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HomeMy WebLinkAbout2000-035 Agrmt - Sera Architects ' T 'H A M E R I C A N ~I N S T I T U T E 0 F A R C H 1 T E C AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the 1 0 th Nineteen Hundred and BETWEEN the Owner: (Name ~ address) and the Architect: (Nan~ and addre~) Clay of December in the year of Ninety-Nine City of AshlaDd Office of the Administrator 20 East Main Street Ashland, OR 97520 SERA Architects, P.C. 123 NW 2nd Avenue Portland, OR 97209 For the following Project: (Include detailed description of Project, loc~tion, address and scope.) See attached Exhibit A 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 TheAmerlcan Institule 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 thc copyright Jaws of the Unitcd States and v,'ill be subject to legal prosecution. THE ;~MERICAN INSTITUTE OF ARCHITECTS, 1735 NE~7 YORK AVENUE, N.%~., 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 Thc Architcct's services comist of those services per- formed by thc Architect, Architect's employees and Architect's consuImnts as enumerated in Articles 2 and 3 of this Agreement and any' other services included in Article 12. 1.1.2 Thc Architect's services shall be performed as expedi. tiously' as is consistent with professional skill and c~e and the orderly progr'ess of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissious by authorities h~ving judsdictipn' over thc Project. Time limits established by this $CAacdulc approved by the Owner shall not, excel~ for reasonable ca,c, be exceeded by the Architect or Owner. See 1 2.1 1,1,3 The services coveted by. this Agreement ate 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 2.1.1 Thc Architect's Basic $crvlces consist o f those described in Paragraphs 2.2 through'~and any other sendces identified in Mdc 12 as part of Basic Services, and include normal struc- tural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Arc,~tcc~ sbU review thc program fun*~shed by thc Owner to ascert~n thc rcquh*cmcnts or* thc ?roicct and sbaU zrdvc ar a mutual understanding of such £cquircments with thc Owner. 2.2.2 Thc Architect shall provldc a preliminary cvalusdon of thc. Owner's prognu'n, schedule :md consu'ucdon budget rcqub*cments, c~cb f~ terms of thc other, subjec~ to thc Umita. dons Set foruh in Subp~'~g~ph 5.2.1. 2.2.3 'Thc ]*.rc~itcct shall review with thc Owner alternative approaches to design and cousrruction of thc Proiect. 2.2.4 Based on thc mutuaUy. ;grecri*upon prol~arn, schedule :md coustn:ction budget rcqu~r, mcnts, thc Architect sbaU prepare, for approval by thc Owner, Schematic Design Docu- menu; cons;~ng of drawings :md other documents ilJustrating thc scale and relationship or* Project components. 2.2.5 Thc Architect sb~ submit to thc Owner a prcUminary estimate o~ Cons;ruction Cost based on current ate2, volume or 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on thc approved Schematic Design Documefi~s and any adjustments authorized by the Owner in the program. schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to flx and describe the size and character of the Project zs to architectural, struc- tural, mechanical :md electrical systems, materials and such other clements as may be appropriate. 2.3,2 The Architect shall advise the Owner of any adjustments to the preIimirmry estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on thc approved Design Dcvcinpmcnt Docu- ments and any further adjustments in thc scope or quality of the Project or in thc construction budget authorized by the Owner, thc Architect shall prepare, for approval by the Owner, Construction Docum&nts consisting of Drawings and Specifics- rises s~tting forth in detail the requirements for thc construc- ti0fi of the Proj&ct. 2.4.2 The Architdct shall assist the Owner in the preparation of the necessary bidding infomaation, bidding forms, the Condi- tions of the Contract, and the form of Agreement between the Owner :md Contractor, 2~4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- cated by ch:mgc~ in requirements or general market conditions. 2.4.4 Thc Architect shall assist thc Owner in connection with thc Owner's responsibility, for thing documents required for the approval of governmental authorities having jurisdiction over the Project. THE AMERICAN INSTITUTE OF ARCHITECTS, 17S5 NEW YORK AV£NUE, N.W., WASHINGTON, D.C. 20006 B141-1987 2 ,6.4 The Architect shall be a representative of and shall advise consult with the Owner (1) during construction until Final and (2) as an Additional Set- time during thc cot- modified 2.6.5 The to of with the progress determine in dance with inspections to check the the basis of on-site ob:iervations shall keep the Owner informed the Work, and shall endeavor to defects and deficiencies in the representation ma' described in Paragraph 3.2.) 