COMPARISON OF 1987 AND 1997 EDITIONS (1987 BASE) NOTE TO USER: Additions to 1007 edition s~ by underlining. Deletions from 1007 edition shown by stl'ikee;.~. Standard Form ofAgreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES This document has important legal 1..1 1.2 U 1..4 u INITIAL INFORMAllON RESPONSffilLITIESOF THE PARTIES TERMS AND CONDmONS SCOPEOF SERVICESAND OTHER SPECIAL TERMS AND CONDmONS COMPENSATION AGREEMENT consequences. Consultation with anattorney is encouraged with respect to its completion or modification. day of made as of the in the year ;:,1't,ineteen IIM.Jr~ md an words.indicatedav. month.and vear.) BETWEEN the Architect's client identified as the Owner: (Name.~ddre.fs and other information) and the Architect: (Name. ~ddre"" andotherinformation) For the following Project: (IncludedetaileddescriptionofProjectl. medti,,". d';~~~' dll!i 'ev~.; The Owner and Architect agree as set &"v..':-. belon follows. c~ 1917,1926, 19E, 1~1, 1~~~, Instftute of Archlects. R~ 1~1, 1963,1~, 1~, 1~~~~74, 1977,"'1007~byTheAmerican of U1ematerial herein or substantial ~ of its ..S WIUX)U(Wrftten permissK>n of the AlA vk)iate8the copyright lawsof the United States and winbe ~~ to ~osecutm. p~ ~ . and ~ ";, this ~ 1 8141-1987/97 1« AlA ~ AJanB. Stover/.ESQ.,AlA may~ ~ from AlA. F urther reprOOuctkJn is proh~ AlA ~_~T 8141 .1917. 1997OWNER.AR.cHm!cr AGREEMENT COMPAlUSON .AIA~. 01917, 1997 mE AMERICAN INsmurn OF ARCHrrECI'S, 173-'NEW YORK AVENUE, N.W. WASIUNGroN, D.C. 20006--'292 [no comparable provision hi 1987 edition) [new provision.. 1997edition] ARTICLE 1.1 INrTlAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for thefollowing itemsby inserting the required information or a statementsuch as "notapplicable," "unknown at time ofexecution" or "to be determined later by mutual agreement.'j (new provision in 1997edition] 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or useis: (]dentiw or describe. if aoDrOOriate.oroDO.!ed we or ~ 1.1.2.2 The ~sical Darametersare: (]dentifvor describe. if aDDroDriale.size. locations. dimensions. or other Dertinent information. such m J!eotechnicalreOQrtsabout the site.) 1.1.2.3 The Owner's DT~ is: (]dentiw documentationor state the manner in whicl1 theDr~am wi/Jbe develo_Ded.) 1.1.2.4 The leaal W3meters are: (]dentiw Dertinentle~al iaformation. includin~. if aDDroDriate.land su~s and le~al descri_Dtions and restrictions ~fthe site.) 1.1.2.5 The financial ~arametersare as follows. .1 AmOWltof the Owner's overall bud2et for the Pro_iect. including.the Architect's cornuensati~ is: .2 AmoWlt of the Owner's budiet for the Cost of the Work. excluthe Architect's corn~sation- is: 1.1.2.8 The time parametersare: (Identify, if appropriate, milestone dales, durations or fmt track .scheduling.) 1.1.2.7 The ~sed mocurementor deliYro method for the Pro~iect is: (Jdena& method such as comDetitivebid. ne~otiated contract. or construction mana~ement.) 1.1.2.8 Other I!arametersare: (Jdena& s_Deciai characteristics or needsflf the PrQiect such Qj ene~. environmental or historic I!reservation re~uirements.) *~_~~1 THE AMERICAN .1981-1991OWNER..AR.CHrrECr A<-.EEMENrCOMPAlUSON .AlAi) m81Tnn'E OF AJ.CHII'ECt"S. 1735 NEW YORK AVENUE, N. W ~ W ASHINGroN, .ClfJ17,l991 D.C. ZOOO6-!292 B141-1987/97 2 PROJECT TEAM (new provision in 1997edition] 1.1.3.1 The O\:\Iner'sDesi~ted R~sentative i§: (Name. aidress wrl other iaformation.) 1.1.3.2 The oersonsor entities. in addition to the O\:\Iner's Desimated Reoresentative.who are re~ to review the Architect's submittals to the O\:\Inerare: (List name. aidre.Ysand other ilJformation.) 1.1.3.3 The Owner'sother consultantsand contractors are: (List discioJinewrl. ifknown. identi& them bv name and aidress) 1.1.3.4 The Architect's Desi~ted R~tative is: (Li.Ytname. aidress wrl other iaformation.J 1.1.3.5 The consultantsretained at the Architect's e~e are: (List discioline wrl. lfknown. identi& them ~v name andaidress.J [new provision in 1997 edition) [new provision in 1997 edition) [new provision in 1997 edition] 1.1.4 Other im~t 1.1.5 When the servicesl.Ulderthis AiIeement include contracta<hninistration~ces. the GeneralConditions of the Contractfor Construction shall be the edition of AlA Document AlGI. cWTentas of the date of this Aal:eement.or as follows: 1.1.6 The information contained in this Article 1.1 may be reasonablyrelied ~ ~ the Owner and Architect in detenninina the Architect's comoensation. Both l2§nies.however. ~nize that such information ma~ cbqe and. in that event the Owner and Architect shall ~otiate a~mooriate adjustments in schedule-comoensationand Cbllnae in Servicesin accor~ with Parai[al1h 1.3.3. ARTICLE 1.2 [new provision in 1997 edition) 3 8141-1987/97 RESPONSIBILmES PARTIES OF THE 1.2.1 The O\\11erand the Architect shall ~ate with one anotherto fulfill their ~ve obliiations WIder this Agreement. Both ~es shall endeavorto maintain iood workioS relationshiI!s amoruzall membersof the Projectteam. 1.2.2 [1997 provisions appear below, opposite 1987 edition, Article 4] infOnl1ationis: OWNER [1.2.2.1 -1.2.2.7] AIA~_~T81.1 8 I9I7.19970WNa.AJ.CHIrECr~COMPAaJSON 8 AJA8)8CI9I7,1997 mE AMEJUCAN 1NSTn1JTE OF AP..CHrI'ECTB, 113' NEW YORK A VF.NUF.. N. W. W ASHINGOON, D.C. 10006-'292 ARTICLE 1 ARCHITECT'S 1.1 ARCHITECT'S RESPONSIBIUTIES SERVICES 1.2.3 ARCHrreCT 1.1.1 The Architect's services consist of those services performed by the Architect, Architect's employees and Architect's ~ as muDBated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.2.3.1 The 2*trcm1ec;':s se.;i~s ~ist ,,';those servicesperformed by the Architect, Architect's employeesand Architect's consultantsshall be as enumeratedin ;...~.icies%itri~ 3 ,,'; this 1Atgr~..nt and ;!Ii) uk. se..ices jr...laded ilr Article +%1.,4. 1.1.2 11.=Architects services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the perfOlJDance of the Architect's services which may be adjusted as the Project }:K'oooods, and shall include allowances for periods of 1iD.: ~ for the Owner's review and for approval of submissioos by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the 0wrB shall ~ ~ for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.2 The Architect's servicesshall be performedas expeditiously as is consistentwith professional skill and care and the orderly progressof the Work~. Hpon IC'itX.st,,';the 8\ImeI'; The Architect shall submit for the Owner'sapproval a schedulefor the performanceof the Architect's serviceswhich initiallv shall he ('.tm~;~tPnt ~th th.. t; A ~ ~ ...~LI'-\'-" ,- 1.1.3 The servicescoveredby this Agreementare subjectto the time limitations containedin Subpamgraph11.5.1. (not included in 1997 edition] (new provision in 1997 edition] Sub-Daram11h 1.1.2.6and which shall may be adjusted...i[ neces~. as the Projectproceeds.;-andThis scheduleshall include allowancesfor periodsof time required for the Owner's review. for the !)erformanceof the Owner's consultants.and for approvalof submissionsby authorities havingjurisdiction over the Project. Time limits establishedby this schedule~approvedby the Owner shall not, exceptfoc reasonablecause,be exceededby the Architect or Owner. 1.2.3.3 The Architect's Desiillited R~entative identified in Param!>h 1.1.3shall be authorized to act on the Architect's behalf with res~ to theProject. 1.2.3.4 ' , [new fM"Ovisionin 1997 edition] [new provision in 1997edition) (new provision in 1997edition] 1.2.3.5 Except with the Owner's knowl~e and consent. the Architect shall not enaaae in anv activitv. or acceot anv em~l~t. interest or contribution that would reasonably ao~ 10com~se the Architect's ~fessional judQment with ~t to the Project. 1.2.3.6 The Architect shall review laws. codes. and ~tions am2licable to the Architect's servioes. The Architect shall re8!>ODdin the desiiD of the Ergject to reauirements iml2Qsed Q.):aovemmental authorities haviruz jurisdiction over the Pro- - *' ~ -~ 8M' .1917.1997 OWND.-ARaIrI'BCf A<aEEMENr COMPARISON. AlAe .CI987, 1997 mE AMB1UCANINSTmn'E OF AIlCIDTECTS, 173' NEW YORK A VENUF.N.W.. WASHINGTON.D.C. 2(KKI6.~m 8141-1987/97 4 [from 1987 Paragraph 4.9 below] 1.2.3.7 :".1(.se.-.i~, "v b.,... ~... "'}~ go...!r':'F'ts .C~.Jifed'.:.]Paragraphs4.5 du°osb 4.8 ~baHbe ."...ni~~""':Gtd2c ~~~~rs ~JCI'CftSf-, ar.'; The Architect shall be entitled to rely on the accuracyand completenessd2er~';. of servicesand information fln-nished~ the Owner. The Architect shaDprovide ~mDt written notice to the Owner if the Architect becomes awareof any errors.omissionsor inconsistenciesin such servicesor information. ART1CLE1.3 1.3.1 [1997 provisions opposite 1987 TERMS AND CONDmONS COST OF THE WORK (1.3.1.1 -1.3.1.3] appear below, edition Artkle 5] INSTRUMENTS OF SERVICE [1997 provisions appear below, opposite 1987 edition Article 6] [1.3.2.1 -1.3.2.4] CHANGES IN SERVICE [1997provisions appearbelow, [1.3.3.1 opposite 1981 edition Article 3J -1.3.3.2) MEDIATION [1.3.4.1-1.3.4.3) [1997provisions appearbelow, between 1987 edition Articles 6 and 7] 1.3.5 ARBITRATION [1997 provisions appear below, opposite 1987 edition Article 7] [1.3.5.1 -1.3.5.5) 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES [1997 provisions appear below, between 1987 edition Articles 7 and 8] MISCELLANEOUS PROVISIONS [1997 provisions opposite 1987 [1.3.7.1-1.3.7.9) appear below, edition Article 9] TERMINATION OR SUSPENSION [1997 provisions opposite 1987 [1.3.8.1-1.3.8.7] appear below, edition Article 8] PAYMENTS TO THE ARCHrTECT [1.3.9.1-1.3.9.4J [1997 provisions appear below, opposite 1987 edition, Article 10) ARTICLE 1.4 [1997 provisions appear below, between 1997 edition Articles 10 and 11] 5 8141-1987/97 SCOPE OF SERVICES AND OTHER SPECtALTERMSANDCONDITIONS [1.4.1 -1.4.2} AlA ~-~ 8141 .1987. 1997 OWNF.&-AR.CHmcr ~ COMPAaISON .AlAS. CI987, 1997 mE AMERJCAN mS1n1n'E OF ARCHrrEcrS, 1m NEW YORK AVENUE. N. W ~W ASIDN<m)N, D.C. 20006-'292 ARTICLE 1.5 [1917provisions appearbelow, COMPENSATION (1.5.1.1-1.5.1.8) opposite 1987edition Article 11) StandardForm ofArchitect's Services: Designand ConsfructionAdministration ARTICLE 2 SCOPE OF ARCHfTECTS BASIC SERVICES TABLE OF ARTICLES 181£1-1987 Article: 2 is reoIaced ~ self-contained byI---~the 5eDarata. --, "Standard Form of Architect's Services" forming the second part of 8141-1997] 2.1 U U PROJECTADMINIS1RATIONSERVICES SUPPORTING SERVICES U ~VV~v...,"-'" A I IT A 'rrr\~,T r-u""",, A ~~TT") DT .',~.Thm-_Tr:.(!~'rTru(! ~~l"li~ ..,""'-.~,'-'~"" Z.! U li U il il DESIGNSERVICES CONSTRUCllONPROCUREMENTSERVICES CONfRACT ADMINISTRATIONSERVIQES FACILITY OPERAllON SERVICES SCHEDill.EOF SERVICES MODIFICAllONS - DEFINmON 2.1.1 The Architect's Basic Servicesconsist of those described in Paragraphs2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services,and include n<Xmalstructural,mtX:banicaland electrical engineeringservices [last clause includedas 1997Paragraph2.3.1] ARTICLE2.1 [new provision in 1997 edition] [new provision in 1997 edition) [new provision in 1997 edition) PROJECT ADMINISTRATION SERVICES 2.1.1 The Architect shall Inanaie the Architect's services and administer the Proiect. The Architect shall consult with the Owner. research a~licable desiill criteria- attend Pro_iect meetinas communicate with members of the Pro_iectteam and issue moaress r~. The Architect shall coordinate the services !'rQvided ~ the Architect and the Architecfs consultants with those services I!rQvided m: the Owner and bv the Owner's consultants. 2.1.2 When Pro_iectre(!uirements have been sufficientlv identified. the Architect shall PI~. and ~odi~ uOOate. a Proiect schedule that shall identib: milestone dates for decisions ~ed of the Owner- desiau services flDnished bv the ArchitecL completion of documentation nrovided ~ the ArchitooL commencement of construction and Substantial CQ!ll12Ietion of the Work. 2.1.3 The Architect shall consider the value of alternative materials- buil~stems and ~DmenL !Qiether with other considerations of ~ ~et and aesthetics in devel~ms the desii1l for the ProiecL NA~_~T.1.1 .1917-19910WNEll-AaCHn"E.Cf A(w,EJ1.MI;NfCOMPAlUSON .A1AII; .Cl917,l991 'mE AMP.RICANINSTmm OF ARCHn'EcrS, 173' NEW YORK AVENUE,N. W" WASIDNGrON. D.C. ~'292 8141-1987/97 6 [new provision in 1997edition] (replaces1987subparagraphs2.2.4,2.3.1,2.4.1] 2.1.4 ~ ~t of theOwner.the Architectshallmake a ~entation to ~lain the desim of the fI.9jectto ~entativesof theOwner. 2.1.5 TheArchitectshallsubmitdesim documents to the Owneratintervalsa~te to the desiiU~s for pur~es of evaluationanda!'!'fOval~ theOwner. TheArchitect shallbeentitledto fen:~ a~Pl2valsreceivedfromthe Ownerin thefurtherdevel~ent of the desii1l. 2. 1.8 (unchanged from 1987 Subparagraph 2.2.4] ~ ~t shallassisttheOwnerin connectionwith the O\1mer'sresponsibility for filing documentsrequired for the aPJ:roval of gO\QDI11Cltal auth<Xitieshaving jurisdiction over the Project. 2.1.7 EVALUATIONOF BUDGET AND COST OF THE WORK [1997 provisions appear below, opposite 1987Article 5) [2.1.7.1 -2.1.7.6) ARTICLE 2.2 [1997provisions appearbelow, [2.2.1 -2.2.1.3J opposite 1987 Article 4] 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the0M1er to ascertainthe requirementsof the Projectand shall arrive at a mutual understandingof such requirementswith the Owner. 2.2.2 TheArcbit~ sbal1provide a preliminaty evaluation of theOwra's {rogmln, scheduleand constructionbudget require. ments, each in tenns of the other, subjectto the limitations set forth in Subparagraph5.2.1. [new provision in 1997edition] 2.2.3 100Architectshallreviewwith the~ alternative approaches to designandconstruction of the Project 7 8141-1987/97 SUPPORTING SERVICES ARTICLE 2.3 EVALUATION AND PLANNING SERVICES [not inchJded in 1997 edition) 2.3.1 The Architect shall provide a preliminary evaluation of the infonnation furnished bv the Owner under this Am-eement inclyQina the Owner's Pr~~ sche<lule an~ ~nstl.lCti.Oft bttOget requirements, and buQiet for the Cost of the ~ each in terms of the other., ~t!'uject to the limitabom set ;vi-tb ill Sr&'\:.paragrap::-. 5.%.1. The Architect shall review such infmmation to ascertain that it is consistent with the reauirements of the Proiect and shall notify the Owner of any other information or consultant services that may be reasonably needed for the Pro_iect. 2.3.2 The Architect shallmovide a mliminarv evaluation of the Owner's site for the Proiect based on the infmmation f}fovided 11..): the Owner of site conditions. and the Owner's w:o~schedule and budiet for the Cost of the Work. 2.3.3 The Architect shall review ..ill. the 8w..':;1 aiteiftab." ..pp.v..e~~ tv de,,~:. --.: ~~tI~boft fue Owner's !'I"O~secf method of contrRctiruz for construction services DIl4 shall notib: the Owner of antici~ted irnnacts that such method may have on the Owner's m2imm. financial and time reauirements. and the s~ of the Project. AlA DOCU-..T B1~1 .1911- 1997OWND..AaCHrrF£T -~-EE-:A.fF.Nf COMPAP.DON.AIA~. CI987. 1997 nIE AMElUCAN INSTJIU1'E OFARCHrrEcrS. 