HomeMy WebLinkAboutStandard Form of Agreement with ZGA Architects for City Hall Remediation== Document B132" - 2009
Standard Form of Agreement Between Owner and Architect, Construction Manager as
Adviser Edition
AGREEMENT made as of the 31 day of May_in the year 2011
(In words, indicate day, month and year.)
BETWEEN the Architect's client identified as the Owner:
(Name, legal status, address and other information)
This document has important
City of Meridian legal consequences. Consultation
33 East Broadway with an attorney
Meridian, Idaho 83642 is encouraged with respect to
its completion or modification.
and the Architect: This document is intended to be
(Name, legal status, address and other information) used in conjunction with AIA
TM'
-2009,
Documents A132
ZGA Architects and Planners Standard Form of Agreement
Between Owner and Contractor,
565 West M le Street Suite 225
' Construction Manager as Ad~nser
Boise, Idaho 83702 Edition; A232TM'-2009, General
Conditions of the Contract for
Construction, Construction
for the following Project: Manager as Adviser Edition; and
(Name, location and detailed description) C132TM'-2009, Standard Form of
Agreement Between Owner and
Meridian City Hall Remediation Construction Manager as
33 East Broadway Avenue Adviser.
Meridian, Idaho- 83642
AIA Document A232TM'-2009 is
Investigation and Construction Document adopted m this document by
Services for the remediation of the Meridian City reference. Do not use with other
Hall• as itemized in "Work Com letion Issues "dated 5/19111. general conditions unless this
,Reference Attachment'B'). document is modified.
The Construction Manager:
(Name, legal status, address and other information)
Kreizenbeek Constructors
251 East Front Street, Suite 110
Boise, Idaho 83702
The Owner and Architect agree as follows.
--
Init~ AIA Document B132TM - 2009 (formerly 8141 TM'CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AiA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 1
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06/3012011 under Order No.4366332623 1 which expires on 0310112012, and is not for resale.
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TABLE OF ARTICLES
1 INITIAL INFORMATION
2 ARCHITECT'S RESPONSIBILITIES
3 SCOPE OF ARCHITECT'S BASIC SERVICES
4 ADDITIONAL SERVICES
5 OWNER'S RESPONSIBILITIES
6 COST OF THE WORK
l COPYRIGHTS AND LICENSES
8 CLAIMS AND DISPUTES
9 TERMINATION OR SUSPENSION
10 MISCELLANEOUS PROVISIONS
11 COMPENSATION
12 SPECIAL TERMS AND CONDITIONS
13 SCOPE OF THE AGREEMENT
ARTICLE 1 INITIAL INFORMATION
§ 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1.
(Note the disposition for the following items by inserting the requested information or a statement such as "not
applicable, " "unknown at time of execution" or "to be determined later by mutual agreement.')
1~11~'~AL
~.
..
§ 1.1.2 The Project's physical characteristics:
(Ident~ or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical
reports;... site, boundary and topographic surveys; traffic and utility studies; availability of public and private utilities
and services; legal description of the site; etc.)
To be determined later b m~greement.
§ 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1:
(Provide total and, if known, a line item breakdown.)
The Owner's budget for the Cost of the Work is to be determined through consultation with the Architect and
Construction Mama er for each remediation action.
§ 1.1.4 The Owner's anticipated design and construction schedule:
Init AIA Document 8132® - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and Irrtemational Treaties. Unauthorized reproduction or distribution of this AIA 2
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 0613012011 under Order No.4366332623_1 which expires on 0310112012, and is not for resale.
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The design and construction schedule for each remediation activity will be determined through
consultation with the Architect and Construction Manager. Dates for design phase milestones,
commencement of construction, and substantial completion have not vet been determined.
§ 1.1.5 The Owner intends to retain a Construction Manager adviser and:
(Note that, if Multiple Prime Contractors are usec+; the term "Contractor" as referred to throughout this Agreement
will be as if plural in msmber.)
[ ] One Contractor
I [ X ] Multiple Prime Contractors
{ ] Unknown at time of execution
i9TlA-L
§ 1.1.8 The Owner identifies the following representative in accordance with Section 5.4:
(List name, address and other information.)
Ted Baird, Deputy City Attorn~ !r ~
Ci of Meridian /'
33 East Broadwa; Ay venue
Meridian, Idaho $3642
§ 1.1.9 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's
submittals to the Owner areas follows:
(List name, address and other information.)
~ Kreizenbeck Constructors.
AIA Document B132T"" - 2009 (formerly 8141 TM'CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 3
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06130/2011 under Order No.4366332623_1 which expires on 03101/2012, and is not for resale.
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251 East Front Street, Suite 110
Boise, Idaho 83702
§ 1.1.10 The Owner will retain the following se~~is=consultants as and if necessary:
(List name, legal status, address and other information.)
