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Smoky Hill Museum
T H~ E A M E R I C A N I N S T I T LI T E 0 F ARCHITECTS AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS' IMPORTANT LEGAL CONSEQUENCES; CONSUL TH 770N WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MOl)II:ICA TION. AGREEMENT made as of the Second Nineteen Hundred and BETWEEN thc Owner: (2nd) thy of July Ninety-two (1992). City of SaJ. ina 300 West Ash Salina, Kansas 67401 in thc year of and the Architect: DMA Architects, P.A. 157 South 7th Salina, Kansas 67401 For the R)llowing Projcct: The projects covered by this contract relate to work on the existing Smoky Hill Museum building located at 211 West Ash, and will consist of Projec% #1: Provide architectural, mechanical and electrical engineering services for the air conditioning systems replacement work, per the description of work described in article 12; Project #2: Provide architectural services for the marble step repair work for the exterior stairs on the north side of the building per the description of work described in article 12; Project #3: Provide architectural services for the exterior stone joint and water proofing restoration of the building per the description of work described in article 12. 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 Thc American Institum of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of thc 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, ,~IA [~OCU~teNT I~l$l * OWNER ARCHITECT AGREEMENT · FOURTEENTH EDITION · AiA~ · 01987 TIlE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C 20006 ~14~-1987 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 Thc Architect's services consist of those services per- formed by thc 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 Thc Architect's services shall bc performed as expedi- tiously as is consistent with professional skill and care and thc orderly progress of the Work. Upon request of thc Owner, thc Architect shall submit for thc Owner's approval a schedule for thc performance of thc Architect's services which may bc adjusted as thc Project proceeds, and shall include allowances for periods of time required for thc Owner's review and for approval of submissions by authorities having iurisdiction over the Project. Time limits established by this schedule approved by thc Owner shall not, except for reasonable caosc, be cxcccdcd by thc Architect or Owner. 1.1.3 Thc services covered by this Agreement arc subject to the time limitations contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal struc- tural, mechanical and electrical engineering services, 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review thc program furnished by the Owner to ascertain thc requirements of thc Proicct .'md shall arrive :it a mutual understanding of such rcquircmcms with the 2,2.2 Thc Architect shall provide a preliminary evaluation of the Owner's progracn, schedule and construction budget requirements, each in terms of thc other, subject to thc limita- tions set forth in Subparagraph 5.2.1, 2.2.3 Thc Architect shall review with thc Owner alternative approaches to design and construction of thc Project. 2.2.~ Based on thc mutually agreed-upon progr:m~, schedule and constmctkm budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents ilIustrating thc scale and relationship of Project components, 2.2.5 Thc Architect shall subnait to thc Owner a preliminary 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on thc approved Schematic Design Documcms and any adjustments authorized by thc Owner in thc program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documcms consisting of drawings and other documents to fix and descdbc the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 Thc Architect shalI advise the Owner of any adiustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu- ments and any further adjustments in thc scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by thc Owner, Construction Documents consisting of Drawings and Specifica- tions setting forth in detail the requirements for the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding thformation, bidding forms, the Condi- tions of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. 2.4.4 Thc Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over thc Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents mad of the latest preliminary estimate of Construction Cost, shall assist thc Owner in obtaining [)ids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE--ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 Thc Architect's responsibility to provide Basic Services Certificate lbr Paymem or 60 days after tl~c date of Substan- 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to thc Contractor is duc, and (2) as an Additional Ser- vice at the Owner's direction from time to time during the cor- rection period described in the Contract for Construction. The Architect shall have authority to act on behalf of the Owncr only to thc extent provided in this Agreement unless otherwise modified by written instrument, 2.6.5 Thc Architect shall visit tile site at intervals appropriate to thc stage of construction or as otherwise agreed by thc Owner and Architect in writing to become generally fmmiliar with thc progress and quality of thc Work complcted and to determine in general if thc Work is being performed in a man ncr indicating that thc Work when completed will be in actor inspections to check the quality or quantity of thc Work. Oil the basis of on-site observations as an architect, thc Architect shall keep thc Owner informed of thc progress ;uld quality of the Work, and shall endcavor to guard the Owner against defects m~d deficiencies in the Work, (More extotsive sile representation may be agreed to as an Additional Service; a.