,4 1.1 The AtL-fiitcot'3 B~;ic Service0 consi,&t of thoc, e through 2.6 and any other in 12 as part of Basic Services, and and electrical engineering services. · IEMATIC DESIGN PHASE ;hall review the program the requirements of of such re 2.2 2.2.1 The Owner to arrive at Owner. 2.2.2 The the Owner's requirements, each in tions set forth in 2.2.3 The Architect shall approaches to design ant 2.2.4 Based on the by the ect and shaI with the cer c-orrotruction budget, the Atchite~t zhall approval by the Owner, Design Development of drawings and other documents to fix and and character of the Project as to architectural, mechanical and electrical systems, materials and ele~nents as may be appropriate. : Architect shall advise the Owner of any adjl to the estimate of Construction Cost. 2.4 2.4.1 on the approved Design ments and further adjustments in the the Project in the construction budget ,Owner, prepare, for Construction consisting tions setting in detail the tion of the 2.4.2 The the necessary tions of the Contract Owner and Contract 2.4.3 The to previous I: cated by changes in 2.4.4 The Architect shall the Owner's responsibility the approval of government over the Project. ICTION DOCUMENTS PHASE DOCk}- Or quality c~ )rized by the the Owner, Specifica- for the construe- in the preparation off forms, the Cond- between the shall assist the Own¢ information, the form of [ advise the of any adjustments Construction Cost ind}- general market conditions'. .- Owner in connection wit ~ documents required for authorities having jurisdiction 2.5 BIDDING OR PHASE ,2.5.1 The Architect, fol Owner's approval of the Construction Document and of atest preliminary estinlate of Construction Cost, assist in obtaining bids or negotiated and assist in and preparing contracts for ion. lISTRATION provide a evaluation o' construction budge subject to the liraira with the Owner alternative of the Project. program, schedule Zertificate :ial Compl and construction : s, the Architect shal prepare, for apprc by the Owner, Sc matic Design Docu- 2,6.2 ments consistin :aw Lngs and other d uments illustrating tract for the scale and at ;hil: of Project compo nts. AIA 2.2.5 The chit¢ shall submit to the Owne preliminary Const estimate Construction Cost based on current ar volume or other d ' ' ' AIA DOCUMENT B141 * OWNER-ARCHITECT AGREEMENT · FOURTEENTH EDITION · AIA® * ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, DC 20006 L6 OF THE )NSTRUCTION 2.6.1 The Arch :ct's responsibility to For the tion Phase under this A with tile awar of the Contract for hates at the 'lier of the issuance to the Payment or 60 days after tile ion of the Work. Architect shall provide administration ;truction as set forth below and in A201, General Conditions of the current as of the date of this provided in this Agrecment. e Basic Services :Ill Comingnoes and termi- of the final of Substau- the Con- O' :tact fol unless, 2.6. Duties, responsibilities and limitations of authority 'the shall not be restricted, modified or extended ~ul wZi nt of thc Owner and Architect with COIlSeE t e Contractor, which consent shall not be hheld. B141-1987 2 _ 6.4 The Architcct shall bc a rcprcaentativc of and .shall ndvize an consult with the Owner (1) during construction until final Day ent to the Contractor is due, and (2) as an Additional Scr- ~,'ice at he Owner's direction from time to time during the cor- 'oction riod described in the Contract for Construction. The Mchitect all have authority to act on behalf of the Owner only to the tent provided in this Agreement unless otherwise ~nodified by 'tten instrument. ~.6.5 The Archit t shall visit the site at intervals appropriate 'o the stage of co struction or as otherwise agreed by the Dwner and Architec 'n writing to become generally familiar with the progress and uality of the Work completed and to Work is being performed in a man- ner indicating that when completed will be in accor- Iince with the Contract However, the Architect · all not be required to ;tire or continuous on-site inspections to check the quantity of the Work. On the basis of on-site observations architect, the Architect !hall keep the Owner informed progress and quality of ihe Work, and shah endeavor to the Owner against defects and deficiencies in the Work. extensit,e site ,'epresentation may be agreed to as an Sert'ice, as ~escribed in Paragraph 3.2.) 2.6.6 The Architect shall not have control ~r charge of and shall not be responsible for construction methods, techniques, sequences or procedures, or for safety ~tnd programs in connection with the Work, since are solely the Contractor's responsibility under the for Construction. The Architect shall not be responsible '~e Zontractor's schedules or failure to carry out the Work in :lance with the Contract Documents. The Architect shall 'rove control over or charge of acts or omissions of the Contrac- or, Subcontractors, or their agents or employees, or of any ~ther persons performing portions of the Work. _~.B.7 The Architect shall at all times have access to the wherever it is in preparation or progress. Lt5.8 Except as may otherwise be provided in 3ocuments or when direct communications 5pe- :ially authorized, the Owner and hrough the Architect. Communications by Archi- ect's consultants shall be through the Archi .L{5.9 Based on the Architect's obsep.'ati and evaluations of he Contractor's Applications for Part the Architect shall · eview and certify the amounts due Contractor· L~5.'10 The Architect's certificat for payment shall consti- utea representation to the O based on the Architect'5 observations at the site as pr Subparagraph 