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HomeMy WebLinkAboutArchitect Contract (2) . t • 0 Contract Amendment 0 This document amends the Agreements made between the City of Oak Park Heights (CITY) and Buetow & Associates, Inc. (Architect) dated June 11 th, 2008 (AIA Document - B 141) and the January 30m 2009 Additional Services Agreement. Paragraph 1 The City and Architect hereby agree that all amounts paid and /or to be paid to the Architect as contemplated in the two agreements preceding the execution of this Contract Amendment shall be capped at $575,000.00. This is inclusive of all services provided and /or received to date and all forthcoming services related to the City Hall Facility, and also including geothermal, reimburseables, basic change orders, as defined in Paragraph #2 below in order to provide a complete finished project in accordance with aforementioned Contracts. Paragraph 2 Should the City initiate Change Orders of significant scope, being defined as Change Orders that require additional architectural design services on the part of the Architect, the Architect may charge the City for such Additional Services pursuant to the rates • found in Exhibit A of the June 11th, 2008 Agreement or as otherwise agreed to. Change Orders that do not require new architectural design services and /or that only require documentation shall be included in total compensation found in Paragraph 1. IP i� SANDRA K. SAGE Randy Engel Principe s rge , i - Nosy Public-Minnesota Buet. ., , d ' s ociates, Inc. 7 . Mrr CommissbnExpiresJan31,20 1 0 (A f t) Notary: ' , Ef Johnson i r Administrator r y of Oak Park Heights Notary: ...<=1 .. .• .. . .• .. . xi "'Z • • • . • • • • . City of Oak Park Heights e l Estimated - Architect Costs Base Bid Estmate (NO GEOTHERMAL) $ 5,240,000 Base Bid ACTUAL (NO GEOTHERMAL - $300,000) $ 6,019,000 Difference Between Base Bid and Arch Est. $ 779,000 Approved Alternates (1,2,4,5,7,9) $ 39,500 Architect Orginial Contract Amount $ 471,600 + Rate of 9% Construction Costs over Bid Estimate $ 70,110 Estimated Cost of Architect - FEES - Base Bid Only $ 541,710 Estimated Cost of Architect - FEES - w /Alternates $ 545,265 Estimate of Total Reimbursebales $ 50,000 Total Architectural wJ Alternates & Reimburseables (no Geothermal) $ 595,265 Architecturral Costs for GEOTHERMAL ELEMENT AS APPROVED $ 30,000 Total Estimated ARCHITECTURAL FEES (with GEOTHERMAL) $ 625,265 • • • Contract Amendment This document amends the Agreements made between the City of Oak Park Heights (CITY) and Buetow & Associates, Inc. (Architect) dated June 11 th , 2008 (AIA Document - B 141) and the January 30th 2009 Additional Services Agreement. Paragraph 1 The City and Architect hereby agree that all amounts paid and /or to be paid to the Architect as contemplated in the two agreements preceding the execution of this Contract Amendment shall be capped at $575,000.00. This is inclusive of all services provided and /or received to date and all forthcoming services related to the City Hall Facility, and also including geothermal, reimburseables, basic change orders, as defined in Paragraph #2 below in order to provide a complete finished project in accordance with aforementioned Contracts. Paragraph 2 Should the City initiate Change Orders of significant scope, being defined as Change Orders that require additional architectural design services on the part of the Architect, the Architect may charge the City for such Additional Services pursuant to the rates • found in Exhibit A of the June 11th, 2008 Agreement or as otherwise agreed to. Change Orders that do not require new arc itectural design services and /or that only require documentation shall be include• •tal compensation found in Paragraph 1. Randy Eng 1 , SANDRA K. SAGEF`= 0, T. Notary Public - Minnesota Principal in harge i{ Buetow and ssociafes, Inc. ; dr Expires Jai s,, 2010 (Architect) Notary:,c 1 s► JENNIFER M. PINSKI ti 0.7 NOTARY Pusuc - MwNESO c Johnson � �h Commission Expires Jan 31.20 12 City Administrator City of Oak Park Heights Notary: `�J • -■ BUETOW AND ASSOCIATES INC AN ARCHITECTURAL SERVICES COMPANY 2345 Rice Street Suite 210 St. Paul, Minnesota 55113 z January 30, 2009 Mr. Eric A. Johnson, AICP, City Administrator City of Oak Park Heights 14168 Oak'Park Boulevard North Oak Park Heights, MN 55082 a Re: Oak Park Heights City Hall Oak Park Heights, Minnesota BA #0822 Mr. Johnson: The following constitutes a modification to the Owner- Architect Agreement (AIA Form B141 -1987) dated June 11, 2008: (1) This letter is a request for compensation for the provision of Additional Services per the Owner- Architect Agreement: Design of a geothermal heating and cooling system for the new City Hall building at the request of the City of Oak Park Heights (refer to Article 3 Additional Services, 4111 Subarticle 3.3 Contingent Additional Services, Paragraph 3.3.1.1 attached hereto). (2) These Additional Services include: Attendance at relevant and required meetings; evaluation of options, field condition reviews, preparation of design and construction documents as defined in the aforementioned Owner- Architect Agreement (attached hereto) plus the provision of duties in t Bidding Phase and in the Construction Administration Phase as defined in the aforementio ed Owner- Architect Agreement and reimbursements related to the Scope of Work identifie in paragraph (1) above.'iN5 4:'1' ° "Ner 1 n EAC. -le 11 w C ltivt ���FN'1 G ;- (3) The fee for these Additional Services is in the amount thirty 4SE r, h thousand dollars ($30,000.00). (4) In addition, reimbursables will be based upon th r a t es . of Reimbursable Expenses listed in the aforementioned Owner - Architect Agreement. (5) These Additional Services are considered to have commenced based on the City Council's approval on January 13, 2009. 0 Please sign both sets of this Agreement, retain one set to attach to our original Agreement and return the other to our office. Thank you for allowing us to continue our service to the City of Oak Park Heights. Sincerely, B ETOW & ASSOCIATES, INC. City of Oak P: k Heights 0 1° 6; By: (2 to Randy L. Engel RA, AS ` / '' Vice President Title. ` C L ' ',rm.. 4 rQ Z Date: 1 V 0 0. tel 651 483 -6701 fax 651 483 -2574 www.buetowarchitects.com I ' • 2 .6.15 The Architect shall interpret and decide matters con- 3,2.3 Through, the observations by such Project Repiesen- cerning performance of the Owner and Contractor under. the tatives, the Architect shall endeavor to provide further protec- . requirements of the Contract Documents on written request of don for the Owner against defects and deficiencies in the Work, either the Owner or The.Architect's response to but the furnishing of such project • representation shall not such requests shall be made with •reasonable promptness and modify the rights, responsibilities or obligations of the Architect - within any time limits agreed upon. as described elsewhere in this Agreement. . • 2.6.16 Interpretations and decisions of the Architect shall be 3,3 CONTINGENT ADDITIONAL SERVICES ' •- consistent with the intenrof and reasonably inferable from the • Contract Documents and shall be in writing or in the form of 3.3. lvlaking revisions in Drawings, Specifications or other drawings. When malting such interpretations and initial deci- ocuments when such revisions are: • sions, the Architect shall endeavor to secure faithful perfor- � iriconsstent ' mance by both Owner and Contractor, shall not show partiality with approvals or instructions previously to either, and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sary by adjustments in the Owner's program or Pro'- 2.6.17 The Architect's decisions on matters relating to aesthe ect budget; . tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes, laws the Contract Documents. or regulations subsequent to the preparation of such 2.6.18 The Architect shall render written decisions within a documents; or . reasonable time on all claims, disputes or other matters in ques- . .3 due to changes required as a result of the Owners fail - tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. • [ion or progress of the Work as provided in the Contract Documents. ago Providing services required because of significant 2.6.19 The Architect's decisions on claims, disputes or other c anges in the Project induding,.buC not limited to, size, qual • matters, including those in question between the Owner and ity, complexity; the Owners schedule, or the method of bid - ding or negotiating and contracting for construction, except for Contractor, except_for those relating to aesthetic effect_ as- pro services required under Subparagraph 5:2:5. vided in Subparagraph 2.6.17, shall be subject to arbitration as • • provided in this Agreement and in the Contract Documents. 3.3,3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, ■ • • • and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. • • ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL revisions to Drawings, Specifications and other documentation resulting therefrom. • 3.1.1 The services described in this Article 3 are not included 3.3.5 Providing consultation concerning replacement of Work in Basic Services unless so identified in Articlee 12, and they shall ' be paid far by the Owner as provided in this Agreement, in damaged by Fire or other cause during construction, and fur addition to the compensation for Basic Services. The services nishing services required in connection with the replacement described under Paragraphs 3 2 and 3.4 shall only be provided of such Work. • if authorized or confirmed in writing by the Owner. If services 3.3.6 Providing services made necessarv the default of the , i d . escrbed under Continent Additional Services in Paragra h I I g a I? Contractor, by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor, or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to com- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services described and 3.3.7 Pr vid e er Para ra o servic s u1 evaluatin - 'v g ph 3.3 are not required, the Owner g g an extensi e number of shall ive torn t w 't claims submitted � v the g p p n ten notice to the Architect. If the Owner b, Contractor or others in connection indicates in writing that all or part of such Contingent Addi- with the Work. t nal to Services are not required, tfie Architect shall have no obli- gation to provide those services. 3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto, SERVICES 3.3.9 Preparing documents for alternate, separate orsequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding, negocia- described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Construe provide one or more Project Representatives to assist in carry- tion Documents Phase. • . ing out such additional on -site responsibilities. • • • 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be,compen- •3.4.1 Providing analyses of the Owner's needs and program - • - sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project, . duties, responsibilities and limitations of authority of Project 3,4,2 providing financial feasibility or other special studies. • Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless 3.4,3 Providing planning surveys, site evaluations or com - otherwise agreed. - parative studies of prospective sites. 4 AIA DOCUMENT 8141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • AL • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W; WASHINGTON, D.C. 20006 B141 -1987 4' . y As 'r ii E • A M E R I C A ' N I N S T I T U T E O F , A R C H I T E C T , IP • . .. VLIVA ., • • . AIA Document B141 • Standard Form of Agreement .Between • • • . Owner and Architect • • . 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH • AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT .. made as of the Eleventh (11th) , day of June in the year of maremlegmagymiuz Two Thousand and eight (2008) . • , BETWEEN the Owner: City of Oak Park Heights (Name and address) 14168 Oak Park Boulevard North • Oak Park Heights, Minnesota 55082 • and the Architect: Buetow & Associates, Inc. (Marne and 2345 N Rice Street, Suite 210 • St. Paul, Minnesota 55113 . For the following Project: (Include derailed description of Project, location, address and scope.) . The design of a new City Hall Facility of approximately 20,000 gross square feet, a 1,080 gross square foot addition to the existing Public Works Building, demolition of the existing City Hall'and requisite site work necessitated by construction of the above Facilities. The new City Hall Facility will be located on existing City -owned property on the site of the current City H -11 Facility. • The Owner and Architect agree as set forth below. Copyright 1917, 1926. 1948, 1951, 1953, 1958, 1961, 1963, 1966. 1967, 1970, 1974, 1977, 61987 by The American Institute . of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the MA violates the copyright laws of the United States and will be • • subject to legal prosecution. • AtA DOCUMENT 8141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA' • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141 -1987 1 Page 1 of 15 Arch.'Service Agr. - June 2008 (OPH - Buetow & Assoc.). ' ' ] a • _ 1 TERMS AND CONDITIONS OF AGRE BETWEEN OWNER AND ARCHITECT ARTICLE 1 schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents ARCHITECT'S RESPONSIBILITIES consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc- 1.1 ARCHITECT'S SERVICES tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect, Architect's employees and Architect's . 2,3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost. and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedt- 2.4 CONSTRUCTION DOCUMENTS PHASE ' tiously as is consistent with professional skill and care and the 2.4.1 Based on the approved Design Development Docu orderly progress of the Work. Upon request of the Owner, the ments and any further adjustments In the scope or quality of Architect shall submit for the Owner's approval a schedule for the Project or in the construction budget authorized by the the performance of the Architect's services which may be Owner. the Architect shall prepare, for approval by the Owner, adjusted as the Project proceeds, and shall include allowances Construction Documents consisting of Drawings and Specifica- for periods of time required for the Owner's review and for lions setting forth in detail the requirements for the construe- approval of submissions by authorities having jurisdiction over tion of the Project. the Project. Time limits established by this schedule approved ' by the Owner shall not, except for reasonable cause, he exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- tions of the Contract, and the form of Agreement between the 1.1.3 The services covered by this Agreement are subject to Owner and Contractor. the time limitations contained in Subparagraph 11.5.1. 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- cared by changes In requirements or general market conditions. • SCOPE OF ARCHITECT'S BASIC SERVICES 2,4.4 The Architect shall assist the Owner in connection with 0 2.1 DEFINITION the Owner's responsibility for filing documents required for • the approval of governmental authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. In Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal struc- 2.5 BIDDING OR NEGOTIATION PHASE turai, mechanical and electrical engineering services. 2.5.1 The Architect, following the Owner's approval of the 2.2 SCHEMATIC DESIGN PHASE Construction Documents and of the latest preliminary estimate of Construction Cost, shalt assist the Owner in obtairiing bids • 2.2.1 The Architect shall review the program furnished by the or negotiated proposals and assist In awarding and preparing Owner to ascertain the requirements of the Project and shall contracts for construction. arrive at a mutual understanding of such requirements with the Owner. 2.6 CONSTRUCTION PHASE— ADMINISTRATION • 2.2.2 The Architect shall provide a preliminary evaluation of OF THE CONSTRUCTION CONTRACT the Owner's program. schedule and - construction budget 2 6 1 The Architect's responsibility to provide Basic Services requiremen each In terms of the other, subject to the limits for the Construction Phase under this Agreement commences lions set forth in Subparagraph h 5.2.1. with the award of the Contract for Construction and terminates 2.2.3 The Architect shalt review with the Owner alternative at the earlier of the Issuance to the Owner of the final. Certificate approaches to design and construction of the Project. for Payment or 60 days after the date of Substantial Completion 2.2.4 Based on the mutually agreed -upon program, schedule of the Work, unless extended under the terms of Subparagraph and construction budget requirements, the Architect shall 10.3.3. • prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con- menu consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of the scale and relationship of Project components. „ - AIA Document A201, General Conditions of the Contract for 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area, volume or otherwise provided in this Agreement. • other unit costs. d limitation 2.6.3 Duties, responsibilities and of authority of the Architect shall not be restricted, modified or extended without 2.3 DESIGN DEVELOPMENT PHASE . written agreement of the Owner and Architect with consent of 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably • and any adjustments authorized by the Owner in the program, withheld. .. 0 AIA DOCUMENT B141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • (JIM H141 -1987 2 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON. D.G. 2o0� • Page 2 of 15 Arch: Service Agr. - June 2008 (OPH - Buetow & Assoc.) • , 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2) reviewed construction means, meth- and consult with t he O wner (1) during construction until final ods, techniques, sequences or procedures, (3) reviewed copies ' payment to the Contractor is due, and (2) as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time CO time during the cor- pliers and other data requested by the Owner to substantiate rection period described in the Contract for Construction. The the Contractor's right to payment or (4) ascertained how or for Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid • only to the extent provided in this Agreement unless otherwise , on account of the Contract Sum. . modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which - • 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally familiar tion of the intent of the Contract Documents, the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- men's, whether or not such Work is fabricated, installed or • dance with the Contract Documents. However, the Architect completed. However, neither this authority of the Architect nor shall not be required to make exhaustive or continuous on -she a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On cise such authority shall give rise to a duty or responsibility of the basis of on -site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per- the Work, and shall endeavor to guard the Owner against sons performing portions of the Work. • defects and deficiencies in the Work. (More ertensive site . representation may be agreed to as an Additional Service, as 2.5.12 The Architect shall review and approve or take other described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited 2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques, sequences or procedures, or for safety precautions The Architect's action shall be taken with such reasonable • and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con - solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors, while allow- Construction. The Architect shall not be responsible for the ing sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con- dance with the Contract. Documents. The Architect shall not ducted for the purpose of determining the accuracy and com- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantitics.or tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of other persons performing portions of the Work. equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent . 2.6.7. The. Architect shall at all. times have access to the Work required by the Contract Documents.. The Architect's review • wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless Refer to Article 12, Paragraph 12. 11: otherwise specifically stated by the Architect, of construction rcept as may otherwise be provided in the Co � means, methods, techniques, sequences or procedures. The Documents • - • . direct communicati• • __.. a `spe- Architect's approval of a specific item shall not indicate dally authorized, the s' _ - - or shall communicate approval of an assembly of which the item is a component. through the , • . ommunica • , d with the Archl- When professional certification of performance characteristics • . -• • nsultants shall be through the Architect. of materials, systems or equipment is required by the Contract ' Documents, the Architect shall be entitled to rely upon such 2.6.9 Based on the Architect's observations and evaluations of certification to establish that the materials, systems or equip the Contractor's Applications for Payment, the Architect shall meet will meet the performance criteria required by the Con review and certify the amounts due the Contractor. tract Documents 2.6.10 The Architect's certification for payment shall consti- 2.6.13 The Architect shall prepare Change Orders and Corr tute a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observadons at the site as provided In Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay - Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and ment, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and that, to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. Tile foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, to results of subse- • • • quent tests and inspections, to minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe• the date or dates of Substantial Completion and the date of final chic qualifications expressed by the Architecc..The Issuance of a completion, shall receive and forward to the Owner for the ' Certificate for Payment shall further constitute 2 representation Owner's review and records written warranties and related that the Contractor Is entitled to payment in the amount certi- documents required by the Contract Documents and assem- • fled. However, the Issuance of a Certificate for Payment shall bled by the Contractor, and shall issue a final Certificate for Pay - - not be a representadon that the Architect has (1) made exhaus- ment upon compliance with the requirements of the Contract . rive or continuous on site ulspcctions to check the quality or Documents. AIA DOCUMENT 8141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA° • 01987 0 3 8141 -1987 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.V., WASHINGTON, D.C. 20006 Page 3 of 15 • Arch. Service Agr. - June 2008 (OPH - Buetow & Assoc.)' • . . . . ..•.. . . to 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- cerning performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of Lion for the Owner against defects and deficiencies in the Work, • either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not . such requests shall be - made with reasonable promptness and modify the rights, responsibilities or obligations of the Architect • . within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be 3.3 CONTINGENT ADDITIONAL SERVICES consistent with the intent of and reasonably inferable from the • Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings, Specifications or other drawings. When making such interpretations and initial deci- documents when such revisions are: sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partia]ity .1 inconsistent with approvals or instructions previously to either, and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- • decisions so rendered In good faith. sary by adjustments in the Owner's program or Proj- 2.6.17 The Architect's decisions on matters relating to aesthe- Act budget; . tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes, laws • the Contract Documents. or regulations subsequent to the preparation of such documents; or • 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in ques- : .3 due to changes required as a result of the Owner's fail- tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. • tion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant changes in the Project including,.but not limited to, size, qual- 2.6.19 The Architect's decisions on claims, disputes or other itv, complexity, the Owner's schedule, or the method of bid- • matters, Including those in question between the Owner and ding or negotiating and contracting for construction, except for • Contractor, except for those relating to aesthetic effect as pro- services required under Subparagra h 5.2.5. • vided in Subparagraph 2.6.17, shall be subject to arbitration as R I ef er to Article 12 : aragraph 12. 14: • provided in this Agreement and in the Contract Documents. _ . ' g Drawings, Specificadons an. • • • • men- - Cation and su A. ontractoi s proposals, and provi.' ervices - - • • .. lion with Change ARTICLE 3 r an. Construction Change Directives. e t • ADDITIONAL SERVICES —• .. .• i services v in connection 2 Paragraph rrl• iglg c 2, Pragr a h 12.15: �v2lua[ • tutions proms - -. • •.. vas ng subsequent 3.1 GENERAL revisions to Dra , • canons .i - A entation w - re rom. • 3.1.1 The services described in this Article 3 are not included 3.3.5 Providing consultation concerning replacement of Work in Basic Services unless so identified in Article 12, and they shall damaged by fire or other cause during construction, and fur- be paid far by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services Wishing services required in connection with the replacement described under Paragraphs 3.2 and 3.4 shall only be provided of such Work. . • . if authorized or confirmed in writing by the Owner. If services 3.6.6 Providing services made necessary ty the default of the • described under Contingent Additional Services in Paragraph Contractor, by major defects or deficiencies in the Work of the 3.3 ate required due to circumstances beyond the Architect's Contractor, or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to com- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services 3.3.7 Providing services in evaluating described under Paragraph 3.3 are not required, the Owner 8 8 an extensive number of • shall give prompt written notice to the Architect. If the Owner claims submitted by the Contractor or others in connection • indicates in writing that all or part of such Contingent Addi- with the Work. clonal Services are not required, the Architect shall have no obli- 3.3.6 Providing services in connection with a public heating, gation to provide those services. arbitration proceeding or legal proceeding except where the • 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. • • SERVICES 3.3.9 Preparing documents for alternate, separate or sequential a 3.2.1 If more extensive representation ac the site than is bids or providing services in connection with bidding, negotia- described in Subparagraph 2.6.5 is required, the Architect shall lion or construction prior to the completion of the Construe- provide one or more Project Representatives to assist In carry- Lion Documents Phase. • . ing out such additional on -site responsibilities. • • 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and . directed by the Architect, and the Architect shall be•compen- = • • — • -• — • -- - -- - - sated therefor as agreed by the Owner and Architect. The • dudes, responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or other special studies. Representatives shall be as described in the edition of AIA • • • Document 8352 current as of the date of this Agreement, unless 3.4.3 Providing planning surveys, site evaluations or com- otherwise agreed. - parative studies of prospective sites. S AIA DOCUMENT 3141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.; WASHINGTON, D.C. 20006 8141 -1987 4 Page 4 of 15 Arch. Service Agr. -June 20.08 (OPH - Buetow & Assoc.) ' • 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for 0 submissions required for approvals of governmental authorities or others having jurisdiction over the Project. the Project, including the Construction Cost, the Owner's ocher costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect, the Owner shall furnish evi- and equipment, dence that financial arrangements have been made to fulfill the , • _ Owner's obligations under this Agreement. W = -__, 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The other information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical 3.4.9 Providing services iRconnection with the work ofa con- characteristics, legal IimItations and utility locations for the site struction manager or separate consultants retained by the of the Project, and 2 written l all include, of the she. The Owner. surveys and legal information shall .include, as applicable, grades and lines of streets, alleys, pavements and adjoining 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restric- 3•.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site; locations, dimen- material, equipment and labor. lions and necessary data pertaining to existing buildings, other 3.4.12 Providing analyses of owning and operating costs. improvements and trees; and information concerning available utility services and lines, both public and private, above and 3.4.13 Providing interior design and other similar services below grade, including inverts and depths. All the information required for or in connection with the selection, procurement on the survey shall be referenced to a Project benchmark. or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 4.6 The Owner shall furnish the services of geotechnical engi- neers when such services are requested by the Architect. Such 3.4.15 Nlal:ing investigations, inventories of materials or equip- services may. include but are not limited to test borings, test ment, or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing - values, percolation tests, evaluations of hazardous materials, ground corrosion and resin- 3.4,16 Preparing a set of reproducible record drawings show- tivity tests, including.necessary operations for anticipating cub - • • ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional based on marked -up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul- 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing, adjusting and balancing, preparation of of the Project and are requested by the Architect. operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 4.7 The Owner shall furnish structural, mechanical, chemical, 3.4.18 Providing services after issuance to the Owner of the air and water pollution tests, tests for hazardous materials, and final Certificate for Payment, or in the absence of a final Cer• other laboratory and environmental tests, inspections and • tificate for Payment, more than 60 days after the date of Sub- reports required by law or the Contract Documents. stantial Completion of the Work. 4.8 The Owner shall furnish all legal, accounting and insurance 3.4.19 Providing services of consultants for other than archi- counseling services as may be necessary at any time for the tectural, structural, mechanical and electrical engineering pot- Project, including auditing services the Owner may require to tions of the Project provided as a part of Basic Services. verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money 34 ..20 Providing any other services not otherwise included in paid by Dion behalf of the Owner. this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the OWNER'S RESPONSIBILITIES Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.1 The owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives, schedule, constraints and cri- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, flee- days prior to execution. The Owner shall not request certlfica- bility, expandability, special equipment, systems and site Lions that would require knowledge or services beyond the • requirements. scope of this Agreement. dr AIA DOCUMENT B14t • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AMA' • 01987 B141 -1987 • T11E AMERICAN INSTITUTE OF ARCHITECTS, 1739 NEW YORK AVENUE, N.W., WASH INGTON, D.