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1m Architect Services1997 Edition - Electronic Format AIA Document B141 - 1997 Standard Form of Agreement Between Owner and Architect with Standard Form o/Architect's Services TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 1.3 TERMS AND CONDITIONS 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.5 COMPENSATION AGREEMENT made as of the Twentieth' day of April in the year Two Thousand and One (In ~¢ords, indicate da); month and )'ear) BETWEEN the Architect's client identified as the Owner: (2,~ne, address and other in£ormation ) City of Cbanbassen 690 City Center Drive Cbanbassen, MN 55317 and the Architect: (Nmne, address and other in£ormation) Meyer Scberer and Rockcastle, Ldt, Inc. 119 North Second Street Minneapolis, Minnesota 55401 For the following Project: {Include detailed desc~qption o£Project) Cbanbassen Public Library: Tbe project is a new library of approximately 34,000 GSF. Tbe new library will likely attacb to tbe existing City Hall building. The extent of tbe connection to City Hall may effect the scope, budget and fee for tbe work. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, ]951, 1953, 1958, 1961, ]963, 1966, ]967, 1970, 1974, 1977, ]987, © ]997 by The American Institute of Architects. Reproduction of the material herein or substantial quota/ion of its provisions without written permission of the AIA violates/he copyright laws of/he United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2OO1. AIA License Number 1000337, which expires on ]/3112002. ] The Owner and Architect agree as follows. ARTICLE 1.1 INITIAL INFORMATION 1.1.1 This Agreement is based on the following information and assumptions. (~role the dis£osition for the £o]lowing ilelllS by illserlillg the requested informatio~ or a stateme~t such as apph'cable, " 'bt~kno~,w at thne of execution "or "lo be determined ]~ter by mutual agreement. ') A~ The site is approximately 3.62 acres. This includes the area defined by Kerber Blvd and Market Bird, and West 78th St and Coulter Rd plus the area between Coulter Rd and the south facade of the existing City Hall. The actual building site for purposes of this contract will include the land 15 feet beyond the perimeter of the library footprint and additional parking built for the library. The remaining land not required for the library will become the 'Town Green' which will be designed under a separate agreement or added to the scope of this work. B. The Library will likely be one story. An initial study will investigate a two story option. C. Construction will start in the Spring of 2002 and take approximately 14 months. ].].2 PROJECT PARAMETERS 1.1.2.1 The objective or use is: (/dec, tit5· or describe,/fa?propn'ate, proflosed use or goa/s.) The new library will be part of the Carver County Public Library system. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its cornp/etion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 1.1.2.2 The physical parameters are: (Ide~tifi,' or describe, i£a££ro]m'ate, size, ]ocatio~, dimension,s, or other l)er~h;e~! h~£ormation, such as geotech~;ica] reports about the site.) The library will be approximately 32,000 g.s.[. 1.2.3- The O~mer's Program is: (Idea;tit5' docume~tation or state the manner i~ f~,h/ch the progrmn u~T] be de~'e]oped.) The Program for the building will be based on the Carver County Library Needs Assessment dated April 5, 2000. The Administrative area and garage space plus 20% non-assignable area are eliminated from the Needs Assessment. 1.1.2.4 The legal parameters are: (IdentilS,' perth~ent legal in£orm~tion, h~cludi~g, i£ajv)gropriate, land surveys and legal descriI)tions m~d restrictions o£ lhesite.) The Library will be sited to the south of the current City Hail within the existing 'Town Green' space. Coulter Rd may be eliminated or realigned to accommodate additional parking. ].1.2.5 The financial parameters are as follows. .1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: $ 6,000,000.00 .2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation and reimbursables, is: $ $,345,505.00 © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects ]735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 196l, 1963, 1966, 1967, ]970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as norad below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 2 1.1.2.6 The time parameters are: (Idez~ti~; i£aI)l)rOl)riate, m#estotw chutes, durations or Fast track scheduling.) Program review, Public input meetings and Design: Feb 1st through July 2001. Construction Documents: August 2001 thought December 2001. Bidding: January 2002. Construction: March or April of 2002 through May 2003. 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identitj, ' method such as competRNe bid, negotiated contract, or construction management.) Competitive Bidding 1.1.2.8 Other parameters are: (IdentilS,, special characteristics or needs o£ the Project such as energ); em~romnental or historic preservation requireme~ts. ) None This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 1.1.3 PROJECT TEAM 1.1.3.1 The Owner's Designated Representative is: [List name, address and other in£ormation.) Scott Botcher, City Manager City of Cbanbassen 690 City Center Dr Cbanbassen, MN 5S317 Teb 9S2-921-9401 ext 112 e-mail sbotcber~ci, cbanbassen, mn. us 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 ~mme, address and other /nformation.) Melissa Brecbon, Cbaska Library Director Carver County Library System 4 City Hall Plaza Cbaska, MN 55318 1.1.3.3 The Owner's other consultants and contractors are: (List discipli~w