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HomeMy WebLinkAboutTSDG Architects and Augusta Richmond County Board Of Comissioners Augusta Richmond GA DOCUMENT NAME: ,S D (y ,q p,c.i-l I -r~C-r SAN of!"~ "g rl'! - \< \clt ",Or> l:) Co CJ>J'r'j 60A(<.~ of ~o rn r7) i SSllYrV~S DOCUMENT TYPE: r:l ~RE.S~t:::tN I YEAR: I} q C1 ~ BOX NUMBER: .Le FILE NUMBER: I ~ q Y J NUMBER OF PAGES: 1 '1 ,- _{I a Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services AlA Document 8141 -1997 1997 Edition - Electronic Format This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTIJENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAYBE MADE BY USING AIA DOCUMENT D40L Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1%6, 1967, 1970, 1974, 1977, 1987, @1997 by The American Institute of Architects. 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 subject the violator to legal prosecution. TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the Twentieth (20) day of September in the year Nineteen Hundred and Ninety Eight (1998) (In words. indicate day. month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) Augusta-Richmond County Board of Commissioners Municipal Building 530 Greene Street Augusta, Georgia 30911 and the Architect: (Name. address and other information) TSDG Architects 2292 Washington Road Post Office Box 277 Thomson. Georgia 30824 For the following Project: (Include detailed description of Project) Improvements to the Richmond County Library System as per the owner's scope outlined in the Request for Qualifications Number 98-129. These improvements shall include the following branches: 1. Main Branch 2. Appleby Branch (Walton Way) 3. Friedman Branch (Jackson Street) 4. Maxwell Branch (Lumpkin Road) 5. Wallace Branch (Laney-Walker Boulevard) AIA DOCUMENT BI41-STANDARD FORM AGREEMENT - 1997 EDmON - AIA - COPYRIGIIT 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as - 7 The Owner and Architect agree as follows. ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following items by inserting the requested informaJion or a statement such as "not applicable," "unknown at time of execution" or "to be determined later by mutual agreement. ") Per Owner's Request for Qualifications No. 98-129. 1.1.2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (Identify or describe. if appropriate, proposed use or goals.) Improve and update existing Library Facilities as per RFQ No.98-129. 1.1.2.2 The physical parameters are: (Identify or describe, if appropriate, size. location, dimensions. or other pertinent information, such as geotechnical reports about the site.) 1.1.2.3 The Owner's Program is: (Identify documentation or state the manner in which the program will be developed.) Per RFQ No. 98-129. 1.1.2.4 The legal parameters are: (Identify pertinent legal information. including. if appropriate. land surveys and legal descriptions and restrictions of the site.) 1.1.2.5 The financial parameters are as follows. .1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: $ 1,272,000.00 .2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is: $ 1,200,000.0 1.1.2.6 The time parameters are: (Identify. if appropriate, milestone dates. durations or fast track scheduling.) Programing, Design, Budgets and Prioritizing by December 15, 1998. Projects at all sites completed by March 1, 2000. 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identify method such as competitive bid. negotiated contract, or constroction management.) Competitive Bid and possible owner forces. 1.1.2.8 Other parameters are: (IdentifY special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.) Phasing of construction work as to maintain daily functions of each facility and coordinate competitive bid aspects with work completed by owner forces. 1.1.3 PROJECT TEAM 1.1.3.1 The Owner's Designated Representative is: (List name, address and other information.) Richard G. Leach, Director Augusta - Richmond County Library 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are: (Lisl name, address and other information.) Richard M. Acree, Jr., Assistant Director Public Works - Facilities Maintenance Division 1.1.3.3 The Owner's other consultants and contractors are: AlA DOCUMENT BI41-STANDARD FORM AGREEMh"NT - 1997 EDmON - AlA - COPYRIGl-IT 1997 - TIffi AMERICAN INSTITUTE OF ARClllTECTS, 1735 NEW YORK AVENUE NoW., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1997 User Document: AE-CONTRACTDOC -- 9/22/1998. AIA License Number 109910, which expires on 7/31/1999 -- Page #2 (Lis/ discipline and, if/mown, Identify them by name and