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to *gal prosecution. Page 5 of 15 Arch. Service Agr. - June 2008 (OPH - Buetow & Assoc.) i i • ARTICLE 5 .3 if the Project is abandoned, terminate in actor. • 0 with Paragraph 8.3; or CONSTRUCTION COST .4 c.. -. rate in revising the Project scope i quality as 5.1 DEFINITION require, o reduce the Constructs. - osr. 5.1.1 The Construction Cost shall be the total cost or esti- 5.2.5 If the Owner ch. .. ; to pr• d under Clause 5.2.4.4 mated cost to the Owner of all elements of the Project designed the Architect, without addiu• ar shall modify the Con• or specified by the Architect. tract Documents as netts . • to . •• •ly with the fixed limit, if established as a cond' '. of this Afire nt. The modification 5.1.2 The Construction Cost shall include the cost at current of Contract 11.. ents shall be the Punt • the Architect's market rates of labor and materials furnished by the Owner and responsibiii rising out of the establishment o • fixed limit. equipment designed, specified. selected or specially provided The Ar - ecr shall be entitled to compensation in a • dance for by the Architect. plus a reasonable allowance for the Con- wi - is Agreement for all services performed whether o •ot tractor's overhead and profit. In addition, a reasonable allow- e Construction Phase is commenced. ante for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1,3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants, the costs of the land. SPECIFICATIONS AND OTHER DOCUMENTS rights -of -way, financing or other costs which are the respon- sibility of the Owner as provided in article 4. 6.1 The Drawings, Specifications and other documents pre - 5.2 RESPONSIBILITY FOR CONSTRUCTION COST Pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget. preliminary and, unless otherwise provided, the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law, suuction Cost. if any, prepared by the Architect, represent the statutory and other reserved rights. including the copyright. • Architect's best Judgment as a design professional familiar with The Owner shall be permitted to retain copies, including repro- the construction industry. It is recognized, however, that nei• ducible copies, of the Architects Drawings, Specifications and they the Architect nor the Owner has control over the cost of other documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with.the Owner's use and occupancy of the Project. The-- of determining bid prices, or over competitive bidding. market • ' ." - • • Sfretificztions. • - .e. t , or negotiating conditions. Accordingly, the Architect cannot used.bv -t_c -••,.• . . -; .. • to and does not warrant or represent that bids or negotiated prices rkis-Projecror • • • `'° "•∎ • • ' r. 'cT"brtstrift °ttr1kess will not vary from the Owner's Project budget or from any tM fie low' • • . • ' ,..,;. •, ..greernenr. estimate of Construction Cost or evaluation rc ared or agreed . e Y ft n m • :, •• • . "" • P P 8 a�eeP " �+1t to by the Architect. the-Archlrer; 5.2.2 No fixed limit of Construction Cost shall be established 6,2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing, proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget, unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto. If Lion of the Architect's reserved rights. such a fixed limit has been established. the Architect shall be - permitted to include contingencies for design, bidding and - price escalation, to determine what materials, equipment. com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in ARTICLE 7 — Refer to • 12.9 below the scope of the Project and 10 include in the Contract Docu- AR131 - AT4ON- ments alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an 1 Claims, disputes or other matters in question between • ' increase in the Contract 5urt1 occurring after execution of the . •.• to this Agreement arising out of or relating to this A • e- Contract for Construction. ment breach thereof shall be subject to and decided • arbi- .3 If the Bidding or Negotiation Phase has not corm • tration iN cordance with the Construcdon Indus • Arbitra- wit'.• 90 days after the Architect submits the Cons - tion tion Rules o'•.•e American Arbitration Associatio• urrently in Docum. to the Owner, any Project budget or f : limit of effect unless t `•: \ies mutually agree oche • .. - Constructlo •st shall be adjusted to reflect angel in the 7.2 Demand for arb' shall be RI • n writing with the general level o • es in the construction ' • try between the 8 other party to this Agrc nt and w the American Arbitra- date of submission • the Construct'• Documents to the lion Association. A demand orb' . 'Lion shall be made within • Owner and the dace on left pro• .sail are sought. a reasonable time after the c I: dispute or other matter in 5.2.4 If a fixed limit of Co - ction Cost (adjusted as pro- vided in Subparagraph 5 . is . eeded.by the lowest bona be ma question has arisen. to no c',. h . , e demand for arbitration be made after the date n institud. of legal or equitable • fide . bld or negotiated - • . .sal, the ► - ner shall: . i • proceedings based on h claim, disput • r other matter in .1 gi4g w en approval of an incr in such fired question would be •- Um' • e d by the applicable Sts - of limitations. rn 7.3 No arbitra •. n arising out of or relating to this •.reement .2 _ thorize rebidding or renegotiating of th • roject shall includ %y consolidation, joinder or in any other et', within a reasonable time; an additi -/ person or entity not a party to this Agree • t, • AMA DOCUMENT 8141 • OWNER•ARCNITECT AGREEMENT • FOURTEENTH E0IT1ON • AIA • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1733 NEW ''OAK AVENUE, N.W., WASHINGTON. D.C. 20006 B141-1987 6 - Page 6 of 15 Arch. Service Agr. - J 2008 (OPH - Buetow & Assoc.) I I . , I xcept by written consent containing a specific reference t. .2 Ten percent of the total compensation for Basic and th. ;recment signed by the Owner, Architect, and any • • er Additional Services earned to date if termination perso - entity sought to be joined. Consent to • •'tration occurs during the Design Development Phase; or involving additional person or entity shal ., 4 constitute .3 Five percent of the total compensation for Basic and consent to arbi • ion of any claim, dispu,- .mother matter in Additional Services tamed to date if termination • question not descn. - • in the written - sent or with a person • occurs during any subsequent phase. • or entity not named or • ribe • rein. The foregoing agree- • ment to arbitrate and oche. %eeements to arbitrate with an . additional person or en •- •uty : • ented to by the parries to this Agreement sh" pecifically e • rceable in accordance ARTICLE 9 with applcab ' -.e s in any court having j' ' diction thereof. MISCELLANEOUS PROVISIONS 7.4 T •, ward rendered by the arbitrator or arbit • • rs shall be fl = and judgment may be entered upon it in actor• with 9.1 Unless otherwise provided, this Agreement shall be gov- • pplicable law in any court having jurisdiction thereof. enned by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9,3 Causes of action between the parties to this Agreement • 8.1 This Agreement may be germinated by either party upon pertaining to acts or failures to act shall be deemed to have • not less than seven days' written notice should the other party accrued and the applicable statutes of limitations shall com- fail substantially to perform in accordance with the teens of this mrnce to run not later than either the date of Substantial Com- Agreement through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial 99 Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than $g Payment for acrs or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the 9.4 The Owner and Architect waive all rights against each Project is resumed, the Architect's compensation shall be equi- other and against the contractors, consultants, agents and tably adjusted to provide for expenses incurred in the Interrup- employees of the other for damages, but only to the extent cov [ion arid resumption of the Architect's services. ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such Insurance as set not less than seven days' written notice to the Architect In the forth in the edition of AIA Document A201, General Conditions event the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this • is abandoned by the Owner for more than 90 consecutive days, Agreement. The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for termination. sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner falls to make payment when due the Archl- Architect shall assign this Agreement without the written con- tect for services and expenses, the Architect may, upon seven sent of the other. days' written notice to the Owner, suspend performance of ser- - ' vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- by the Architect within seven days of the date of the notice, the merit between the Owner and Architect and supersedes all suspension shall take effect without further notice. In the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services, 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fauk of the Architect, tual relationship with or a cause of action in favor of a third . the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement, the Architect and all Termination Expenses as defined in Paragraph 8.7. and Architects consultants shall have no•responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence, handling, removal or disposal of or expo- ' Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination. Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl (PCB) or other toxic substances. Basic Services and Additional Services tamed to the time offer- 9.9 The Architect shall have the right to include represents- . urination, as follows: • lions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and • and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign, site analysis, or include the Owner's confidential or proprietary information if - Schematic Design Phases; or the Owner has previously advised the Architect in writing of • AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTfi EDITION • AIM' • ©1987 ' Mr 7 B141 -1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, 14.W., WASHINGTON, D.C. 20006 • Page 7 of 15 • Arch. Service Agr. - June 2008 (OPH - Buetow & Assoc.) • • 1 . i 0 the specific information considered by the Owner to be confr- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary. The Owner shall provide professional 10.3.1 An initial payment as set forth in Paragraph 11.1 is the credit for the Architect on the construction sign and in the pro, minimum payment under this Agreement. motional materials for the Project. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- . ARTICLE 10 vices performed within each phase of service, on the basis set . forth In Subparagraph 112.2. • PAYMENTS TO THE ARCHITECT 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 10.1 DIRECT PERSONNEL EXPENSE through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2. • the portion of the cost of their mandatory and customary con- 10.3.4 When compensation is based on a percentage of Con - tributions and benefits related thereto, such as employment sitvction Cost and any portions of me Project are deleted or taxes and other r statutory employee benefits, insurance, sick otherwise not constructed, compensation for those portions of leave, holidays, vacations, pensions and similar contributions the Project shall be payable [o the extent services are per - and benefits. formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona fide • 10.2 REIMBURSABLE EXPENSES bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction 10.2.1 Reimbursable Expenses are in addition to expenses Cost or detailed estimate of Construction Cost for such por- tion for Basic and Additional Services and include expenses tion5 of the Project. incurred by the Architect and Architect's employees and con- sultants in the interest of the Project, as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project; expenses in connection with authorized out -of -town Services and for Reimbursable Expenses shall be made monthly travel; long - distance communications; and fees paid for secur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings, Specifications and other documents. • 10.5.1 No deductions shall be made from the Architect's com- 10.2.1.3 If authorized in advance by the Owner, expense of pensation on account of penalty, liquidated damages or other overtime work requiring higher than regular rates. sums withheld from payments to contractors, or on account of 10.2.1.4 Expense of renderings, models and mock -ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, ' 10.6 ARCHITECT'S ACCOUNTING RECORDS - including professional liability insurance, requested by the 10.6.1 Records of Reimbursable Expenses and expenses per - Owner in excess of that normally carried by the Architect and taining co Additional Services and services performed on the Architect's consultants. basis of a multiple of Direct Personnel Expense shall be. avail- 10.2.1.6 Expense of computer -aided design and drafting able to the Owner or the Owner's authorized representative ar equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: • 111x1xxxAv lck itrd RsY NIYOf e ko A ) Il tha=t al 0x i lIf:s ti l; l rA SIB€ € t ttbrt� 4t DMIRkE t .ARtx . 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: _ (insert basis of compensation, including stipulated sums, multiples or percentages, and identify pbases to rahicb particular methods of compensation apply. necessary.) • • A Lump 'Sum Fee of $471,600 up to a construction cost of $5,240,000.00 plus 9% of construction costs above that amount. 410 . AIA DOCUMENT Bi41 • OWNER-ARCHITECT AGREEMENT •FOURTEENTH EDITION • AIA • 01987 8141 -1987 8 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 • Page 8 of 15 • . Arch. Service Agr: - June 2008 (OPH - Buetow & Assoc.) • • 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) - • • Refer also to Article 12 Other Conditions and Services, Paragraph 12.10. Schematic Design Phase: $94,320.00 • 20% • • Design Development Phase: $ 70, 740.00 15% • Construction Documents Phase: $212,220.00 45% Bidding or Negotiation Phase: $23,580.00 5% Construction Phase: $70,740.00 15% Total Basic Compensation: $471 00 one hundredpercent(100 %) • 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follows: Refer to attached Exhibit A. • 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article I2 as part of Additional Services, but excluding ser- vices of consultants, compensation shall be computed 25 follows: (Insert.hasis of compensation, including rates and /or multiples of Direct Personnel Expense for Principals and employees, and ;detuify Principals and classify • employees. if required. Identify specific services to which particular methods of compensation apply. if necessary.) Refer to attached Exhibit A. • • • 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One ( 1.0 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, if required.) • • 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2 and any other items included in Article I2 as Reimbursable Expenses, a multiple of One ( 1,0 ) times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Fourteen ( 14 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11,3.2. 11.5.2 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid Thirty ( 30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) ( Usury laws and requirements under the Federal Truth in Lending A C{ similar state and local consumer credit laws and other regulations at the Owner's and Archi• tecr's principal places of business, the location of the Project and elseu.bere may affect the validity of Ibis provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) • 9 811 -1987 AIA DOCUMENT 8141 • OWNER - ARCHITECT AGREEMENT •FOURTEENTH EDITION • ALA° • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N :W., WASHINGTON, D.C. 20006 Page 9 of 15 Arch. Service Agr. - June 2008 (OPH - Buetow & Assoc.) i • • 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. . ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) See attached: Article 12 Other Conditions and Services (3 pages) • This _A r, nto a5 of the day . : ye f fir st • wr above. Illy, 0 „,4 1 if ir . Q A H1TFt T r +►� 0 1 0 . (StgI / (5 gnnture) PA4 6t0C1C‘)0- �� � ' Randy L. IEnge1, Vice President . (Printed name and title) (Pr name and title) ill AIA DOCUMENT 13141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • MA® • ©1987 6141 -1987 id THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.20006 Page 10 of 15 Arch. Service Agr. - June 2008 (OPH - Buetow & Assoc) • , , • ARTICLE 12 OTHER CONDITIONS AND SERVICES 12.1 Attendance at various neighborhood and public meetings, building committee and city council meetings and municipal staff meetings as required for approvals is included in Schematic Design Phase Services and in Design Development Phase Services. 12.2 The Contract does include, as applicable, Structural, Mechanical and Electrical engineering design services and Fire Protection performance specifications. 12.3 The Contract also includes Civil engineering design services for site planning, grading, utility service extensions, landscaping and storm water /Watershed District, including the securing of necessary permits from the Watershed District. The City's Engineer is required to provide a survey of the site/ city -owned property and which shall include topographical and boundary data. Such information shall be provided in Autocad 2008 format. The City Engineer will also provide engineering services for other required utility maintenance or improvements that may be required as part of this Project and are beyond typical utility service design and/or utility service extensions. No other services are to be required by the City's Engineering Dept. However, a document titled, "Property • Survey Data Required" will describe the necessary information that is sought. All Watershed District Permit Fees and Application Costs shall be Reimbursable Expenses 12.4 This Contract does not include the provision of Professional Services nor the actual costs for the provision of Professional Services for soil corrections engineering and/or Hazardous Material Investigation/Engineering /Abatement Design. The Contract does include the provision of assistance to the City on its behalf with the coordination of these services from outside vendors and in consultation with the City . 12.5 This Contract includes Professional Design services for Signage and audio visual equipment. The Contract also includes Professional Design services for furniture, voice /data system, security system, closed circuit TV, card /access system and (if necessary), lightning protection system. 12.6 This Contract does not include any professional design services for fast -track construction nor for professional design services in connection with a Construction Manager. 12.7 This Contract does not include Professional Design services for Owner- provided items office equipment, (fax machines, copiers, scanners, printers, computers). The Contract also does not include Professional Design services for hardware and • software for Owners: telephone system, computer network system, data processing systems and voting systems. Hardware and software is defined as h p g s y g s y that Page 11 of 15 Arch. Service Agr. - June 2008 (OPH - Buetow & Assoc.) • equipment the City will procure from its own vendors and includes such items as service panels, handsets, terminals, personal computers, computer peripheral devices, servers, server racks, voting machines and the installation and operation therein. The Contract does include the provision of assistance to the City on its behalf with coordination of these services and installations thereof from outside vendors and in consultation with the City during the construction period. The Contract does include the design, coordination, oversight and implementation of the internal wall conduits, cabling, termination panels and other permanent appurtenances that allow the telephone and data systems to function as typically designed. 12.8 Randy Engel, Vice President of Buetow and Associates, will serve as the Firm's Principal -in- Charge. He is considered by the Owner to be critical to the proper performance of this Agreement. He will not be removed or substituted without good cause shown and without the written consent of the Owner, which consent shall not be unreasonably withheld or delayed by the Owner. 12.9 Refer to attached Exhibit B. 12.10 As part of the Contract, upon the commencement of actual construction activities, the Architect shall, at make periodic on -site observations at least once per week • and shall provide a written report to the City as to the status of the project. The City at its option, may select to hire an `Owner's Representative' to represent the City during the construction phase of the project. Should the City select to hire an `Owner's Representative', the City may reduce the actual required site visits from once weekly, to not less than twice per month. Should the City request that site visits be so reduced, the City shall provide Architect immediate written notice of such selection and the total 9 % fee as shall be reduced to 8.75 %. The Owner must select the reduction in services as outlined in this Section (12.10) prior to the Architect's first onsite observation of construction activities. 12.11 Paragraph 2.6.8 is deleted in total and is replaced with, "Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and the Contractor shall communicate on substantiative construction contract matters through the Architect. Communications by and with the Architect's consultants shall be through the Architect." 12.12 Paragraph 2.6.11 is amended to include the following sentence, "Whenever the Architect shall reject work which does not conform to the Contract Documents, the Architect shall provide notice thereof immediately to the Owner." 12.13 Paragraph 3.3.1(.3) is utilizes the phrase "timely manner ", this shall be interpreted to be not more than seven calendar (7) days. • 12.14 Paragraph 3.3.3 is revised to, "Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals and Page 12 of 15 Arch. Service Agr. - June 2008 (OPH - Buetow & Assoc.) i i. providing other services in connection with Change Orders and Construction Change Directives that alter the Construction contract values by $2,500.00 12.15 Paragraph 3.3.4 is revised to, "The Architect may charge for Additional Services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. The Architect shall first advise the Owner and receive direction from the Owner regarding the proposed substitution prior to investing additional time or services for evaluation of such substitution. 12.16 In the event of the Contractor not performing required work in a timely and /or "workmanlike" manner, the Architect, as part of the Contract and at no additional expense to the City, shall take all necessary action to support the City in Project review and will prepare necessary communications to the Contractor in an attempt to secure timely and prompt performance from the Contractor including participating in providing documentation and information to prepare a Notice of Default to the Contractor. 12.17 The Owner and the Architect shall first negotiate a fee prior to the creation and delivery of final Record Drawings to the Owner upon the completion of the Project. 12.18 The last sentence of Paragraph 6.1 states, "The Architect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this project or for completion of this Project by others, unless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect." This sentence is deleted in its entirety and is replaced with, "Except for a new project, the Architect's drawings, specifications and other documents may be used by the Owner or its agents, for any review, evaluation, study, expansion, report, or analysis of the Project and /or building in any aspect. The Architect is not responsible for inferences, conclusions or actions undertaken by those who rely on the Architect's drawings, plans and/or specifications. Any third party use of these documents is prohibited without the Owner and Architect's written consent." 12.19 Architect and Owner agree that any and all previous contractual obligations between the parties have been fulfilled and all amounts have been paid in full. 12.20 Exhibit B - MEDIATION REVISION Add language: 5. Mediation, once requested by either party, must be initiated and completed within seven (7) days unless agreed to be extended by both parties. • Page 13 of 15 Arch. Service Agr. June 2008 (OPH - Buetow & Assoc.) t 6 , ` • r1;1,'' z . Ruf;, yo AN41 A c4.SOCG 1 fr: 411t- N ARC`1IFEC`f'URAL SEflVICE S C ;OMPANV IIIIIIII 2345 Rice Street Suite 210 4— St. Paul, Minnesota 55113 EXHIBIT A 2008 Rates u Additional Professional Services are compensated at the following hourly rates (if applied): Principal $130 Project Manager $120 Project Architect $110 Project Designer $ 95 ° Drafter I/II $85/90 Secretary $ 55 W Buetow and Associates' Reimbursable Expenses incurred on behalf of a project are as follows: n Computer Plots $20.00 per sheet Facsimile Transmissions $2.00 per sheet Messenger Service at cost Mileage IRS Current Rate Photo copying $.15 per 8 1.12 x 11 sheet Postage at cost Printing of Bid Documents at cost Reproduction of Drawings $3.00 per sheet 0 1. ro rn v tel 651 483 -6701 fax 651 483 -2574 www.buetowarchitects.com Page 14 of 15 Arch. Service Agr. - June 2008 (OPH - Buetow & Assoc.) t • 0 • • , 0. EXHIBIT B MEDIATION L Claims, dispute or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof shall be subject to mediation unless the parties mutually agree otherwise or, after reasonable efforts, such mediation does not result in a complete resolution of such dispute. 2. Deinand for mediation shall be filed in writing with the other patty to this Agreement and with a mutually- agreed upon Minnesota -based mediator. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question `would be barred by the applicable statutes of. limitations. 3. No arising out of or relating to this Agreement shall include an additional person or entity not a party to this Agreement, except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and such other person or entity. Consent to mediation involving an additional person or entity shall not constitute consent to mediation of any claim, dispute or other matter in question not described in the written consent or with a person or entity not named or described therein. The foregoing agreement to mediate and other agreements to %mediate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law and in any court having competent jurisdiction. 4. In the event mediation does not lead to a complete resolution, or in the event the parties agree to forego mediation, any claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof may be submitted to any court of competent jurisdiction sitting in Minnesota. 5. Mediation, once requested by either party, must be initiated and completed within seven (7) days unless agreed to be extended by both parties. • 411 Page 15 of 15 Arch. Service Agr. - June 2008 (OPH - Buetow & Assoc.) • ri •E • A M E R I C A M I N S T I T U T E O F • .A R C H I T E C T • • • • • • • • . A1A Document 8141 • Standard Form of Agreement - Between • Owner and Architect • 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY 15 ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. - AGREEMENT made as of the (leventh (11th) , da June in the year of RirtN urmt -,Jwo Thousand and' i ght (2008) BETWEEN the Owner: City of Oak Park Heights (Name and address) 14168 Oak Park Boulevard North Oak Park Heights, Minnesota 55082 • • and the Architect: Buetow & Associates, Inc. (Name and address) 2345 N. Rice Street, Suite 210- • St. Paul, Minnesota 55113 • • For the following Project: (Include detailed descrtption of Project, location, address and scope.) . The design of a new City Hall Facility of approximately 20,000 gross square feet, a 1,080 gross square foot addition to the existing Public Works Building, demolition of the existing City Hall - and requisite site work necessitated by construction of the above Facilities. The new City Hall Facility will be located on existing City -owned property on the site of the current City Hal1 Facility. The Owner and Architect agree as set forth below. • Copyright 1917, 1926. 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, ©1987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be • subject CO legal prosecution - AIA DOCUMENT B141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 • B141 -1987 1 • • TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT • . . . ARTICLE 1 schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents . ARCHITECT RESPONSIBILITIES consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc- 1.1 . ARCHITECT'S SERVICES tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect, Architect's employees and Architect's - 2.3.2 The Architect shall advise the Owner of any adjustments • consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost. and any ocher services included in Article 12. • 1.1.2 The Architect's services shall be performed as expedi- 2.4 CONSTRUCTION DOCUMENTS PHASE • tiously as is consistent with professional skill and care and the 2.4.1 Based on the approved Design Development Docu orderly progress of the Work. Upon request of the Owner, the ments and any further adjustments in the scope or quality of Architect t shall shall submit for the Owner's approval a schedule for the Project or in the construction budget authorized by the the performance of the Architect's services which may be . Owner, the Architect shall prepare, for approval by the Owner, • adjusted as the Project proceeds, and shall include Construction Documents consisting of Drawings and Specifica- for periods of time required for the Owner's review w and and for Lions setting forth in detail the requirements for the construe- - approval of submissions by authorities having jurisdiction over tion of the Project. the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- tions of the Contract, and the form of Agreement between the 1.1.3 The services covered by this Agreement are subject to Owner and Contractor. the time limitations contained in Subparagraph 11.5.1. 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. SCOPE OF ARCHITECT'S BASIC SERVICES 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal struc- 2.5 BIDDING OR NEGOTIATION PHASE tural, mechanical and electrical engineering services. 2.5.1 The Architect, following the Owner's approval of the 2.2 SCHEMATIC DESIGN PHASE Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.6 CONSTRUCTION PHASE — ADMINISTRATION 2.2.2 The Architect shall provide a preliminary evaluation of OF THE CONSTRUCTION CONTRACT • the Owner's program, schedule and construction budget 2 6.7 The Architect's responsibility to provide Basic Services requirements, each in terms of the other, subject to the limita- tions set forth in Subparagraph 5.2.1. for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates 2.2.3 The Architect shall review with the Owner alternative at the earlier of the issuance to the Owner of the final. Certificate approaches to design and construction of the Project. for Payment or 60 days after the date of Substantial Completion of the Work, unless extended under the terms of Subparagraph 2.2.4 Based on the mutually agreed upon program, schedule and construction budget requirements, the Architect shall 10.3.3. . prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con - ments consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of the scale and relationship of Project components. • AIA Document A201, General Conditions of the Contract for 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area, volume or otherwise provided in this Agreement. other unit costs. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without 2.3 DESIGN DEVELOPMENT PHASE written agreement of the Owner and Architect with consent of • 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably • and any adjustments authorized by the Owner in the program, withheld. . • " - AIA DOCUMENT 8141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • A1A® • ©1987 8141 -1987 2 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. NW., WASHINGTON, D.C. 20006 2,6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2) reviewed construction means, meth - and consult with the Owner (1) during construction until final ods, techniques, sequences or procedures, (3) reviewed copies . ., payment to the Contractor is due, and (2) as an Additional Ser- of requisitions received from Subcontractors and material sup- - - vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate rection period described in the Contract for Construction. The the Contractor's right to payment or (4) ascertained how or for authority to act on of wner what purpose the Contractor has used money previously paid ... • only Architect to the shall extent have provided in this Agreement behalf unless the otherwise O on account of the Contract Sum. modified by written instrument. , . 2.6.11 The Architect shall have authority to reject Work which - • 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally familiar tion of the intent of the Contract Documents, the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- ments, whether or not such Work is fabricated, installed or dance with the Contract Documents. However, the Architect completed. However, neither this authority of the Architect nor shall not be required to make exhaustive or continuous on -site a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On rise such authority shalt give rise to a duty or responsibility of the basis of on -site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per - the Work, and shall endeavor to guard the Owner against sons performing portions of the Work. • defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.2) appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the Iimited 2.6,6 The Architect shall not have control over purpose of checking for conformance with information v rol o er or charge of P rP g ormation gi en and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques, sequences or procedures, or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con - solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors, while allow - Construction. The Architect shall not be responsible for the ing sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con - dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and corn- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and q uantities for substantiating instructions for installation or performance of tor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work, equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent 2.6.7. The. Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress. shall nor constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific item shall nor indicate cially authorized, the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect. Communications by and with the Archi- When professional certification of performance characteristics tect's consultants shall be through the Architect. of materials, systems or equipment is required by the Contract 2.6.9 Based on the Architect's observations and evaluations of Documents, the Architect shall be entitled to rely upon such the Contractor's Applications for Payment, the Architect evaluations of certification to establish that the materials, systems or equip- , review and certify the amounts due the Contractor. tract Documents. meet the performance criteria required by the Con - ract ocuments. . 2.6.10 The Architect's certification for payment shall consti- 2.6.13 The Architect shall prepare Change Orders and Con - tute a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observations at the sire as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay- Subparagraphs 3,1.I and 3.3.3, for the Owner's approval and . ment, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and that, to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents, • Documents upon Substantial Completion, to results of subse- . • quent tests and inspections, to minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final • cific qualifications expressed by the Architect..The issuance of a completion, shall receive and forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount cent- documents required by the Contract Documents and assem- fled. However, the issuance of a Certificate for Payment shall bled by the Contractor, and shall issue a final Certificate for Pay not be a representation that the Architect has (1) made exhaus- ment upon compliance with the requirements of the Contract . tive or continuous on -site inspections to check the quality or Documents. d 3 814 -987 • AIA DOCUMENT 8141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 • 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- cerning performance of the Owner and Contractor under.the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work, - either the Owner or • Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights, responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the 3.3 CONTINGENT ADDITIONAL SERVICES Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings, Specifications or other drawings. When making such interpretations and initial deci- documents when such revisions are: sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality .1 inconsistent with approvals or instructions previously to either, and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sary by adjustments in the Owner's program or Proj- 2.6.17 The Architect's decisions on matters relating to aesthe ect budget; . tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes, laws • the Contract Documents. or regulations subsequent to the preparation of such 2.6.18 The Architect shall render written decisions within a documents; or . reasonable time on all claims, disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail - tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. tion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant ' changes in the Project including,. but not limited to, size, u - 2.6.19 The Architect's decisions on claims, disputes or other g j q • matters, including those in question between the Owner and ity, complexity, the Owner's schedule, or the method of bid Contractor, except for those relating to aesthetic effect a ding or negotiating and contracting for construction, except for g pro- • vided in Subparagraph 2.6.17, shall be subject to arbitration as services required under Subparagraph 5.2.5. • provided in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, • and providing other services in connection with. Change ARTICLE 3 Orders and Construction Change Directives. i • ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included revisions to Drawings, Specifications and other documentation resulting therefrom. in Basic Services unless so identified in Article 12, and they shall 3.3.5 Providing consultation concerning replacement of Work be paid for by the Owner as provided in this Agreement, in damaged by fire or other cause during construction, and fur - P addition to the compensation r g nishing services required in connection with the replacement for Basic Services. The services q P described under Paragraphs 3.2 and 3.4 shall only be provided of such Work. if authorized or confirmed in writing by the. Owner. If services 3.3.6 Providing services made necessary by the default of the • . described under Contingent Additional Services in Paragraph Contractor, by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor, or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to com- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner 3.3.7 Providing services in evaluating an extensive number of shall give prompt written notice to the Architect. If the Owner claims submitted by the Contractor or others in connection indicates in writing that all or part of such Contingent Addi- with the Work. tional Services are not required, the Architect shall have no obli- 3.3.8 Providing services in connection with a public hearing, gallon to provide those services, arbitration proceeding or Iegal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate, separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding, negotia- described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Construc- provide one or more Project Representatives to assist in tion Documents Phase. . 1 o ass s in car - P carry- . ing out such additional on -site responsibilities. • 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and • directed by the Architect, and the Architect shall be. compen- 14• �naLv, ses of the Ow ra • sated therefor as agreed by the Owner and Architect. The min rsBfiElet- - -- _...--__• __—. duties, responsibilities and limitations of authority of Project 3.4.2 Providing financial feasibility or other special studies. . Representatives shall be as described in the edition of AIA Document B352 current as of the dare of this Agreement, unless 3.4.3 Providing planning surveys, sire evaluations or com- .. Is otherwise agreed. . -----a parative studies of prospective sites. AIA DOCUMENT B141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.; WASHINGTON, D.C. 20006 - B141 -1987 4 • 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project, including the Construction Cost, the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 if requested by the Architect, the Owner shall furnish evi- and equipment. dente that financial arrangements have been made to fulfil! the 3.4.6 Provi. . ' vest's = oirdt[fbns or Owner's obligations under this Agreement. easured • drawings . . 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The other information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely mariner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site 3.4.9 Providing services in connection with the work ofa con- struction manager or separate consultants retained by the of the Project, and a written legal description of the site. The Owner. surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restric- 3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site; locations, dimen- material, equipment and labor. sions and necessary data pertaining to existing buildings, other 3.4.12 Providing analyses of owning and operating costs. improvements and trees; and information concerning available utility services and lines, both public and private. above and 3.4.13 Providing interior design and other similar services below grade, including inverts and depths. All the information 'I' required for or in connection with the selection, procurement on the survey shall be referenced to a Project benchmark. or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 4.6 The Owner shall furnish the services of geotechnical engi- veers when such services are requested by the Architect. Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are .not limited to test borings, test ment, or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials. ground corrosion and resis- - • - .aring a set of reproducible record dr %.' -> ow- tivity tests, including:necessary operatie.as -for anticipating sub - ing significant c a • .e W. . • - - -. - ..wring construction soil conditions, with reports and appropriate professional based on marked- • _ • , •rawi • . her data furnished recommendations. •,• - - •ntractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul- 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing, adjusting and balancing, preparation of of the Project and are requested by the Architect. operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 4.7 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Cer- other laboratory and environmental tests, inspections and tificate for Payment, more than 60 days after the date of Sub reports required by law or the Contract Documents. stantial Completion of the Work. 4.8 The Owner shall furnish all legal, accounting and insurance 3.4.19 Providing services of consultants for other than archi- counseling services as may be necessary at any time for the tectural, structural, mechanical and electrical engineering por Project, including auditing services the Owner may require to tions of the Project provided as a part of Basic Services. verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money 3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner. this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives, schedule, constraints and cri- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, flexi- days prior to execution. The Owner shall not request certifica- bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the 1jj cluirements, scope of this Agreement. MA DOCUMENT 8141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAy • ©1987 5 B141 -1987 TI IE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D,C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. ARTICLE 5 .3 if the Project is abandoned, terminate in actor• . - with Paragraph 8.3; or CONSTRUCTION COST .4 co..erate in revising the Project scope it quality as 5.1 DEFINITION requir - ..o reduce the Constructio• ost. .. • 5.1.1 The Construction Cost shall be the total cost or esti 5.2.5 If the Owner ch•t• es to pro : •under Clause 5.2.4.4, mated cost to the Owner of all elements of the Project designed the Architect, without additi. • - arge, shall modify the Con- or specified by the Architect. tract Documents as necess. - • to .- • ply with the fixed limit, if established as a condi of this Agre -tent. The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Do ents shall be the Iimt • the Architect's market rates of labor and materials furnished by the Owner and responsibilit• rising out of the establishment o fixed limit. equipment designed, specified. selected or specially provided The Ar - ect shall be entitled to compensation in 3 .0 rdance for by the Architect. plus a reasonable allowance for the Con- wi • is Agreement for all services performed whether o •ot tractor's overhead and profit. In addition, a reasonable allow- e Construction Phase is commenced. ante for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants, the costs of the land. SPECIFICATIONS AND OTHER DOCUMENTS rights -of -way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and other documents pre - 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget. preliminary and, unless otherwise provided, the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law, struction Cost. if any, prepared by the Architect. represent the statutory and other reserved rights. including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies. including repro - the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Specifications and ther the Architect nor the Owner has control over the cost of other documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project. The Archi- of determining bid prices, or over competitive bidding, market rect's Drawings, Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects. for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement. estimate of Construction Cost or evaluation prepared or agreed except by .agreement in writing and with appropriate compen- to by the Architect. sation to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing, proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget, unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto. If tion of the Architect's reserved rights. such a fixed limit has been established, the Architect shall be • permitted to include contingencies for design. bidding and . price escalation, to determine what materials, equipment, com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in ARTICLE 7 - Refer to . 12.9 below the scope of the Project and to include in the Contract Docu- ARBITRATION- ments alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an 7.1 Claims, disputes or other matters in question between increase in the Contract Sum occurring after execution of the p.. ies to this Agreement arising out of or relating to this A7,. ee- Contract for Construction. • ment • breach thereof shall be subject to and decided • • arbi- .3 If the Bidding or Negotiation Phase has not commend tration i .ccordance with the Construction Indust •- Arbitra- wit^'.• 90 days after the Architect submits the Constrnfction Lion Rules o e American Arbitration Associatio rrently in Docum - - to the Owner, any Project budget or f limit of effect unless th - •artier mutually agree otherwise. ,. Constructio ost shall be adjusted to reflecta anges in the 7.2 Demand for orb , .lion shall be file• n writing with the general level of • ■ces in the construction irp6try between the other party to this Agre tent and wi the American Arbitra- date of submission •f the Construction Documents to the tion Association. A demand arbi - lion shall be made within Owner and the date on hick pro. .sals are sought. a reasonable time after the c1•- .• dispute or other matter in 5.2.4 If a fixed limit of Co ction Cost (adjusted as pro- question has arisen. In no eve• sh. t e demand for arbitration vided in Subparagraph 5.2 , is eeded.by the lowest bona be made after the date w• - n instituti. • of legal or equitable fide bid or, negotiated • •posal, the •-. ner shall: . • proceedings based on •ch claim, disput •r ocher matter in .1 give w ' en approval of an incr.. - in such fixed question would be • , ed by the applicable sta of limitations. limn 7.3 No arbitration arising out of or relating to this treement .2 - thorize rebidding or renegotiating of th - •roject shall include •y consolidation, joinder or in any other Cr, within a reasonable time; an additi• al person or entity not a party to this Agree t, AIA DOCUMENT B141 • • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AlAD • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141 -1987 6 - xcept by written consent containing a specific reference to .2 Ten percent of the total compensation for Basic and thi- ::reement signed by the Owner, Architect, and any • - er Additional Services earned to date if termination person entity sought to be joined. Consent to tration occurs during the Design Development Phase; or involving additional person or entity shall •.t constitute .3 Five percent of the total compensation for Basic and • is consent to arbi , ion of any claim, disput . other matter in Additional Services earned to date if termination question not named descri: in the written • sent or with a person occurs during any subsequent phase. or entity not d or • ribed • rein. The foregoing agree- • merit to arbitrate and other •- -,reements to arbitrate with an additional person or enti • uly • • sented to by the panes to ARTICLE 9 this Agreement shal .e specifically e •rceable in accordance with applicable = • in any court having j diction thereof. MISCELLANEOUS PROVISIONS 7.4 T - ward rendered by the arbitrator or arbi ors shall be fi -., and judgment may be entered upon it in accor. . - with 9.1 Unless otherwise provided, this Agreement shall be gov- • .pplicable Iaw in any court having jurisdiction thereof. erned by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT • 9.3 Causes of action between the parties to this Agreement 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act shall be deemed to have not less than seven days' written notice should the other party accrued and the applicable statutes of limitations shall com- fail substantially to perform in accordance with the terms of this mence to run not later than either . the date of Substantial Com Agreement through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial 90 Completion, or the dace of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than $>l3t Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the 9.4 The Owner and Architect waive all rights against each Project is resumed, the Architect's compensation shall be equi- other and against the contractors, consultants, agents and tably adjusted to provide for expenses incurred in the interrup employees of the other for damages, but only to the extent cov- tion and resumption of the Architect's services. ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201, General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement. The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. • notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for termination. sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi tect for services and expenses, the Architect may, upon seven sent of t he e other. • s assign this Agreement without the written con days' written notice to the Owner, suspend performance of ser- sent of the under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- by the Architect within seven days of the date of the notice, the ment between the Owner and Architect and supersedes all suspension shall take effect without further notice. In the event prior negotiations, representations or agreements, either writ - of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac • 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. 9.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence, handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination. Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl (PCB) or other toxic substances. Basic Services and Additional Services earned to the time of ter- mination, as follows: 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to date if termination professional materials. The Architect's materials shall not . • occurs before or during the predesign, site analysis, or include the Owner's confidential or proprietary information if Schematic Design Phases; or the Owner has previously advised the Architect in writing of AIA DOCUMENT 8141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • ©1987 7 B141 -1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 • • • • the specific information considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- 10.3.1 An initial payment as set forth in Paragraph 11.1 is the motional materials for the Project. minimum payment under this Agreement. • • 10.3.2 Subsequent payments for Basic Services shall be made ti monthly and, where applicable, shall be in proportion to ser- , A RTICLE 10 vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2. • the portion of the cost of their mandatory and customary con 10.3.4 When compensation is based on a percentage of Con- tributions and benefits related thereto, such as employment struction Cost and any portions of the Project are deleted or taxes and other statutory employee benefits, insurance, sick otherwise not constructed, compensation for those portions of leave, holidays, vacations, pensions arid similar contributions the Project shall be payable to the extent services are per and benefits. formed on those portions, in accordance with the schedule set 10.2 REIMBURSABLE EXPENSES forth in Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compensa received, the most recent preliminary estimate of Construction tion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such por- incurred by the Architect and Architect's employees and con- tions of the Project. sultants in the interest of the Project, as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project; expenses in connection with authorized out -of -town Services and for Reimbursable Expenses shall be made monthly travel; long- distance communications; and fees paid for secur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings, Specifications and other documents. 10.5.1 No deductions shall be made from the Architect's corn- 11) 10.2.1.3 If authorized in advance by the Owner, expense of pensation on account of penalty, liquidated damages or other overtime work requiring higher than regular rates. sums withheld from payments to contractors, or on account of 10.2.1.4 Expense of renderings, models and mock -ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS - including professional liability insurance, requested by the 10.6.1 Records of Reimbursable Expenses and expenses per - Owner in excess of that normally carried by the Architect and taining to Additional Services and services performed on the Architect's consultants. basis of a multiple of Direct Personnel Expense shall be.avail- 10.2.1.6 Expense of computer -aided design and drafting able to the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: • 1$ xxxtliatitTtl 3f NRAf 8 ) ad tlxl Ads i�4r4St 5tf %x € 1 1I;�fKk§: AAA � 1' t 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: . (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation apply j • necessary.) 1 A Lump Sum Fee of $471,600 up to a construction cost of $5,240,000.00 plus 9% of construction costs above that amount. 110 • FOURTEENTH EDITION • A1A® • ©1987 - AIA DOCUMENT B141 • OWNER- ARCHITECT AGREEMENT 6141 -1987 8 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 • • ; 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: - - (Insert additional phases as appropriate.) 0 Refer also to Article 12 Other Conditions and Services, Paragraph 12.10. Schematic Design Phase: $94,320.00 - 20% ' Design Development Phase: $70,740.00 15% ' Construction Documents Phase: $212,220.00 45% Bidding or Negotiation Phase: $23, 580.00 5% Construction Phase: $70,740.00 15% Total Basic Compensation: $471,600.00 one hundred percent (100 %) • 11.3 COMPENSATION FOR ADDITIONAL. SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follows: • Refer to attached Exhibit A. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Additional Services, but excluding ser- vices of consultants, compensation shall be computed as follows: (Insert.hasis of compensation, including rates and /or multiples of Direct Personnel Expense for Principals and employees. and idenafy Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply. if necessary.) , ii Refer to attached Exhibit A. • • . . 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One ( 1. ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, if required.) - 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of One ( 1. ) times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Fourteen ( 14 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11,3.2. 11.5.2 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice. . Amounts unpaid Thirty ( 30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Archi- tect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) 9 8141 -1957 AIA DOCUMENT B141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N:W., WASHINGTON, D.C. 20006 • • • 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. • i ARTICLE 12 . OTHER CONDITIONS OR SERVICES . (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terns included in this Agreement.) See attached: Article 12 Other Conditions and Services (2 pages) • 1 111 1 . This Agreement entered into as of the day and year first written above. n , . OWNER ARCHITECT III Nig : L... _ • (Signature) (Signature) 4 , . Randy L. ngel, Vice President . (Printed name and title) (Printed name and title) • AIA DOCUMENT B141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • ALAI' • ©1987 8141 -1987 10 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON. D.C. 20006 ARTICLE 12 • OTHER CONDITIONS AND SERVICES 12.1 Attendance at various neighborhood and public meetings, building committee and city council meetings and municipal staff meetings as required for approvals is included in Schematic Design Phase Services and in Design Development Phase Services. 12.2 Basic Services include, as applicable, Structural, Mechanical and Electrical engineering design services and Fire Protection performance specifications. 12.3 Basic Services also include Civil engineering design services for site planning, grading, utilities, landscaping and storm water /Watershed District, including the securing of necessary permits from the Watershed District. The City's Engineer is required to provide a survey of the site /city -owned property and which shall include topographical and boundary data. Such information shall be provided in Autocad 2008 format. No other services are to be required by the City's Engineering Dept. However, a document titled, "Property Survey Data Required" will describe the necessary information that is sought. All Watershed District Permit Fees and Costs shall be Reimbursable Expenses. 12.4 This Contract does not include the p rovision of Professional Services nor the actual costs for the provision of Professional Services for soil corrections engineering and/or Hazardous Material Investigation /Engineering/Abatement Design. The Contract does include the provision of assistance to the City on its behalf with the coordination of these services from outside vendors and in consultation with the City. 12.5 This Contract includes Professional Design services for Signage and audio visual equipment. It also includes Professional Design services for furniture, voice /data system, security system, closed circuit TV, card/access system and (if necessary), lightning protection system. 12.6 This Contract does not include any professional design services for fast -track construction nor for professional design services in connection with a Construction Manager. (continued) ARTICLE 12 OTHER CONDITIONS AND SERVICES • (CONTINUED) 12.7 This Contract does not include Professional Design services for Owner- provided items including office equipment. The Contract also does not include Professional Design services for hardware and software for Owner's: telephone system, computer network system, data processing systems and voting systems. Hardware and software is defined as that equipment the City will procure from its own vendors and includes such items as service panels, handsets, terminals, personal computers, computer peripheral devices, servers, server racks, voting machines and the installation and operation therein. The Contract does include the provision of assistance to the City on its behalf with coordination of these services and installations thereof from outside vendors and in consultation with the City during the construction period. The Contract does include the design, coordination, oversight and implementation of the internal wall conduits, cabling and other permanent appurtenances that allow the telephone and data systems to function as typically designed. 12.8 Randy Engel, Vice President of Buetow and Associates, will serve as the Firm's Principal -in- Charge. He is considered by the Owner to be critical to the proper performance of this Agreement. He will not be removed or substituted without good cause shown and without the written consent of the Owner, which consent shall not be unreasonably withheld or delayed by the Owner. 12.9 Refer to attached Exhibit B. 12.10 As part of the Contract, upon the commencement of actual construction activities, the Architect shall, make periodic on -site observations at least once per week and shall provide written report to the City as to the status of the project. The City at its option, may select to hire an `Owner's Representative' to represent the City during the Construction Phase of the project. Should the City select to hire an `Owner's Representative', the City may reduce the actual required site visits from once weekly, to not less than twice per month. Should the City request that site visits be so reduced, the total 9% fee shall be reduced to 8.75 %. BUETOW AND ASSOCIATES INC AN ARCHITECTURAL SERVICES COMPANY 2345 Rice Street Suite 210 • St. Paul, Minnesota 55113 EXHIBIT A 2008 Rates Additional Professional Services are compensated at the following hourly rates (if applied): Principal $130 Project Manager $120 Project Architect $110 Project Designer $ 95 Drafter I /II $85/90 Secretary $ 55 Buetow and Associates' Reimbur a 1 Expenses incurred on behalf of a project are as follows: w s b e Ex P P J Computer Plots $20.00 per sheet • Facsimile Transmissions $2.00 per sheet Messenger Service • at cost Mileage • -sn� er— RS Photo copying • $.15 per 8 1/2 x 11 sheet Postage at cost Printing of Bid Documents • at cost Reproduction of Drawings : $3.00 per sheet • tel 651 483 -6701 fax 651 483 -2574 www.buetowarchltects.com EXHIBIT B • MEDIATION 1. Claims, dispute or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof shall be subject to mediation unless the parties mutually agree otherwise or, after reasonable efforts, such mediation does not result in a complete resolution of such dispute. 