HomeMy WebLinkAboutResolution #3571a
RESOLUTION NO. 3571
A RESOLUTION APPROVING AN AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF CANTON AND PHILLIPS AND ASSOCIATES,
INCORPORATED
WHEREAS, the City Council of the City of Canton, Illinois has reviewed the terms of
said Agreement between the City of Canton and Phillips and Associates, Incorporated, a copy of
which is attached hereto and made a part hereof as Exhibit A; and,
WHEREAS, the City Council of the City of Canton, Illinois has determined that it is in
the best interest of the City of Canton to approve said Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF CANTON, Fulton County, Illinois as follows:
1. That the Agreement, which is attached hereto and made a part hereof as Exhibit A, is
hereby approved, said Agreement be subject to and effective pursuant to the terms and conditions
set forth therein.
2. That the Mayor and City Clerk of the City of Canton, Illinois are hereby authorized
and directed to execute and deliver said Agreement on behalf of the City of Canton.
3. That this Resolution shall be in full force and effect immediately upon its passage by
the City Council of the City of Canton, Fulton County, Illinois and approval by the Mayor
thereof.
PASSED by the City Council of the City of Canton, Fulton County, Illinois, at a regular
meeting this 17th day of April, 2001, upon a ~l vote~l~
vr~ice
AYES:
NAYS:
ABSENT:
Attest:
a y Whites, ity Clerk
APPROVED:
} rte.-~~y
Donald E. Edwards, Mayor
G~~~~~L,
~~~~~
~/~
Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services
AIA Document B141 - 1997
1997 Edition -Electronic Format
This docwnent has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF
THIS ELECTRONICALLY' DRAFTED AIA DOCUAIEN'f AtAY I3F, MADE B5' USING AIA DOCUIt1ENT D401.
Copyright 1917, 1926, 1948. 1951. 1953. 1958. 1961. 1963. 1966. 1967. 1970. 1974. 1977, 1987, s~1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written permission ofthe AIA violates the copyright laws ofthe United States and will subject the violator to
legal prosecution.
TABLE OF ARTICLES
1.1 INITIAL INFORMATION
1.2 RESPONSIBILITIES OF THE PARTIES
1.3 TERMS AND CONDITIONS
1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
1.5 COMPENSATION
AGREEMENT made as of the seventeenth day of July in the year ttvo thou"sand
(In words, indicate day, month and pear)
BETWEEN the Architect's client identified as the Owner:
(Name, address and other injornration)
The t~ity of Canton
210 East Chestnut Strut
Canton, Illinois 61320
and the Architect:
(Nance, address and other information)
Phillips find Associates, [notirporatea
44 White Court
Canton, Illinois 6120
For the following Project:
(Inchrde detailed description ofProjectJ
Remodel Bxisting Bank building and Site to Become NeW City Building
Nortvest $ank Building
2 North Main Street
Canton, Illinois 6132.0
The Owner and Architect agree as follows
AIA DOCU1VtENT B141-STANDARD FORD1 AGREEI\4ENT - 1997 EDITION - fVA -COPT"RIGfIT 1997 -THE AMERICAN INSTITUTE OF ARCHITECTS,
1735 NEW YORK AVENUE N.W.. WASHINGTON. D.C. 20006-5292, \VARNING: IJnlicertsed photocopying violates U.S. copyright laws and will subject the violator
legal prosecution. This document was electronically produced with permission of the ALA and can be reproduced without violation until the date of expiration as noted
below.
User Document: 2154B141-2.DOC -- 7/14/2000. AIA License Number 107665. which exlpires on 3/6/2001B1 Page #1
'ARTICLE 1.1 INITIAL INFORMATION
• 1.1.1 This Agreement is based on the following information and assumptions.
(Mote Ilse disposition fa• the following items by inserting the requested inTormntian or a .rtarement srtch as 'Star apphcahle," 'Snrknou•n at time o~e.veeution"a•
"ro he determined later ny mutual agreement.'9
1.1.2 PROJECT PARAMETERS
1.1.2.1 The objective or use is:
(Identify or describe, ijappropriate, proposed use ar goals.)