address.) N/A 1.1.3.4 The Architect's Designated Representative is: (List name, address and other information.) Erskin P. Rhoades, AlA Paul A Sandifer, Jr., Assoc. AlA, CSI 1.1.3.5 The consultants retained at the Architect's expense are: (List discipline and, if known, identify them by name and address.) Civil Engineering (as needed) Godefroy and Associates, Augusta, Georgia Structural Engineering (as needed) Johnson Laschober and Associates, Augusta, Georgia Mechanical Engineering Pruett Ford and Associates, Augusta, Georgia Plumbing Engineering Pruett Ford and Associates, Augusta, Georgia Electrical Engineering John Ray Williams and Associates, Columbia, South Carolina 1.1.4 Other important initial information is: 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AlA Document A201 current as of the date of this Agreement, or as follows: See Special Stipulations. 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. Both parties, however, recognize that such information may change and, in that event, the Owner and the Architect shall negotiate appropriate adjustments in schedule, compensation and Change in Services in accordance with Paragraph 1.3.3. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES 1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team. 1.2.2 OWNER 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. 1.2.2.2 The Owner shall periodically update the budget for the Project, including that portion allocated for the Cost of the Work. The Owner shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost of the Work, or contingencies included in the overall budget or a portion of the budget, without the agreement of the Architect to a corresponding change in the Project scope and quality. 1.2.2.3 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably required by the scope of the Project. 1.2.2.5 Unless otherwise provided in this Agreement, the Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably AlA DOCUMENT BI41-STANDARD FORM AGREEMENT - 1997 EDmON - AlA - COPYRIGHf 1997 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator leglll prosecution. This document was electronically produced with permission of the AlA and can be reproduced without violation nntil the date of expiration as noted below. Electronic Format B 141-1997 User Document: AE-CONTRACT.DOC -- 9/22/1998. AlA License Number 109910, which expires on 7/31/1999 -- Page #3 " necessary at any time for the Project to meet the Owner's needs and interests. 1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. 1.2.3 ARCHITECT 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4. 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which shall be adjusted, if necessary, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. 1.2.3.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. 1.2.3.7 The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any errors, omissions or inconsistencies in such services or information. Insert A: 1.2.3.8 See Special Stipulations Insert B: 1.2.3.9 See Special Stipulations ARTICLE 1.3 TERMS AND CONDITIONS 1.3.1 COST OF THE WORK 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost-to. the Owner of all elements of the Project designed or specified by the Architect. See Special Stipulations. 1.3.1.2 The Cost of the Work shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights-of-way and financing or other costs that are the responsibility of the Owner. 1.3.2 INSTRUMENTS OF SERVICE AlA DOCUMENT BI41-STANDARD FORM AGREEMENT - 1997 EDITION - AlA - COPYRIGHT 1997 - HIE AMERICAN INSTITlTTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This docwnent was electronically produced with pennission of the AlA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1997 User Document: AE-CONTRACT.DOC -- 9/22/1998. AlA License Number 109910, which expires on 7/31/1999 -- Page #4 " 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. 1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged in default of this Agreement, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. 1.3.2.3 Except for the licenses granted in Subparagraph 1.3.2.2, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by license granted in Subparagraph 1.3.2.