2.6.5 and on the data comprising Application for Pay- ment, that the Work has the point indicated and hat, to the best of the knowledge, information and 3elief, quality of the is in accordance with the Contract Documents. The ~ ego representations are subject to an evaluation of th 'ork for conformance with the Contract Documents up Substantial Completion, to results of subse- quent tests inspections, to minor deviations from the Con- tact Docu ent5 correctable prior to completion and to spe- 2ific qual' cations expressed bv the Architect· The issuance of a Zerti~c e for Payment shall fulLthor constitute a representation ~hat t e Contractor i5 entitled to payment in the amount certi- 'ie However, the issuance of a Certificate for Payment shall · n that t ArcNtect has (1) made exhaus :rec or continuous on site in-spoc~ions to choc4~ the qunlity or quantity of the Work, (2) rcvicwcd construction mcans, mcth / the Contractor's right to payment or (4) what purpose the Contractor h~ used money previously paic on account of the Contract Sum. 2.B.~ ~ The Architect shall have authority to reject Work whic~ do~ not conform to the Contract Document. Whenever th4 Architect considers it necessa~ or advisa~ for implementa~ tion of the intent of the Contract D~um~ the Mchitect wH have authority to require addition~ :tion or testing of the Work ~ accor~nce with the provisi Contract Docu- ment, whether or not such Wo~ fabricated, inst~led or completed. However, neither thi~ ~thority of the Architect nor a decision made in good f~th to exercise or not to exer- cise such authority sh~l to a duty or responsibility of the Architect to the Cont~ Subcontractors, materi~ ~c equipment suppliers, th~ or employees or other per- sons performing of the Work. 2.BA2 The shall review ~d approve or take other appropriate Cont~ctor's submittals such ~ Drawings, Proc ~ta ~d S~ples, but only for the l~ited pu~ose fo " ' ' ' of the Owner or of scpa~te contractors, while ~low- ing time in the Architect's profession~ jud~ent to adequate review. Review of such submitt~s is not con- for the purpose of determ~g the accuracy ~d corn- of other details such ~ d~ensions and quantities or for subst~tiating inst~ctions for inst~lation or perrococo of ~ment or systems designed by the Contractor, all of which ~n the respo~ibility of the Contractor to the extent red by the Contract Documents. The ~chitect's review snm~ DE constitute approv~ of safety precautions or, unless otherw e specific~ly stated by ~e ~chitect, of const~ction me~s, tho~, techniques, sequences or procedures. The Architect's prov~ of a specific item sh~l not indicate approv~ of ~semb]y of which the item is a component. When profe~i ~ certification of performance characteristics of materi~s, syst s or equipment ~ required by the Contract Documents, the ~ itect sh~l ~ entitled to rely upon such certification to estab h that the materials, systems or equip- ment wffi meet the pe rm~ce criteria required bv the Con- tract Document. 2.B.~ The Mchitect sh~l e~re Change Orders and Con- stmction Ch~ge Directires, ith supporting documentation and ~ta if deemed necessam b the ~chitect ~ provided Subparagraphs 3.1.1 ~d 3.3~3, f6 the Owner's approv~ execHtiofl i~ accordance With the ontract Documents, ~c may authorize minor ch~ges in the .'ork not involving adjustment in the Contract Sum or an cx nsion of the Contrac~ Time which are not inconsistent with the i ent of the Contrac~ Document. .... Z~.]4 The Architect shall conduct inspection to determm~ the date or dates of Substantial Completion and th date of fina completion, shall receive ~d fo~'ard to the Ow r for the Owner's review and records written warranties an relatec documents required by the Contract Documents and sem-~ Docum~ts. AIA DOCUMENT B141 · OWNER-ARCHITECT AGREEMENT * FOURTEENTH EDITION · AIA® · {)1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NE~' YORK AVENUE, N.W., WASHINGTON, D.C. 20006 .6. 15 lhe Atc_llitct. t ~hall iHt~.,p~d .~,d dccide matters cot dng performance of the Owner and Contractor under Contract Documents on written rec o" ~e Owner or Contractor. The Architect's tc such ests shall be made with reasonable prom anc within limits agreed upon. 2.6.16 :tations and decisions of the AI shall be consistent witlr e intent of and reasonably from the Contract drawings. When sions, the Architect mance by both Owner to either, and shall not decisions so rendered in 2.6.11 The Architect's tic effect shall be final the Contract Documenl and shall be in ' 'in the form o' such ' and initial deci- endeavor faithful perfor- show partialit} of interpretations ot ho matters relating to aesthe. 'ith the intent expressed ir 2.6.18 The render decisions within reasonable time o~ disputes D er matters in ques- tion between and Contractor rel 'ng to the execu- tion or progl of the Work as provided the Contrao matt ~ including those in question between ~e Ow er ant Con ~c~ or, except for those relating to aesthetic effect ro- 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 shah be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Sen'ices in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to com- mencing such services. If the Owner deems that such sen, ices described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. if the Owner indicates in writing that all or part of such Contingent Addi- tional Services are not required, the Architect shall have no obli- gation to provide those services. See ] 2.5 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 .~-chitect shall provide one or more Project Representatives to assist in carn.'