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HomeMy Public PortalAboutr 97:278No._.~-278 Date ofAdoptlonSEPT. 4, 1997 PROFESSIONAL SERVICES CONTRACT FOR ARCHITECTURAL SERVICES WI-~;REAS, there exists a need for architectural services in connection with the conversion of a supermarket to library; and WHEREAS, architectural services are professional services exempt tSom the requirements of competitive bidding pursuant to N.J.S.A. 40A:5-(1 ); and WHEREAS, the Local finance Officer has certified that funds ar~ available. NOW, THEREFORE, BE IT P~SOLVED that tile Mayor and Council of the borough of Caneret do~s hereby approve thc appointment of Potter Architects al a maximum cost not to exceed $100.000 billable per attached contract. BE IT FURTHER RESOLVED that thc Mayor and Borough Clcrk arc hereby authorized to execute said contract. H' IS FURTHER RESOLVED that tile contract is awarded without competitive bids in accordance with N J.S.A. 40A:l 1-5 (1) (a) due to the specialized and professional nature of the services provided. BE IT FURTHER RESOLVED that notice of this action shall be published in The ltonte News & %ibune on September. 0.9_, 1997. Adopted this 4th day of September, 1997 and certified aa e true copy of the original on September 5, 1997. KATHLEEN M. BARNEY, Municipal Clerk [COUU(:iiT~AU_.~ .. .... . .... "-- BI~I,OWARCZIJ K FAZEKAS . ~uPONT FE[NOOLD ~ - Indlclt~ Vote AB - Absont ~. Nolyoting XOR - Indieate~ Vote to Owrmle Velo Adopted at a,neetlng of,h, Mmficlpa, Council ~. ~-~ MIIDDLES EX COUNTY KATNLEEN Mo B~R~EY MUNICIEAL CLEP~." 54 T-49B9 Date: Sep~er 4, 1997 TO: Patrick DeBlasio, Treasurer Borough of Carteret REQUEST FOR CERTIFICATION OF AVAILABLE FUNDS: For: Potter Architects Resolution {~7-278 Name of Account: AMOUNT TO BE ENCUMBERED: Mmw~n~n Cost Not to Exceed $100,000.00 Municipal Clerk CERTIFICATION OF. AVAILABILITY OF FUNDS I, Treasurer of the Borough of Carteret, do hereby certify that there are sufficient funds available in the current budget to enable the Municipal Council to authorize the entering into a Contract between the Borough of Carteret and: The funds available for this contract are in the Budget, in the account of: in the amount of' (o ~/.,~o- By this certification, I have hereby encumbered the above named account for the amount of the contract pending Council action. Patr~k DeBlasio, Treasurer Affidavit of Publication State of New Jersey ss. MONMOUTH COUNTY ,,': Personally appeared PAT HENEGHAN of The Home News & Tribune, a newspaper printed In Fr~hold, NJ and pu~lls~ Ih NE~UNE, In ~ald County and 5tare, who Oelng ~uly sworn, aeposet~ and salt~ ~Qat t~e advertisement of w~lch the annexe~ Is a true copy, has been puOllshe~ In the sa i (ONE) times, once In each Issue, as follows 9/09/97, NOTARY PUBLIC OF NEW JERSEY MY COMMiSSiON EXPIRES FEB. 14, 2000 Sworn and subscrlbed~efore me this ~~~ ~ 9th day of September, A.D,, 1~7 Notary ~blic of New ~sey ~UGH OF CAR~R~ NOTICE ~ ~NTRA~ ~W&RDED ~e ~O~U~h pf ~art. et h .... N J ~.*. ~;li 5 ¢1~ (a ~hJs cogent ao~ thC Awarded to PO~ER ARCHITECTS Services ARCHITECTURAL SERVICES Cost NOT TO EXCEED 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 BLUEPR~: lO sets of Blueprints incl,,~d tn~r Basic Services. Additional Blueprinting shall be charged at a rate of $3.00 per print. 10 sets of Specification Booklets included ui~or Basic Services. b~lditional Specification Booklets shall be charged at the rate of $50.00 per booklet. This Agreement entered into as of the day and year first written above. OWNER "' '~ (Signature) ~,/ ( date ) ( date ) Mayor, BorouKh of Cart~.et~ N.3. 07008 Richard T. Potter, R.A., A.I.A. (Printed name and title) (Frinted name and title) CAUTION: You should sign an original AIA document which has this caution printed in red. An original assures that changes will not be obscured as may occur when documents are reproduced. AIA OOCUMENT B141 * OWNER ARCHITECT AGREEMENT · FOURTEENTH EDITION * ALA® * 01987 B141-1987 10 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W, WASHINGTON, D.C 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and Is subject to legal prosecution. I TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE t. schedule or construction budget, the Architect sball prepare, for approval by the Owner, Design Development Documents ARCHITECT'S RESPONSIBILITIES consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc 1.1 ARCHITECT'S SERVICES tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. formed by the Architect, Architect's employees and Architect's 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement to the preliminary estimate of Construction Cost. and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi 2.4 CONSTRUCTION DOCUMENTS PHASE tiously as is consistent with professional skill and care and the orderly progress of the Work, Upon request of the Owner, thc 2.4.1 Based on the approved Design Development Docu Architect shall submit for the Owner's approval a schedule for ments and any further adjustments in the scope or quality of the performance of the Architect's services which may be the Project or in the construction budget authorized by the adjusted as the Project proceeds, and shall include allowances Owner, the Architect shall prepare, for approval by the Owner, for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specifica- approval of submissions by authorities having iurisdiction over tions setting forth in detail the requirements for the construe- the Project. Time limits established by tbis schedule approved tion of the Project. by the Owner shall not, except for reasonable cause, be exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- 1.1.3 The services covered by this Agreement are subject to tions of the Contract, and the form of Agreement between the the time limitations contained in Subparagraph 11.5.1. Owner and Contractor. 2.4.3 The Architect shal adv se the Owner of anY adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- SCOPE OF ARCHITECT'S BASIC SERVICES cared by changes in requirements or general market conditions. 2.4.4 The Architect sball assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal struc- tural, mechanical and electrical engineering services. 2.5 BIDDING OR NEGOTIATION PHASE 2.2 SCHEMATIC DESIGN PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. Owner. 2.2.2 The Arcbitect shall provide a preliminary evaluation of 2.6 CONSTRUCTION PHASE--ADMINISTRATION the Owner's program, scbedule and construction budget OF THE CONSTRUCTION CONTRACT requirements, each in terms of the other, subject to the limita- tions set forth in Subparagraph 5.2.1. 2.6.1 T ~e Arc ~ ect's rcsponsthility to provide Basic Services 2.2.3 The Architect shall review with the Owner alternative with the award of the Contract lbr Construction and tcrmi approaches to design and construction of the Project. nates at the earlier of the issuance to the Owner of the final Certificate fur Payment or 60 d:p,s after tbc date of Substan- 2.2.4 Based on the mutually agreed upon program, schedule and construction budget requirements, the Architect shall tial Completion of the prepare, fur approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con- merits consisting of drawings and other documents illustrating tract for Construction as set forth below and in the edition of the scale and relationship of Project components. AIA Document A201, General Conditions of the Contract for 2.2.6 The Architect shall submit to the Owner a preliminary Construction, current as of the date of this Agreement, unless estimate of Construction Cost based on current area, volume or otherwise provided in this Agreement. other unit costs. 