2. Demand for mediation shall be filed in writing with the other party to this Agreement and with a mutually- agreed upon Minnesota -based mediator. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statutes of limitations. 3. No- mediation arising out of or relating to this Agreement shall include an additional person or entity not a party to this Agreement, except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and such 0 ther erson or entity. C p ty. onsent to mediation involving an additional person or entity shall not constitute consent to mediation of any claim, dispute or other matter in quon not descrbed in thritten on or with a person or entity not named or 1. descr there The forego agreement csent to mediate and other agreements to mediate w ith an additional l pe or ent duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law and in any court having competent jurisdiction. 4. In the event mediation does not lead to a complete resolution, or in the event the t parties agree to forego mediation, any claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof may be submitted to any court of competent jurisdiction sitting in Minnesota. • ARTICLE 12 • OTHER CONDITIONS AND SERVICES 12.1 Attendance at various neighborhood and public meetings, building committee and city council meetings and municipal staff meetings as required for approvals is included in Schematic Design Phase Services and in Design Development_Phase Services. ; A el 12.2 The Contract dyes include, as applicable, Structural, Mechanical and Electrical engineering ddsign services and Fire Protection performance specifications. Qt-t ca tlwur knU prUW`k f r5 u comto ( t� „ .?. 0 ham' 12.3 The Contract also include Civil engineering design services for site planning, grading, utilities, landscap' g and storm water /Watershed District, including the securing o necessary per is from the Watershed District. The City's Engineer is required to provide a su ey of the site/ city -owned property and which shall include topographical boundary data. Such information shall be provided in Autocad 2008 format. No other services are to be required by the City's Engineering Dept. However, a document titled, "Property Survey Data Required" will describe the ke ssary information that is sought. All Watershed District Permit Fees and Co shall be Reimbursable Expenses ■ / ; iv, 4 apeiOno ro)i , • 12.4 This Contract does not include the provision of Professional Services nor the actual costs for the provision of Professional Services for soil corrections engineering and /or Hazardous Material Investigation/Engineering /Abatement Design. The Contract does include the provision of assistance to the City on its behalf with the coordination of these services from outside vendors and in consultation with the City . 12.5 This Contract includes Professional Design services for Signage and audio visual equipment. The Contract also includes Professional Design services for furniture, voice /data system, security system, closed circuit TV, card/access system and (if necessary), lightning protection system. 12.6 This Contract does not include any professional design services for fast -track construction nor for professional design services in connection with a Construction Manager. t) tv- •�k e ,y. 12.7 This Contract does not include Pr s sional Design services for Owner provided items inaindtng office equip ent. The Contract also does not include Professional Design services for hardware and software for Owners: telephone system, computer network s stem, data processing systems and voting systems. Hardware and software is de ned as that equipment the City will procure from its own vendors and includes suc items as service panels, handsets, terminals, • c3ti5 (c t ,`'` . C� ,yet personal computers, computer peripheral devices, servers, server racks, voting machines and the installation and operation therein. The Contract does include the provision of assistance to the City on its behalf with coordination of these services and installations thereof from outside vendors and in consultation with the City during the construction period. The Contract does include the design, i j� coordination, oversight and implementation of the internal wall conduits, cabling, jki"' and other permanent appurtenances that allow the telephone and data systems to function as typically designed. 12.8 Randy Engel, Vice President of Buetow and Associates, will serve as the Firm's Principal -in- Charge. He is considered by the Owner to be critical to the proper performance of this Agreement. He will not be removed or substituted without good cause shown and without the written consent of the Owner, which consent shall not be unreasonably withheld or delayed by the Owner. 12.9 Refer to attached Exhibit B. 12.10 As part of the Contract, upon the commencement of actual construction activities, the Architect shall, at make periodic on -site observations at least once per week and shall provide a written report to the City as to the status of the project. The City at its option, may select to hire an `Owner's Representative' to represent the City during the construction phase of the project. Should the City select to hire an • `Owner's Representative', the City may reduce the actual required site visits from once weekly, to not less than twice per month. Should the City request that site visits be so reduced by written notice to the Architec , the total 9 % fee as shall be reduced to 8.75 %. ,Irn ,, ■." vrw ro 12.11 Paragraph 2.6.8 • deleted in total and is replaced with, "Except as may otherwise be provided in a Contract Documents or when direct communications have been specially auth 'zed, the Owner and the Contractor shall communicate on substantiative afters through the Architect. Communications by and with the Architect's consultants shall be through the Architect" 12.12 Paragraph 2.6.11 is amended to include the following sentence, "Whenever the Architect shall reject work which does not conform to the Contract Documents, the Architect shall provide notice thereof immediately to the Owner." 12.13 Paragraph 3.3.1(.3) is utilizes the phrase "timely manner ", this shall be interpreted to be not more than seven calendar (7) days. 12.14 Paragraph 3.3.3 is revised to, "Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals and providing other services in connection with Change Orders and Construction ' Change Directives that alter the Construction contract values by.;8011:UO • )•■511'7 "The 12.15 Paragraph 3.3.4 is revised to, Architect may charge for Additional Se ices S in connection with evaluating substitutions proposed by the Contractor making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. The Architect shall first advise the Owner and receive direction from the Owner regarding the proposed substitution prior to investing additional time or services for evaluation of such substitution. c 12.16 In the event of the Contractor not performing required work in a timely and/o l "workmanlike" manner, the Architect, as part of the Contract and at no ad tional expense to the City, shall take all necessary action to support the City ' roject review and will prepare necessary communications to the Contractor t secure timely and prompt performance from the Contractor including participating in providing documentation and information to prepare a Notice of Default to the Contractor. ��cv 12.17 The Owner and the Architect shall negotiate gat for the creation and delivery of final Record Drawings to the Owner upon the completion of the Project. 12.18 The last sentence of Paragraph 6.1 states, "The Architect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this project or for completion of this Project by] others, unless the Architect is adjudged to be in default under this Agreement, except by agreement in writing and with appropriate compensation to the • Architect." This sentence is deleted in its entirety and is replaced with, "Except for a new and subsequent project, the Architect's drawings, specifications and other documents may be used by the Owner or its agents, for any review, evaluation, study, expansion, report, or analysis of the Project and/or building in any aspect. • ny third party use of these documents is prohibited without the Owner and Ar 'tect's written consent." 12.19 Architect and Own • agree that any and all previous contractual obligations betwee e-garties i , ve been fulfilled and all amounts have been paid in full. r IP 12. xhibit B - MEDIAT 0 • V SION Add language: 5. Mediation, o e req ed by either party, must be initiated and completed within seven 7) day of - ss agree0 e extended by both parties. Air Vim- OF ( -5 lo� leCiAth4 cvvAct++ s j j✓ • 1 tat-AP 43ti Writer's Direct Dial : ( 0,0cve (651) 351 -2118 k (oe. i 1 1 •• Writer's E -mail: mvierling@eckberglammers.com June 18, 2008 Eric Johnson City Administrator City of Oak Park Heights 14168 Oak Park Boulevard North Oak Park Heights, MN 55082 Re: New Cray Hall '08 Our File No.: 01501 -17435 Agreement Between Owner and Architect Dear Eric: • I have reviewed the document prepared by Buetow & Associates, Inc. relative to the architects contract and provide you with comments within this letter on that matter. The contract as ro osed follows the P p I I standard form IAI Document B141, but I would suggest consideration of the following matters: 6 , ) Paragraph 2.6.5. provides in part: "However, the architects shall not be required to make exhaustive or continuous on site inspections to check quality or quantity of work." If Randy does have an agreement with the City that is referenced in attachment 12.10 on new Article 12, I would suggest that the language in 2.6.5 be stricken I I $� as it is confusing and in some r , in conflict with that provision in Article 12. 0 e' �g 1V1 �bv'' Z L ,S . t4 �f aS�'ttue ` - of (n$.� \i met- Ott Aim 5'ttlJ PenooDkC • - cY‘vcxa5 0.v4. t crt e4- 1AA1 Paragraph 2.6.8 provides on issues of communication • at e owner an• con actor shall fp communicate through the architect. Obviously we want all substantive and principal communications e 4 ( r be funneled through the architect back to the owner; however, these are workers and a general forem • for the general contractor that is going to be on site and very probably communicating with city staffo • a number of issues that many of which will be very small in substance. I would suggest that the langua;.e �." be mod' - • .. • . • • to t MIC 0.E3 St t3c.E Cat 5Tc � C aw fl Q r� c)13.3 t v t S 9Ec+ iS &1 NNO. 11 OD C TR, C O.Tld1- ' 1 hl ti ' p Cast crf.Ct9c1'.9 (3.2.. RA -t2 s© cle--Sipo-sttact 5 t A- t ti 1 1 c( tlivL5 t tA,.`"t" t t.T l - 1...,?)' Ca #-J U 0,1 C CM - c Cu c°t 5 Vi\c . Vikat C a' 0 \LW24 ) c o-V, TC 5 i'cyCC S ----.s c t.t.6 r ce- 0 `c ? T cad C WE E COO , f Tc( ki. ' C 4 COM t ritb7, t, 4Atz 4o -KA 5 KL.C14trEaCT /4$ f- \ 1 -4SE1 : • c, t. 1 : ► G 6 * � mica , ititkTcacri( "...the owner and contractor shall communicate on substantive matters through the architect." 3 l� Para aph 2.6.11. I suggest the following sentence be added: a c s a 9 "Whenever the architect shall reject work which does not conform to the contract documents, he shall provide notice thereof immediately to the owner." 6) Paragraph 3.3.1(.3) talks about revisions and costs for additional services in drawing specifications or other documents, which revisions are "due to changes required as a result of the owner's failure to render decisions in a timely manner." Obviously, owner's decision in this particular contract are going to be made primarily from the City Council in terms of substantive decisions. There is ,,Vino definition of what constitutes a failure to render a decision in a timely manner on behalf of the City i V Council. I would suggest the language be added, indicating that from the date of a proposal being made 11 l relative to a change or decision necessary from the City Council, the City Council would have at least 15 k days to re "ew and render its decision in the matter. t,1 V► l,° 5cj ciel II, tAm U 4 cs u � C tavS �" V.) r ,, s b P CiJ r 5c4eik) 5. 1 conceme . with Paragraphs 3.3.4, 3.3.6, 3.3.7 and 3.3.8, all of which lead us back into the similar circumstances that we found ourselves in with DNR Construction in terms of the architectural - services we had at that point in time. It seems to me that we want the architect to be involved and should have his participation and involvement without additional cost up until the point where default is 0 declared by the City against the contractor. At that point in time, the City is into a potential litigation or at least a contract enforcement provision which I would agree is above and beyond the duties of the architect, but before that period of time it would seem to me that the architect services in evaluating the r6 work that is being one by the contractor or, m ore importantly, that ma. not be being d one by the " g Y � p y, may g y th contractor is part of the service that the p City is paying for in the matter. I would restructure the language Y a in �'I in all of those provisions to reflect that until such time as default is declared against the contractor, no ' i4- additional services provided by the architect would be regarded as beyond the basic scope of services t`- provided for within the contract and thereby n additional p y d al billings would be incurred. ' g 'Your attention is drawn to Paragraph 3.4.16 where the architect proposes that it will be an ' r `- 6 a. • itional charge to prepare a set of reproducable re lard drawings showing significant changes in the t , a ., Vg / Irk mad during o I 1 traction based on marked up prints, etc. V i ) # �� ' C�17 O . 4 (1 '� • ''� ity has always required developments to have as builts produced as part of their work, at - . t in terms of infrastructure improvements in the area and it would seem to me the City would want to i I have a final set of drawings s re p ared relative to the completed o g prepared mpleted building in this particular matter. I would t � th negotiated with the architect to add that in as part of the basic vice in this matter j‘ u )6 k9 -"LL tAE6crtPTE A "Cc" 30 WT PPP c� f e rto '� r . C1 T 1.)tT DS' . Paragraph provides for the continuation of us of the final architect drawings, specifications and suggest other d oc that um be ents The paragraph provides in part that the City would be preclu from using the (, architects drawings 6.1 for any fiiture additions to the pro or for completion of the project by others ^ �� D t cv , -kS I T / A` °k Yel . ,Wry- trs4, C fly. co c 5 f . . . , 411 , unless the architect is judged to be in default. I have no problem with the architect prohibiting use by others for other projects. However, it seems to me that the City is paying for these drawings and should have a proprietary interest in and to them for its own purposes. Consequently, I believe the drawings should be the property of the City in. addition to property of the architect, but the City should have full use and right of opportunity to utilize the project drawings for any purpose it desires related to City utilization on City property of this project. Consequently, I would strike that language referred to. G . Your attention is drawn to Paragraphs 1 throw 4 in Exhibit B on Mediation. Mediation is an acceptable concept. However, in a construction project, without a time requirement to implement and (AL... complete the mediation, serious damage can occur on the site and decisions will need to be made for which a timely response is required. Consequently, I would add a paragraph providing as follows: "5. Mediation, once requested by either party, must be initiated and completed within seven (7) days, unless agreed to be extended by both parties." In that fashion, hopefully minimal damage can occur on the site or to the City's position relative to the issue in dispute, which could otherwise occur if there is no timeline to initiate and complete the mediation. I have noted also the X outs in the proposed draft of the contract which have been, I presume, implemented by yourself. Those I have not reviewed, but have limited my review to the remaining provisions. If you have any questions, please feel free to contact me. • Yours very truly, Mark J. Vierling MJV /sdb i 1 11110 `f BUETOW AND ASSOCIATES INC AN ARCHITECTURAL SERVICES COMPANY 2345 Rice Street Suite 210 St. Paul. Minnesota 55113 • Letter of Transmittal: To: City of Oak Park Heights Date: 6/11/08 14168 Oak Park Boulevard North Oak Park Heights, MN 55082 Attn: Eric A. Johnson, AICP, City Administrator Project Number: 0822 Project Name: New City Hall The following items are enclosed and sent via: X Mail FedEx Fax 1 hour Courier 3 hour Courier Delivered Copies Number Description 2 AlA- B141 Signed Standard Form of Agreement Between Owner and Architect e t on above project for your signature and return of 1 signed copy to our • office. Thank you Remarks Copies to: Transmittal Enclosure Signed: Randy Engel tel 651 483 -6701 fax 651 483 -2574 www.buetowarchitects.com T H E A M E R I C A M I N S T I T U T E O F . A R C H I T E C T • • t4 4 AIA Document B ?41 • • Standard Form of Agreement : -t eery - • Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONS • LTAT N WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETIO OR • O IFICATION. AGREEMENT made as of the Eleventh (11th) day of June in the year of 1411 Two Thousand and Eight (2008) BETWEEN the Owner: City of Oak Park Heights (Name and address) 14168 Oak Park Boulevard North ( • Oak Park Heights, Minnesota 55082 and the Architect: Buetow & Associates, Inc. (Fame and address) 2345 N. Rice Street, Suite 210 St. Paul, Minnesota 55113 • • For the following Project: (Include detailed description of Project, location, address and scope.) . The design of a new City Hall Facility of approximately 20,000 gross square fee , a 1,080 gross square foot addition to the existing Public Works Building, . demolition of the existing City Hall and requisite site work necessitated by construction of the above Facilities. The new City Hall Facility will be located on existing City -owned property on the site of the current City Hall Facility. The Owner and Architect agree as set forth below. Copyright 1917, 1926.1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, ©1987 by The American Institute of Architects. 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be • subject CO legal prosecution. AIA DOCUMENT B141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • ©1987 $747 -987 1 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 • • • TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT • ARTICLE 1 schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents . ARCHITECT RESPONSIBILITIES consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc- 1.1 ARCHITECT'S SERVICES tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect, Architect's employees and Architect's 2.3.2 The Architect shall advise the Owner of any adjustments • consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost. and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- 2.4 CONSTRUCTION DOCUMENTS PHASE . tiously as is consistent with professional skill and care and the 2.4.1 Based on the approved Design Development Docu- orderly progress of the Work. Upon request of the Owner, the menu and any further adjustments in the scope or quality of Architect shall submit for the Owner's approval a schedule for the Project or in the construction budget authorized by the the performance of the Architect's services which may be Owner. the Architect shall prepare, for approval by the Owner, adjusted as the Project proceeds, and shall include allowances Construction Documents consisting of Drawings and Specifica- for periods of time required for the Owner's review and for tions setting forth in detail the requirements for the construe- approval of submissions by authorities having jurisdiction over tion of the Project. the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms. the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract, and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor, 2.4.3 The Architect shall advise the Owner of any adjustments • ARTICLE 2 to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. SCOPE OF ARCHITECT'S BASIC SERVICES 2.4.4 The Architect shall assist the Owner in connection with • 2.1 DEFINITION the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal strut- 2.5 BIDDING OR NEGOTIATION PHASE tural. mechanical and electrical engineering services. 2.5.1 The Architect, following the Owner's approval of the 2.2 SCHEMATIC DESIGN PHASE Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids • Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.6 CONSTRUCTION PHASE — ADMINISTRATION 2.2.2 The Architect shall provide a preliminary evaluation of OF THE CONSTRUCTION CONTRACT • the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limita- 2.6.1 The Architect's responsibility to provide Basic Services tions set forth in Subparagraph 5.2.1. for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates 2.2.3 The Architect shall review with the Owner alternative at the earlier of the issuance to the Owner of the final Certificate approaches to design and construction of the Project. for Payment or 60 days after the date of Substantial Completion 2.2.4 Based on the mutually agreed -upon program, schedule of the Work, unless extended under the terms of Subparagraph and construction budget requirements, the Architect shall 10.3.3. prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con - ments consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of the scale and relationship of Project components.. AIA Document A20I, General Conditions of the Contract for 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area, volume or otherwise provided in this Agreement. other unit costs. • 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without 2.3 DESIGN DEVELOPMENT PHASE written agreement of the Owner and Architect with consent of 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably al and any adjustments authorized by the Owner in the program, withheld. AM DOCUMENT 3141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • L@1987 81411987 2 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 f 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2) reviewed construction means, meth- and consult with the Owner (1) during construction until final ods, techniques, sequences or procedures, (3) reviewed copies payment to the Contractor is due, and (2) as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate rection period described in the Contract for Construction. The the Contractor's right to payment or (4) ascertained how or for S Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise on account of the Contract Sum. modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which - 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally familiar tion of the intent of the Contract Documents, the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- ments, whether or not such Work is fabricated, installed or dance with the Contract Documents. However, the Architect completed. However, neither this authority of the Architect nor shall not be required to make exhaustive or continuous on -sire a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On cise such authority shall give rise to a duty or responsibility of the basis of on -site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per- the Work, and shall endeavor to guard the Owner against sons performing portions of the Work. • defects and deficiencies in the Work. (More extensive site . representation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited 2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques, sequences or procedures, or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the P y under the Contract for struction con - solely the Contractor's responsibility in Owner or of separate contractors, while allow - structi n of the O wn Construction. The Architect shall not be responsible for the g sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con - dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and com- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of Cher persons equipment or systems desi designed by the Contractor, all of which o sons erformin portions of the Work. i P P P o k. g , g remain the responsibility of the Contractor to the extent 2.6.7. The. Architect shall ar all. times have access co the Work required by the Contract Documents..The Architect's review wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate cially authorized, the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect. Communications by and with the Archi- When professional cenification of performance characteristics tect's consultants shall be through the Architect. of materials, systems or equipment is required by the Contract • Documents, the Architect shall be entitled to rely upon such 2.6.9 Based on the Architect's observations and evaluations of cenification to establish that the materials, systems or equip- the Contractor's Applications for Payment, the Architect shall ment will meet the performance criteria required by the Con- review and certify the amounts due the Contractor. tract Documents. . 2.6.10 The Architect's certification for payment shall consti- 2.6.13 The Architect shall prepare Change Orders and Con - Lute a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay- Subparagraphs 3.1.1 and 33.3, for the Owner's approval and . ment, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and that, to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, co results of subse- . quent tests and inspections, to minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final cific qualifications expressed by the Architect. The issuance of a completion, shall receive and forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- III fled. However, the issuance of a Certificate for Payment shall bled by the Contractor, and shall issue a final Certificate for Pay -' not be a representation that the Architect has (1) made exhaus- ment upon compliance with the requirements of the Contract . tive or continuous on -site inspections to check the quality or Documents. AIA DOCUMENT B141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • A1A • ©1987 3 B141-1987 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 6 • 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- cerning performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work, either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights, responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the 3.3 CONTINGENT ADDITIONAL SERVICES Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings, Specifications or other drawings. When making such interpretations and initial deci- documents when such revisions are: sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality .1 inconsistent with approvals or instructions previously to either, and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sary by adjustments in the Owner's program or Proj- 2.6.17 The Architect's decisions on matters relating to aesthe- ea budget; tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes, laws the Contract Documents. or regulations subsequent to the preparation of such 2.6.18 The Architect shall render written decisions within a documents; or reasonable time on all claims, disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. • tion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant 2.6.19 The Architect's decisions on claims, disputes or other changes in the Project including,. but not limited to, size, qual- matters, including those in question between the Owner and ity, complexity, the Owner's schedule, or the method of bid- Contractor, except for those relating to aesthetic effect as pro- ding or negotiating and contracting for construction, except for vided in Subparagraph 2.6.17, shall be subject to arbitration as services required under Subparagraph 5.2.5. provided in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's propos- and providing other services in connection with w an:, ARTICLE 3 Orders and Construction Change Directives. ''MA1d2.4 1 ADDITIONAL SERVICES 3 • - • - rvices in connectiow ing su.sti- , • C,{il tutions proposed by • • of and making subsequent 3.1 GENERAL revisions to Drawings Specifications t • : - _ ••cementation resulting therefrom. t�.xn+J` "`"`'1 I KP r"(- 4...4 P. & t'''‘'--- 3.1.1 The services described in this Article 3 are not included �'+ e �' L" S '• in Basic Services unless so identified in Article 12, and they shall 3.3.5 Providing consultation concerning replacement of work be paid for by the Owner as provided in this Agreement, in damaged by fire or other cause during construction, and fur - addition to the compensation for Basic Services. The services nishing services required in connection with the replacement described under Paragraphs 3.2 and 3.4 shall only be provided of such Work. if authorized or confirmed in writing by the Owner. If services 3,3.6 Providing services made necessary by the default of the • . described under Contingent Additional Services in Paragraph Contractor, by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor, or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to com- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner 3, . • .vidin. services in eval - _ extensive number of • shall give prompt written notice to the Architect. If the Owner claims submitte•PT -- .r or others in connection indicates in writing that all or part of such Contingent Addi- wit• - •pork. clonal Services are not required, the Architect shall have no obli- 3.3.8 Providing services in connection with a public hearing, gation to provide those services. arbitration proceeding or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate, separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding, negotia- described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Construc- provide one or more Project Representatives to assist in carry- lion Documents Phase. . ing out such additional on -site responsibilities. • - 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and • directed by the Architect, and the Architect shall be. compen Providing analyse e Owner's needd program- . . . sated therefor as agreed by the Owner and Architect. The the requirements a ject. duties, responsibilities and limitations of authority of Project olec 3.4.2 Providing financial feasibility or other special studies. . Representatives shall be as described in the edition of AIA • II Document B352 current as of the date of this Agreement, unless 3.4.3 Providing planning surveys, site evaluations or com- otherwise agreed. parative studies of prospective sites. AM DOCUMENT B141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • ALA • ©1967 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141 -1987 4 L 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project, including the Construction Cost, the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 0 3.4.5 Providing services relative to future facilities, systems 4.3 if requested by the Architect, the Owner shall furnish evi- and equipment. dence that financial arrangements have been made to fulfill the 3.4.6 Pr (ding services to inve gate existing conditions or Owner's obligations under this Agreement. facilitie or o make measured dr ings thereof. 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The other information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical 3.4.9 Providing services in connection with the work of a con- characteristics, legal limitations and utility locations for the site of the Project, and a written Jegal description of the site. The struction manager or separate consultants retained by the Owner. surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining 3.4.10 Pro4ag detailed c4'mates of Co truction Cost. property and structures; adjacent drainage; rights =of -way, restrictions, easements, encroachments, zoning, deed restric- 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. Lions, boundaries and contours of the site; locations, dimen L ti5 sions and necessary data pertaining to existing buildings, other ---Q),12 Providing analyses of owning and operating costs. improvements and trees; and information concerning available utility services and lines, both public and private, above and • 3.4.13 r yiding interior design and ot11, similar services below grade, including inverts and depths. All the information with the selec required or in conne on n, procurement on the survey shall be referenced to a Project benchmark. or installa to of furniture rnishings and el ed equipment. 