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments of Service for future additions or alterations to this Project or for other projects, unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by circumstances beyond the Architect's control, or if the Architect's services are affected as described in Subparagraph 1.3.3.2. In the absence of mutual agreement in writing, the Architect shall notifY the Owner prior to providing such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect, and the Architect shall have no obligation to provide those services. Except for a change due to the fault of the Architect, Change in Services of the Architect shall entitle the Architect to an adjustment in compensation pursuant to Paragraph 1.5.2, and to any Reimbursable Expenses described in Subparagraph 1.3.9.2 and Paragraph \.5.5. 1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the Architect shall be entitled to an appropriate adjustment in the Architect's schedule and compensation. .1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service; .2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously prepared Instruments of Service; .3 decisions of the Owner not rendered in a timely manner; .4 significant change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or AlA DOCUMENT B141-STANDARD FORM AGREEMENT - 1997 EDITION - AlA - COPYRIGHT 1997 -11IE AMERICAN INSTITUTE OF ARCillTECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This docwnent was electronically produced with pennission of the AlA and can be reproduced without violation until the date of expiration as noted below. . Electronic Format B141-1997 User Document: AE-CONTRACT.DOC -- 9/22/1998. AlA License Number 109910, which expires on 7/31/1999 -- Page #5 .. budget, or procurement method; .5 failure of performance on the part of the Owner or the Owner's consultants or contractors; .6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto; .7 change in the information contained in Article 1.1. 1.3.4 MEDIATION 1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply. with the lien notice or filing deadlin~s prior to resolution of the matter by mediation or by arbitration. 1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which;-am@sB the parties 1H\:ltl:lally. agree @tR0rwise, sRaII ge iR assersaREle with the CeRstmst-ieR lDsl:lstry MeaiatieR, Rules ef tRe AmericaR }\d-bitrities P. ssgciati9s clIrreRtly is eff~t. Request for mediation shall be filed in writing with the other ~ party to this Agreement 8:tul with the .AmerieM Arl'litfatieR :\sseeiatieR. TRe f.0l;j1:l8st lHay ge lHase eeaeliffemly "l.lth the fiJiflg of a demalJd for <lrbitratioll byt, iD SlICR 0'1lilRt, Mediation shall proceed in advance of llrbitrfttioft or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 1.3.5 ARBITRATION 1.3.5.1 Afly-elaim; dispute-eF-etfteF-mattef-ifl ql:lestioa -afisiflg-et:lt-ef or related to this ,^.greemem shan be subjeet to arbitratioa. Prior to areitriltion, the parties shall eadeavor to resolve disp\:ltes by mediatieR iR aeeordaRoo vt'ith paragFaflR 1.3.4. 1.3.5.2 Claims, displ:ltes aRd other matters in q\:lestion between the parties that are Rot resoh'ed by mediatiaR shall be deeided by arbitratioR -whieh;-ualess-the~ mutl:lally-egree otherwise,4all-be-ifl aeeerdaRee-with-the Coastmetien IRoostry ArbitratieR RWes -ef -the ,^ .merleaa Arbitration Assoeiation oorremly -ifl-effeet.:.-+he demaRd -fet: arbitratieR 4all-be.filed-ifl ,.vritiRg-with-the- other part)' to this '^1greemem Md '.\lith the f.meriean :\rbitratioR ASSOei.atiOfl. 1.3.5.3 A demaad.fet: arbitration -shall-be made within -a reasenable-time--aftet:-the-elaim; dispute-eF-etflef-mattef-ifl questiOR.fl$- arisen. 18 80 eveRt shall the demaRd for arbitration be made after the date v,heR imltitl:ltioR af legal or equitable pr-oeeediags based on sueh elaim, disflute er other matter in EJl:lestion '",ould be earreEt by the applieable statl:lte of limitations. 1.3.5.4 Ne arbitratiofl -ftfisiflg -em -ef -eF r'6latiRg -te 4hi9 i\gr'6emeRt 4all iReluee, -by eORsolidatioR -eF -jeiaEIeF -eF -in -My-e#IeF- mar.Rer, -aa additional~-ef~-net a party to this f1greemeRt, eKeept by vlritteR oonseflt eeRtaining a speeifie r-eferenee to . this AgreemeRt -eatl-sigRed-by-the Owner, Arehiteet, -aREl-My-etflef-peFSefl:-eF-entity-sooght-te-bejeiReEh Consent -te arbitration ifwoy;mg aR additional person or emity shall Rot eonstitute eeRseRt to arbitration of any e\aim, disptlte er ether matter in question fiat deserieed -ifl-the 'Written eefl5ent -eF -with oft -peFSefI: -eF -entity -Ret -fIafBed -eF deserieed therein. -+he foregeiag agreemeRt-t&- arbitrate aad ather agreemeRts ta arbitrate \Vith aR aeditienal person er eHtity dttly eonsemed to by parties to this f.greemeRt shall be speeifieally eRforeeable iR aeeerdaaee '.vith applieable law iR any 0E>l:1rt haviRg jttrisdietion theroof 1.3.5.5 +he-awaf'd reftdered -by-the arbi~rator -ef arbitraters -shell-be..fiflal;-aREl jtldgmem -may-be entered -ttpefl~..ffi aeoordaRee with applieable law iR any eOl:lrt hEWing jurisdietisfI thereef. 