173' NEW YORK AVENUE. N. W ~ WASBlNGfON. D.C. 20006-'192 ARTICLE 2.4 [fn)m last clause of 1187 Subparagraph 2.1.1) 2.4.1 The Arcl1itect's Basic desiaD services ~nsist of tho"e ~~.!~ in P_we-wi':'" ~.~ thI~~ ~.6 and ""} ~tbe. "". .ices !=~tified in :~tiwiw i~ -y-t ~fBasiw ~. .~,J, ""Ii §hill ~lude ~ormal stroctural, moohanical and electrical engineerIng ServIces. 2.4.2 2.2.4 Basedm ~ mutually agreed-uponprogram, schedule and cons1ructim budget requirements, d1e Architect shall prepare,for approval by the Owner. SchematicDesign D0cuments consisting of drawings and other doc~ts illustrating the scaleand relationship of Project components. DESIGN SERVICES SCHEMATIC DESIGN DOCUMENTS 2.4.2.1 ~ ~hitect shill nreoare Schematic Desiill Docu. ments based on the mutually agreed-upon program, schedule and construction budget. -;~~.JiIm..:.nts, thw ~'-,..whiteet"haM ~~j'81e, ."~,w~i'.~.M 'v} thw 8..~w., ~:'w tiw Be"ie" ~u~~b; ~istins ~f liI ins" AU'; v&". J:b£.documents §bill ~blish the conceotual desiill of the &pjm illustrating the scale and relationship of ~ Projoot CO!II-po!lents. The ~he- ~tic ~i~ Docurnent.~shall include a con~1 site ~lan- it; am2milteand nreliminarv buildinlll21ans. Sections and elevations. At th~ ~hitect's smtiOIl- the Schelrul.tic fRsi~ ~uments mav include study models- DerSDeCtivesketcheselectronic modelinll or combinations orthese~. Prelimi~ selections ofmaior buildinll svstems and construction ~terials shall be noted on the drawinlls or described in writ- 1Q&. 2.2.5 The Arcbitootshall submit to the Owner a preliminary estimate of Construction Cost basedon CUITent area,volume or other Wlit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Basedon the approvedSchematicDesign Documents and any adjustmentsauthorizedby the Owner in the program, scheduleor constructionbudget, the Architect shall prepare,for approval by the Owner, Design Development Documents coosistingof drawings and other documentsto fix and describe ~ sizeaOOclJaracta:of~ Projootas to an:hitectw"al,structw"al, mechanical and electrical systenlS,materials, and such other elementsas may be appropriate. [included in 1997 Subparagraph 2.4.3 2.1.7.1J DESIGN DEVELOPMENT DOCUMENTS 2.4.3.1 The Architect shall DrovideDesiill Devel~ent Documentsbasedon the approvedSchematicDesign Documentsand art] a~~~tm_.ts ~~tl.v.~ed ,,] Ib.. 8 er in g.~ P!~gI, :'ednl.. va"" bu-.tivu yPJ;!gted budget for the Cost of the Work. , d!c z'.:;.;.:itect..ban Y"'}-&", ~v. ..yy.v.aI 'v] tl... e.mer;~ ~ign Development Documents ox-misbng .,~ ma;;ing d vlb... doe ts 10m shall illustrate and describe the s~ and characterrefinementof the desiW of the Project. estab!ishin!Zthe score. relationshi~. fonns. size and a~ce of the Proiect b.\:means of UlJms.sectionsand elevations.tvuical constructiondetails and ~l2ment la~out..;. as t~ ;nchiteetm~l,~b_t~~I, ...""Immeal d ..lecbi 1 ~]~- tr;,r.rs, ~t...ial~, d ~_:. vlb.....I ts~.....~]~ ..py..,y.i- ate:- The Desim DeveloomentDocuments shall include ~~ifications that identify maior materials and ~stems and estatJ.. !ish in aeneraltheir gYBlin:levels 2.3.2 The Architectshalladvisethe Ownerof anyadjustmentsto thepreliminaryestimate of Construction Cost. *~_~T8141 rlnCkJdedin 1997 Subparagraph 2.1.7.1] .19I7-19970WNER.-AR(EI'ECfAGU1m.mNTCOMPAlUSON .AlAe .CI987,1997 11£ AMEI.ICAN INSTnUrE OF ARCJm'Ecr8. 1735NEW YORK AVENUE,N. W~ WA8HINGI'ON. D.C. 2~5292 8141-1987/97 8 2.4 CONSTRUCTION 2.4.1 Base:! 00tOO ~ DOCUMENTS ~ 2.4.4 PHASE IRve1~ ~ aOOany further adjustDDlts in the scope or quality of the Project or in the consbuction budget authorized by the Owner, the ~ shaI1~, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting f<Xth in detail tOOreqiJirmB1ts f<X'the construction of the Project. CONSTRUCTION DOCUMENTS 2.4.4.1 The Architect shall !'fOvide Construction Documents hasedon the approvedDesign DevelopmentDocumentsand QUJ."...~". ..~;MtnICftmit! die seo~ o~~m.li~ cf~e :".~;eet ~I it! die ;x.il!.b.-.x;ti~li _too budget for the Cost of the Work. ~v.= ";.Jg." 8~uw.. g." : ...:chiteetshaHylwy...e.."v. ..yy.v...1 b] g.w8~~, ev_tl_ti~ 9fIC~ ts ~ i..tme,vf ::~~ ~~:= ~~~2~1f:= ~ystruction of the Project The Construction Documentsshall include Drawinas and S~ifications that establish in detail the ~li~ levels of materials and §Xstems~ for the ~ the develQPment of the Construction Docu2.4~ The~ sbaI1assist the Owner in the preparation 2.4.4.2 ~ of the DecesS8I)'bidding infonnation, bidding forms, the ments. the Architect shall assistthe Owner in the deveiO!>lne11t Conditi<X1S of the Contract,and the form of Agreementbetween ID!l preparationof~ a." i.~ssm] bidding and ~urement infonnation which describesthe time. !>laceand conditions of the Owner and Contractor. bi~: bidding or ~l forms~tile &nditivi15 of the eontlact, and the form of weement betweenthe Owner and (Conditions definition from 1987 A201) (Project Manualdescriptionfrom 1987A201) S~ilicabons andma~includebiddina:reauirements and ~k.fgrm~ 2.4.3 .The Architect shall advise the Owner of any adjustments to previous preliminary estimatesof Construction Cost indicated by changesin requirementsor general market condi- [InCluded in 1997 Subparagraph 2.1.7.1J tions. 2.4.4 The ArclIitootsball assistthe Ownerin connectionwith the Owner's responsibility for filing docwnentsrequired for the 8P1XOVRl of govmlDlt2ltalauthoritieshavingjurisdiction over the [becomes 1997, Paragraph 2.1.6 above] Project. 2.5 ARTICLE 2.5 BIDDING OR NEGOTIATION PHASE CONSTRUCTION PROCUREMENT SERVICES 2.5.1 The Architect, following the Owner's approval of the Construction ~uments and of the latestpreliminary estimate of Cons1nIction Cost, shall assistthe Owner in obtaining bids or negotiat~ proposals and assist in awarding and preparing contractsfor construction. 2.5.1 The Architect, ."vH,,"ins t[." 8..I."r' s ~yy;o~~1of~;, e I1.."ti.,.. Boe~."..ts wold"f d... lateut pletil!1im..] es'liJ:~te vfeomtl-~tioll eost, shall assist the Owner in obtaining [new provision in 1997 edition) 2.5.2 The Architect shall assist the Owner in establishini a list of m:2~tive bidders or contractors. (new provision in 1997 edition] or ~s8:fevaluation and~tiQD [new IM'Ovisionsin 1997 edition] 2.5.4 either~tive bidsor negotiated proposalsandIbAll assist theOwnerin awardingandpreparingcontractsfor constJUc.. tion. 2.5.3 The Architect shall agsistthe Owner in bid vali~tion AlA ~T 9 8141-1987/97 bid COMPETITIVE BIDDING 2.5.4.1 Bima (new provision in 1997 edition) of the~~t:II1 Q[ ~sal. if anv. If re~ ~ the Owner. the Architect shHIInotifv all DTOSDeCbVe bidders or contractorsof the bid or ~sal results. Docmnentsshallconsistof~~ ~ =;~~~~~~~7~'='~=~W:. 81.1 .1917. 1997OWNEP.-ARamECfA(W.PJ!MENf COMPARISON .AlAS' CI917.1997 nIE AMERK:AN INSTmrrE OF ARCHm.crS. 173' NEW YORK A VENUP.N.W.. WASHJNGfON,D.C. 2CMM)6.,m (new provision in 1997edition] 2.5.4.2 Ifre~ted ro: the Owner. the Architect shall armDie for mocllrina the ~tion of BiQdini Documentsfor distribution to ~tive bidders. The Owner shall ~j: directlj: for the cost of ~uction or shall reimburse the Architect for such~es. 2.5.4.3 If reQuested ro: the Owner. .theArchitect shall distri- [new provision in 1997 edition] [new provision in 1997 edition) [new provision in 1997 edition) [new provision in 1997 edition) [new provision in 1997 edition) (new provisions in 1997 edition] (new provision in 1997edition] [new provision in 1997 edition) 2.5.4.4 The Architect shall consider re~sts for substitutions- if~tted bv the Bidding. Docwnents. and shall me~ and distribute addenda identifving avoroved substitutions to aU 1lIQs~tive bidders. 2.5.4.5 The Architect shall ~ici~ate in or. at the Owner's direction. shall organize and conduct a ore-bid conference for m:o~tive bidders. 2.5.4.6 The Architect shalll?!~ resIZQn§esto ~stions from ~os~tive bidders and movide clarifications and inter~tions of the BiQQing Docwnents to alll?!osuective bidders in the form of addenda. 2.5.4.7 The Architect shall oorticioote in or. at the Owner's direction. shall orianize and conduct the Ql151niI1IZ of bids. ~ Architect shall subse~tlv docwnent and distribute the biddin2 results- as directed bv the Owner. 2.5.5 NEGOTIATED PROPOSALS 2.5.5.1 The Pro~sal Documents shall consist of lZI:~sal regYiIements. ~sed contract fonns. General Conditions and Su~lementarv Conditions. Svecifications and Dra~s. 2.5.5.2 If re~sted ~ the Owner. the Architect shall arranae for procurina the ~ction of Pr~sal Documents for distribution to 1ZI:0s~tive contractors. The Q\1mer shall ~~ directl~ for the cost of r~oduction or shall reimburse the Architect for such ~es. [new provision in 1997 edition] 2.5.5.3 Ifreauested bv the Owner. the Architect shall orlZanize and ~artici~ate in selection interviews with DTOSDective contractors. [new provision in 1997edition] 2.4.5.4 The Architect shall consider re~sts for substitutions- if ~itted !J.\:the ProDOsalDocuments. and shall ~ and distribute addenda to all DToSt)OOtivecontractors identifyjna awoved substitutions to all DTOsDectivecontrac- 12m. (new provision in 1997 edition] 2.5.5.5 If re~sted bv the Owner. the Architect shall assist the Q\1mer g.wjna neaotiations with DTOSt)OOtive contractors. The Architect shall subseauentlv document and distribute the n~otiation results- as directed bv the Owner. ~DOCU.NT 8141 .1917.1997 OWNER..AR.CHrrEcr ~ COMPARISON. AlACI .01917,1997 11IEAMFAICANINS1Tnn'F.OF ARCHrrF.crS, 173~NEWYORKAVENUE, N.W. WASIDNGfON, D.C. 20006-'292 8141-1987/97 10 ARTICLE 2.6 2.6 CONSTRUCTION PHASE-ADMINISTRA nON CONTRACT ADMINISTRATION SERVICES OF THE CONSTRUCTION CONTRACT 2.6.1 The Architoot'sresponsibilityto provide Basic Services for the Construction Phase under this Agreementcommences with the award of the Contractfor Construction and terminates at ~ earlia-of the issuanceto the ~ of the final Certificate f<r P8YnK2lt or 60 days after the date of SubstantialCompletion of the Work. (becomes 1997 Subparagraph 2.6.1.2 below) 2.6.1 2.6.2 The Architect shall provide a<hninistration of the Cootractf(X"~oo as setforth below and in the edition of AlA Document .t\20 1, C'enefalCondition-sof the Contract for Construction, current as of the date of this Agreement,unless otherwiseprovided in this Agreement. [from 1987 Subparagraph 2.6.1 above] 2.6.3 Duties,responsibilities,and limitations of authority of the ArchitfX;tshallnot berestricted,modified or extendedwithout Mitten agreementof the Owner and Architect with the consent of the Contractor, which consent shall not be unreasonably withheld. 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction \mtil final JXtYIDentto the Contractor is due, and (2) as an Additional Service at the Owner's direction from time to time dw'ing the COIl"OOboo period described in tlK: Contract for Construction. The Architect sbal1have authority to act on behalf of the Owner only to the extent provided in this Agreement \mless otherwise modifiedby ~tten instrument. [ from 1987Subparagraph2.6.3above] 11 8141-1987/97 GENERAL ADMINISTRATION 2.6.1.1 The Architect shall provide administration of the Contract~'" 6VUDtltsetivu :Qetweenthe Owner and Contractor as setforth below and in the e<litionof AlA Document AlO I, GeneralConditions of the Contractfor Construction, cwrent as of the dateof this Agreement..,mrless ~.;..-;.isc pro-.~dediJ:. thi~ 2itgr,x,.DcDt.Modifications made to the GeneralConditions. when adQ11ted as Dart of the ContractDocuments. shall be enforceableunder this AaIeement onlv to the extent that th~ are consistentwith this Ai[eement or auoroved in writing; Qxthe Architect. 2.6.1.2 The Architect's responsibility to provide the Contract Administration ServicesB..~i" Be. .i.,.." ~V.d,c 6;:..iS:.-~1ioD Phase-underthis Agreementcommenceswith the award of the im!i!l Contractfor Construction and terminatesat ~.~ earlier of the issuanceto the Owner of the final Certificate for Payment. However. the Architect shall be entitled to a Chang;ein Servicesin accordancewith ParallTaoh2.8.2 when Contract Administration Servicesextendor 60 days after the date of SubstantialCompletion of the Work. [becomes 1997 Subparagraph 2.6.1.4 below] 2.8.1.3 The Architect shall be a representativeof and shall adviseand consult with the Owner ffl during the nmvision of the ContractAdministration Services. "".~trl1CbO!!m.b{ film! paJ..."ut tv tI.., ev..l!w"tv. i~ dl1C,~d ~~~~ 8ft .'.~Jib;'~ Se! vi"" at &." 8.,u".'~ di!""bvu £tv... time t~ ti!r.~ dming 1t.e ""..""tivu pe.iod de~~.i~ in &." evul!w~t."v. e~~I!_ti~... The Architect shall have authority to act on behalf of the Owner only to the extentprovided in this Agreementunless otherwisemodified by written mb ...!.~ntamendment. 2.8.1.4 Duties, responsibilities, and limitations of authority of the Architect under this Article 2.6 shall not be restricted, modified or extendedwithout written agreementof the Owner and Architect with the consentof the Contractor, which c0nsentshaHEll not be unreasonablywithheld. AlA OOCUMENT 81.1 .1987.1997 OWNF.a.-AP..CHrI"P.CT ~ COMPARISON. AlAe. CI917. 1997 mE AMF.R.ICAN n-ISmurE OF ARCHD'P.CfS. 173~ NEW YORK AVENUE, N. W ~ W ASHlNGfON. D.C. 2(MM)6.~292 (new provision in 1997 edition] 2.6.1.5 The Architect ~h,,11rPviPU/ T I., re<ruests bv-ili; C~;;~t~-i;; :dditi:::i~~;ri~ ' "--1- a;:~~ detailed or S~l clarification reW!ested. [new provision in 1997 edition] 2.6.1.8 ,If ~ a:m!°P!iate bv the Arcbitect. the Architect shall on tMOwnPrI~ j:.;.hQlf~n~ ~-Ju---d~~s-:~b~~ reQUestsfor information bv the Contrac~ [from 1987 Subparagraph 2.6.15 below] (from 1987 Subparagraph 2.6.16 below) [first sentence from 1987 Subparagraph 2.6.18 below; second sentence from 1987 Subparagraph 2.6.17 below) 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor undera ~ ~ feq'.1irements ora the Contract Documents on written request of either the O\omer or Contractor. The Architect's response to such requests shall be made in wri!jns with rcasODabl~y.v"'t'tr.~~ and within any time limits agreed upon or otherwise with reasonable ~tries§. 2.6.1.8 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the fOmt of drawings. When making such inteIpretations and initial decisions, the Architect shall endeavor to secure faithful perfOln1anceby both O\omer and Contractor, shall not show partiality to either, and shall not be liable for!h£ results of interpretations or decisions so rendered in good faith. 2.6.1.9 The Architect shall render T,ri':~n imtiIl decisions -,-;rtlrirr ~ .-"" bi" bu." on all: claims, disputes or other matters in question between the O\omer and Contractor ;:~labr.~ ~v die eX-..bv&& v. y.ve'~~~ v:: th" '.'