,1 Construction Manager: The Construction Manager is identified on the cover page. ~a-~inst~
..
..
Land Survey
.3 iN~T~AL
:4-Geotechnical Engineer:
.5 Civil Engineer:
.6 Other consultants:
(List any other consultants retained by the Owner, such as a Project or Program Manager, or
scheduling consultant.)
I Specialty consultants as determined by the Owner.
§ 1.1.11 The Architect identifies the following representative in accordance with Section 2.3:
(List name, address and other information.)
Michael G. Simmonds
ZGA Architects and Planners, Chartered
565 West Myrtle Street, Suite 225
Boise,: Idaho 83702
§ 1.1.12 The Architect will retain *'~~~^„°~~'*~„+°-~~ ~~°''-~„-~~~~^„°-' .' .'''.'-°„~-' .' . ".''atructural, mechanical
and electrical consultants as mutuallygreed by Owner and Architect as necessary for each remediation activity.
Consultants shall be identified as and if necessary.
, AIA Document B132T"" - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
~n~. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 4
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06130/2011 under Order No.4366332623 1 which expires on 0310112012, and is not for resale.
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Ii~9iTIAL
§ 1.1.12.2 Consultants retained under Additional Services:
To be mutually a_ greed upon by the Owner and Architect.
§ 1..1.13 Other Initial Information on which the Agreement is based:
The Owner r~o~nizes that the existing City Hall buildin wag s completed under the supervision of others per the
design by others. The Owner agrees that ZGA assumes no responsibility or liability for design or cons~uction of the
existing work in place.
§ 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such
information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the
schedule, the Architect's services and the Architect's compensation.
.:ARTICLE 2 ARCHITECT'S RESPONSIBILITIES
§ 2.1 The Architect shall provide the professional services as set forth in this Agreement.
§ 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by
architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall
perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of
the Project.
§ 2.3 The Architect shall provide its services in conjunction with the services of a Construction Manager as described
in AIA Document C 132T"'~-2009, Standard Form of Agreement Between Owner and Construction Manager. The
Architect shall not be responsible for actions taken by the Construction Manager.
2.4 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the
Project.
AIA Document B132T"" - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 5
Document, or any portion of it, may result in severe civil and criminal pena~ies, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 0613012011 under Order No.4366332623 1 which expires on 0310112012, and is not for resale.
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§ 2.5 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.
§ 2.fi The Architect shall maintain the following insurance for the duration of this Agreement. If any of the
requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse
the Architect for any additional cost.
§ 2.fi.1 Comprehensive General Liability with policy limits of not less than Two Million dollars ($ 2 000 000.00 for
each occurrence and in the aggregate for bodily injury and property damage.
§ 2.fi.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not
less than Two Million Dollars ($ 2 000 000.00 combined single limit and aggregate for bodily injury and property
damage.
§ 2.fi.3 The Architect may use umbrella or excess liability insurance to achieve the required coverage for
Comprehensive General Liability and Automobile Liability, provided that such umbrella or excess insurance results in
the same type of coverage as required for the individual policies.
§ 2.fi.4 Workers' Compensation at statutory limits and Employers Liability with a policy limit of not less than ~:
Statuto
§ 2.fi.5 Professional Liability covering the Architect's negligent acts, errors and omissions in its performance of
professional services with policy limits of not less than Two Million Dollars ($ 2,000,000.00 )per claim and in the
.aggregate.
ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES
§ 3..1.1 The Architect shall manage the Architect's services, consult with the Owner and the Construction Manager,
research applicable design criteria, attend Project meetings, communicate with members of the Project team and report
progress to the Owner.
§ 3.1.2 The Architect shall coordinate its services with those services provided by the Owner, the C~struction
Manager and the Owner's other consultants. The Architect shall be entitl~l to rely on the accuracy and completeness
of services and information furnished by the Owner, the Construction Manager, and the Owner's other consultants.
The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission
or inconsistency in such services or information.
lilIITIAL
§ 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit to the Owner and the
Constructi~ Manager a schedule of the Architect's services for inclusion in the Project schedule prepared by the
Construction Manager. The schedule of the Architect's services shall include design milestone dates, anticipated dates
when cost estimates or design reviews may occur, and allowances for periods of time required (1) for the Owner's
review, (2) for the Construction Manager's review, (3) for the performance of the Owner's consultants, and (4) for
approval of submissions by authorities having jurisdiction over the Project.
§ 3.1.4 The Architect shall submit information to the Construction Manager and participate in developing and revising
the Project schedule as it relates to the Architect's services.
AIA Document B132TM' - 2~9 (formerly 8141 TM'CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized repr~luction or distribution of this AIA® s
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06130/2011 under Order No.4366332623_1 which expires on 03/0112012, and is not for resale.
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§ 3.1.5 Once the Owner and the Architect agree to the time limits established by the Project schedule, the Owner and
the Architect shall not exceed them, except for reasonable cause.