~ described in Paragraph 3.2.) 2.6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these arc solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in actor dance with the Contract Documents. Thc Architect shall not have control over or charge of acts or omissions of thc Contrac tot, Subcontractors, or their agenls or employees, or of any other persons performing portions of the Work. 2.6.? Tile Architect shall at all times have access to the Work wherever it is in preparation or progrcss. 2.6.6 Except as may otbcrwise be provided in the Contract Documents or when direct communications have been spt ciaIly authorized, thc Owner and Contractor shall communicate through the Architect. Communications hy and with thc Archi- tect's consultants shall he through th(: Architect. 2.6.~ Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, thc Arcbitcct shall review and certifT thc amounts duc thc Contractor. 2.6.10 Thc Architect's certification for paymcm shall consti- lute a representation to the Owner, based o~ thc Archimct's observations at the site as provided in Subparagraph 2.6,5 and on the data comprising the Contractor's Application for Pay mcnt, that thc Work has progressed to the point indicated anti that, lo thc best of thc Architect's knowledge, informatk)n and belief, quality of the Work is it~ accordance with tile Contract Documents upon Substantial Completion, to results of subse cific qualifications expressed by thc Architect. The issuance of a Ccrlificatc for Payment shall furthcr constitute a r~prcsen!~ltipn fled. ltowevcr, thc issuance of a Certificate for Payment shall quantity of thc Work, (2) reviewed construction mcans, meth- od.s, techniques, sequcnccs or procedures, (3) reviewed copies of requisitions rcccived from Subcontractors and material sup- pliers and other data requested by thc Owner to substantiate thc Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of thc Contract Sum. 2.6.11 Thc Architect shall have authority to reject Work which docs not conli0rm to thc Contract Documents. Whenever tile Architect considers it necessary or advisable for implcmenta- lion of thc intent of the Contract Documents, th~ Architect wilI have authority to reqnire additional inspection or testing of thc Work in accordance with the provisions of the Contract Docu- ments, whether or not such Work is fabricated, installed or completcd. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to cxcr- cisc such authority shall give risc to a duty or responsibility of thc Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other per sons performing portions of tile Work. 2.6.12 The Architect shall review and approvc or take other appropriate action upon Contraclor's submittals such ;ts Shop Drawings, Product Data and Samples, but only for tile limited purpose of checking for conformance with infortlnation given anti thc design concept expressed in the Contract Documents. The Architect's actkm shall be taken with such reasonable prompmess as to cause no delay in tile Work or in thc con- struction of tile Owner or of separate contractors, while allow- lng sufficient time in tile Architect's professkmal judgment to permit adequate review, Review of such submittals is not con ductcd lbr thc purpose of determining tile accuracy and com- pleteness of other details such as dimensions and quantitics tlr for substantiating instructions for installation or performance of equipment or systems dcsigncd hy thc Contractor, all of which remain the responsibility of thc Contractor to the extent required by thc Contract Documents. Tile Architect's review shMl not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction Archilcct's approval of a specific item shall not indicate approval of an asscmbly of which the item is a component. l)ocumcnts, thc Architect shall bc cntillcd to rely upon such certification to establish that thc materials, systems or equip ment will meet the performance criteria required by thc Con- tract Documents. 2.6.13 Thc Architect shall prepare Change Orders and Con- structkm Change Directives, with supporting documentation anti data if deemed necessary by the Architect ms provided in Subparagraphs 3.1.1 and 3,3.3, for tile Owner's approv;fl slid Documents. 