HomeMy WebLinkAboutVirgo Gambill Architects (2)
Augusta Richmond GA
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T H E A M E R I C A N
INSTITUTE
o F'
:A R C H \ TEe T S
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AlA Document, B141
Sta'ndardForm' of Agre'ementBetween
Owner 'and Architect
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.
j'GREEMENT
made asof the Sixth (6th) day of M:l.y
Nineteen Hundred and Ninety-seven (1997).
in the year of
BETWEEN the Owner:
Augusta-Richmond County
Municipal Building
Greene Street
Augusta, Georgia 30901
(Name and address),
and the Architect:.
~~gn~a~~1~t venture of
I
v Virgo Gambill Architects
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1168 Broad Street "
Augusta, Georgia 30901
Markey and Associates, Inc.
4253 EdgewaterCt. NW
Kennesaw, Georgia 30144
For the .following Project:
(Include detailed description (if Project, location, address' and scope.)
The project titled "Augusta-Richmond County Indoor Aquati~s c~nter".is locat~d
on a 10.0'acre tract of land located on Damascus Road near WrIghtsboro Road In
Augusta Georgia. Project scope includes a 461,000 squaFerDobtsstFuctuEe,
hOusing' a 50 meter x 25 yard competition pool, a diving well', or in~tructIonal
pool, seating for 1,000 spectators;'various locke: rooms, weIght/fItness rooms,
meeting rooms, a_concession area, and other assocIated spaces. The budget for
the project is $3.6' million.
The Owner and Architect agree as set forth below.
Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 19()3, J 966, 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 AlA violates the copyright laws of the United States and will be
subject to legal proseclltion, ' .
AlA DOCUMENT 8141 . OWNER.ARCHITECT AGREEMENT. FOURTEENTH EDITION. AlA'" . @1987
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',
'8141-1987 1
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TERMS AND CONDITIONS OF AGREEM.ENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S S,ERVICES
1.1.1 The Architect's services consist of those services per-
formed by the Architect, Architect's employees and Architect's
consultants as enumerated in Articles 2 and 3 of this Agreement
and.any other services included in Ar~icle 12, '
1.1.~' The Archite~t's services shall be performed' a,s expedi-
tiously as is consistent with professional skill" and care and the
,orderly progress of the Work, Upon request of the'Owner, the
Architect shall submit for the Owner:sapproval a schedule for
the lperformance of the Architect's services which ma)', be
:adjusted as the Project proceeds, and shall include allowances
>for periods, of time required for the Owner's review and,for
.,\pproval of submissions by authorities having jurisdiction over
\the Project. Time limits established by this schedule approi'ed
'by the Owner shall not, except for reasonable cause, be exceeded
Iby :the Architect or Owner.
1..~,.3 The services covered by this Agr~ement are subject: to
,the ,time ,limitations contained in Subparagraph 11.5.1,
ARTICLE 2
SCOP,EOF, ARCHITECT'S BASIC SERVICES
2.1 . DEFINITION
2. L1 The .Architect's;Basic Services consist of those described
in Paragraphs 2,2 thrOl,!gh,2:6:and any other servicesidelitified
in Article 12 as part ofiBasic SeIWices, and include normal struc-
tural, mechanical and electtical engineefing services:,'
2.2 SCHEMATIC DESIGN :PHASE .
, .
2.2.1 The Architect shallreMiew the progran'1' rufnished by'the
Owner to ascertain the requirements of ;the' Project, and shall
arri:,e at a mutuaJ'understanding,of such requireme11ts with the
Owner. "
2.2.2 'The Architect shall provide a preJiminaryevaluation of
the Owner's program, schedule and construction budget
requirements, each in terms of the other, subject to the ./imita-
tions set forth in Subparagraph 5.2,1,
2.2.3 The' Architect" shall review with the Owner alternative
approaches to designa,nd construction of the Project. -
2.2.4 Based on the mlltually agreed-upon program, schedule,
a,nd c()nstruction budget requirements, the A~d1itect shall
prepare,. for approval by' ti1e Owner, Schematic Design' Docu.
ments consisting of drawings am.! other documents illustrating
the scale and relationship of Project componeI,1ts. .
2.2.5 The Architect shaH submit to the Owner a 'preliminary
estimate of Construction Cost based on current area', volume 'or
othel' unit costs, .' .
2.3 DESIGN DEVEL,OPMf;NT PHASE
2.3,1 Based On the approved Schematic Design [)ocuments.
and any adjustments authorized by the Owner in the program,
schedule or construction budget, the Architect sh;ill prepare,
for approval by the Owner, Design Development Documents
consisting of drawings and other documents to fix and describe
the size and character of the Project as to architectural, struc-
tural, mechanical andelectrical.,systems, materials ;md such
other elements as,may be appropriate,
2.3.2 The Architect shall adyise the Owner of any adjustments
to the preliminary estim;ite 'of Construction Cost.
2.4 CONSTRUCTION DOCUMENTS PHASE
,
2.4.1 Based on the approved Design, Development Docu-
ments and any furtheradjustmei1t~;'in the scope or quality of
the Project or fn the construction b,udget authorized by the
Owner, the Architect shall prepare; for approval by the Owner,
Construction Documents consisting of Drawings and Specifica-
tions setting forth ir'( detail the requiry!1)erits for the construc-
tion of the Project,
2.4.2 The Architect shall assist the Owner in the preparation of
the necessary bidding information, bidding forms, the Condi-
tions of the Contract, and the form of Agreement between the
Owner and Contractor.
2.4.3 The Architect shall advise the O~ner of any adjustments
to' previous preliminary estimates of Construction Cost indi-
cated by changesin requirements or general market conditions,
2:4.4 The Architect 'shall aSsist:tlie-Owlkr in connection~with
the Owner's' res'ponsibilit)' for' filing documents' required for
the approval of governmental-authorities having, jurisdiction
over the Project.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The Architect, following the O\vner's approval of the
'Construction Documents ;md of the latest preliminary estimate
of Construction Cost, shall assist the Owner in':obtaining bids
or negotiated proposals and assist in, awarding and preparing
contracts for' construction,
2.6 CONSTRUCTION PHASE-ADMINISTRATION
OF THE CONSTRUCTION CONTRACT
'2.6.1 The Architect'srespol1s,ibility to provide Basic Services
for the Construction)~hase uncler this Agreement cOl111nences
with the ;l\varcl o(the Contract for Construction :mcl termi-
nates at the 'e;trlier of the issLtanc,e to the Owner of the final
,Certificate for Payment or 60 clays after the date of Substan-
tial Completion of the; Work,
2.6;2 The Architect shall provide administration of the Con-
tract for Construction as set forth below and, in the edition of
AIA'Document A20 I, General Conditions of the Contract for
Construction, current as of the date ofthis Agreement, unless
otherwise provided in this Agreement;
2.6.3 Duties, responsibilities and IimItations of authority of the
Architect shall not be restricted, modified or extended without
written agreement of the Owner ancl Architect with consent of
the Contractor, which. consent shall not be unreasonably
withheld,
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,AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT' FOURTEENTH EDITION · AlAI!> . @1987
, 'HIE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W" WASHINGTON, D,C. 20006.
B141-1987 2
WARNING: Unlicensed photocop)/Ing violates U.s. copyright laws and is subject to legal pros';Culion. '
2.6.4 The Architect shall be a representative of and shall advise
and consult with the Owner (1) during construction until final
payment to the Contractor is due, and (2) as an Additional Ser-
vice at the Owner's direction from time to time during the cor-
rection period described in the Contract for Construction, The
Architect shall have authority to act on behalf of the Owner
only to the extent provided in this' Agreement unless otherwise
modified by written instrument.
2.6.5 The Architect shall visit the site at intervals appropriate
to the stage of construction or as otherwise agreed by'the
Owner and Architect in writing to become generally familiar
with the progress and quality of the ,Work completed and to
determine in general if the Work is being performed in a man:
ner indicating that the Work when completed will be in accor,-
dance with the Contract Documents, However, the Architect
shall not be required to make exhaustive or continuous on-site
inspections to check the quality or quantity of the Work, On
the basis of on-site observations as an architect, the' Architect
shall keep the Owner informed of the progress and quality of
the Work, and shall endeavor to guard. the Owner against
defects and deficiencies in the Work, (i\.1ore extensive 'site
representation may be agreed to as an Add~tionai Service, 'as
described in Paragraph 3,2.) , .
2.6.6 The Architect shall not have control over,or charge of
and shall not be responsible for con?tructipn means, methods,
techniques, sequences or procedures, or for safety precautions
and programs in connection with the Work, since these are
solely the Contractor's responsibility wider the Contract for
Construction, The Architect shall not he responsible for the
Contractor's schedules or failure to carry out the Work in accor-
dance with the Contract Documents, The A rchite,' ch.,11 "nt
h''''e r'nrtrnl -;>"er "r d:nq~!'i.' -;;of ~("C nr om;~~;')I:l~' of the Cn'ltr"('
).,.. . tQl"JI-.\ibCOl'ltmctoFG, gr tl:wir 'lgel'ltE or emplo,'eeE, or gf an::
Qth~r rprlo::"n~.r,:>.rfnrm;n3 rnrtinnc flr thp \Ylnr....
2.6.7 The Architect shall at all times have access to the Work
wherever it is in preparation or progress,
2.6.8 Except as may otherwise be provided in the Contract
Documents or when direct communications have been spe-
cially authorized, the Owner and Contractor shall communicate
through the Architect. Communications by and with the Archi-
tect's consultants shall be through. the Architect.
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2.6.9 B;lsed on the Architect's ~9R&evaluations of
the Contractor's Applications for Payment.. the Architect shall
review and certify the amounts du-e the,C~J11tractor.
2.6.10 The Architect's 'certification for payment shall constk
)e;.. ~.ute a resentation to the Owner', b. '.ased.on the Architect's
at the site as provided in Subparagraph 2,6.5 and
on the data comprising the Contractor's' AppliCatiol,1 for Pay-
ment, that the Work has progressed to the point indicated ;md
that; to the best of the Architect's knowledge, information and
belief, quality of the Work is in accordance with the Contract
Documents, The foregoing representation? are subject to an
evaluation of the Work Jor conformance with the Contract
Documents upon Substantial Completion, to results of subse-
quent tests and inspections, to minor deviations from the Con-
tract Documents correctable prior to completion and to spe-
cific qualifications expressed by the Architect. The issuance of a
Certificate for Payment shall fllCther constitute a representation
that the Contractor is entitled to payment in the an10unt certi~
fied, However, the issuance of a Certificate for Payment shall
not be a representation that ,the 'Architect has (1) made exha~ls-
tive or continuous on-site inspections to check the, quality or'
3 8141-1987
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quantity of the Work, (2) reviewed construction means, meth-
ods, techniques, sequences or procedures, (3) reviewea copies
of requisitions received from Subcontractors and material sup-
pliers and other data' requested by the Owner to substantiate
the Contractor's right to payment or (4) ascertained how or for
what purpose the Contractor has used money previously paid
on account of the Contract Sum: except as provided
subnaraoraph '2.6'.5 and 2,.6.6.
2.6. f1 The' Architect shall have authority to reject Work which
does not conform to the Contract Documents, Whenever the
Architect considers it necessary or advisable for implementa-
tion of the intent of the Contract Documents, the Architect will
have authority to require additioI1al inspection or testing of the
Work in accordance with the provisions of the Contract Docu-
ments, whether or not such Work is fabricated, installed ,or
complet~d, However; neit~er this authority of the Architect I10r
a decision made in good faith either to exercise or not to 'exer-
cise such' authbrity shall give rise to a duty or responsibility of
the Architect to the Contractor, Subcontractors, material and
equipment suppliers, 'their agents or employees or other per-
sons performing portions: of the Work,
2.6.12 The Architect shall review and approve or take other
appropriate action' upon Contractor's submittals such as Shop
Drawings, Product Data and Samples, but only for the limited
purpose of checking for conformance with information given
and the design Cl)l1Cept expressed in the Contract Documents,
The Architect's action shall be, taken with such reasonable
promptness as to cause no delay in the Work or in the con-
struction of the Owner or of separate contractors, while allow-
ing sufficient time in the Architect's professional judgment to
permit adequate review, Review of such submittals is not con-
ducted for, tJ:1e purpose of determining the accuracy and com-
pleteness of other details such as dimensions and quantities or
for substantiating instructions for installation or performance of
equipment or systems designed by the Contractor, aB of which
remain the responsibility of the Contractor to the extent
required by the Contract Documents, The Architect's review
shall not constitute ,approval of safety precautions or, unless
otherwise specifically stated by the Architect, of s:onstruction
means, methods, techniques, sequences or procedures, The
Architect's approval of a' specific item shaB not indicate
approval of an assembly of which the item is a component,
When professional certification of performance char'acteristics
of materials, systems or equipment is required by the Contract
Documents, the Architect shall be entitled to rely upon such
, certification to establish that the materials, systems or' equip-
ment will meet the performance criteria required by tl'}e Con-
tract Documents,
in
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2.6.13 The Architect shall prepare Change' Orders and Con-
struction Change Directives, with supporting documentation
and data, if deemed necessary by the Architect as provided in
Subparagraphs 3,1.1 and3,3,3, for the Owner's approval and
execution in accordance With the Contract Documents, and
may authorize minor changes in the Work not involving an
adjustment in the Contract Sum or an'extension of the Contract
Time which arenot inconsistern with the intent of the Contract
Documents, ' ., ,
2.6.14 The Architect shall conduct inspections to determine
the date or dates of Substantial Completion and the date of final
completion, shall receive and forward to the Ow'ner for the
Owner's review and"records written warranties and related
documents required, by the Contract Documents and assem-
bled by the Contractor, and shall issue a final Certificate for Pay-
ment upon compliance with the requirements of the Contract
Documents,
AlA DOCUMENT 8141 - OWNER,ARCHITECT AGREEMENT- FOURTEENTHEDlTION - AIA~ - @1987
THE AMERICAN-INSTITUTE OF ARCHITECTS, 1735,NEW YORK AVENUE, N,W" WASHINGTON, D,C. 20006
G: Unl!censed ph~tocopyin!.i violates U,S, copyright.laws and is subject to ,legal prosecution,
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2.6.15 - Tlie Architect shall interpret and decide matters con-
cerning performance of the Owner and Contractor under the
requirements of the Contract Documents 0,0 written request of
either the Owner or Contractor, The Architect's ,response to
such requests shall be made with' reasonable prorhprness and'
within any time limits agreed upon,- ' -
2.6.16 Interpretations and decisions of the- Architect shali be
consistent with the intent of and reasonably inferabie from the
Contract Documents and shall be in writing or,inthe form of'
drawings, ,When making such interpretations and initial.deci-
sions, the A!chitect shall endeavor AO s~cure faithful perfor-
m:mce bypoth Owner and Contractor, shall not show partiality
to either, and shall 'not be liable for results ofinterpretations or
decisions so ,rendered in good faith, '
2.6.17 ThE Architect's dedsi~ns on matters r~lating to aesthe-
tic effect shall be final if consistent with the il1'tent expressed in
the Contract Documents.. ,
2.6.18 The Architect shall render written decisions within a
reasonable time on all claims, disputes or either matters in qucs-
tion between the Owner :md Contractor relating to the execu-
tion 'or progress of the Work as provided in' the 'Contract
DocufT]ents, - ' : '
2.6.19 The Architect's decisions on claims, ,disputes or Oli1er
matters, including those in question between the Owner ,and
Contractor, except. for those relating to aesthetic: effect as Pro:
vided in Subparagraph 2,6,17~ <1,,,11 hr. <lIhjf'rt tn-;rhitr-ltinn ""<'
pro~'iGteGLiN. (hit"' Agr~ement r]nQ tn thp rtlntr<"lrt r:nri"niPnt~
ARTICLE 3
"
ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are nOt included
in Basic Services unless so identifiect'in Article 12, and they shall
be paid for by the Owner as provided in -this Agreement, in
addition to the compensation for Basic Services, Tlie,servj!=es
described under Paragraphs 3,2 and 3.4 shall only be provided
if authorized 'or confirmed in writing by the Owner, If ser\iices
described ui1Cler Contingent Additional Services in Paragraph
3,3 are required due to circumstances beyond the Architect's'
control, the Ar~hitect shall ,notify the ,Owner prior to COI11-
mei1dng'such services, If the Owner deems that Stlc!1scryices
described under Paragraph 3.3 are not reqLlired, the Owner
shall give prompt written notice to the Architect, If the 'O\~'rier
indicatesii1 writing'that all or part of such Contingent Acldi~
tibna! Services are not required, the"Archit~ctshall nav~ no obli-
gation to provide those services,
3.2 PROJECT REPRESENTATION 'BEYOND BASIC
SERVIC!=S
3.2.1 If more extensivc representation at the: ;site', than is-
described in Subparagraph 2,6,5 is required, the Architect shall ,
provide one -Of more Project Representatives tei assist-in"c:lrf};-
ing out such' additional on-site responsibilities, - .: "
3.2.2 Project Representatives shall be selected, employedanct' '
directed by the Architect, and the Architect shall be compen- .