2.6.3 Duties, rcsponsthilities and limitations of authority of the Architect shall not be restricted, modified or extended without 2.3 DESIGN DEVELOPMENT PHASE written agreement of the Owner and Architect with consent of 2.3.1 Based on the approved Schematic Design EXocuments the Contractor, which consent shall not be unreasonably and any adjustments authorized by the Owner in the progran~, withheld. 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work, (2) reviewed construction means, meth- and consult with the Owner (1) during construction until final ods, techniques, sequences or procedures, (3) reviewed copies payment to the Contractor is due, and (2) as ail Additional Set of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time to time <luring the cot pliers and other data requested by the Owner to substa~tiate rection period described in the Contract for Construction. The the Contractor's right to payment or (4) ascertained how or for Architect shall have authority to act on behalf of the Ow-ncr what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise on account of the Contract Sum, modified by written instrument, 2.6.11 The Architect shall have authority to reject Work which 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa Owner and Architect in writing to become generally fanliliar tion of the intent of the Contract Documents, the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu ncr indicating that the Work when completed will be in accor ments, whether or not such Work is fabricated, installed or dance with the Contract Documents. However, the Architect completed. However, neither this authority of the Architect nor shall not be required to make exhaustive or continuous on-site a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On cisc such authority shall give rise to a duty or responsibility of the basis of on-site observations as an architect, the A~chitect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per the Work, and shall endeavor to guard the Owner against sons performing portions of the Work defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as 2.6.12 The Architect shall review and approve or take other described in Paragraph 3.2.) appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited 2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given and shall not be responsible for construction means, methods, and the design concept expressed in the Contract Documents. techniques, sequences or procedures, or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these arc promptness as to cause no delay in the Work or in thc con- solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors, while allow Construction. The Architect shall not be responsible for the lng sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carD' out the Work in accor- permit adequate review. Review of such submittals is not con dance with the Contract Documents. The Architect shall not ductcd for the purpose of determining the accuracy and eom- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or tor, Subcontractors, or their agents or employees, or of any fi)r substantiating instructions for installation or performance of other persons perfi>rming portions of tfie Work. equipment or systems designed by the Contractor, all of whicfi remain the responsibility of the Contractor to tile extent 2.$.'/ Tile Architect shall at ~1 times have access to the Work required by the Contract Documents. The Architect's review wherever it is in preparation or progress, shall not constitute approval of safety precautions or, unless otherwise specifically stated by tile Arcfiitect, of construction 2.$.8 Except as may otherwise be provided in the Contract memos, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate cially authorized, the Owner and Contractor shall communicate approvM of an assembly of which the item is a component. through the Architect. Communications by and with the Archi When professional certification of performance characteristics tect's consultants shall be through the Architect. of materials, systems or equipment is required by tile Contract Documents, the Architect shall be entitled to rely upon such 2.6.9 Based on the Architect's obsep.,ations and evaluations of certification to establish tfiat the materials, systems or equip- tile Contractor's Applications for Payment, tile Architect shall ment will meet the performance criteria required by the Con- review alld certify the amounts due the Contractor. tract Documents. ~'.6.10 The Architect's certification for payment shall consti- 2.6.13 The Architect shall prepare Change Orders and Con- tute a representation to tile Owner, based on the Architect's struction Change Directives, with supporting documentation observafions at the site as provided in Subparagraph 2.6.5 and and data if deemed necessary by the Architect as provided in on tile data comprising tfie Contractor's Application fi;r Pay Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and mcnt, tbat, to the best of the Architect's knowledge, informa execution in accordance with the Contract Documents, and tion and belief, the Work has progressed to the point indicated may authorize minor changes in tile Work not involving an and the quality of Work is in accordance with tile Contract adjustment in tile Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- 2.8.~4 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final cific qualifications expressed by the Architect. The issuaance of a completion, shall receive mad forward to the Owner for the Certificate for Payment shall further constitute a representation Owner's review and records written warranfies and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fled. However, the issuance of a Certificate for Payment shall bled by the Contractor, and shall issue a final Certificate for Pay not be a representation that the Architect has (1) made exhaus- merit upon compliance with the requirements of the Contract rive or continuous on-site inspections to check the quality or Documents, ~.l~ ~O~UM~NT B141 * OWNER-ARCHITECT AGREEMENT · FOURTEENTH EDITION · AIA® * ©1987 ~ [~1 41-1 9~ 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, 2.6.15 The Architect shall interpret and decide matters con- 3.2.3 Through the observations by such Project Represen- cerning performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work, either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not such requests shall be made with reasonable promptness and modify the rights, responsibilities or obligations of the Architect within anT' time limits agreed upon. as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the 3.3 CONTINGENT ADDITIONAL SERVICES Contract Documents and shall be in writing or in the form of 3.3.1 Making revisions in Drawings, Specifications or ofi~er drawings. When making such interpretations and initial deci documents when such revisions are: sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality .1 inconsistent with approvals or instructions previously to either, and shall not be liable for results of interpretations or given by the Owner, including revisions made neces decisions so rendered in good faith, sary by adjustments in the Owner's program or Proj- 2.6.17 Tine Architect's decisions on matters relating to aesthe- ect budget; tic effect shall be final if consistent with the intent expressed in .