- ing out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the obsen'ations by such Project Represen- tatives, the Architect shall endeavor to provide further protec- tion for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made neces- sary by adjustments in the Owner's program or Proj- ect budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's fail- ure to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, qual- ity, complexity, the Owner's schedule, or the method of bid- ding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other sen-ices in connection with Change Orders and Construction Change Directires. 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and fur- nishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary., by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in evaluating an extensive number of c]ain~s submitted by the Contractor or others in connection with the Work. 3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto.. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing sen, ices in connection with bidding, negotia- tion or construction prior to the completion of the Construc- tion Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 P,uvkllHg a~,al>~c~ uf the_ O~ner'.s nccds and prograln ming th,. rcq,~irc, ficrrts Of the Project. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning sun'eys, site evaluations or com- parative studies of prospective sites. AIA DOCUMENT B141 ,. OWNER-ARCHITECT AGREEMENT . FOURTEENTH EDITION * AIA® ., {)1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1987 4 3.4.4 Providing special sun'eys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.S Providing services relative to future facilities, systems and equipment. 3.4.6 Providing sen'ices to investigate existing conditions or facilities or to make measured drawings thereof. 8.4.1 Providing services to verify tile accuracy of drawings or other information furnished by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordi- nation of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a con- struction manager or separate consultants retained by the Owner. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analyses o? owning and.operating costs. 3.4.13 Providing interior design and other similar senfices required for or in connection with the selection, procuremeat or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equip- meat, or valuations and detailed appraisals of existing facilities. 3.4.16 Preparing a set of reproducible record drawings show- ing significant changes in the Work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Mchitect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Cer- tificate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 3.4.19 P~o,.idlng seevices of conlultanta for other than archi tectural, structural, mechanical and electrical engineering pot tions of the Project provided as a part of Bi~sic Services. See 12.6 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. See 12.7, 12.8 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 cri- teria, including space requirements and relationships, flexA- bility, 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 evi- dence that financial arrangements have been made to fulfill the Ow'ner'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 subn]itted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The SUFv'eyS and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, r~strictions, easements, encroachmeats, zoning, deed restric- tions, boundaries and contours of the site; locations, dimen- sions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility. services and lines, both public and private, 'above and below grade, including inverts and depths. All the information on the sun, ey shall be referenced to a project benchmark. 4.6 The Owner shall furnish the services of geotechnical engi- neers when such services axe 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 resis- tivity tests, including necessary operations for anticipating sub- soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consul- tants when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.7 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling sen'ices 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 sen'ices, 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. ~11 The proposed langtragc of ccrti~catcs or ccrtificat' ztays prior to execu ' wner shall hut r~qJ~eSt certifica- ~12.9, ]2.10, i2.11 :ions t require knowledge or services beyond AIA DOCUMENT B141 · OWNER-ARCHITECT AGREEMENT · FOURTEENTH EDITION · AIA® · (g)1987 5 B141-1987 THE AMERICAN INSTITUTE OF .ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated cost to the Owner of all elements of the Projecrdesigned or specified by the Architect. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Con- tractor's overhead and profit. In addition, a reasonable allow- ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Con- struction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that nei- ther the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such 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, com- ponent systems and t}q3es of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shah 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 shah be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shah: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or .4 cooperate in revising the Project scope and qualit.,,' 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 modif-3· the Con- tract Documents as necessary.' to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documents pre- pared by the Architect for this Project are instruments of the Architect's sen, ice for use solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reseB'ed rights, including the copyright. The Owner shall be permitted to retain copies, including repro- ducible copies, of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project. The Archi- tect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compen- sation to the Architect. 