3.4.14 Providing services for planning tenant or rental spaces. 4.6 The Owner shall furnish the services of geotechnical engi- neers when such services are requested by the Architect. Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not limited to test borings, test ment, or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resis- 3.4.16 Preparing a set of reproducible record drawings show- tivity tests, including..necessary operat•idas for anticipating sub- ''' ‘01 ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional *d� based on marked -up prints, drawings and other data furnished recommendations. bby the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul- 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably' required by the scope systems such as testing, adjusting and balancing, preparation of of the Project and are requested by the Architect. operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 4.7 The Owner shall furnish structural, mechanical, chemical, 3.4.18 Providing services after issuance to the Owner of the air and water pollution tests, tests for hazardous materials, and final Certificate for Payment, or in the absence of a final Cer- other laboratory and environmental tests, inspections and • tificate for Payment, more than 60 days after the date of Sub reports required by law or the Contract Documents. stantial Completion of the Work. 4.8 The Owner shall furnish all legal, accounting and insurance 3.4.19 Providing services of consultants for other than archi- counseling services as may be necessary at any time for the tectural, structural, mechanical and electrical engineering por Project, including auditing services the Owner may require to Lions of the Project provided as a par[ of Basic Services. verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money 3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner. this Agreement or not customarily furnished in accordance with generally' accepted architectural practice. 4.9 The services, information, surveys and reports required by Paragraphs 4rough 4.8 shall be furnished at the Owner's expense,, ariNele Architect shall be entitled to rely upon the accuracy . 448 completeness thereof. ARTICLE 4 4.10 P notice shall be given by the Owner to the Architectf' chi Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Prot o nonconformance with the Contract Documents. x 'a " 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives, schedule, constraints and cri- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, fiexi- days prior to execution. The Owner shall not request certifica- • bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the ecuirements. scope of this Agreement. ALA DOCUMENT B141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • ALA!' • ©1987 5 B141 -1987 TILE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W, wASIIINGTON, D.C. 2006 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. b ARTICLE 5 .3 if the Project is abandoned, terminate in actor• . - . with Paragraph 8.3; or CONSTRUCTION COST .4 co. *crate in revising the Project scope : quality as 5.1 DEFINITION require. o reduce the Constructs. • ost. 5.2.5 If the Owner ch•. es to pro - d under Clause 5.2.4.4, . 5.1.1 The Construction Cost shall be the total cost or esti the Architect, without addin• • arge, shall modify the Con - mated cost to the Owner of all elements of the Project designed tract Documents as recess ; to ply with the fixed limit, if or specified by the Architect. established as a condi '. of this Agre -• nt. The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Do.. ents shall be the lime • the Architect's market rates of labor and materials furnished by the Owner and responsibilit ' rising out of the establishment • fixed limit. equipment designed, specified. selected or specially provided The Ar -' ect shall be entitled to compensation in a • dance for by the Architect. plus a reasonable allowance for the Con- wi • is Agreement for all services performed whether o •ot tractor's overhead and profit, In addition, a reasonable allow- e Construction Phase is commenced. ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants. the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights -of -way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and ocher documents pre - 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget. preliminary and, unless otherwise provided, the Architect shall be deem - estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all commo• aw, struction Cost. if any, prepared by the Architect. represent the statutory and other reserved rights. including the c ..yright. A " Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies, incl ding repro pf the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Spe•• 'cations and 1 ther the _Architect nor the Owner has control over the cost of other documents for information and refer - e in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupan ' . t e Project. The Archi- of determining bid prices, or over competitive bidding. market sect's Drawings. Specifi . s or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects. ferzelditieas.to and does nor warrant or represent that bids or negotiated prices t ' _ - c •_ • .• • - • _ - Z. • " - : - . ess will not vary from the Owner's Project budget or from any 0 estimate of Construction Cost or evaluation prepared or agreed - - •• - - _ _ to by the Architect. .z..,.io , [ 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing, proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget. unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto. If tion of the Architect's reserved rights. such a fixed limit has been established. the Architect shall be permitted to include contingencies for design. bidding and price escalation, to determine what materials, equipment. com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in ARTICLE 7 — Refer to 12.9 below the scope of the Project and to include in the Contract Docu- A1:1434•T4TI04V- mencs alternate bids to adjust the Construction Cost CO the fixed limit. Fixed Iimits if any, shall be increased in the amount of an 7.1 Claims, disputes or other matters in question between increase in the Contract Sum occurring after execution of the Contract for Construction, p 'es to this Agreement arising out of or relating to this A7,- ee- ment • breach thereof shall be subject to and decided • ' arbi- .3 If the Bidding or Negotiation Phase has not commer ped cation i •ccordance with the Construction Indust. Arbitra- wi 90 days after the Architect submits the Consuxiction tion Rules o e American Arbitration Associatio. urrenrly in Docum - ' to the Owner, any Project budget or f limit of effect unless th daisies mutually agree oche • .e. Construedo ost shall be adjusted to reflect Ranges in the 7.2 Demand for arb tion shall be file• n writing with the other party to this Agre general level of •ices in the construction in try between the yens and wi the American Arbitra- date of submission •f the Consccuctio Documents to the tion Association. A demand arbi - don shall be made within • Owner and the date on • hick pro•dsals are sought. a reasonable time after the d•- dispute or other matter in 5.2.4 If a fixed limit of Co ction Cost (adjusted as pro- question has arisen. In no eve. sh - i e demand for arbitration vided in Subparagraph 5.2 . is . ceded by the lowest bona be made after the date w. n inscituti.• of legal or equitable fide bid or negotiated • • •.posai, the .nei shall: • proceedings based on .ch claim, disput •r other matter in .1 give w ' en approval of an incr in such fixed question would be • - • by the applicable sta -. of limitations. isms 7.3 No arbitrat•'•n arising out of or relating to this •reement .2 - thorize rebidding or renegotiating of th •roject shall include .y consolidation, joinder or in any other er, SI within a reasonable time; an adcliti• al person or entity not a parry to this Agree < t, AlA DOCUMENT $141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • MIA. • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141 -1987 6 i - xcept by written consent containing a specific reference to .2 Ten percent of the total compensation for Basic and thi : • reement signed by the Owner, Architect, and any • : er Additional Services earned to date if termination person - entity sought to be joined. Consent to - tration ., occurs during the Design Development Phase; or involving . . dditional person or entity shall • • constitute .3 Five percent of the total compensation for Basic and 0 consent to arbi • ion of any claim, disput - . other matter in Additional Services earned to date if termination question not descri: • in the written •sent or with a person occurs during any subsequent phase. or entity not named or • ribed • rein. The foregoing agree- ment to arbitrate and othe •- eements to arbitrate with an additional person or ent" •uly :.sented to by the parties to this Agreement shal .e specifically e •rceable in accordance ARTICLE 9 with applicable = • in any court having j " diction thereof. MISCELLANEOUS PROVISIONS 7.4 T - -ward rendered by the arbitrator or arbic •rs shall be f . , and judgment may be entered upon it in actor. with 9. Unless otherwise provided, this Agreement shall be gov- • pplicable law in any court having jurisdiction thereof. erned by the law of the principal place of business of the Architect. 9.2 this Agreement shall have the same meanie 9 Terms in meaning as ARTICLE 8 those in AIA Document A201, General Conditions of the Con - tract for Construction, current as of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT • 9.3 Causes of action between the parties to this Agreement ent 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act shall be deemed to have • not Iess than seven days' written notice should the other parry accrued and the applicable statutes of limitations shall com- fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Com- Agreement through no fault of the party initiating the termination, pletion for acts or failures to act occurring prior to Substantial 90 Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than S'3 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi- 9.4 The Owner and Architect waive all rights against each tably adjusted to provide for expenses incurred in the interrup- tion and resumption of the Architect's services. employees of the other for damages, but only to the extent cov- ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201, General Conditions • event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement. The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. • notice. 9.5 The Owner and Architect, respectively, bind themselves, • 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- legal with representatives of such other party nonperformance and cause for termination. sors, assigns and eg p p , respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con- tect for services and expenses, the Architect may, upon seven sent of the other. days' written notice to the Owner, suspend performance of ser- vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- by the Architect within seven days of the date of the notice, the ment between the Owner and Architect and supersedes all suspension shall take effect without further notice. In the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement, the Architect and all Termination Expenses` as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence, handling, removal or disposal of or expo- , , Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination. Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl (PCB) or other toxic substances. Basic Services and Additional Services earned to the time of ter- minacion, as follows: 9.9 The Architect shall have the right to include representa- • tions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to dace if termination professional materials. The Architect's materials shall not S occurs before or during the predesign, site analysis, or Schematic Design Phases; or include the Owner's confidential or proprietary information if • the Owner has previously advised the Architect in writing of AIA DOCUMENT 6141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • CO 1987 7 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 i - PAYMENTS BASIC SERVICES considered b f 10.3 PAY E SON ACCOUNT OF the specific information y the Owner to be con dential or proprietary. The Owner shall provide professional 10.3.1 An initial payment as set forth in Paragraph 11.1 is the credit for the Architect on the construction sign and in the pro- minimum payment under this Agreement. motional materials for the Project. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- , ARTICLE 10 vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be in the manner set forth in computed Subparagraph 11.3.2. • salaries of the Architect's personnel engaged on the Project and com P the portion of the cost of their mandatory and customary con 10.3.4 When compensation is based on a percentage of Con- tributions and benefits related thereto, such as employment struction Cost and any portions of the Project are deleted or taxes and other statutory employee benefits, insurance, sick otherwise not constructed, compensation for those portions of leave, holidays, vacations, pensions and similar contributions the Project shall be payable to the extent services are per - benefits. and bene with the schedule set those portions, in accordance ith he s formed on os p forth in Subparagraph 11.2.2, based on (1) the lowest bona fide 10.2 REIMBURSABLE EXPENSES bid or negotiated proposal, or (2) if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compensa received, the most recent preliminary estimate of Construction Lion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such por- incurred by the Architect and Architect's employees and con- [ions of the Project. sultants in the interest of the Project, as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project; expenses in connection with authorized out -of -town Services and for Reimbursable Expenses shall be made monthly travel; long- distance communications; and fees paid for secur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings, Specifications and other documents. , • 10.5.1 No deductions shall be made from the Architect's com - 10.2.1.3 If authorized in advance by the Owner, expense of pensation on account of penalty, liquidated damages or other overtime work requiring higher than regular rates. sums withheld from payments to contractors, or on account of 10.2.1.4 Expense of renderings, models and mock -ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional Iiability insurance, requested by the 10.6.1 Records of Reimbursable Expenses and expenses per - Owner in excess of that normally carried by the Architect and raining to Additional Services and services performed on the Architect's consultants. basis of a multiple of Direct Personnel Expense shall be avail - 10.2.1.6 computer-aided Expense of uter -aided design and drafting able to the Owner or the Owner's authorized representative at P P equipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 1)1Atxx: f 2milapaa ) 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: . (insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation apply. if necessary.) A Lump , . Sum Fee of $471,600 up to a construction cost of $5,240,000.00 • plus 9% of construction costs above that amount. AIA DOCUMENT B141 • OWNER•ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA° • ©1987 8141 1987 8 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 • • 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) . • Refer also to Article 12 Other Conditions and Services, Paragraph 12.10. • Schematic Design Phase: $94,320.00 20% ' Design Development Phase: $70,740.00 15% ' ' Construction Documents Phase: $212,220.00 45% Bidding or Negotiation Phase: $23,580.00 5 Construction Phase: $70,740.00 15% Total Basic Compensation: $471,600.00 one hundred percent (100 %) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as foIIows: Refer to attached Exhibit A. 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Additional Services, but excluding ser- vices of consultants, compensation shall be computed as follows: (Iusert.hasis of compensation, including rates and/or multiples of Direct Personnel Eipense for Principals and employees. and identify Principals and classify employees. if required. Identify specific services to which particular methods of compensation apply if necessary.) • Refer to attached Exhibit A. • 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One ( 1.0 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, if required.) • 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of One ( 1.0 ) times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS • 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Four teen ( 14 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11,3.2. 11.5.2 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid Thirty ( 30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. • (Insert rate of interest agreed upon.) (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit taws and other regulations at the Owner's and Archi- tect's principal places of business" the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements sucb as written disclosures or waivers.) 9 6141 -1987 AIA DOCUMENT 8141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • A1A• • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N :W., WASHINGTON, D.C. 20006 . h 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. • ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this agreement.) See attached: Article 12 Other Conditions and Services (2 pages) • • This Agreement entered into as of the day and year first written above. OWNER ARCHITECT • • • (Signature) (Signature) • Randy L. Engel, Vice President 4 (Printed name and title) (Printed name and title) AIA DOCUMENT 3141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAG • ©1987 6141 -1987 10 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 ARTICLE 12 • OTHER CONDITIONS AND SERVICES 12.1 Attendance at various neighborhood and public meetings, building committee and city council meetings and municipal staff meetings as required for approvals is included in Schematic Design Phase Services and in Design Development Phase Services. 12.2 Basic Services include, as applicable, Structural, Mechanical and Electrical engineering design services and Fire Protection performance specifications. 12.3 Basic Services also include Civil engineering design services for site planning, grading, utilities, landscaping and storm water /Watershed District, including the securing of necessary permits from the Watershed District. The City's Engineer is required to provide a survey of the site /city -owned property and which shall include topographical and boundary data. Such information shall be provided in Autocad 2008 format. No other services are to be required by the City's Engineering Dept. However, a document titled, "Property Survey Data Required" will describe the necessary information that is sought. All Watershed District Permit Fees and Costs shall be Reimbursable Expenses. 12.4 This Contract does not include the provision of Professional Services nor the actual costs for the provision of Professional Services for soil corrections engineering and/or Hazardous Material Investigation /Engineering/Abatement Design. The Contract does include the provision of assistance to the City on its behalf with the coordination of these services from outside vendors and in consultation with the City. 12.5 This Contract includes Professional Design services for Signage and audio visual equipment. It also includes Professional Design services for furniture, voice /data system, security system, closed circuit TV, card/access system and (if necessary), lightning protection system. 12.6 This Contract does not include any professional design services for fast -track construction nor for professional design services in connection with a Construction Manager. 411 (continued) ARTICLE 12 OTHER CONDITIONS AND SERVICES • (CONTINUED) 12.7 This Contract does not include Professional Design services for Owner- provided items including office equipment. The Contract also does not include Professional Design services for hardware and software for Owner's: telephone system, computer network system, data processing systems and voting systems. Hardware and software is defined as that equipment the City will procure from its own vendors and includes such items as service panels, handsets, terminals, personal computers, computer peripheral devices, servers, server racks, voting machines and the installation and operation therein. The Contract does include the provision of assistance to the City on its behalf with coordination of these services and installations thereof from outside vendors and in consultation with the City during the construction period. The Contract does include the design, coordination, oversight and implementation of the internal wall conduits, cabling and other permanent appurtenances that allow the telephone and data systems to function as typically designed. 12.8 Randy Engel, Vice President of Buetow and Associates, will serve as the Firm's Principal -in- Charge. He is considered by the Owner to be critical to the proper 4, performance of this Agreement. He will not be removed or substituted without good cause shown and without the written consent of the Owner, which consent shall not be unreasonably withheld or delayed by the Owner. 12.9 Refer to attached Exhibit B. 12.10 As part of the Contract, upon the commencement of actual construction activities, the Architect shall, make periodic on -site observations at least once per week and shall provide written report to the City as to the status of the project. The City at its option, may select to hire an `Owner's Representative' to represent the City during the Construction Phase of the project. Should the City select to hire an `Owner's Representative', the City may reduce the actual required site visits from once weekly, to not less than twice per month. Should the City request that site visits be so reduced, the total 9% fee shall be reduced to 8.75 %. BUETOW AND ASSOCIATES INC AN ARCHITECTURAL SERVICES COMPANY 2345 Rice Street Suite 210 • St. Paul. Minnesota 55113 EXHIBIT A 2008 Rates Additional Professional Services are compensated at the following hourly rates (if applied): Principal $130 Project Manager $120 Project Architect $110 Project Designer $ 95 Drafter I /II $85/90 Secretary $ 55 Buetow and Associates' Reimbursable Expenses incurred on behalf of a project are as follows: Computer Plots • $20.00 per sheet Facsimile Transmissions • $2.00 per sheet Messenger Service • at cost Mileage : 50.5¢ per mile Photo copying • $.15 per 8 1/2 x 11 sheet Postage • at cost Printing of Bid Documents : at cost Reproduction of Drawings $3.00 per sheet P g P • tel 651 483 -6701 fax 651 483 -2574 www.buetowarchltects.com EXHIBIT B MEDIATION 1. Claims, dispute or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof shall be subject to mediation unless the parties mutually agree otherwise or, after reasonable efforts, such mediation does not result in a complete resolution of such dispute. 2. Demand for mediation shall be filed in writing with the other party to this Agreement and with a mutually- agreed upon Minnesota -based mediator. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statutes of. limitations. 3. No. mediation arising out of or relating to this Agreement shall include an additional person or entity not a party to this Agreement, except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and such other person or entity. Consent to mediation involving an additional person or entity shall not constitute consent to mediation of any claim, dispute or other matter in question not described in the written consent or with a person or entity not named or S described therein. The foregoing agreement to mediate and other agreements to mediate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law and in any court having competent jurisdiction. - 4. In the event mediation does not lead to a complete resolution, or in the event the parties agree to forego mediation, any claims, disputes or other matters in question p � g y p a s quesh n between the parties to this Agreement arising out of or relating to this Agreement or breach thereof may be submitted to any court of competent jurisdiction sitting in Minnesota. N ECKBERG LAMMERS Il ATTORNEYS AT LAW Stillwater Office: 1809 Northwestern Avenue Stillwater, Minnesota 55082 Writer's Direct Dial: (651) 439-2878 (651) 351 -2118 Fax (651) 439 -2923 Writer's E -mail: Hudson Office: mvierling @eckberglammers.com 2417 Monetary Boulevard Hudson, Wisconsin 54016 June 17, 2008 (715) 386 -3733 Fax (651) 439 -2923 www.eckberglammers.com Eric Johnson City Administrator City of Oak Park Heights 14168 Oak Park Boulevard North Oak Park Heights, MN 55082 Re: New City Hall '08 Our File No.: 01501 -17435 Agreement Between Owner and Architect • Dear Eric: I have reviewed the document prepared by Buetow & Associates, Inc. relative to the architects contract and provide you with comments within this letter on that matter. The contract as proposed follows the standard form IAI Document B141, but I would suggest consideration of the following matters: 1. Paragraph 2.6.5. provides in part: "However, the architects shall not be required to make exhaustive or continuous on site inspections to check quality or quantity of work." If Randy does have an agreement with the City that is referenced in attachment 12.10 on new Article 12, I would suggest that the language in 2.6.5 be stricken as it is confusing and in some respects in conflict with that provision in Article 12. 2. Paragraph 2.6.8 provides on issues of communication that the owner and contractor shall communicate through the architect. Obviously we want all substantive and principal communications to be funneled through the architect back to the owner; however, these are workers and a general foreman for the general contractor that is going to be on site and very probably communicating with city staff on a number of issues that many of which will be very small in substance. I would suggest that the language be modified to provide as follows: • ECKBERG, LAMMERS, BRIGGS, WOLFF &r VIERLING, PLLP Family Law / Divorce • Business and Commercial Law • Criminal Law • Personal Injury / Wrongful Death Estate Planning / Probate • Real Estate • Land Use Law • Mediation • Municipal Law • Civil Litigation • " . the owner and contractor shall communicate on substantive matters through the architect." 3. Paragraph 2.6.11. I suggest the following sentence be added: "Whenever the architect shall reject work which does not conform to the contract documents, he shall provide notice thereof immediately to the owner." 4. Paragraph 3.3.1(.3) talks about revisions and costs for additional services in drawing specifications or other documents, which revisions are "due to changes required as a result of the owner's failure to render decisions in a timely manner." Obviously, owner's decision in this particular contract are going to be made primarily from the City Council in terms of s antive decisions. There is no definition of what constitutes a failure to render a decision in timely manner on behalf of the City Council. I would suggest the language be added, indicating that fro thuraTECIa proposal being made relative to a change or decision necessary from the City Council, the City Council would have at least 1 days to review and render its decision in the matter. 5. I am concerned with Paragraphs 3.3.4, 3.3.6, 3.3.7 and 3.3.8, all of which lead us back into the similar circumstances that we found ourselves in with DNR Construction in terms of the architectural services we had at that point in time. It seems to me that we want the architect to be involved and should • have his participation and involvement without additional cost up until the point where default is declared by the City against the contractor. At that point in time, the City is into a potential litigation or at least a contract enforcement provision which I would agree is above and beyond the duties of the architect, but before that period of time it would seem to me that the architect services in evaluating the work that is being done by the contractor or, more importantly, that may not be being done by the contractor is part of the service that the City is paying for in the matter. I would restructure the language in all of those provisions to reflect that until such time as default is declared against the contractor, no additional services provided by the architect would be regarded as beyond the basic scope of services provided for within the contract and thereby no additional billings would be incurred. 6. Your attention is drawn to Paragraph 3.4.16 where the architect proposes that it will be an additional charge to prepare a set of reproducable record drawings showing significant changes in the work made during construction based on marked up prints, etc. The City has always required developments to have as builts produced as part of their work, at least in terms of infrastructure improvements in the area and it would seem to me the City would want to have a final set of drawings prepared relative to the completed building in this particular matter. I would suggest that that be negotiated with the architect to add that in as part of the basic service in this matter. gg g p 7. Paragraph 6.1 provides for the continuation of use of the final architect drawings, specifications and other documents. The paragraph provides in part that the City would be precluded from using the architects drawings for any future additions to the project or for completion of the project by others unless the architect is judged to be in default. I have no problem with the architect prohibiting use by others for other projects. However, it seems to me that the City is paying for these drawings and should have a proprietary interest in and to them for its own purposes. Consequently, I believe the drawings should be the property of the City in addition to property of the architect, but the City should have full use and right of opportunity to utilize the project drawings for any purpose it desires related to City utilization on City property of this project. Consequently, I would strike that language referred to. 8. Your attention is drawn to Paragraphs 1 through 4 in Exhibit B on Mediation. Mediation is an acceptable concept. However, in a construction project, without a time requirement to implement and complete the mediation, serious damage can occur on the site and decisions will need to be made for which a timely response is required. Consequently, I would add a paragraph providing as follows: "5. Mediation, once requested by either party, must be initiated and completed within seven (7) days, unless agreed to be extended by both parties." In that fashion, hopefully minimal damage can occur on the site or to the City's position relative to the issue in dispute, which could otherwise occur if there is no timeline to initiate and complete the mediation. I have noted also the X outs in the proposed draft of the contract which have been, I presume, implemented by yourself. Those I have not reviewed, but • - —limited review to the remaining provisions. If you have any questions, please feel free • contact me. Yo i s very tru Ma J. Vierling MJV /sdb 1 • ' T H E • A M E R I C A ' N I N S T I T U T E O F • .A R C H I T E C T • { • • • • • • • .\./C • • • • . AIA Document B141 Standard Form of Agreement .Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES, CONSULTATION WITH • AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the Twentieth (20th) day f M ay i n the year of v y itlEfu11 Two Thousand and Seven (2007) BETWEEN the Owner: City of Oak Park Heights (Name and address) 14168 Oak Park Boulevard ul vard North • Oak Park Heights, Minnesota 55082 and the Architect: Buetow & Associates, Inc. • (Name and address) 2345 N. Rice Street, Suite 210. St. Paul, Minnesota 55113 • For the following Project: (Include detailed description of Project location, address and scope.) . • _ The design of a new City Hall Facility of approximately 20,000 gross square feet, a 1,080 gross square foot addition to the existing Public Works Building, demolition of the existing City Hall'and requisite site work necessitated by construction of the above Facilities. The new City Hall Facility will be located on existing City -owned property on the site of the current City Rail Facility. • • The Owner and Architect agree as set forth below. • Copyright 1917, 1926. 1948, 1951, 1953, 1958, 1961, 1963, 1966. 1967, 1970, 1974, 1977, ©1987 by The American Institute • of Architects, 1735 Yew York Avenue, N.W., Was D.C. 2 0006. Reproduc of the material herein or substant quotation of its provisions without written permission of the AI violates the copyright laws of the United States and will be subject CO legal prosecution. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA° • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1 987 1 • • • TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT . 0 • ARTICLE 1 schedule or construction budget, the Architect shall prepare, A RCHITECT'S RESPONSIBILITIES for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe 1.1 ARCHITECT'S SERVICES the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect, Architect's employees and Architect's 2,3.2 The Architect shall advise the Owner of any adjustments • • consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost. and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- 2.4 CONSTRUCTION DOCUMENTS PHASE • tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the 2.4.1 Based on the approved Design Development Docu- Architect shall submit for the Owner's approval a schedule for ments and any further adjustments in the scope or quality of the performance of the Architect's services which may be the Project or in the construction budget authorized by the adjusted as the Project proceeds, and shall include allowances Owner, the Architect shall prepare, for approval by the Owner, • for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specifica- - approval of submissions by authorities having jurisdiction over tions setting forth in detail the requirements for the construe the Project. Time limits established by this schedule approved Lion of the Project. by the Owner shall not, except for reasonable cause, be exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract, and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1, Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- . Gated by changes in requirements or general market conditions. • SCOPE OF ARCHITECT'S BASIC SERVICES 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal strut- 2.5 BIDDING OR NEGOTIATION PHASE tural, mechanical and electrical engineering services. • 2.5.1 The Architect, following the Owner's approval of the 2.2 SCHEMATIC DESIGN PHASE Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids • Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.6 CONSTRUCTION PHASE — ADMINISTRATION 2.2.2 The Architect shall provide a preliminary evaluation of OF THE CONSTRUCTION CONTRACT the Owner's program. schedule and construction budget • requirements, each in terms of the other, subject to the limita- 2.6.1 The Architect's responsibility to provide Basic Services tions set forth in Subparagraph 5.2.1. for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates 2.2.3 The Architect shall review with the Owner alternative at the earlier of the issuance to the Owner of the final. Certificate approaches to design and construction of the Project. for Payment or 60 days after the date of Substantial Completion 2.2.4 Based on the mutually agreed upon program, schedule of the Work, unless extended under the terms of Subparagraph and construction budget requirements, the Architect shall 1 0.3.3. prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con - ments consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of the scale and relationship of Project components. • AIA Document A201, General Conditions of the Contract for 2.2.5 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area, volume or otherwise provided in this Agreement. other unit costs. 2.6.3 Duties, responsibilities and limitations of authority of the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted, modified or extended without . • written agreement of the Owner and Architect with consent of 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably • and any adjustments authorized by the Owner in the program, withheld. AIA DOCUMENT 8141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • ©1987 8141 -1987 2 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 • 1 • 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2) reviewed construction means, meth - and consult with the Owner (1) during construction until final ods, techniques, sequences or procedures, (3) reviewed copies ' payment to the Contractor is due, and (2) as an Additional Ser- of requisitions received from Subcontractors and material sup- le vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate rection period described in the Contract for Construction. The the Contractor's right to payment or (4) ascertained how or for Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid ' only to the extent provided in this Agreement unless otherwise on account of the Contract Sum. modified by written instrument. , 2.6.11 The Architect shall have authority to reject Work which • 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally familiar tion of the intent of the Contract Documents, the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in accor- ments, whether or not such Work is fabricated, installed or dance with the Contract Documents. However, the Architect completed. However, neither this authority of the Architect nor shall not be required to make exhaustive or continuous on -site a decision made in good faith either to exercise or not to exec- inspections to check the quality or quantity of the Work. On cise such authority shall give rise to a duty or responsibility of the basis of on -site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per- • the Work, and shall endeavor to guard the Owner against sons performing portions of the Work. • defects and deficiencies in the Work. (More extensive site • representation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited 2.6.6. The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques, sequences or procedures, or for safety precautions The Architect's action shall be taken with such reasonable • and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con - solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors, while allow - Construction. The Architect shall not be responsible for the ing sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review, Review of such submittals is not con - dance with the Contract • Documents. The Architect shall not • ducted for the purpose of determining the accuracy and corn- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or 0 tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of other persons performing portions of the Work, equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent 2.6.7. The. Architect shall at all. times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction • 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate cially authorized, the Owner and Contractor shall communicate approval of an assembly of which the item is a component. through the Architect. Communications by and with the Archi- When professional certification of performance characteristics • tect's consultants shall be through the Architect. of materials, systems or equipment is required by the Contract • Documents, the Architect shall be entitled to rely upon such • 2.6.9 Based on the Architect's observations and evaluations of certification to establish that the materials, systems or equip - the Contractor's Applications for Payment, the Architect shall ment will meet the performance criteria required by the Con- , review and certify the amounts due the Contractor. tract Documents. 2.6.10 The Architect's certification for payment shall consti- 2.6.13 The Architect shall prepare Change Orders and Con - tute a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay- Subparagraphs 3.I.1 and 3.3.3, for the Owner's approval and ment, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and • that, to the best of the Architect's knowledge, information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, to results of subse- . quent tests and inspections, to minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final • cific qualifications expressed by the Architect..The issuance of a completion, shall receive and forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fled. However, the issuance of a Certificate for Payment shall bled by the Contractor, and shall issue a final Certificate for Pay -' ' not be a representation that the Architect has (1) made exhaus ment upon compliance with the requirements of the Contract rive or continuous on -site inspections to check the quality. or Documents. AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • ©1987 3 8141 -1957 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W. NW, WASHINGTON, D.C. 20006 • . I • 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- cerning performance of the Owner and Contractor under.the tatives, the Architect shall endeavor to provide further protec- • requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work, either the Owner or•Contractor. The Architect's response to but the furnishing of such project representation shall not • such requests shall be made with . reasonable promptness and modify the rights, responsibilities or obligations of the Architect • . within any time limits agreed upon. as described elsewhere in this Agreement. • 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the 3.3 CONTINGENT ADDITIONAL SERVICES Contract Documents and shall be in writing or in the foml of drawings. When making such interpretations and initial deci 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are: sions, the Architect shall endeavor to secure faithful perfor- • mance by both Owner and Contractor, shall not show partiality .1 inconsistent with approvals or instructions previously to either, and shall not be liable for results of interpretations or given by the Owner, including revisions made neces- decisions so rendered in good faith. sary by adjustments in the Owner's program or Proj- • 2.6.17 The Architect's decisions on matters relating to aesthe- ect budget; • tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes, Iaws the Contract Documents. or regulations subsequent to the preparation of such 2.6.18 The Architect shall render written decisions within a documents; or • reasonable time on all claims, disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- , tion between the Owner and Contractor relating to the execu- ure to render decisions in a timely manner. • Lion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant 2.6.19 The Architect's decisions on claims, disputes or other changes in the Project incIuding,.but not limited to, size, qual- matters, including those in question between the Owner and icy, complexity, the Owner's schedule, or the method of bid - Contractor, except for those relating to aesthetic effect as pro- ding or negotiating and Contracting for construction, except for • vided in Subparagraph 2.6.17, shall be subject to arbitration as services required under Subparagraph 5.2.5. • provided in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, • and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. • 0 ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL revisions to Drawings, Specifications and other documentation resulting therefrom. 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall 3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and fur- be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services nishing services required in connection with the replacement described under Paragraphs 3.2 and 3.4 shall only be provided of such Work. if authorized or confirmed in writing by the Owner. If services 3.3.6 Providing services made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor, by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor, or by failure of performance of either the Owner or control, the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner 3.3.7 Providing services in evaluating an extensive number of shall give prompt written notice to the Architect. If the Owner claims submitted by the Contractor or others in connection indicates in writing that all or part of such Contingent Addi- with the Work. clonal Services are not required, the Architect shall have no obli- 3.3.8 Providing services in connection with a public hearing, gation to provide those services. arbitration proceeding or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto, SERVICES 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotia- 3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall tion or construction prior to the completion of the Construe- • provide one or more Project Representatives to assist in carry- lion Documents Phase. ing out such additional on -site responsibilities. • • • 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be. compen- • 3.4.1 Providing analyses of the Owner's needs and program- • sated therefor as agreed by the Owner and Architect. The . ming the requirements of the Project. duties, responsibilities and limitations of authority of Project - 3.4.2 Providing Representatives shall be as described in the edition of AIA financial feasibility or other special studies. . 0 Document B352 current as of the date of this Agreement, unless 3.4.3 Providing planning surveys, site evaluations or com- otherwise agreed. .. parative studies of prospective sites. AIA DOCUMENT 3141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.; WASHINGTON, D.C. 2000 6 - B141-1987 4 • 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities he Project, including the Construction Cost, the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. • and equipment. 3.4.5 Providing services relative to future facilities, systems 4.3 if requested by the Architect, the Owner shall furnish evi dence that financial arrangements have been made to fulfill the 3.4.6 Providing services to investigate existing conditions or Owner's obligations under this Agreement. facilities or to make measured drawings thereof. 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The other Information furnished by the Owner. Owner or such authorized representative shall render decisions 3.4.8 Providing coordination of construction performed by in a timely manner pertaining to documents submitted by the p y Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- , and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by the Owner. 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility Locations for the site 3.4.9 Providing services in connection with the work of a con- struction manager or separate consultants retained by the of the Project, and a written legal description of the site. The Owner. surveys and legal information shall . include, as applicable, grades and lines of streets, alleys, pavements and adjoining 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way, 3.4.11 Providing detailed quantity surveys or inventories of restrictions, easements, encroachments, zoning, deed restric- material, equipment and labor. Lions, boundaries and contours of the site; locations, dimen- sions and necessary data pertaining to existing buildings, other 3.4.12 Providing analyses of owning and operating costs. improvements and trees; and information concerning available utility services and lines, both public and private. above and 3.4.13 Providing interior design and other similar services below grade, including inverts and depths. All the information required for or in connection with the selection, procurement on the survey shall be referenced to a Project benchmark. or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 4 .6 The Owner shall furnish the services of geotechnical engi- neers when such services are requested by the Architect. Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not limited to test borings, test ment, or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resis- 4.16 Preparing a set of reproducible record drawings show - g twin• tests, induding.necessan: operauens -for anticipating sub- g significant changes in the Work made during construction soil conditions, with reports and appropriate professional ased on marked-up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul - 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing, adjusting and balancing, preparation of of the Project and are requested by the Architect. operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 4.7 The Owner shall furnish structural, mechanical, chemical, 3.4.18 Providing services after issuance to the Owner of the air and water pollution tests, tests for hazardous materials, and final Certificate for Payment, or in the absence of a final Cer- other laboratory and environmental tests, inspections and • tificate for Payment, more than 60 days after the date of Sub- reports required by law or the Contract Documents. stantial Completion of the Work. 4.8 The Owner shall furnish all legal, accounting and insurance 3.4.19 Providing services of consultants for other than archi- counseling services as may be necessary at any time for the tectural, structural, mechanical and electrical engineering pot- Project, including auditing set the Owner may require to Lions of the Project provided as a part of Basic Services. verify the Contractor's Applications for Payment or to ascertain how or purposes the 3.4.20 Providing any other services not otherwise included in paid by o behalf f the Ow or�trac[or has used the money this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the OWNER'S RESPONSIBILITIES Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives, schedule, constraints and cri- submitted to the Architect for review and approval at least 14 , including space requirements and relationships, flexi- days prior to execution. The Owner shall not request certifica- expandability, special equipment, systems and site tions that would require knowledge or services beyond the irements. scope of this Agreement. 5 8141 -1987 MA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA' • {01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. - i. A • ARTICLE 5 t .3 if the Project is abandoned, terminate in actor• - - with Paragraph 3.3; or CONSTRUCTION COST .4 co €.erate in revising the Project scope - • quality as 111 5.1 DEFINITION require to reduce the Constructio• ost. 5.1.1 The Construction Cost shall be the total cost or esti 5.2.5 If the Owner ch. es co pro d under Clause 5.2.4.4, mated cost to the Owner of all elements of the Project designed the Architect, without additi. , arge, shall modify the Con- or specified by the Architect. tract Documents as necess- - • to • • ply with the fixed limit, if • established as a condi '.n of this Agre -.ent. The modification 5.1.2 The Construction Cost shall include the cost at current of Contract Do ents shall be the limn .f the Architect's market rates of labor and materials furnished by the Owner and responsibilit rising out of the establishment o . fixed limit. equipment designed, specified. selected or specially provided The Ar - • ect shall be entitled to compensation in a •rdance for by the Architect, plus a reasonable allowance for the Con- wi • is Agreement for all services performed whether o •ot tractor's overhead and profit. In addition, a reasonable allow- e Construction Phase is commenced. ante for contingencies shall be included for market conditions . at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants. the costs of the land. SPECIFICATIONS AND OTHER DOCUMENTS rights -of -way, financing or ocher costs which are the respon- sibility of the Owner as provided in Article 4, 6.1 The Drawings, Specifications and other documents pre- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the architect for this Project are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget. preliminary and, unless otherwise provided, the Architect shall be deemed estimates of Construction Cost and detailed estimates of Con- the author of these documents and shall retain all common law, struction Cost. if any, prepared by the Architect. represent the statutory and other reserved rights. including the copyright. - Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies, including repro - the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Specifications and ther the Architect nor the Owner has control over the cost of other documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project. The Archi- of determining bid prices, or over competitive bidding. market tect's Drawings, Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects. for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless al will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement. estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect. sation to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing, proposal or g P P regulatory requirements or for similar purposes in connection establishment of a Project budget, unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto. If tion of the Architect's reserved rights. such a fixed limit has been established. the Architect shall be • permitted to include contingencies for design, bidding and . price escalation, to determine what materials. equipment, com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in ARTICLE 7 — Refer to 12.9 below the scope of the Project and to include in the Contract Docu- A•R TI, A C/S T ments alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an 7.1 Claims, disputes or other matters in question between increase in the Contract Sum occurring after execution of the p.• ies to this Agreement arising out of or relating to this Ai. ee- Contract for Construction. ment ., breach thereof shall be subject to and decided • ' arbi- .3 If the Bidding or Negotiation Phase has nor commenced tration ' . ccordance with the Construction Indust. Arbitra- wi 90 days after the Architect submits the Constrticiion tion Rules o e American Arbitration Associatio• rrently in Docum - to the Owner, any Project budget or ffedlimir of effect unless th- •arties mutually agree otherwise. Constructio Cost shall be adjusted to reflects- lfanges in the 7.2 Demand for arb [ion shall be file• n writing with the general level of • - ces in the construction ul tS-stry between the other party co this Agre ent and wi the American Arbitra- date of submission .f the Constn.ic Documents to the tion Association. A demand . arbi • don shalt be made within • Owner and the date on hich pro• +sals are sought. a reasonable time after the cl• - dispute or other matter in 5.2.4 If a fixed limit of Co ction Cost (adjusted as pro- question has arisen. In no eve. sh- ► e demand for arbitration vided in Subparagraph 5.2 is eeded.by the lowest bona be made after the date w• n instituth of legal or equitable fide bid or,negotiated • •posal, the • : ner shall: - - proceedings based on •ch claim, disput .r other matter in .1 give w ' en approval of an incr•-. e in such fixed question would be • ed by the applicable sta of limitations. limi. • 7.3 No arbitra '.n arising out of or relating to this • •reement . .2 thorize rebidding or renegotiating of th •roject shall include •y consolidation, joinder or in any ocher et, within a reasonable time; an additi. al person or entity not a parry to this Agreem; t, ALA DOCUMENT 3141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • © 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20005 ' B141-1987 6 - xcept by written consent containing a specific reference to. .2 Ten percent of the total compensation for Basic and • thi • greement signed by the Owner, Architect, and any • - er Additional Services earned to date if termination • person - entity sought to be joined. Consent to .itration occurs during the Design Development Phase; or involving . additional person or entity shall • + constitute consent to arbi - ion . 3 Five percent of the total compensation for Basic and on of any claim, disput r other matter in Additional Services earned to date if termination • question not descri• • in the written c. sent or with a person occurs during any subsequent phase. • not named or • ribed • rein. g Y q p or entity .The foregoing agree- - . Y g g g ment to arbitrate and other •<reements to arbitrate with an . additional person or end • my : • sented to by the parties to this Agreement sh +e specifically e .rceable in accordance ARTICLE 9 gr p y with applicable - • in any court having j • diction thereof. MISCELLANEOUS PROVISIONS 7.4 Th - - ward rendered by the arbitrator or arbit •rs shall be fin - -, and judgment may be entered upon it in actor• . - with 9.1 Unless otherwise provided, this Agreement shall be goy- • r the law .pplicable Iaw in any court having jurisdiction thereof. erned by he Ia of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as ARTICLE 8 those in AIA Document A201, General Conditions of the Con - tract for Construction, current as of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement • 8.1 This A greement may be terminated by either party n pertaining to acts or failures to act shall be deemed to have - g y par upon accrued and the applicable statutes of limitations shall com- not less than seven days' written notice should the other party pp fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Com Agreement through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for 8.2 If the Proje is suspended by the Owner for more than n Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi 9.4 The Owner and Architect waive all rights against each tably adjusted to provide for expenses incurred in the interrup other and against the contractors, consultants, agents and Lion and resumption of the Architect's services. employees of the other for damages, but only to the extent cov- ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set ii. not less than seven days' written notice to the Architect in the forth in the edition ofAIA Document A201, General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement. The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. - notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for termination. sors, assigns and legal representatives of such other party with 8.5 If the Owner fails to make payment when due the Archi- respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written con - tect for services and expenses, the Architect may, upon seven v ' written notice Owner, sent of the. other. da, s rlcten not ce to the O net, suspend performance of set vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- b the Architect within seven days of the date of the notice the ment between the Owner and Architect and supersedes all . Y p [ suspension shall take effect without further notice. In the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. g g Y of such suspension of services. • 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect. to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement, the Architect and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence, handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination. Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl (PCB) or other toxic substances. Basic Services and Additional Services earned to the time of ter - . - mination, as follows: 9.9 The Architect shall have the right to include representa- • 1 tions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and • and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign, site analysis, or include the Owner's confidential or proprietary information if - Schematic Design Phases; or the Owner has previously advised the Architect in writing of AMA DOCUMENT B141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • ©1987 7 3141 -1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006 • • . i - i the specific information considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro 10.3.1 An initial payment as set forth in Paragraph 11.1 is the I110 motional materials for the Project. minimum payment under this Agreement. .10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- ARTICLE 10 vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. • PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11.3.2. • the portion of the cost of their inandatory and customary con 10.3.4 When compensation is based on a percentage of Con- tributions and benefits related thereto, such as employment struction Cost and any portions of the Project are deleted or taxes and other statutory employee benefits, insurance, sick otherwise not constructed, compensation for those portions of leave, holidays, vacations, pensions and similar contributions the Project shall be payable CO the extent services are per and benefits. formed on those portions, in accordance with the schedule set 10.2 REIMBURSABLE EXPENSES forth in Subparagraph 11.2.2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compensa received, the most recent preliminary estimate of Construction tion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such por- incurred by the Architect and Architect's employees and con- tions of the Project. sultants in the interest of the Project, as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project; expenses in connection with authorized out -of -town Services and for Reimbursable Expenses shall be made monthly travel; long- distance communications; and fees paid for secur- upon presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD • Drawings, Specifications and other documents. 10.5.1 No deductions shall be made from the Architect's com- 10.2.1.3 If authorized in advance by the Owner, expense of pensation on account of penalty, liquidated damages or other overtime work requiring higher than regular rates. sums withheld from payments to contractors, or on account of 10.2.1.4 Expense of renderings, models and mock -ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS - including professional liability insurance, requested by the 10.6.1 Records of Reimbursable Expenses and expenses per - Owner in excess of that normally carried by the Architect and raining to Additional Services and services performed on the Architect's consultants. basis of a multiple of Direct Personnel Expense shall be.avail- 10.2.1.6 Expense of computer -aided design and drafting able to the Owner or the Owner's authorized representative at equipment time when used in connection with the Project. mutually convenient times. • ARTICLE 11 BASIS OF COMPENSATION • The Owner shall compensate the Architect as follows: 111x1xx tlt rat kidiiiR f E 1 ( ) x 1.xtramI �i 9c Ai§ x §Kx �€� X11 �xk�€A� x�t ' Rtx 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: . (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation app(y. if necessary.) \ t A Lump Sum Fee of $471,600 up to a construction cost of $5,240,000.00 plus 9% of construction costs above that AIA DOCUMENT 5141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA • ©1987 B 141 -1957 8 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 • 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) • Schematic Design Phase: $9 320.00 - 20% • Design Development Phase: $70,740.00 15% ' • • Construction Documents Phase: $212,220.00 45% Bidding or Negotiation Phase: $23, 580.00 5%; Construction Phase: $70,740.00 15% Total Basic Compensation: $471,600.00 one hundred percent (100 %) • 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follows: Refer to attached Exhibit A. • • 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Additional Services, but excluding ser- vices of consultants, compensation shall be computed as follows: (Insert.hasis of compensation, including rates and /or multiples of Direct Personnel Etipense for Principals and employees. and identify Principals and classify employees. if requires!, Identify specific services to which particular methods of compensation apply. if necessary.) Refer to attached Exhibit A. • • • 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4,19 or identified in Article 12 as part of Additional Services, a multiple of One ( 1.0 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, if required.) • 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of One ( 1.0 ) times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Fourteen ( 14 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10,3.3 and 11.3.2. 