Conversion of a bank f~uilrling to use as a city hall.
1.1.2.2 The physical parameters are:
(Identify or describe, ijappropriate, sire. location, dimen.riorrs, or other pertinent injor•nration, such as georeclnrical reports about the site.)
1.1.2.3 The Ow'ner's Program is:
(Identify docmnenration or stare the manner in which the pragrarn will he derelopedJ
As developed jointly by the otwner and the architect,
1.1.2.4 The legal parameters are:
(/dentify pertinent legal infornmtion, inchrding, ijappropriate, land snrre7•s and legs! descriptions a»d restrictions o/ the site.)
1.1.2.5 The financial parameters are as follows.
.1 Amount of the Ow'ner's overall budget for the Project. including the Architect's compensation. is: unknot~n at this
t%tne;
.2 Amount of the Owner's budget for the Cost of the Work. excluding the Architect's compensation. is: unknown at
this tltrie
1.1.2.6 The time parameters are:
(Identif}•, ijappropriate, milestone dater, durntions or• fast track sclredrrling. J
Unknown at this time.
1.1.2.7 The proposed procurement or delivery method for the Project is:
(Identtfj• method such as competitive hid, negotiated corrtrncl, or caarn•rrction nranagementJ
Competitive bidding:
1.1.2.8 Other parameters are:
(Identify special characteristics a• needs of die Project such as enerl;~•, environmental or historic preservation requb'ements.l
None.
1.1.3 PROJECT TEAM
1.1.3.1 The Owner's Designated Representative is:
(List name, address and other infor•mation.J
As appointed by the Clty tf Canton,
1.1.3.2 The persons or entities. in addition to the Owner's Designated Representative. who are required to review the
Architect's submittals to the Owner are:
(List name, address and other informntion.J
As appointed by the City of Canton:
1.1.3.3 The Owner's other consultants and contractors are:
(List discipline and, ifknomn, identi~~ them b)• Warne and nddre.rs.)
Unknown at this time.
1.1.3.4 The Architect's Designated Representative is:
(List name, address and other informatior1J
Bill Phillips
44 VNhite Court
Caruon,. Illinois 61520
AIA DOCUMENT B141-STANDARD FORM AGREEMENT - 1997 EDITION - AIA -COPYRIGHT 1997 -TILE A)\tERICAN INSTITLrrE OF ARCHITECTS.
1733 NEW YORK AVENUE N.W.. WASHINGTON. D.C. 20006-5292. \UAItNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
legal prosecution. This document was electronically produced with permission of the NA and can be reproduced without violation until the date of expiration as noted
below.
Electronic Format B141-1997
User Document: 2154B141-2.DOC -- 7/14/2000. AIA License Number 107665, which expires on 3/6/2001 -- Page #2
1.1.3.5 The consultants retained at the Architect's expense are:
(LrsJ discipline and, ifknoxn, identify them by name anc! address.l
Electrical, plumbing, and HVAC engineers.
1.1.4 Other important initial information is:
1.1.5 When the services under this Agreement include contract administration services. the General Conditions of the
Contract for Construction shall be the edition of AIA Document A201 current as of the date of this Agreement. or as follows:
1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in
determining the Architect's compensation. Both parties. however. recognize that such information may change and. in that
event. the Owner and the Architect shall negotiate appropriate adjustments in schedule. compensation and Change in Services
in accordance with Paragraph 1.3.3.
ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES
1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team.
1.2.2 OWNER
1.2.2.1 Unless otherwise provided under this Agreement. the Owner shall provide full information in a timely manner
regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect. within 15 days after receipt
of a written request, information necessary and relevant for the Architect to evaluate. give notice of or enforce lien rights.
1.2.2.2 The Owner shall periodicall}~ update the budget for the Project. including that portion allocated for the Cost of the
Work. The Owner shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost
of the Work, or contingencies included in the overall budget or a portion of the budget. without the agreement of the Architect
to a corresponding change in the Project scope and quality.