§ 3.1.6 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner's acceptance
ofnon-conforming Work, made without the Architect's approval.
§ 3.1.8 The Architect shall assist the Owner and Construction Manager in connection with the Owner's responsibility
for filing documents required. for the approval of governmental authorities having jurisdiction over the Project.
3.2 Investigation Phase Services
The Architect will review existing building conditions (identified b_y the Owner as requiring remediation), as directed
by the Owner, and document observed in-place construction. The Architect may also create measured drawings as
directed by the Owner. The City may authorize the Construction Manager to provide limited removal of existing
construction in order to accurately observe and determine the various aspects of existing conditions that may require
remediation. ZGA will work with the Construction Manager in reviewin eg xisting conditions of construction and
proposing recommendationsbased upon the observed conditions.
The Architect will provide Investigation Phase recommendations for remediation to the Owner and Construction
Manager in the form of schematic drawings and/or outline specifications. Upon approval of specific remediation
recommendations Project requirements) the Architect shall prepare construction documents per section 3.4.
0 j!~'IAL
AIA Document B132TM - 2009 (formerly B141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 7
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06130/2011 under Order No.4366332623 1 which expires on 03101/2012, and is not for resale.
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IV~ITlAL
.~
§ 3.4 Construction Documents Phase Services
§ 3.4.1 Based on the Owner's approval of the
any Project requirements and the budget for the Cost of the Work, the Architect shall prepare
Construction Documents for the Owner's approval and the Construction Manager's review. The Construction
Documents
-shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and
other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct
the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and
other similar submittals, which the Architect shall review in accordance with Section 3.6.4.
§ 3.4.2 .The Architect shall incorporate into the Construction Documents the design requirements of governmental
authorities having jurisdiction over the Project.
§ 3.4.3 During the development of the Construction Documents, if requested by the Owner, the Architect shall assist
the Owner and the Construction Manager in the development and preparation of (1) bidding and procurement
information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2}the form
Init. AIA Document B132® - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 8
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06130/2011 under Order No.4366332623 1 which expires on 03!0112012, and is not for resale.
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of agreement between the Owner and C~tractor; and (3) the Conditions of the Contact for Construction (General,
Supplementary and other Conditions); and (4) compile a project manual that includes the Conditions of the Contract
for Construction and may include bidding requirements and sample forms.
§ 3.4,4 Prior to the conclusion of the Construction Documents Phase, the Architect shall submit the Construction
..Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to
review the Construction Documents.
§ 3.4.5 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Construction
Documents Phase, the Architect shall take action as required under Section 6.7 and request the Owner's approval of
the Construction Documents.
§ 3.5 Bidding or Negotiation Phase Services
3.5.1 General
,
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§ 3.5.2 Competitive Bidding
§ 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents.
§ 3.5.2.2 The Architect shall assist the Owner and Construction Manager in bidding the Project by
.1 facilitating the reproduction of Bidding Documents for distribution to prospective bidders,
.2 participating in a pre-bid conference for prospective bidders, and
~.2 preparing responses to questions from prospective bidders and providing clarifications and
interpretations ofthe Bidding Documents in the form of addenda.
§ .3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and
shall consult with the Construction Manager and prepare and distribute addenda identifying approved substitutions to
all prospective bidders.
§ 3.6 Constn~ction Phase Services
3.6.1 General
§ 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth
below and in AIA Document A232T"~2009, General Conditions of the Contract for Construction, Construction
Manager as Adviser Edition. If the Owner and Contractor modify AIA Document A232-2009, those modifications
shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this
Agreement.
§ 3.6.1.2 The Architect shall advise and consult with the Owner and Construction Manager during the Construction
Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this
If~ITIAL
I'~v"
AIA Document B132TM - 2009 ~fonnerly 8141 T""CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 9
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06/3012011 under Order No.4366332623 1 which expires on 03101!2012, and is not for resale.
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Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means,
methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work,
nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the
requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or
omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the
Construction Manager, or the Conttactor or of any other persons or entities performing portions of the Work.
§ 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences
with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for
Payment.
§ 3.6.2 Evaluations of the Work
§ 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required
in Section 4.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and
to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully
completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make
exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits,
the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work
completed, and. report to the Owner and the Construction Manager (1) known deviations from the Contract Documents
and from the most recent construction schedule, and (2) defects and deficiencies observed in the Work.
§ 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and shall
notify the Construction Manager about the rejection. Whenever the Architect considers it necessary or advisable, the
Architect, upon written authorization from the Owner and notification to the Construction Manager, shall have the
authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,
whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect n~ a
decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility
of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or
other persons or entities performing portions of the Work.
§ 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the
Contract Documents on written request of the Construction Manager, Owner, or Contractor through the Construction
Manager. The Architect's response to such requests shall be made in writing within any time limits agreed upon or
otherwise with reasonable promptness.