and, iFknown, identitj' them b)' name and address.) None © 1997 AIA® AIA DOCUMENT 8141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 3 1.1.3.4 The Architect's Designated Representative is: (L/st name, a&tress and other ~)~format~bn.) Barry Petit, Project Director Meyer, Scherer & Rockcastle, ltd 612-359-3234 barry@msrltd, com 1.1.3.5 The consultants retained at the Architect's expense are: (List d/sc/ph)w and, i£~own, /dent/ii' them b)' ~mme and address.) Electrical and Mechanical Engineers: Sabesta Blomberg, PE Structural Engineers: Meyer, Borgman and Johnson, PE Civil Engineers: Unknown Specifications; Win Johnson Landscape Architect: Damon Father ¢5~ Ass©c, Inc Hardware: Jim Locke l.l.4 Other important initial information is: None This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 1.1.5 When the services under this Agreement include contract administration sen, ices, the General Conditions of the Contract for Construction shall be the edition of AIA Document A2Ol current as of the date of this Agreement, or as follows: No additional conditions l.l.6 The information contained in this Article L~ 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 Ser¥ices in accordance with Paragraph ~.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 othemdse 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 ~5 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. mmm m © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 4 ].2.2.2 The Owner shall periodically update the budget for the Project, including that portion allocated for the Cost of the Work. The Owner shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost of the Work, or contingencies included in the overall budget or a portion of the budget, without the agreement of the Architect to a corresponding change in the Project scope and quality. 1.2.2.3 The Owner's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's sen, ices. 1.2.2.4 The Owner shall furnish the sen, ices of consultants other than those designated in Paragraph L1.3 or authorize the Architect to furnish them as a Change in Sen, ices when such sen, ices are requested by the Architect and are reasonably required by the scope of the Project. 1.2.2.5 Unless othen~,ise provided in this Agreement, the O~mer shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 1.2.2.6 The Owner shall furnish all legal, insurance and accounting services, including auditing sen4ces, that ina), be reasonably necessary at an), 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 an), fault or defect in the Project, including an), errors, omissions or 'inconsistencies in the Architect's Instruments of Sen, ice. 1.2.3 ARCHITECT - - . ' -:' 1.2.3.1 The sen, ices performed by the Architect, Architect's' employees and Architect's consultants shall be as enumerated in Article 1.4. 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's sen, ices which initially shall be consistent with the time periods established in SUbparagraph 1.1.2.6 and which shall be ' adjusted, if necessary, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.2.3.3 The Architect's Designated Representative identified in Paragraph 1.1.3 shall be authorized to act on the Architect's behalf with respect to the Project. 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicator), proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentialiW of information specifically designated as confidential by the Owner. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. T: - © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 5 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in an), actMty, or accept any employment, interest or contribution that would reasonably appear to cmnpromise 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 sen, ices. 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 sen'ices 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 sen,ices or information. 'I.2.3.8 Throughout the term o/ this Agreement and for this Project, the Architect, at its expense, shall maintain with insurer(s) licensed to do business in Minnesota, (i) professional liability insurance ($1,000,000 coverage for each claim/$2,000, O00 aggregate per year), (ii) worker's compensation (statutory coverage limits), (iii) employer's liability insurance ($500,000 coverage limit), and (iv) commercial general liability insurance ($1,000,000 coverage for each claim/$1,000, O00 aggregate with a $1,000,000 umbrella policy). Additionally, the Architect shall require the structural engineer to maintain professional liability insurance ($1,000,000 coverage limit); and the mechanical, electrical and civil engineers to each maintain professional liability insurance ($$00,000 coverage limiO. All such insurance shall be primary insurance without right o/ contribution by any insurance carded by the Owner and shall be maintained for a minimum period o/ three (3) years following substantial completion o/ earlier termination of this Agreement. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 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 the 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 Instruments of Sen, ice for usc- solely with respect to this Project. The Architect and the Architect's consultants Owner shall be deemed the authors and owners of 'u~:~,,~, the r¢spcctivc Instruments of Sen, ice and shall~.~,~,,:'- have all common law, statutory and other rcscrvcd rights, including cop)rights. The Architect, however, may use the Instruments of Service of any promotional purposes. © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 6 © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 1.3.2.1.1 I! the Owner uses the lntruments o[ Semice for any use other than the Project, the Owner shall notify the Architet in writing and hold harmless the Architect from any resulting liability for such reuse. 