2.6.14 Thc Architect shall conduct inspections to determine tbc date or dates of Substantial Completion and thc date of final hied hy the Contractor, and shall issue a final Certificate for Pay- 2.6,15 The Architect shall interpret and decide matters con- cerning performance of the Owner and Contractor under thc requirements of the Contract Documcms on written request of either thc Owner or Contractor. Thc Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.5.16 Interpretations and decisions of tile Architect shall bc consistent with the intent of and reasonably inferable from the Comract Documents and shall be in writing or in thc form of drawings. When making such interpretations and initial deci- sions, the Architect shall endeavor to secure faithful pcrfof mance by both Owner and Contractor, shall not show partiality to either, and sh;dl not be liable for results of interpretations or decisions so rendered in gnnd fililh. 2.6.17 Thc Architect's decisions on matters relating to aesthe- tic ef/~ct shall be final if consistent with thc intent expressed in thc Contract Documents. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in ques- tfun between the Owner and Contractor relating to tile execu- tion or progress of tbc Work as provided in the Contract Documents. 2.6,1~ The Architect's decisions on claims, disputes or other matters, including those in question between the Owner and Contractor, except for those relating to aesthetic effect as pro- vided in Subparagraph 2.6.17, shall be subject to arbitration :ks provided in this Agreement and in Ibc Contract Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 Tile services dcscrihed in this Article 3 arc not included in Ba~sic Services unless so identified in Article 12, and they shall hc paid for by the Owner as provided itl this Agreement, itl additkm to thc compensation for Basic Services, The services described under Paragraphs 3.2 anti 3.4 shall only bc provided if authorized or confirmed in writing hy IfiC Owner. If services described under Contingent Additkmal Services in Paragraph 3.3 arc required duc to circumstances beyond the Architect's control, the Architect shall notify thc Owner pdor to com- nlencing such services. If thc Owner deems that such services dcscrihcd under Paragraph 3.3 are lint required, lhe Owner shall give prompt written notice In Ibc Architect. If thc Own~:r indicates in writing that all or part of such Comingcnt Addi lional Services arc not required, the Architect shall have no obli gallon to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site titan is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Proicct Representatives to assist in carq,- lng out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, cmpk)ycd and directed hy thc Architect, and thc MchitecI shall be compcn- sated therefor :ts agreed by the Owner and Architect. The duties, responsibifitics and limitations of authority of Project Representatives shall he as described in the cditkm of AIA Document 13352 current as of tile dale of this Agreement, unless 3.2.3 Through thc observations by such Project Represen- tatives, the Architect shall endeavor to provide further protec- tion for the Owner against defects and deficiencies m the Work, but thc furnishing of such project rcpresemation shall not cnodify the rights, responsibilities or ohligations 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- utc 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 otfier documcn ration and supporting data, evaluating Contractor's proposals, and providing other services in connectfun with Change Orders and Construction 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 documcntatkm resulting therefrom. 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and fur- Dishing services required in connection with thc replacement of such Work. 3.3.6 Providing services made necessary by thc default of tfic Contractor, by major defects or deficiencies in thc Work of thc Contractor, or by failure of performance of either the Owner or wilh tile Work. 3.3.8 Providing services in connection with a public hearing, arbitratkm proceeding or legal proceeding except where thc 3.3.9 Preparing documents R)r alternate, separate or sequential bids or providing services in connection with bidding, negotia- 3.4 OPTIONAL ADDITIONAL SERVICES 3,4.1 Providing analyses of thc Owner's nc-ods and program- ming thc requirements of thc Project. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or com- parative studies of prnspcctivc sites. AIA DOCUMENT B141 · OWNER-ARCmTECT AGREEMENT · FOURTEENTH EDITION · AIAs · ©1987 TItE AM ER[CAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W. WASHINGTON, D.C 20006 B141-1987 4 3.4.4 .Providing special surveys, environmental studies and submissions required for approvals of governmental authoritics or others having jurisdiction over thc Project. 3.4.5 Providing scrviccs mlativc to future facilities, systcms and equipment. 3.4.6 Providing scrviccs to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify thc 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 tile Owner, 3.4.8 Providing services in connectk)n with the work ora con struction manager or separate consultants retained hy thc Owner. 