§ 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable
from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations
and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not
show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The
Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the
..Contract Documents.
§ 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term
is defined in AIA Document A232 2009, the Architect shall render initial decisions on Claims between the Owner and
Contractor as provided in the Contract Documents.
§ 3.6.3 Certificates for Payment to Contractor
§ 3.6.3.1 The Architect shall review and certify an application for payment not more frequently than monthly. Within
seven days .after the Architect receives an application for payment forwarded from the Construction Manager, the
Architect shall review and certify the application as follows:
.1 Where there is only one Contractor responsible for performing the Work, the Architect shall review the
Contractor's Application and Certificate for Payment that the Construction Manager has previously
reviewed and certified. The Architect shall certify the amount due the Contractor and shall issue a
Certificate for Payment in such amount.
.2 Where there are Multiple Prime Contractors responsible for performing different portions of the
Project, the Architect shall review a Project Application and Project Certificate for Payment, with a
Summary of Contractors' Applications for Payment, that the Construction Manager has previously
AIA Document B132TM' - 2009 (formerly 8141 TM'CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® ,~ o
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06!30/2011 under Order No.4366332623 1 which expires on 0310112012, and is not for resale.
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prepared, reviewed and certified. The Architect shall certify the amounts due the Contractors and shall
issue a Project Certificate for Payment in the total of such amounts.
3.6.3.2 The Architect's certification for payment shall constitute a representation to the Owner, based on (1) the
Architect's evaluation of the Work as provided in Section 3.6.2, (2) the data comprising the Contractor's Application
for Payment or the data comprising the Project Application for Payment, and (3) the recommendation of the
Construction Manager, that, to the best of the Architect's knowledge, information and belief, the Work has progressed
to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing
representationsare subject (1) to an evaluation of the Work for conformance with the Contract Documents upon
Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from
the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect.
§ 3.6.3.3 The issuance of a Certificate for Payment or a Project Certificate for Payment shall not be a representation
that the Architect has (1 }made exhaustive or continuous on-site inspections to check the quality or quantity of the
Work, (2}reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of
requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate
the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money
previously paid on account of the Contract Sum.
§ 3.6.3.4 The ,Architect shall maintain a record of the applications and certificates for payment.
§ 3.6.4 Submittals
§ .3.6.4.1 The Architect shall review the Construction Manager's Project submittal schedule and shall not unreasonably
delay or withhold approval The Architect's action in reviewing submittals transmitted by the Construction Manager
shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal
schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to
permit adequate review.
§ 3.6.4.2 In accordance with the Architect-approved Project submittal schedule, and after the Construction Manager
reviews, approves and transmits the submittals, the Architect shall review and approve or take other appropriate action
upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose
of checking for conformance with information given and the design concept expressed in the Contract Documents.
Review of such submittals is not for the purpose of determining the accuracy and completeness of other information
such as dimensions, quantities,... and installation or performance of equipment or systems, which are the Contractor's
responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise
specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The
Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component.
§ 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or
certifications by a design professional related to systems, materials or equipment, the Architect shall specify the
.appropriate performance and design criteria that such services must satisfy. The Architect shall review shop drawings
and other submittals related to the Work designed or certified by the design professional retained by the Contractor
that bear such professional's seal and signature when submitted to the Architect. The Architect shall be antitled to rely
upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by
such design professionals.
§ 3.6.4.4 Afterreceipt of the Construction Manager's recommendations, and subject to the provisions of Section 4.3,
the Architect shall review and respond to requests for information about the Contract Documents. The Architect, in
consultation with the Construction Manager, shall set forth in the Contract Documents the requirements for requests
for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the
specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The
Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with
reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and
Specifications in response to requests for information.
§ 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals transmitted by the Construction
Manager in accordance with the requirements of the Contract Documents.
Init. AIA Document B132® - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 11
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06/30/2011 under Order No.4366332623 1 which expires on 03101/2012, and is not for resale.
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§ 3.6.5 Changes in the Work
§ 3.6.5.1 The Architect shall review and sign, or take other appropriate action, on Change Orders and Construction
Change Directives prepared by the Construction Manager for the Owner's approval and execution in accordance with
the Contract Documents.
§ 3.6.5.2 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract
Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Such changes
shall be effected by written order issued by the Architect through the Construction Manager.
§ 3.6.5.3 The Architect shall maintain records relative to changes in the Work.
§ 3,6.6 Project Compietion
§ 3.6.6.1 The Architect, assisted by the Construction Manager, shall conduct inspections to determine the date or dates
of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion prepared by
the Construction Manager; receive from the Construction Manager and review written warranties and related
documents required by the Contract Documents and assembled by the Contractor; and, after receipt of a final
Contractor's Application and Certificate for Payment or a final Project Application and Project Certificate for
Payment from the Construction Manager, issue a final Certificate for Payment based upon a final inspection indicating
the Work complies with the requirements of the Contract Documents.