11.5.2 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid Thirty ( 30 ) days after the invoice date shall bear interest at the rate entered below, or . . in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Archi- tect s principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) 9 B I4j -987 ALA DOCUMENT 9141 • OWNER - ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N:W., WASHINGTON, D.C. 20006 • • • • • 11.5.3 The rates and multiples set forth for Additional Services shall be annuallyadjusted in accordance with normal salary review • practices of the Architect. • • • ARTICLE 12 • • OTHER CONDITIONS OR SERVICES (/assert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) 12.1 Attendance at neighborhood meetings, `Planning Commission meetings and City Council meetings for approvals is included in Schematic Design Phase Services. 12.2 Basic Services include, as applicable, Structural, Mechanical and Electrical engineering design services and Fire Protection performance /kick specifications. 12.3 Basic Services also include Civil engineering design services for site plannin/ grading, landscaping and storm water/Watershed District. t • 12.4 This Contract does not include Professional Services for oil correction en inee ' rs ---- and /or Hazardous Material Investigation/Engineering /Abatement Design. ‘,► b,k-e6 c ,- Goo s- 12.5 This Contract includes Professional Design services for Signage and audio visual equipment. It also includes Professional Design services for voice /data system, security system, closed circuit TV, card/access system and (if necessary), lighting protection system. ( .. v 1-4-1 ` 12:62 Contract does not, include any professional design services for fast -track construction nor for professional design services in connection with a Construction Manager. 12.7 This Contract does n t include Professional - Design services for Owner - provided items including: furniture, office equipment. It also does not include Professional Design services for hardware and software for Owners: telephone system, computer network system, data processing systems and voting systems. 12.8 Randy Engel, Vice President of Buetow and Associates, will serve as the Firm's Principal -in- Charge, He is considered by the Owner to be critical to the proper performance of this Agreement. He will not be removed or substituted without good cause shown and without the written consent of the Owner, which consent shall not be unreasonably withheld or delayed by the Owner. 12.9 Refer to attached Exhibit B. • • (Signature) (Signature) • Randy L. Engel, Vice President (Printed name and title) (Printed name and title) AIA DOCUMENT B141 • OWNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON. D.C. 20006 ' B141 -1987 10 • M BUETOW AND ASSOCIATES INC AN ARCHITECTURAL SERVICES COMPANY 2345 Rice Street Suite 210 • St. Paul. Minnesota 55113 EXHIBIT A 2008 Rates f r 9 t c ( ( Ad1 o 1 Professional Services are compensated at the following hourly rates (if applied): Principal $130 Project Manager $120 Project Architect $110 Project Designer $ 95 Drafter I /II $85/90 Secretary $ 55 Buetow and Associates' Reimbursable Expenses incurred on behalf of a project are as follows: ill Computer Plots $20.00 per sheet Facsimile Transmissions • $2.00 per sheet Messenger Service • at cost Mileage $.48 per mile Photo copying $.15 per 8 1/2 x 11 sheet Postage at cost Printing of Bid Documents : at cost Reproduction of Drawings $3.00 per sheet r vbl lO o o Z • t tel 651 483 -6701 fax 651 483 -2574 www.buetowarchitects.com EXHIBIT B IP MEDIATION 1. Claims, dispute or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof shall be subject to mediation unless the parties mutually agree otherwise or, after reasonable efforts, such mediation does not result in a complete resolution of such dispute. 2. Demand for mediation shall be filed in writing with the other party to this Agreement and with a mutually - agreed upon Minnesota -based mediator. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statutes of limitations. 3. No mediation arising out of or relating to this Agreement shall include an additional person or entity not a party to this Agreement, except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and such other person or entity. Consent to mediation involving an additional person or entity shall not constitute consent to mediation of any claim, dispute or other matter in question not described in the written consent or with a person or entity not named or described therein. The foregoing agreement to mediate and other agreements to mediate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law and in any court having competent jurisdiction. Y g p � d coon. 4. In the event mediation does not lead to a complete resolution, or in the event the parties agree to forego mediation, any claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof may be submitted to any court of competent jurisdiction sitting in Minnesota. - • • , i E A M E R I G A N I N S T I T U T E O F A R C H, I T E C T S . `, fa . • • . . AIA Document B141 • . • • Standard Form of Agreement Between • • Owner and Architect • 1987 EDITION • . THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. • - AGREEMENT . YAse . �e�'70- • made the liii � as of • day of r 1 in the year of • • Two Thousand and .>�" t SCu' t 7) BETWEEN the Owner: e rt !°tai - s City of T t�wlt OQ N- . -& . (Name and address) " Q4 i C • and the Arthitect: Buetow and Associates, Inc. • (Name and address) ress) . 2345 Rice Street, Suite 210 • St. Paul, Minnesota 55113 • • For the following Project: (Include detailed description of Project, 1• -, ion, a , • d i • scope) • - - • _ tral.Yt - . • • • • • - S- - i a- t an . 0' - - - - - . _ .. .r - _ - h i14. • The Owner and Architect agree as set forth below. - - • • • • ' ' ' .Copyright 1917, 1926,1948.1951, 1953, 1958, 1961,1963, 1966, 1967, 1970, 1974; 1977, ©1987 by The Amcrkaninstitute . III .. • of Architects. 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of Its provisions without. written permission of the AIA the copyright laws of the United States and will be • subject to legal prosecution. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMEST • FOURTEENTH EDITION • AIA • ©1987 • THE AMERICAN INSTITUTE OF ARCHITECTS; 1735 NEW YORK AVEIJUE, NW., WASHINGTON, D.C. 211006 6141 =1987 1 • • . . . III _ , . • • TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 schedule or construction budget, the Architect shall prepare, ARCHITECT'S .RESPONSIBILITIES for approval by the Owner, Design Development Documents consisting o drawings and och S &s other docuunents to fix and describe • the size and character of the 1.1 ARCHITECT'S SERVICES Project as to architectural, struc- tural, mechanical and electrical systems, materials and such . 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate, formed by the Architect, Architect's employees and Architect's 2.3,2 The Architect shall advise the • consultants as enumerated in Articles 2 and 3 of this Agreement Owner of any adjustments to the preliminary estimate of Construction Cost. Y other services included in Arta e 12 and any P cl 12. • 1.1.2 The Architect's services -shall be performed as expedi- ' 2.4 CONSTRUCTION DOCUMENTS PHASE tiously as is consistent with professional skill and •care and the • • . orderly progress of the Work. Upon request of the Owner, the 2.4.1 Based on the approved Design Development Docu- Architect shall submit for the Owner's approval a schedule for ments and any further adjustments in the scope or quality of the performance of the Architect's services which may be the Project or in•the construction budget authorized by the adjusted as the Project proceeds, and shall include allowances Owner, the Architect shall prepare, for approval by the Owner,' for periods of time required for the Owner's review and for • Construction Documents consisting of Drawings and Spccisca- dons setting forth in detail the rc cements for t v construe- a limo a l of submissions by authorities having urisdlcdon over g � Y �gl the Project. lion of the Project. p Time limits established by this schedule approved by the Owner shall not, except for reasonable curse, be exceeded 2,4.2 The Architect shall assist the Owner in the preparation of by the Architect .or Owner: the necessary bidding information, bidding forms, the Condi- • 1.1,3 The services- covered by this Agreement are subject to Lions of the Contact, and the fonts Of Agreement between the the time limitations contained in Subparagraph Owner and Contractor. 11.5.1, • • • • e 2.4.3 The Architect shall advise the Owner of any adjustments • • • ARTICLE 2 to previous preliminary esdmates of Construction Cost Jodi- ' cued by $ q changes in requirements or general market conditions. SCO PE OF ARCHITECT'S BASIC SERVICES 2.4.4 The Architect shall assist the Owner in connection with . • 2.1 ' DEFINITION the Owner's responsibility for filing documents required for • thc approval of governmental authorities having jurisdiction '2.1.1 The Architect's Basic Services consist.of those described over the Project. In Paragraphs 2.2 through 2.6 and any other services identified - in Article 12 as part of Basic Services, and include normal strut- 2.5 BIDDING OR NEGOTIATION PHASE tural, mechanical and elect engineering services.. ' • 2.2 SCHEMATIC DESIGN PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist In awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. • 2.6 CONSTRUCTION PHASE — ADMINISTRATION 2.2.2 The Architect shall provide a preliminary evaluation of OF THE CONSTRUCTION CONTRACT ' the Owner's program, schedule and construction budget requirements, each In terms the other, subject to the Bairn- 2.6.1 The Architect's responsibility to provide Basic Services dons set forth in Subparagraph 5.2.1. for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates • 2.2.3 The Architect shall review with thc Owner alternative at the earlier of the issuance to the Owner of the final Certificate approaches to design and construction of the Project. for Payment or 60 days after the date of Substantial Completion 2.2.4 Based On the mutually agreed -upon program, schedule of the Work, unless extended under the terms of Subparagraph • and construction budget requirements, the Atchitax shah 10.3.3. • prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con - ments consisting of drawings and other documents illusitating tract for Construcdon as set forth- below and in the edition of the stole and relationship, of Project components.: 7 AiA Document A201, General Conditions of the Contract for . • ' 2.2.5 The-Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless • estimate of Construction Cosy based on current arca, volume or otherwise provided in this Agreement. other unit discs. 2.6.3 Duties, responsibilities and limitations of authority of the • 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted, modified or extended without - written agreement of the Owner and Architect with consent of 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unrersonably • and any adjustments authorized by the Owner lti the program, withheld, • • AlA DOCUMENT 8141 • OWNSA-ARC•HITECT AGREE (ENT • FOURTEENTH EDITION • A1A• • 01981 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, KW., WASHINGTON, AC. 20006 B141-1987 2 Iv . . • . . . . .. 1111 . 2.6.4 The Architect snail be a representative of "and shall advise - - quantity of the Work, (2) reviewed construction means, meth- and consult with the Owner (1) during constniction final ods, techniques, sequences or procedures, (3) reviewed copies - payment to the Contractor is due, and (2) as an Additional Ser- of requisitions received from Subcontractors and material sup - • • vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate • rection period described In the Contract for Construction. The the Contractor's right to payment or (4) ascertained how or for . Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise on account of the Contract Sum. modified by written instrument. • • 2.6.11 The Architect shall have authority to reject Work which 2,6.5 The Architect. shall visit the site at intervals appropriate , dots not conform to'.the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner. and Architect in writing to become generally familiar tion of the intent of the Contract Documents, the Architect will With the progtcss and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work Is being performed in a man- Work in accordance with the provisions of the Contract Docu- ner indicating that the Work when completed will be in actor- .meats, whether or not such Work is fabricated, installed or . dance with the Contract Documents. However, the Architect completed. However, neither this authority of the Architect nor shall not be required to make exhaustive or continuous on -site a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On cise such authority shall give rise to. a duty or responsibility of • the basis of on -site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per- the Work, and shall endeavor to guard the Owner against sons performing portions of the Work. defects and deficiencies lei the Work. (More extensive site representation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.2) appropriate action upon Contractor's submittals such as Shop . Drawings, Product Data and Samples, but only for the limited 2.6.6 The shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. • techniques, sequences or procedures, or for safety precautions The Architect's action shall be taken with such reasonable • and programs in connection with the Work, since these are promptness as to cause no delay in the Work or 1n the con- solely- the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors, while allow. Construction, The Architect shall riot be responsible for the Mg sufficient time in the Architect's professional judgment to • • • Contractor's schedules or failure to carry out the Work In actor- permit adequate review, Review of such submittals is not cor- date with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and com- have control or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quandtles or . tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of othet persons performing portions of the Work. equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the exunt • 2.6.7 Th e Architect shad at all times have access to the mock required by the Contract Documents, The Architect's review wherever It is in preparation or progress. shall mot constitute approval of safety precautions. or, unless otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architects approval of a specific item shall not indicate • daily authorized, the Owner and Contractor shall communicate approval of an assembly of whirl the Item is a component, • through the Architect. Communications by and with the Archi- When professional certification of performance characteristics tea's consultants shall be through the Architect of materials, systems or equipment is required by the Contract 2.6.9 Based on the Architect's observations and cvaluatlons of Documents, the Architect shall be endtled to rely upon such certification to establish that the materials, systems or equip- , the Contractor's Applications for Payment, the Architect shall ment will meet the performance criteria required by the C• rcvkw and c the amounts due the Contractor. tract Documents 2.6.10 The Architect's certification for payment shall eonsti- 2.6.13 The Architect shall prepare Change 0 • and Con- t ti Ili cute a representation to the Owner, based on the Architects struction Change Directives, with suppo • • . documentation observations ar the site as provided in Subparagraph 2.63 and and data if deemed necessary by the M s test as provided in • . on the data comprising the Contractor's Application for Pay- Subparagraphs 3.1.1 and 3.3.3, for • Owner's approval and ment, that the Work has progressed'to the point indicated and execution in accordance with • Contract Documents, and - that, to the best of the Architect's knowledge, information and may authorize minor chang the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contrac : . or an extension of the Contra uw Documents. The foregoing representations are subject to an Time which are norin•• istent with the Intent of the ct evaluation o f the 'Work for conformance with the Contract DoNmen e • Documents upon Substantial Completion, co results .of subset- - � - quent tests and inspections, to minor deviadons from the Con- 2.6.14 a Acchic= all conduct inspects to determine • • tract Documents correctable prior to completion and to spe- the date or Substantial Completion and the date of final fu -QJ' • rifle qualifications expressed by the Architect..The issuance of a completion, shall receive and forward to the Owner for the Cerrlfleate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor 1s entitled to payment in the amount cerd- documents requited by the Contract Documents and assem- • Pied. However, the issuance Of a Certificate for Payment shall • bled by the Contractor, and shhil issue a final Certificate for Pay: • not be a representation that the Architect has (1) made exhaus- ment upon• compliance with the requirements of the Contract , ,,'- \ rive or continuous on-site inspections to check the quality or Documents. i AIA DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTU.N H ID1T1ON • AIA' • 0198 3 8141 -1957 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. NM, WASHINGTON, D.C. a.. •. • Pr , . lir -'. • .• II . • 1 . . . 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Rcpresen- , cerntng performance of the Owner and Contractor under the tatrves, the Architect shall endeavor to provide further protec- requirencnrs of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work, • either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights, responsibilities or obligations of the Architect within any time limits agreed upon. as described elsewhere in this Agreement. . , 2.6.16 Interpretations and decisions of thc Architect shall be consistent with the intent of and reasonably inferable from the 3.3 CONTINGENT ADDITIONAL SERVICES Contract Documents and shall be in writing or la the form of 3.3.1 Malting revisions in Drawings, Specifications or other drawings. Whin making such Interpretations and initial decl- documents when such revisions are: Mons, the Architect shall endeavor to secure faithful perfor- ' mance by both Owner and Contractor, shall not show partiality .1 inconsistent with approvals or instructions previously CO either, and shall not be liable for'results of interpretations or given by the Owner, Including revisions made neces- • decisions so rendered in good faith. sary by adjustments in the Owner's program or Prof - 2.6.17 The Architect's decisions on matters relating to aesthe- • - etc get; tic effect shall be final If consistent with the intent expressed in .2 required by the enactment or revision of codes, laws the Contract Documents, or reguladons subsequent to the preparation of such • ' 2.6.18 The Architect shall render written decisions within a documents; or reasonable dme on all claims, disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- _ • tion between the Owner and Contractor relating to the execu- ere to render dedsions in a timely manner. tion or progress of thc Work as provided in the Contract • Documents. 3.3.2 Providing services required because of significant 2.6.19 The Architect's decisions on claims, disputes or other es in the Project including, but not limited to, she, qua! - of .matters, including those in question between the Owner and try, ting and contracting for construction, ex compledty, the Owner's schedule, or thc merh ep bid- Contractor, except for those relating to aesthetic effect as pro- ding or negotiacept for vided in Subparagraph 2.6.17, shall be subject ro arbitration as Vices required under Subparagraph 5.2.5. - provided in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- • • • tation and supporting data evaluating Contractor's proposals, • ARTICLE 3 and providing other services in connection with Change' Orders and Construction Change Directives. • ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent • 3.1 GENERAL revisions to Drawings, Specifications and other docurncantion resulting therefrom. [ 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall 3.3.6 Providing consultation concerning replacement of Work Basic - he paid for by. the Owner as provided in" this Agreement, In damaged by fire or other cause during construction, and fur - addition to the compensation for Basic Services. The services ��g services on ices required in nectbn•w1th the replacement _ j described under Paragraphs 3.2 and 3.4 shall only be provided of such Work. • • if authorized or confirmed in writing by the Owner. If services 3.3,6 Providing services-made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor, by major defects or deficiencies in -the Work of the - ' • ' 3.3 are required due to circumstances beyond the Architect's Contractor, or by failure of performance of tither the Owner or control, the Architect shall notify the Owner prior to corn- Contractor under the Contract for Construction, menclsg such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner 3.3.7 Providing services in evaluating - an extensive number of - shall give prompt written notice to the Architect- If the Owner elahns submitted. by the Contractor or others in connection Indicates in writing that all or part of such Contingent Addi- with the Work. . donal Services are not required, the Architect shall have no obli- 3.3.8 Providing services in connection with a public hexing, • gation to provide those services. arbitration proceeding or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES . 3.3.9 Preparing documents for alternate, separate or sequential . 3.2.1 If more extensive represencadon at the site than Is olds or providing services in conneciian with bidding, negotia- described in Subparagraph 2.6.5 is required, the Architect shall • don or consuucdon prior to the Completion of the Consume- • • Docinen provide one or more Projcct,Representatives to assist in carry- don "'ts Phase, - , Ing out such additional on site responsibllldes. • _ • .3.4 O PTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and • . directed by . the Architect, and the Architect 'shall be, compel:- 3.4:1 Providing analyses of die Owner's needs and program- • sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project. ■ duties,. responsibilities and limitations of authority of Project 3.4.2 Providing financal feasibility or other special studies. • Representatives shall be as described In the edidon of AIA Document B352 current as of the date of this Agreement, unless 3.4.3 Providing planning surveys, site evaluations or corn- otherwise agreed. • parative studies of prospective sites. • AIA DOCUMENT . $141 • OWNER -4 RCHtTSCT AGREEMENT • EOURTEENTIE EDITION • AIO • 01987 THE AMERICAN DISTITUTE p5 ARCHITECTS, 1735 NEW YORK Ayr'(, •IUE, N:a ., WASHINGTON, D.C. 20006 8141 -1987 4 Ir • .. ' . , .. 4 • 1 I D 3.4.4 Providing special surveys, environmental studies and : 4.2 The Owner shall establish and update an overall budget for 1 submissions required for approvals of governmental authorities the Project, including the Construction Cost, the Owner's other 1 or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect, the Owner shall furnish evi- • and equipment. dence that financial arrangements have been made to fulfill the 3.4.6 Providing services to investigate existing conditions or Owner's obligations under this Agreement. facilities or to make measured drawings thereof. 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or . act on the Owner's behalf with respect to the Project. The other information famished by the Owner. ' Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly ' . separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required In connection with construction ' performed and equipment supplied by the Owner. • 4.5 The Owner shall furnish surveys describing physical 3.4.9 Providing services n connection thef a con- characteristics, Iegal limitations and utility locations for the site 3 i c with work ofa lon manager orseparate cn ctio with retained f a the of the Project, and a written legal description -of the site. The Owner , a surveys and legal information shall include applicable, grades and lines df streets, alleys, .pavements and adjoining 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights -of -way, restrictions, easements, encrdachmcnts, zoning, deed resale- ' 3.4.11 Providing detailed quantity surveys or inventories of Lions, boundaries and contours of the site; locadons, dimen ■ material, equipment and labor. . , sions and necessary data pertaining to existing buildings, other 3.4.12 Providing analyses of owning and operating costs. improvements and trees; and information concerning available utility services and lines, both public and private, above and 3.4.13 Providing interior design and other similar services below grade, including inverts and depths: All the information required for dr in connection with the selection, procurement on the survey shall be referenced to a project benchmark. or installation of furniture, furnishings and related equipment. . 4.6 The Owner slriit furnish the services of geotechnical eng!• • • 3.4.14 Providing services for planning tenant or rental spaces. neers when such services are requested by the Architect. Such • 3.4.15 Malting investigations, inventories of materials or equip- services may include but are not limited to test borings, test . . meat, or valuations and detailed appraisals of existing facilities, pips, determinations• of soil bearing values, percolation tests, • evaluations of hazardous materials, ground corrosion and rests - 3.4.16 Preparing a set of reproducible record drawings show daily tests, including necessary operations for anticipating sub- • ing significant changes in the Work made during construction soil conditions, with. reports and appropriate professional based on marked -up prints, drawings and otherdata furnished recommendations. • by the Contractor to the Architect 4.6.1 The Owner shall furnish the services of other consul- ' 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope • systems such as testing, adjusting and balancing, preparation of of the Project and are requested by the Architect. . operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 4.7 The Owner shall fium3sh ctu , Zchanl ' , chef meal, air and water pollution tests, t r h mate, and 3.4.18 Pr'dviding services after issuance to the Owner of the , other laboratory and environmental tests, inspections and final Certificate for Payment, or in the absence of a final Cer- reports required by kw or the Contract Documents. - tifIcate for Payment, more than 60 days after the date of Sub- stantial Completion of the Work. 4.8 The Owner shall furnish all legal, accounting and insurance • 3.4.19 Providing services of consultants for other than archl- counseling services 23 may be necessary at any time for the tectural, structural, mechanical and electrical engineering por- Project, inducting auditing services the Owner may require to dons of the Project provided as a part of Bask Services. verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money 3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner. this Agreement or not customarily furnished in accordance , with generally accepted architectural practice. 4.9 The services, informaton, surveys and reports required by - . Paragraphs 4.5 through 4.8 shall be furnished at the Owner's •- expense, and the Architect shall be entitled to rely upon the • • - accuracy and completeness thereof: • • • • ARTICLE 4 4.10 Prompt written notice shall be given by the Owneito the • • Architect if the Owner becomes aware of any fault or defect in - • , . OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. - 4.1 The Owner shall provide full information regarding • 4.1t The proposed language of certificates or certifications • requirements for the P including a prograrin which shall requested of the Architect or Architect's consultants shall be . 0 set forth the Owner's objectives, schedule, constraints and cri- submitted to the Architect for review and approval at least 1 • teria, including space requirements and relationships, flex!- days prior to execution. The Owner shall not request ceniflca- bility, expandability, specal equipment, systems and site tions that Would require knowledge or services beyond the requirements. • scope of this Agreement. • 5 8141 -! 987 • . MA DOCUMENT 8141 • owNER- ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIII• • 61987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1755 NEW YORK AVFNTWF Ntv R94 carmen -nht n ' i'' ARTICLE 5 .3 if the Project is abandoned, terminate in a cco, cc • CONSTRUCTION COST with Paragraph 3.3: or . .4 c..• crate in revising the Project scop^ d quality as 5.1 DEFINITION requ' • to ?educe the Construe:. Cost. • • 5.2.5 if the Owner c, ", vacs to p. under Clause 5.2.4.4, , 5.1.1 The Construction Cost shall be the total cost or csti- mated cost to the Owner of all elements of the Project designed the Anehi[ec[, without ad• arge, shall modify the Con- tir spec cost by the Architect. tract Documents 25 necess . I. .mply with the fixed limit, if established as z condi -. of this Ag meat. The modification - 5.1.2 The Construction Cost shall include the cost at current of Contact Docu . nrs shall be the h.. of the Architect's • market rates of labor and materials furnished by the Owner and responsibility . ng out of the cstablishrne, of a fixediimit. equipment' designed, specified. selected or specially provided . _ _The Arch' z shall bc entitled to compensation 1. • ccordance for by the Architect, plus a reasonable allowance for the Con- with • Agreement for all services performed wheuh,.. not tractor's overhead and profit. In addition, a reasonable allow r Construction Phase s commenced. ante for contingencies shall be included for market conditions - • at the time of bidding and for changes iri the Work during construction. - - ARTICLE 6 • 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, • the Architect and Architect's consultants. the costs of the land. SPECIFICATIONS AND OTHER DOCUMENTS rights- of -wav, financing -or other costs which are the respon- • sibility of the Owner as provided in Article 4. 6.1 The Drawings. Specifications and other documents pre - pued by the Architect for this Project arc instru.•nents of the 5.2 RESPONSIBILITY FOR CONSTRUCTION COST Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget, preliminary and, unless otherwise provided, the Architect shall be dunned estimates of Construction Cost and• detailed estimates of Con- .the author of chest documents and 'shall retain all common law, , • strruction Cost. if any, prepared by the Architect, represent the ' statutory and other reserved rights. including the copyright. - Architect's best judgment as a design professional fa.. iillar with . The Owner shall bc permitted to retain copies. including repro - .the construction industry. it is recognized. however, that neI- . dueiblc copies. of the Architect's Drawings, Specifications and • trier the Architect nor the Owner has conc.rol over the cost of other documents for information and reference is connection labor, materials or equipment, over the Contractor's methods :vith.the Owner's use and occupancy of the Project. The Archi- • of determining bid prices, or over competitive bidding. market teen sed s Drawings, Specifications,er other documents shall not be or negotiating conditions. Accordingly, the .Architect cannot u by the Owner or others on other projects. for additions to and does not warrant or represent that bids or negotiated prices this Project or for comolecion of this Project by others, unless will not vary from the .Owner's Project budget or from any the Architect is adjudged to be in default under this agreement. estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate cornpen- ro by the Architect, salon to the Architect. . 