3.4.10 Providing detailed estimates of Construction Cost, 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor, 3.4.19 Providing analyses of owning and opcrating costs, 3.4.13 Providing interior design and other similar services required for or in connection with thc selection, procurement or installation of furniture, furnishings and rclated equipment, 3.4.14 Providing services for planning tenant or rental spaces, 3.4.15 Making investigations, invcntorics of materials or equip- ment, or valuations .and detailed appntLs~s 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 thc Contractor to thc Architect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in thc absence of a final Cer tificate for Payment, more than (~0 days after the date of Sub- stantial Completion of the Work. 3.4.18 Providing services of consultants for other than archi- tccmral, structural, mechanical and electrical engineering por- tions of the Project provided as a part of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance xvith generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 Thc Owner shall provide full information regarding requirements for thc Project, including a program which shall set forth the Owner's objectives, schedule, constraints and cri- teria, including space requirements and relationships, flexi- bility, expandability, special equipment, systems and site requirements. 4.2 Thc 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 thc Owner's obligations under this Agreement, 4.4 The Owner shall designate a representative authorized to act on thc Owner's behalf with respect to the Project, The Owner or such authorized rcprescntstive shall render decisions in a timely manner pertaining to documents submitted by thc Architect in order to avoid unreasonable delay in thc 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 thc Project, and a written legal description of tile site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restric- tions, boundaries and contours of the site; locations, dimen- sions and ncccssary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 The Owner shall furnish the services of gcotechnical engl- hoers whcn such services are requested by thc Architect. Such services may include but arc not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous lllaterials, ground corrosion and resis- tivity tests, including necessary operations fnr anticipating sub- soil conditions, with reports and appropriate professional recommcndations. 4.6.1 Thc Owner shall furnish the services of other consul- tants when such services are reasonably required by thc scope of thc Project and are requested by the Architect, 4.? 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 O~vner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used thc money paid by or on behalf of the Owner, 4.~ The services, iuformation, surveys and reports required by Paragraphs 4,5 through 4.8 shall be fi.lrnished at the Owner's expense, and thc Architect shall bc entitled to rely upon the accuracy mid 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 thc Contract Documents. 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certifica- tions that would require knowledge or services beyond the scope of this Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall bc thc total cost or cstb mated cost to thc Owner of all clements of thc Project designed or specified by thc Archficct. 5.1.2 Thc Construction Cost shall include thc cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by thc Architect, plus a reasonable allowance for thc 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 Const friction Cost does not include the compensation o f thc Architect and Architect's consu]tants, the costs of thc land, rights-of-way, financing or other costs which arc thc 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 estLmates 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 thc construction industry. It is recognized, however, that nei- ther the Architect nor the Owner has control over thc cost of Iabor, materials or equipment, over thc Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect radnor 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 Construcfion Cost or evaluation prepared or agreed to by the Architect, 5.2.;' No fixed limit of Construction Cost shall De established as a condition of this Agreement by thc furnishing, proposal or establishruent 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 detcrruine what materials, equipment, com- ponent systems and types of construction arc to bc included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in thc Contract Docu- ments alternate bids to adjust the Construction Cost to inc fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of thc Contract for Construction. 