2.6.6 The Architect shall not have control and shall not have authority to act on behalf of the Owner !.greement unless otherwise ritten instrument. visit the site at intervals appropriate or as othenvise agreed by the in wtitifig to become generally familiar of the Work completed and to Work is being performed in a man- when completed will be in accor- However, the Architect )n-site quantity of the Work. On an architect, the Architect progress and quality of rd the Owner against site or charge of methods, and programs in connection with thc Work, are solely the Contractor's responsibility under the Construction, The Architect shall Contractor's schedules or failure to c~rry dance with thc Contract Documents. The Architect shall F have control over or charge of acts or omissions of the Contrac- tor, Subcontractors, or their agents or employees, other .persons performing portions of the Work. 2.6,'/ The Architect shall at all times have access wherever it is in preparation or progress. 2.6.6 Except as may otherwise be provided in I Contract Documents or when direct communication been dally authorized, the Owner and ~ through the Architect. Communications by tect's consultants shall be through 2.6.9 ' 'the Contractor's review and certif) 2.6.10 .The Architect's tute a re{>resentation to the, observations at the site as on the data comprising ment, that, belief, qu~dity Documents. The evaluation of t Documents u quent tests tract the Architect shall for payment shall consd- based on the Architect's Subparagraph 2.6.5 and for Pay- point indicated ;md information and is in accordance with the Contract representations are subject to an Work for conformance with the Contract Completion, to results of s.ubse- from the Con- prior to completion and to spe- ~ the Architect. The issuance cfa Payment shall f~rther constitute a representation :e Contractor is entitled to payment in the amount certi-: However, the issuance of a Certificate for Payment shall ~t be a representation that the Architect has (1) made exhaus- .; th,e or continuous on-sRe inspections to check the quality or quantity of thc Work, (2) reviewed construction means ods, techniques, sequences or procedures, (3) reviewed of requisitions received from Subconlra pliers and other data requested by the Owner to the Contractor's right to payment or (4) what purpose the Contractor has used money on account of the Contract Sum. 2.6.11 does n~t conform to the Contract Docun Architect considers it necessary or adv have authority to require additional i Work in accordance with the ments, whether or not completed. However, neither ~ a decksion made in rise such authority shall the Architect to the equipment suppliers, I sons 2;6.12 and the d Thc When of matetiab, s Documents, the certification to merit will meet the e for implementa- th..e Architect will ~gof the is fabricated, installed or of the Architect nor to a duty or responsibility of Subcontractors, material and or oIher per- shall review and approve or take other submittals such as Shop and Samples, but only for the limited for conformance with information given expressed in the Contract Documents. ~hall be taken with such reasonable to cause no delay in the Work or in the con- while allow- suflident time in the Architect's profeSSional judgment to ch submittals is not con- lucted for the purpose of determining the accuracy anri com- ther details such as dimensions and quantities or for substantiating instructions for installation or performance of the Contractor, all of which thc responsibility of the Contractor to the extent by the Contract Documents. The Archliect's review, approval of safety precautions or, unless ' the Architect, of construction sequences or procedures. The of a specific item shall not indicate t assembly of which the item is a component. of performance characteristics the Contract shall be entitled to rely upon such the materials, systems or equip- criteria required by the Con- 2.6.13 struction Change Directive: and data if deemed necessap Subparagraphs 3.1.1 and 3.3.