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such the Contract Docmnents. documents; or 2.6.16 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail tion between the Owner and Contractor relating to the execu ure to render decisions in a timely manner. tion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, qual- 2.6.19 Tbe Architect's decisions on clain~s, disputes or other ity, complexity, the Owner's schedule, or the method of bid- matters, including those in question between the Owner and ding or negotiating and contracting for construction, except fi, r Contractor, except for those relating to aesthetic effect as pro- services required under Subparagraph 5.2.5. vided in Subparagraph 2.6.17, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Cbange ARTICLE 3 Orders and Construction Change Directives. ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation 3.1 GENERAL resulting therefrom. 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall 3.3.5 Providing consultation concerning replacement of Work be paid for by the Owner as provided in this Agreement, in damaged By fire or other cause during construction, and fur- addition to the compensation for Basic Services. The services nisbing services required in connection with the replacement described under Paragraphs 3.2 and 3 4 sba I only be provided of such Work. if authorized or confirmed in writing by the Owner. If services 3.3.6 Providing services made necessary, by the default of the described under Contingent Additional Services in Paragraph Contractor, by major defects or deficiencies in the Work of the 3.3 are required due to circumstances beyond the Architect's Contractor, or by failure of performance of either the Owner or control, the Architect shall notify tbe Owner prior to com- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner 3.3.7 Providing services in evaluating an extensive number of shall give prompt written notice to the Architect. if the Owner claims submitted by tbe Contractor or others in connection indicates in writing that all or part of such Contingent Addi witb the Work. tionalServices are not required, theArchitect slmllbave no obli- 3.3.6 Providing services in connection with a public hearing, gation to provide those services, arbitration proceeding or legal proceeding except where the 3.2 PROJECT REPRESENTATION BEYOND BASIC Architect is party thereto. SERVICES 3.3.9 Preparing documents for alternate, separate or sequential 3.2.1 If more extensive representation at the site than is bids or providing services in connection with bidding, negotia- tion or constFuction prior to thc completion of tbe Construe described in Subparagraph 2.6.5 is required, tbe Architect shall tion Documents Phase. provide one or more Project Representatives to assist in carD' ing out such additional on site responsibilities. 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen 3.4.1 Providing analyses of the Owner's needs and program- sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project. duties, responsibilities and linfitatkms of authority of Projccl 3.4.2 Providing financial feasibility or other special studies. Representatives shall be as described in the edition of AIA DocumcmB352currentasoftbedateofthisAgreemem, unless 3.4.3 Providing planning surveys, site evaluations or corn otberwise agreed, p;trative studies of prospective sites. AIA DOCUMENT 1~141 · OWNER-ARCHITECT AGREEMENT · FOURTEENTH EDITION * AIA® · @1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, DC 20006 B141-1987 4 WARNING: Unlicensed photocopying violates U.S, copyright laws and is subject to legal prosecution. 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for submissions required for approvals of governmental authorities the Project, including the Construction Cost, the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 3.4.$ Providing services relative to future facilities, systetlls 4.3 if requested by the Architect, the Owner shall furnish evi and equipzxient, dence that financial arrangements have been made to fulfill the 3.4.6 Providing services to investigate existing conditions or Owner's obligations under this Agreement. facilities or to make measured drawings thereof. 4.4 The Owner shall designate a representative authorized to 3.4.? Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project, The other information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly sepacate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. nation of services required in connection with construction performed and equipment supplied by thc Owner. 4.$ The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site 3.4.0 Providing services in connection with thc work of a con- of the Project, and a written legal description of the site. The strucfion manager or separate consultants retained by the surveys a~d leg;il infurmation shall include, as applicable, Owner. grades and lines of streets, alleys, pavements and adjoining 3.4.10 Providing detailed esfimates of Construction Cost, property and st~ctures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restric 3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site; locations, dim£n- material, equipment and labor, sions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available ."4.4.1~ Providing analyses of owning and operating costs, utility services and lines, both public and private, above and 3.4.13 Providing interior design and other similar services below grade, including inverts and depths. All the information required for or in connection with the selection, procurement on the survey shall be referet~ced to a Project benchmark. or installation of furniture, furnishings and related equipment, 4.8 The Owner shall furnish the services of geotcchnical engi 3.4.14 Providing services for planning tenant or rental spaces, ricers when such services arc requested by the Architect. Such 3.4,15 Makhqg L~vestigations, inventories of materials or equip services may include but are not limited to test borings, test ment, or valuatior~s and detailed apptatsals of e.-dsthag thci~ties pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resis 3.4.16 Preparing a set of reproducible record drawings show tivity tests, including necessary operations for anticipating sub- ing significant changes in the Work made during constructk)n soil conditions, with reports and appropriate professional based on marked up prints, drawings and other data furnished recommendations, by the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing, adjusting and balancing, preparation of of the Project and are requested by the Architect, operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 4.'