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect subruits the Construction Docuruents to thc Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in thc general level of prices in thc construction industry between the date of submission of the Construction Documents to thc 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 shall: .1 give written approval of an increase in such fixed limit; .2 authorize rcbidding or rencgotiafing of thc 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 quality as required to reduce the Constructinn Cost. 5.2.5 If the Owner chooses to proceed under Clause 5,2.4.4, thc Architect, witbout additional charge, shall modify tile 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 liruit of the Architect's responsibility arising out of the establishment of a fixed liruit. The Architect shall be entitled to corupensation in accordance with this Agrcemcru for ali 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 Arcfutcct for this Project are instruments of thc Architect's service for usc solely with respect to this Project and, unless othciwise provided, the Architect shall bc deemed the author of these documents and shall retain all cerumen law, statutory and other reserved rigfits, including thc 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 usc and occupancy of thc Project. The Archi- tect's Drawings, Sp<cifications or other documents shall not bc 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 bc in default under this Agreement, except by agreement in writing and with appropriate compen- sation to thc Architect. 6,2 Submission or distribution of docoments to meet official regulatory requirements or for sin}ilar 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 7.1 Claims, disputes or other matters in question between thc parties to this Agrecruent arising out o for relating to this Agrce- ruent or breach thereof shall be subject to and decided by arbi tration in accordance with the Construction Industry Arbitra- tion Rules of the American Arbitration Association currently in effect unless thc parties mutually agree otherwise. 7'.2 Deruand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitra- tion Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be ruade after the date when institution of legal or equitable proceedings based on such claim, dispute or other rusher in question would be barred by the applicable statutes of limitations, ?.3 No arbitration arising out of or rclafing to this Agrcemeru shall include, by consolidation, joinder or in any other manner, an additional person or entity not a party to this Agreement, AIA [~CUMENT B141 * OWNER-ARCHITECT AGREEMENT · FOURTEENTH EDITION * AIAe · ©1987 THE AMERICAN INSTITUTE OF ARCH ITECTS, 1735 NEW YORK AVENUE, N.W,, WASHINGTON, D.C. 20OO6 except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and any other person or entity sought to be joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described ill the written consent or with a person or entity not named or described therein. The foregoing agree- ment to arbitrate and other agreements to arbitrate with an additionM person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdictk)n thereoL '/.4 Thc award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with tire terms of this Agreement through no fault of the party initiating the termination. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for ser- vices performed prior to notice of such suspension. When the Project is resumed, tire Architect's compensation shall bc cqui tably adjusted to provide for expenses incurred in thc intcrrup 8.3 This Agreement may bc terminated by the Owner upon event that thc Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, tire Architect may terminate this Agreement by giving written 8.$* Failure of the Owner to make payments to thc Architect in accordance with this Agreement shall be considered substantial vices under this Agreement. Unless payment in full is received hy thc Architect within seven days of tire date of thc notice, thc suspensk)n shall take effect without further notice. In thc event of a suspension of services, the Architect shall have no liability to thc Owner for delay or damage caused the Owner hecause fl.$ In the event of termination not the fault of tire Architect, thc Architect shall be compensated for services performed prior and all Terminatk)n F, xpcnses as defined in Faragraph 8,7. ~.? Termination Expenses are in addition to compensation for Basic and Additional Services, and include expenses which are directly attributable to termination. Termination Expenses shall Basic Services and Additional Services earned to thc time of ter ruination, as follows: .1 Twenty percent of the total compcnsatk)n for Basic and Additional Services earned to date if termination occurs before or during the predesign, site analysis, or Schematic Design Phases; or .2 Ten percent of the total compensation for Basic and Additional Services earned to date if termination occurs during the Design Development Phase; or .3 Five percent of the total compensation for Basic and Additional Services earned to date if termination occurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be gov- erned by thc law of the principal place of busincss of the Architect, 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. 9.3 Causes of action between thc parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall com- mence to run not later than either thc date of Substantial Com- pletion for acts or faiinres to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion, ~.4 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of thc other for damages, but only to thc extent coy ered by property insurance during construction, except such rights as they may have to the proceecLs of such insurance ;ts set forth in the edition of AIA Document A201, General Conditions of the Contract for Construcfion, current ms of the date of this Agreement. Tire Owner and Architect each shall require similar waivers from their contractors, consultants and agents. 