.'v.x as provided in the Contract Documents. However. the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.8.2 2.6.5 The Arcl1itectshall visit the site at intervals appropriate to the stageof coostructionor as otherwiseagreedby the Owner and Architect in writing to becomegenerally familiar with the progressand quality of the Work COIllpletedand to determine in general if the Work is being perfOJ1Ded in a manner indicating that the Work when completed will be in accordancewith the Contnl-ct Documents. However, the Architect shall not be required tomake exhaustiveor continuouson-site inspectionsto c~ thequality or quantityof theW~. On the basisof on-site obsavatioosas an architect,the Architect shall keep the OWner infomted of the progress and quality of the Wark, and shall endeavortoguard die OWner againstdefectsand deficiencies in the Work. (More extemive site representationmay be agreed to as an Additional Service.as described in Paragraph 3.2.) EVALUATIONS OF THE WORK 2.6.2.1 The Architect. as a r~sentative of the Owner-shall visit the site at intervals appropriate to the stage of ~nstrt!ettm the Contractor's ouerRtlonS. or as otherwise agreed by the Owner and Architect in 'WTiting Article 2.8. (1) to become generally familiar with an~ !o keen. the ~er infOTrTledabout the progress and quality of the oortion of the Work completed. a) $2~~v?!,to,lZUar~ ~ ~eri ~defects and~fi~i~ encies in the Wn and ill to detemline in general if the Work is being performed in a manner indicating that the Wor~ when Mh: completed. will be in accordance with the Contract Docwnents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. en die ba~i~ v:: v&&-~itecx"",.~,-;:.~ons ~.. ,:-,.-~hi=t; th~ :~~bi~_t ~baH ~-y dI~ 8 ". inf.;;:;-~~ v:: the y.v~~~ ~d '1~~J v:: the '::2.~ Q&.d..11ati ~~;.:-. tv e=d tf2~8~&&- againSt ';"';_ts ~,,;' deft~i~;;d,,~ in tIte'.':v.x. I':.:~'..;.e~:~.,-:::~ ~::~'~J"~~~,.fl2t..v,. n...",b~ ':'0' ~ed :v ~ ~. ,:"ii:::v..m i;' .:or:'~.;.; Be. ,;~~, m .:~~'" :b~w' ~w,w- 2.8.8 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniqla, ~ orprocedt n'eS,or for safety precautions and programs in connection with the Work, since these are the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's scltedules or failure to cany out the Work in accordance with the Con1I3ct Documents. The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 2.8.2.2 The Architect shall~ to the Owner known deviationsfrom the ContractDocumentsand from the most recentconstructionschedulesubmitted1n:the Contractor. '.fhe A2cmt~t shaH!10t~.i.,;;coi.trol 0,;:£ or ;;ltmse vl' M1dshaH!~ be ...~.,...wibl..1'v."".wtlt1CbO!1 .11ean3, ,~~, ,~..Ii'it1C~, -; ~"'t ee~v. }'.~.J1es, vI ':v! Jaf;;~ yoecsutio.!Sd!£~yIo" ~ams in vvl1r.eebvl.~ith 11&;:; ':,' vok, since theseare the eontI"..tv.'~ .""., ibilit, tm.k. ~.;; evl.traet ':.x ev tlt1Cbo... However. the Architect shall not be responsiblefor the Contractor's seti:c'.mesvi failme to ~'Y Ori~!)erform the Work in accordancewith the re(!Uirementsof the ContractDocuments. The Architect shall be res!,<>nsible for the Architect's n~aent actsand omissions but shall not have control over or chargeof and shall Dotbe res~ible for actsor omissions of the Contractor, SuOOontractors, or their agentsor employees,or of any other~ or entities perfOmtingportions of the Work. [unchanged from 1987 Subparagraph 2.6.7] 2.8.2.3 lk Archita:t sball atall tiIJD haveaccessto the Work where,'er it is in preparationor progress. 2.6.6 Except as may otherwise be provided in the Contract Documalts or when direct commwrications have been specially authorized, the Owner and Cootractcx"shall cormnwricate through the Architect Connnwrications by and with the Architect's consultants shall be through the Architect 2.8.2.4 Exceptas may otherwise be provided in It.;:;evoltlav~ ~m~.%.ts this A~ent or when direct communications have been specially authorized,the Owner .h~ eOl.~ae~vi shall endeavorto communicatewith the Contractorthrough the Architect aboutmatters arisiDi out of or relatini to the ContractDocwnents. Communicationsby and with the Architect's consultantsshall be through the Architect. [from 1987Subparagraph2.6.11] 2.8.2.5 The Architect shall have authority to reject Work which does not conform to the Contract Docwnents. Whenever the Architect considersit necessaryor advisable. for ~}'I tati.,.. v; tI... inte..~vl' the eontraet Boe~ -;.e-;.ts, the Architect will have authority to require a~Jibv.lal inspection or testing of the Work in accordancewith the provisions of the Contract Docwnents,whc;ilieror not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith to exerciseor not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors,material and equipment suppliers,their agentsor employeesor other persons or entities performing portions of the Work 2.8.3 2.6.9 Based on the Architect's observations and evaluations of the Cootractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor. 13 8141-1987/97 CERTIFICATION OF PAYMENTS TO CONTRACTOR 2.6.3.1 B..~~ v.. tI." :u"iDtcct'~ vb~_;~tions ;n:.de-;~iaa ti",~ ":g.,, ev~tlgvtv.'~ :~yyn_tiv.~ :v. Pa'l!!~~:.t;The Architect shall review and certify the amoWltsdue the Contractor and shall issue Certificatesfor Pavmentin suchamounts. 1jA DOCUMENT 8141 .1987. 1997OWNEll-ARCHrI'ECf A<w.E£MJ!NTCOMPARISON. AlAe. C1987, 1997 mE AMElUCAN rnsmurn OF ARCHrI'ECfs. 173SNEW YORK AVENUE. N. W., WASIDNGfON, D.c. ~S292 2.8.10 Th: Architect'sca'tificatioofoc JXIYnX21t shall constitute [Continuation of 1997 Subparagraph 2.8.3.1J a reJX'esel]tation to the Owner, basedon the Architect's observa- The Architect's certification for payment shall constitutea tions at the site as provided in Subparagraph2.6.5 and on the representationto the Owner, basedon the Architect's ~';:.sel-'Qdatacomprising the Contractoc'sApplication for Pa}1Jlent,that tions at the site evaluationof the Work as provided in Subthe Wark has progressedto the point indicated and that, to the paragraph~ 2.§..2and on the data comprising the Contracbestof~ Arclritect'sknowledge,information and belief, quality tor's Application for Payment,that the Work has progressedto of~ W~ is in aaxxdancewith the ContractDocummts. The the point indicated and that, to the best of the Architect's foregoing~tatioos are subjecttoan evaluationof the Wark knowledge, information and belief, ~ quality of the Work is foc coof<:m)8I.:e with the Contract Documentsupon Substantial in accordancewith the ContractDocwnents. The foregoing Completion, to results of subsequenttestsand inspections,to representationsare subjectill to an evaluation of the Work for rom OOviatioos from the Contract Documentscorrectableprior confonnancewith the Contract Docwnents upon Substantial to completion and to specific qualifications expressedby the Completion, (2) to resultsof subsequenttestsand inspections, ~ ~ i8suaJ¥:e of a Certificatefor Paymentshall further ill to correction of minor deviations from the Contract Docuconstitute a representationthat the Contractor is entitled to ments~rreetable prior to completion, and ill to specific payment in the amount certified. However, the issuanceof a ~cations expressedby the Architect. .=fheissaafteeOJ... a, ~ti;;-..~e a lel'r~entat!':.li Certificate for Pa}1Jlentshall not be a representationthat the ee...jfi~te ""'~QJ~~ shaH."...~.1~r v t "".tiA.-cl-litecthas (1) made exhaustiveor continuouson-site inspec- d.t die emtr_tva i~ "ntitled to ygJ..-ut in g." tions to check the quality or quantity of the Work. (2) reviewed fied:o construction means,methods,techniques,sequencesor proceThe issuanceof a Certificate for Payment dures,(3) reviewedcopiesof requisitions receivedfrom Subcon- 2.6.3.2 IIOT.~-.-~r, tractors and material suppliers and other data requestedby the shall not be a representationthat the Architect has (1) made Owner to substantiatethe Contr3ctor's right to pa}1Jlentor (4) exhaustiveor continuouson-site inspectionsto checkthe ascertainedhow or for what pwpose the Contractor has used quality or quantity of the Work, (2) reviewed construction means,methods,techniques,sequencesor procedures,(3) money previously paid on accolUltof the ContractSum. reviewed copiesof requisitions receivedfrom Subcontractors and material suppliers and other data requestedby the Owner to substantiatethe Contractor'sright to payment. or (4) ascertained how or for what purposethe Contractorhas usedmoney previously paid on aCCOWlt of the Contract Sum. (new provision in 1997 edition] 2.6.11 The Archi~ shall have authority to reject Work which does not confonn to the Contract Documents. Whenever the Archi~ oonsi<bs it necessary or advisable for implementation of the intent of the Contract Docwnents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Docwnents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work. 2.6.3.3 The Architect shall maintain a record of the Contractor's AP!'lications for Pa):ment. (becomes1997Subparagraph2.6.2.5) AlA DOCUMENT 8141 .1917. 1997OWNER..AaCImECT ~ COMPAlUSON .AJAe .CI917, 1997 mE AMERICAN INSTrrorE OF AACHO"ECTS,1m NEW YORK AVENUE. N. W~ WASInNGfON, D.C. ~~292 8141-1987/97 14 2.6.4 2.6.12 The Architect shall review and approveor take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples,but only for the limited purposeof checkingfor conf<Xmance with information given and the design conceptexpressedin the ContractDocwnents. The Architoot'sactionshall be takenwith ~ reasonablepromptness as to cause no delay in the Work or in the constructionof the 0wIlt2" rs:of sq>aratecontractors,while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conductedfor the purposeof detennining the accuracyand completenessof other details suchas dimensionsand quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent reqUired by the ContmctIhuments. 100 Architect's review shall not constitute approval of safetyprecautions or, unless otherwise specifically stated by the Architect, of construction means,methods,techniques, sequencesor procedures. The Architect's approval of a specificitem shall not indicate approvalof an assemblyof which the item is a component. When professionalcertification of performancecharacteristicsof materials, systemsor equipment is reqUired by the Contract Docwnents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria reqUiredby the ContractDocwnents. [new provision in 1997edition] [from last sentence of 1987 Subparagraph 2.6.12 above] 15 8141.1987/97 SUBMmALS 2.6.4.1 The Architect shall review and approveor take other appropriateaction upon ~ Contractor'ssubmittals suchas Shop Drawings, Product Data and Samples,but only for the limited purposeof checking for conformancewith information given and the design conceptexpressedin the Contract Documents. The Architect's action shall be taken with suchreasonable promptnessas to causeno delay in the Work or in the -.v.~tIu..hvu activities of the Owner. Contractoror m separate contractors,while allowing sufficient time in the Architect's professionaljudgment to permit adequatereview. Review of suchsubmittals is not conductedfor the purposeof detemlining the accuracyand completenessof other details suchas dimensionsand quantities. or for substantiatinginstructions for installation or performanceof equipmentor systems.de~i~"'; 'v} &" 6Cntlacto., ail of which remainthe responsibiiity of the Contractor ~vthe CA~~U~ M required by the Contract Documents. The Architect's review shall not constitute approval of safetyprecautions or, unless otherwisespecifically statedby the Architect, of construction means,methods,techniques, sequencesor procedures. The Architect's approval of a specific item shall not indicate approvalof an assemblyof which the item is a component. [last sentence becomes 1997 Subparagraph 2.6.4.3 below] 2.6.4.2 The Architect shall maintain a record of submittals and col2iesof submittals su!J!'lied~ the Contractor in accordance with the reauirementsof the ContractDocuments. 2.6.4.3 When If professionaldesiil} servicesor certification§. ~ a desi~ professionalof peiivilttaltee e~12iia~~~risties of lnat~iiais, relatedto systems.materials or equipment~ m s~ificallx requiredof the Contractor by the Contract Documents,the Architect shall s~~ awo12riate Derformanceand design criteria that suchservicesmust satisfy. ShQ12 Dra~s and other submittals related to the Work desilffied or certified bv the desi~ mofessionalretained bv the Contractor shall bear such~ofessional's written approvalwhen submitted to the Architect. The Architect shall be entitled to rely upon ~ ade~cx. accura~ and cornmetenessof the services.such certifications or amovals Derformed~ such desilm Drofessionals. tv ,,~tabii~l. tl...t tt." te.iai", "J"te~." v. e'1mpr!!e~~t ..in .~eettl." l""'."v""",,~ v. it". ia ""1t!i1edb, the eo~~1Ia;;,~ Bocm:.~ell~. ~ DOCUMEJlT 8141 .1917 -1997 OWNa.ARCHUECf AGItEEMENT COMPAlUSON.AlAIIJ. C1917. 1997 mE AMERICAN INSTnUrE OFARCHrrncrS. 173' NEW YORK AVENUE, N.W.. WASHINGrON. D.c. 20006-'292 2.6.5 2.6.13 The Architect shall prepare Change Orders and Coostnx:booChange~ves, with supporting docwnentation and data if deemednecessaryby the Architect as pro~ded in Subparagraphs3.1.1 and 3.3.3, for the Owner's approval and executiooin accordancewith the Contract Documents,and may authorizemm changesin theWn not involving an adjustment in tlr; ContmctSwn or an extensionof the ContractTime which are not inconsistentwith the intent of the ContractDocuments. ri"~" t"UYI~1UI1 :-:-- =- .AA~ III IVVI eamonJ CHANGES IN THE WORK 2.6.5.1 The Architect shall prepareChangeOrders and Construction Change Directivi;S, ith S~y}'(-..~ d.x-mr&cntativli and data if decIDedII~SM' b] tI." A!"bit""t "" p.v.ided in Sl2bpMagrapm. 3.1.1 d 3.3.3, for the Owner's approval and execution in accordancewith the Contract Docwnents..;-and The Architect may authorizeminor changesin the Work not involving an adjustment in the Contract Swn or an extension of the Contract Time which are nv~incomistci.~ consistent with the intent of the ContractDocwnents. If necessm. the Architect shalll2I~. r~oduce and distribute Dra~s and S~ifications to describeWork to be added.deleted or modified. as l2rovidedin Paragral2h2.8.2. 2.6.5.2 The Architect shall review ~lx prepared.timely reaue~ts~ the Owner or Contractor for changesin the Work. tect ma~ issue an order for a Minor Chanie in the Work or recommendto the Owner that the re~sted c~e be denied. [new provision in 1997 edition] 2.6.5.3 If the Architect detem1inesthat implementation of the reQYested chanies would result in a material chanie to the Contract that ma~ causean ad_iustmentin the Contract Time or Contract Sum. the Architect shall make a recommendationto ChanaeOrder or other al21!!:°mlate docmnentationfor the Owner's executionor ne2otiation with the Contractor. [new provision in 1997 edition] 2.6.5.4 The Architect shall maintain recordsrelative to chanies in the Work. 2.6.6 2.6.14 The Archi~t shall C<X1d\r.t inspex:tionsto ootem1ine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records v.Titten warranties and related documents required by the Contract Documents and assembled by ~ Conbuctoc, and shall issue a final Certificate for Payment upon compliance with the requirements of the Contract Docu- ments. PROJECT COMPLETION 2.6.6.1 The Architect shall conduct inspectionsto determine the date or datesof SubstantialCompletion and the date of final completion, shall receive from the Contractorand forward to the Owner. for the Owner'sreview and records.written warranties and related docwnentsrequired by the Contract Documentsand assembledby the Contractor,and shall issue a final Certificate for Paymentbased Y12QD a [mal ins~tion indica1iDi the Work COUlulies !!po.. C(!ft!pliafteewith the requirementsof the ContractDocuments. ~DOC~TB141 .1917-19970WNER.