1.2.2.3 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf
with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner
pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress
of the Architect's services.
1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Paragraph 1.1.3 or authorize the
Architect to furnish them as a Change in Services when such services are requested by the Architect and are reasonably
required by the scope of the Project.
1.2.2.5 Unless otherwise provided in this Agreement. the Owner shall furnish tests. inspections and reports required by law or
the Contract Documents. such as structural. mechanical. and chemical tests. tests for air and water pollution, and tests for
hazardous materials.
1.2.2.6 The Owner shall fitrnislt all legal. insurance and accounting services, including auditing services. that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in
the Project, including any errors. omissions or inconsistencies in the Architect's Instnrrnents of Service.
1.2.3 ARCHITECT
1.2.3.1 The services performed by the Architect. Architect's employees and Architect's consultants shall be as enumerated in
Article 1.4.
AIA DOCUhIENT B141-STANDARD FORM AGREEMENT - 1997 F,DI170N -AIA - COPY'RIGIIT 1997 - TFIE AI\-IP;RICAN INST[TUTF, OF ARCHITECTS.
1735 NEW YORK AVENUE N.W.. WASHINGTON, D.C. 20006-5292. ~~1'ARNING: unlicensed photocopying violates U.S. copyright laws and will subject the violator
legal prosecution. Tlus document was electronically produced with permission of the AI:1 and can be reproduced without violation until the date of expiration as noted
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1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the
orderly progress of the Project The Architect shall submit for the Owner's approval a schedule for the performance of the
Architect's services which initially shall be consistent with the time periods established in Subparagraph 1.1.2.6 and which
shall be adjusted. if necessary. as the Project proceeds. This schedule shall include allowances for periods of time required for
the Owner's review. for the perfornance of the Owner's consultants. and for approval of submissions by authorities having
jurisdiction over the Project. Time limits established by' this schedule approved by the Owner shall not. except for reasonable
cause. be exceeded by the Architect or Owner.
1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's
behalf with respect to the Project.
1.2.3,4 The Architect shall maintain the confidentialit}' of information specifically designated as confidential by the Owner.
unless withholding such information would violate the law. create the risk of significant harm to the public or prevent the
Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's
consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the
Owner. -
1.2.3.5 Except with the Owner's knowledge and consent. the Architect shall not engage in any activity. or accept any
employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with
respect to this Project.
1.2.3.6 The Architect shall review laws. codes, and regulations applicable to the Architect's services. The Architect shall
respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project.
1.2.3.7 The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the
Owner. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any errors. omissions
or inconsistencies in such services or information.
ARTICLE 1.3 TERMS AND CONDITIONS
1.3.1 COST OF THE WORK
1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed. the estimated cost to the
Owner of all elements of the Project designed or specified by the Architect.
1.3.1.2 The Cost of the Work shall include the cost at current market rates of labor and materials furnished by the Owner and
equipment designed. specified. selected or specially provided for by the Architect. including the costs of management or
supervision of construction or installation provided by a separate construction manager or contractor. plus a reasonable
allowance for their overhead and profit. In addition. a reasonable allowance for contingencies shall be included for market
conditions at the time of bidding and for changes in the Work.
1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants. the costs of
the land. rights-of--way and financing or other costs that are tl~e responsibility of the Owner.
1.3.2 INSTRUMENTS OF SERVICE
1.3.2.1 Drawings. specifications and other documents. including those in electronic form. prepared by the Architect and the
Architect's consultants are Instnnnents of Service for use solely with respect to this Project. The Architect and the Architect's
consultants shall be deemed the authors and owners of their respective Instnnnents of Service and shall retain all common law,
statutory and other reserved rights. including copyrights.