sated therefor as agreed by the Owner and Architect>TI1c -,
duties, responsibilities and limitations of authority' oLProjecl.:'
Representatives shall' be as described' in the editioil':'of AlA '
Document 8352 current as of the date of this Agreement:,:unless
otherwise agreed,
....
3.2.3 Through the' observations by ,such, Project Represen-
tatives, the Architect shall endeavor to provide fu/ther protec-
tion for the Owner;,against defects and deficiencies in the Work,
but the furnishing of, such project'" representation shall' 'not
modify the' rights, resp'onsibilities or obligations of the Architect
as described' elsewhere il1 this Agreement, '
3.3 'CONTINGENT ADDITIONAL SERVICES
3.3.1 Making' revisions iI1 Drawings, Specifications or other
documents when such revisions: are:
.1 in-consisteniwith approvals' or instructions previously
given by tile Owner, including revisions made neces-
sary by'adjustments in the Owner's,program or Proj-
ect budget; , -
.2 required by the enactment or,revision of codes, laws
or regulations subsequent to the preparation of such
doculTients; or
.3 due to changes reqi.tired as a result of the Owner's fail-
ure to render decisions in a timely manner.
3.3.2 Providing services reqLiired' because of significant
changes in the Project including, but -not limited to, size, qual-
ity, complexity, the Owner's schedule, or the method of bid-
ding or negotiating :1I1d contracting for construction, except for
services required ul!der Subparagraph 5,2,5': '
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3.3,.3 Preparing Drawings, Specifications and other documen-
tation and supporting data, evaluating Contractor's proposals,
and providing ,other seryices_ in connection with Change
Orders and Construction Change Directives,
3.3.4 ,I~roviding services in, connection ,with evaluating,substi-
tutions proposed by the Contractor and making subsequent
revisions to Dr:iwings, Specifications and other documentation
resulting therefrom,
3.3.5 Providing consult:ttion concerning replacement of Work
d:m1aged by fire or other cause during construction, and fur:
nishing services 'reqtiired in connection ,with the replacement
of such \1(lork, '.' ' '
3.3.6 Providing services mac!e necessary by the default of the
Contractor, by major defects or deficiencies in the Work of the
COl1lractor, or by failure ,of pefformance of either the Owner or
J~ CQl1p~r'.under the Contract for Construction: sse sp:c:ial
st1 t1al. ,. .
3.3.7 Providing services in evaluating an extensive nurnber of
claims submitted by" the C,ontracteir or others in' connection
with the Work,
3.3.8 'providing services in c9nnection with a public hearing,
arbitration proceeding or legal proceeding except where the
Archi'tecI is party thereto, .
3.3.9, Preparing docuri1ents for alt~rnate, separate or sequential
bids or providing services,in connection with bidding, negotia-
-tion. or construction prior to. the completion of the Construc-
tion pocuments Phase, sse, SfECi~ stipilatim. .)\<1
3.4 OPTIONAL ADDITIONAL SERVICES :
. 3.4.1 ,Providing analyses of the. Owner's needs' and program-
ming the requirep1ents of the Project,,:.
3;4,~ Pr!":)\iidingfin:incial feasibd,ity'br other sj)ecial :studies,
3.4.3 Providing planning surveys, site evaluations or com-
parative studies of prospective sites:
AlA DOCUMENT 8141. OWNER.ARCHITECT AGREEMENT-FOURTEENTH EDITION - AlA"". @'1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W,. WASHINGTON; D,C. 20006
8141-1987 4
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WARNING: Unlicensed pho,tocopylng violates U,S. copyright laws and is subject to legal prosecution..
4.6 The,Owner shall furnish the services of geotechnical engi-
neers when such services are requested by the Architect. Such
services may include but are not limited to test borings, test
pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials,ground corrosion and res is-
3.4.16 Preparing a set of reproducible record drawings show- tivity tests, including necessary operations for anticipating sub-
ing significmt changes in the Work made during construction \ soil conditions, with reports and appropriate professional
based on marked-up prints, drawings and othe;r data f1Irnishe<;l oJ"" recommendations,'
bv the Contractor to the Architect. fre SfEC1al stlp.ll.atlrn. 4 61Th 0 h II f 'h th' , f h I
' .. e, wner s a urnlS e services 0 ot er consu-
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,
3.4.18 Providing services after issuance to the Owner of the
final Certificate for Payment, or in the absence of a final Cer-
tificatefor Payment, more than 60 days after the date of Sub-
stantial Completion of the Work,
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AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT. FOURTEENTH EDITION. AlAi!) . @1987
THE AMERICAN INSZ~UTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W" WASHINGTON, D,C. 20006
W~~NING: Unlicense~ ~tiotocoPvingIiIOla,.s. copyright laws and is subject to legal prosecution. ' '
3.4.4 Providing: special surveys, environmental studies and
submissions required for approvals of governmental authorities
or others having jurisdiction over the Project.
3.4.5 Providing services relative to future facilities, systems
and equipment,
3.4.6 Providing services to investigate existing conditions or
facilities or to make measured drav.'ings. thereof.
3.4.7 Providing services to verify the accuracy of drawings or
other information furnished by the O,wner. . '
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3.4.8 Providing coordination of co~?truction performed by
separate contractors or by the Owner's own forces and coordi-
nation of servi~es required in conne,stioo_ with construction
perforf!1ed and equipment supplied by the,Owner,
3.4.9 Providing services in connection with the work of a con-
struction manager or separate consultants ret;'iined by the
Owner,
.)~
3.4.10 Providing detailed estimates of Construction Cost,
S:e . al' st' p.ll.atim.
3.4.11 Provi~aaaiTiJ quantity survey,s or inventories of
material, equipment and labor.
3.4.12 Providing analyses of owning and operating ~osts:
3.4.13 Providing interior design and' other similar services
required for or in 'connection with the selectio[1, procuren1ent
or installation of furniture, furnishings' and related equipment,
3.4.14 Providing services for planning tenant or rental spaces,
3.4.15 Making investigations', inventories of materials or equip-
ment, or valuations :md detailed appraisals of existing facilities,
3.4.19 Providing services of consultants for other than archi-
tectural, structural, mechanical and electrical engineering por-
tions of the Project J;Jrovided as a part of Basic Services,S:e
Jvoca:.ial stiollatlrn.
3.4.20 Providing any other serviees not otherwise included in
this Agreement or not. customarily furnished in accordance
with gener:iIly accepted architectural praotice,
"I ~..
, ARTICLE 4
OWNER'S, RESPONSIBILITIES
4.1 The Owner shall provide full information regarding
requirements for the Project, including a program which shall
set forth the,Owner's objectives, schedule, constraints and cri-
,teria, including space requirements and relationsh,ips, fleXi-
bility, expandability, special equipment, ~ystems, and site
requirements,
5
B141.1987
4.2 The Owner shall establish and update an overall budget for
the Project, including the Construction Cost, the Owner's other
costs and reasonable contingen'cies related to all of these costs,
4.3 if reque~ted Q)' the Architect, the Owner shall furnish evi-
dence that financial arrarige,ments have been made to fulfill the
Owner's obligations under this Agreement,
4.4 The Owner shall designate a 'representative authorized to
'act on the' Owner's behalf with respect to the Project. The
Owner or such authorizecl representative shall render decisions
in a timely manner pertaining to documents submitted by the
Architect in order to avoid unreasonable delay in the orderly
and sequential progress of the Architect's services,
4.5 The Owner shall 'furnish, surveys describing physical
characteristics, legal limitations and utility locations for the site
of the Project, and a written legal description of the site, The
surveys and legal information shall include, as applicable,
, grades and lines of streets, alleys, pavements and adjoining
property and structures; adjacent drainage; rights-of-way,
restrictions, easements, encroachments, zoning, deed restric-
tions, boundaries and contours of the site; locations, dimen-
sions and necessary data pertaining to existing buildings, other
improvements and trees; and information concerning available
utility services and lines, both public and private, above and
below grade, including invefts and depths, All the information
on the survey shall be referenced to a project benchmark,
4.7 The Owner shall furnish structural, mechanical, chemical,
air and water pollution tests, tests for hazardous materials, and
other laboratory and environmental tests, inspections and
reports required by law or the Contract Documents, '
4.8 The Owner shall furnish all legal, accounting and insl.JfanCe
counseling services as may be necessary 'at any time for the
Project, including auditing services the Owner may require to
verify the Contractor's Applications for Payment or to ascertain
how or for what purposes the Contractor has used the moriey
paid by or on behalf of the Owner.
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,
4.10 Prompt writter notice shall be given by the Owner to the
Architect if the Owner becomes aware of any fault or defect in
, the Project or nonconformance with the Contract Documents,
4.11 The proposed language of certificates or certifications
requested of the Architect or Architecfs consultants shall be
submitted to the Architect for review and approval at least 14
days prior to execution, The Owner shall not request certifica-
tions,that would require knowledge or services beyond the
scope of this Agreement, '
~
ARTICLE 5
CONSTRUCTION COST
5.1
DEFINITION
5.1.1 The Construction Cost shall be the total cost or esti-
mated cost to the Owner of all elements of the Project designed
or specified by the Architect. '
5.1.2 The Construction Cost shall include the 'cost at current
market rates oilabor and mat<::rials furnished by the Owner and
equipment designed, specified, selected or specially provided
for by the Architect, plus a reasonable allowance for the Con-
tractor's overhead and profit. In addition, a reasonable allow-
ance' for 'contingencies shall be included for market conditions
at the time of bidding a~d fo~ changes in the Work during
construction, ' .
"
5.1.3 Construction Cost does not include, the compensation of
'the Architect and Architect's consuliants, the costs of the land,
rights-of-way, financing or oth'ef costs' which are the resp'on-
sibility of the Owner as provided in Article 4,
5.2 RESPONSIBILITY FOR,CONSTRUCTION'COST
, ,
, ' ,
5.~.1 Evaluations of the Owner's Project budget, Rreliminary
estimates of Construction Cost and de,tailed estiniates of Con.
structlon Cost, if any, prepared by the,A'rchitect, represent the
Architect's best judgment as a design professional familiar 'with
the construction industry, It is recognized, hO\~ever,-that nei-
ther the Architect nor the Owner has control over the cost of
labor, materials or equipment, over the Contractor's methods
of determining bid prices, or over competitive 'bidding, market
or negotiating conditions, Accordingly,the Architect cannot
and does not warrant or represent that bids or negotiated prices
,will not'vary from the Owner's Project budget' or from any
estimate of Construction Cost or evaluation prepared or agreed
to by the Architect.
5.2.21'l0 fixed limit of Cpnstruction Cost shall be established
as a conoitionofthis Agreement by the furnishing, proposal or
establis..hmel1tof a Project budget, unless such, fixed limit has
been agre~dup6n in writing and signed by the p;irtie~ hereto: If
such a fixed)imit 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 iri
the scope of the Project and to include in the Contract Docu-
ments alternate bids to adjust the Construction Cost to the fixed
limit. Fixed limits, if any, shall be increased in the amount of an
increase in the Contract S~lIi1 occurring after execution of the
Contract for Construction,
5.2.3 If the Bidding or Negotiation Phase has not com'inenced
within 90 days after the Architect submits the Construction
Documents to the Owner, any Project.budget or fixed,'limit-of
Construction Cost shall be adjusted to reflect changes '1n. tp~
generiIlevel of prices in the construction industry between the
date of submission of the Construction Docum~nts to the
Owner and the date'on which proposals ,are sought, ~
5.2.4 Ifa fixed limit, of Construction Cost (adjusted as pro-
vided in Subparagraph '5,2,3) is exceeded by the, lowest bo!}a'
fide bid or negotiated proposal, the Owner shall: '
.1' give written approval of an increase,'in'suchfixeq
, limit; , --',
.2: 'authorize rebidding or renegotiating of the' Project
, within a reasonable time;
'.3 if the' Project, is abandoned, terlllinate' in accordance
'with Paragraph 8,3; or '
_. - "- - -
.4 cooperate in reyising the Project scope and quality as,
,ieqL~ireCl to (educe the Construc'tion Cost. ',"
5.2.5 If the Owilef chooses to proceed 'tll1.derClaLise 5,2.4,4;-
the Architect, withotIt ;fdditional ch;lrge, shall ti16dify the Con-~
tract Docun1ents as necessary to comply with the fixed limit, if
established as a condition 'onli'is-Agreement, The modification
of Conwict Documents- sh'aff be' the limit of the Arch'itect's
responsibility arising out of the'establishrnent of a fixed limit.