§ 3.6.6.2 The Architect's inspections shall be conducted with the Owner and Construction Manager to check
conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and
completeness of the list submitted by the Construction Manager and Contractor of Work to be completed or corrected.
§ 3.6.6.3 When the Work is found to be substantially complete by the Construction Manager and Architect, and .after
certification by the Construction Manager and the Architect, the Architect shall inform the Owner about the balance of
the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contact Sum, if
any, for final completion or correction of the Work.
§ 3.6.6.4 Upon request of the .Owner, and prior to the expiration of one year from the date of Substantial Completion,
the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility
operations and performance.
ARTICLE 4 ADDITIONAL SERVICES
§ 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The
Architect shall provide the listed Additional Services only if specifically designated in the table below as the
Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2.
(Designate the Additional Services the Architect shall provide in the second column of the table below. In the third
column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit,
ident~ the exhibit.)
Services Responsi~lity
(Architect, Owner
or
Not Provided) Location of Service Description
(Section 4.2 below or in an exhibit
attached to this document and
identified below)
4.1.1 Pro min Not Provided.
§ 4.1.2 Multi le relimin desi s Not Provided
§ 4.1.3 Measured drawin s Architect Section 3.2
4.1.4 Existing.. facilities surve s Not Provided
.4.1.5 Site evaluation and lannin (B203TM-2007) Not Provided
4.1.6 Buildin information modelin Owner
4.1.7 Civil en 'eerie Owner
§ 4.1.8 Landsca. a desi Not Provided
4.1.9 Architectural interior desi (B252TM-2007) Not Provided
§ 4.1.10 Value analysis (B204TM 2007) Not Provided
§ 4.1.11 Detailed cost estimatin Not Provided
Init. AIA Document 8132® - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 12
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§ 4.1.12 On-site ro'ect r resentation (B207T~'-2008) Not Provided
4,1.13 Conformed construction documents Not Provided
4.1.14 As-desi ed record drawin s Architect
4.1,15 As-constructed record drawings Architect
§ 4.1.16 Post occu ancy evaluation Not Provided
4.1.17 Facility su ort services (B210T~-2007) Not Provided
4.1.18 Tenant-related services Not Provided
4.1.19 Coordination of Owner's consultants Architect
§ 4,1.20 Telecommunications/data desi Not Provided
4,1.21 Securi evaluation and lannin (B206TM-2007) Not Provided
4,1.22 Commissionin (B211TM-2007) Not Provided
4.1.23 Extensive environmental/ res onsible design Not Provided
§ 4.1.24 LEED® certification (B214T"~-2007) Not Provided
§ 4.1.25 Historic reservation (B205TM-2007) Not Provided
§ 4.1.26 Furniture, furnishings, and equipment design
(B253TM-2007) Not Provided
§ 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not
further described in an exhibit attached to this document.
§ 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement.
Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this
Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the
Architect's schedule.
§ 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner
with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not
proceed to provide the following services until the Architect receives the Owner's written authorization:
.1 Services necessitated by a change in the Initial Information, previous instructions or recommendations
given by the Construction Manager or the Owner, or approvals given by the Owner, or a material
change in the Project including, but not limited to, size, quality, complexity, building systems, the
Owner's schedule or budget for Cost of the Work, constructabilitycnnsiderations, procurement or
delivery method, or bid. packages in addition to those listed in Section 1.1.6;
.2 Making revisions in Drawings, Specifications, or other documents (as required pursuant to Section
6.7), when such revisions are required because the Construction Manager's estimate of the Cost of the
Work exceeds the Owner's budget, except where such excess is due to changes initiated by the
....Architect in scope, capacities of basic systems, or the kinds and quality of materials, finishes or
equipment;
.3 Services necessitated by the Owner's request for extensive environmentally responsible design
alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED®
certification;
.4 Changing or editing previously prepared Instruments of Service necessitated by the enactment or
revision of codes, laws or regulations or official interpretations;
.5 Services necessitated by decisions of the Owner or Construction Manager not rendered in a timely
manner or any other failure of performance on the part of the Owner, Construction Manager or the
Owner's other consultants or contractors;
.6 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner
authorized recipients;
.7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner
or Construction Manager;
.8 Preparation for, and attendance at, a public presentation, meeting or hearing;
.9 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the
Architect is party thereto;
___
AIA Document 6132TM - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
~n~. WARNING: This AIA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 13
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
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.10 Evaluation of the qualifications of bidders or persons providing proposals;
.11 Consultation concerning replacement of Work resulting from fire or other cause during construction; or
.12 Assistance to the Initial Decision Maker, if other than the Architect.