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in deroga- tion of the Architect's reserved rights. ARTICLE 7 See l 2. '~ 2 ARDITR~TIO[4 "' ~'.1 ' s, disputes or other matters in question ,een the ~arties t his Agreement arising out of or relatin o this Agree- ent or bre h thereof shah be subject to an ecided by arbi- ~rr~tion in acco ance with the Constructi Industry Arbitra- tion Rules of the erican Arbitration ociation cu~-rentlv in effect unless the part rriUtuahy ag otherwise. ' 7.2 Demand for arbitrati sh be filed in writing with the other party to this Agreeme d with the American Arbitra- tion Association. A dem 'tration shall be made withiF a reasonable time afte "' ute or other matter iF question has arisen. · eraand for arbitratior be made after t ' legal or equitable ~proceedings ther matter in ~question w f limitations 7.3 emcm AIA DOCUMENT B141 · OWNER-ARCHITECT AGREEMENT * FOURTEENTH EDIT1ON" A1A® · ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1987 6 . eept-by writtcn corr.,cnt containing a specific rcfc, rcncc .his eement signed by the Owner, Architect, and an ez 3erson o tity sought to be joined. Consent to itratior nvolving an itional person or entity shall t constitute :onsent to arbitratl of any claim, disput r other matter iF question not described i e written sent or with a persot Dr entity not named or descrl rein. The foregoing agree. merit to arbitrate and other nts to arbitrate with ar additional person or ent' to by the parties tc :his Agreement shal in accordance with applicable thereof. 7.4 Th ¢ ARTICLE 8 12.13 TERMINATION, SUSPENSION OR ABANDONMENT -1 This Agrccn~cnt may' bc tcrminated by either party t less than seven days' written notice should the other y to perform in aizcordance with the terms of no fault of the party initiating ~.2 iect is suspended by the Owner for more' days, the Architect shall be corn ser- ~rmed prior to notice of such suspension. hen the the Architect's compensation be equi- . to provide for expenses incurred in interpap- of the Architect's sen, ices. lent may be terminated by Owner upon days' written notice to Architect in the is If the Project ~wner for more than consecutive days, this by giving written zices ~roject is abh ion and L3 This A ~ot less than :vent that the s abandoned b~ he Architect may ~otice. g.4 Failure of the ,~ccordance with this Ionperformance and ,I.5 If the Owner fails to ect for services and expenses lays' written notice to ,ices under this Agreement ~y the Arc ;uspension shall take effe ]thation. the Architect in idered substantial ayment when due the Archi- ~e Architect may, upon seven suspend performance ofser- ,,merit in full is received · the date of the notice, the notice. In the event ~f a suspension of servk the '~i ct shall have no liability o the Owner for dela damage cau d the Owner because >f such suspension o s~ ices. 3.{5 In the event o termination not the f;/It of the Architect, he Architect shall e compensated for setvie performed prior .o termination, t gether with Rein~bursable E crises then due md all Termin ion Expenses as defined in Pa graph 8.7. ill Terrain on Expenses are in addition to co ensation for 3asic and ditional Sen, ices, and include expens which are nn 3asic :; 'ices and Additional Services earned to the ti of ter- minati~ as follows: 1 Twenty percent of the total compensation for ic and Additional Sen, i.ces earned to .date fir termi.n.at n " . en percent of the total compensation ~ c and Ad Services earned to tf termination occurs during ' evelopment Phase; or .3 Eve per uon for B~lc a. nc ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 U,lc~ wthtt wis~. p,ovidvd, this A~tct. mcnt shall bc gOv' crncd by thc law of the principal place of business of thc Architect. See } 2. ~ 4 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. ' Cau~c~ uf .dktlun bet~ec. the pa~ties to this Agcc ~. 3.ertalm cts or failures to act shall be to have accrued and the a ' hie statutes itations shall corn. roenee to run not later th e date of Substantial Com- pletion for acts ' ' r to Substantia_ Com ' ' e fol Completion. See 12.15 9.4 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, but only to the extent cov- ered by property insurance during construction, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner and Architect each shall require similar waivers from their contractors, consultants and agents. 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, succes- sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written con- sent of the other. 9.6 This Agreement represents the entire and integrated agree- ment between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. 9.7 Nothing contained in this Agreement shall create a contrac- tual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 9.8 Unless 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 expo- sure 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. 