The ArchitecU.ihall be entitl<;:d to comp<,;nsation in accordance
with this Agreement for all services performed whether or not, ',)<C-
the Constructi()l1 Pl1ase)~con:.mence.cI.3~ ~al stipllatirn.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS, "
SPECIFICATIONS AND OTHER DOCUMENTS,
6.1 The Drawings;. Specifications and other documents pre-
pared by the Architect for, this Project are instmments of the
Architect's service for use' solely with respect to this Project
and, unless otherwise provided, the Architect shall be deemed
the author of these 90cuments and shall retain all c9mmon la,w,
sptutory and other reserved rights, in,c1ueling the copyright.
The Owner,shall b~ permitted to retail1copies, including repro.
ducible copies, of the 'Architect's Drawings, Specifications an'd
other docume'nts forinformatioil and reference in conneCtion
with the Owner's use and occupancy o'f the Project. The Archi,
tect's Drawings, Specifications' or otl1er documents shall not be
used by the Owner or others on other' projects, for additions to
this Project odor completion'of this Projecl'by others, unless
the Architect is adjudged,to be in default under this Agreement,
except by agreement in writing and with appropriate compen-
sation to the Architect. .
6.2 Submission or distribution of documents to meet official
regulatory requiremerlts or for similar pUFPoses in connection
with the Project is not to be construed as, publication in deroga-
tion of the Architect's reserved rights,
ARTICLE 7-
ARBITRATION - '
~.1 Clain,~~, aiJt5utc.,~'O:l olL\,..l HlaLL'-l.., ~II '-1u~..,livll LI....lWC;C:ll dlt::
, /r"rtip" t() thi" Ag~-;:"'m"'t:lt ~ri~it:lg 91,,1t gf or r~latiRg to tRig ;'.gr€'€'
) ffleflt or erelld. tLe.cof 31,&1 b... ~uuj...d Lv dJlJ J""iJLJ uy dll.Ji-
,., (ration in ae€Orcl!ll'lee witH the COft~tructkil, fl.clct.'ltl r '\',bit'd'
tino Rill""," Af thE'> Arnprj('~n ArpiffJticR '\.EEoG:'iation cblrrently in
pffprt I1n)pl.;:l;:' thp r"lrtlP" .mutuAlly Agree ~t~ep:Fife.
7 2 D€FHaRG for arbitratioR shall be Hies ifl \i\ riting .... itf! the.
otRer 138ft) to tHi~ Agreefflel,t a1.c1 "itl. tLe A.......';(d.. A.LiLId'
~y ti()nA~fQchtiQt:l A d~FH',U,1g for ar8itratic3!4ghall b~ maGe witRiA
~. rf"~"()n~hlf" timp -:Jftpr'rhp rbim, rli"rlltP or. Qther mAtter in
q\:lestioA Rlffi llri~el., 1ft 1.5 Cvct.t .'lL.rlILL... d......""J [VI dl Lit'dLivll
he m~df" ~ftf"r thpo.rbtp whpn in"titl1tinn fir 11"8'11 nr P'1,lit;Jhlp
proeEediflgJ bXJca 6u ~u,-IJ ,-1~JJ, Ji"IJulL.- VI VdU...i llJdLLLl iJJ
q'le~tigt:l v'9'lIg b~ b~J'€)g by tR@ apr1iC:lIele SEBtl:ltes of IifflitllMOffi,
~ 7.3 Nv d,Lit,,!tivll dIi~lll1S VUL V[ VI Idadllg LV (lib Agrt:t:mem
sb~l incl'ld~, by cCJAggligation, joiAGer or ifl !1ft] otHer ffill:l..ner,
;u:l '\dditional fHlrWfl or @fltity Rot a jJ8rty to this t.green.eRt,
AlA DOCUMENT 9141 . OWNER-ARCHITECT AGREEMENT. FOURTEENTH EDITION . A1A~ . @1987 "
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW" WASHINGTON, D,C. 2.0006
B141-1987 6
WARNING: Unlicensed photocopying '!,I~llites U.S;copyrlght laws and Is subject to'legal prosecution.
, .
LAlLJJl Ly wl"itlLJ.J U..}l1:"1l.Jtl'l.lJlIL.d;II;II~ d. :"J}Jtlifh ,r-fr:,l-IU. III
--{his ;l.gr@@ffient signed by tAe OV;Aer, MCAiteet,afldaflY otHer
persoR or eRtity S01:lgRt to Be joiRed, COflseRtto ar13itration
invo!vinj? ~In ~(klitjnn~1 rf>r~()n Of pntity ,h~lI nnt _rnn,ritl1tP
con.seflt to ar13itratioR of af!) ehlim, c1i3~t1te 51 otRer I'r,J~W it.
'1ljdtidn flot de:!aibcd in t!.c ,dittel. (Ou,Kul'Ch >V it!. J P('~v..
~.l-> or eRtity Rot Rilffied or descri13~d tkereiR, T\:1e foregoingagre,e
IIICut tc) J.dJ~llat(. A1IJ V lL\... 1 a51:"\...lJl\...utJ tv dlL';llah.. willi all
lId9itioRal perseR or eRtity dl:ll) e6!'13e1,ted to b) t!.e palik:! to
ll~i,., AlSu...LII.IL"lIl ~lldll Ll.. .:)!--,u....ifiLdlly LllfvlI....c:dLlc ill dLLUIJ~ILC.
"Fitl:! "pplicabl'i:,h9' il'l flf.l~' comt RflHiHg jufis9iction tn@r@of,
7 4' TJ:l@ award rend@r@d by tRe arbitrator or arbitf8tsrs 5h91.1 be
, -;", -ly HAlII, lIRd judgmeRt Rll1) b~ emereal:l!",oR'it iflll~t(')l.c1~I..:::E ,~ it!.
.lIpplicab leJuy,: iA .an r_eOl:lrLhll:.jRg~jl:lf.j5dietion~there6f,
ARTICLE 8
.. TER~iNATION, SUSPENSION OR ABANDONMENT
'8.1 This Agreement may be terminated by either party upon
not less than seven days' written notice should the other party
fail substantially to perform in accordancewiththt: term~.ofthis
Agre~ment through no fault of the party initiating the, temlination,
8.2 If the Project is suspended by the Owt\ei for more than 30
consecuti\~e days, the Architect shall be compensated for ser:
vices performed prior to notice of such suspension, Whei1,the
Project is resumed, the Architect's com'pensatiori-shall be ccjui-
tably adjusted to, provide for expenses incurred in thdnterri.lp-
tion and resumption of the Architect's services"
8.3 This Agreement may be terminated by the Owner upon
not less than seven days' written notice to the ArchiteCt in the
event that the Projectispermanently abandoned, If the Project
is abandoned by the Owner for more than 90 consecutive days,
the Architect may t~rminate this Agreement by giving written
notice,
8.4 Failure of the Oyvner to make payments to the Architect in
accordance with this' Agreemelit shall be considered substantial
nonperformance and cause for termination,
8.5 If the Owner fails to make payment when due the Archi-
tect for services and expenses, the Architect may, upon seven
davs' written notice to the Owner, suspend performance of ser-
vi~es ,under this Agreement. Unless payment in full is received
by ~heArchitect within seven days of the date of the notice, the
suspension shall take effect without further notice, In the event
of,a suspension of services, the Architect shall have no Iiabilit):
t6 the Owner for ~lela); or damage caused 'the Ovmer becaliSe
6f, su~h suspensibh<?f seniices, '
8.6, 'In' the event of termination not the. fault of the Architect,
'the Architect shal1.be compensated for services performed.prior
to termination,.together with Reimbursable Expenses then due
and all Termination Expenses as defined in Paragraph 8,7,
8,7, Termination Expenses are in addition .to compensation for
Basic and Additional Services, and include expenses which are
directly attributable to termination, Termination. Expenses shall
be computed as a percentage of the total compensation for
BasiC Services and Adc!itional Services earned to the time of ter.
minatioll', .as follows:
d.. _ '.. :z..,.....
.1 Tw'enty percent of the total compensation for Basic
and Addition;il Services earned to:date,if termination
occurs.beJore or during the predesign, site analysis, or
SGhematic -Design Phases; or
.2 Ten percent of the total compensation for Basic and
Additional Services earned to date if termination
occurs during the Design Development Phase; or
.3 Five percent of the total compensation for Basic and
Additional Services earned to date if termination
occurs during any subsequent phase,
ARTICLE 9
MISCELLANEOUS ,PROVISIONS
9.1 Unless otherwise'provided, this Agreement shall be gov-
erned by tl').e law of the principal place of business of the
Architect. .'-
, '
9.2 Term~ in this Ag~~~nientshall l1ave the same meaning as
those in AI'A'Document A20 I: General Conditions of the Con-
tract for Construction; current as,of the date of this Agreement.
9.~ Causes of action.betw.ee=ri ;the parties 'to this Agreem'ent
pertaining t9' acts or failures:to act. shall be deemed to have
accrued and the' applicable statutes of limitations shall com-
mence to. run. nOt. later than either the date of Substal1iial Com-
pletion for acts or failures to act occurring prior to Substantial
Completion, or the date:of i.ssuance of the final Certificate for
Payment for acts or' failllres to act occurring after Substantial
Completion,' ,
9.4 The Owner' arid Architect waive all rights against each
other and agailist the, contractors, consultants, agents and
employees of the other for damages, but only to the extenl'COV-
ered by property insurance during construction, except such
rights as they may have to the proceeds of such insurance as set
forth in the edition of AlA Document A20 1, General Conditions
of the Contract for Construction, current as of the date of this.
Agreement.. The Owner and, Architect each shall require similar
waivers from their contractors, consultants and agents,
9.5 The O,vner and Architect, respectively, bind'the.nlselves,
their, partners, successors, assigns and legal representatives to
the other party to,this Agreement and to the partDers, succes-
sors, assigns and legal representatives 'of such other partY' with
respect to all covenants of this Agreement. Neither Owner nor
Architect shall assigrl this Agreement without the written con-
sent of the other.: '
9.6 This Agreement represents the entire and integrated agree-
ment bet\\'een the Owner and Architect and supersedes all
prior negotiations, representations or agreements, either ,writ-
ten or oral" .This Agreement may bG amended only by written
instrument sign~d by both Owner and Architect.
9.7 Nothing contained in this Agreement shall create a contrac-
tual relationship with of a cause of action in favor of a third
party against eitper the Owner or Architect.
9.8 Unless oth~rwise provided in this Agreement, the Arch'itect
and Architect's consultants shall have no responsibility for the
discovery, presenc~, handling,: removal or disposal of or expo-
sure of persons to hazardous.inater-ElIs in any form at the Project
~ site, including but ,not limited to asbestos,' asbeStos products,
polychlorinated biphenyl (PCB) or other. toxic substances,
9:9 The Architect shall have ~he right to include repre~enta-
tions of th~ de~ign of the Project, including photographs 'of the
exterior and interior, among the Architect's promotional and
professional ,materials, The Architect's materials. sl1all not
f~.' include th~,O~vner:s'.confidential qr proprietary."inform.ation if
the Owner haspreyiously advised the Architect' in writing of
7, 8141-1987:
'.' AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT. FOURTEENTH EDITION. AlA'" .@1987
THE t\MERICAN INSTH'UTE OFARCHITECTSi 1'735 NEW YORK AVENUE, N,W" WASHINGTON, D,C. 20006
WARNING: Unlicensed photocopying violates U.S. copyrighllaws and is subject to legal prosecution,
- .
.' :."
"
the specific information consIdered bithe Owner,to be confi"
dential or proprietary, The Owner shall provide professional
, credit for the Architect on the construction sign and in the pro-
motional materials for the Project.
ARTICLE 10
PAYMENTS TO THE ARCHITECT
10.1 DIRECT PERSONNEL EXPENSE
10.1.1 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 con-
tributions ".rnd benefits related thereto, such as employment
taxes and other statutory employee benefits, 'insurance, 'sick
leave, holidays, vacations, pensions and similar contributions
and benefits, ' ,
10.2 REIMBURSABLE EXPENSES
10.2.1 Reimbursable Expenses are in addition to compensa'
tion for Basic and Additional Services 'and include expenses
incurred by the Architect and Architect's employees and con-
, sultants in the interest of the Project, as identified in the follow:
ingClauses, ~ ,,)\..
10.2.1.1 Expense' of transportation in 'connection with the
Project; expenses in connection with authorized out-of-to\vn
trayel; long-distance communications; and fees paid for secur-
ing approval of authorities, having' jurisdiction, over the Project.
,See SDecial stioulation. ,)~ "
10.2.1.2 'Expense of reproauttions, postage and handling of
Drawings.. Specifications and otherdocume~1ts,_,',
10.2.1.3 If authorized in' :!dvance by the Owner, expense of
overtime work requiring higher than regular rates, '.,
10.2.1.4 Expense of renderings, models and mock-UI?S requested
by the Owner. ' ,
10.2.1.5 Expense of additional insurance coverage or limits,
including professional, liability insurance, requested by the
Owner in excess of. that normally carried by the Architect and
Architect's consultants, 8::e sp:cial stipllatim~ J<" ,
1 0.2.1.6,' Expense 'of computer-aided, 'design and 'drafting
equipment time when used in connection with the Project.
10.3. PAYMENTS ON ACCOUNT OF BASIC SERVICES
\ - . ~.
10.3.1 An initial payment as set forth in Paragraph 11,1 is the
minimum payrnent under this Agreement,
10.3.2 Subsequent payments' for Basic Services shall be made
monthly and; where applicable, shall be in proportion to ser-
vices performed within each phase of service, on the basis set
forth in Subparagraph 11,2,2, .
10.3.3 If and to the extent that the time initially established in
Subparagraph 11.5, I of this Agreement 'is exceeded or extended
through no fault of the Architect, compensation for any ser-
vices rendered during the additional period of time shall, be
computed in the inanner set forth in Subpaiagraph 1] ,3,2,
10.3.4 When compensation is based on a percentage of Con-
structiol1iCost and any pbriions of the Project are deleted or
otherwise not constructed; compdis:llion for those portions of
the Project shall be; payable to the extent services are, per-
fon11ed'on those portions, in' accordance with the schedule set
forth in Subparagraph I] ,2,2" based on (I) the lowest bona fide
bid or negotiated proposal, or (2) if no such bid or proposal is
received, the most recent preliminary estimate of Construction'
Cost or detailed estimate of Construction Cost for such por-
tions of the Project. '
10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL
SERVICES
10.4.1 Payments on account of; the Architect's Additional
Services and for Reimbursable Expenses shall be made monthly
upon presentation of.the Architect's siatenient of services ren-
dered or expen~e,s incurred, '
10.5 ,PAYMENTS WIT~HELD
J . . .'