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's AlA DOCUMENT BI41-STANDARD FORM AGREEMENT - 1997 EDmON - AlA - COPYRIGHT 1997 -11IE AMERICAN INSTITlTTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This docwnent was electronically produced with pennission of the AlA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141~1997 User Document: AE-CONTRACT.DOC -- 9/22/1998. AlA License Number 109910, which expires on 7/31/1999 -- Page #6 termination in accordance with Paragraph 1.3.8. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unless otherwise provided in Paragraph i.4.2. 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes oflimitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AlA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. 1.3.8 TERMINATION OR SUSPENSION 1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The AlA DOCUMENT BI41-STANDARD FORM AGREEMENT - 1997 EDITION - AlA - COPYRIGHT 1997 -11IE AMERICAN INSTITlTTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This docwnent was electronicalIy produced with pennission of the AlA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1997 User Document: AE-CONTRACT.DOC -- 9/22/1998. AlA License Number 109910, which expires on 7/31/1999 -- Page #7 Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. 1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. 1.3.8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. 1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Subparagraph 1.3.8.7. 1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. 1.3.9 PAYMENTS TO THE ARCHITECT 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; . See Special Stipulations. .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; See Special Stipulations. .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings, models and mock-ups requested by the Owner; .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Paragraph 1.5.5; .8 other similar direct Project-related expenditures. AlA DOCUMENT BI41-STANDARD FORM AGREEMENT - 1997 EDmON - AlA - COPYRIGHT 1997 -11IE AMERICAN INSTITlTTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This docwnent was electronically produced with pennission of the AlA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B141-1997 User Document: AE-CONTRACT.DOC -- 9/22/1998. AlA License Number 109910, which expires on 7/31/1999 -- Page #8 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. 1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement Between Owner and Architect, AlA Document B 141-1997. 1.4.1.2 Standard Form of Architect's Services: Design and Contract Administration, AlA Document B141-1997, or as follows: (List other documents, if any, delineating Architect's scope of services.) 1.4.1.3 Other documents as follows: (List other documents, if any, forming part of the Agreement.) 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: 1.4.2.1 Long distance phone calls/faxes, and mileage expenses are included in the fee outlined in paragraph 1.5.1. Except if in conjunction with a site visit to another project related facility required by the owner. 1.4.2.2 Reproductions of Six (6) sets of plans and specifications are included in the fee outlined in paragraph 1.5.1. Additional copies, ifany, will be billed in accordance with paragraph 1.3.9.2. 1.4.2.3 Arbitration is hereby eliminated in its entirety. All claims, disputes and other matters in question between the Owner and the Architect arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. The Architect, by executing this Agreement specifically consents to venue in Richmond County and waives any right to contest the venue in the Superior Court of Richmond County, Georgia. All communications to the Architect shall be directed to TSDG Architects, and all communications to Owner from Architect shall be deemed to be from and on behalf of TSDG Architects. It is the intent of this Agreement that TSDG Architects shall be the representative of the Architect to whom the Owner shall direct all communications an upon whom the Owner can rely to be acting on behalf of the Architect. ARTICLE 1.5 COMPENSATION 1.5.1 For the Architect's services as described under Article 1.4, compensation shall be computed as follows: The Stipulate Sum of Seventy-One Thousand Seven Hundred Fifty and 00/100 ($71,750.00) 1.5.2 If the services of the Architect are changed as described in Subparagraph 1.3.3.1, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below or, if no method of