-ARCHrn:cr A~COMPARISON. AlAe .CI917,1997 lHEAMElI.ICAN lNSTmrrEOF ARCHrn:crS.I73~ NEW YORK AVENUE, N.W~WASIDNGfON, D.C. 2()006.~292 8141-1987/97 16 [new provision in 1997 edition] 2.6.6.2 The Architect's ~tion shall be conductedwith the Owner's R~esentatiYe for conformanceof the Work with the reouirementsof the Contract Documentsand to ~ the accuracyand com~letenessof the list submitted by the Contractor of Work to be conwleted or corrected. 2.6.6.3 [new provision in 1997 edition] correctionof the Work. [new provision in 1997 edition] 2.6.6.4 The Architect shall receive from the Contractorand forward to the Owner: (1) consentof suretYor sureties.if an~to reduction in or ~artial releaseof retainase or the makinS of I a ent and .ts. receiots. releases 8nd wAiv-.rs of liens or bonds ind~nmib:ins the Owner asainst liens. 2.6.15 The Architect shall interpret and decide matters concerning perfOImance of the Owner and Contractor under the requirements of the Contract Documents on Mitten request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in Miting or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2.6.17 The Architect's ~isions on maim relating to aesthetic effoot shall be final if consistent with the intent expressed in the Contract Documents. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the Work as provided in the Contract [becomes 1997 Subparagraph 2.6.1.7 above] [becomes 1997 Subparagraph 2.6.1.8 above) [becomes last sentence of 1997 Subparagraph 2.6.1.9 above] [becomes first sentence of 1997 Subparagraph 2.6.1.9 above) Documents. 2.6.19 The Architect's decisions on claims, disputes or other matters, including those in question between the Owner and Contmctor,exceptfor thoserelating to aestheticeffectas provided in Subpamgraph2.6.17,shall be subject to aIbitmtionas provided in this Agreementand in the Contract Documents. [not included in 1997 edition) ARTICLE 2.7 [new provision in 1997 edition] 17 8141-1987/97 FACILrTY OPERATION SERVICES 2.7.1 The Architect shall meet with the Owner or the ~er's Desiwated R~resentative DromDtl~after Subs~tial Com~letion to review the needfor facilitY o~ation services. AlA DOCUMENT 81.1 .1917 -1997 OWNER-ARCHII'ECf A~ COMPAlUSON.AIAC>. C1917,1997 rnEAMERICAN INS1mJTEOF ARCHII'ECfS.I73S NEW YORK AVENUE, N.W. WASIDNGTON.D.C. 2<MK16-S292 [new provision in 1997edition] [new provisions in 1997 edition] [new provision in 1997edition] 2.7.2 Uoon re~st of the O\'t11er.and roOf to the ~iration of one ~earfrom the dateof Substantial CQm121etion. the Architect shall conducta m~ with the O\'t11erand the O\'t11er's Desi~ted Rwesentative to review the facilitY ~tions and !)erformanceand to make al2l2Ig.miate recommendationsto the O\'t11er. ARTICLE 2.8 SCHEDULE OF SERVICES 2.8.1 Desi~ or Contract Administration Serviceswond the followin~ limits shall be ~rovided 12.): the Architect as a Change in Servicesin accordancewith Paragra~h1.3.3: .1 Y12JQ ( ) reviews of eachSho~Drawina. Product Data item. Sampleand similar submittal of~ theCOl1uactor. .2 ~ ( ) visits to the site by the Architect over the duration of the Project durini construction. .3 ~ ( ) ins~tions for any ~rtion of the Work to determine whether such !>Ortion of the Work is substantiall~ comj2lete in accordance with the regyirements of the Contract Documents. .4 ~ ( ) ins~tjons for any oortion of the Work to determine final coffij2letion. [new provision in 1997 edition] [new provision in 1997 edition] 2.8.2 The followini ContractAdministration Services shall be l2I:°videdb~ the Architect as a Charuzein Servicesin accordance with Para~a~h 1.3.3: .1 review of a Contractor'ssubmittal out of sequence from the submittal schedulea~eed to by the Archi- ~ [new provision in 1997 edition] .2 res~nses to Contractor'sregyests for infonnation where such information is available to the Contractor from a careful stu~ and coml2!!risonof the Contract Documents.field conditions. other Owner-orovided infonnation- Contractor-m~ared coordinationdrawin2s. or wor Projectcorres~ndence or documenta- ~ [from 1987 Subparagraph 3.3.3 below] .3 P"'p=ms B.a..it~", Sp""'iftcatio.!SmId ;:,1f.crdoct! ..."..tativu a..d "..yyv.titlg data,~.~i~1iDs e~JtJaetv.'" y.vyv"ai", : y.v.idDt~ ~tb~. s~.-;ieesin ~~..""tiv':' "itb ChangeOrders and Construction ChangeDirectives regyirin2 evaluationof oroDOsals. includin2 the m~aration or revision of Instruments of Service: [from 1987Subparagraph3.3.5below] .4 PJoviding consultationconcerning replacementof Work da!!mged'vJ resultiDi from fife or other cause during construction; ""d ;UA.ri~tm'e>~~. .r_~ re~Jifed u. "".tr."",trVll ..rdt g.~ .~yIQ_"'~llt vf ~t!Ch'.'.';:.;:'.;:. AlA DOCUMENT B1~1 .1987 -1997 OWNER.-ARCHrrF.CT A~ CO~ARJSON .AlA* .CI987, 1997 mE AMERICAN INSTIl'UTE OF ARCHrrF.CTS,m~ NEW YORK AVENUE,N.W. WASHINGfON, D.C. 20006-~292 8141-1987/97 18 [from 1987Subparagraph 3.3.7 betow) .5 Pro-.~.:IiI-.e, scr-.i""" in "...tuating evaluation of an extensivenumberof claims submitted by the Owner's consultants.the Contractor or others in connection with the Work:. [from 1987Subparagraph3.3.4below] .6 Pro~.-i.iil-,g se~-.-ice~ in eem"""ti~~..itJ, e...IUQbntS evaluation of substitutionsproposedby the Owner's consultantsor contractor§.and making subsequent revisions to Bra.-.ing~,SY'""'m~ti~..., ...,.; ~tI.". d~t!me!!tatio.t Instrumentsof Serviceresulting there- [from 1987Subparagraph3.3.9below] [from 1987 Subparagraph 3.4.18 below] from; .7 P!ey",i!~ d"""'""llt~ ureDarationof desiill and documentation for alternate,separateo. ~~qu~..halbtd~ v, pro-.;dr!tSse!;t_~ in ~ hv.. ..ttb bidding, ll~~Vtiatio!t o. eo.~t!uvhv.. Y' tv. tv tb~ ~...pl~hvll vf tI... eo;-':;~,l(,tiO!tBoemn"'lltsPI,a~",.bid or uro~al reQUests I2rouosedby the Owner: or .8 ~~-.-;..iiI.~se.-;~cesaft.:.,is~tIa..- tv tI.~ 8 ~. vftl"" ;,.;:~Iee!'tificate ;v. PuJ...~..t,v. ...v.~ tI , Contract Administration Servicesurovided 60 days after the dateof SubstantialCompletion of the Work. 2.8.3 [1997 Clauses replace 1987 Subparagraphs indicatedbelow] The Architect shall furnish or designated: Senices Resoonsibilin: Location of Service (Architect, Owner Description or Not Provided) 3.4.1 [new service replaces 3.4.19] [new service replaces 3.4.19] [new service in 1991 edition] 3.4.6 and 3.4.15 3.4.2 3.4.3 3.4.4 3.4.7 3.4.8 [new service replaces 3.4.19] [new service replaces 3.4.19] 3.4.13 3.4.9 3.4.12 3.4.10 3.2.1 3.4.9 3.4.17 3.4.16 3.4.18 3.4.14 .1 Progl:amming .2 Land Survey Ser\ices .3 Geotechnical Services .4 Space SchematicsIFlow Diagl:ams .5 Existms Facilities SurveYs .6 Economic Feasibili~ Studies .7 Site Anal~sis and Selection .8 Environmental Studies and R~rts .9 Owner-Suvvlied Data Coordination .10 Schedule Develovrnent and Monitoring .11 Civil DesiW .12 Landsca~ DesiW .13 Interior DesiW .14 SDeCialBidding or Negotiation .15 Value Anal~sis .16 Detailed Cost Estimating .17 On-Site Project R~esentation .18 Construction Management .19 Start-Ul2 Assistance .20 Record Dra~s .21 Post-Contract Evaluation .22 Tenant-Related Services .23 .24 .25 Descri~tion of Services. 19 8141-1987/97 AlA DOCUMENT 8141 .1987 -1997 OWNER-ARCHrrBCT AGREEMENTCOMPARISON.AIA~. 01987, 1997 THE AMERICAN INS1TI1m OFARcurrncrs, 173-'NEW YORK AVENUE, N. W, WASIDNGfON, D.C. 2(MX)6.-'292 ARTICLE 2.9 [replaces 1987 Article 12 below] [new provision in 1997 edition] ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 Theservicesdescrilm in thisArticle 3 are not included in Basic Serviceslmlessso i<b1tifiedin Article 12,and they shall be paid for by the Owner as provided in this Agreement, in addition to compensation for Basic SeIVices. The services describedunder Paragraphs3.2 and 3.4 shall only be provided if authorized or confumed in writing by the Owner. If services descn"bed UIKJerCootingentAdditional SeIVicesin Paragraph3.3 arerequireddue to circumstancesbeyondthe Architect's control, the Architect shall notify the Owner prior to commencing such savices. If theOwner deemsthat suchservicesdescribedunder Paragraph 3.3 are not required, the Owner shall give prompt writtennotice to theArchitect. If the Owner indicates in writing that all or part of such ContingentAdditional SeIVicesare not ~ the Architect shall haveno obligation to provide those Services. MODIFICATIONS 2.9.1 Modifications to this StandardFonn of Architect's Services:Desiil! and Contract Administration. if any. are as follows: ~ its execution.this StandardFOfUlof Architect's Services: Desi2n and ContractAdministration and modifications hereto are inco~rated into the StandardFonn of Ail:eement Between the Owner and Architect. AIA Doc\nIlent B 141-1997. that was enteredinto Px the !1artiesas of the date: '- StandardForm ofAgreement BetweenOwnerand Architect with StandardForm ofArchitect's Services 1.3.3 CHANGE IN SERVICES 1.3.3.1 7.." "e.. ices ~~seritJedtt! this ~tiete 3 are n.:.~iI..,,1t2~~ in Ba"ie Se.-.ieesImtessso identified in ;..~.iele tz, aIA~ tt"'J "I..." be paid 1".:.[ tJ ti!e G-..neras p.o-.~dedin tiris ~~eernent; in additi':'i! to ~u.~..;;ation ';.:.rBasie Se..-iees. =fbe "". .i""" de"".itJed der Ponagrapm3.~ aud 3.~ shalt .:.m, be ".v.ided if a...tI.v.~edv. "".':u...ed tt. ~.itittg bJ tt.e 8.;.!er. Change in the Servicesof the Architect. including services regYiredof the Architect's consultants.mav be accom~lished after executionof this AlZreement.without invalidating the Agreement. if mutuall~ agreed in writing. if se..-ieesdeseritJed m!de. 6.:..rtit!ser!t~dditional Se..;ees tt! Paragrap;-.3.3 are required due-to!!x circumstancesbeyondthe Architect's control. or if the Architect's servicesareaffected as described in Sub~aragra~h1.3.3.2. In the absenceof mutual a~ent in writing. the Architect shall notify the Owner prior to UIQvidini ~r.11neneirrgsuchservices. If the Owner deemsthat ~ 11!!I1.Qf suchChangein Servicesd ". itJedtm.k. Para~ a"h 3.3 are ~ not required,the Owner shall give prompt written notice to the Architect...m4. If the G-..h~. tt!dieatesin i1i1:~that aMvapart vf "...,,~.ev..tinsent ~dditio.ml Se.;iees one~.ot ."qt2i!ed, the Architect shall haveno obligation to provide those services. Exceot for a changedue to the fault of the Architect. C~e in Servicesof the Architect shall entitle the Architect to an adjustmentin com~ation OUfsuantto Para~a~h 152- and to anv ReimbursableExoensesdescribedin Sub~ara~I!h 1.3.9.2and ParalZraoh1.5.5. AlA DOCUMeIT B141 .1987 -1997 OWNER.-ARCHrrEcr A~Nf COMPARISON. A]A* .C1917, 1997 mE AMERICAN 1NSTnuI'E OF ARCHrrEcrS, 173' NEW YORK AVENUE,N.W. WASIBNGfON, D.C. 20006-'292 B141-1987/97 20 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provioo one or more Project Representatives to assist in canying out such additional on-site responsibilities. [becomes item .17 in 1997 Paragraph 2.8.3 above) 3.2.2 Project Representativesshall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of auth<Xityof Project Representatives shall be as described in the edition of AlA Document B352 current as of the date of this Agreement. unless otherwise agreed. [not included in 1997 edition] 3.2.3 T1m>ughthe observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 [not included in 1997 edition] CONTINGENT ADDmONAL SERVICES 3.3.1 Makingrevisionsin Drawings,Specifications or other 1.3.3.2 If any of the followinll circumstJrncesaffect the documents whensuchrevisionsare: Architect's servicesfor the Proiect the Architect shall be ~titl~ to an aI1I1rQuriate adiu.c;tment in the Architect's schedule and comuensation: ~.iakD!S1~.i~iv.1Sit. B.a~it.e.", S!",,",incatiom o. vtfl~. doctm!~&&ts ..t.~.. ~u~t..~.i"iv ...e. .1 inconsistentwith approvals or instructions previously given by the Owner, including revisionsmade necessaryby adjus1ments in the Owner'sprogram or Project budget; .1 m,t.si"t"..t.. ill. chanlZein the instructions or approvals o~ illStru"ti~.~ y.".i~...,I, given by the Owner , includitrg that necessitate revisions made ~cccs~J b, aJ~...,tr.."..ts iI. tit" 8,...".'" I"~~"'" o. Prv~cct budg"t, in mstrwnents of Service .2 requjred by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .2 rc-ittircd by tI." enactmentor revision of codes,laws or regulations or official int~retations which necessi~techanQesto mevious\v m~ared Instrumentsof Service: st&~scql2C.rt t~ II." y."y...ativ.. vf suc~.docmtrcnts;~. .3 due to changesrequired as a result of the Owner's failure to render decisions in a timely manner. .3 ;?-~c to in 3.3.2 Providing services required because of significant changesin theProja;t including, but not limited to, size, quality, complexity, the Owner's schedule,or the method of bidding or negotiatingand contractingfor construction,exceptfor services required under Subparagraph5.2.5. c~.a;:.e;cs ::~ilmcto rc'im.ed .crlder a timely a~ a ,...~mt decisions of the uftb... 8..,.v"" Owner not render~ manner~7 .4 Pro-.-i.:m-.gsc ices ,v...t!i!ed bee ,... uf significant c~~cs limited schedule ~ to, in size, the quality, or bugget. or ti~;:., bidding cxeey~ or I!cgotiatir'e> ::~r sc;:-.ices Project including, complexity, the but the orocurement u..d ..c...nired vv..tr"vtin~;v. ;..., not Owner's method~ of Su'vpu."~"pl. "".."tru H:5:o 3.3.3 PreparingDmwings,S~ifications and other docwnentation and supportingdata,evaluatingConlmctors proposals,and providing other servicesin connectionwith ChangeOrders and Construction ChangeDirectives. 21 8141-1987/97 [becomes 1997 Subparagraph 2.8.2.3] AlADOCUMENTB141.1917-19970WNER.-ARCHrrECT A~COMPAlUSON. mE AMERJCAN INS1TnJrE OF ARCHn"EcrS, AIA~. 01917,1997 173-' NEW YORK AVENUE, N.W ~ WASHlNGfON, D.C. 20006--'292 3.3.4 Providing services in connection with evaluating substitutioosproposedby ~ Contractor and making subsequent revisions to Drawings, Specificationsand other doc1U1lentation resulting therefrom. [becomes 3.3.5 Providingconsultation~ replacementof Work damagedby fire (X'other causedming construction,and furnishing servicesrequiredin connection with the replacementof such Work. [becomes 1997 Subparagraph 2.8.2.4] 3.3.6 Providing servicesmade ~sary by the default of the Contractor,by major defectsor deficiencies in the Work of the Contractor, or by failme of performanceof either the Owner or Contractorunder the Contractfor Construction. 3.3.7 Providing servicesin evaluating an extensivenumber of claims submitted by the Contractor or others in connection with the Work. 3.3.8 Providing servicesin connectionwith a public hearing; arbitration proceeding or legal proceeding except where the Architect is party thereto. 3.3.9 Preparingdoc.uments for alternate,separateor sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction DocwnentsPhase. [new provision in 1997 edition] 3.4 OPTIONAL ADDmONAL 2.8.2.6] .5 ~;:;-.