10.5.1 No deductions shall be made ,from the Architect's com.
pensation on account of penalty, liqllidated 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 tile
Architect has been found to be liable,
10.6 ARCHITECT'S,ACCOUNTING RECORDS
10.6.1 Records of Rcimbursable Ex'pensesand expenses per-
taining to Additional Services and services performed 011 the
basis of a multiple of Direct Pei'sonncl Expense shall be avail-
able to the Owner or the Ov:'ner's 'authorized representative at
, mutually conveniei1t times, '
ARTICLE 11
BASIS OF COMPENSATIO~
The Owner shall compensate the ~rchitect as fejllows:.'
11.1 AN INITIAL PAYMENT of '. NIA . Dollars (5 NIA
: shall be made upon execution of this Agreeme~t and credited to' the Owner's account at final payment,
11.2 BASIC COMPENSATION '.
11.2.1 FOR BASIC SERVICES, as described in Article 2, 'ar:td any other services included in Aftic!e' 12 as part of Basic Services, Basic
Compensation sh~ll be compu,te~."~ ~?I!Ows:. ~;..,.,..,. , . ___, _ _ _ ' _~ _., _ _.~..., ~ ,.....,._. _"...
(/llsc:', b~,,')'iS oI c2.'.!.!pel.1:fi~-ltion,. .'!,l~l!':'i~lg .sti/Jl~!(!~e~/_ :'.'-U1llS, ."~!',~iP/!!.:'i (>! .PCJ.:~~~jJ~{!!J.~:"'_{!'~t../ jqC!n!iIX.p!)[~s.es. to ,Wb;~!1 Ptl11ifY/(lt'.pletb()(ls:oj.compensatioll ClfJPZl'. ~l-..
necessary. . _.' .' . _ '. .
~V~~ -~'S~~~.~ ~/1~.($216,~.OO)
AlA DOCUMENT 8141 . OWNER.ARCHITECT AGREEMENT' FOURTEENTH EDITION' AIA~ . @1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W" WASHINGTON, D,C, 20006
WARNING: Unlicensed photocClPying violate~ U,S. copyright laws and is subject to legal prosecution.
B141-1987 8
, "
11.2.2 Where compensation is based on,a stipulated. sum or percentage of Construction Cost, progress paymenls for Basic Services
in each phase shall total the following percentages of the total B:lsic Compensation payable:
(!llsert additional pbases as appropriate.)
Schematic Design Phase:
Design Development Phase:
Construction Documents Pluse:
Bidding or Negotiation Phase:
Constructil;m Phase:
Total Basic Compensation:
'!En
TIalty
Forty-Five
Five
'I\oa1ty
, peicent ( 10 %)
percent ( 20 %)
. percent ( A5 %)
, percent ( 5%)
percent ( 20%)
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: ' ,
WA
11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (I) Additional Project
Representation, as described in Paragraph 3:,;2, ,and (2) services included in Artis:le 12 as 'part of Basic Services, but excluding
services of consultants, compensation shall be computed as follows: "
'. -
(Inser/lJosis (!l C(J!}/jh'JlsafioJl, fllcllutin,!!. rales (lIul/ur multiplt's q{ Direct r'ers(jll1iell:~\1JeJlse lor FrillcifJots (Hid uni/}{oJ'ees. and idenftj)' fJrinet/Juts (Iud cl(lss~ry
elllpk~vees. ~/ required Id(,J//~l)' sjh'cUic serrices to u'bicb !Jarlicli/ar me/hods vf COlJl/)(!'!Sati(}l1 apply If l1UCeSS{l1Y,)
c::tn{:a'lsatim'slB11 t:e l:as2d m an h:urly.rate as follaYS:
Part:IEr
~te
Ardrl. te::t
Draftin;J
Clerical
100;hr
75;hr
65;hr
45;hr
25;hr
11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including adclitional structural, mechanical and electrical engineering
servfces and those provided under Subparagraph 3.4 ,19 or identified in Article 12 as part of Additional Services, a multiple of
Q'E JXlint Q'E ( 1.1 ) times the amounts billed to the Architect for such services,
(Idelllify specific types of cotlSullants 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 Q'E IDint Q'E , 1.1 ) times the expenses incurred by the Architect, the Architect's
employees and consultants in the interest of the Project.
11 ;5 ADDITIONAL PROVISIONS
~r-
11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within
( ) months of the date hereof, through no fault of the Architect, extension of the Architec.r'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 bB1ty 20 ) days from tpe date of the Architect's invoice,
.h~'19YRtg YI4Faig () clays aft@r tAe iAvoice c1ate SARli bear imer@st'at tHe rate eAtered below, or'
iR tHe al3st'JA€e tH@Feof at tH@ [@gal F1it@ pr@'lailiAg fr8FR tiFRE! to time at tA@ principal plac@ Gf bHsiA@ss ()f tH@ :\d'chit8ct.
(Imert rate of interest agreed upon.) :::ee . ~al stip.ll.atim.
\ - L'
(Usury laws and requirements under tbe Federal Trutb in Lending Act, similar state and local cotlSU/ner credit laws and otber regulations at tbe Owner's and Arcbi,
teCl's principal places of business, tbe location of tbe Project and elsewbere may affeet Ibe validity of tbis provision, Specific legal advice sbould be obtained witb
respect to dele/ions or modificali(J//s, and also regarding requirements sucb as written discJosures or waivers.) ,
9 8141.1987
AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT .,FOURTEENTH EDITION. AIA~ . @1987
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,
....-,
,;;
, ,
- 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
OT~ER CONDITIONS OR SERVICES
(Insert descriptions of other services, identify Additional Services included witbin Basic Compensation and modifications to tbe payment and compensation terms
included in tbis Agreement.)
12.1 :LCnJ <nstan::E ];h::rE ca.llS/faxes, am mi~ exp:n92S are in::1trl:rl in tie fre
Oltlin:rl'in ~ 11.2.1. ~ if in anjurctim with a site visit to
amt:l'Er GqU3.tic or project relatErl facility ~ ~ tie 00JIEr. .
12.2 R:pr'a:ltrtirns of 6 rets of Plans am sp:d.firntirns are in::1l.rl:rl in tie fre Oltlin:rl
in ~ 11.2.1. lld:litimal cx:pies, if any willl::e billed in ao.:nrOan:E with
~ 10.2.1.2.
12.3 B::urrllly amla.;Jal IEs::riptim of,tie 23.5 !ere tract am ~c SJrvey am
B::urrllly of 23.5 !ere in::1u:lin;r 10 !ere site. $13,cm.OO
12.4 Arbitratim is 1ErEby elirninatgj in its ffitirety. All clairrs, disp..rt:esam ot:lEr
natters in qlEStim l:eba:!n tie CMrer am tie Ard1ibrt. arisiLg.OJt of or relatiLg
to tie l>grealaIt,' or tie brEa::h t.lErrof, slBlll::e d3:::id:rl in tie 9Jferior Cb.1rt of
Richrm:l CWnty, GEorgia. 'llEArd1ibrt., ~ ~iLg this l>grealE!ll sp:cifiCBlly
c:x::ns:nts to "VE!1lE in Ridnr::rrl CWnty.am waives any right to a:ntest tie "VE!1lE in
t.l'E 9Jp:rior' O::urt of Richrm:l CWnty, GEorgia.
,All crnnunicatims to Ard1ibrt. slBll l::e di.re:::I:Erl to VirgJ G3nbill Ard1ita::ts, am
all crnnunirntirns to CMIEr f~ Ard1ibrt. slBll l::e c:Eem:rl to l::e fron am m l:BB1.:f
of VirgJ Gmbill Ard1it.a::ts. It is tie intmt of this l>gr~::ne:lL that VirgJ Carrbill
Ard1it.a::ts slBll l::e tie reprexnt:ati~. of tie Ard1ibrt. to Man CMrEr slBll direct
all crnnunirntirns am up:n wh:m CMIEr 0311 rely to l::e actiLg, cnl:BB1.:f of t.l'E
Ard1ibrt.. .
This Agreement entered into as of the day and year first written above.
7\1'TTT1L'Cm.
l'U .L!:0.L. '
ARCHITECT
~ \..,- ,(~ )-
(Signat!:~ . '_ '
_ Ja:Efh W. Gmbill,Jr., Part:rEr
~;ClerK (Printed name and title)
,/' "'",,, ' TIIII cIocUllltftl Ipprovtd It . . ates
A ~. ,,"'~ ~- 0 .
'-,- ~ * . - ,. ..-" J3.y-
r.Tij~~C~A~T!O,N: You shou 19n or gf":l AlA 'docu~ent which has this cautio in red.
~ Aiforlginal assures that changes will not be obscured as may occur when documen s are reproduced.
AlA DOCUMENT 8141 . OWNER-ARCHtTECT AGREEMENT. FOURTEENTH EDITION . AlA~ · @1987
THE AMERICAN INSTITUTE OF ~RCHITECTS. 1735 NEW YORK AVENl!E, ~,w., WASHINGTON, D,C, 20006
WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution.
8141-1987 10
V'" ;,...
2.6.5
2.6.6
3.3.6
3.4.10
3.4.16
5.2.5
10.2.1.1
10.2.1.5
11. 5 . 2
. .
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.
Add: 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 provided herein,
performed in accordance with the exercise of reasonable and
ordinary care.
Add: Uexcept as a result of the failure of the Architect to
have discovered same in an on-site inspection, as provided
herein, performed in accordance with the exercise of
reasonable and ordinary care."
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.
Architect shall provide as a part of the Basic Services two
(2) sets of uRecord Drawings" indicating significant changes
to the project.
Add: Usubject to the provisions of Article 8_"
Any other authorized travel shall be reimbursed to 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.
Architect, as a part of the Basic Services agrees to provide
professional liability insurance with limits of at least One
Million ($1,000,000.00) dollars.
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
provision of this Agreement is inconsistent with any provision
of the Prompt Pay Act, the provision of this Agreement shall
control.
AUGUSTA-RICHMOND COUNTY COMMISSION
LARRY E. SCONYERS
Mayor
. ROOM 801 MUNICIPAL BLDG, (II)
AUGUSTA, GEORGIA 30911
Bus, (706) 821-2488
Fax No, (706) 722-5984
LEE BEARD
ULMER BRIDGES
JERRY BRlGHAM
HENRY H. BRlGHAM
WILLIAM B, KUHLKE, JR,
WM, "Wll..LIE" H, MAYS. ill
J, B, POWELL
MOSES TODD
ROB ZETIERBERG
FREDDIE L. HANDY
Mayor Pro Tern
June 25, 1997
CHARLES R, OLIVER, P E. CPA
Administrator
JAMES B, WALL
Attorney
Ms. Lena Bonner
Clerk, Commission
8th Floor, Municipal Bldg.
Augusta, GA 30911
Reply to:
P,O, BOX 2125
Augusta, GA, 30903
RE: Augusta-Richmond County Indoor Aquatics Center
Architectural Contract
Dear Lena:
I enclose herewith the original of the fully executed
copy of the agreement with Virgo Gambill, Architects, for the above
referenced project. Please place this in the City's permanent
records.
Thanking you and with best personal regards, I am
JBWjsjp
truly,
Enclosure
cc: TOID'Beck
Cheryl Nelson
. ....
-::It '~r~~r;
.~ \ I!
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.,- ,--,
A MER
c' A N
[ N ST I T UTE
O. F
ARC H
TEe T S
.-1Ir1 Document B 141
Standard Form of Agreement Between
Owner and Architect
1987 EDITION
THIS DOCUMENT HAS lJl;lF!ORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
rlN rI TTORNEY IS ENCOURAGED \VITH RESPECT TO ITS COMPLETION OR MOD/FICA TION.
AGREEMENT
made as of the Sixth (6th) davof M:iy
Nineteen Hundred and Ninety-seven (1997). .
BETWEEN the Owner:
in the year of
(.\'ame alld addres~)
Augusta-Richmond County
Municipal Building
Greene Street
Augusta, Georgia 30901
and the Architect:!
~,i.,pgnJia~~t venture of
Virgo Gambill Architects
1168 Broad Street
Augusta, Georgia 30901
Markey and Associates, Inc.
,
4253 Edgewater Ct. NW
Kennesaw, Georgia 30144
For the following Project:
(1llelude delailed description of Project, localioll, address alld scope.)
The project titled "Augusta--Ricrunond County Indoor Aquat~ics c7nter" is locat7d
on a 10.0 acre tract of land located on Damascus Road near Wrlghtsboro Road ln
Augusta, Georgia. Project scope includes a 40.,000 square foot' s~ructure.
housing a 50 meter x 25 yard competition pool, a diving well or lnstructlonal
pool, seating for 1,000 spectators, various locke: rooms, weight/fitness rooms,
meeting rooms, a concession area, and other assoclated spac~s. The budget for
the project is $3.6 million.
The Owner and Architect agree as set forth below,
CopHighr 19 i 7, 1926, 194H, 19~ I, 19';5, 19';1-1, 196 I. 1965, 1966, 1':)67, 1970, 1974, 1977, '&: 1987 b\' Thc Amcrican Institute
of ,Architccts, 1-55 :'\icw York ..I.n:nue, ,,\, W.. Washingwn, D,C. :Wnn6, Reproduction of the material herein or substantial
ljuotation of its provisions without wrinen permission of thc AlA violates the copyright laws of the Cnited States and will be
suhject to legal prosecution,
- AlA DOCUMENT 8141 . OW:-;ER-ARCHITECT M;REE.\lENT . FOI:RTEENTH EDITION. AlA'" . @19H7
THE ,\,\lERIc'-\:\ I:\STITI.'TE OF ARCHITECTS, 1755 NEW YORK AVE:-;['E, N,W" WASHINGTON, D,C, 20006
8141-1987 1
WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution.
.....--,. .
_ ."... i..
TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1 . 1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of t rlose services per-
formed b\' the Architect. Architect's emplovees and Architect's
consultants :IS enumerated in Articles 2 and 5 of this Agreement
~md any other services included in Arlide 12,
1.1.2 The Architect's services shall be performed as expedi-
tiously as is consistent with professional skill and care and the
orderly progress of the Work, cpon request ofthe Owner, the
.\rchitect shall submit for the Owner's approval a schedule for
the performance of the Architect's services which may be
adjusted as the Project proceeds, and shall Include allow:mces
for periods of time required for 'the Owner's review and for
approval of submissions by authorities having jurisdiction over
the Project. Time limits established by this schedule approved
bv the Owner shall nor, except for reasonable cause, be exceeded
b\' the Architect or Owner,
1.1.3 The services covered by this Agreement are subject to
the time limitations contained in Subparagraph II :5,1,
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect'S Basic Services consist of those described
in Paragraphs 2,2 through 2,6 and anv other services identitled
in Article 12 as part of Basic Services, and include normal struc-
tural. mechanical and electrical engineering services,
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect shall review the program furnished by the
Owner to ascertain the requirements of the Project :md shall
:lrri\-e :It :l mutual understanding of such requirements <;\'ith the
Owner,
2.2.2 The Architect shall provide a preliminary evaluation of
the Owner's program, schedule and construction budget
- requirements, each in terms of the other, subject to the limita-
tions set forth in Subparagraph 5,2,1,
2.2.3 The Architect shall review with the Owner alternative
approaches to design and construction' of the Project.
2.2.4 Based on the mutuallv agreed-upon progr:1m, schedule
and construction budget requirements, the Architect shall
prep:1re, till" approval bv the Owner, Schematic Design Docu-
ments consisting of dra<;\'ings and other documents illustrating
rhe scale and relationship of Project components,
2.2.5 The Architect shall suhmit to the Owner a preliminarv
::5timate of Construction Cost h:1sed on current an:a, \'( llume or
,)ther unit costs,
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the apprO\'ed Schematic Design Ducumencs
~uld an\' adjustments authorized h\' the ()\\'ner in the prugram,
schedule or construction budget, the Architect shall prepare,
for apprO\'al b\' the Owner. Design Development Documents
consisting of drawings and other documents to tix and describe
the size and ch:1racter of the Project as to architectural. struc-
tural, mechanical and e1ectric!l systems, materials and such
(lther elements :.l~ mav be appropriate,
2.3.2 The Architect shall ad\'ise the O<;\'ner of an~' adjustlllents
to the preliminary estimate of Construction Cost.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Ih~ed on the approved Design Development Docu-
ments and any further adjustments in the scope or quality of
the Project or in the construction budget authorized by the
Owner, the Architect shall prepare, for approval hy the Owner,
Construction Documents consisting of Drawings and Specit1ca-
tions selling forth in detail the requirements for the construc-
tion of the Project.
2.4.2 The Architect shall assist the Owner in the preparation of
the necessary bidding information, bidding forms, the Condi-
tions of the Contract. and the form of Agreement between the
Owner and Contractor.
2.4.3 The Architect shall advise the Owner of any adjustments
to previous preliminary estimates of Construction Cost indi-
cated by changes in requirements or general market conditions,
2.4.4 The Architect shall assist the Owner in connection with
the Owner's responsibility for tiling documents required for
the approval of governmental authorities having jurisdiction
()\'er the Project.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The ArchitecC: following the Owner's approval of the
Constructiop Documents and 'of the latest preliminary estimate
<Jf Construction Cost. shall assist the Owner in obtaining bids
Dr negotiated proposals and assist in awarding and preparing
COIl{racts for construction,
2.6 CONSTRUCTION PHASE-ADMINISTRATION
OF THE CONSTRUCTION CONTRACT
2.6.1 The :\rchitect's respon,'iibilit\' to prol'kk Basic Serl'ices
ti H' the Construction Phase under this Agreelllent commences
with the ~1\I'ard of'rhe Conrr:ict tell" Cunstruction and termi-
n;ltes ;It Ihe e;lrlier uf the i,'isuance to the O\ynl'f of the filul
Ccrtifiote Ii JI' 1';1\'meIH or (JIJ da\'s after the date uf Subst;l/l-
ti;i1 C( Hllpletion of the \\', lrh:,
2.6.2 The Architect shall pro\'ide adminisrration of the Con-
tract for Construction :.l~ set forth below and in the edition of
,-\IA Document A20 I, Ceneral Conditions of the Cuntract tell"
Construction, current as uf the date of rhis Agreement, unless
(lIherwise pro\'ided in this Agreement.
2.6.3 Duties, responsibilities and limitations (If authority (If the
,-\rchitect shall not he restricted, moditied or extended without
\\Tinen agreemeIH of the {)<;\'ner and Architect with consent uf
the Contrau<Jr, which consent shall not he uIlre;L'ionabh'
\\'ithheld,
AlA DOCUMENT 8141 . 'l\X':-;EH,AHUII1'EC1' ,'\I;HEE,11E:-;T . H It'HTEE:-;1'1I EIlI1'l0:-; . AlA' . ,~ I'J>C
:ii~ A,\IEHIr:A,\; /'\;51'I1'I'TE ()F AHUlITECTS, I-,\'i ,\;EI,' Y( lHt-; Alr\['E, :'\,I\'., \\',-\SIII:'\( ;'1'( l:'\, Il,( _ c"'".,
B141-1987 2
WARNING: Unlicensed photocopying violates U,S, copyright laws and is subject 10 legdl prosecution.
2.6.4 The Architect shall be:t represenwi\'e of :tnd shall ad\'ise
and consult with the Owner ( I) during construction until final
payment to the Contractor is due, and (2) as an Additional Ser-
I'ice :H the Owner's direction from time to time during the cor-
reerion period described in the Contr:tct t(X Construction, The
:\rchiteer shall han: authoritv to act on behalf of the O,;vner
nnh' to the extent provided in this Agreement unless othern'ise
mOllified hy ';\'rinen instrument,
2.6.5 The Arch(tect shall \'isit the site :tt il1ler.-als appropriate
ro rhe st:tge of construction or :LS otherwise. agreed 11\' the
O';'.'ner and Architect in wriring to hecome generalh' t;uniliar
with the progress and qu:tlity of the \X.'ork completed and to
derermine in general if the \X'ork is being performed in a m:tn-
ner indicating that the Work ,;vhen compl~ted will he in accor-
d:Ulce with the Cont!':lCt Documents, Howe\'.er. rhe Architeer
,.;hall not be required to make exhaustive or continuous on-site
in~peClions to check the qu:.LIity or qu:tntity of the Work, On
the b:JSis of on-site obserntions :ts :lll :trchitect. the Architect
shall keep the Owner informed of the progress and qualit\' of
the \X'ork, :tnd shall ende:l\'or to guard the O",,"ner ag:tinst
defects and deficiencies in the Work, (.\lon! extellsi/'e site
rl!prl!selltation may he agreed to as aI/ Additiol/al ,<;en'ice, as
dl!scnbed in Paragrapb 3,].)
2.6.6 The Architect shall not have control over (.lr charge of
and shall not be responsible for construction means. methods,
techniques, sequences or procedures, or for safetv prec:tutions
and programs in connection with the Work, since these are
solely the Contractor's responsibility under the Contract for
Construction, The Architect shall nor be responsible for the
Contractor's schedules or f:lilure to carrv out the Work in :tccor-
dance with the Contract Documents, Th.. h,-h;,<;><:, ch.;11 n"t
h."....-. CI/nt,.nl n"~'f '~r ",'hqrge nfAct~ ':"'\'V;n:i(:n~' i~ft~e ("'\ntr'l"
-:'.~r. .~'19~')Rtr:actOF&, or r};}eir 'lg"fxltr 'le "ll1ljl'}:"j~~". or If 'ln~.
.n~;."\pr rPrcl'n~ rprt'nrmins rnrtinnlo: nf th"", \Y'nrL~
2.6.7 The Architect shall :tt :tll times have access to the Work
';'.':,t'rever it is in prep:tration or progress,
2.6.8 Except:ls mav otherwise be provided in the Contr:tct
Documents or when direct communic:ttions ,have been spe-
ci31h' authorized, the Owner and ContraCtorsh:l1l commuoiC:llt'
through the Architect. Communic:ltions by :tnd with the Archi-
tect's consultants shall be through the Architect.
insne.cti
2.6.9 Based on the Architect's ~ghtPevaluations of
the ContractOr's Applications for Paymenr. the Architect shall
re\'iew and certify the amounts due the Contractor,
2.6.10 The Architect's certit1c:ttion for payment shall consti-
,~~e.p~entation to the O:-'ncL h:tscd nn [he Archi~ect's
~at the site :l~ proVIded 111 Suhp:tragr:tph 2,6,) and
c, the d:tt:l comprising the Contractor's ,-\pplicationfor Pa\'-
:::t'nr. rh:tr the \X'ork has progressed to the point indicated and
::-::;r. te I the best of the Architect's knowledge, information and
;-;c::ier', qu:ilit\' of the \'{lmk is in :lccordancc ""'ith the Contract
[;"cuments, The foregoing representations are suhject to an
,,':liuauon uf the Work for conformance with the Cuntdct
~/' >cuments upon Substanti:tl Cumpletion, to results of suhse-
:'..:c:nt (csts and inspections, to minor dc\'iations from lheCun-
': "...:t I), ICuI11el1tS correctahle priur to compietion :tnd tu spe-
,:::c quaiitkatiuns cxpres"Cli 11\' the .-\rchitecr. The issuance (If :1'
:',-::rirk:tte !()r Pa\'ment shall further consritutc a represent:lliun
''-,:!' {he Ce lntr:lcwr is entitled to ra\'ment in the :lfnuunt certi-
:':"'_1. He )\\'c\'(:r, the issuancc e,f :1 (:crtifiC:ltc fr >1" P:II'ment shall
[ hc :t represent:llion rh:tt the .-\rchitcct h:!s 111111:ld~ cxh:lus-
'--'-'.' "I' ,', l/ltil1l1lluS e){1-site inspeCliel/1s [el dleck [he qu:"il\' elr
quantit\. of the W:ork. (2) reviewed construction me:tns, meth-
uds, techniques, sequences or procedures, (3) reviewed copies
of requisitions recei\'ed from Subcontractors and material sup-
pliers and other data requested hy the Owner to substaociate
the Contractor's right to p:tyment or (4) :JScertained how or for
';'.'hat purpose the Cnntr:tctor has used money previously paid
ein :tccounr of the Contract Sum.'except as provided in
suboaraqraoh 2.6.5 and 2.6.6.
2.6. t1 The-Architect shall have authoritv to reject Work which
does nor conform to the Contr:lct Documenrs, Whenever the
,-\r::hitect considers It necessary or advisable for implementa-
tion of the intent of the Contract Documents, the Architect will
h:l\'e :tuthorit\. to require additional inspection or testing of the
Work in :tccordance with the provisions of the Contract Docu-
ments, whether or not such Work is fabricated, installed or
completed, However. neither this :tuthoritv of the Architect nor
a decision m:lde in good faith either to exercise or not to exer-
cise such authority shall give rise to a duty or responsibility nf
the Architect to the Contractor, Subcontractors, material :md
equipment suppliers, their :lgents or employees or other per-
snns performing portions of the Work,
2.6.12 The Architect shall review and approve or take other
appropriate action upon Contractor's submittals such :JS Shop
Drawings, Product D:lta and Samples. but only for the limited
purpose of checking for conformance with information given
and the design concept expressed in the Contract Documents,
The Architect's action shall be taken with such reasonable
promptness :JS to c:tuse no delay in the Work or in the con-
struction of the Owner or of separate contractors, while allow-
ing sufficient time in the Architect's profession:tl judgment to
permit :ldequ:lte re\'iew, Review of such submittals is not con-
ducted for the purpose of determining the accuracy and com-
pleteness of other details such as dimensions and quantities or
for substanti:tting instructions for install:ttion or performance of
equipment or systems designed by the Contractor. all of which
remain the responsibilitv of the Contractor to the extent
required by the Contr:tct Documents, The Architect's review
sh:.LI1 not constitute approval of s:tfety precautions or, unless
otherwise specifically st:t((~d by the Architect, of construction
me:lns, methods, techniques, sequences or procedures, The
,-\rchitecr's appro\':l1 of a specit1c item shall not indicate
approval of an :lssemblv of which the item is a component,
When professional certification of performance ch:lracteristics
of materi:.LIs, s~'stems or equipment is required bv the Contract
Documents, the .-\rchitect sh:lll be entitled to rely upon such
certit1cation to establish th:tt the m:tterials, s~'stems or equip-
ment will meet the performance criteria required hy the Con.
tract Documents,
2.6.13 The Architect shall prepare Change Orders and Con-
struction Ch:lnge Directives, with supporting documentation
and d:tt:t if deemed necessary bv the Architect as provided in
Subp:tr:tgraphs 3,\,1 ,and '.3,3,), for the Owner's approv:.LI :md
execution ill :tccordance with the Contr:lct Documents, :md
may authorize minor changes in the Work not involving an
:Idjustment in the Contract Sum or an extension of the Contract
Time which are nor inconsistent ",,'ith the intent of the Contract
[)( ,cuments,
2.6.14 The ,-\rchiteu shall conduct inspections to determine
[ill' d~lte or datl:s 'if Substantial Completion and the date or' tinal
c'(impletioll, ,o;hall receil'e and forward to rhe Owner for tile
()\\,ller's rc\'ic\\' and records \\'ritle,n \\'arranties ;l1ld related
docul11ents rcquired h\' the Contr:tct Documents and aSSem-
hlcd hy thc (:( ll1{raC[( ir, ;llld shall issue:1 fin:11 Certitic:lte f( >r )1:1\'-
I11l'llt upon L'ompli:lllcc ';'.'ilh the requiremellts of the Colltrau
[), lCUl11elltS, '
3
8141-1987
AlA DOCUMENT 8141 . OW~ER'ARCHITECT ,-\GREE~IE"T . FOURTEENTH EDITION. ....IA'" . 'S I\JfF
TilE ,-\~lEI{I(:,\:\ I:\STITI'TE OF ..IKCHtTECTS, 1-\<; :\E\X' YORK AVENGE, N,W.. WASHINGTON, D,C 21>I>')/')
'NARNING; Unlicensed photocopying violates U,S. copyright laws and is subject to legal prosecution.
- - -."..