§ 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify
the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner
subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice
to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services:
.1 Reviewing a Contractor's submittal out of sequence from the initial Project submittal schedule agreed
to by the Architect;
.2 Responding to the Contractor's requests for information that are not prepared in accordance with the
Contract Documents or where such information is available to the Contractor from a careful study and
comparison of the Contract Documents, field conditions, other Owner-provided information,
Contractor-prepared coordination drawings, or prior Project correspondence or documentation;
.3 Preparing Change Orders, and Construction Change Directives that require evaluation of Contractor's
proposals and supporting data, or the preparation or revision of Instruments of Service;
.4 Evaluating an extensive number of Claims as the Initial Decision Maker;
.5 Evaluating substitutions proposed by the Owner, Construction Manager or Contractor and making
subsequent revisions to Instruments of Service resulting therefrom; or
.6 To the extent the Architect's Basic Services are affected, providing Construction Phase Services 60
days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial
Completion, identified in Initial Information, whichever is earlier.
i~~.~ say
`l
ARTICLE 5 OWNER'S RESPONSIBILITIES
§ 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner
regarding requirements for and limitations on the ,
...
> ,
.Project. Within 15 days after receipt of a written
request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the
Architect to evaluate, give notice of or enforce lien rights.
§ 5.2 The Owner shall retain a Construction Manager to provide services, duties and responsibilities asdescribed in
AIA Document C132 2009, Standard Form of Agreement Between Owner and Construction Manager. The Owner
shall provide the Architect a copy of the executed agreement between the Owner and the Construction Manager, and
any further modifications to the agreement.
§ 5.3 The Owner shall furnish the services of a Construction Manager that shall be responsible for creating the overall
Project schedule. The Owner shall adjust the Project schedule, if necessary, as the Project proceeds.
§ 5.4 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget
for the Cost of the Work as defined in Section 6.1, (2) the Owner's other costs, and (3) reasonable contingencies
related to all of these costs. The Owner shall furnish the services of a Construction Manager that shall be responsible
for preparing all estimates of the Cost of the Work. If the Owner significantly increases or decreases the Owner's
budget for the Cost of the Work, the Owner shall notify the Architect and the Construction Manager. The Owner and
AIA Document B132T"" - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 14
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent passible under the law.
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the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the
budget for the Cost of the Work or in the Project's scope and quality.
§ 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The
Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable
delay in the orderly and sequential progress of the Architect's services.
5.6 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the
site of the Project, and a written legal description of the site. The surveys and legal information shall include, as
applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands;
adjacent drainage; rights-of way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements
and trees; and information concerning available utility services and lines, both public and private, above and below
grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.
..
. .. ..
III I~'IAL
§ 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.
Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the
Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in
this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such
services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that
its consultants maintain professional liability insurance and other liability insurance as appropriate to the services
provided.
§ 5.9 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.
§ 5.10 The Owner shall furnish. all legal, insurance and accounting services, including auditing services, that maybe
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
§ 5.11 The Owner shall provide prompt written notice to the Architect and Construction Manager if the Owner
.becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's
Instruments of Service.
§ 5.12 Except as otherwise provided in the Contract Documents or when direct communications have been specially
authorized, the Owner shall endeavor to communicate with the Contractor through the Construction Manager, and
shall contemporaneously provide the same communications to the Architect about matters arising out of or relating to
the Contract. Documents. Communications by and with the Architect's consultants shall be through the Architect.
§ 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and
responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The
Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the
General Conditions of the Contract for Construction.
AIA Document B132TM - 2009 (formerly 8141 TM'CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
Init WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 15
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
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§ 5.14 The Owner shall provide the Architect access to the Proj ect site prior to commencement of the Work and shall
obligate the Construction Manager and Contractor to provide the Architect access to the Work wherever it is in
preparation or progress.
ARTICLE fi COST OF THE WORK
§ fi.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all
elements of the Project designed or specified by the Architect and shall include the contractors' general conditions
costs, overhead and profit. The Cost of the Work includes the compensation of the Construction Manager and
Construction Manager's consultants during the Construction Phase only, including compensation for reimbursable
expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect, the costs of
the land, rights-of way, financing, contingencies for changes in the Work or other costs that are the responsibility of
the Owner.
§ fi.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout
the Project as required under Sections 5.4 and 6.4. Evaluations of the Owner's budget for the Cost of the Work
represent the Architect's judgment as a design professional.
§ 6.3 The Owner shall require the Construction Manager to include appropriate contingencies for design, bidding or
negotiating, price escalation, and market conditions in estimates of the Cost of the Work. The Architect shall be
entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Construction Manager
.prepares as the Architect progresses with its Basic Services. The Architect shall prepare, as an Additional Service,
revisions to the Drawings, Specifications or other documents required due to the Construction Manager's inaccuracies
or incompleteness. in preparing cost estimates. The Architect may review the Construction Manager's estimates solely
for the Architect's guidance in completion of its services, however, the Architect shall report to the Owner any
material inaccuracies and inconsistencies noted during any such review.