~dins se..~ces i.mde !!eeeSSm, t) tI..:. d"iamt vi the 6;:;;:.traC;;':'i,';:.).'m.]v. dei.:c.tsv. J"fj"i"u"i"" in tit" '::OiX .:.:1'the6.:.r.tlaetv., v. b, failure of performance on the 12artof either the Owner. the Owner's consul~ or ~ Contract~ 12L~er1t;; 6;:;..1[...:.;;:1":'i6.:.r.!t!-.:.~t!O!!. [becomes 1997 Subparagraph 2.8.2.5] .6 Pfo-.iding set-.icesin .x.miiX-b"li ~ith m:~aration for and attendanceat a public hearing, arbitrab".. D. dis~ute resolution proceedingor D.legal proceeding exceptwhere the Architect is party thereto:.7 [becomes 1997 Subparagraph 2.8.2.7] .7 change in the information contained in Article 1.1. SERVICES 3.4.1 Providing analyses of the Owners ming the requirements of the Project. 3.4.2 1997 Subparagraph needs and program- Providing financial feasibility or other special studies. [becomes item .1 in 1997 Paragraph 2.8.3 above] [becomes item .6 in 1997 Paragraph 2.8.3 above] or [becomes item .7 in 1997 Paragraph 2.8.3 above] 3.4.4 Providing special surveys, environmental studies and sulxnissions required for approvals of governmental authorities or others having jurisdiction over the Project. [becomes item .8 in 1997 Paragraph 2.8.3 above] 3.4.3 Providing planning surveys, site evaluations comparative studies of prospective sites. 3.4.5 Providing and equipment. services relative to future facilities, systems [not included in 1997 edition) 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. [becomes item.5 in 1997 Paragraph 2.8.3 above] 3.4.7 Providing servicesto Vl'rify the accuracy of drawings or other information fwonished by the Owner. [becomes item.9 in 1997 Paragraph 2.8.3 above] 3.4.8 Providing coordination of construction perfonned by ~te contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. [becomes item .10 in 1997 Paragraph 2.8.3 above] AlA DOC~T 8141 .1917 -1997 OWNEll-AP..CHrrECTAcaEEMENr COMPARISON. A1A(i) .01987. 1997 mE AMERICAN 1NSTrrurE OFAP..CHII'ECfS.173' NEWYORK AVENUE.N.W. WASIDNGfON. D.C. 20006-'292 8141-1987/97 22 3.4.9 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. [becomes item .18 in 1997 Paragraph 2.8.3 above] 3.4.10 Providing detailed estimates of Construction Cost. [becomes item .16 in 1997 Paragraph 2.8.3 above] 3.4.11 Providing material, equipment 3.4.12 Providing analyses of owning and operating costs. detailed and quantity surveys or inventories of [not included in 1997edition] labor. [becomes item .15 in 1997 Paragraph 2.8.3 abctve) 3.4.13 Providing interior design and other similar services required for or in connection with the selection, procW"eDlentor installation of fwniture, fwnishings and related equipment [becomes item .13 in 1997 Paragraph 2.8.3 above) 3.4. 14 (becomes item .22 in 1997 Paragraph 2.8.3 above] ~ servicesf<X"pl~ tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. [becomes item.5 in 1997 Paragraph 2.8.3 above] 3.4.16 Preparing a set of reproducible record <hawings showing significant changes in the Work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Architect. [becomes item .20 in 1997 Paragraph 2.8.3 above] 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. [becomes item .19 in 1997 Paragraph 2.8.3 above] 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate foc Paynx:nt, more than 60 days after the date of Substantial Completion of the Work. [becomes Clause 2.8.2.8 above; also covered as item .21 in 1997 Paragraph 2.8.3 above] 3.4.19 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. [becomes items .2, .3, .11 and .12 in 1997 Paragraph 2.8.3 above) 3.4.20 Providing uny other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. [not included in 1997 edition] 23 8141-1987/97 AlA DOCUMENT B141 8 1987-lmOWNEll-ARCHn'Ecr A~COMPARJSON 8 AIACII8 C1987. 1m mE AMERICAN INSTmrrE OF ARCHn'EcrS, 173-'NEW YORK AVENUE, N. W~ WASHlNGfON, D.C. 20006--'292 ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full infOImation regarding requirelnmtsfcx theProject,including a program which shall set forth the Owner's objectives, schedule,constraintsand criteria, including space requirements and relationships, flexibility, expandability,specialequipment,systemsand site requirements. (Owner's program becomes 1997 Subparagraph 2.2.1.1 below] 4.2 Th: ~ shall~blish am update an overallbudgetfor the Project,including the C<JriStJ1:iCtitiri Cos(ilie OWIl-ersotli~ costsand reasonablecontingenciesrelatedto all of thesecosts. 1.2.2 OWNER 1.2.2.1 Unless Q1DmriseDTovidedunderthis Agreement.the Owner shall provide full infom1ation in a timel~ manner regarding requirementsfor and limitations on the Project. ; melajif:.e;:a y'OSlM!. ~_tDvh~t.~H~vt .rv.ritrit~ 8~..~..'s vbjeeti-.~, seL~mv, vv~tr"mts ~d e.itv.i~, it.vlumns ~l""'" :~~.mel!.~l!ts~d .vl~ti~.!Smy~,Bvxibili~J' ~~Y""';"'bmtJ, ~l""'ial e~.JiyALe.:.t, s,stv..~ ~d ~it~'~'iait~..."..ts. The Owner shall furnish to the Architect. within 15 davs after receiut of a ~tten reQuest.information necessarYand relevant for the Architect to evaluate.give notice of or enforcelien ri~ts. 1.2.2.2 The Owner shall establishau'; miodicallv updatean ~ ~bUdgetTorthe PrOjooCincliidin:g1heevi!S:::;=-.lCH~n eo~..,1t.~';:;-;.-r.ers O*,~I costsM.d .~~v bl" vv..ti!'!!J~.."i~ related to all ofrit~~e co~ts.that oortion allocatedfor the Cost of the Work. The Owner shall not significantlv increaseor decreasethe overall bu~et. the oortion of the buQiet allocated for the Cost of the Work. or contingenciesincluded in the overall - ment of sco 4.3 If requested by the Architect, the Owner shall furnish evi~ that financial aITangementshave ~ made to fuIfil1 the Owner's obligations lmder this Agreement. 4.4 The Owner shall designate a representative authorized to act on the ()wIQ's 1rl1aIfwith respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.5 The Owner shall furnish swveys describing physical characteristics,legal limitations and utility locations for the site of the Project, and a written legal descriptionof the site. The smveysandlegalinf<Xrnationshall include,as applicable,grades and linesof streets,alleys,~~ and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, eaSmlents,encroachments, zoning, deed restrictions,boundaries and contO\nof the site; locatioos,din1a1sionsand necessarydata pertaining to existing buildings, other improvementsand trees; and information concerningavailable utility servicesand lines, both public and private,aboveand below grade,including inverts and depths. All theinfonnation00the survey shall bereferenced to a projectbenchmark. 4.6 The Owner shall furnish the services of geotechnical engineers when such servicesare requestedby the Architect. Sucll servicesmay include1xJtare not limited to test borings, test pits, detemlinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests,including necessaryoperationsfor anticipating subsoil conditions, with reports and appropriate professional ect 1 . [not included in 1997 edition] 1.2.2.3 The Owner's Desi~ted s~.aHdesiglmte 3 Represen- tative identified in ParagraDh1.1.3 shall be authorizedto act on the Owner's behalf with respectto the Project. The Owner or the Owner's Designatedor St2,,~ar.~viized Representative shall render decisions in a timely manner~':.dini1!S ~ ~ to docwnents submittedby the Architect in order to avoid tmreasonabledelay in the orderly and sequentialprogress of the Architect's services. [becomes 1997 Subparagraph 2.2.1.2 below] [becomes 1997 Subparagraph 2.2.1.3 below] recommendations. ~ DOCUMENT B141 .1917 -1997 OWNEII..-AB.CHrrF.crA~ COMPARISON. AlAi&) .Cl1917, 1997 nm AMERICAN msTmJrB OF AB.CHrrEcfS. 173' NEW YORK AVENUE,N.W. WASImlGfON. D.C. ~'292 8141-1987/97 24 4.6.1 The Owner shall fwnish the servicesof other consultantswhen suchservicesare reasonablyrequiredby the scopeof the Projectand are requestedby the Architect. 1.2.2.4 The Owner shall furnish the services of other consultants other than those desigD.§ted in Paral1Iaoh 1.1.3 or authorize the Architect to furnish them as a Chan.Il.ein Services when such services are reQYestedb~ the Architect and are reasonably required by the scope of the Project. a,!d ale re'iU'-"~""';by tJ..:.:~~m~~. 4.7 TheOwner shall furnish structural, mechanical,chemical, air and water pollution tests, testsfor hazardousmaterials,and o~ la1xxatOJy and mvironmental tests,inspectionsand reports required by law or the ContractDocuments. 1.2.2.5 lJnless otherwise l2Iovided in this A~eernent. the Owner shall furnish tests. ins~tions and ~rts reauired bv law or the Contract Documents. such as structural, mechanical, ~ chemical ~, tests for air and water pollution. tem; ~ tests for hazardous materials. , =-.; vtb..., latJO.atoi} aL~ ...!!vftv ,..."tal ~""ts, insyvvhv.!! ~,d ."po,ts r~1!i1eO ~J-la-.-; or ~... evutra"t ~t1ments. 4.8 The Owner shall furnish all legal, aCCOlDlting and insurance counselir.g servlccs as may benecessa.')' 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 P\n'J>OSe8 the Contractor has used the money paid 1.2.2.6 The Owner shall furnish all legal, insurance and ac.:.olLTltingau~m.;m"nee;x,1mS(;}tt-.g services. includin~ auditing services. that as may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. ft,...lndmg auditing "". .i""" ti." 8 v. ."" J ."'1tDr" to .~! if) ~"evutlu,,~v:~ :.yyli~tiv~ ~v. P uJ...~.t o. to asee;,..;:.ftt Ito-.-; v. ."v, "hat Y"'YV""~ tI." ev..tru"tv. im~ I2seO'It.~ rt!Oi'~J paid bJ v, v.. bei.ulf vftl..:. ~;;i:;er- by or on behalfof theOwner. 4.9 The services,infOIIIlation, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's ex{ense, and the Architect shall be mtitled to rely on the accuracy and completeness thereof. 4.10 Prompt written notice shall be given by the Owner to the Architect if the 0\Jmer ~es aware of any fault or defect in the Project or nonconfOln1aDce with the Contract Documents. 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certificatioos that would require knowledge or services beyond the scope of this Agreement. [becomes 1997 Subparagraph 1.2.3.7above] 1.2.2.7 The Owner shall urovide urompt written notice shaH ~ gi.e.. t] the C-.-;~~rto the Architect if the Owner becomes aware of any fault or defect in the ProjecL includini anv errors. omissions or inconsistenciesin the Architect's Instruments of Service. VI IIVI""":;V"'I""~ ..il).I).~ eo..bact Boem-ue~.ts. [becomes 1987 Subparagraph 1.3.7.8 below] Standard Form of Architect's Services: Design and Consfruction Administration [new provision in 1997 edition) ARTICLE 2.2 [new provision in 1997 edition] Z.Z.1 lJrue.c;s S~II1callV aeSllrnB.team t~a~a°!l L.1S.j.Ule servicesin this Article 22 shall be orovided bv the Owner or the Owner's consultAntsand contractors. [from 1987Paragraph4.1 above] 25 8141-1987/97 SUPPORTINGSERVICES 2.2.1.1 TheOwnershalll',v.ide :~t iI::~,.~ti~., .-e.u-dil!S ""it!il ts:~. tt,- P,~~eet, met1sdif-.e; ~ a program "tli,,~! shaHs~~~ forththeOwnei'sobjectives,schedule, constraintsand criteria,includingspacerequirements and relationships, ft"mbiti~.1'_~pandabiti~,specialequipment, systemsandsiterequirements. (from 1987 Paragraph 4.7 above) 2.2.1.2 The Owner shall furnish surveysdescribing ~ ~ physical characteristics,legal limitations and utility locations for the site of the Project, and a ~tten legal description of the site. The surveysand legal information shall include, as applicable,gradesand lines of streets,alleys, pavements and adjoining property and structures; adjacentdrainage; rights-of-way, restrictions, easements,encroachments, zoning, deedrestrictions,boundariesand contomsof the site; locations, dimensionsand necessarydatape.:...D!ingd ~ to existing buildings, other improvementsand trees; and information concerningavailable utility servicesand lines, both public and private, aboveand below grade, including inverts and depths. All the infOImation on the survey shall be referencedto a froject benchmark. 2.2.1.3 The Owner shall furnish the servicesof geotechnical [from 1987 Paragraph 4.6 above] engineers ~..'"'.. t~ ,,"".. ,-~-'"". ..""~~" ""iU'-""~ ~,--.tA__'-' V] ..." c-.." "",... S~h sc..-ices~ may include but are not limited to test borings, test pits, detemIinationsof soil bearing values,percolation tests,evaluationsof hazardousmaterials, ground COIrOsion ~ and resistivity tests, including necessaryoperations for anticipating subsoil conditions, with reports and appropriate prv;:~ssrona! recommendations. Standard Form ofAgeement Between Owner andArchitect with StandardForm ofArchitect'sSenices ARTICLE 5 CONSTRUCTION 5.1 ARTICLE 1.3 TERMS AND CONDmONS COST DEFINmON 1.3.1 COST OF THE WORK 5.1.1 The ConstructionCost shall be the total cost or estimatedcost to the Owner of all elementsof the Project designedor specifiedby theArchitect. 1.3.1.1 The 6vu..tJu"tivu Cost of the Work shall be the total cost Of- to the extent the Pro_iectis not ~leted. the estimated cost to the Owner of all elements of the Project designed or specified by the Architect 5.1.2 TheCoos1nx:tionCost shall include the cost at current maIka ratesof labor and materialsfurnished by the Owner and equipmentdesigned,specified,selectedor specially provided for by the Architect,plusa reasonableallowancefor the Contractor's overheadand profit. In addition, a reasonableallowance for cootingmciesshall be includedfor market conditions at the time of bidding and for changesin the Work during construction. 1.3.1.2 The 6vu..tJl2CtivL Cost of the Work shall include the cost at cwrent market rates of labor and materials fwnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or s~sion of construction or installation I2rovided bv a s~te construction manalZer or contractor, plus a reasonable allowance for tt.~ 60 act"..s ~ overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. dmittg COI1S~,:,ti,,~. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of land, rights-of-way, finaIMimg<X" other costs which are the responsibility of the Owner as provided in Article 4. 1.3.1.3 6onstru.:-t!"L ~ Cost of the Work does not include the compensation of the Architect and ~ Architect's consultants, the costs of land, rights-<Jf-way; om!;!financing or other costs 'Wi1ich.thB!are the responsibility of the Owner. ~ ,itXd iI..;...~..icfc 4. HADOCU-.TB141 81917-19970WNER.-AP..CHrrEcr A~COMPARJSON 8 AlAaI. 01917,1997 THE AMERICAN INSrnurB OFAP..CHrrEcTs.173' NEW YORK AVENUE.N. W~ WASHlNGfON. D.C. 200>6-'292 8141-1987/97 26 Standard Form of Architect's Services: Design and Consfruction Administration 5.2 RESPONSIBIUTY FOR CONSTRUCOON COST I:replaces 1987 Subparagraphs 2.2.5, 2.3.2 and 2.4.3] 2.1.7 EVALUATION THE WORK OF BUDGET AND COST OF 2.1.7.1 When the Proiect reauirements have been sufficiently identified. the Architect shall ~ sttb..nt to the ';:;-..ner a preliminary estimate of~ 6"m.tI-ueti"b Cost of the Work. This estimate ma~ be based on current area, volwne or other tmit costs similar con~tual estimatechni~s. ~ desigJ:!m.Qgressesthrough the end of the preparation of the Construction Documents. the Architect shall update and refine the pre~ estimate of the Cost of the Work. The Architect shall advise the Owner of any adjustments to ~ous estimates of the p. emmtM] estiiiimte of SO.iSti..,,!:iv.. Cost gf the Work indicated ro: c~es in Proiect regyirments or general market conditions. If at anv time the Architect's estimate of the Cost of the Work exceeds the Owner's b~et. the Architect shall make aWQl2riate recommendations to the Owner to ad_justthe Proiect's size. ~li~ or budiet. and the Owner shall ~ate with the Architect in makini such a4iustments. 