2.6.15 The:: Archite::u shall inte::rpre::t and de::cide:: matters con-
cernmg pe::rt<xmance of tile Owne::r and Cuntractor under the
re:lJulrements of the: Contract l)ocumems on written request. of
eithc.:r the Owner or Comractor, The :\rcl1itect, response [0
such requests shall he made with re:::lsonabk promptness and
\yithin any time limits agreed L:flon, '
2.6.16 lmerpn:tations and decisions of the: :\rchitect shall he:
consistent with the intem of and reasunabl\' inferahle: from Ihe:
l:,lntract l)ocume:nt.s anu sh:lll be in writing or in thc.: t<>rlll of
drawings, When making such inte:rpretations and initial de:ci-
.'ions. the: :\rchite:u shall ende:ayor to .'c.:curc.: f~lithful perfor-
111:U1Ct; hv hoth Owne:r and Comracror, shall not slHJw partialit\'
to either, :md shall not be liable for results of interpretations or
decisions so rendered in good faith,
2.6.17 The Architect's decisions on matters n:lating to aesthe.
tic effect shall be tlnal if consistent with the intt:nt expressed in
the Contract Documents,
2.6.18 The Architect shall render writte:n uecisions within a
reasonable time on all claims, clisputes or other matters in ques-
tion hetween the Owner and Contractor relating to the execu-
tion or progress of the Work as prm'ideu in. the Comract
Documents,
2.6.19 The Architect's decisions on claims, disputes ur other
matters, including those in question between the Owner and
Contractor, except for those relating to aesthetic effect :LS pro-
\'ided in Subparagraph 2,6,17. <lv,11 h.. ,,"hiprr rn 'lrhirr'lfinn ",
pn)"'ig~d if,;} [nit' \gr~~r;;rl~nr 'lry~ in th~ (.','ntr'~lrt n/)('lln,pnr~
ARTICLE 3
ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services descrihed in this Article:> are nor included
in Basic Services unless so identified in Article 12, and the~' shall
be paid for by the Owner 3S proYided in this Agree:ment, in
addition to the compensation for B:LSic ::'en'ices, The services
descrihed under Paragraphs ,~,2 and ),4 ,h311 onl~' he pro\'ided
if authorized or contirmed in \\'fiting h\' the O\\'ner, If sen'ices
descrihed under Contingent ,-\dditional ::'en'ices in Paragraph
5,,~ are .required due to circumstances he\,{llld the :\rchitect's
control, the Architect shall nutify thc.: Owner priur to cum-
mencing such seryices, If the Owner dec.:ms that such sen'ices
descrihed under Paragraph .:\,.:\ are nut required: the Owner
"h:lll give prompt wrinen notice to the Architect. If the O\\'ner
indicates in writing that all or part of such ClliHingent Addi-
tional Sen'ices are nut required, the Architect shall ha\'C no ohli-
f!:llion to provide those stT\'ices,
3.2 PROJECT REPRESENTATION BEYOND BASIC
SERVICES
3.2.1 If more: exte:nsi\'(; representation :Il the site than is
Jc.:scrihed in Suhparagraph 2,(),':; is required, the :\rL'ilitect sl1all
prU\'ide one, or more I'rojc.:ct Representati\'es to ~I.,sist in. tarn',
ing our such additional (In-,.;ite responsihilities,
3.2.2 Project Represent~lli\'C.; shall he seiecti:d, L'l11J1lm'ed ~lIld
directed 11\' rile Architect. and the Architect shall he (,'( >l11pen-
-ated theret<lr as agrc.:ed 11\' the O",ner ~lIld:\rL'ilitect, The
,-!uties, resronsihilitics :lIld limitations or' ~Iutliorit\' "I' I'rokct
l<erresem:llil'es "l1all he ~IS descrihed in [he L'di[i( >11 "f ,-\1.-\
Ur JCUl11em B5'i2 currem as r)r' [he date r,r' til" :\grecl11cnl. lIllless
, .( her\\'ise ~Igreed,
3.2.3 Through the observ:ltions by such Project Represen-
tatives, the Architect shall endeavor to provide further protec-
[ion for the Owner against defects md deficiencies in the Work,
hut the furnishing uf such project representation sh:lll nor
modif" the rights, responsibilities or obligations of the Architect
as descrihed elsewhere in this Agreement,
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 ,\taking revisions in Dr3wings, Specifications or other
docul11ents when such revisions are:
.1 inconsistent with apprm'3ls or instructions prt:\'iousl\'
gi\'en t1\' the Owner, including revisions m3de neces-
sary hv adjustments in the Owner's program or Proj-
ect budget:
.2 required hv the enactment or revision of codes, laws
or regulations subsequent to the preparation of such
documents: or
.3 due to changes required as a result of the Owner's fail-
ure to render decisions in a timelv manner,
3.3.2 Providing services required because of significant
changes in the Project including, but not limited to, size, qual-
ity, complexity, the Owner's schedule, or the method of bid-
ding or negotiating and contracting for construction. except for
services required under Subparagraph 5,2,5,
3.3.3 Preparing Drawings, Specific3tions and other documen-
tation 3nd supporting data. evaluating Contractor's proposals,
:md providing uther sen'ices in connection with Change
Orders ~md Construction Change Directives,
3.3.4 Providing sen'ices in connection with evaluating substi-
tutions proposed by the Contractor and making subsequenr
revisions to Drawings, Specitications and other documentation
resulting therefrom,
3.3.5 Pro\'iding consultation concerning replacement of Work
d:unaged by fire or other cause during construction, and fur-
nishing sen'ices required in connection \\'ith the replacement
of such W'ork,
3.3.6 Providing sen'ices made necessary bv the default of the
Contractor. by major defects or deticiencies in the Work of the
Contractor. or b\' failure of performance of either the Owner or
(~1~~~er the Conrr~n for Construction, s:e ~;:l1
3.3.7 Providing sen'ices in evaluating :m extensive numher of
claims submitted by the Contractor or others in connection
with the Work,
3.3.8 Providing sen'ices in connection with a public hearing,
arhitration proceeding or leg:ll proceeding except where the
:\rchitect is part\' thereto,
3.3.9 Preparing documents for alternate, separate or sequential
hids or providing services in connection \\'ith bidding, negotia-
tion or construction priur to the cumpletion of the Construc-
tion [)ocuments Phase, S32 ~rll stip.ll.atim.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Pro\'iding analyses of the Owner's needs and program-
ming the requiremc.:nts of the Project.
3.4.2 I'rm'iding tinancial fc.:asihiiit\' or "I her special Studies,
3.4.3 I'rm'iding planning sun'e\'S, ,.;ite e\':i1uations or com-
par:lli\'e studies l,f pn "peeri\'e ,sires,
AlA DOCUMENT 8141 . ()W:'>ER,ARCIlITECT MjREE~lE~T . FOL:RTEENTH EDITlON . AlA" . ::,I<)H~
':.i!E "~\I',I({<:A:'> 1:'>~TI1'l'TE ()F ,\RUIITECTS, \-'0 :'>E\X' YORK A\'ENUE, N,W.. WASHINGTO~, D,C, """I,!)
8141-1987 4
WARNING: Unlicensed photocopying violates U,S, copyright laws and is subject to legal prosecution,
3.4.4 Pro\'iding special sun'e\'s, environmental .;tuuies and
submissions n:quired for appr< )\'als < ,1' gm'ernm<.:ntal awhorities
or others ha\'ing jurisdiction mTr the Project.
3.4.5 Pnl\'iuing ser;iCt.:s rdati\'(: to future t;lcilitic:s, ,,\'stems
:lI1U equipment,
3.4.6 Pr< l\'iding services t<l in\Tstigate existin,l! conditi<lns or.
f:lL'ilities <lr to make me;lsured drawings thereof.
, 3.4.7 Pro\'iding sen'ices t<l \'erifv the accurac\' of dra\vings or
lither int()f[l1ati<ln furnished h\' the Owner,
3.4.8 Prm'iuing coordination of construction perf(irmed b\'
separ:lle C<llltractllrs llr b\' the Owner"s own forc<.:s :lI1d coordi-
nation of services r<.:quireu in connection with construCtion
performed and equipm<.:l1l supplied h\' the Owner.
3.4.9 Pro\'iding services 1I1 connection with the \\'ork of a con-
struction m:.lIlager or separate consultants_ retained hv Ihe
o ,,';ner.
3.4.10 Providing detailed estimates of Construction Cost.
SEE s:a::ial stt' p.1J..atirn.' ,
3.4.11 Pfllvknng deraiTe-( quantity surve\'s or il1\Tntories of
material. equipment and labor.
3.4.12 Providing analyses of owning and operating costs,
3.4.13 Providing interior design and other similar services
required for or in connection with the selection, procurement
or installation of furniture, furnishings and related equipment,
3.4.14 Providing services for planning tenant or rental spaces,
3.4.15 Making investigations, inventories of materials or e.:quip-
me.:nt.. or valuations and detailed appraisals of existing facilities, .
3.4.16 Preparing a set of reproducible record drawings show-
ing significant changes in the Work made during construction
based on marked-up prints, drawings and orh~r data fprnishesJ
by the Contractor to the Architect. SEE sr:;a::ial stlp..1latlrn.
3.4.17 PrO\-iding assistance in the urilization of equipment or
s\-stems such as testing, adjusting and balancing, preparation of
operation and maintenance manuals, training personnel for
operation and maintenance, and consultation during operation,
3.4.18 Providing services after issuance to the Owner of the
final Certificate for Payment, or in the absence.: of a tinal Cer-
tificate for Payment, more than 60 days after the date of Sub-
5t:mtial Completion of the \Vork,
3.4.19 Providing services of consultants for other than archi-
tectural, structural. mechanical and electrical engineering por-
tions,of the J;roject Drovided as a part of Basic SerYices,S:e
s::EClal stio.ilatlrn.
3.4.20 Providing any other services not otherwise included in
this Agreement or not customarily furnished in accordance
with generallv accepted architectural practice.:,
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall provide full information regarding
require.:ments for the Proje.:ct. including a program which shall
'et forth the Owne.:r's objectives, schedule, constra"ints and cri-
,eria_ including space re.:quireme.:nts and relationships, tkxi-
bilitv, expandability, spe.:cial equipme.:nt, s\'stems and site
require.:ments,
4.2 The Owner shall establish and update an overall budget for
the.: Project. including the Construction Cost, the Owner's other
costs and reasonable contingencies related to all of these.: costs,
4.3 If requested by the Architect. the Owner shall furnish evi-
dence that tinancial arrangements have been made to fulfill the
()wner's obligations under this Agreement.
4.4 The Owner shall designate a representative authorized to
act on the Owner's behalf with respect to tbe Proje.:ct. The
Owne.:r or such authorized repre.:sentative.: shall render decisions
in a timely manner pe.:rt:lining to documents submitted by the
,\rchitect in order to avoid unreasonable delay in the orderlv
and se.:quential progress of the Architect's services,
4.5 The.: Owner shall furnish surveys describing physical
characteristics, legal limitations and utility locations for the site
of the Proje.:ct. and a written legal description of the site, The
sUf\'e~'s and legal information shall include, as applicable,
grades and lines of streets, alleys, pavements ;md adjoining
property and structures; adjacent drainage; rights-of-way,
restrictions, easements, encroachments, zoning, deed restric-
[ions, boundaries and contours of the site; locations, dimen-
siems and necessary data pertaining to existing buildings, other
improvements and trees; and information concerning available
utility services and lines, both public and private, above and
below grade, including inverts and depths, All the information
on [he survey shall be referenced to a project benchmark,
4.6 The Owner shall furnish the services of geotechnical engi-
neers when such services are requested by the i\rchitect. Such
services may include but are. not limited to test borings, test
pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, ground corrosion and resis-
tivity tests, including necessary operations for anticipating sub-
soil conditions, with reports and appropriate professional
recommendations,
4.6.1 The Owner shall furnish the services of other consul-
tants when such services are reasonably required by the scope
of the Project and are requested by the Architect.
4.7 The Owner shall furnish structural, mechanical, chemical,
air and water pollution tests, tests for hazardous materials, and
other laboratory and environmental tests, inspections and
reports required by law or the Contract Documents, .
4.8 The Owner shall furnish all legal, accounting and insur:mce
counseling services as may be necessary at any time for the
Project, including auditing services the Owner may require to
verify the Contractor's Applications for Payment or to ascertain
how or for what purposes the Contractor has used the money
paid by or on behalf of the Owner,
4.9 The sef\'ices, 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,
, 4.10 Prompt written notice shall be given by the Owner to the
,-\rchitect if the Owner becomes aware of anv fault or defect in
the Project or noncon-formance with the Co~tract Documents,
4.11 The.: proposed language of certilkates or certifications
requested of the Architect or Architect's consultants shall be
submitted to the Architect for review and approval at least 14
days prior to e.:xecurion, The Owner shall not re.:quest certifica-
tions that would require.: knowledge or services beyond the
scope of this Agreement,
5 8141-1987
AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREE,\lE:-IT. FOt.:RTEENTH EDITION. AIA$ . @19Hi
THE A,\I.ERICAN INSTITt.:TE OF ARCHITECTS, I i.\5 NEW YORK AVE:-Il;E, N,W.. WASHINGTON. D,C. 20006
WARNING: Unlicensed photocopying violates U,S. copyright laws and is subject to legal prosecution.
" .
~
ARTICLE 5
CONSTRUCTION COST
5.1
DEFINITION
5.1.1 Tht.: Constructi( 1Il (:( )st shall he (h<.: {( >(al c( 'S( (,r e,;(i-
l11att.:d co,;t to the (hvner (,f all element,; of the Pn >iect designed
(>r specified 11\' (he Archi(<.:ct.
5.1.2 The Construction Cn,;t ,;hall include the CO,;( ;ll currel1t
Ill:.lrkt.:t rates of labor :.Iml materials furnished bv the O\\'ner ;I11U
equipment designed, ,;pt.:cified, selectee.! or ,;peciall\' prO\'ided
f,ir hv the Architect. plu,; :.I reasonahle allc)\"v;mce flJr {h<.: Con-
tractor's overhead ane.! protit. In addition, a r<.:;t;onal1le allow-
;lt1c<.: for contingencies ,;hall he includeu for Illark<.:[ conditions
;1[ (lie time of bidding a,nd for changes in the \,\'ork during'
construction, '
5.1.3 Construction Cost does not, include the compensation of
the Architect and Architect's consultants, the COStS of the land,
rights-of-way, financing or other costs which arc the respon-
sibilitv of the Owner ;L'i provided in Article "I.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget. preliminary
estimates of Construction Cost and detailed estimates of Con-
struction Cost, if any, prepared by the Architect. represent the
Architect's best judgment as a design professional familiar with
the construction industry, It is recognized. howen:r, that nei-
ther the Architect nor the Owner has control over the cost of
labor, materials or equipment, over the Contractor's methods
of determining bid prices, or over competitive bidding. market
or negotiating conditions, Accordingly, the Architect cannOt
and does not warrant or represent that bids or negotiated prices
",'ill nOt vary from the Owner's Project hudget or from any
estimate of Construction Cost or evaluation prt.:pared or agreed
to by the Architect.