~ execution in accordance with may authorize minor changes in Change Orders and Con- ith supporting documentation the Architect as provided in the Owner's approval anri DOcuments, and not involving an f the Contract tent of the Contract 2.6.14 The Architect shah conduct ins the date or dates of Substantial ( to determine completion, shall receive and forward to thc , for the Owner's review and records written warranties documents required by the Contract Documents bled by the Contractor, and shall issue a final Certificate fi ment upon comp!iance with the requiremems ol Documents. AIA DOCUMENT B141 · OWNER.ARCHITECT AGREEMENT ' FOURTEENTH EDITION · AIA:t * ~)1987 3 B141-1987 THE AMERICAN INST{TUTE OF ARCHITECTS. 1735 NEW TORK AVENUE, N.W., WASHINGTON. D C. 20006 with reasonable ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 Thc services described in this A.,-ticlc 3 :arc 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 additiort to the compensation for Ba$ic Services. The Services described under Paxagraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 a~c required duc to circumstances beyond thc Architect's control, the Architect shall notify thc Owner prior to com- mencing such services. If the Owner deems that such services described under paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Addi- tional Services azc not required, the Architect shall have no obli- gation to provide those services. See 1 2.5 $.2 PROJECT REPRESENTATION BEYOND BASIC SERVIC£S 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, thc Architect shall provide one or more Project Representatives to assist in carry- lng out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, emplo}'ed and directed by the M'chitect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The duties, responsibilitles and limitations of authority of Project Representatives shall be as described in thc edition of Al& Document B352 current as of the date of this Agreement, unless otherwise agreed. ' 3.2.3 Through the observations by such Project Represen- tatives, the Architect shall endeavor to provide further protec- tion for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the fights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revlgions are: .$ 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 requh'ed by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due rD changes required as a result of the Owner's faJf- ' ute to render decisions in a timely manner. 3.3.2 Providing services required because of significant changes Lq 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 Prepaglng Drawings, Specifications and other docLu'nen- ration and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Constn~cdon Change Directives. 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3,3.5 Providing cor~uItation concerning replacement of Work damaged by fire or other cause during construction, and fur- Dishing services required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default of the Contractor, by rDaiDE 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.T Providing sec'ices in evaluating an extensive number of clifims submitted by the Contractor or others in connection with..~e Work. 3.a.8 Providing services in connection with :~ public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for ahernate, separate or sequential bids DE providing services in connection with bidding, negotia- tion or constmction prior to the completion of the Construc- 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.2 Providing financial feasibility or other speci~ studies· 3.4.3 Providing pl~ning su~'eys, site evalua{ions or com- parative studies of prospective sites. AIA DOCUMENT B141 * OWNER3A~CHITECT AGREEMENT · FOURTEEN'TH EDITION · AIAe ' ©1987 THE A.MERICAN INSTITUTE OF ARCHITECTS, 173~ N£W YORK AVSNU£, N.W., WASHINGTON. D C. 200~6 B141-1987 4 3.4.4 Providing speci~ surveys, cnvironmcm21 studies ~nd submissions requircd for ~pprov:~ls ofgovcrnmemaJ amhorilics or othcrs having jurisdiction over thc Project. 3.4.5 Providing s~rvices relative to ~turc hcilid~, systems and cquipmcm. 3.4.6 Providing scn'ic~ lo invcstig2tc existing cnnditions at ~acilidcs or ro m~c m~urcd dmwing~ [hcrcot. 3.4.7 Providing sc~'ic~ to vcri~- thc ~ccumcy of drnwln~ or other intormmion ~mishcd by thc Owner. 3.4.8 Providing coordination ot construction ~rto~cd by nndon of sc~'ic~ required in connection wiih conslmcdon pcr~o~cd ~d equipment supp~ed by [he Owner. 3.4.9 Providing scwiccs in connection with iht work oF2 con. s~mcdon mmagcr or scpa~[c consulmms retained by 3.4.11 Providing derailed quantity su~,eys or inventories o~ material, equipment and Nbor. a.4.12 Providing an~yses o~ow~ng ~d operating 6os~. ~.4.1~ Providing' interior d~ign ~d other s~ar ~n'[ces requ~cd for or ~ connection wi~ the selection, pro~r~ment or ~st~ation or ~rniture, ~rnbh~ ~d related equipment. 