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional :rod 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 AIA DOCUMENT B141 * OWNER-ARCHITECT AGREEMENT * FOURTEENTH EDITION" AIA® * ©1987 7 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, DC. 20006 the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. See ] 2. ] 6, ] 2. ] 7, 12.18, 12.19, 12.20, 12.2], ]2.22, 12.23, 12.24, 12.]5, 12.26, 12.27, 12.28, 12.29, 12.3o, 2.31, PAYMENTS TO THE ARCHITECT DIRECT PEI"P3ONNEL EXFEH$,E '0.1.1 Dire rsonnel Expense is define e direct salaries of the Archi ' ersonnel en on the Project and the portion of the cost of ' tory and customary con- tributions and bendfit such as employment :axes and oth *' ' surance, sick 10.2 REIMBURSABLE EXPENSES See 12.34 Relefilvut3able Expenses arc in add!tjon. to for Basic and Additional Services and include by the Architect and Architect's employees the interest of the Project, as identified in t con- )w- of transportation in with the tn connection with out-of-town ; paid for secur- having ' over the Project postage and handling o' documents. by the Owner, expense o ? regular rates. mock-ups requestec 10.2.1.1 ?roject; :ravel; ion :c ,ng approval 10.2.1.2 Expense :3rawlags, Specifications !10.2.1.3 If authorized in , overtime work ' ' !10.2.1.4 iby the Owner. i10.2.1.5 of additional insurance or limits, including liability insurance, by the .Owner: of that normally carried b itect ant Expense of computer-aided design and dm~'g timc winch u0ed in connection with the Project. 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph ll.l is the minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. See 12.35 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- vices rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 5.4 When uumpct,~atiu. i~ ba~,_d un., l_,,_~cnt'agc Of ' struct Cost and any portions of the Project are d a or Dthcrwise no structed, compensation for t portions olq :he Project shall 15 able to the e services are per2 'ormed on those portions, I ce with the schedule se~ ?orth in Subparagraph 11. 1) the lowest bona fide Did or negotiated ' or proposal is received th truction ~ ' 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 ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's com- pensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been found to be liable. 10.6 ARCHITECTS ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- raining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- able to the Owner or the Owner's authorized representative at mutually convenient times. See ] 2.36, ] 2.37 12.38, 12.39 ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: ~.:~,:L A~I I~;ITI~AL FX~,YMELT M' 12)eX.r3 ($ ) shoal be made upon enecution of this Agreerr. em and credited to the Owpcr~s nccount vt f~n?' p~?ment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services includei:l in Article 12 as part of Basic Sen, ices, 13.'ksic Compensation shall be computed as follows: (Dtsert basis of compensation, including stipulated sums, multiph's or percentages, and identify phases to u'ljicb particular methods of compensation apply. if necessary.) Method of compensation shall be as described in the Proposal. ~ AIA DOCUMENT B141 · OWNER-ARCHITECT AGREEMENT · FOURTEENTH EDITION "AIA® · ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1987 8 'I I ~.2 v/here contp~n~atlun l~ ba~zd un a ~p~at~d ~u.~ ut ~tLu,as~ of Co~t,~ctlon C~t, p,~s pay,.cnB for D~ic Scl~i in ~c~ ~ -~e sh~ to~ the foHow~g percentag~ of the totM B~ic Com~ation payable: - ~ Schematic D~i~ Phg: -- ....."' ~rcent ( %) 3~i~ ~velopm~t PhR: ~-- ~ ..... percent ( %) Zorntraction ~men~ Ph~e: ...... ~ .... ~rcent ( %) 3idd~g or Nego~on Ph ~ ent ( % ) Comt~i ¢gc Cometion: one hundred percent (100%) , 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT ~PRESENTATION BEYOND BASIC SER~CES, ~ described ~ P~agmph 3.2, compe~ation sh~ be com- puted ~ follows: Compensation shall be negotiated based upon each contract modification that adds additional services. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in .Paragraph 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services 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 classif), employees, tZ[ required. Identtfy specific services to which particular methods of compensation apply, if necessar.)~) As noted under ]].3.1 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services ~ind those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of one point seventee30 ]. ] 7 ) times the amounts billed to the Architect for such services. (lden.fy specific types of consultants in Article 12, t~ required.) 11.4 REIMBURSABLE EX~'ENSES 1 | .4. I rerP, REIIvIBURSABLE-E-X-PENSE3, ,~ de~,.~bcd in rara~ph 10.2, mid any other items included Ln Ax ticle i 2 as Reimburcablo E,xt-,,At~,-o, a .,uttipk of ( ) timec the exp~nr~ incurred by tin Architect, the · -~'-~"~ emplcyf,0o0 and eoncu!t^~__- in thg intgrgat of th~ P~j~ct. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed x~a~i~ by March ] 6, ] 999 (..¢~-=) =Rn-tvl.~ of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that tirne shall be compensated as provided in Subparagraphs.lO.3.3 and 11.3.2. 11.8.2 Payments are due and payable ~ "~,'~a,J¢~ < .j~ ~Z)~rdays from the date of the Architect's invoice. Amounts unpaid ~ ,-[h;~R.~r.~ ~t ( JrO'~9 ) days after the invoice date shall bear interest at the rate entered 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 of interest agreed upon.) SOO ] 2 . 