5.2.2 No fixed limit of Construction Cost shall he established
as a condition of this Agreement by the furnishing, proposal or
establishment of a Project budget, unless such tixed limit has
been agreed upon in writing and signed by the parties hereto, If
such a fixed limit has been established. the Architect shall be
permitted to include contingencies for design, bidding and
price escalation, to determine what materials, equipment, com-
ponent systems and types of construction are to be included in
the Contract Documents, to make reasonable adjustments in
the scope of the Project and [0 include in the Contract Docu-
ments alternate bids to adjust the Construction Cost to the fixed
limit. Fixed limits, if any, shall be increased in the amount of an
increase in the Contract Sum occurring after execution of the
Contract for Construction,
5.2.3 If the Bidding or Negotiation Phase has not commenced
within 90 days after the Architect submits the Construction
Documents to the Owner, any Project budget or tixedlimit of
Construction Cost shall be adjusted to renect changes in the
general level of prices in the construction industr.' be:tween the
uate of submission of the Construction Docu'ments to the
Owner and the date on which proposals are sought.
5.2.4 If a fixed limit of Construction Cost (adjusted as pro-
\'ided in Subparagraph ),2,)) is e:xceede:d 1J\' the: lowest bona
tide bid or negotiated proposal. the Owner shall:
.1 give \....ritten approval of an incre:ase in such tlxed
limit;
.2 :llIthorize rebidding or renegotiating of [he Project
within a reasonable time:
.3 if the Project is abandoned. terminate in accorctance
with Paragraph H,5: or
.4 cooperate: in rt.:\'ising the Project scope and qU:l!it\' :LS
required to reduce the Construction Cost.
5.2.5 If the O\"ner chooses to proceed under Clause ;,2,Q.4,
the :\rchitecl. without :ldditional chJrge, shall modify the (nn-
tract Documents :LS nece:ssary to complv with the fixed limit, if
<.:stahlished :L'i a condition of this Agreement, The modific:ninn
llf Cnntract Documents shall he the limit of the Architect',;
re:sponsibilitv arising out of the eSlJhlishment of a t1xedlimit,
The Architect shall be entitled to compensation in accordance
\\'ith this Agreement for all ser;ices performed whether or nut
the Construction Phase is commenct.:d, S:e sp=ri~1 stip.lJ..atirn.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents pre-
pared by the Architect for this Project are instruments of the
Architect's service for use solely with respect to this Project
and. unless otherwise provided, the Architect shall be deemed
the author of these documents and shall retain aIJ common law,
statutory and other reserved rights. including .the copyright.
The Owner shall be permitted to retain copies, including repro-
ducible copies, of the Architect's Drawings, Specifications and
other documents for information and reference in connection
with the Owner's use and occupancy of the Project.. The Archi-
tect's Drawings, Specifications or other documents shall not be
used bv 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 compen-
sation to the Architect.
6.2 Submission or distribution of documents to meet official
regulatory requirements or for similar purposes in connection
with the Project is not to be construed as publication in deroga-
tion of the Architect's reserved rights,
ARTICLE 7
AR81TRA TION
7.1 Cl~ifflJ. dbpla[,-...J 0J. \..IlL",! uJalh...J~ ~JJ yu\,...nivH L~lWCCJJ die
r'u-ripc tn thi~ .\grpnrnpnr 'l'"iril;]g gy[ OfQf r~JatjFlg tQ [Flit .\gn~~
mef'lt Of Bf<:J(L [Lcn..vf .JLail L,- .JULj\..LL Lv duJ JLLiJ\.-J u ~ ~U l.Ji-
tratioR iA aCCOrdaFlee ") itA tke COFijtM.1<:tlou lladltJ(1 ~ .tub~lhJ
rinn Rlllpc nf rhp .\ rnpr;c~n -\JQ'it~AtiqR .\ n:Griatiofxl C' ;rr~Fltl': in
~nprr llnlp..:c ,hI'" r"lrrip(: rnllf""llt~. 'lgrpp '::>"hpr-n.rii~, "
7 2 D~mand for HrtxJirf8riuA sR&11 8E filed iR 'n riring ~ irk rfl,-
other pHrt: to [Ri.] .\grt:<:fne:rH ..hId nich eL,- :U.II'-I;'-<.1U Alll;U<.1.
rinn ..\CCr'\("iAtiqr"'l .\ \~~I+laJ;}d wr arbirmrioA t;J;.'}aJl be made Vi"jr!iin
"J rt"'l"()n~hlp rimp 'lfrpr rhp rl')im riicrllfP nr Arhpr ~'I[t~r i'l
qut:5tiof) hu~; ~lriJt:R. III II\.~ (~'-I ~l ..)11~lllj 1\... J....JllaJJJ r~n ..U l.l~ll...tljUII
ht" m~rlF' ~frf"r rhf" d~HP ~vhpn in~ritllrinn nf 1~8'l1 ("'r prr,ir'1hl,..,.
prOt:t:<:d.:ugJ b..L1(J \""1 .H.i,-L \..l~~JlJ. J~,l..JUL"" lJl lJlla...l 11Io1llLI ill
'r '~ticq ~.ql d'l R~ ~arr~rJ 10:' m~ BppMcahl~ ,:ifi(l=lte:; uf l1n:itatit1f~~,
7.3 ~~lJ .UL~U...tl;UII ...ui~iJl~ UUl l)f lJJ ICL.HJUg tU dd~ t\greeIllt'CH
5h"1I ;[;1\:1'1'11: l:l:' comoliclatioA, j[)iRd~y or iflllfl.. Ol!ic:r .n.fftJu. ,
'In '''lditioA:.iJ fl",rmR Ilr l!Atit:. Rot 1I flllY!., to t!iis .\gIalluflt.
AlA DOCUMENT 8141. OWNER-ARCHITECT AGREEMENT. FOURTEENTH EDITION. AlA"' . @1\>!17
THE A:-'IERICAN i:-;STITl!TE OF ARCHITECTS, 1735 NEW YORK AVENUE, N,W" WASHINGTON, D,C. 20006
8141-1987 6
WARNING: Unlicensed photocopying violates U.S, copyright laws and is subject to legal prosecution.
1........I...Ll/l l/\ \\lillLII L~JlI:')(IH lUII!.Jillilli-! i ....lllld~l Ill'(](!]{( HI
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il1\"()I\"inp 'In 'uldirinn'll pt.r";(lf1 ()f ['nriry ..:11.111 Ill)r nHl..:rirlHt'
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1J!\.Jl[ hJ .ub~li...,l\... ...I.JJJ 'JlL\...1 oI,t;;,I\..\..Jii\..IH.-, HI .1IL;1l..!lL .\;dl .ill
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74 ThL' '1'J":Ird rl!Fllh:!rl!d lv' thL' arhitrutrJr, r nrhitrut, lr: ,~hllll Ilt
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,lpplic:utJlt Il:lw iA UA,' t.'()l:Jft 11.l, i,'l~ jl:Jri:iuktiUll thl::ft:llf,
ARTICLE 8
TERMINA TION, SUSPENSION OR ABANDONMENT
8.1 This Agreement mal' be terminated by either part~' upon
not less than seven davs' written notice should the other part\'
fail substantidllv to perform in accordance with the terms of this
:\greement through no fault of the partv initiating the temlination,
8.2 If the Project is suspended bv the Owner for more than 50
consecuti\'e days, the Architect shall be compensated for ser-
\'ices performed prior to notice of such suspension, When the
Project is resumed, the Architect's compensation shall be equi-
tabl~' adjusted to provide for expenses incurred in the interrup-
tinn :md resumption of the Architect's sef\'ices,
8.3 This :\greement may be terminated b\' the Owner upon
not less than seven days' written notice to the Architect in the
e\'ent that the Project is permanentl\' abandoned, If the Project
is abandoned by the Owner for more than YO consecutive davs,
the :\rchjtect ma~' terminate [his Agreement h\' giving \vritten
nntice,
8.4 Failure of the Owner to make payments to the Architect in
accordance with this Agreement shall he considered substantial
l1nnpertiJrmance and cause for termination,
8.5 If the O'.'.'ner fails to make pa\'ment when due the :\rchi-
reet for sef\'ices and expenses, the Architect mal', upon se\'Cn
d:l\'.'; \vrinen notice to the Owner, suspend pefti>rJllance of ser-
\'iCes under this Agreement, L'nJess pavment in full is recei\'t:d
1)\' the :\rchitL'ct within se\'en days of the date of the notice, the
suspension shall take effect '.'.'ithout hlfther notice, In the e\'t:i1t
I Jf a suspension of sef\'in:s, the Architect shall h:l\'e l10 liabilit\'
to the O'.'.'ner for deb\' or damage c:Iused the O'.'.'ner hecause
r If <uch sll.<pension of sef\'ices,
8.6 In the event of termination not the fault of the Architect.
tile ,-\rchitect shall be cumpensated for sen'iees perfurn1ed prior
[r J termination, together '.'.'jtll Reimbursable Expenses then due
:,r~d rill Terminaliol1 Exrenses as detined in paragrarh H,-,
8.7 Termination Expenses are in additiun to c'Jmpensationlor
I\:lsic and Additional Services, and include exrenses which are
directl\' attributahle tu tt:rmination, Terminatiun Expenses sllall
he computed as a percentage or' [he lotal CI Jlllpensation for
ll:r.-ic )en'ices and :\dditi, mal Ser\'icl's e:lrnni tl) the time or' ter-
mIIl:iliun, :e; ti)/Iows:
,1 T"'ent\' perl'elH Ill' tht: II ll;1I L'llmpell':Itil "1 f'lr 1\:lsic
aml Additional Sen'iCt:s e:lrned to dIne if termination
'>ccurs hdorL' or during tht: predesign, "ite an:1Ivsis, \)r
~chem:ltic I kSlgn 1'llasL's: or
.2 Ten percent nf the total compensation for Basic and
Additional Ser:ices earned to date if termination
()ccurs durin~ the Design Development Phase: or
.3 Fh'e percent of the total compensation for Basic rll1d
:\dditional Ser.'ices earned to date if terminati., in
I lccurs durin~ anv subsequent phase,
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 Lnless otherwise provided, this Agreement shall be gov-
erned h~' the law of the principal place of business of the
:\rchitect.
9.2 Terms in this Agreement shall have the s:une meaning as
those in AlA Document A201, General Conditions of the Con-
tract for Construction, current as of the dale of this Agreement,
9.3 Causes of action between the parties to this Agreement
pertaining to acts or failures to act shall be deemed to ha\'e
accrued and the applicable statutes of limitations shall com-
mence to run not later than either the date of Substantial Com-
rletion for acts ur 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,
9.4 The Owner and Architect waive all rights against each
other and against the contracrors, consultants, agents and
employees of the other for damages, bur only to the extent cov-
ered by property insurance during construction, except such
rights as they mav have ro the proceeds of such insurance as set
forth in the edition of AlA Document A20 I, General Conditions
of the Contract for Construction. current as of the date of this
Agreement, The Owner and Architect each shall require similar
wah'ers from their contractors, consultants and agents,
9.5 The Owner and Architect. respectively, bind themselves,
Iheir partners, successors, assigns and legal representatives to
the other rart\' to this Agreement and to the partners, succes-
sors, :lssigns and legal representatives of such other party with
respect to all covenants of this Agreement, Neither Owner nor
Architect shall assign this Agreement without the wrinen con-
sent of the other,
9.6 This Agreement represents the entire and integrated agree-
ment between the Owner and Architect and supersedes all
prior negotiations, representations or agreements. either writ-
ten or oral, This Agreement may be amended only by wrinen
instrument signed by bOth Owner and Architect.
9.7 :\othing contained in this Agreement shall create a contrac-
tual relationship with or a cause of action in favor of a third
part\' against either the O'.'.'ner or Architect.
9.8 l.'nless mhem'ise prm'ided in this Agreement, the Architect
;lnd Architect's consultants shall have no responsibililY ti)r the
discO\'en', presence, h:ll1dling, remO\'al or disposal of or expo-
'ure I jf persons to hazardous materials in any form at the Project
site, including but not limited to ashestos, :lsbestos product'i,
PI >I\'chl, lrinated biphel1\'III'CBl (lr mher t< lxic suhst:mces,
9.9 The .-\rchiteu shall have the right to include representa-
t il lns of the design ()f the Project. including photograplls 'If the
L'xtcrior :lI1d il1terior, among Ihe Architect's promotional and
professiol1al 111:lterials, The Architect's materials shall not
include the (h\'l1ers contidential or proprietarv in[(lrm:lIiol1 if
Ihe ()wner h:IS pre\'i(Jlhh' advist:dthe Architect in writing of
7 8141-1987
AlA DOCUMENT 8141' ()\X':"F.R,ARCHITECT ,\GREE,\lE:O;T' FOURTEENTH EDITION' AlA'" . @I<)JF
;!!E ,",,\lERIC,\:" I:"STITl'TF. OF ARCHITECTS, 17,\<; :"E\X' YORK AVENUE, N.w" WASHINGTON, D,C, 2()(IIJ(,
WARNING: Unlicensed photocopying violates U,S, copyright laws and is subject to legal prosecution,
the ~pecilk mformation consH.kreLl bv the Owner to be confi.
dential m proprietaf\', The Olyner ~hall pro~'iLle professional
cTeLlit I'm the :\rchitect on the construction si~n anLl in the pnj.
l1l11tional I1l~Heria1s f(lr the i'mjecl.
ARTICLE 10
PA YMENTS TO THE ARCHITECT
10.1 DIRECT PERSONNEL EXPENSE
10.1.1 Direct Personnel Expense is ddined ~IS the direct
,-abril'S of the Architeet's personnd en~aged on the Project and
the portion of the cost of their mandatol\' and CUStom:ll\' con.
trihutions and henetits related thereto, such ;LS- employment
taxes and other stacutOf\' emplovee henetits, insurance, sick
Ic:~ll'e, holk1a~'s, I'acations, pensions and similar l'<)Illrihulions
and benetits,
10.2 REIMBURSABLE EXPENSES
10.2.1 Reimbursable Expenses are in audition to compensa.
tion for Basic and Additional Services and include expenses
incurred hy the Architect and Architect's employees anu con-
sult:mts in the interest of the Projecl. as identitled in the follow-
il1gClauses, ~
10.2.1.1 Expense of transportation in connection with the
Project~ expenses in connection with authorizeLl out-of.town
lral'e1~ long-distance communications; anu fees paiu for secur-
ing approval of authorities having jurisdicti<)I1 over the Projecl.
See SDecial stioulation. ,
10.2.1.2 Expmse ot reprouuctions, postage and handling ot
Drawings, Specitkations and other documents,
10.2.1.3 If authorized in auvance by the OI\"I1er, expense of
,_wenime work requiring higher than regular rates,
10.2.1.4 Expense of renuerings, models ;md mock-ups requested
bl' the O\\'ner.