3.4.14 Provld~g se~ic~ rot plmning t~n~t or rental spacm. 3.4.15 M~g ~v~fio~, ~vmto~m or mate~ or eq~p mint, or ~mdo~ md de~ app~=~s of ~g ~. 3.4.16 Prep~g a set o~ reproducible record dmw~ show- ~g signet ~gm ~ ~c WorR made dudng comtmctinn b~ on marked-up p~m, ~w~ ~d o~er ~ta ~hed by ~c ~nt~mor to ~c 3.4.17 ProvidNg ~ce ~ ~e ut~don o~eq~pment or syste~ such ~ tinting, ~djmting md b~c~g, proration of operation md mdnten~ce mmu~, t~g ~rmnnd for o~mdon ~d m~cn~ce, md comuhadon dung operation. 3.4.18 Pro~q~g ~n'ic~ ~cr ~u~ce to the Owner of ~e fin~ Ce~cate for Payment, or in the absence o~ a fm~ Cer- d~mte [or Payment, more ~m ~ ~ys after ~e ~te of Sub- stmti~ Completion of ~c Work. ecruS, stmctu ' eng~ccr~g pot- See 12.fi.. 3.4,20 ~rovid~8 my o~cr s¢~ic~ not om¢~¢ m¢m~c~ in th~ A~ccmcn[ or not ~[om~y ~m~hCd ~ accor~nc~ wi~ gene~ly accepted ~chitectu~ pncticc. See 12.7, 12.8 ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner sha~l provide f~ll information rcgardlng requirement~ for the Project, including a program which shall set forth thc Owner's obiectives, schedule, constraams and cri- teria, including space requirements and relationships, Ae.',:J- bility, expandability, special equipment, systems and site requirements. 4,2 The Owner shall est2blish and upd~lc ~n ovcr:'dl budget for the Project, including the Construction Cost, Iht Owner's other 4.3 1[ requested by thc Architect, thc Owner shall furnish evi- dence that ~n~ci~ arr~gements have been made to ~lfill the Owner's obligations under th~ Agreement. 4.4 Thc Owner sh~ll designate a rcpresemative authorized to aa on thc Owner's beh~f with respect to ~hc Projecl. Owner or such =ulhodzed represent=five shall render decisions in a ~cly intoner pen~ning to documents submined by thc Mchitect in order 1o avoid unrezton=blc delay in thc orderly and sequential progre~ of the Architect's services. 4.5 Thc Owner sh~' ~rnish su~cys describing physi~ chamcte~stics, Icg~ l~itations ~d utgity locations for thc site of the Project, ~d a written leg~ description of the site. sun'eys ~d legal information sh~l include, as appii~Ne, gmd~ ~d ~nes of street, alleys, pavements ~d adjoining pro.ny md structures; adjacent drainage; rights.f-way, r~tdglio~, ~emems, encroachments, zoning, deed restrio lion, boun~des ~d contours of the site; localions, dimen- sio~ md necmsa~ ~ta ~rta~ing to e~sting buddings, other . ~provemen~ md trees; ~ informatio~ concerning av~labie' utflity..se~ic~ ~ ~n~, both public ~d private,'above ~d below gnde, including inverm ~d depths. M1 thc information on the s~'ey sh~l be reterenced to a project benchmark. 4.6 ~e'Owner sh~ ~mish ~e ~ic~ ofgeote~ni~ en~- n~ when su~ ~,ic~ ~c requited by the Mchitect. Such se~ic~ may ~clude but are not l~ited to trot borings, trot pi~, dete~inadons of so~ b~dng ~u~, perco~tion cvduatio~ of h~dous materials, ground corrosion ~d resls-" fivity tm~, ~dud~g nec~ ope~tions for mfidpat~g ~ con~tlo~, wi~ repo~ ~d appropriate p~f~ion~ 4.6.1 ~e Owner sh~l ~mlsh ~e ~ices of o~er consu}-' tram when su~ sen'ices ~e r~onably required by ~e scope of ~c Project md ~e requmted by the Mchitect. 4.7 The Owner shall ~mNh st~ctu~, mechmi~, ~i~, dr md ~mter ~llution t~, tm~ for h~rdo~ mate~, and 4.8 ~e Owner sh~l ~mish ~ leg~, accounting md insumce Pro~e~, ~cludlng auditing se~ic~ the Owner may require to vc~ the Comnctor's Applications for Payment or to ~cermin hoG'or for what pu~s~ ~e Contractor h~ used the money p~d by or on beh~f of the Owner. 4.9 ~e sen'ic~, info~a~ion, su~'eys ~d repor~ required by Pmgmphs 4.5 through 4.8 sh~ be ~rnished at the Owner's expense, md ~e Mchitect sh~l be entitled to rely u~n 4.10 Prompt written notice shall be given by thc Owner to the Project or nonconformmce with the Contract Documents. ~r ~shhcm~m sh~ b~l~=gc or cc~cates o~ )~~ apprm~ at le~t I 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 thc Project designed or specilled by the A?chitect. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials fi:rnlshed by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable alIowance for the Con- tractor's overhead and profit. In addition, a reasonable allow- ance for comingenc{es shall be included for market conditions at the time of bidding and for changes in the Work during construction. $.'1.3 construction cost does not include the compeusation o f 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 b~.t 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 determkxing bid prices, or over compethive bidding, mzrket 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 Construct[on Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No fixed limit of Construction Cost shall be esubLished as a condition of this Agreement by the furnishing, proposal or estsbli~.hment of a Project budget, unle.