40 (usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Archi- tect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or mod~ications, and also regarding requirements such as written disclosures or waivers.) AIA DOCUMENT B141 * OWNER-ARCHITECT AGREEMENT · FOURTEENTH EDITION * AIA® · ©1987 9 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 ~EW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (insert descriptions of other sen'ices, identt~), Addilional Sen'ices included within Basic Con~lx-r~salion and modifications lo the pa)'nlent and conlpensation tertns included in this Agreement.) See attached Article 12 This Agreement entered into as of the day and year first written above. OWNER CITY OF ASHLAND t /~;{d~ ~Q~v~x , d [T~ ~l~,~e.~4-~ George C. Sheldon, (Printed name and title) ~te [ ~7~{~ ( (Printed ;~nte and title) AIA D~UMENT BI41 · OWNER-ARCHITECT AGREEbtENT * FOURTEENTH EDITION · AIA® · ~1987 THE kMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 200~ President ~te B141-1987 10 AIA B141-1987 ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 Change paragraph 1.1.2 as follows: (a) In the second sentence, delete the words "Upon request of the Owner, the" and replace them with the word "The"... (b) In the third sentence delete the word "Time" and replace it with the words "Architect shall endeavor to meet time". (c) In the third sentence insert word "and" between the words "schedule approved." (d) Third line from bottom, add a period after the word "Owner." In the third sentence add the words "Such time limits" before the words "shall not..." 12.2 Add new subparagraph 1.1.4 as follows: 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 normal standard of care of the architectural profession 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. 12.3 Add new subparagraph 1.1.5 as follows: 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. Owner-Architect Agreement / Ashland Library 1 12.4 Architect's scope of basic service shall be as shown on the attached Workplan, dated January 16, 1999, marked Exhibit "A." 12.5 Paragraph 3.1.1 change the paragraph as follows: (a) At the end of the second sentence, before the period, add the following phrase: ", except as provided below." (b) At the end of the paragraph, add the following sentence: "If the Owner fails to respond to the Architect's notice regarding contingem additional services within seven (7) days after receipt of such notice, such services shall be deemed to be authorized by the Owner." 12.6 Paragraph 3.4.19 change the paragraph as follows: Providing services of Consultants, if any, other than those specified in paragraph 12.2. 12.7 Add new paragraph 3.4.21 as follows: 3.4.21 Providing any services of any kind relating to any design build work. 12.8 After new paragraph 3.4.21, add the following new paragraph 3.4.22: 3.4.22 Providing certificates or certifications to third parties, including without limitation, lenders and public agencies. Owner shall submit the proposed language of certificates or certifications requested of the Architect or its consultants to the Architect for review and approval at least fourteen (14) days prior to the date of requested execution. The Owner shall not request certificates or certifications that would require knowledge or services beyond the scope of this Agreement. 12.9 Add new paragraph 4.11 as follows: 4.11 Architect is emitled to rely on all information furnished or to be furnished by Owner. The Owner agrees to defend, indemnify and hold harmless the Architect and its shareholders, agents and employees from and against any and all claims, suits, actions, demands, losses, expenses, changes, penalties and liabilities of any kind, including without limitation, attorneys' fees arising out of or relating to any errors or omissions in such information furnished or to be furnished by the Owner. 12.10 Add new paragraph 4.12 as follows: 4.12 The Owner agrees to defend, indemnify and hold harmless the Architect, it shareholders, agents and employees from and against any and all claims, suits, actions, demands, losses, expenses, damages, penalties, and liabilities of any kind, including Owner-Architect Agreement / Ashland Library 2 without limitation attorneys' fees, caused by or contributed to by the negligence, wrongful acts, errors, or omissions of any consultants on the Project retained by or having a contract with Owner or any third party (other than the Architect and its consultants). 12.11 Add paragraph 4.13 and subparagraphs 4.13.1 and 4.13.2 as follows: 4.13 The Owner understands and acknowledges that in the cost-effective remodeling and rehabilitation of existing structures, certain design and technical decisions are necessarily made based upon assumptions derived from available documents and visual observation of existing conditions. 4.13.1 Hidden Conditions: A condition is hidden if concealed by existing finishes or is not capable of investigation by reasonable visual observation. If the Architect has reason to believe that such condition may exist, the Owner shall authorize and pay for all costs associated with the investigation of such a condition and, if necessary, all costs necessary to correct said condition. If (1) the Owner fails to authorize such investigation or correction after due notification, or (2) the Architect has no reason to believe that such condition exists, the Owner is responsible for all risks associated with this condition, and the Architect shall not be responsible for the existing condition nor any resulting damages to persons or property. 