adjustment is indicated in this Paragraph 1.5.2, in an equitable manner. (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, ifrequired. Identify specific services to which particular methods of compensation apply.) Compensation shall be based on an hourly rate as follows: Architect Intern Architect (project Manager) CAD Operator (Technical Support) Engineers Clerical $85.00/Hour $50.00/Hour $40.00/Hour $75.00/Hour $25.00/Hour AlA DOCUMENT B141-STANDARD FORM AGREEMENT - 1997 EDITION - AlA - COPYRIGHT 1997 - TIIE AMERICAN INSTITlTTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator lellal orosecution. This docwnent was electronicallv oroduced with oermission of the AlA and can be reoroduced without violation until the date of exoiration as .. 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one point zero eight ( 1.08 ) times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph 1.3.9.2, and any other items included in Paragraph 1.5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one point zero eight ( 1.08 ) times the expenses incurred by the Architect, and the Architect's employees and consultants. 1.5.5 Other Reimbursable Expenses, if any, are as follows: 1.5.6 The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. 1.5.7 An initial payment ofN/A Dollars ($ N/A) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to services performed on the basis set forth in this Agreement. 1.5.8 Payments are due and payable Twenty ( 20) days from the date of the Architect's invoice. ;\.meI:lRts~--H-day&- after the iw;eiee Elate shall bear interest at the rate eRterea belo',\', or ia the abseaee thereof at the legal rate preveiliag from time te time at the prioeipal plaee oflmsiaess of the Arehiteot. (Insert rate of interest agreed upon) See Special Stipulations. (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 Architect's principal places of business. the location of the Project and elsewhere may affecl 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.) 1.5.9 If the services covered by this Agreement have not been completed within Twelve ( 12 ) 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 Paragraph 1.5 .2. t e tered into as of e day and year first written above. Mayor Lan;y Sconyers _"d_'and"'k~ vktit ~ Insert C: Attest: ~ ~ f Clerk Erskin P Rhoades AlA Owner (Prinled /lame and Iii/e) {~ 5'1"18 q AlA DOCUMENT B141-STANDARD FORM AGREEMENT - 1997 EOITION.. AlA - COPYRIGHT 1997 -11IE AMERICAN INSTITU1E OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator legal prosecution. This document was electronically produced with pennission of the AlA and can be reproduced without violation until the date of expiration as noted below. Electronic Format B 141-1997 User Document: AE-CONTRACT.DOC -- 9/22/1998. AlA License Number 109910, which expires on 7/31/1999 -- Page #10 . r" 1.1.5 1.2.3.8 1.2.3.9 1.3.1.1 1 .3.9.2.1 1.3.9.2.3 1.5.8 SPECIAL STIPULATIONS Add: The Architect will make on-site inspections of the project, not less than at weekly intervals, as part of the Basic Services during the Construction Phase. The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons performing portions of the work; provided, however, nothing herein shall be construed as relieving the Architect from responsibility or liability for such acts or omissions as would be revealed or discovered in an on-site inspection, as provide herein, performed in accordance with exercise of reasonable and ordinary care. Architect shall provide as part of the Basic Services two (2) sets of "Record Drawings" indicating significant changes to the project. Architect, as part of the Basic Services agrees to provide professional liability insurance with limits of at least One Million ($1,000,000.00) dollars. Architect shall provide as a part of the Basic Services estimates of construction costs in sufficient detail to reasonably advise the Owner of the status of the project in relation to the budget for same. Any other authorized travel shall be reimbursed to the Architect at their actual costs, with mileage to be charged at the rate of 25 cents per mile. Architect shall furnish detailed accounting of all such expenses. Add: "except costs wich are offset from non-refundable portion of plan deposits paid by General and Sub-contractors." This Agreement is intended by the Parties to, and does, supersede any and all provisions of the Georgia Prompt Pay Act, O.c.G.A. Section 13-11-1, et seq. In the event any provisions of this Agreement is inconsistent with any provision of the Prompt Pay Act, the provision of this Agreement shall control.