~ such £med limit has been agreed upon in writing and sigrled 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 material~, equipment, com- ponent systems and types of construction are to be included in the Contract Documents, to make re~onsble adjustments in ·; thc scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fixed limit. FLxed ILmits, 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 us fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.2.4 If a It.xed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project .3 it' the Project is abandoned, terminate in accordance with Paragraph 8,3; or .4 cooperate in revi~ing the Project scope and quality as tequl~ed to reduce the Construction Cost, 5.2,5 If the Ownet chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Con- tract Documents as necessary to comply with the hxed 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 entifled to compensation in accordance with this Agreement for all services performed whether or not thc Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMEN'~S 6.1 The Drawings, Specifications and other documents pre- .pared bY the Architect for this Project are instruments of thc Architect's service for ~se solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these docamaents arid shall retain all common law, statutory and other reserved rights, including the copyright. The Owner shall be permitted to retain copies, including repro- ducible copies, of the Architect's Drawings, SpecifiCations and other documents for information and reference in connection with the Owner's 'use and occupancy of the Project. The Archi- tect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to tl~ 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 w~h appropriate compen- sation to the Architect. 6.2 Submission or distribution of documents to meet official, regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in deroga- tion of the Architect's reserved rights. ARTICLE 7 ARBITRATION See 1 ~y the within a reasonable time; , ' person or entity not B141-1987 ~t by wril[en consent combining a specific reference~,,~' ~is A~ment signed by the Owner, Architect, and anglo, her ,erson or'"~q~ty sought to be joined. Consent to~affSitration involving an ~.tionsl person or entity shal~.a,~St constitute :onsent to arbitrat'/bo~f any claim, disput~nS~ other matter in question not describecr~,k,~he written27.off-sent or with a person ar entity not named or desc'/~d~-qein. The foregoing agree. ~ent to arbitrate and other~ents to arbitrate with an idd~~t,}~'Euly con'~sl~ed to by the parties to :h'~ A~eement shall~,~l~.e~specifieally enfo"r~ble in accordance ]~ jur~ therenf. ?'~tra~trat~hall ~e ARTICLE8 See 12.13 TERMINATION, SUSPENSION OR ABANDONMENT ~cnt of t. he total compensatiors for~e~e~ ARTICLE 9 MISCELLANEOUS PROVISIONS 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. ~or failaction between tine part:es to tins Agre~.,~;,l~,exlz utes to act shall be de~ have tcerued -~tu;es o~s shall com- 'hence to rfin not later than~'~41~.~,~,~""~ci~te of Subst~tial tom- -riot to Substantiai ~uance of the~J/rM.C.,.e.~ificate for P · 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 ofAIA Docu.mens 3.20 I, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner and Architect each shall require simflas 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 negothtions, representations or agreements, either writ- ten or prat. This Agreement may be amended only by written instrument signed by both Owner and Architect. 