I t~ IT1AL
§ fi.fi If the Owner chooses to proceed under Section 6.5.2, the Architect, e~with additional compensation, shall
incorporate the required modifications in the Construction Documents Phase as necessary to comply with the
Owner's budget for the Cost of the Work u +''° °^„^'~~~~^„ ^~+''° r,~,:^~-~~t°'~~+ D''n° Sera: ~~, or the budget
as adjusted under Section 6.5.1.
...
Init. AIA Document 8132® - 2009 (formerly 8141 TM'CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA ,~ s
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
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User Notes: (1431260748)
ARTICLE 7 COPYRIGHTS AND LICENSES
§ 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the
transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit
such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any
other information or documentation in digital form, they shall endeavor to establish necessary protocols governing
such transmissions.
§ 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective
Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and
other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official
regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in
derogation of the reserved rights of the Architect and the Architect's consultants.
§ l.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the
Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering
and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of
all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the
Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to
authorize the Contractor, Construction Manager, Subcontractors, Sub-subcontractors, and material or equipment
suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the
Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the
Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section
7.3 shall terminate.
§ 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of
Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising
from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the
Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of
action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the
Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully
terminates this Agreement for cause under Section 9.4.
§ 7.4 Except for the licenses granted in this Article 7, 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. Any unauthorized use of the
Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's
consultants.
ARTICLE 8 CLAIMS AND DISPUTES
§ 8.1 General
§ 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or
otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the
method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in
any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive
all claims and causes of action not commenced in accordance with this Section 8.1.1.
§ 8.1.2 To the .extent damages are covered by property insurance, the Owner and 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 AIA Document A232-2009, General Conditions of
the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the Cons~uction Manager,
contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated
herein.
§ 8.1.3 The Architect shall indemnify and hold the Owner and the Owner's officers and employees harmless from and
against damages, losses and judgments arising from claims by third parties, including reasonable attorneys' fees and
expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of
the Architect, its employees and its consultants in the performance of professional services under this Agreement. The
Init. AIA Document 8132® - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 17
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Architect's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance
.coverage.
§ $.1.4 The Architect and 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 of this Agreement, except as specifically provided in Section 9.7.
§ 8.2 Mediation
§ 8.2.1 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 binding dispute resolution. If such matter relates to or is the subject of a lien
arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the
lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.
§ 8,2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between
them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American
Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the
Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed
with the. person or entity administering the mediation. The request may be made concurrently with the filing of a
complaint or other appropriate- demand for binding dispute resolution but, in such event, mediation shall proceed in
advance of binding dispute resolution 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. If an arbitration
proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s)
and agree upon a schedule for later proceedings.
§ 8.2.3 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.
§ 8.1.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding
dispute resolution shall be the following:
(Check the appropriate box. If the Owner and Architect do not select a method of binding dispute resolution below, or
do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be
resolved in a court of eompetentlurisdiction.)
Arbitration pursuant to Section 8.3 of this Agreement
[ X ] Litigation in a court of competent jurisdiction
[ } Other: (Spec ~)
INITIAL
. AIA Document 6132TM - 2009 (formerly 8141 TM'CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
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Ii~ITIAL
ARTICLE 9 TERMINATION OR SUSPENSION
§ 9.~ 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, the Architect shall give
seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the
Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of
services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses
incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services
and the time schedules shall be equitably adjusted.
§ 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of
such suspension. then the Project is resumed, the Architect shall be compensated for expenses incurred in the
interruption and. resumption of the Architect's services. The Architect's fees for the remaining services and the time
schedules shall be equitably adjusted.
§ 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the
Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice.
§ 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party
fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the
termination.
9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the
Owner's convenience and without cause.
§ 9.6 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
,~o~„a~t ;,, co~+;,,~ o.~. due.
..
..
Init. AIA Document 8132® - 2009 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 19
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
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§ 9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement
are set forth in Article 7 and Section 11.9.
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 9 Q,1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties
have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern
Section 8.3.
§ 10.2 Terms in this Agteement shall have the same meaning as those in AIA Document A232 2009, General
Conditions of the Contract for Construction.
§ 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal
representatives tothis Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project
if the lender agrees to assume the Owner's rights and obligations under this Agreement.
§ 10.4 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. If the Owner requests
the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute
all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect
for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents
that would require knowledge, services or responsibilities beyond the scope of this Agreement.
§ 10.5 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.
§ 10.6 Unless otherwise required in this Agreement, the Architect 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.
i~ ~~TiAL
§ 10.8 If the Architect or Owner receives information specifically designated by the other party as "confidential" or
"business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to
any other person except to (1) its employees, (2) those who need to know the content of such information in order to
perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose
contracts include similar restrictions on the use of confidential information.