5.2.2 No fixed limit of Construction Cost shall be established - 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing, proposal or . regulatory requirements or for similar purposes in connection . establishment of a Project budget. unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto. If Lion of the Architect's reserved rights. such a fixed limit has been established, the Architect shall be permiued to Include contingencies for design, bidding and price escalation, to determine what materials. equipment, corn- - ponent systems and types of construction arc to be included in • the Contract Documents, to make reasonable adjustments in • _.- ARTICLE 7 - Refer to .12. 9. below. the scope of the Project and CO include in the Contact Docu ments alternate bids to adjust the Construction Cost to the fixed A{t3�9N —' • limit. Fixed limits, If any, shall be increased id the amount of an increase In the Contract Sum occurring after execution of the • disputes o r otter. mattes in question between ? Contract for Construction. pant- ro this Agreement arising our of or relating to the - . et- • meat o • reach thereof shall be subject to and dccid • •y a; bl- 5. If the Bidding or Negotiation Phase has not commenced tration la , • rdance with the Construction Ind - t.ryy Arbitra- within •' days after the Architect submits the Consrrucilon don Rules of +. American Arbication Ass. • .,, currently in ' Document -,• the Owner, any Project budget or fixed linalc of cues unless the des mutually agree o • misc. - i Construction • • • t shall be adjusted to reflect changes in the general level of p in the construction • -try between the 7.2 Demand for arbi •n shall • filed L-1 writing with. die • date of submission .0 r . ConsttvGlO • merits' to the other parry to the Agr • . ,r • • with the Amcricar7 A rbitra - • Owner and the date on .. ,. are sought, don Association. A demand •bitradon shall be made. within 5.2.4 If a .fixed limit of Cons. . • Cost (adjusted as pap-, 2 reasonable time after • . c - • dispute or tither matter ia .. Acted in Subparagraph 5.2. exe .• -t .by the lowest bona be question made arisen, to • event shall r .. demand for equitable fide bid or negotiated be made after th- • -tc when Lustitutio ` egoda p sal, the O - steal legal or equitable • p r o c e e d i n g s • .don such chit:?, dispute • other matter in • .1 111 writ' approval of an Increase - such fixed qucstion • d be barred by tin applicable statut- of limiado;ts, • . 2 limit; 7.3 • • arbitration arising out of or relating to this - cement prize rebidding or renegotiating of the t • within a reasonable time: Include, by coruoiidation, joinder min any other;n C, • an'additional person or entity not a parry to this Agree;u. 1 AU. DOCUMENT 8141 • OwNER- ARCHITECT AGR= ? • FOL'RTEEK H MI 11014 1ON • ,UA• • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1 735 NEW YORK AVE . ..1M N.'117., pAG i CND, WASHR.C. 20006 . 91 41 -1987 6 • • . cept by written consent containing a specific reference t. .2 Tcn percent of the total compensation for Basic and this . cement signed by the Owner, Architect, and an : r er Additional Services earned to date if termination person . entity sought to be joined. Consent to ..iteration occurs during the Development involving an • . ditionai person or entity shat f• c constitute g 8n Pment Phase; or .3 consent to arbit . of any claim, dispu .r other matter in A d d inal S of i e total compensation for Brine o question not describe. the written - . nt or with a person Additional Services • bsrn to date if termination or entity not named or de - bed • eln. The foregoing agree- occurs du any subsequent phase. ment to arbitrate and ocher t emrnts to arbitrate with an additional person or end • my co ted to by the parties to this Agreement shall , specifically. . ' •le in accordance ARTICLE 9 with applicable ^ in any Court having juris. don thereof. MISCELLANEOUS PROVISIONS 7.4 The ^ • and rendered by the arbitrator or arbitrato - hail be final d judgment may be entered upon it in accordance 'th ' 9 . 1 Unless otherwise provided, this Agreement shall be gov- ..iicable law in any court having Jurisdiction thereof, erred by the law of the principal place of business of the n Architect. `,%41 9.2 Teens in this Agreement shall have the same meaning as ARTICLE 8 those in ALA. Document A201, General Conditions of the Con- tract for Construction, current as'of the date of this Agreement. TERMINATION SUSPENSION OR ABANDONMENT 9.3 Causcs of action between the parties to this Agreement 8.1 This A t may be terminated by either patty upon , • pertaining to acts or failures to act shall be deemed to have not less than ys' written notice should the other party accrued and the applicable. statutes of limitations shall corn - fail substantially to perform in accordance with the teens of .' mence to rite not later than tither the date of Substantial Com- Agreement through no Fault of the party initiating the ' •.n plction for acts or failures to act occurring prior to Substantial • o Completion, or the date of issuance of the frnai Certificate for • 8.2 If the Project is suspended by the Owner for more Payment for acts or failures to act. occurring after Substantial consecutive days, the Architect shall be compensated fo er- Completion. vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be cqui- 9 . 4 The Owner and Architect waive all rights against each table adjusted to provide for expenses incurred in the Intel-nip- • other and against the contractors, Consultants, agents and Lion and resumption of the Architect's services. employees of the other for damages, but only to the =rent coy- 8.3 This Agreement may be terminated by the Owner upon cred by property insurance during construction, except such not less than seven days' written notice to the Architect in the forth in the editio ofAIA Document A201, General Conditions event that the Project Is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for more than 90 consecutive days, . Agreement. The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written • waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to • accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for termination. sorb, assigns and legal representatives of such other party with 8.5 If the Owner fails t9 make payment when due the Archi- respect to all covenants of this Agreement. Neither Owner nor cect for services and expenses, the Architect may, upon seven Architect shall assign this Agreement without the written con days' written notice to the Owner, suspend performance of ser- sent of the ocher. vices under this Agreement. Unless payment in full Is received 9.8 This Agreement represents the entire and integrated agree - by the Architect within seven days of the date of the notice, the ment between the Owner and Architect and supersedes all suspension shall take effect without further notkc. In the event prior negotiations, representations or agreements, either writ - of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect, of such suspension of services. - 9.7 Nothing contained in this Agreement shall create a tomcat 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined la Paragraph &7. 9.8 Unless otherwise provided In this Agreement, the Architect and Architect's consnirants shall have no responsibility for the 8.7 Termination Expenses are In addition to compensation for discovery, presence, handling; removal or disposal of or expo - Basic and Additional Services, and Include expenses which are sure of persons to hazardous materials in any form at the Project directly attributable to termination. Termination Expenses shall site, including but not limited to asbestos, asbestos products, be computed as a percentage of the total compensation for polychlorinated biphenyl (PCB) or other toxic substances, Basic Services and Additional Services earned to the time of ter- . mination, as. follows; 9.9 The Architect shall have the right to include represcnta- • • dons of the design of the Project, including photographs of the 1110 • .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to dare if termination professional materials. The Architect's materials shall not occurs before or during the predesign, site analysis, or include the Owner's confidential or proprietary Information if Schematic Design Phases; or • the Owner has previously advised the Architect in writing of • 7 8141-1987 AK DOCUMENT 8141 • OWNER -ARCHITECT ENT Rt IITECT AGREEM • FOURTEENTH EDITION • MA° • 01987 ' THE AMERICAN INSTITUTE OF ARCHITECTS, 1755 NEW YORK AVENUE, N.W. WA nU - - . i ; . the specific information considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or. proprietary. The Owner shall provide professional i credit for the Architect on the construction sign and in the pro- 10.3.1 An initial payment as set forth in Paragraph 11.1 is the motional materials for the Project, minimum payment under this Agreement. • • - 10.3.2 Subsequent payments for B asic Se rvices shall be made monthly and, where applicable, shall be in proportion to scr- 1 • ARTICLE 10 :' vices performed within each phase of service, on the basis set l forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT • I 10.3.3 If and to the extent that the time initially established in • 10.1 DIRECT PERSONNEL EXPENSE Subpar:graph 11.5.1 of this Agreeent is exceeded or extended through no fault of the Architect, compensation for any ser- I 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of'ci.-ne shall be 1 salaries of the Architect's personnel engaged • on the Project and computed in the manner sct forth in Subparagraph 11.3.2. , • the portion of the cost of their mandatory and customary con - tributions and benefits related thereto, such as employment 10.3.4 When compensation is based on a percentage of Con - s.rucron i Cost and any portions of the Project arc deleted or taxes and other statutory employee benefits, insurance, sick j Icave, holidays, vacations, pensions and similar contributions oche. -wise not constructed, compensation for those portions of • and benefits. - the Project shall be payable to the extent services arc per- formed on those portions, in accordance with the schedule set. 10.2 • REIMBURSABLE EXPENSES forth irSubparagraph 11.2.2, based on (I) the lowest •bonafide - bid or negotiated proposal, or (2) if no such bid or proposal Is 1.0.2.1 Reimbursable Expenses ere in addition co compensa- recuvtxi, the most recent preliminary estimate of Constriction - don for Basic and Additional Services an d include ex penses Cost or detailed estimate of Construction Cost for such po�- dons of the Project. • incurred by the Architect and Architect's employees and con - sultants In the interest of the Project, as identified in to follow - 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES ' 10.2.1.1 Expense of transportation in connection - Fitt? : the- 10.4.1 Payments, on account of the .Architect's Additional Project; expenses in connection with authorized.opt -of -roes' Services and for Reimbursable Expenses shall be made monthly • • travel; long - distance communications; and fees paid for secur- upon presentation of the Archkect's statement of services rcn- ing approval of authorities having jurisdiction over the Project tiered or cxpenscs incurred. 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD . Drawings, Specifications and ocher documents. .2.1.3 If authorized in advance by the Owner, expense of 10.5.1 No deductions shall be made from the Architect's com- 10 0 work requiring higher than b regular Owner, rater, pcnsation on account of penalty, liquidated damages or other sums withheld from payments CO contractors, or on account of • 10:2.1.4 Expense of renderings, models and mock-ups requested the cosrof changes in the Work other than those for which the • by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS - including professional liability insurance, requested by the 10.6,1 Records of Reimbursable Expenses and expenses per - Owner In excess of that norfially carried by the Architect and to Additional Service and services Architect's consultants.8 performed on the • basis of a multiple of Direct Personnel Expense shall be avail- 10.2.1.6 Expense of computer -aided design and drafting able to the Owner or the Owner's authorized representative at equipmerit time when used In connection with the Project. • mutually convenient times. • • ARTICLE 11 • BASIS OF COMPENSATION - The Owner shall compensate the Architect as follows: . • • .. . --. .; - - , ■••, ∎,* o s _ J(, -F7C0: NO; 11,, :1 a.^ 7 ''',40 t r _ ,c' ::)'f' 'C,O: . .' :. mi '° • 11.2 BASIC COMPENSATION • 11.2.1 FOR BASIC SERVICES, 23 described in Article 2, and any other services included in Article 12 as part of Basle Services, Bask • Compensation shall be .computed as follows: (insert basis of compensation, including stipulated sums, multiples cr prcentage; and identify pbaees to tablcb lku/ar mel of compensation apply. f 0 necessary' ,) Z a 41140040 5, 000 • A lump Sum Fee of 0110pliiiimighbup to a construction cost o . plus of construction oat; above hat amount. ' \;'\\K.) 4 'fi- \_ AIA DOCUMENT 8141 • •W1iER•ARCHITECT AGREEMENT • FOUlTEENiH EDITION • Ale • ©1987 - Tvt,errnrn,•rtSur. —..... ....... / _ s ... i _- -I --- .__ -.. f 6(2_.5 , I "' • • • • • • • • 11.2.2 Where co , nsadon is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase s 11 total the following percentages of the total Basic Compensation payable: • (Insert addition phases as appropriate.) , • 5chetlhatic Design Phase :\ SOI3jp.00 iiiiiiii6lis 207 Design Development Ph e: $ 61 1 11 .111 1 9011411110 157 • 4 a; iv ° Construction Document Phase: I Z . �r7 • � x3 S�1 ' �'�''eer•�ee X57 Biddirig or Negotiation , •hale: t of) 0 r1110 57 • Construction Phase: Mil i tatO °leer ge l e i r 9114 159 Total Basic Co - ensatlon: 47/ 0 : - one hundred percent (100 %) cur 1 PENSATION FOR ADDITIONAL SERVICES V • 113.1 FOR PROJECT REPRESENTATION.BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be com- puted as follows: ' Refer to attached Exhibit A • . • • • . . \ r . 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other shah (1) Additional 'Project Representation, as described In Paragraph 3,2, and,(2) services included tin Article 12 as par of Additional Services, but excluding ser- vices of consultants, compensation •shall be computed as follows: • • (Insert basis of compensation, including rates and/or multiples of Direct Personnel E. pence for Principals and employees, f and identify Principals and classy:, employees, If required. Mee specific services to which partiodar methods of compensation apply, /f necessary.) • Refer to attached Exhibit :A 11 L • 1% 1rN~ • 11.3.3 FOR ADDITIONAL SERVICES OE CONSULTANTS, including additional ctutal services and those provide , mechanical and electrical p d under Sub in A cal engineering e paragraph 3,4.19 or identified tticl 2 as parr of Additional Services One ' ( 1.0 ) times the amounts billed to the Archite , 2 multiple of for such servi (identify specific types of consultants In Article ! ?, if required. • ) • 11:4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described In Paragrap h 102, any other Expenses, a multiple of Rats included In Article p One 12 ?s Reimbursable employees and consultants In the interest of the Project. (1.0 Ztrrrles the expenses incurred by the Architect, the Architect's . - 11.5 ADDITIONAL PROVISIONS • . • • . 11.5.1 iF THE BASIC SERVICES covered by this Agreement have not b completed within Fourteen ( 1,4 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be ' compensated as provided in Subparagraphs 10.3.3 and 11.3.2. • 11.5.2 Payments: arc due and payable Thirty Amqunts unpaid ( 30 ) days from the date of the Architect's Invoice. 3'' ( 30 • ) days after the Invoice date shall bear interest at the rate catered below, or in the absence thereof at the legal rate prevailing from rime to time at the principal place of business of the Architect, (insert rate of interest agreed upon.) • • • • (Usury lauu and reortlremenu under the federal Tnstb in lendrn ct • test s pnndpat places of business !be location of the Project and elsewhere may affect be, validity , con-miner this � Jam and other l egal advice s rbe et b obtained • respect to deletions or mod %ivdons, and afro regarding requirements such at written disclosure! or waivers) toe. Spe ifi� /.gal advice should be obtattud with A 9 13141:1987 7 A DOCUMENT 8141 • OWNER-ARCHITECT AGREEMENT • FOURTEEliirr EDITION • • THE AMERICAN INSTITUTE OF ARCHiTRtr ., n -a c ,:,•■ ,....... ........ AtA • e t or: • • • : 1i • 5.3 The rates and multiples set forth for Additional Services shall be annually adjtuted in accordance with normal salary review . practices of the Architect. • i ' ARTICLE CLE 12 • • . • OTHER CONDITIONS OR SERVICES " • (laser! descriptions of other services, identify Additional Services t, ,wed within gash Compensation and nrad1fi fors !o Me f Insert in this Agreement,) payment and ewnpenwlfon !er nr 12.1 Attendance at neighborhood meetings, Planning Commission meetings and City Council meetings for approvals is included eluded m Schematic Design Phase Services. 12.2 Basic Services include, as applicable, Structural, Mechanical and Electrical Engineering - design services and Fire Protection performance specifications. 12.3 Basic Services also include Civil engineering design services for site planning, ali landscaping. 04 S s..uJ / v.)106 b Uircct simikoi . (.3. etri kcw/ e ` cat f-4 -""'t' 12.4 This Contract does not include Professional - Services fo r soil correction engineering ;,,;� � • and/or Hazardous Material hi pestigation/Engineering/ j� , , , f bqh • J. 2 t 1 .5 signage, ofilik0 audio visual equipment, anumamedmises SPIPlik41 VP , b 12.6 This Contract does no ude any pro essional design services for fast -track construction nor for professional design services in connection with a ,_���� Manager. - ti Construction i 20 12.8. Randy Engel, Vice President of Buetow and Associates, will sexve as the Firm's Principal -in- Charge, He is considered by. the Owner to be critical to the proper performance of this Agreement He will not be removed or substituted without good cause shown and without the writt .0 consent of the Owner, which consent shall not be unreasonably withheld or delayed by the Owner. 12.9 Refer to attached Exhibit B. • • • • This Agreement entered into as of the day and ye, first written above. . ■- . OvihBR .. AHcHrr • • • gna<ure) • e • I (:rued ncrn �d if ej ' Randy L.. I gel, Vice President ♦ a (P - erred name and !file) _ AIA DOCUMENT B141 ■ OWNr" ti ARCHITECT AGREEMENT . ,FpUaTE 7H EDITION • MAe • 01987 THE AMERICAN iNSTITUie ARCHITECTS. 1i35 NEW YORK AVENUE. N4W S WA INr-nnr nr ,,.•..,. _ . • • • • BUETOW AND ASSOCIATES INC AN ARCHITECTURAL SERVICES COMPANY 2345 Rice Street Suite 210 St. Paul, Minnesota 55113 EXHIBIT A Rates Professional Services are compensated at the following hourly rates (if applied): Principal $115 • • Project Manager $105 Project Architect $100 Project Designer $ 90 Drafter 1/II $70/80 Secretary $ 50 Buetow and Associates` Reimbursable Expenses incurred on behalf of a project are as follows: • Computer Plots • $20.00 per sheet Facsimile Transmissions $2.00 per sheet Messenger Service • at cost Mileage • $.48 per mile Photo copying $.15 per 8 1/2 x 11 sheet Postage • at cost Printing of Bid Documents • at cost Reproduction of Drawings $3.00 per sheet • • ••.�....��. tel 651 483 -6701 fax 651 483 -2574 www.buetowarchitects.com • EXIIIBIT B MEDIATION 1. Claims, dispute or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof shall be subject to mediation unless the parties mutually agree otherwise or, after reasonable efforts, such mediation does not result in a complete resolution of such dispute. 2. Demand for mediation shall be filed in writing with the other party to this Agreement and with a mutually - agreed upon Minnesota -based mediator. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statutes of limitations. 3. No mediation arising out of or relating to this Agreement shall include an additional person or entity not a party to this Agreement, except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and such other person or entity. Consent to mediation involving an additional person or entity shall not constitute consent to mediation of any claim, dispute or other matter in • question not described in the written consent or with a person or entity not named or described therein. The foregoing agreement to mediate and other agreements to mediate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically sp y enforceable in accordance with applicable law and in any court having competent jurisdiction. 4. In the event mediation does not lead to a complete resolution, or in the event the parties agree to forego mediation, any claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof may be submitted to any court of competent jurisdiction sitting in Minnesota. • ; 1 VsSe- (c., t r ', ik, (.t '. ; 4 ;.,!:. , t *I' (,,.'. I. •: ! 1 .). 1, " i '/'- , '4. -." ' ' ''' '1 1 : " ',.-1 - c ('' 1' : ( it: 1 0 p. ,,„- , ' : A _ V ils9 \,t, L V,Ali' (t•') ‘ . (‘'kt '.,fr'... t',.:, " ' , i 1, 1%. 1 , ti ,ii ? N el i / , : ' , 1 ' a .‘"—•' ,, — : - ' ,' I ',' C ' ti I 1 i:A.'"t -^4 '1' . .• `, ':, `, • '4-t:: ';‘,... r'' ' i.,.,',.. '!',, 1 :'''.: ' : .-' ., --'•. --, A; ! , ti , _ Ct 3 --r !,',...', '.' •-• : , A...,..„-) :.:t ;,...., ,, ., :- t ,,„ - ;- , ',..-,.: „, 11/) • 4 J . , 4 , ! i i , t?. t V(. . . : '0 .-' - .: . ,;:., ' : , (,) It ;., : _ . ;• , .! , 1 ,-, ._ e yL ' s i -;* ;;* \A I" 'I : ', 4 ti i '::-.';' ' .._ ., '' ,?' 1 til l i I take :.'( /, 4 :). : ( '''. I 1 e.--; :: 4 '. !.,.., • V 1 '' - ' 1 .7 1 A .. ,,1 (.... a a. 1,, - 1 ,4,..i.'( • .,,,- .. . i.... t: ,. , , ,•;./ ; -,_...„ , ..-e ,, , i'l"..A/ f ") C 0,4 11 ° ''' 1 . Eike I t - \ lk, .i Ot ! ) ' • , `‘•' ' \ • •. ,, ,, • ? A gi 11 , • . d ''I 14 '''' • a ‘161 c-triki)j 1:?.0-kt• : 1 v-t.. c.4...Ac p 1,0 te i c,.1 - 1 , ,.,1 1,../ c kt , 1J - i,, a...A k ) (1 44 ""..it t‘; 1--1' Cow, u: ci-i li a kSA.tw f i L A • , ,, Y,. ( f 3 ,1c -, .. , ' ,,, 1 - 1 t i, ; .,1,. , `,_(',1.,) , _,',1 fl r 1,1: -,.; Alitis4?(A4 v-,,, vf-S-A t- C ,...,_,„ 1 .,,..,.. 401 ( :4,..i.... ,L,;_. r,. A.A e dir At --., /1) , i iii i: 40 jc. t p , ., t" 6 \ L', ;:-/ t v (, l'i,',.- , c;' (.1,ft Ica e C ' 1 ,:t ,:ii ' Ail- '../ l i 1 : k •0 1 0.- f eVt+14 ' Sict.4. it1" , \ "1,- -- ' (..:• 1' .;, t_ ). "t, 'Le ! 'f 't C ( I ,) , CA,VaAdt* t Vj CA. i t 1 I e.:, i S taAfit - • t.,- ',.--. .1,-, 4 Y -, r ( 1,- 4 ' — ' ..- c't VA., _ ,'"alid ( ti tn l' , ) • BUETOW AND ASSOCIATES INC AN ARCHITECTURAL SERVICES COMPANY 2345 Rice Street Suite 210 St. Paul, Minnesota 55113 May 9, 2008 Mr. Eric A. Johnson, AICP, City Administrator City of Oak Park Heights 14168 Oak Park Boulevard North Oak Park Heights, Minnesota 55082 RE: City of Oak Park Heights Option E.1 New City Hall Oak Park Heights, Minnesota Mr. Johnson: The estimated value of this project is as described in the attached excerpt from our April 1, 2008 Final Report entitled, Preliminary Cost Projections Option E.1 (New City Hall). The Total Preliminary Project Budget listed in that document is $6,300,000. Our proposed Professional Services and our Professional Services Fee is based upon a total construction and equipment cost of $5,240,000 plus any expended Project Contingency (the specific amounts that add up to the $5,240,000 are highlighted in bold underlined text in that document). • We propose to furnish Architectural, Civil, Structural, Mechanical and Electrical Engineering Services as briefly described below: 1. Schematic Design Phase (totals 20% of our fee) - Develop Master Site and Building Plan. - Develop Building Space Program. - Present 2 -3 Site and Building Design Concepts. - Architectural design of selected plan alternative based on Master Plan Concepts. - Civil, Structural, Mechanical and Electrical design of major systems. - Progress meetings with Building Committee. - Zoning Compliance and Building Code reviews. - Coordinate design with Site Design. - Statement of Probable Construction Costs. - Obtain Owner Approvals. 2. Design Development Phases (totals 15 % of our fee) - Develop 1 Site and Building Design. - Architectural design of selected plan alternative. - Civil, Structural, Mechanical and Electrical Design Development. - Watershed District Approvals Process. - Progress meetings with Building Committee. - Zoning Compliance and Building Code approvals process. - Coordinate design with Site Design. - Statement of Probable Construction Costs. - Obtain Owner Approvals. (continued) tel 651 483 -6701 fax 651 483 -2574 www.buetowarchitects.com f 0 Proposal letter of May 9, 2008 to City of Oak Park Heights Administrator Eric A. Johnson, AICP page 2 3. Construction Document Phase (totals 45% of our fee) - Architectural Construction Documents preparation. - Civil, Structural, Mechanical and Electrical Engineering Construction Documents preparation and coordination. - Contract Conditions, Bidding Criteria and Material Specifications preparation. - Building Code review and City Building Department approvals. - Progress Meetings with Building Committee. - Statement of Probable Construction Costs. - Obtain Owner Approvals. 4. Bidding Phase (totals 5% of our fee) - Let bids to General Contractors. - Answer bidding questions. - Assist Owner in receiving and reviewing bids. - Recommendation letter to award contract. 5. Construction Administration Phase (totals 15% of our fee) - Assist in preparation of contracts with awarded General Contractor bidder. - Review shop drawings and submittals. - Prepare color schedule. - Prepare change order requests. III Review monthly pay applications. - Weekly site observation and project walkthrough. - Conduct bi- monthly or weekly Project Meetings. - Final Inspections and Prepare Final Punch List. - Review of General Contractor's Project Closeout. The proposed Professional Services Fee for providing the above services would be based upon 9% of the total actual cost of construction and equipment cost items including Bid Alternates and expended Project Contingency funds. The cost of our expenses is included in the 9% fee (except the cost of printing documents for bidding). If this Proposal meets with your approval, please advise so that we can prepare an Owner- Architect Agreement. We are prepared to immediately start the work. Please call if you have any questions. Sincerely, I TOW & : " II IATES, . C. Randy L. Eng , 1, RA, A 4 Vice - President III City of Oak Park Heights Final Report Space Needs and Facility Use Study April 1, 2008 Citizens Advisory Committee Buetow and Associates, Inc. BA #0707A St. Paul, Minnesota Construction and Equipment Cost Items identified in May 9, 2008 letter are in bold underlined text Preliminary Cost Projections Option E.1 (New City Hall) (page 1) (Project includes a new building planned to house the City Administration, Finance, City Council, Public Works and Police Department) • Site Construction Costs (New Buildings Only) $ 400,000 • Existing Building Demolition Costs $ 70.000 (not including hazardous material abatement costs) • Building Construction Costs $ 4.600000 (New City Hall Construction of 20,000 SF, Remodeling of Existing Buildings of 2,865 SF and Additions of 2,080 SF) (City Hall floor area would now total 24 ,945 SF) (Addition of a 6,300 SF Open -Air Walled -In Vehicle Impound Area (masonry walls and concrete slab) adds $400,000) ) (includes site construction costs) (Addition of a 3,000 S.F. Open -Air Walled -In Public Works Storage Yard (masonry walls and concrete slab) adds $180,000) (includes site construction costs) • Possible Soft Costs (priorities not determined) $ 1230,000 Furniture, Fixtures, TV /Telecomm and Equipment (FNE) Allowance _ $ 100.000 Telecommunications /AV Systems $ 70.000 • Professional fees @ 9% of Site, Building, TV/Telecomm and l FE $ 500,000 Evaluations, Reimbursables, Special Inspections, Testing, Soil Borings and Surveys $ 50,000 Hazardous Materials Abatement (Refer to Note 8. below) $ 200,000 (estimated) Project Contingency (5 %) $ 310,000 Total Preliminary Project Budget $ 6,300,000 Notes 1. These preliminary construction cost projections are based on calendar year 2008 dollars and do not include adjustments for: inflation beyond 2008, public bidding climate, nor do they include adjustments for possible winter construction condition costs. 2. Preliminary construction cost projections do not include land acquisition costs. 3. Costs may vary depending on the design alternatives that will actually be selected. 4. Construction costs listed above are not based on a specific building design but upon an average square foot cost for buildings of this size, type and quality. 5. City Hall New Construction totals 20,000 square feet for a two -story plus basement building and Public Works Additions of 2,080 SF and Remodeling of Existing Buildings of 2,865 SF. 6. Remodeling of the remaining portion of the Existing Public Works Building and the remaining Water Treatment Area of the City Hall includes: replacement of existing overhead doors and doors; replacement of exterior wall finishes, execution of tuckpointing and cleaning of exterior masonry wall systems; replacement of roofing systems, provision of upgrades /replacements to the existing mechanical and electrical systems: replacements of selected interior finishes primarily due to changes in mechanical systems and electrical systems; installation of an automatic fire suppression system; installation of an energy management system, and upgrades to security, lighting, power, fire alarm, egress lighting and interior voice /data communication systems. • (continued) City of Oak Park Heights Final Report Space Needs and Facility Use Study April 1, 2008 Citizens Advisory Committee Buetow and Associates, Inc. BA #0707A St. Paul, Minnesota • Construction and Equipment Cost Items identified in May 9, 2008 Letter are in bold underlined text Preliminary Cost Projections Option E.1 (New City Hall) (page 2) 7. Future internal building expansion is planned. 8. The floor area for an optional 2,000 SF Fire Department Apparatus Bay is not included in the floor area quantity nor in the costs listed above: budget an additional $300,000 plus Soft Costs of $75,000. 9. A Hazardous Materials Abatement Study is highly recommended. Abatement is required prior to building demolition. Abatement costs unknown: budget an additional $200,000 as listed above. 10. Costs for the Vehicle Impound Area and the Public Works Storage Yard enclosures could be reduced, respectively, to $150,000 and to $75,000 if fencing were to be used instead of masonry walls. 11. The square foot floor area totals listed above may be subject to further review, analysis and modification during the Schematic Design Phase. • • ECKBERG • • LAMMERS S ATTORNEYS AT LAW Stillwater Office: 1809 Northwestern Avenue Stillwater, Minnesota 55082 Writer's Direct Dial (651) 439 (651) 351 Fax (651) 439 - 2923 Writer's Email: Hudson Office: mvierling @eckberglammers.com 2417 Monetary Boulevard • Hudson, Wisconsin 54016 May 16, 2008 (715) 386 -3733 Fax (651) 439 -2923 www.eckberglammers.com Scott R. Miles . Northland Securities 0 P Y 45 South Seventh Street Suite 2500 Minneapolis, MN 55402 .Re: City of Oak Park Heights • Dear Mr. Miles: Pursuant to your request, 1 am informing you of the following. As of May 13, 2008 the City of Oak Park Heights is not aware of any threatened or pending litigation that questions the organization or boundaries of the City or the right of any of its officers to their respective offices or in any manner questioning their rights and powers to execute and deliver bonds or otherwise questioning the validity of bonds as issued by your office. If you have any further questions in the matter, please feel free to contact me directly. Yours very truly, Mark J. Vierling MJV1sdb cc: Eric Johnson, City Administrator, City of Oak Park Heights 0 ECKBERG, LAMMERS, BRIGGS, WOLFF VIERLING, PLLP Family Law / Divorce • Business and Commercial Law • Criminal Law • Personal Injury / Wrongful Death Estate Planning / Probate • Real Estate • Land Use Law • Mediation • Municipal Law • Civil Litigation