9.7 Nothing contalned in this Agreement shail create a cont rac- 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 pcrsons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos pr~:x:lucts, polychlorinated blpbenyl (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 and professional materiaIs. Thc Architect's materials shall not include the Ov..net's confidential or proprietary information if the Owner has previously advised the Architect in writing of AIA DOCUMENT B141 * OWNER-ARCHITECT AGREEMENT * FOURTEENTH EDITION * ,MA® * ©1987 ; 7 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 thc 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. $ee 12.16, 12.17 12.18,12.19, 12.20, 12.21, 12.22, 2.23,12.24,12.25,12.26,12.27,12.28,12.29, 2.30,12.31,12.32, ARTICLE 10 12.33 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE salaries o~hitect's personnel engaged o~l~l~ect the portion of the~'e~ra.9.._f their mandat~,..al~d customary con[ tributio~ and bendfits re~a'~.,~-~e~o, such as employmen{ taxes and other stat~lg~'~mploy~e-heD~fits, insurance, sicl~ 10.2 REIMBURSABLE EXPENSES See 12.34 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An initial payment as set forth in Paragraph l 1.1 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 1 2.35 10.3.3 lfand to the extent that the time inhia]ly established in Subpmag~ph 11.5.1 of this Agreecnent is exceeded or extended through no fault of the Architect, compensation for any ser- '.ices rcudcrcd during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. ~t anden compensanon'Wb%ea on a percentage ct ~ any portions of the Project are~let~d or atherwise no~ructed, compensation for~portions of he Project shall b~l~ff~_ble to the e.~yd, erff'services are per- 'ormed on those portions~e with the schedule set ~parag~ph 1 ~1) the lowest bona fide ;~ated pr~;h~ff~f o s~d or proposal is '~~tima_te~t r~ction etio. Co t 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 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- raining to Additional Se~,'ices 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 12.36,12.37,12.38, 12.39 ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect = follows: ~ ~ _'-'! '..NITL:L P.LY.'!E:!T cf Dollnrc (i ) 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services include~ in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: Method of compensation shall be described in the Proposal. THE .~.%tE RICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 2 C(X~6 8141 '1987 ~l D~gn P~., ~ l~rcent ( ~nt~ Phase~lx:rcent{ %) ~ie Cc, m?nq*tle~n, one hundred oercent (100%~ ~ _ 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Pzragraph 3.2, compensation sh~ be corn- Compensation shall be negotiated based upon each contract mod±fication that adds additional services. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 5 and 12, other than (1) Additional Project Representation, as described in Paragraph .~.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as folIows: As noted under 11 . 3.1 11.3.3 FOR ADDITIONAL SERVICI~S OF CONSULTANTS, includ/ng ad~tional structural, mechanical and electrical engineering services ~nd those provided under Subparagraph 5.4.19 or identified in .article 12 as part of Additional Services, a muItiple of ) times the amount~ bklled to the Architect for such services. (Identify specific types of consultants in Arttcle 12, if required.) 11.4 REIMBURSABLE EXPENSES 11.5 ADDiTIONAl.. PROVISIONS 11.$.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within ( ) 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. 10.3.5 and 11.3.2. 11.5.2 Payments axe due and payable Thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid T h i r t y ( 30 ) 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 pdncip:fl place of business of the Axchitect. ([nsert rate of lnterest agreed upon ) See 12.40 tect's prfncipal places of business, the location of the Project and else~cbere ma)' affect the ~lidity of this p~ol'ision. Specific legal adt ,ice should be obtained with AIA DOCUMENT B141 · OWNER-ARCHITECT AGREEMENT · FOURTEENTH EDITION ' AIA® * ©1987 9 B141-1987 THE A,',IERICAN INSTITUTE OF ARCHITECTS, i735 yew YORK AVENUE, NW. WASHINGTON, DC. 20006 ? h 11.$.a T e rates and multiples set forth for Additional Services shall be armua y adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES See attached Article 12 This Agreement entered into as of rahe day and year first written above. OWN£R City of Ashland Mike Fr~m~n ~.~ ~m~n~e~% Georqe "Binq" Sheldon, Chairman (Pn'nted name and title) ' ....... (t~'nted name and title) AIA DOCUMENT B141 · O~FI~ER-ARCHITECT AGREEMENT · FOURTEE2,~I'H EDITION · AIAe · ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 17~5 NEW YORK AVENUE, N.W., WASII1NGTON, DC 20006 ~141-1987 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." O) 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." At the end of the paragraph, add the following sentence: "If the Owner fails to respond to the Architect's notice regarding contingent 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 entitled 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 fifteen 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 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. 