10.2.1.5 Expense of additional insurance clJ\'era~e or limits,
inciuding professional liability insurance, requested bl" the
O\\-ner in excess of that nmmallv carrieLl bl' the Architect anLl
A,rchitect's consultants, 9::e SJ;B:ial stipll.atim.
10.2.1.6 Expense of computer-aided design and drafting
equipment lime when used in connection with the I'rojec,t.
10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
10.3.1 :\n initial pal'lnent ~l~ set forth in Par:Jgraph 11.1 is rhe
minimum pal'mem under this Agreem2nt,
10.3.2 Subsequent payments for Basic Sel\'ices shall be mJde
monthlv and, where applicJble, shall be in proportion to ser-
I'ices pert(lrmed wirhin each phase of service, on the ha.-;is set
forth in Suhparawaph 11,2,,2,
10.3.3 IfJnd to the extent that the time initially established in
Suhp:tr:lilJaph 11.).1 of this Agreement is exceeded or extended
through no fault or' the Architecr. compensation for ;ml' ser-
I-ices rendered during rhe additional periou of rime shall he
computed in the manner set t(mh in Subparagraph 11,:\,,2,
10.3.4 \'('hen compensation is hased on :J percenr:Jge or' Con-
,;rruction Cost and any portions of the Project are deleted or
mherwise nor constructed, compensation for those portions of
the Projecr shall he payable to the extent services are per-
f. ;rmed on those portions, in accordance with the schedule set
forth in Subparagraph 11,,2,2, based on (I) the lowest bona tide
hid or negoriated proposal. or (2) if no such bid or proposal is
receil'ed, rhe most recent prelinlinary estim:Jre of Construction
Cost or detailed estimate of Construction Cosr for such por-
tions of the Projecr.
10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL
SERVICES
10.4.1 Pavments on account of rhe Archirect's Addirional
Sen'ices and for Reimbursable Expenses shall be made month'"
upon presentarion of the Architect's statement of sel\'ices ren-
dered or expenses incurred,
10.5 PAYMENTS WITHHELD
10.5.1 :'oJo deducrions shall be made from the Architect's com-
pensation on JCCOUnt of penalty, liquidated damages or other
sums withheld from pavments to contractors, or on account of
the cost of changes in the Work other than those for which the
,-\rchitecr h:l~ been found ro be liable,
10.6 ARCHITECT'S ACCOUNTING RECORDS
10.6.1 Records of Reimbursable Expenses and expenses per-
tJining to Addirional Services and services performed on the
h;t'iis of a multiple of Direct Personnel Expense shall be al'ail-
:Ihle to the Owner or the O\\'ner's authorized represent:nil'e at
lllutuall\' convenient times,
ARTICLE 11
BASIS OF COMPENSATION
The O\\'ner shall compensate the Archi[ect :L'i follows:
11.1 ,-\:\INITIALPAY,\lE:'oJTof NIA Dollars(S NIA
-hall he made upon execution of this ,-\greement and credited to the Olyner's account at tlnal pa\'ment,
11.2 BASIC COMPENSATION
11.2.1 FOR BASIC SERVICES, ;l'i descrihed in ArtiL:ie 2, :1l1d anI' "Iher sen'ic~s included in Article 12 as part of lhsic Ser\'ices, Ihsic
I> lmpensation shall he computed as follo\y,;:
i.,.....:..{ "(lSI-" Iii cuml'eI/StUff,II. il1dlt('1J1,~ sli/'ultJ/cc/ "I11t1.'. IJl/tllI/J!c,,' (0' {'l'rCi'If[tI.I.W.'", Ci/U/lcll.'lIf1JY I,/.lasc.,' If} if ;I/cb 1,{o'lItu/ar lJIl'fbucl... ({ OJnJ/1l'Il.'tuifJlI 1l1}I)~r. /1
1!"".':"UI'1',J
~~ Hun:lrerl Si.xta:n 'fu::us3n:j an::1 00/100 ($216,CXX).00)
AlA DOCUMENT 6141 . 'l\\-~r.I("'\K<:IIITE<:T ..I(;KEDIE~T. FOI.'KTEENTH EDITtON . AlA'" . is, 1')fC
-; :Ie ,",_\IEHI( :,'1,'\ I~,'ITI'I'TE (IF ,1I<<:IIITE<:T5, 1-5" ~E\\' Y( lKK An::s:i '1', "",XX',, ,",'ASHINGTON, D,C. 20'Jll()
B141-1987 8
WARNING: Unlicensed photocopying violates U,S, copyright laws and is subject to legal prosecution,
11.2.2 \Vhere compensauon IS based on a supulated slim or pern:mage of Construction Cost, progress payments for B;LSIC Sernces
in each ph:Lse shall [otal rhe foll{)\Ying pern:ntages of tl1e [oral Ihsic Compensation rX1yable:
I fllser' licltlft/UNlII {1/.la....es lI.... lI!'!J1'fI/,no(t!, J
'TEn
'I\.a1ty
Forty-Five
Five
~
percent ( 10 'X,)
percent ( 20 %)
~chematic Desilo(n Ph~Lse:
Design De\'(:/opment Ph:lse:
Construction Documents PI13se:
Bidding or Negotiation Phase:
C,JI1struL'lion Ph:Lse:
percent (
percent (
percent (
45%)
5%)
20%)
Tntal13asic Compensation:
(me hundred percent ( I 00%)
11.3 COMPENSATION FOR ADDITIONAL SERVICES
11.3.1 FOR PROJECT REPRESENTATION BEYO?\D BASIC SERVICES,:IS described in Paragraph ),2, compensation shall be com-
puted as follows:
r'VA
11.3.2 FOR ADDITIONAL SERVICES Or: TilE ,\RClIITECT. as descrihed in Anicks:l and 12, Olher than (I) Additional ProjeCl
Ikpn:sentation, as descrihed in Paragrapl1 :\,2, ~lI1d (2) sei'\'ices included in Anicle 12 as pan o(Basic Services, hut excluding
sei'\'ices of consultants, compensation sl1:1I1 he l'olllpllted as 1()lIo\\'s:
!/n'l'rJ l){t.,'i..,; f~/ UI/II!Ii.'JlStui"lI. iJiclf{tlillg l"lileS antl/tll" multi/des (~/ I>ir{'(/ /'erSUlIl1l'! HXlh'If.\l'pJr !JriIlClj)clls "J/~/l'IIII'I()yf.'l's. t{llef id(,lIl~ll' /'rilll'ijJllIs tlntl d(l,"s~/r
!"JI!'h~I'(,('''', (/ r('c/lIlred. Ide/tll(l' .~l/('('Uh.: .,'l'ITic('s (u whidJ j1tlrtioiillr JI1d/ulfl.,' "t" (f1m/,(,~/,"lIlifJlI (/j'IJ~I: ~/ IIt.'Ct'S,,'{II:l',)
ChI{)ab:1Lim sl'Blll::e l::as=rl m an h::urly rate as fal.loYs:
Part:n:r
Ass:riate
Ar1:hi. ta:::t
Di:aftirg
CleriCl3J.
l00;hr
75;hr
65;hr
45;hr
25;hr
11.3.3 FOR ADDITIONAL SERVICES OF CONSCL T ANTS, including additional structural, mechanical and electrical engineering
services and those pro,'ided under Subparagraph .:I,,f,19 o[ identitied in Article 12 as pan of Additional Services, a multiple of
Q'E PJint Q'E ('1.1 ) times the amounts billed to the Architect for such st:rvices,
(ldl!lllq)' s/,eciJic Iypes (1' ('(,,,sullallts ill Article I.!. If ret/lIired)
11 .4 REIMBURSABLE EXPENSES
11.4.1 FOR REI.'\IBL:RSABLE EXPENSES, as dt:scribed in Paragraph 10,2, and any other items included in Article 12 as Reimbursable
Expenst:s, :.I multiple of Cl'E p:>int Cl'E 1.1 ) times the expenses incurr,ed 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
I I months of the date hereof. through no f:.!ult of rhe :\rchitecl. extension of the Architect's services beyond that time shall be
c(Jmpt:nsated as provided in Subparagraphs 1 (),,~,.:I and Il.,~,2,
11.5.2 P:I\'menrs are due and payable tva1ty -
.\ Rlf'llflt<' 'Iflrldid
rll r};;}e Hh:'~nce tJgen:of LIt r~~ J~g:uj r(lt~ pf~"[}iliFlg fft nil
(20 ) da~:s from the date of the Architect's in\'()ice,
I Ja:'.' II1'll~r rh~ iA"lliel< ~lllle SAHlI FJt<:Hr intt:r~st lllth~ rutt:: emerl::u bt::!o'n, (,r(
rim", tll rime III tRM flriRcifl't1 ph.:@ 'If F1'lI'in@ff of Ii'll! ,\n:l:litl!!CL
! 1Jl.~'I/r{ raIl' "I inlerest agreed 1l/I(11l (
S:e ~al Stip.1l.atim.
n:..:.ury lull'S tlnd r('l/utreme"l... ulIder the Federal Truth ill I. ending Act, similar s{ale and local consumer crt!c/jt lUll'S (llId other rej.{ulaliruts {II (be (Jtnrer's and Archi.
:'e(l., !JrtllCl/JCI/ !llu<.'t:s (,/ hUS111ess. .hl' lucalirm (~( lhe IJrrjit'd (llIcI t'/.\t'ldl('r(' 'n~ll' CI,(eCl tbe I'ellidily (,/ this IJrflt'isUJII, .'1J('q/ic It.'~al cJckice should he ohlailletl with
"f',~Pt.'l'{ 10 d('/('{Julls (lr m()d~/icrlll(JlIS, tind alsu r(~l!.ardill.l{,. rt.'c/tl1n'mt'1tlS sud, liS U'n/lt.'ll disclusures fir U'{llt'ers.)
9
8141-1987
AlA DOCUMENT e141 . OWNER,ARCHITE(:T AGREE:-.tENT' FOL:RTEENTH EDITION' AIA~ . @19A7
TilE ,\,\lERICA,", INSTIlTTE Or ARCHITECTS, I ~y; NEW YORK AVENUE, N,W, WASHINGTON, D.c' 1()()()()
WARNING: Unlicensed photocopying violates U,S, copyright laws and is subject to legal prosecution,
-'-;
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 descnptions of otber services, identify Additional Sen'ices im:.:.:.Jed witbin Basic Compensation and modifications to the payment and compensation terms
included in tbis Agreement.)"
12.1 l.m] distan:e ~ calls/fCD<ES, an:l mi.1e::g: exfB~ are irctui:rl in tiE fa:
0lt1.:i.m:1 in ~ lL2.1. ~ if in anjurrtim with a site visit to
anJt:lEr cqtatic or project relaterl facility rB:IUire:i l::1{ tiE CW'Er.
12.2 R:pn:du::tims of 6 sets of plans an:l sp:cifiCBtims are irctui:rl in tiE fa: a.1t1:i.m:l
in ~ lL2.1. Adlitiaal a:::pies, if any willl:e billerl in aaDrdan::E with
~ 10.2.1.2.
12.3 B:l.1n::lary arrllEg3l Ie3:riptim of tiE 23.5 llcre tract an:l 'I4-x-Yr-dfllic 9.n:vey an:l
B:l.1n::lary of 23.5 llcre irctu::lirg 10 llcre site. $13,COJ.OO
12.4 Arbitratim is ~ e1irrd.nat:Erl in its entirety. All c1airrs, disp..rt:.es arrl ot:rer
rratters in qLEStim l::Etv.e:n tiE CMrer an:l tiE Archite:::t arisinJ rnt of or re1atin.;J
to tiE 19rI::t:m::ut., or tiE brEsch tlEraJf, shill l:e d3:id:rl in tiE &Jt:erior O:mt of
RLdtn:Irl Chnty, GaJrgia. 'llE Ard1ite:::t, l::1{ exa:utinJ this 19re2uaIt sp:cifically
a:ns:nts to ~ in Ridm:rrl Chmty an:l waives any right to a:nt:est tiE '\Ia1lE in
tiE &Jt:erior Cb.n:t of Ric:hrarl Chmty, CaJrgia.
All CIIIII1lr1i.catims to Ard1i te:::t shill l:e c:li..re:terl to ViJ:.1;p Carbill Archi ta:ts, an:l
all a:rmunicatialS to CMrer fran Ard1ite:::t shill l:e cB:rrerl to l:e fron arrl m l::em1f
of Virg:> G3nbill Ard1ita:ts. It is tiE int:a1t of this 19r=II:1IL tlBt ViJ:.1;p G3nbill
Ard1ita:ts sh3.ll l:e tiE repres:ntative of tiE Archite:::t to wlnn CMrer stall dira::t
all a:rmunicatialS an:l up:n wh:m CMrer can rely to l:e actinJ m l::em1f of tiE
Ard1i te:::t.
This Agreement entered into as of the day and year first written above.
A'ITISI':
ARCHITECT
~Cp~~
, (Signature)
~.
~.I
~
This doeulllenllpproved II
~C~~~
CAUTION: You snouid. .. y 'ang~na? AlA document which has this caution ri ed in red.
An original assures that changes willnot be obscured as may occur when documents are reproduced.
,AlA DOCUMENT 8141 . OWNER-ARCHITECT AGREEMENT' FOURTEENTH EDITION' AlA'" . @1987
THE AMERICAN INSTITUTE OF ARCHtTECTS, 1735.NEW YORK,AVENUE, N,W" WASHINGTON, D,C, 20006
8141.1987 10
WARNING: Unlicensed photocopying violates U,S. copyrtghtlaws and Is subject'to legal prosecution. '
/
/: ,,-
v.:~ :.... p. ..,
;,... .
'"
2.6.5
2.6.6
3.3.6
3.4.10
3.4.16
5.2.5
10.2.1.1
10.2.1.5
11. 5 .2
.
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.
Add: 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 provided herein,
performed in accordance with the exercise of reasonable and
ordinary care.
Add: "except as a result of the failure of the Architect to
have discovered same in an on-site inspection, as provided
herein, performed in accordance with the exercise of
reasonable and ordinary care."
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.
Architect shall'provide as a part of the Basic Services two
(2) sets of "R~cord Drawings" indicating significant changes
to the project. '
Add: "subject to the provisions of Article 8."
Any other authorized travel shall be reimbursed to 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.
Architect, as a part of the Basic Services agrees to provide
professional liability insurance with limits of at least One
Million ($l,OOO,OOO.OO) dollars.
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
provision of this Agreement is inconsistent with any provision
of the Prompt Pay Act, the provision of this Agreement shall
control.