4.13.2 Unless specifically directed in writing by the Owner, the Architect will not perform or have performed on existing structures any destructive testing, nor open or have opened any concealed portions of existing structures, in order to ascertain their actual condition. In the event that the Architect's assumptions, made in good faith, prove to be incorrect, the Owner agrees that the Architect shall not be held responsible for any additional work or costs required to correct any ensuing problems based upon such incorrect assumptions. The Owner further agrees to defend, indemnify, and hold harmless the Architect and its shareholders, agents, and employees from and against any and all claims, suits, actions, demands, losses, expenses, damages, penalties, and liabilities of any kind, including without limitation attorneys' fees, on account of injury, loss, or damage to property or persons, including death, arising out of or relating to the performance of any work based on such good faith assumptions. 12.12 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 fffieen period and thereafter proceeds with due diligence and in good faith to cure the breach as soon as practicable. Owner-Architect Agreement / Ashland Library 3 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. 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 altemative 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. 12.13 Delete all of Article 8 and substitute the following: 8.1 In addition to the fight 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. 12.14 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 present laws, orders, regulations, rules and ordinances of federal, state, and local governments with respect to the Architect's services. 12.15 Delete Paragraph 9.3 and substitute the following: 9.3 In the event of any 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 Owner-Architect Agreement / Ashland Library 4 negligence, or should have, with reasonable diligence, discovered such 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. 12.16 Add paragraph 9.10 as follows: 9.10 The services covered by this Agreement shall be rendered by the Project team identified in the Architect's Exhibit "A." Peter R. Meijer 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. 12.17 Add paragraph 9.11 as follows: 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. 12.18 Add paragraph 9.12 as follows: 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. 12.19 Add paragraph 9.13 as follows: 9.13 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, to the extent caused by 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 to the extent caused by the negligence of the Owner, the construction contractor, or any consultant retained by the Owner pursuant to paragraph 9.11. 12.20 Add paragraph 9.14 as follows: 9.14 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 Owner-Architect Agreement / Ashland Library 5 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. 12.21 Add paragraph 9.15 as follows: 9.15 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 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 mall" written notice is unacceptable. 9.15.1 As to the Arehitect's liability to the Owner arising out of services performed under this Agreement, if any, Owner and Architect agree as follows: 9.15.2 The entire and combined joint, several, and individual liability of the Architect and its consultants and their shareholders, employees and agents, irrespective of the number of claims, shall in no event exceed the amount of the Architect' s compensation for Basis Services paid or to be paid under this Agreement. 12.22 Add paragraph 9.16 as follows: 9.16 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. 12.23 Add paragraph 9.17 as follows: 9.17 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. Owner-Architect Agreement / Ashland Library 6 12.24 Add paragraph 9.18 as follows: 9.18 The Architect shall comply with applicable provisions of ORS 279.3 12, 279.3 14, 279.3 16 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. 12.25 Add paragraph 9.19 as follows: 9.19 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. 12.26 Add paragraph 9.20 as follows: 9.20 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. 12.27 Add paragraph 9.21 as follows: 9.21 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, mall, or facsimile transmission. This paragraph shall not be construed to excuse either party from giving notice in accordance with applicable laws. 12.28 Add paragraph 9.22 as follows: 9.22 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. 12.29 Add paragraph 9.23 as follows: 9.23 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. Owner-Architect Agreement / Ashland Library 7 12.30 Add paragraph 9.24 as follows: 9.24 Notwithstanding any other provision in this Agreement to the contrary, nothing contained shall be construed as: 9.24.1 Constituting a guarantee, warranty or assurance, either express or implied, that the Architectural Services will yield or accomplish a perfect outcome for the project; or 9.24.2 Obligating the Architect to exercise professional skill or judgement greater than that which can reasonably be expected from other architects under like circumstances; or 9.24.3 An assumption by the Architect of the liability of any other party. 12.31 Add new paragraph 9.25 as follows: 9.25 In the event of any dispute between Owner and Architect arising out of or relating to this Agreement, the prevailing party will be entitled to such reasonable attorneys' fees incurred during the arbitration or trial or on appeal as may be set by the arbitrator(s) or the court. 12.32 Add new paragraph 9.26 as follows: 9.26 In the event of any conflict between the terms of the AIA Document B141 and the term of this Article 12, the terms of this Article 12 shall apply. 