5.2.1 Ewluations of theOwner's Project budget,preliminaJy estimates of Construction Cost and detailed estimatesof Construction Cost, if any, preparedby the Architect, representthe Architecfs bestjudgment as a design professionalfamiliar with theconstructionindustry. It is recognized,however,that neither the Architect nor the Owner has control overthe cost of labor, materials or equipment, over the Contractor's methods of detennining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannotand doesnot warrant or representthat bids or negotiatedprices will not vary from theOwner's Projectbudget or from any estimateof Construction Cost or evaluation preparedor agreedto by the Architect. 2.1.7.2 Evaluations of the Owner's~ budget~ ~ ~ preliminaI:y estimatesof 6"it!O Cti"ll ~ Cost 9i the Work and .:le'...ncdmted estimatesof 6v,~tr ttetivu ~ Cost of the Work, if M'J-, preparedby the Architect -;- representthe Architect's ~ judgment as a design professional familiar with the constructionindusny. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment,over the Contractor'smethods of detennining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannotand does not warrant or representthat bids or negotiated prices will not vary from the Owner's ~ jcct budget for the Proiect or from any estimate of6"m.h-.x.ti",r ~ Cost of the Work or evaluationprepared or agreedto by the Architect. 5.2.2 No fixed limit ofCons1ructionCost shall be established 2.1.7.3 ~~o6...""; limit v~ 6v~t! tlctiOft 6v"t stmHbe csta{,.. as a condition of this Agreementby the furnishing, proposal or Ii"t.ed a" a vv..ditivu vf Ibj" :~~u.vut b] tt.v ~~.Ii~tliDe., -m::'css s~~~. establishmentof a Project budget, unless suchfixed limit has p,v!"",at O. c"tabtis~n.!cli~of a Prvj~~ '.:,11d6~~ and si~.ed '.:,J-1t~ beenagreedup<min writing and signed by the parties hereto. If :: ed In.lit ha" bee.! asreed~~ft A. ~;.-;~b1~ such fixed limit has been established,the Architect shall be pat-tics~.C!cto. If stlcbiaed Ii!-JJit~...sbee.. established; !n pennittedto include contingenciesfor design,bidding and price pre!Jaringestimatesof the Cost of the Work- the Architect escalation,to determine what materials, equipment,component shall be permitted to include contingenciesfor design, bidding systems and types of constroction are to be included in the and price escalati~ to determinewhat materials, equipment, Contract Documents, to make reasonable adjustments in the componentsystemsand typesof constructionare to be into make reasonableadjustscope of the Project and to include in the Contract Documents cluded in the Contract DoctJIDents:. mentsin the scopeof the Projectand to include in the Contract alternatebids to adjust the Construction Costto the fixed limit. Fixed limits, if any, shall be increased in the amount of an Docwnents alternate bids as may be necessm to adjust the increase in the Contract Sum occWTingafter executionof the estimated6ofts~-.xtiOft Cost of the Work to 'It.e~ed liLit. meet the Owner's adjusted budiZetfor the Cost of the Work. Contractfor Construction. F~ed lirrlits, if ""], ~haHbe invleased in 'It.~;r...o-m:.t of If an increase in the Contract Swn occwring after executionof the Contract~v. 6om xiv.. between the Owner and the Contractor causesthe bud!Zetfor the Cost of the Work to be exceeded. that budget shall be increasedaccordingjv. 27 B141-1987/97 AlA DOCUMBfT B1~1 .1987 -1997 OWNER-ARCHrrECT A~.EE-~ COMPARISON. AlAe. CI987, 1997 mE AMERICAN tNS1TrorE OF ARClUl'ECfS, 173-'NEW YORK AVENUE,N. W ~ WASIDNGfON, D.C. 21MM)6.-'292 .1 1.2.3 If tOO Bidding cxNegotiatioo~ hasnot commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the dateof sulmissioo of the Construction Documentsto the Owner and the date on which proposalsare sought. 2.1.7.4 Ifttle hidding or uegotiation Phasehas not commenced within 90 days after the Architect submitsthe Con- 6.2.4 If a fixed limit of Construction Cost (adjusted as provided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: 2.1.7.5 If a fix~ limit ,:,;:ev~tI...,tiv.. the m!4iet for the Cost of the Work ~a~jt2Sted as p.v,ided iI. St!bpMasrap~. ~ is exceededby the lowest bona fide bid or negotiated proposal,the Owner shall: s1J11ction ~wnents totheOv.ner,aftY~ ~ budget~ fixed limit ofeoltS-..:.x-tiol!~ Cost of the Work shall be adjusted to reflect changesin the general level of prices in the construction industry. ~';:;."".. tI." date vf s~t.mssion of the evwtl~tion BocmDentsto tI:." 8wnCl and the date on -;c.,,;-~ch proposalsare s~~sht. give written approval of an increasein stICh~~ gi~ \\ritten approvalof an increasein suchfixed limit; .1 .2 authorizerebiddingor renegotiatingof the Project within a reasonable time; .2 authorize rebidding or renegotiatingof the Project within a reasonabletime; .3 if the Project is abandoned,tenninate in accordance with Paragraph8.3; or .3 if tI.~ Prvject is abft!t~v.ted;tetminate in accordance with Pft!a~ap:! 8.3 Su~ara8lD!,h 1.3.8.5;or .4 cooperatein revising the Project scopeand quality as required to reducethe ConstructionCost. .4 cooperatein re\lising the Project scopeand quality as required to reducethe ev.J!i1l.~,;JC,bOft Cost~ !imit;theb.et for theCostof theWork; ~. 5.2.5 Iftlx: 0\\.1lerchoosesto proceed\U1derClause 5.2.4.4, the Architect, without additional charge, shall modify the ContractDooumt21ts asna:essaryto comply with the fixed limit, if ~b1ished as a conditionof this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishmentof a fixed limit. The Architect shall be entitled to compensationin accordance with this Agreementfcx all scvicesperformedwhether or not the Construction Phaseis commenced 2.1.7.6 If the Ownerchooses to proceedunderClause ~ 2.1.7.5.4. the Architect, without additional cbarse com!Jensation.shall modify the eod1l.aetgocumentsfor which the Architect is res~ible under this Ailfeement as necessary to comply with the ti"cd limit; if ""tabli"bcd ..~a eo;:.jitiv~ of tin" Aglecnte;:.tb1!~et for the Cost of the Work. The modification of eontraet ~documents shall be the limit of the Architect's responsibility ...isir~ vut vf tI." ta~x.,bnteL:of a tix~ limit under this Paraal:al2h 2.1.7. The Architect shall be entitled to compensationin accordancewith this Agreement for all servicesperformedwhether or not the .QODstroction Pi'Iaseis commenced. 8141-1987/97 28 ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS StandardForm ofAgreement BetweenOwnerand Architect with StandardForm ofArchitect's Services 1.3.2 6.1 The Drawings, Specifications and other docwnents prepared by the Architect for this Project are insb"uments of the Architect's service for use solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutay and other reserved rights, including the copyright. The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's Drawings, Specifications and other docmnents for information and reference in COmlection with the Owner's use and occupancy of the Project. The Architect's Drawings, SpecificatiorlS or other documents shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudged to be in default under this Agreement, except by ~ent in writing and with appropriate compensation to the Architect. [new provision in 1997 edition] INSTRUMENTS OF SERVICE 1.3.2.1 =fheDrawings, ~ifications and other docwnents& incluQinathose in electronic fonn. preparedby the Architect and the Architect's consultantsivr this Prvj~.. are Instruments of~.~ k~~:'~...s ,S:ervice for usesolely with respectto this Project.. aDd,miles" otl.~.-"rse "ro~.ided;The Architect ~ Architecfs consultantsshall be deemedthe authors and ownm of tI!ese~m!.~!.~ their re~ve Instrumentsof Service and shall retain all common law. statutoryand otherreserved rights, including the copyright!. [balance of 1987 Paragraph 6.1 becomes part of 1997 Subparagraph 1.3.2.3 below] 1.3.2.2 U!>ODex~ution of this Aareement.the Architect g[§ntsto the Owner a nonexclusivelicense to reDroducethe Archit~t's Instruments of Service solely for the uuroosesof construcUDi. usini and rnaintainiruzthe Proiect. Drovided that the Owner shall coml2l~with all obli~ations. includin~ DrOmDt l2a~ent of all sumswhen due. under this AD;reement.~ Archit~t shall obtain similar nonexclusivelicensesfrom the Architect's consultantsconsistentwith this Ai[eement. AD.Y termination of this AgIeement~or to comoletion of the Pro_i~t shall terminatethis license. U~n suchtermination. the Owner shall refrain from maJcirulfurther reoroductionsof Instrumentsof Serviceand shall return to the Architect within sevendaySof termination all ori~ls and reoroductions in the Owner's I2Qssession or control. If and u!>OD the date the Architect is ad_iud~edin default of this AlZreement.the fore~oiDg license shall be deemedterminatedand reolaced bv a second. nonexclusivelicense ~ttini the Owner to authorizeother simil~rl~ credentialeddesiiJ) orofessionalsto [e1)Ioduceand. where ~tted Q,ylaw. to makec_es. co~tions or addihOOStothe InStrumentsof Servicesolelvfor ouroosesof £Qml11_- usini and rnaintainiruzthe Proiect. 6.2 Submission or distribution of docwnentsto meet official regulatory requirementsor for similar pmposes in connection with the Project is not to be construedas publication in derogation of the Architect's reservedrights. rfr~ IAct ~D ~ ft' _0 1Ga7 ow_- D 0 g-~.g &' v.. auuycJ & [new provision in 1997 edition] 1.3.2.3 Ex~t for the licenses arBDtedin Su~gral!h 1.3.2.2.no other license or nullt shall be deemed granted or illmlied under this Ai1:eement. The Owner shall not assiino deleaate.sublicense.121edae or otherwise transfer any license granted hereinto another~ without the l!rior written a~ ment of the Architect. However. the Owner shall be ~tted uirementsor tm siInliar purposesin coonectimiwith the roject is not to be construedas publication in derogation of the 2Atrcmteet's reservedrights of the Architect and the Archttect's consultants. Tne m"mt t'" B mgs; SpeemeatiJMc.cd1~~ dcctlments~ shall not be UDed'u] &." 8 v. c&.~." v.. ctt!CIp,vJ~~' use the Instrumentsof Servicefor ~ additions or alterationsto this Projector for ecmplcticft cf this P .vj t b] v&.".", other proiects.lmless the 2Atr~~teet is adjndsed tv beiI. de::..ttlt~de. ttri~ :~ ~ t, ~~eeptb:y~ obtainsthe 12rior\'tTitten agreementiI. ...itins aud..ith ayy.cp.i..t" VVAllpe.rsaticl! tc ~:.c~ Architect and the Architect's consultants. AnX unauthorizeduse of the Instruments of Service shall be at the Owner's sole risk and without liabili!'y to the Architect and the Architect's consultants. 1.3.2.4 Prior to the Architect movidiruz to the Owner any Instrumentsof Service in electronic form or the Owner movidinS to the Architect anv electronic datafor ing.QI12Qration into the Instrumentsof Service.the Owner and the Architect shall m: s~ate written ai[eement set forth the svecific conditions governing the format of such Instrumentsof S~ce or electronic data. inclugms anv sveciallimitations or licenses not otherwise~ovided in this Agreement. 1.3.3 CHANGE IN SERVICES [1.3.3.1] [1997 provision appears above, opposite 1987edition Paragraph 3.1) [new provisions in 1997 edition] [new provision in 1997edition] 1.3.4 MEDIATION [new provision in 1997edition] 1.3.4.2 The Owner and Architect shall endeavorto resolve claims. diSDutesand other matters in auestion between them bv mediation which. unlessthe oorties mutualIXa~ otherwis~. s!l§ll be in a~rdance with the ConstructionIndus~ Mediation Rules of the American Arbitration Association currentlx in effect. Re~st for mediation shall be filed in writiruz with the other Dartvto this Aareementand with the American Arbitration Association. The reQYestmax be made concurrentlYwith the filinll of a demandfor arbitration but- in such event mediation shall oroceedin advanceof arbitration or lellal or eauitable oroceedinas.which shall be staved~dinll mediation for a oeriod of 60 daxsfrom the dateof filiniunless stavedfor a lonller ~od bv a~t of the uarties or court order. 1.3.4.3 [new provision in 1997edition) filing fees e~ilv.. jurisdiction thereof. ARTICLE 7 1.3.5 ARBITRATION ARBITRATION [new provision in 1997 edition] 1.3.5.1 Anv claim. disI2ute or other matter in ~tion arising out of or related to this Agreement shall be sub_iectto arbitration. Prior to arbitration. the I2!!tlies shall endeavor to resolve disputes bv mediation in accordance with Paragral1h U...4. 7. 1 C~, disputesor other matters in questionbetweenthe parties to this Agreement arising out of or relating to this Agreementor the breachthereof shall be subjectto and decided by arbitration in accordancewith the Construction IndustIy Arbitration Rules of the American Arbitration Association currently in effectunlessthe parties mutually agreeotherwise. [first sentence of 1987 Paragraph 7.2 becomes last sentence of 1997 Subparagraph 1.3.5.2] [balance of 1987 Paragraph 7.2 unchanged] 31 8141-1987/97 1.3.5.2 Claims, disputesor other matters in question between the parties to this ~glee!I.~.!t arising Outof v. .elating tv riD" Agree.nent vi 1ti.~breachtbereofthat are not resolved~ mediation shall be St2'uj~~to and decidedby arbitration ~ unless the l1artiesmutualh: agreeotherwise. shall be in accordance with the Construction IndustIy Arbitration Rules of the American Arbitration Association currently in effect.. tmless ri... p...ti.." ...utnaH, se,'eeo~..r~is... Demand for arbitration shall be filed in wri1illi with the other I2~ to this AgJOeernentand with the American Arbitration Association. 1.3.5.3 Be, d ."", mbitlgti"u "hall ~ filed in "..itiftS~~itJ! d", "d"" Y"'~] to dri,,: .e-.eeJ.".,t~td~.itb 1t.