/ The Owner shall furnish sti~lctuval, mechanical, chemical, air and water pollution tests, tests for hazardous t~aterials, and 3.4.18 Providing services after issuance to the Owner of the other laboratory and environmental tests, inspections and final Certificate for Payment, or in the absence of a final Get- reports required by law or the Contract Documents, tificate for Payment, more than 60 days after the date of Sub- stantial Complefion of the Work. 4.8 The Owner shall furnish all legal, accounting and insuPance 3.4.1g Providing services of consultants for other than archi- counseling services as may be necessary at an5r t~r~e for the tectural, structural, mechanical oa~d electrical engineering por Project, including auditing services the Owner may require to tions of the Project provided as a part of Basic Services. verify the Contractor's Appl cat ( ns for Payment or to ascertain how or for what purposes the Contractor has used the money 3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner, this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 4.9 The services, information, su~eys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof, ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications requirements for the Project, including a program which shall requested of the ~rchitect or Architect's consultants shall be set forth the Owner's objectives, schedule, constraints and cfi submitted to the Architect tbr review and approval at least 14 teria, including space requirements and relationships, flexi days prior to execution. The Owner shall not request certifica- bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the requirements, scope of this Agreement, AIA DOCUMENT B14t * OWNER ARCHITECT AGREEMENT · FOURTEENTH EDITION · AIA® · ~)1987 5 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW, WASHINGTON, DC 20004~ WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. ARTICLE 5 .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or CONSTRUCTION COST .4 cooperate in revising the Project scope and quality as 5.1 DEFINITION required to reduce the Construction (:()st. 5.2.5 If the Owner cbooses to proceed undi-r Clause 5.2.4.4, 5.1.1 The Construction Cost shall be the total cost or esti the Architect, without additional charge, shall modil~' tbe Con mated cost to tile Owner of all elements of the Project designed tract Documents as necessary to comply with the fixed limit, if or specified by thc Architect. established as a condition of this Agreement. The modification 5.1.2 The Construction Cost shall include thc cost at current of Contract Documents shall be the gmit of the Architect's market rates of labor and materials furnished by the Owner and responsibility arising out of the establishment of a fixed limit, equipment designed, specified, selected or specially provided The Architect shall be entitled to compensation in accordance for by the Mchitect, plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tractor's overhead and profit. In addition, a reasonable allow the Construction Phase is commenced. anco for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants, the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights-of way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 6.1 The Drawings, Specifications and other documents pre- pared by the Architect for tbis Project are instruments of the 5.2 RESPONSIBILITY FOR CONSTRUCTION COST Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget, preliminary and, unless otherwise provided, the Architect shall be deemed estimates of Construction Cost and detailed estin~atcs of Con the author of these documents and shall retain all common law, struction Cost, if any, prepared by the Architect, represent the statutory and other reserved rights, including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies, including repro the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Specifications and ther the Architect nor tbe Owner has control over the cost of other documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project. The Archi of determining bid prices, or over competitive bidding, market tcct's Drawings, Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects, for additions to and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless will not vary from the Owner's Project budget or from any tbe Architect is adjudged to be in default under this Agreement, estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect. sation to the Architect. 5.2.2 No fixed limit of Construction Cost shall be established 6.2 Submission or distribution of documents to meet official as a condition of this Agreement by the furnishing, proposal or regulatory requirements or for similar purposes in connection establishment of a Project budget, unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto. If tion of the Architect's reserved rights. such a fixed limit has been established, the Architect sball be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, corn ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in ARTICLE 7 the scope of the Project and to include in the Contract Docu ARBITRATION meats alternate bids to adjust the Construction Cost to thc fixed limit. FLxed limits, if any, shall be increased in the amount of an 7.1 Claims, disputes or other matters in question between the increase in the Contract Sum occurring after execution of the parties to this Agreement arising out of or relating to this Agree- Contract for Construction. ment or breach thereof sball be subiect to and decided by arbi- 5.2.3 If the Bidding or Negotiation Phase has not commenced tration in accordance with the Construction Industry Arbitra- within 90 days after the Architect submits the Construction tion Rules of the American Arbitration Association currently in Documents to the Owner, any Project budget or fixed limit of effect unless the parties mutually agree otherwise, Construction Cost shall be adjusted to reflect changes in the 7.2 Demand for arbitration shall be filed in writing with the general level of prices in the construction industry between the other party to this Agreement and with the American Arbitra- date of submission of the Construction Documents to the tion Association. A demand for arbitration shall be made within Owner and the date on which proposals are sought, a reasonable time after the claim, dispute or other matter in 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- question has arisen. In no event shall the demand for arbitration vided in Subparagraph 5.2.3) is exceeded by the lowest bona be made after the date when institution of legal or equitable fide bid or negotiated proposal, tile Owner shall: proceedings based on such elaine, dispute or other matter in .1 give written approval of an increase in such fixed question would be barred by the applicable statutes oflimitations. limit; 7.3 No arbitration arising out of or relating to this Agreement .2 authorize rebidding or renegotiating of the Project shall include, by consolidation, joinder or in any other manner, within a reasonable time; an additional person or entity not a party to this Agreement, THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C 20006 B141-1987 except by written consent containing a specific reference to .2 Ten percent of the total compensation for Basic and this Agreement signed by the Owner, Architect, and any other Additional Services earned to date if termination person or entity sought to be joined. Consent to arbitration occurs during the Design Development Phase; or involving an additional person or entity shall not constitute .8 Five percent of the total compensation for Basic and consent to arbitration of any claim, dispute or other matter in Additional Services earned to date if ternlination question not described in the written consent or with a person occurs during any subsequent phase. or entity not nan~ed or described therein. The foregoing agree cnent to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance ARTICLE 9 with applicable law in any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS 7.4 The award rendered by the arbitrator or arbitrators shall be final, mhd judgment may be entered upon it in accordance with 9.1 Unless otherwise provided, this Agreement shall be gov- erned