12.33 Add new paragraph 9.27 as follows: 9.27 The Owner acknowledges that nothing in this Agreement implies any undertaking by the Architect for the benefit of, or which may be enforced by, the Contractor, its subcontractors, or the surety of any of them; it being understood and agreed that the Architect's obligations are solely to the Owner, and that in performing such obligations, the Architect may increase the burdens and expenses of the Contractor, its subcontractors, or the surety of any of them. 12.34 Reimbursable expenses shall be dealt with as outlined in the Proposal attached to this Agreement and marked Exhibit 'A.' 12.35 Add to paragraph 10.3.2 as follows: If Owner fails to raise any question in writing as to the amount due for services for a billing period within seven (7) days of receipt of the billing, it will conclusively be determined that no additional information is necessary. If additional information is required by Owner in support of the billing, Architect will furnish such information. Owner will pay Architect to compile this additional information at the rate of $100.00 per hour. In the event of any dispute as to a portion of a billing, Owner shall pay the undisputed amount. Owner-Architect Agreement / Ashland Library 8 12.36 Add 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 dear 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. 12.37 Add new paragraph 10.7 as follows: 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 XI, Section 10 of the Oregon Constitution. 12.38 Add new paragraph 10.8 as follows: 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). 12.39 Add new paragraph 10.9 as follows: 10.9 The Owner has appropriated funds for the Architect's services that will be provided during the fiscal year that ends on June 30, 1999. In the event no funds or insufficient funds to pay for the Architect's services are appropriated for subsequent fiscal years, the Owner shall notify the Architect as soon as the budgetary decision is made, and this Agreement shall terminate on the last day of the fiscal year for which appropriations are made. Such notice is a condition precedent to invoking the limitation on payment stated in Paragraph 10.8. 12.40 In the event Owner falls to make any payment to Architect when due, Architect will be entitled to a finance charge on all amounts due at the rate of 1-1/2% per month fxom the date due. 12.41 This Agreement constitutes the entire agreement between the parties, supersedes all prior, contemporaneous, and subsequent oral agreements and all prior and contemporaneous written agreements, and shall not be modified except in writings signed by the parties. Task Program confirmation Existing condition analysis Historic information Counly coordination Project Management 'total SERA Target Hours: Consultant: Consultant: Consultant: Consultant: Phase Total: Duration: "Visions' Camp- 1 week Workshop # 1 @ 4hrs Prep time Camptime Project Management Workshop .#:2 @ 4hrs Prep time 'total Target Hours: Consultant: Consultant: Consultant: Consultant: Phase Total: Duration: t Rote t~rincila¢~l Bing EXHIBIT "A" WORKPLAN , j 20 40 1 8 1 1 ', 2 lo i I 211 I 4O 11 16i 20t Total Total Hours Cost 22 $1,220 40 $3,8oo 24 $1,440 2 $16o 2 $16o 10 $8oo 100 $7,580 $7,580 4 4O 10 8 4 4 2 8i 52J 181 4i 2i I i 21 20: 4i 4I 6. 12i so 4 4 20 40 , 4 24 48i 16 $1,120 14 $960 122 $7,860 10 $8oo 32 $2,780 4 $350 198 $13,870 $13,870 Ci~ of Ashland 982171 1/16/99 Page 1 of 4 workplan.xls Tosk Systems Integration - 4 weeks Who Rale Committee work session @ 2hrs 3 meetings (in a 6 week periodJ Project Management Total Target Hours: Consultant: Consultant: Consultant: Consultant: Phase Total: Duration: 'J week Drawings: Site/context plan First floor plan Second floor plan 4 elevations Project Management Council Meeting 'Total Target Hours: WORKPLAN ~rincipal Director AssociaJe P.A./KI. Lib Hrog iAavisor J Local Prim Arch. inler, t'roj. Assl. jClerical 4 72 20 4 8 4 4O 8 J 801 44 201 16 41 8 241 161 160i Total Total Hours Cost 280 48 40 368 $18,840 $3,260 $3,200 $25,300 $25,300 18 2 2 41 201 10 10 2i 4! 4O 4O 6 58 10 8 82 $590 $3,800 $800 $700 $5,890 ,9,ctck rcndcdngs Phase Total: Duration: $5,890 Ci~ofAshland 982171 1/16/99 Page 2 of 4 workp/.an.xls Task l itle 'V'V~o Rale WORKPLAN Total Cost 670 L) Total Target Hours: Consultant: Consultant: Consultant: Phase Total: Duration: I 1 I Ci~ofAshland 982171 1/16/99 Page 3 of 4 workplan,xrs S I:LA_ Task WORKPLAN lille ffrincipal ;i~neclor Asr~ciate P.A./~.I. Lib Pi'og Advisor Local Hrin. Arch. Inlet' Proj. Asst. Clerical Total Rate $120 ~ $ I LKJ Total Cost Summary: SERA Targel Labor Hours Consultant Review Rider Hunt Ackroyd Reimbursables @ 4% Direct Travel Expenses Project Cc,.ntingcncy Fcc Ncgo~iatior, s Grand Iotal: 21J I Civil, Structural, Landscape, MPE Cost Estimating To Cover Misc Expenses I.e. Gas, Mileage, Parking, Meals, Reproduction Includes Airfare & Lodging Alice,vance for additic, nal costs approvcd by the Cit/d Ashland 740 748 $52,640 $3,200 $3,500 $2,374 $5,300 $6/,014 Ci~ dAshland 982171 M16/99 Page 4 of 4 wcxkplan.xls "VISIONING" PROCESS INCLUSIVE DESIGN MON JAN 18TH I WEEKS ANALYSIS ATTENDEES: ASHLAND PUBLIC SAT SAT FEB FEB ITH 13TH I. 11 ASHLAND "VISIONS" CAMP WORKSHOP WORKSHOP #1 #2 CITIZEN C O N C E P T INPUT OPTIONS BS BS JE JE PM PM RK KP GK RK PA GK PA CONCEPI DESIGN LIBRARY MON MON MON TUES FEB FEB MAR MAR 16TH 22ND 8TH 16TH I I I I CONCEPT 0 COMMITTEE MTG.#1 CONCEPT DIRECTION JE RK PA COMMITTEE COMMITTEE MTG.#2 MTG.#3 CITY DESIGN COST COUNCIL REFINEMENT ESTIMATE I MEETING GRAPHICS BS JE BS JE PM KP RK RK RK GK GK PA SCHEMATIC <, wE ~J<, DESIGN EXPANSION ATTENDEES KEY: BS Bing Sheldon JE John Echhn PM Peter Meijer KP Kathy Page RK Ray Kisslet GC Geolge Kramel PA Project Assislarl~