ARTICLE 11 COMPENSATION
§ 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as
follows:
(Insert amount of, or basis for, compensation.)
Time and materials basis per exhibit'A' (Attached).
§ 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Architect as follows:
(Insert amount of, or basis for, compensation. If necessary, list specific services to which parta'cular methods of
compensation apply.)
Time and materials basis per exhibit'A' (Attached).
AIA Document B132TM - 2009 (formerly 6141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All right reserved.
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Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
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§ 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the
Owner shall compensate the Architect as follows:
(Insert amount of, or basis for, compensation.)
Time and materials basis per exhibit'A' (Attached).
§ 11.4 Compensation for Additional Services of the Architect's consultants when not included in Sections 11.2 or
11.3, shall be the amount invoiced to the Architect plus zero percent (0 %), or as otherwise stated below:
Cn~omn4in nor~crr~ D~non ~~fyrn~l
`
• ~
~~~ 7~
p+~se~-( ~
Y„' ....iit"(
~i~6~8" Drrrha~v ~lE~C~Giir{
Te ~ mpe~s~ien ~d~ pe~er~-( 1 ~~ ~
7
,
.
seensed:
§ 11.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below.
The rates shall be adjusted in accordance with the Architect's and Archit~t's consultants' normal review practices.
(If applicable, attach an exhibit of hourly billing rates or insert them below.)
Employee or Category Rate ($0.00)
§ 11.8 Compensation for Reimbursable Expenses
§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include
expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows:
.3 Fees paid for securing approval of authorities having jurisdiction over the Project;
.4 Printing, reproductions, plots, standard form documents;
.5 Postage, handling and delivery;
.6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
.7 Renderings, models, mock-ups, professional photography, and presentation materials requested by the
Owner;
Init. AIA Document B132® - 2009 (formerly 8141 TM'CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 21
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06/30/2011 under Order No.4366332623 1 which expires on 03!0112012, and is not for resale.
User Notes: (1431260748}
.8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this
Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance
in excess of that normally carried by the Architect's consultants;
.9 All taxes levied on professional services and on reimbursable
expenses;a~
11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architect's consultants plus percent ( %) of the expenses incurred.
. .
.,
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..
§ 11.10 Payments to the Architect
..
§ 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.
Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thin (30 days after
the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from
time to time at the principal place of business of the Architect.
(Insert rate of monthly or annual interest agreed upon.)
~--°~
§ 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated
damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work
unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding.
§ 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on
the basis of hourly rates shall be available to the Owner at mutually convenient times.
ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Special- terms and conditions that modify this Agreement areas follows:
ARTICLE 13 SCOPE OF THE AGREEMENT
§ 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and
supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement maybe
amended only by written instrument signed by both Owner and Architect.
§ 13.2 This Agreement is comprised of the following documents listed below:
.1 AIA Document B132TM 2009, Standard Form Agreement Between Owner and Architect, Construction
Manager as Adviser Edition
.2 T A Tl,,..,,,,,~~Z ~ ~+n~ nn4n ~.•n4nnn~_~'v
' 4V~., Vl 411V iV11V •-111~•
~~~i~AL
1
Init. AIA Document 8132® - 2~9 (formerly 8141 TMCMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 22
Document, or any portion of ~ may result in severe civil and criminal pena~ies, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06130/2011 under Order No.4366332623 1 which expires on 0310112012, and is not for resale.
User Notes: (1431260748)
. .
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~~~
.4 Other documents:
(List other documents, if any, including additional scopes of service forming part of the Agreement.)
Exhibit'A': Billing Rates
Exhibit'B': Work Com letion issues dat -11
This Agreement is entered into as of the day and y r first written a ~ ve.
f ~
OWNER (Signat e) AR HI CT ignalure
\ ~~.
~._
Tammy de Weerd, Mayor Michael G. Simmonds, AIA Principal
(Printed name and title) (Printed name and title)
AIA Document 8132® - 2009 (formerly 8141 TM'CMa -1992). Copyright ®1992 and 2009 by The American Institute of Architects. All rights reserved.
Init. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 23
Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
~ This document was produced by AIA software at 09:54:58 on 06/30/2011 under Order No.4366332623 1 which expires on 0310112012, and is not for resale.
User Notes: (1431260748)
EXHIBIT `A'
I~~/'~ 1
The following represents ZGA's compensation rates for services provided
on a time and expense basis for 2011:
Principal
Senior Project Manager
Project Architect
Intern Architect (CARD)
Administrative/Clerical
Consultants
$120-140 per hour
$95-115 per hour
$75-90 per hour
$50-70 per hour
$45-70 per hour
Cost to ZGA
Reimbursable Expenses Cost
Reproduction Drawings (paper) $1.25/sheet
Reproduction 81/2 x 11 copies $0.15/sheet