9.$ The Owner and Arcbitect, respectively, bind themselves, their partners, successors, a.ssigns 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 covcnants of this Agreement. Neither Owner nor Architect shall assign this Agreement without thc 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 ncgonations, 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 Mchitcct's consultants shall have no rcsponsihility for thc discovery, presence, handling, rcmoval or disposal of or expo- sure of persons to hazardous materials in any form at the Project site, incinding but not limited to asbestos, a.sbe~stos pr/xlucts, polychlorinated biphenyl (PCB) or other toxic substm~ces. 9.9 The Architect shall have the right to include rcpresenta tions of thc design of thc Project, including photographs of thc exterior and interior, among the Architect's promotional and professional materials. The Architect's materials shall not include tire Owner's confidential or proprietary informatk)n if tile Owner has previously advised the Architect in writing of thc specific information considered by the Owner to be confi- dential or proprietary. Thc Owner shall provide professional credit for Ihe Architect on the construction sign and in thc pro- motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as thc direct salaries of the Architect's personnel engaged on thc Project and trihutkms and benefits related thereto, such ;ts c:nploymcnt and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses arc in addition to compcnsa tion for B:~sic and Additional Services and include expenses incurred by tile Architect and Architect's employees and con- sultants in thc interest of thc Project, a.s identified in tlac follow- lng Clauses. 10.2.1,1 Expense of transporta{k)n in connection with thc mg approval of auttlorities having jurisdiction over thc Project. 10.2.1.2 Expense of reproductions, poslagc and handling of Drawings, Specifications and other documents. 10.2.1.3 If authorized in advance by thc Owner, expense of overtime work requiring higher than regular rates. 10.2.1.4 Expense of rendcring~s, models and mock-ups requested by thc Owner. 10.2.1.5 Expense of additional insurance coverage or limits, including professional liability insurance, requested hy thc 10.2.1.6 Expense of computeraidcd design and drafting 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3.1 An inifial payment as set forth in Paragraph 1 1.1 is thc minimum payment under this Agreement. 10.3.2 Suhsequent payments R)r Basic Services shall be made monthly and, where applicable, shall be in proportion to scr- vices performed within each phase of service, on the basis set forth in Subparagraph l 1.2.2. 10,~.3 If and to the extant that thc time initially established in Subparagraph 1 1.5.1 of this Agreement is exceeded or extended through no l'ault of thc Architect, compensafion for any ser- vices rendered during thc additional period of time shall be computed in the manner set forth in Subparagraph 1 1.3.2~ 10.3.4 When compensation is based on a percentage of Con- struction Cost and any portions of thc Project arc deleted or otherwise not constructed, compensafion for those portions of the Project shall bc payable to thc extent services are per- ford] in Subparagraph I 1.2.2, hascd on (I) tl~c k)west bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, thc most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such por- ti(ms of tile Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payn~crus on account of Ibc ArchRcct's Additional Services and for Rcirnhursablc Expenses shall be made monthly 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall bc made from thc Architect's corn- ARTICLE 11 BASIS OF COMPENSATION Thc Owner shall compensate thc Architect as follows: 1 1.1 AN INITIAl. PAYMENT of NO ITITIAL PAYHENT Dollars ($ ..... 0 ..... -) 11.2 BASIC COMPENSATION 1 1.2.1 FOR BASIC SERVICES, as dcscrihcd in Article 2, and an)' other services included in Article 12 :ts part of Ik~qc Services, BaMc The basis of compensation for work awarded under a single stipulated sum construction contract for each project covered by this contract, shall be the following fixed fee: Project #1: $4,000.00; Project #2:'$500.00; Project #3: $500.00. Ail projects will be billed' on a monthly basis as defined in Article 10. 