12.13 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. 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: Owner-Architect Agreement / Ashland Library 4 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 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 Amhitect 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: Owner-Architect Agreement / Ashland Library 5 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 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 mail" written notice is unacceptable. 9.15.1 As to the Architect'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: Owner-Architect Agreement / Ashland Library 6 12.24 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. Add paragraph 9.18 as follows: 9.18 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. 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, mail, 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: Owner-Architect Agreement / Ashland Library 7 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 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 exemise 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 8 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, Amhitect will furnish such information. Owner will pay Architect to compile this additional information at the rate of $100.00 per hour. 12.36 In the event of any dispute as to a portion of a billing, Owner shall pay the undisputed amount. 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 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. 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 notiTy 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 fails to make any payment to Architect when due, Architect will be entitled to a finance charge on all amounts due at the rote of 1-1/2% per month from 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. EXHiBiT A November 8, 1999 Revised November 16, 1999 Revised December 10, 1999 Mr. Greg Scoles Assistant City Administrator City of Ashland, Office of lhe Administrator 200 East Main Street Ashland, Oregon 97520 Re: Fee Proposal Ashland Public Library SERA Job No. 982171 Dear Greg: It is a pleasure for SERA Architects to submit a f,ee proposal for architectural, civil engineering, mechanical, structural, landscape, and cost estimating services for the next design stages of the Ashland Public Library. I have written a scope of work that reflects my understanding of the project. Please consider this scope of work as a starting point for discussion with the City of Ashland. To clarify scope related work items, I have divided the cost estimate into Basic Services and Optional Services. Project Understanding Our work will be based on the concept design package approved by the City of Ashland Cily Council in March 1999 that included a cost estimate (dated March 11, 1999). The project includes the renovation of the existing'library (approx. 700Osf) plus the design of a new addition (approx. 23,000sf). This fee proposal is furlher based on a strategy that will maximize sustai~able design concepts within the approved budget limitations. Scope of Work Provide schematic design, design development, and construction document services in order to fix the design related to the City of Ashland Public Library. The proposal assumes a similar public process involving the Library Commitlee and therefore includes two (2) meetings with the Committee during Schematic Design, two (2) meetings during Design Development, ~4 D~c',;me,~t;. SERA Architects also assumes one formal presentation .~t th,~ ,~.~ of ~' phas0 with City Council. (Thrc~. .... ~ ......... ~.) Our understanding of the City of Ashland submittal processes will necessitate one meeting each per phase with the Planning staff, lhe Tree Commission and lhe Historic Commission (~i× [61 three (3) meelings total) as part of the formal submittal routine. We also anticipate meeting with the library staff regarding programming information a total of four (4) limes. To the best of our abilities these meetings will be scheduled to limit the number of trips SERA Architects takes to Ashland. Our fee proposal has three (3) trips during schematic design, three (3) trips during design development, and one (1) trip during construction documents. Each consultant has scheduled one trip per phase to cover the initial in-depth investigation of the site as well as any additional trips that may be needed. SERA Architects has retained Kathy Page for program refinemenl and evaluation and also serve as liaison