~" .lLeri~:. Atbitlati"i! Aossoeiati"... A ~d for arbitration shall be made within a reasonableamountof time after the claim. disputeor other matter in questionhas arisen. In no event shall the demandfor arbitration be made after the datewhen institution of legal or equitable proceedingsbasedon such claim. dispute or other matter in questionwould be barred by the applicable statuteof limitations. AlA DOCUMENT81.1 .1917.1997 OWNER-AP..CHrrEcrA~ COMPARISON. AIA*. CI917, 1997 mE AMERICAN INSTmJrE OF AP..CHrrEcrs, 173-' NEW YORK AVENUE.N.W. WASmNGfON, D.C. 2~-'Z92 7.3 No aIbi1rationarising out of or relating to this Agreement shall include, by consolidation,joinder or in any other manner, an additional person or entity not a party to this Agreement, exceptby Mitten consentcontaining a specific referenceto this AgJa-mentsignedby the~, Architect, and any other person or entity soughtto bejoined. Consentto arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, disputeor other matter in question not described in the written consentor with a person or entity not nanm cx descritm ~ Thef<Xegoingagreementto arbitrate and other agreementsto arbitrate with an additional person or entityduly C<X1sented toby the parties to this Agreement shall be specificallymf<Xcmblein accordancewith applicable law in any court havingjurisdiction thereof. [unchangedfrom 1987Paragraph7.4] 1.3.5.4 No arbitration arising out of or relating to this Agreement shall include, by consolidation., .QIjoinder or in any other manner,an additional person or entity not a party to this Agreement, except by written consentcontaining a specific referenceto this Agreement~ signed by the Owner, Architect, and any other person or entity soughtto be joined. Consentto arbitration involving an additional personor entity shall not constitute consentto arbitration of any claim, dispute or other matter in question not describedin the written consent or with a personor entity not named or describedtherein. The foregoing agreementto arbitrate and other agreementsto arbitrate with an additional person or entity duly consentedto by the parties to this Agreement shall be specifically enforceable in accordancewith applicable law in any court having jurisdiction thereof. 1.3.5.5 The award renderedby thearbi1I'at()j'orarbitrafOl'Sshall be final, and judgment may be enteredupon it in accordance with applicable law in any court having jurisdiction thereof. 1.3.6 (new provision in 1997 edition] 1.3.6.1 The Architect and the Owner and Architect waive conse<!Uential damagesfor claims. disputes or other matters in gyestion arising out of or rela!ina to the A~ent. Thi§ mutual waiver is al11!licable.without limitation. to all consequential darnaaesdue to either ~~s temlination in accordance with ParaSla~h1.3.8. 1.3.7 [1997 provisions appear below, opposite 1987 edition Article 9] ARTICLE 8 CLAIMS FOR CONSEQUENTIAL DAMAGES MISCELLANEOUS PROVISIONS [1.3.7.1 -1.3.7.9] 1.3.8 TERMINA nON OR SUSPENSION TERMINATION, SUSPENSIONOR ABANDONMENT [from 1987Paragraph8.4below] 1.3.8.1 Fanme ofJithe Owner mil.§.to make paymentsto the Architect in accordancewith this Agreement-suchfailure shall be consideredsubstantialnonperformanceand causefor termination. or- at the Architect's ~tiOll- causefor sus~ion of ~ormance of servicesunder this A2reement. ~ DOC\MBfT 8141 .1987 -1997 OWNER-AllCHrrECTA~ COMPARJSON.AlAC> .01987, 1997 mE AMElUCAN msnrum OF AllCHrrECTS, 1m NEW YORK AVENUE,N.W~ WASHlNGroN, D.C. 20006-3292 8141-1987/97 32 [from 1987 Paragraph 8.5 below] 8.1 This Agretment may te tamina~ by ei~ f8ItY upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of ~ f8ItY initiating the termination. If the ':;-;'L~i ~~m to ~e pal"meLt~~~n': th" ~"hi1e(,~ ~vr sei-yi~ altOeh~"ses, the Architect mal., u~u ~ to sus~d services.mor to sus~ion of services.the Architect shall ~ve sevendays'written notice to the Owner~ ; "t2St""uO ~~",manee ~~se.-.ices1m0e1this Agr~..t: ~ Ie!" pa,ment in ~.lHis recei~.~ 'vl the .'ucbitcet ..ithift "",."u OslSoftbe Ostev~1t.~nvhcc, the smpensionshaH~~ e':;.~t "i1t.v~~ ."... ~~er uvhce. In the eventof a suspensionof services, the Architect shall haveno liability to the Owner for delayor damagecausedthe Owner becauseof such suspension of services. Before resYmiDi services.the Architect shall be I2Bidall sums due wor to s~ion and any e~es incurred in the inteffill!tion and resuml!tion of the Architect's services. The Architect's fees for the remainini servicesand the time schedulesshall be eQ!Ytablvadjusted. [unchanged; becomes 1997 Subparagraph 1.3.8.4 below] 8.2 If ~ Proj~ is suspended by the Owner for more than 30 ~ve days, ~ Architm shall te compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Architect's services. 1.3.8.2 If the Project is suspendedby the Owner for more than 30 consecutivedays,the Architect shall be compensated for servicesperformedprior to notice of suchsuspension. When the Project is reswned,the 2Atr~~teet' S ;:('iTipc:.nS2&bvL ~baH~ "'ittltabt] ..':~t2Sted to pro-.-:.de Architect shall be com~ated for expensesincurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining servicesand the time schedulesshall be eauitablv adjusted. 8.3 This Agreerrx:ntmay 00 terminatOO by the Owner upon not less than sevendays' written notice to the Architect in the event that the Project is permanently abandoned. If the Project is abandooedby the O\Jf1ler for more than 90 consecutivedays,the Architootmay taminate this Agnuneot by giving written notice. 1.3.8.3 7';'~ ~""u.,,~t ~-] ~ te.miDatedb] the ~;...~I upv'. .."t t,,~~tI~ ~".~~ da,~';..i-:~11 Ilobee~':'1t.~..~e~.:.~~~ 1ftthe "."lIt that g.v P ."~",,t i~Y'".~~..tt, ..bmJ"l.~. If the Projectis ':olred b, 1t.eG-;.~er sus~ded or the Architect's servicesare SUSDended for more than 90 consecutive days,the Architect may tenninate this Agreementby giving not less than sevendayS'written notice. (becomes first part of 1997 8.4 Failure of the 0wI1a" to make payments to the Architect in a~ with this Agreement shall be considered substantial nonperfonnance and cause for termination. 8.5 If the ~ fails to make ~ wlE1 due the Architect for services and expenses, the Architect may, upon seven days' written notice to the Owner, suspend perfonnance of services wm dris Agn'Jement Unless payment in full is received by the AIclIi~ within ~ days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. [unchanged; from 1987 Paragraph 8.1 above] Subparagraph1.3.8.1above] [becomes second part of 1997 Subparagraph 1.3.8.1 above] 1.3.8.4 This Agreement may be terminatedby either party upon Dotless than sevendays' written notice should the other party fail substantially to perfOl'Ulin accordancewith the temlS of this Agreementthrough no fault of the party initiating the tennination. [new provision in 1997 edition) 33 8141-1987/97 1.3.8.5 This ~t mav betennina~ bv ~ ~er ~ not ~ se~ davs' ~~ notice to the Architect fOr the Owner's convenienceand without cause. 8.6 In ~ evalt of terminatioonot ~ fault of the Architect, the Architect shall be compensatedfor servicesperforDledprior to tmnination,~ with Reimbursable Expenses thendueand all Termination Expensesas defined in Paragraph8.7. 8.7 TelminationExpensesare in addition to compensationfor Basic and Additional Services,and include expenseswhich are diIectJyattn"butableto termination. Termination Expensesshall becomputedasa percentageof the total compensationfor Basic Sa:vicesand Additional Servicesearnedto the time of tennination, as follows: .1 Twenty ~ 1.3.8.6 In the eventof termination not the fault of the Architect,the Architect sball be compensatedfor ~ces performed prior to temrination, togetherwith Reimbw-sableExpenses then due and all Tennination Expensesas defined in Paragraph8. ~ Clause 1.3.8.7. 1.3.8.7 TeIn1inationExpensesare in addition to compensation for Basic and .'~Jditi~~1 ~. _i , the ~ces of the Architect and include expenses-i,m,;,~t MCdirectly attributable to temrination for which the Architect is not otherwise coDl~ated. Dlus~ amountfor the Architect's anticimted ~fit on the valueof the servicesnot oerfonned bv the Architect. TC.;:.rim.tiOft Ex{K.~v~ ~baHt,c ~UA1'~ted-g 1""'.""..ta~" vf thc t~~1 co.'LtX-rrsatio.. ~v. B_rv Se. ,i aftd *dditivUAI S~;:-,~ccs ~~x to thc time ~~t,;,.mmativ...g" ~vHv..". oft1ie~ ~tionf(jf~icafid --- Additiooal Serviceseanm to dateif tennination occurs before or during the predesign, site analysis,or Schematic Design Phases;or .2 .3 aL':: .A~jditi;,&1aiSe;:-;ices C81~edtc date ift".minativ.. OCCIttS ~::;,.e or dltting ~~ p.ed""iglt, "ite IJ"i", or ~tematie Besiglt :"""""'" VA Ten percentof the total compensationfor Basic and A~ti~ Ser\'ices~ to dateif tennination occurs during the Design DevelopmentPhase;or .2 Five percentof the total compensationfor Basic and A~tional ~ces eamOO to dateif tennination occurs during any subsequentphase. .3 ~:l~r:~u~~;.~:~L-:~r::::~~~':':~~;u ARTICLE 9 MISCELLANEOUS PROVISIONS i~u ~~ceu~cfthc tctaicompc.t:.ati,;,u ::". ~...,!" d ,..~ti;:,~ .CCC~~ :k;;:-.~ces;:m:L~ ~v date ifte.miftati"ll d~~.uStl!c Besiglt Be-;civyu!cut :"""""'" v. J cccms ~w~.uSaL]-st!bSC'i~L~phase. 1.3.7 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be governed by the law of the principal place of business of the Architect. 1.3.7.1 ~nlcss o3i~.y;isc pio,ided, l1ris Agreement shall be governedby the law of the principal place of businessof the Architect. \miess otherwiseorovided in ParagI:!!'h 1.4.2. [unchanged from 1987 Paragraph 9.2J 1.3.7.2 Terms in this Agreementshall have the samemeaning as those in AIA DocumentA201, GeneralConditions of the Contractfor Construction, CUIJentas of the dateof this Agreement. 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have aooruai and ~ awlicable statutes oflimitatioDS shall commence to nm not lau than ei1iX2'the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion, or ~ dateof i8Sua1X1e of ~ final Cmificate for Payment for acts or failures to act occwring after Substantial Completion. 1.3.7.3 Causesof action betweenthe parties to this Agreement pertaining to actsor failW'eSto act shall be deemedto have accruedand the applicable statutesof limitations shall commenceto IUDnot later than either the dateof Substantial Completion for actsor failW'esto act occurring prior to Substantial Completion '";-or the date of issuanceof d1efinal Certificate for Paymentfor acts or failW'esto act occun'ing after SubstantialCompletion. In no event shall such statutesof limitations commenceto IUDanv later than the datewhen the Architect's servicesare substantiallvcoIn!>leted. ~~TB141 .19a7-19970WNER-AR.CHn'F.cr A<Il.EEMENrCOMPAlUSON. AlAe .Cl9a7,l997 nmAMERlCANlNSmumOFARC1IrI'ECI'S,lmNEWYORKAVENUE.N.W~ WASmNGroN,D.C. 20006-~292 8141-1987/97 34 9.4 The OMler and Architect waive all rights against each other and against the contractors, consultants, agents and employeesof ~ otl¥:rfcx damages,but only to the extentcovered by propf:rtyinsuranceduring construction, exceptsuchrights as the}rmay haveto~ proceedsof soohinsurnnceas setforth in the edition of AIA Docwnent A20 I, General Conditions of the Contmct for Construction, CUI1'eDt as of the dateof this Agreement. The OW11erand Architect each shall require similar waivers from their contractors,consultantsand agents. 9.5 The Owner and Architect, respectively,bind themselves, their partners,successors, assignsand legal representativesto the other party to this Agreementand to the partners, successors, assignsandlegalreJXe8entatives of suchother party with respect to all cova1antsof this Agreement. Neither Owner nor Architect shall assign this Agreement without the written consentof the other. 9.6 This Agreement represents the entire and integrated agrooment betweenthe Owner and Architect and supersedesall prior negotiations,representationsor agreements,either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. 1.3.7.4 To the extentdamaaesare coveredm: ~ insuranceggrina construction..the Q\J,uerand ~ Architect waive all rights againsteachotherand against the contractors,consultants,agentsand employeesof the other for damages,bI2t onl, to the e~~r.t C(J-;e!ed 'v] prop;,~ msm.!r.~ ct...iDg"""s ~1ivu, exceptsuch rights as they may haveto the proceeds of suchinsuranceas set forth in the edition of AIA Document A201, GeneralConditions of the Contractfor Construction, CUIrentas of the date of this Agreement The Q\J,uerand Architect as a!'!'l"opnate.each shall require similm "aiy~.s frv... ~~ir ~ contractors,consultants~and agents~ em~lo~eesof any of them similar waivers in favor of the other ~arties enumeratedherein. [becomes 1997 Subparagraph 1.3.7.9 below) [becomes 1997 Paragraph 1.4.1 below] [unchangedfrom 1987Paragraph9.7] 1.3.7.5 Nothing contained in this Agreement shall createa contractualrelationship with, or a causeof action in favor of a third party againsteither the Owner or Architect. 9.8 Unless ~ providOOin this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, lX'eseD<:e, handling, removal or disposal of or exposw-e of persons to hazardous materials in any fonn at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any fOml at the Project site~ , mcl1JCi1:.e: !,ttt ft~~ m.ri~~ tv a~l,e~tv~, I,e~tv~ y.~l!Cts, pol,cblo.ilmted !'iY~"""JI (FeB~ v. v~w. toxic satsm:.~s. 9.9 The Architoot shall have d1eright to incltxie representations of the design of the Proja:t, including photographs of the exterior and interior, among d1eArchita:t's promotional and professional materials. The Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advisal the Architect in Miting of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in d1epromotional materials for the Proja:t. 1.3.7.7 The Architect shall have the right to include 1lh.Q!Q: i[auhic or artistic representations of the design of the Project-; ift...lading y~vt~ay~.., vftbe cJ(;..;..io..lL~ a.1t.ii.:.r, among the Architect's promotional and professional materials. The Architect shall be iiven reasonable access to the comDI~ Pro~iectto make such reoresentations. However. the Architect's materials shall not include the Owner's confidential or proprietaIy information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect Vll d2" vv...,tll!CbVll sigrt and in the Owner's promotional materials for the Project. 35 8141-1987/97 ~~TB141 8 1917-19970WNF.1l-AR.CIm'ECIA~COMPARISON 8 AIAe8CI917,l997 mE AMERICAN rn8TmJrE OF AR.CIm'ECIS, 1735NEW YOIlK AVENUE, N. W~ WASIDNGfON. D.C. 2<KMJ6.5292 [from 1987Paragraph4.11 above] [from 1987 Paragraph 9.5 above] 1.3.7.8 If the Owner reaueststhe Architect to executecertifi~e proposedlanguageof §ygIl certificates shall be submitted to the Architect for review aDdCippiO-yst at least 14 days prior to the re~sted dates of execution. ~ G-nn... shaH...Jt rc'i.Jf-stcertifiesti~ The Architect shall not be remliIed to executecertificates that would require knowledge, or services.or res~ibilities beyond the scopeof this Agreement. 1.3.7.9 TheOwner and Architect, respectively,bind themselves,their partners, successors,assignsand legal representatives to the otherparty to this Agreementand to the partners, successors,assignsand legal representativesof suchother party with respectto all covenantsof this Agreement. Neither ~ Owner nor~ Architect shall assign this ~ent reguired to facilitate suchassi~ent. TERMINATION OR SUSPENSION [1.3.8.1 -1.3.8.7] [1997 provisions appear above, opposite 1987 Article 8] 1.3.9 ARTICLE 10 PAYMENTS TO THE ARCHITECT PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct PersonnelExpense is defined as the direct salariesof the Architect's personnelengagedon the Projectand theportiooof the oostof theirmandatoryand customarycontributions and benefitsrelated thereto,suchas employmenttaxesand otm statutorymlployoo~ts, insurance,sick leave,holidays, vacations,pensionsand similar contributions and benefits. [first sentence from 1987 Subparagraph 10.4.1 below) [second sentence from 1987 Subparagraph 10.5.1 below) 10.2 1.3.9.1 Paymentson acco\mtof servicesrenderedthe r\1-.;;~.i..."",t's~dd!tivi1ai Sc..