1.3.2.2 Upon execution of this Agreement. the Architect grants to the Owner a nonexclusive license to reproduce the
Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project. provided that the
Owner shall comply with all obligations. including prompt payment of all sums when due. under this Agreement. The Architect
shall obtain similar nonexclusive licenses from tl~e Architect's consultants consistent w•itl~ this Agreement. Any termination of
AIA DOCUMENT B141-STANDARD FORM AGREEbdENT - 1997 EDITION - OVA - COPYRIGHT 1997 -THE A1,7ERICAN INSTITUTE OF ARCfIITECTS.
1735 NEW YORK AVENUE N.W.. WASHINGTON. D.C. 20006-5292, \Vr1RNING: Unlicensed photocopying violates U.S. cop}'right laws and will subject the violator
legal prosecution. This document was electronically produced with permission of the AfA and can he reproduced without violation until the date of expiration as noted
below.
Electronic Format B141-1997
User Document: 2154B141-2.DOC -- 7/l4/2000. AIA License Number 107665. which expires on 3/6/2001 -- Page #4
this Agreement prior to completion of the Project shall terminate this license. Upon such termination. the Owner shall refrain
from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination
all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged in default of
this Agreement, the foregoing license shall be deemed terminated and replaced by a second. nonexclusive license permitting the
Owner to authorize other similarly credentialed design professionals to reproduce and. where permitted by law. to make
changes, corrections or additions to the Instnunents of Service solel}~ for purposes of completing, using and maintaining the
Project.
1.3.2.3 Except for fire licenses granted in Sttbparagraplt 1.3.2.2. no other license or right shall be deemed granted or implied
under this Agreement. The Owner shall not assign. delegate. sublicense. pledge or otherwise transfer any license granted herein
to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the
Contractor, Subcontractors. Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the
Instruments of Service appropriate to and for use in their execution of the Work by license granted in Subparagraph 1.3.2.2.
Submission or distribution of Instruments of Service to meet otlicial regulatory requirements or for similar purposes in
connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the
Architect's consultants. The Owner shall not use fire Instntments of Service for future additions or alterations to this Project or
for other projects. unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants. Anv
unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the
Architect's consultants.
1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to
the Architect any electronic data for incorporation into the Instnunents of Service. the Owner and the Architect shall by
separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic
data, including any special limitations or licenses not otlter<wise provided in this Agreement.
1.3.3 CHANGE IN SERVICES
1.3.3.1 Change in Services of fire Architect. including services required of fire Architect's consultants. may be accomplished
after execution of this Agreement. without invalidating the Agreement. if mutually agreed in writing, if required by
circumstances beyond the Architect's control. or if rite Architect's services are affected as described in Subparagraph 1.3.3.2. In
the absence of mutual agreement in writing, fire Arcltitecl shall notify fire Owner prior to providing such services. If the Owner
deems that all or a part of such Change in Services is not required. the Owner shall give prompt written notice to the Architect.
and the Architect shall have no obligation to provide those services. Except for a change due to the fattit of the Architect.
Change in Services of the Architect shall entitle the Architect to an adjustment in compensation pursuant to Paragraph 1.5.2.
and to any Reimbursable Expenses described in Subparagraph 1.3.9.2 and Paragraph I.5.5.
1.3.3.2 If any of the following circumstances affect the Architect's services for the Project. fire Architect shall be entitled to an
appropriate adjustment in the Architect's schedule and compensation.
.1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service:
.2 enactment or revision of codes. laws or regulations or official interpretations which necessitate changes to
previously prepared Instruments of Sen-ice:
.3 decisions of the Owner not rendered in a timely manner:
.4 significant change in the Project including. but not limited to, size. quality, complexity, the Owner's schedule or
budget, or procurement method;
.5 failure of performance on the part of the Otvner or the Owner's consultants or contractors:
.6 preparation for and attendance at a public bearing, a dispute resolution proceeding or a legal proceeding except
where the Architect is party thereto:
AIA DOCUMENT B141-STANDARD PORAi AGREEbtEN'f - 1997 @DI'CION - AIA -COPYRIGHT 1997 - TIIE MtERICAN INSTITUTE OF ARCFIITECTS.