between the City of Ashland and Jackson County librarians on an as needed basis. The total work of scope includes three (3) additional cost estimates. At the end of each phase a revised cost estimate will be produced and, if needed, a full tea~m meeting will take place to evaluate areas of cost savings. SERA Architects is very excited to provide the City of Ashland with a design for the Ash[and Public Library that is an outstanding example of sustainable design concepts. We will work with you to provide the most cost effective design solution that also meets sustainable principles. I have included a list of Sustainability Considerations that we will be discussing with our team. We acknowledge that the highest achievemen:t of sustainable design concepts will involve some additional design work like day-lighting design. Our intent is to provide the City of Ashland with economically justifiable reasons for the additional design work prior to proceeding. We view sustainable design as a collaborative process with the City of Ashland and look forward to a dialogue with you. SERA Architects has estimated a December 1, 1999 start date for schematic design and has planned the following as a target schedule: Schematic Design Design Development Construction Documents weeks 3 weeks 6 weeks The above schedule includes review time by the City of Ashland, planning commissions, the library committee, and other public agencies. The end of Construction Documents would be mid-August 2000. Bidding & Negoliation services Construction Administration services Design of Fixtures, Furniture, and Equipment The following is a breakdown of fees, excluding reimbursable expenses. SERA Architects fees include Ray Kistler, George Kramer, and Kathy Page. Proiect Management SERA Architects $15,000 Basic Schematic Design SERA Architects $71,600 Kpff Structural $ 4,875 Kpff Civil $ 6,000 PAE $ 4,785 i Mayer Reed $11,180 Rider Hunt $ 3,900 Sub-total $102,340 Basic Design Development SERA Architects $87,820 Kpff Structural $ 6,500 Kpff Civil $ 7,500 PAE $19,128 Mayer Reed $15,390 Rider Hunt $ 5,700 Sub-tota~ $142,038 Basic Construction Doc. SERA Architects $113,200 Kpff Structural $ 13,000 Kpff Civil $ 18,000 PAE $ 47,847 Mayer Reed $ 18,600 Rider Hunt $ 7,400 Sub-total $218,047 Total $477,425 R~lated ~rvices The following services are part of the basic services required for lhe successful completion of the Ashland Library: Street improvements Gresham street only $ 12,000 Energy Audit $ 7,500 Survey $ 9,000 Value engineering 4 hour sessionsx 2 $ 2,000 Hazardous material $ 7,500 invesli~ation Sub-total $ 38,000 The following optional services are listed for your review. The project will need a survey and geo-technical investigation and Kpff civil engLneering is able to coordinate these tasks. The project scope does not include street improvements including new curbs and sidewalks related to parking. Should the City of Ashland agree to the concept plans of street improvements, we will add this Io the scope of work. The lighting design services include both interior and exterior lighting. Street improvements To be determined Buildin9 Signa~cle Option t $ 10,200 Lighting design ~'bl~/']l,/t/~/ $ 11,000 Geo-technical rOwner supplied $ 7,500 investigation ~ 'Daylight modeling Option $ 5,500 4 Reimbursable expenses are in addition to the Compensation for Basic and Additional Services and include actual expenditures made by the Architect and the Architect's employees and consultanls in the inlerest of the Project for the expenses listed as follows: a. Transportation outside of the Portland Metropolitan area. b. Long distance telephone calls and long distance facsimile (FAX) transmissions. c. Messenger services d. Reproduction of design Jntenl drawings and specifications, postage and handling of drawings and other project documents. e. Overnight expenses including per diem costs. Reimbursable expenses are primary based on the number of trips required for the project and include all consultant expenses. Fees are estimated at $19,000. Method of Payment The total A&E fees for schematic design, design development, and construction documents, inclusive of estimated reimbursable expenses, is $534,287. Should the City of Ashland concur, SERA Architects would like to work on a time and material basis during schematic design not to exceed $120,000 and then renegotiate design development and construction documents based on the approved schematic package and fixed overall fee. Should you have any questions, please call me.  _ITECTS, P.C. t jer, A 5