-ieesand for ReimbursableExpenses incuned shall be made monthly upon presentationof the Architect's statementof services~."..Je1edm cxpemesm- cmred:: No deductionsshall be made from the Architect's compensationon acco\mtof penalty, liquidated damagesor other swns withheld from paymentsto contractors,or on acco\mtof the cost of changesin the Work other than those for which the Architect has beenfmmd ad_i~ed to be liable. REIMBURSABLE EXPENSES 10.2.1 Reim~ble ~ are in aIkiitioo to IXmpensation foc Basicam A<klitiooalServicesand include expensesincurred by ~ AIclli~ am AIcllita:t's cnployees and consultantsin the interestof the Project,as identified in the following Clauses. ~~T8141 [becomes 1997 Subparagraph 1.3.9.4 below) 1.3.9.2 ReimbmsableExpensesare in addition to compensation for Basi" ': :~dditi,;,.u.fSe;:-.~ces the Architect's services and includeexpensesincurred by the Architect and Arohitect's employeesand consultantsill the illterestof directlv relatedto the Project,as identified in the following Clauses~ .1917-19970WNF.R.-AllCHrrEcrA~COMPARISON. THEAMERICANINSTn"UrEOf ARCHrmcrs.l73' AlAe. C1987,l997 NEW YORK AVENUE, N.W~WASmNGfON,D.C. ZCXMJ6-,m 8141-1987/9736 j .1 Expense,,1"transportationin connection with the Project;~"t"',:"",,~in c(!lmccti,,!i 'ftith authorizedout- 10.2.1.1 Expenseof transportationin connectionwith the Project; expenses in connection with authorized out-of-town travel; long-distanceCOImnunications; and feespaid for securing approvalof authorities havingjurisdiction overthe Project. of-towntravelandsubsistence. andelectronic;Iqcti~.atice communications;. .2 and feespaid for securing approval of authorities having jurisdiction over the Project:. 10.2.1.2 Expenseof reproductions, postageandhandlingof Drawings,Specifications andotherdocuments. .3 E,,~ftSe of reproductions,12lots.standard foml documm. postage.and handling and deliverYof lmD: moots of Service: B...w~, Speeineatio..s;rJ:.~ v~er d~mD~u~. 10.2.1.3 If authorized in advanceby the Owner, expense of overtime work requiring higher than regular rates. .4 If ..utl..".~ in ud x. ~J d!e C-; ~r, expense of overtimework requiring higher than regular rates if authorizedin advancebv the Owner: 10.2.1.4 Expt2)8eof renderings, models and mock-ups requested .5 Expense,,::renderings,models and mOOk;;~Ie;;-questedby the Owner:. by theOwner. .6 e~se of mofessionalliabilitv insw-ance~~ted exclusiveb:to this Protector the ~e of additional insurancecoverageor limits , ~"ibdiftg pro::~s~ "i" i tiubm~ msm~;x;, requestedby the Owner in excessof that normally carried by the Architect and !h£ Architect's consultants:. 10.2.1.5 Expense of additional insw-ance coverage or limits, including {X"Ofessiooalliability insur8IK:e,requested by the Owner in excessof that normally caIried by the Architect and Architect's consultants. [not included in 1997 edition] 10.2.1.6 Expenseof computer-aided design and drafting equipment time whenusedin connection with theProject. [new provision in 1997 edition] [new provision in 1997 edition) 10.3 PAYMENTS SERVICES ON ACCOUNT reimbursable exuensesas desimated in Para2rauh .8 other similar direct Proiect-relatedeJrnenditures. Ui OF BASIC 10.3.1 An initial JXiymeDtas set forth in Paragraph 11.1 is the minimwn payable under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. 10.3.3 If and to the extent that the time initially established in Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 11.3.2. 10.3.4 When compensation is based on a percentage of ConstnK:tion Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiatOOproposal, oc (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project .7 [becomespart of 1997Paragraph1.5.7below) [becomes part of 1997 Paragraph 1.5.7 below] [becomes 1997 Paragraph 1.5.9 below] [not included in 1991 edition) 10.4 PAYMENTS ON ACCOUNT OF ADDmONAL SERVICES 10.4.1 Payments on accomlt of the Architect's Additional Sa:vicesand focReimb\nosable Expensesshall be made monthly UJXXlpresentati 00 of ~ AIclritect'ssta~ of servicesrendered [becomes first sentence of 1997 Subparagraph 1.3.9.1 above] or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's COOJPen8atioo 00 aax>untof penalty,liquidated damagesor other sumswithheld frcm ~~ts to cootractors,or on aCCO\JIlt of the cost of changes in the Work other than those for which the Architect has beenfO\JIldto be liable. 10.8 (becomes second sentence of 1997 Subparagraph 1.3.9.1 above] ARCHITECT'S ACCOUNTING RECORDS 10.8.1 Records of ReimblD'sable Expenses and expenses pataiDjng to Additional Servicesand servicesperformed on the basisof a multiple of~ Pm<XmelExpenseshall be available to ~ ~ oc~ ~s auth<x1zai~tative at mutually convenienttimes. [from 1987 Paragraph 10.1.1 above] 1.3.9.3 Recordsof ReimbursableExpenses2f and expenses pertaining to AJditi"m.t Se..iees a C_es in Services.and gf servicesperformedon the basis of hourI):rates or a multiple of Direct PersonnelExpense shall be available to the Owner or the Owner'sauthorizedrepresentativeat mutually convenient times. 1.3.9.4 Direct PersonnelExpenseis defined as the direct salariesof the Architect's personnelengagedon the Project and the portion of the costof their mandatory and customary contributions and benefitsrelated thereto, such as employment taxes and other statutory employeebenefits, insurance,sick leave,holidays, vacations,pensions~lovee retirement Dlans and similar contributions. aDd~Detit!. ARTICLE 1.4 1.4.1 [from 1987 Paragraph 9.6 above] SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDmONS Enumeration of Parts of the AGreement. This Agreement represents the entire and integrated agreement between the Owner and Architect and supersedes all prior negotiations, representations or agreements, eitherwrittenor oral. This Agreementmay be amendedonly by written instrument signedby both Owner and Architect. The Aarmnent comprisesthe documentslisted below. [new provision in 1997edition] 1.4.1.1 StandardForm of AareementBetween Owner and Architect AlA Document B 141-1977. [new provision in 1997 edition] 1.4.1.2 StandardFonn of Architect's Services:Desi2Il and Contract Administration Services-AlA DocumentB141-1997. [new provision in 1997 edition] 1.4.1.3 Otherdocuments asfollows: fli.ft other document!. if anv forminp nart of the Apreement.J [replaces 1987Article 12 below] 1.4.2 S~ial Terms and Conditions. S~ial terms and conditions that modify this Agreementare as follows: AlA DOCU8NT 8141 .1917.1991 OWNER.-AB.cImECT~ COMPARISON. AIAj8) .CI917. 1991 mE AMER.ICANnolSTnUrE OF AR.CHrrEcrs. 173' NEW YORK AVENUE,N.W. WASHINGfON. D.C. 2(MM)6.'292 8141-1987/97 38 ARTICLE 11 ARTICLE 1.5 BASIS OF COMPENSATION COMPENSATION TheOwnershall compensate the Architectasfollows: 11.1 ANINmAL PAYMENTof Dollars ($ ) shall be made upon executionof this Agreementand credited to the Owner's accountat final payment ~,.-~.~.-D"~I~ 1 I~ ~p..~a IIVA ~vmr~A~" [becomes part of 1997 Paragraph 1.5.7 below) .r I.~.I.""'..ft~8cI~ATlnU "vmr~I~~""IVI~ 11.2.1 FOR BASIC SERVICES,as descritX1d in Article 2, and 1.5.1.1 r:~~ BASle SER'.TleES, For the Architect's services any od1erservicesincludedin Article 12aspart of Basic Services, as described 1ft ~ Article 1..4.~, su'-: M.]- v1ter se..-ices Basic Compensationshall be computedas follows: it-.elttded in E~~..ieleiz as pil1~ofBQ~r" Se. vr"",,~,BQ~r" QOD1peI1(Insert basis of compensation, including stipulated sums, multiples or gabonshall be computedas follows: percentages, and identify phases to which particular methods ofcompensation apply, ifnecessary.) 11.2.2 Where compensationis basedon a stipulated swn or percentageof Construction Cost, progress paymentsfor Basic Servicesin eachphaseshall total d1efollowing percentagesof the total Basic Compensationpayable: [not included in 1997 edition] (Insertadditionalphasesas appropriate.) SchematicDesign Phase Design DevelopmentPhase: Construction DocumentsPhase: Bidding or Negotiations Phase: ConstructionPhase: Total Basic Compensation: 11.3 COMPENSAnON SERVICES percent( percent( percent( percent( percent( %) %) %) %) %) one hundred percent(100%) FOR ADDITIONAL 11.3.1 FOR PROJECT REPRESENTAll0N BEYOND BASIC SERVICES,as describedin Paragraph3.2, compensation shall be computedas follows: 39 8141-1987/97 [not included in 1997 edition] -.A DOCUMENT 8141 .1917 -1997 OWNEP...AB.CHrrEcrA<aEEMENr COMPARJSON.~. 01917, 1997 nm AMEtUCAN INSTn"UrE OF ARCHrI'F.CTS,173~NEW YORK AVENUE, N.W~ WASHINGfON, D.C. ~~292 11.3.2 FOR ADDmONAL SERVICES OF mE ARCIn1.5.2 FeR ,A :;;:;fR8t~:,.:.. :::='. -:eES 8F Hffi ; ~eHTECT, as describedin Articles 3 and 12, other than (1) Addi- ~e~~ .;.s.des~ibedin :..tivlv~ 3 d I~, ~tbv. dtm tt, :"JditimJalProjootRqresentation,as describedin Paragraph3.2, and tic~-~;:;J~t R':'.l"'.v~..tat!~...~~de~v.ibedin P"'G~~;;" 3.~, (2) ~ces included in Article 12as part of Basic Services,but ~.d t~?sc;-.-:eesiLultldedin :.. t!ulu ~~ ~~y~ t ~: ~-a..;ieSe.excluding services of consultants. compensation shall be -':~~'- bt!t u~vll2difte~u. .i_~ ~f ~~ttltaftis, ~"'Y"""'Gti~.. computedas follows: shaHbe ;x,1Ly~tedu~:~H~..". If the servicesof the Architect (Insertbasisofcompensation, includingratesand/ormultiplesof Direct are charuzedas describedin SuooarallTanhI 3.3. I.-the ArchiPersonnelExpenreforPrincipalsandempioyees, andidentifyPrincipaisand tec!'scomnensationshall be adjusted Such adjustment shall classify employees, if required.Identify specificservices towhichparticular be cal.c~at_~as g~scri~ below or_if no metllod ofa~ methodsofcompensation apply,if necessary.) men! is indicated in this ParallTanh1.5.2. in an mtable manner. (In.fert ba.fi.f of compen.fation, including rate.f and m multiple.f ofDirect Per.fonnel Expen.fe for Principals and employee.f, and identi.6' Principals and clo.f.fW employee.f,if required. Identi.6' .fpecific .fervices to which. particulor methodsofcompensationapply., if "eee"d',..) 11.3.3 FORADDmONALSERVICES OFCONSULTANTS, 1.5.3 including additional structmal, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12as part of Additional Services, a multiple of ( ) times the amounts billed to the Architect for suchservices. (Identi/j1specifictypes ofconsultantsin Article 12. if required.) feR: ,A :;;BfR::;; ~,A ~ SER',":eES ::;;: e::;; iS~~"::"A ";ffS, ~~ltldinS s':Jibvml ~1It2vt~ul,AAAh8IUcaI d elec1l.icale,!Sinec,it~ ~~A.i~ ~d tbv~~YAv.ided tm':", S"'v~uPt"Y:' 3.4.19 v, id~'Atitiedin :~b~l~ I~ u~y...t vf Admb"i...1 Se!-.iee~,For C~es in Servicesof the Architect's consultants.comnensationshall be COInDuted as a multiple of ( ) times the amountsbilled to the Architect for suchservices. ,:"-,';'I::J~.;yeeifte:Jr-- -J~ 11.4 il_..I- i.. .f.I:_le ..:. .~~. ~'1-:. ; REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES,as describedin Paragraph 10.2,and any other items included in Article 12 as ReimbursableExpl'J)Ses, a multiple of () times the expenses incurredby the Architect, the Architect's employees and consultantsin the interestof theProject. 1.5.4 f~~ ~~.tB~':'..S: ~~ E~HJB~SES,For reimburs- able e~es as described in Par..grSyh le.% SuPJ2/!mgra!>h u,u, and ~J- ~1i:.eritems it~ltIded it. ~ti"l" I~ as Reimbursable Expenses, the COInDensationshall be COffil2Utedas a multiple of () times the expenses incUITed by the Architect, ,mg the Architect's employees and consul- tants. in 1i:.~ittte.estv."dt,,::'.vj""t. [new provision in 1997 edition) [from 1987 Subparagraph 11.5.3 below] 11.5 ADDmONAL 1.5.5 Other ReimbursableExuenses-if anv-are as follows: 1.5.6 The Architect's ratesand multiples set forth :::vrAdditionai Se.-.iee..in this ~ent shall be cnlLmLii:;. adjustedin accordancewith normal salaryreview practicesof the Architect and the Architect's consultants. PROVISIONS 11.5.1 IF mE BASIC SERVICEScoVeIaiby this Agreement have Dot beencompletedwithin ( ) months of the date hereof, through DOfault of the Architect, extensionof the Architect's servicesbeyond that time shall be compensatedas provided in Subparagraphs10.3.3and [becomes 1997 Paragraph 1.5.9 below] 11.3.2. NA DOCUMENT 81.1 .1987 -1997 OWNER.-ARCHrrEcr ~ COMPARISON. AlACIJ.CI987, 1997 mE AMERICAN INSmurE OF ARCHrrEcrs, 173' NEWYORK AVENUE.N. W~ WASIDNGfON,D.C. 20006-'292 8141-1987/97 40 1.5.7 [from 1987Paragraph11.1 above) [from 1987Subparagraph 10.3.1 above] [from 1987 Subparagraph 10.3.2above] [unchanged from 1987 Subparagraph 11.5.2] M.~~.i\L:-A~.~H An initial ~YJDentof Dollars ($ ) shall be made upon executionof this Agreement and is the minimwn pavmentunder this Ag;reement 1!B!! ~ creditedto the Owner'saccountat final payment A!. imtial}'Q}..."..t a" set fvl-drm ParaglayL i i. i is the miDimt2ml"'}Qti" .tt.Jt,r this : tgI;:('lL~r.~ Subsequent payments for Basic §er\/ices shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in SubpMftSf4L i i .~.~. this A~ent. 1.5.8 Paymentsare due and payable ( ) daysfrom the dateof the Architect's invoice. Amounts unpaid ( ) days after the invoice date shall bear interest at the mte enteredbelow, or in the absencethercOfat t.~elegal rate prevailing from ti.'1leto ti.tne at the principal place of businessof the Architect (Insertrat~ ofinterestagreedupon.) (Usury lawsand requirementsunderthe Federal Truthin Lending Act, similar stateand local consumercredit lawsand other regulationsat the Owner'sandArchitect'sprincipal places ofbusiness,the location ofthe Project and elsewheremayaffectthe validity of thisprovision. Specific legal adviceshouldbe obtainedwith respectto deletionsor modifications, and also regarding requirementssuchas written disclosuresor waivers.) 11.5.3 The ratesandmultiples setforth foc Additional Services shall be annually adjusted in accordancewith normal salary [becomes 1997 Paragraph 1.5.6 above] reviewpracticesof the Architect [from 1987Subparagraph11.5.1above] ARTICLE 12 OTHER CONDITIONS 1.5.9 ~ =RffiB~Sle SER'.~eES If the servicescoveredby this Agreementhave not beencompleted within ( ) months of the date hereof, through no fault of the Arclritect, extensionof the Architect's servicesbeyond that time shall be compensatedas provided in S"'v.,...Q~QY;'"18.3.3 aDd t+:HParaiIa~h 1.5.2. [replaced by 1997 Paragraph 1.4.2 above] OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensa6on and modncaoons to the payment and compensa6on terms included in this Agreement.) This Agreemententeredinto as of the day and year first written above. OWNER (Signature) ARCmTECT (Si~ture) (Signature) (Signature) (Printednameand title) (printednameand title) 41 8141-1987/97 AlA DOCUMENT 8141 .1917 -1997 OWNEB.-AP.CHIrEcr AcaEEMENI' COMPAJ.JSON.AIM. 01917, 1997 THE AMERICAN n'lSrnurE OF AllCHrrECfs, 173SNEW YORK AVENUE, N. W~ WASHlNGfON, D.C. 20006-S292
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