1735 NEW YORK AVENUE N.W.. WASHING'CON. D.C. 20006-5292. \4'ARN[NG: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
legal prosecution. This document was electronically produced with permission oFthe ~U:1 and can he reproduced without violation until the date of expiration as noted
below.
User Document: 2154B141-2.DOC -- 7/14/2000. AIA License Number 107665. which exlpires on 3/6/2001B1 Page #5
7 change in the information contained in Article 1.1.
1.3.4 MEDIATION
1.3.4.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation
as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. If such matter relates
to or is the subject of a lien arising out oC the Architect's sen•ices. the Architect may proceed in accordance with applicable law
to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration.
1.3.4.2 The Owner and Architect shall endeavor to resoh~e claims. disputes and other matters in question beriveen them by
mediation which, unless the parties mutually agree othern•ise. shall be in accordance with the Construction Industry Mediation
Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other
party to this Agreement and with the American Arbitration Association. The request may be made concurrently with the filing
of a demand for arbitration but. in such event. mediation shall proceed in advance of arbitration or legal or equitable
proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing. unless stayed for a longer
period by agreement of the parties or court order.
1.3.4.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where
the Project is located. unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as
settlement agreements in any court having jurisdiction thereof.
1.3.5 ARBITRATION
1.3.5.1 Any claim. dispute or other matter in question arising out of or related to this Agreement shall be subject to
arbitration. Prior to arbitration. the parties shall endeavor to resolve disputes by mediation in accordance with Paragraph 1.3.4.
1.3.5.2 Claims, disputes and other matters in question between the parties that are not resolved by mediation shall be decided
by arbitration which. unless the parties mutually agree otherwise. shall be in accordance with the Construction Industry
Arbitration Rules of the American Arbitration Association currently in effect. The demand for arbitration shall be filed in
writing with the other party to this Agreement and with the American Arbitration Association.
1.3.5.3 A demand for arbitration shall be made \vitltin a reasonable time after the claim. dispute or other matter in question
has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings
based on such claim, dispute or other matter in question would be barred b}~ the applicable statute of limitations.
1.3.5.4 No arbitration arising out of or relating to this Agreement shall include. by consolidation or joinder or in any other
manner, an additional person or entity not a party to this Agreement. except by written consent containing a specific reference
to this Agreement and signed by the O\\mer. Architect. and any other person or entity sought to be joined. Consent to
arbitration involving an additional person or entit}• shall rtot constitute consent to arbitration of any claim, dispute or other
matter in question not described in the written consent or with a person or entity not named or described therein. The foregoing
agreement to arbitrate and other agreetents to arbitrate with an additional person or entity duly consented to by parties to this
Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof.
1.3.5.5 The award rendered by the arbitrator or arbitrators shall be final. and judgment may be entered upon it in accordance
with applicable law in any court having jurisdiction thereof.
1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Architect and the Owner waive consequential damages for claims. disputes or other matters in question arising out of or
relating to this Agreement. This mutual waiver is applicable. without limitation. to all consequential damages due to either
party's termination in accordance wills Paragraph 1.3.8.
1.3.7 MISCELLANEOUS PROVISIONS
1.3.7.1 This Agreement shall be governed by the law of the principal place of business of the Architect unless othern~ise
provided in Paragraph 1.4.2.
AIA DOCUMENT B141-STANDARD PORAI AGREEI\fEN'I' - 1997 EDITION -AIA -COPYRIGHT 1997 - TE[F, AI\tERICAN INSTITUTE Of ARCHITECTS.
1735 NEW YORK AVENUE N.W., WAS1iINGTON. D.C. 20006-5292. \w,1RNING: Unlicensed photocopying violates U.S. copyright laws and will suhject the violator
legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the dale of expiration as noted
below.
Electronic Format B141-1997
User Document: 2154B141-2.DOC -- 7/14/2000. AIA License Number 107665. which expires on 3/6/2001 -- Page #6
1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201. General
Conditions of the Contract for Construction. current as of the date of this Agreement.