by the law of the principal place of business of the applicable law in any court having jurisdiction thereof. Architect. ~}.2 Terms in this Agreement shall have the same mea~ing as those in AIA Document A201, General Conditions of the Con ARTICLE 8 tract for Construction, current a~s of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement 8.1 This Agreement may be terminated by either party upon pertaining to acts or failures to act shall be deemed to have not ess than seven days' written notice should the other party accrued mrd the applicable statutes of limitations shall corn- fall substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Corn- Agreement through no fault of the party initiating the termination, pletinn for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for set- Completion, vices performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equi ~.4 The Owner and Architect waive all rights against each tably adjusted to provide for expenses incurred in the interrup- other and against the contractors, consultants, agents and tion and resumption of the Architect's services, employees of the other for damages, but only to the extent cov- ered by property insurance during construction, except such ~.8 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set not less than seven days' written notice to the Architect in the forth in the edition of AlA Document A201, General Conditions event that the Project is permanently abandoned. If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement. Thc Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for terminatinn, sots, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner f~tils to make payment when due the Archi Architect shall assign this Agreement without the written con tect for services and expenses, the Architect may, upnn seven sent of the other. days' written notice to the Owner, suspend perforn~ance of ser- vices under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- by the Architect within seven days of the date of the notice, the ment between the Owner and Architect and supersedes all suspension shall take effect without f~:rther notice. In the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written to the Owner for delay or dan~age caused the Owner because instrument signed by both Owner a[~d Architect, of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac $.6 in the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall be compensated for services performed prior party against either the Owner or Architect, to terminatinn, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement, the Architect and all Termination Expenses as defined in Paragraph 8.7. and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence, handling, removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to ha?ardous materials in any form at the Project directly attributable to termination. Termination Expenses shall site, includi~qg but not litrdted to asbestos, ~sbestos products, be computed as a percentage of the total compensation for polychlo~rated biphenyl (PCB) or other toxic substances. Basic Services and Additional Services earned to the time of ter- mination, as follows: ~.~ ]'he Architect shall have the right to include representa tions of the design of the Project, including photographs of the .1 Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional a~d and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign, site analysis, or include the Owner's confidential or proprietary information if Schematic Design Phases; or the Owner has previously advised the Architect in writing of AIA DOCUMENT B141 * OWNER ARCHITECT AGREEMENT · FOURTEENTH EDITION · AIA® · ©1987 7 B141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, DC. 20006 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. the specific information considered by the Owner to be confi 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign mid in the pro- 10.3.1 An initial payment as set forth in Paragraph 1 1.1 is the motional materials for the Project. minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to set ARTICLE 10 vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially estabIlshed in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11.5.1 of this Agreement i,s exceeded or extended through no fault of the Architect, compensation for any set 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the addition'.fl period of time shall be salaries of the Architect's personnel engaged on the Project and cotnputed in the manner set forth in Subparagraph 11.3.2. the portion of the cost of their mandatory and customary con- tributions and benefits related thereto, such as etnployment 10.3.4 When compensation is based on a percentage of Con- tmxes and other statutory etnployee benefits, insurm~ce, sick struction Cost and any portions of the Project are deleted or leave, holidays, vacations, pensions and similar contributkms otherwise not constructed, compensation for those portions of and benefits, the Project shall be payable to the extent services are per formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2, based on (1) the lowest bona fide 10.2 REIMBURSABLE EXPENSES bid or negotiated proposal, or (2) if no such bid or proposal is 10.2.1 Reimbursable Expenses are in addition to compensa- received, the most recent preIiminary estimate of Construction tion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such-pot incurred by the Architect and Architect's employees and con- tions of the Project, sultants in the interest of the Project, as identified in the follow 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL lng Clauses. SERVICES 10.2,1.1 Expense of transportation in connection with the 10.4.1 Payments on account of tfie Architect's Additional Project; expenses in connection with autborized out-of-town Services and for Reimbursable Expenses shall be made monthly travel; long-distance communications; and fees paid for secur- upon presentation of the Architect's statement of services ten- lng approval of authorities having jurisdiction over the Project. dered or expenses incurred. 10,2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD Drawings, Specifications and other documents. 10.5.1 No deductions shall be made from the Architect's com- 10.2.1.3 If authorized in advance by the Owner, expense of pensatinn on account of penalty,, liquidated damages or other overtime work requiring higher than regular rates, sums withheld from payments to contractors, or on account of 10.2.1.4 Expense of renderh~gs, models and mock ups requested the cost of changes in the Work other than those for which the by the Owner. Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and 10.E.1 Records of Rein~bursable Expenses and expenses per- Architect's consultants, raining to Additional Services and services perfi)rmed on the basis of a multiple of Direct Personnel Expense shall be avail- 10.2.1.6 -~x-p~nse-.-of---c~mpu-~-aide~--dcsig~-m'M-dc~t-a~g able to the Owner or the Owner's authorized representative at equipment- ~h~ne-vehevt ~ased- in-ee~mvc~-~it4q-the-~ojee~- mutually convenient tinles. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of Dollars ($ . shall be made upon execution of this Agreement and credited to tile Owner's account at final payment. 11.2 BASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation stall be computed as follows: Compensation shall be based on ten (10%) percent of construction costs and/or bids received, based on scope of services and budget, in accordance with Article 10.3. 