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following perccmagcs of thc total Basic Compensation payable: Schematic Design Phase: Design Development Phase: Construction Documents Phase: Bidding or Negotiation Phase: Construction Phase: PROJECT #1 percent ( %) Twenty-five percent (25 %) Fifty percent (50 %) 75% Five percent (05 %) 05% Twenty percent (20 %) 20% PROJECTS #2 & #3 TotM Basic Compensation: one hundred percent (100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as describcd in Par~mph 3.2, compcnsation sh~l bc com- puted as ~llows: Compensation for project representation at the construction site beyone the basic services as defined in Article 2.6 shall be based on teh following hourly rates: Architect's Time ....................... $75.00 per hour Technician's Time ...................... $30.00 per hour Clerical Time .......................... $15.00 per hour 11.3.2 FOR ADDITIONAl. SERVICI".S OE TIlE ARCII1TECT, ;is described itl Articles 3 and 12, other than (I) Additional Project Representation, :ts dcscril)cd ill Paragraph 3.2, and (2) services included in Article 12 :is pilrt of 1½asic Services, hut excluding Compensation for additional services as described in Article 3 shall be based on a fixed fee determined at the time additional services are required and approved by the Owner. 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and clectricM engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One ( 1 ) times the amounts hilled to the Architect for such services. 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as describcdin Paragraph lO.2, and any othcr items included in Article 12 as Reimbursable Expenses, a multiple of One ( 1 ) times thc expenses incurrccl by the Architect, thc Architect's employees and consultants in the interest of thc Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF TIlE BAS1C SERVICES covcrcd by this Agreement i~avc not bccn completed within twelve ( 12 ) months of the date hereof, through nc) fault of Iht Architect, extension of thc Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments arc duc and payable ten ( 10 ) days from the date of the Architect's inw)ice. Amounts unpaid thirty ( 30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at thc legal rate prevailing from time to tit'nc at the principal place of business of thc Architect. (ln$~rtrateofi,terestctgreedttpo,I) 18~} 1.5~ PER MONTH 11 .$.3 The rates and multiples set forth for Additional Services shMl be annually adjusted in accordance with normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES 12.1 The work under project #1, Air-conditioning System Replacement, will be done under a design phase, a construction document phase, a bidding phase, and a construction administration phase. The design phase work will combine the work defined under article 2, 2.2 Schematic Design and 2.3 Design Development. The architect will submit design documents, consisting of drawings, work description, and a cost estimate to defining the scope of work. Upon the owner's approval of the design documents, and with the owner's authorization the architect will complete construction documents as defined in article 2. Upon approval of the construction document~ the bidding phase as defined in article 2 will be completed. Upon the award of a construction contract the construction administration phase will be completed as defined in article 2. 12.2 The work under project #2 & 3, Step repair work, and exterior wall stone joint and water proofing restoration work, omit the schematic design phase, and the design development phase. The architect will prepare construction documents consisting of drawings and specifications as required to define the work of the project. No cost estimate will be provided for either project. Upon approval of the construction documents the bidding phase as defined in article 2 will be completed. Upon the award of a construction contract the construction administration phase will be completed as defined in article 2. 12.3 Omit Article 7 from this Agreement and substitute the following: 7.1 All claims, disputes or controversies arising out of, or in relation to the interpretation, application or enforcement of this Agreement shall be decided through Mediation, as adopted and described by the American Arbitration Association, The parties further agree that the Owner will required, as a condition for participation in the project their agreement to perform labor and services, that all Contractors, sub-contractors, sub- subcontractors and material persons, whose portion of the work amounts to five thousand dollars ($5,000) or more, and their insurers and sureties shall agree to this procedure. 12.4 Omit paragraph 10.2.1.6 from this agreement. 12.5 The Owner and the Architect, having discussed the risks, rewards, and benefits of this Project agree that the risks have been allocated such that the Owner agrees that to the fullest extent permitted by law the Architect's total liability to the Owner for any and all injuries, claims, losses, expenses, damages, or claim expenses arising out of thin agreement from any cause or causes, shall not exceed $250,000. Such causes include, but are not limited to the Architect's negligence, errors, omissions, strict liability, and breach ef contract. This Agreement entered into ~ of the day and year first written above. OWNER City of Salina (Signature) / (Printed name and title) ARCHI~T~ffL/ DMA Architects, P.A. (Signature) Donnie D. Marrs, AIA President AIA DOCUMENT B141 · OWNER-ARCHITECT AGREEMENT * FOURTEENTH EDITION · AIA® · ©1987 THE KMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006 B141-1987 10