1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall commence to ntn not later than either the date of Substantial Completion
for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment
for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run
any later than the date when the Architect's services are substantially completed.
1.3.7.4 To the extent damages are cowered by property insurance during construction, the Owner and the Architect waive all
rights against each other and against the contractors. consultants. agents and employees of the other for damages, except such
rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201. General
Conditions of the Contract for Construction. current as of the date of this Agreement. The Owner or the Architect. as
appropriate, shall require of the contractors. consultants. agents and emplo}~ees of any of them similar waivers in favor of the
oilier parties enumerated herein.
1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third
party against either the Owner or Architect.
1.3.7.6 Unless otherwise provided in this Agreement. the Architect and Architect's consultants shall have no responsibility for
the discovery, presence. handling. removal or disposal of or exposure of persons to hazardous materials or toxic substances in
any form at the Project site.
1.3.7.7 The Architect shall have the right to include pltotograpltic or artistic representations of the design of the Project among
the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project
to make such representations. However. the Architect's materials shall not include the Owner's confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to
be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional
materials for the Project.
1.3.7.8 If the Owner requests the Architect to execute certificates. the proposed language of such certificates shall be
submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be
required to execute certificates that would require knowledge. services or responsibilities beyond the scope of this Agreement.
1.3.7.9 The Owner and Architect. respectively, bind themselves, their partners. successors. assigns and legal representatives
to the other party to this Agreement and to the partners. successors, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other. except that the Owner ma}' assign this Agreement to an institutional lender providing financing for the
Project. In such event. the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall
execute all consents reasonably required to facilitate such assignment.
1.3.8 TERMINATION OR SUSPENSION
1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement. such failure shall be
considered substantial nonperformance and cause for termination or, at the Architect's option. cause for suspension of
performance of services under this Agreement. If the Architect elects to suspend services. prior to suspension of services. the
Architect shall give seven days' Written notice to the Owner. In the event of a suspension of services. the Architect shall have no
liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services.
the Architect shall be paid all sutras due prior to suspettsiott and any expenses incurred in the interruption and resumption of the
Architect's services. The Architect's fees for the remaining sen•ices and the time schedules shall be equitably adjusted.
1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days. the Architect shall be compensated for
services performed prior to notice of such suspension. Wlten the Project is resumed. the Architect shall be compensated for
expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the retraining services
AIA DOCUMENT B141-STANDARD I'ORI\I AGREF,A~ENT - 1997 EDITION -AIA -COPYRIGHT 1997 -TILE A)\4ERICAN MSTITUTE OF ARCHITECTS.
1735 NEW 5'ORK AVENUE N.W.. WASIiINGTON, D.C. 20006-5292. \ti'ARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
legal prosecution. This document was elecironicalh• produced with perniission of the :11A and can be reproduced without violation until the date of expiration as noted
below.
User Document: 2154B141-2.DOC -- 7/14/2000. AIA License Number 107665. wlticlt exlpires on 3/6/2001B1 Page #7
and the time schedules shall be equitably adjusted
1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive davs. the Architect
may terminate this Agreement by giving not less than seven davs' written notice.
1.3.8.4 This Agreement may be terminated by either part}~ upon not less than seven days' written notice should the other party
fail substantially to perform in accordance \with the terms of this Agreement through no fault of the parhv initiating the
termination.
1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven da}~s' written notice to the Architect for the
Owner's convenience and without cause.
1.3.8.6 In the event of termination not the fault of the Architect. the Architect shall be compensated for services performed
prior to termination. together with Reimbursable Expenses then due and all Termination Expenses as defined in Subparagraph
1.3,8.7.
1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly
attributable to termination for which the Architect is not otherwise compensated. plus an amount for the Architect's anticipated
profit on the value of the services not performed by the Architect
1.3.9 PAYMENTS TO THE ARCHITECT
1.3.9.1 Payments on account of services rendered and for Reitnbttrsable Expenses incurred shall be made monthly upon
presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account
of penalty, liquidated damages or other sums withheld from payments to contractors. or on account of the cost of changes in the
Work other than those for which the Architect has been adjudged to be liable.