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert addihonal phases as appropriate) Schematic Design Phase: percent ( %) Design Devdopment Phase: (up through preliminary approval) percent (20 %) Construction Documents Phase: (up through final approval) percent(30 %) BiddingorNegotiationPhase: (up through receipt of bids) percent(20 %) ConstructionPhzse: (up through completion of construction) percent(30 %) Total Basic Compensation: one hundred percent (1 O0 % ) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, ;ks described in Paragraph 3,2, compensation shall bc corn puted as follows: Principal Architect $ 135.00/~our Associates $ ll0.00/hour Drafting/Computer Aided Design $ 65.00/hour Secretarial $ 45.00/hour 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCIIITECT, ;is described in Articles 3 and 12, otber that] (1) Additional Project Reprcsentamm, as described in Paragraph 32 attd (2) services included in Article 12 as part of Basic Serxrices, but excluding See 11.3.1. 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of ...... 1.2 ....... ~- ..... _~ tinnes the anlounts billed to the Architect for such services. 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 10.2 mid any other items nc uded in Article 12 as Reimbursable Expenses, a multiple of ....... 1.2 ............ (- .... ) trines the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project. 11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within .... twelve .......... ( -- 12---) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 a2~d 11.3.2. 11.$.2 Payments are due and payable ....... thirty ...... -~ --30-) days from the date of the Architect's invoice. Amounts unpaid ( ) days after the invoice date shall be-ar interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to tinge at the principal pIace of business of the Architect. 9 B141-1987 · INSTRUCTION SHEET FOR AIA DOCUMENT B141, STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT-- 1987 EDITION A. GENERAL INFORMATION 1. PUI~KNm AIA Document B141 is a standard form of agreement between Owner and Architect intended for use on construction projects where services are based on the customary five phases: Schematic Design, Design Development, Construction Documents, Bidding or Negotiation, and Construction. 2. RMIted Documents B141 is intended to be used in conjunction with AIA Document A201, General Conditions of the Contract for Construction, which it incorporates by reference. It can be used with Architect-Consultant agreements such as AIA Documents C 141, C 142, C 161, C431 or C727. Other ?A Owner-Architect ,A4greements available for use in connection with customary services or in special circumstances include: B141/CM Owner-Archirect A~reement, Construction Mana~gement Edition B 151 Abbreviated Owner-Architect Agreement for Projects of Limited Scope B161 Owner-Architect A~reement for Designated Services BI61/CM Owner-Architect Agreement for Designated Services, Construction Management Edition B162 Scope of Designated Services (to be used in conjunction with BI61 or B161/CM) B171 Interior Design Services Agreement B177 Abbreviated Interior Design Services Agreement B181 Owner-Architect Agreement for Housing Services B727 Owner-Architect A~reement for Special Services BS01 Owner-Construction Manager Agreement B901 Design/Builder-Architect Agreement 3. Altdtm~on This document incorporates ARBITRATION by adoption of the Construction Industry Arbitration Rules of the American Arbitration Association. Arbitration is BINDING AND MANDATORY in most ~tates and under the federal Arbitration Act. In a minority of states, arbitration provisions renting to foture disputes are not enforceable, but arbitration is enforceable if agreed to after the dispute arises. A few states require that the contracting parties be espeeially notified that the written comract contains an arbitration provi- sion by: a warning on the face of the document, specific placement of the arbitration provision within the document or specific discussions among the parties prior to signIng the document. Arbitration provisions have been included in most AIA contract forms since 1888 in order to encourage alternative dispute resolu- tion procedures and to provide users of AIA documents with legally enforceable arbitration provisions when the parties choose to adopt arbitration into their contract. Individuals may, however, choose to delete the arbitration provisions based upon their business decisions with the advice of counsel. To obtain a copy of the Construction Industry Arbitration Rules, write the American Arbitration Association, 140 West 51st Street, New York, NY 10020. 4. Uae of Non-AIA Fomm If a combination of AIA documents and non-MA documents is to be used, particular care must be taken to achieve consistency of language and intent. Certain owners require the use of owner-architect agreements and other contract forms which they prepare. Such forms should be carefully compared to the standard AIA forms for which they are being substituted before execution of an agreement. If there are any significant omissions, additions or variances from the terms of the related standard AIA forms, both legal and insurance counsel should be consulted. Of particular concern is the need for co~lsistency between the Owner-Architect Agree- ment and the anticipated General Conditions of the Contract for Construction in the delineation of the Architect's Construction Phase services and responsibilities. 5. Letter Fom~ of Agreement Letter forms of agreement are generally discouraged by the AIA, as is the performance of a part or the whole of professional services based on oral agreements or understandings. The standard AIA agreement forms have been developed through more than seventy- five years' of experience and have been tested repeatedly in the courts. In addition, the standard forms have been carefully coor- dinated with other AIA documents. Prior to using any AIA document, the user should consult the ALA, an AIA component chapter or a current AIA Documents Price List to determine the current edition of each document. ?. Limited LJcen.e for Reproduction MA Document B141 is a copyrighted work and may not be reproduced or excerpted from in substantial part without the express written permission of the MA. The B141 document is intended to be used as a consumable--that is, the original document pur- chased by the user is intended to be consumed in the course of being used. There is no implied permission to reproduce this docu: ment, nor does membership in The American Institute of Architects confer any f~rther fights to reproduce them. A limited license is hereby granted to retail purchasers to reproduce a maximum of ten copies of a completed or executed B141, but only for use in connection with a particular Project. Further reproductions are prohibited without the express written permission of the AIA. B. CHANGES FROM THE PREVIOUS EDITION 1. Format Change~ Former Article1, Architect' 's Servtces' and Responsibilities,'" ' has been subdivided into three new articles. All provisions dealing with payments to the Architect, including Direct Personnel Expense, Reimbursable Expenses and Architect's Accounting Records, have been consolidated and moved to the end of the document. 2. Changes In Content The 1987 edition of B 14 ! has been revised to reflect changes made in the 1987 edition of AIA Document A201, General Conditions of the Contract for Construction. The following changes in content have been made on the recommendation of owners, AIA mem- bers, committees and the AIA board of directors. Article 2: Scope of Architect',, Ba~c Se{vices SubparagrapIm 2.2.4, 2.3.2 ~md 2.4.3 Thetenn StatementofProbableConstruct]onCost has been changed to preliminary estimatc of Construct on Cost tosimplify the terminology of the document. Subparagraph 2.6.5 New language hag been added to indicate that thc Architect's on-site visits are for the purpose of determining that the Work, when completed, will be in accordance with the Contract Documents. A note has been added to alert users of the form that more exten- sive site representation is available under Additional Services. Subparagraph 2.6.6 It is noted that the Contractor, not the Architect, is responsible for construction means~ methods and schedules. Subparagraph 2.6.8 During construction, communications between the Owner and Contractor are to be directed through the Architect. Subparagraph 2.6.10 The Architect s Certificates for Payment are further qualified as not mdicatmg a review of construct]on means or methods or review of Subcontractors' requisitions. Subparagraph 2.6.11 It is specifically noted that the Architect's authority to reject Work is not intended to be exercised for the benefit of the Contractor, Subcontractors, suppliers, or their agents or employees. Subparagraph 2.6.12 The Architect's review of submittals is forther qualified to limit such review to the information and design concepts expressed in the Contract Documents. When professional certificates of performance are required from the Contractor, the Architect shall be entitled to rely upon them. Subparagraph 2.6.13 Preparation of Change Orders and Construction Change Directives by the Architect is a Basic Service, but preparation of supporting documentation and data is now an Additional Service. Article 3: Additional Sewlcee Three new categories of Additional Services have been consolidated under this new article. The Contingent Additional Services are commenced upon notification of the Owner by the Architect of the need for such services. The other two categories, Project Repre- sentation Beyond Basic Services and Optional Additional Services, require the Owner's written approval before or after their com- mencement to authorize payment for those Additional Services. ArUcl~ 4: Owner'~ Fle~pon~lbllltl~ A new Paragraph 4.3 has been added requiring the Owner to furnish evidence that financial arrangements have been made to pay the Architect. The Owner is now required to furnish tests for hazardous materials at the Owner's expense. If the Owner requires the Architect to provide certificates or certifications, the Owner must allow the Architect 14 days for review. Article 6: U~e of Architect',, Drawings, Speclflcatfo~ and Other Docurnen~ It is noted that documents prepared by the Architect in addition to the Drawings and Specifications are also the property of the Architect, who retains all common law, statutory and other reserved fights. Article 8: Termination, Su.panmlon or Abandonment New provisions allow the Architect to terminate the Agreement if the Owner abandons the Project for more than 90 days or fails to make payments to the Architect. Article 9: Miscellaneous Provisions , . . Provisions have been added noting that the Architect has no responsibility for the discovery, removal or disposal of toxic or bazar- dous substances encountered on the site. Another provision allows the Architect to use representations of the Project in promo- tional and professional materials. Computer-aided drafting has been added to the list of Reimbursable Expenses. A new provision has been added to indicate when payments are due and payable. C. MINOR CORRECTIONS IN THIS AND EARLIER PRINTINGS From time to time, the AIA makes minor corrections and clarifications in its documents as they are reprinted. The reprinting date will be indicated on the back of the document at the bottom. This Instruction Sheet accompanies the 6/92 reprinting of MA Document B141, 1987 Edition. The user should check the reprinting date of the B141 document under consideration to ensure that all of the changes listed below apply. The following changes were made in the 7/88 reprinting of B141: Subparagraph 2.6.1 At the end of this subparagraph, the phrase ", unless extended under the terms of Subparagraph 10.3.3" was deleted. Subparagraph 11.3.2 ~ The term "Basic Services" was substituted for 'Additional Services." The following changes have been made in this 6/92 reprinting of B141: Subparagraph 2.6.10 . , . . ,, ~.~ In the first sentence; the qualifying phrase ", to the best of the Architect s know edge, mformatton and behef, has been relocated. The sentence now reads "The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief~ the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents/' Paragraph 4~, In the last sentence, the word "Project" has been capitalized. O. COMPLETING THE B141 FORM 1. Mndlflcatlons Users are encouraged to consult an attorney before completing an MA documenti Particularly with respect to professional licensing laws, duties imposed by building codes, interest charges, arbitration and indemnification, this document may require modification with the assistance of legal counsel to fully comply with state or local laws regulating these matters. Generally, necessary modifications may be accomplished by writing or typing the appropriate terms in the blank spaces provided on the form, or by supplementary conditions, special conditions or amendments referenced in this docoment. The form may also be modified by striking out language directly on the pre-printed form. Care must be taken in making these kinds of deletions, how- ever. Under NO circumstances should pre-printed language be struck out in such a way as to render it illegible (as, for example, with blocking tape, correction fluid or X's that completely obscure the text). This may raise suspicions of fraudulent concealment, or sug- gest that the completed and signed document has been tampered with. Handwritten changes should be initialed by both parties to the contract. It is definitely not recommended practice to retype the standard document. Besides being outside the limited license for reproduc- tion granted under these Instructions, retyping can introduce typographical errors and cloud the legal interpretation given to a stan- daxd clause when blended with modifications. Retyping eliminates one of the principal advantages of the standard form documents. By merely reviewing the modifications to be made to a standard form document, parties familiar with that document can quickly understand the essence of the proposed rela- tionship. Comme~al exchanges are greatly simplified and expedited, good-faith dealing is encouraged~ and otherwise latent clauses are exposed for scrutiny. In this way, contracting parties can more fairly measure their risks. Date: The date represents the date the A~rcement becomes effective. It may be the date that an oral agreement was reached, the date the Agreement was originally submitted to the Owner, the date authorizing action was taken or the date of actual execution. Profes- sional services should not be performed prior to the effective date of the ^~reernent. Idenrificarion of Parries: Parties to this Agreement should be idenrified using the full legal name under which the Agreement is to be executed, inducting a designation of the legal status of both parties (sole proprietorship; partnership, joint venture, unincoqoorated associarion, limited partnership or coq~oration [general, closed or professional], etc.). Where appropriate, a copy of the resolurion authorizing the individual to act on behalf of the firm or enrity should be attached. Project Description: The proposed project should be described in sufficient detail to identif3t (1) the official name or ritle of the facility, (2) the foearion of the site, if known, (3) the proposed building type and usage, and (4) the size, capacity or scope of the Proj- ect, ff known. 