1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by
the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses:
.1 transportation in connection \vitlt the Project. authorized out-of--town travel and subsistence, and electronic
communications:
.2 fees paid for securing approval of authorities having jurisdiction over the Project:
.3 reproductions. plots. standard form documents. postage, handling and delivery of Instruments of Service:
.4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner;
.5 renderings, models and mock-ups requested by the Owner;
.6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional
insurance coverage or limits requested b}~ the Owner in excess of that normally carried b}~ the Architect and the
Architect's consultants:
.7 reimbursable expenses as designated in Paragraph 1.5.5:
.8 other similar direct Project-related expenditures.
1.3.9.3 Records of Reimbursable Expenses. of expenses pertaining to a Change in Ser~ices. and of ser~ices performed on the
basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized
representative at mutually convenient times.
1.3.9.4 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the
AIA DOCUMENT B141-STANDARD FORT'I AGREE)\IENT - 1997 EDITION - AIA -COPYRIGHT 1997 - TE1F, A1,4ERICAN INSTITCrrE OF ARCHITECTS.
1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. \\~ARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator
legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the date of expiration as noted
below.
Electronic Format B141-1997
User Document: 2154B141-2.DOC -- 7/14/2000, AlA License Number 107665. which expires on 3/6/2001 -- Page #8
(Insert rate ojinter•es- agreed upon.)
(Usuq~ laws and requirements under dre Federal 7ru0r in lending Act, similar stole and Ioca1 consumer credit laws and other r•egulnrions at the Ou•ner•'s and
Architect's principal places uj brrsiness, the location of the Project and elseu•her•e nra~• aji'ect the validir~~ o/ this provision. Specific legal advice should be
obtained with respect to deletions or nrodircations, and also regnr•dinR re9uh•ements such as u•rinen disclosures or• iraiversJ
1.5.9 If the services covered by this Agreement have not been completed within thirty six (36) months of the date hereof.
through no fault of the Architect. e~ctension of the Architect's services beyond that time shall be compensated as provided in
Paragraph 1.5.2.
~~'~#~it ~t~l~tif'TIO]VS OR SIETtVtCES
SI;QIT~NC>r. Oh' Pl-iAS~S:
It is understood that the automated procedures by the Architect require that portions of the. phases of !t{s work be carried
on srtriuitaieousiy and {hat the phases of service may be performed on the various phases aceordIttg to the best judgment of the
Architect and that the Fees earned thereby shall be paid in proportion to {Ile service perforted in each plisse.
A~`i~i~ANri~ A'f 1~1rT1NGS:
the Arclut It is agreed t~,at the Architect may attend any meetings caned by the Owner where the project may be discussed aril that
ec{ mad infofm llle Owner a{ such meetings of {he progress of the wont,
Ai~VA~ Ole CONSTlt1JC'TION CONTRACTS:
Con{tac{s for construction "shall be awarded {a accordance with the provisions by the American Tnsti{ute of Architects
and the American Associafian of general Contractors.
This Agreement entered into as of the day and year first written above.
OWNER (Signature)
(Printed name and title)
ARCHITECT /Signanu•e)
(r•r•rnted name and title)
AfA DOCUMENT B141-STANDARD FORDf AGREEMENT - 1997 EDITION - AIA -COPYRIGHT 1997 - TIIE Ah1ERICAN INSTITUTE OF ARCHITECTS.
1733 NEW YORK AVENUE N.W., WASHINGTON. D.C. 20006-5292. \VARNING: Unlicensed photocopying violates U.S. cop}right laws and will subject the violator
legal prosecution. This document was electronically produced with permission of the Al:~ and can be reproduced without violation until the date of e.~cpiration as noted
below.
User Document: 215413141-2.DOC -- 7/14/2000. AIA License Number 107665. which e plires on 3 6/2001 BPage #10