3. Article 11.--Ba.~ of CompMmation P.,ragraph 11.1 Insert the dollar amount of the initial payment. Subparagraph 11.2.1 Sample language is pro'eided below for describing four n~thods of computing compensation. Compensation--Multiple of Direct Personnel Expense: "Compensarion for services rendered by Principals, employees and profes- sional consultants shall be based on a Mulriple of Direct Personnel Expense in the same manner as described in Subparagraph 11.3.2." Compensation--Professional Fee Plus Expenses: "Compensarion shall be a Fixed Fee of Dollars ($ ) plus compensarion for services rendered by Principals, employees and profession~ consultants, in the same manner as described in Subparagraph 1 1.3.2." Compensation--Stipulated Sum: "Compensarion shall be a stipulated sum of Dollars ($ )." Compensarion--Percentage of ConstrocrionC~.t.'Compensat:on' shall be based on one of the fo lowakg' Percentages of Construc- tion Cost, as defined in Article 5: For porrions of the Project to be awarded under: A single sripulated-sum construcrion contract: percent ( 56) Separate stipulated-sum construcrion contracts: percent ( %) A single cost-plus construcrion contract: percent ( %) Separate cost-plus construcrion contracts: percent ( %)" Subparagraph 11.2.2 For compensation based on professional fee plus expenses, stipulated sum or percentage of Construction Cost, insert the percen- tages of ~otal payment payable for each separate phase of services. These percentages may vary with each Project and do not necessarily have a direct relarionship to the time and efforts of the Architect. Because phases may overlap in time, these percentages have been expressed separately for each phase, rather than cumularively. This facilitates billing when services are being provided in more than one phase at a time. ,6ui]wx.'~greph 11.3.1 Insert the basis of compensation for Project Representarion Beyond Basic Services. Subparagraph 11.3.2 If billing rates are used and Pnnclpals and employees are classified m accordance with thc AIA publication Compensation Guidelines for Architectural/Engineering Service~ insert: (a) rmcipals t'ne at the fixed rate of Dollars ($ ) per hour. For the purposes of this Agreement, the Principals are: (list Principals) (b) Supervisory time at the lixed rate of Dollars ($ ) per hour. For the purposes of this Agreement, supervisory personnel include: (Describe supervisory personnel by job title, such as Proj- ect Architect.) (c) Technical Level I time at the fixed rate of Dollars ($ ) per hour. For the purposes of this Agreement, Technical Level I personnel include: (Describe by job ritle, such as Senior Designer, Spec- ifier, etc.) (d) Technical Level II time at the fixed rate of Dollars ($ ) per hour. For the purposes of this Agreement, Technical Level II personnel include: (Describe by job rifle, such as Junior Designer, Senior Draftsman, etc.) (e) Technical Level III and clerical time at the fixed rate of Dollars ($ ) per hour. For the purposes of this Agreement, Technical Level ili and clerical personnel include: (Describe by job ritle, such as Junior Draftsman, Secretary, etc.) If a mulriple of Direct Personnel Expense is used, insert: "Principals' and employees' time at a mulriple of ( ) times their Direct Personnel Expense as defined by the AIA publication Compensation Guidelines for Architectural/Engineer- ing Service~" If a mulriple of direct salaries is used, the term "Direct Salaries" should be substituted for Direct Personnel Expense above. Subparagraph 11.3.3 Insert the multiple to be used to determine the cost to the Architect of Additional Services of consultants as defined in Article 3 or Article 12. · Subparagraph 11.4.1 Insert the multiple to be used to determine the amount due the Architect, Architect's employees or consultants for Reimbursable k._. Expenses as described in Paragraph 10.2 or Article 12. Subparagraph 11.S.1 Insert the number of months beyond which the Architect shall be compensated for Basic Services on the same basis as for Addi- tional Services. Paragraph 11.5.2 Insert the percentage rate and basis (monthly, annual) of interest charges. Article 12--Other Conditions or Sewlee~ Insert provisions, if any, on additional phases of services, Additional Services, special compensation arrangements, other con- sultants, the choice of project delivery method or any other conditions. E. EXECUTION OF THE AGREEMENT Each person executing the Agreement should indicate the capadty in which they are acting (i.e., president, secretary, partner, etc.) and the authority under which they are executing the Agx'eement. Where appropriate, a copy of the resolution authorizing the individual to act on behalf of the firm or entity should be attached. T H ~ A M E R I C A N I N S T I T U T E 0 F A R C H I T E C T S AIA Document B141 Standard Form of Agreement Between Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES,. CONSUL TA TION WITH AN ATTORNEY 15" ENCOURAGED WITH RESPECT TO ITS" COMPLETION OR MODIFICATION. AGREEMENT made as of the day of in the year of Nineteen Hundred and ninety-seven BETWEEN the Owner: BOROUGH OF CARTERET (Name and address) 61 Cooke Avenue Carteret, NJ 07008 and the Architect: POTTER ARCHITECTS (Name and address) 410 Colonial Avenue Union, NJ 07083 For the Allowing Project: (l~'lu~ detailed des~pt~n ~ ProjecL ~cation, address and scope ) Proposed Renovation and Conversion of Existing Buildin§ 70 Cooke and Pershin~ Avenues .- Borough of Carteret, Middlesex County, NJ The Owner and Architect agree as set forth below. Copyright 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, ~I987 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, DC. 20006. Reproduction of the materhd herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. ~'[~ [~Ul~I~T ~'[4~ · OWNER-ARCHITECT AGREEMENT · FOURTEENTH EDITION · AiA® * ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, DC 20006 B141-1987 WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. t~OROUGH OF CARTERE~'~ ._ 61 Cooke Avenu~ Carteret, New Jersey 07008 NOV ~Q~T.~'_ '. ~ORO CL~',' THIS AGrEEMeNT, made %his 4th da~ of by and between: Portter Architects 410 Colonisl Avenue Un~on, N~ J. 07083 and the ]8~..~o~h....~f_..Qar_%9~, a municipal corporation, having its principal office at the Borough Hall 61 Cooke Avenue, Carteret. New Jersey. 07008, hereinafter the "B6ROUGH". As per Resolution No. 97-278. ~ does hereby agree to perform the following: PROFESSIONAL SERVICE EXISTS A NEED FOR ARCHITECTURAL SERVICES IN CONNECTION WITH THE CONVERSION OF A SUPERMARKET TO LIBRARY, according to the terms set forth in Resolution. ~ does hereby agree to pay the Q-O~the sums set forth in Resolution. IN WITNESS WHEREOF, the parties hereto have hereunder set their hands and seals or caused these presents to be signed by their proper corporate officers and their corporate seals to be hereto affixed, the day and year written above. WITNESSETH BY: TITLE:__~__~___~___ .... "K~thleen ~. Barney ~.~ Municipal Clerk