1.3.2.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged in default of this Agreement, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. 1.3.2.3 Except for the licenses granted in Subparagraph 1.3.2.2, no other license or right shall be deemed granted or implied under this Agreement. The O~q~er shall not assign, delegate, sublicense, pledge or otherwise transfer an), license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by license granted in Subparagraph 1.3.2.2. Submission or distribution of Instruments of Service to meet official regulatory-requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments of Service for future additions or alterations to this Project or for other projects, unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants. -An), unauthorized use of the Instruments of Service shall be at the OWner's tole risk and without liability to the Architect and the Architect's consultants. 1.3.2.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not othe~4se provided in this Agreement. 1.3.3 CHANGE IN SERVICES 1.3.3.1 Change in Services of the Architect, including sen, ices required of the Architect's consultants, may be accomplished after execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by circumstances beyond the Architect's control, or if the Architect's services are affected as described in Subparagraph 1.3.3.2. In the absence of mutual agreement in writing, the Architect shall notify the Owner prior to providing such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect, and the Architect shall have no obligation to provide those services. Except for a change due to the fault of the Architect, Change in Services of the Architect shall entitle the Architect to an adjustment in compensation pursuant to Paragraph L5.2, and to any Reimbursable Expenses described in Subparagraph 1.3.9.2 and Paragraph L5.5. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT I)141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 196l, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 7 1.3.3.2 If any of the following circumstances affect the Architect's sen,ices for the Project, the Architect shall be entitled to an appropriate adjustment in the Architect's schedule and compensation: .1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Sen, ice; .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 Owner or the Owner's consultants or contractors; .6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto; .7 change in the information contained in Article t.1. '1.3.o, 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 pan),. If such matter relates to or is the subject of a lien arising out of the Architect's sen,ices, the Architect ma), 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 resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree othem4se, 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 part), to this Agreement and with the American Arbitration Association. The request ma)' 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 stayad pending mediation for a perigd of 60 days from the date of filing, unl,ess stayed for a longer period by agreement of the parties or court order. 1.B.4.~ 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. ",...,.o :~: ARBITRATION 1.~.S.1 At~ -claim; disputc --err -o ..... matter d-tt question arising out -~-f--ot relatcd -to '~':~ - ..... -'co arbitration, 4-he parties ~.,u endeavor-'~o- Agreemento,,,=,~t'~u ..~,_,,. subject-to arbitration. ~-:~- o11~:111 resolve disputes by mediation in accordance with Paragraph 1.3.4. 1.3.$.2 Claims, disputes "-n ,~,~, ,.,.~=, matters-in question between '~ parties 't~' rcsolved~ ~ncdiationo,,~,,~~'~ dccidcd~ arbitration which, '""~,,~,= .... ,,=~ parties mutually~- othcnvisc, -~-' ~ accordance ...:,k ,k~ Construction IndustD, Arbitration ~"~ }t Ifil ill[ lkUl[O ill[ American Arbitration Association currcntly~ effect: The demand~ arbitration shall bc filed recmcnt ~ .... American Arbitration flllU Association. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. I / © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 8 1.3.5.3 ~ dcmand-for arbitrationo.,~.~'~-'-be,,..,.,~.'--~'~A within-a reasonable ':,,.~. .... ..,,~,n---the,.,,,--,-~-:- - disputc or other mattcr-i-~ question has ariscn.~n no cvcnt shall thc dcmand for arbitration bc .~_ _r,^_ th -~ ...... '~^'-i tit ti -erf-teg~ q it bi p dig ........ - '--~liicx~a~ ~x~.tr..t C ~atv.. wiiv..li ns U Oil -or C U a c rocce n s 1 disputc or othcr mattcr in qucstion would bc barred by thc applicable statute of limitations. ].3.5.~1 No arbitration arising 0,,~'" -of-or relating-to ,t.:~..; Agreemcnt o...~-~'~ include,-by- consolidation-or joindcr-oe-i-n any other manner,-an additional person-oe entity not-'a pa~y to this Agreemcnt, except-by written conscnt containing-a specific reference-to this Agreement- and signcd-by thc Owner, Architect,-and-any-other pcrson-or-entfly sought-t-o-be joined.- Conscnt-t-o arbitration involving-an additional person-er entryo.,.,-t'-" ,,,~--~' constitute consent to- arbitration-of any ~ dispute-or ,_,.~., matter-itt question not describcd-in thc Yrrittcn- conscnt or with a person or entity not namcd or dcscribcd therein. The forcgoing agreemcnt to arbitrate -'- '~ ~' ~- ^- agrccments-to arbitrate '":' t. ............ . .... -an additional pcrson-or entity dui), consentcd- to-by parties-to ',.o'- :~ Agreement o.,~,-'- -" _r~,,. specifically en forccablc-i-n accordance -'-:'-~,,'- applicable- law in an), court having jurisdiction thereof. ].3.5.5 ~t.,,~ ....... ..,,,,~,'~ rendercd-by thc arbitrator-or arbitratorso....~'-~" bc final, and judgmentarcay- bc cntcrcd upon it in accordance with applicable law in an), court having jurisdiction thcreof. 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 with Paragraph L3.8. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 1.3.7 MISCELLANEOUS PROVISIONS 1.3.7.1 This Agreement shall be governed by the law of the principal pla~e of business of the ~ Architect, unless otherwise provided in Paragraph L4.2. 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A2o~, 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 run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they ma), 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 employees of any of them similar waivers in favor of the other parties enumerated herein. 1.3.7.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 9 © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 disposal of or exposure of persons to hazardous materials or toxic substances in an), form at the Project site. 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. 1.3.7.8 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least ~4 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, sen'ices or responsibilities beyond the scope of this Agreement. 1.3.7.9 The Owner and Architect, respectively, bind themseh,es, 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 Agreexnent without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such extent, 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. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELEC TRONICALL Y DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 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 ~uspension of performance ofsen4ces under this Agreement. If the Architect elects to suspend sen, ices, prior to suspension of sen, ices, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of sen, ices, the Architect shall have no liability to the Owner for delay or dama. ge caused the Owner because of such suspension of sen'ices. Before resuming sen, ices, the Architect shall be paid all sums due prior to suspension and an), expenses incurred in the interruption and resumption of the Architect's sen'ices. 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 sen, ices performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's sen, ices. The Architect's fees for the remaining sen, ices and the time schedules shall be equitably adjusted. 1.3.8.3 If the Project is suspended or the Architect's sen, ices are suspended for more than 9o consecutive days, the Architect ma), terminate this Agreement by gMng not less than seven days' written notice. 1.3.8.4 This Agreement may be terminated by either part), upon not less than seven days' N~q'itten notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. I © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AtA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopyin8 violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 10 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 ~.3.8.7. 1.3.8.7 Termination Expenses are in addition to compensation for the sen,ices of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated, -"'~ tj,~,o-an atnount for thc Architect's anticipatcd profit on thc valuc of the scrvices not pcrformcd by thc Architect. 1.3.9 PAYMENTS TO THE ARCHITECT 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and deliver), 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 by the Owner in excess of that normally carried by the Architect and the Architect's consultants;.. .7 reimbursable expenses as designated in Paragraph ~.5-5; .8 other similar direct Project-related expenditures. - , 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. . _ 1.3.9.4' Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DocUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 11 ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oraN. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. 1.4.1.1 Standard Form of Agreement Between Owner and Architect, AIA Document B~4~- ~997. 1.4.1.2 Standard Form of Architect's Sea, ices: Design and Contract Administration,' AIA Document BI4H997, or as follows: (List other docume~Jts, i£mO ; ddh~eati~ba Arch/tec[ 's scoj)e of serffces.) None 1.4.].3 Other documents as follows: (L/st olh er docum e~ ts, if m0; £omu)~g ]cart o£the Agreem en t. ) None This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 1.4.2 Special Terms and Conditions. Special terms and conditions that modify this Agreement are as follows: None © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, (D 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AtA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1CX:X)337, which expires on 1/31/2002. 12 ARTICLE 1.5 COMPENSATION 1.5.1 For the Architect's sen,ices as described under Article 1.4, compensation shall be computed as follows: Architectural and Engineering services shall be based on nine percent (9 %) of the final general construction budget ($5,345,505.00 x .09) The Stipulated Sum for architectural and engineering work shall be $481,095.00. Professional interior services shall be based on ten percent (10%) of the new furniture and sbehdng budget, plus the fair market value of any existing furniture planned for reuse in the new library (34,000 s.f. x $13.50 x .1). The Stipulated Sum for the interior work shall be $45,900.00. The total Stipulated Sum for professional work is $526,995.00 Compensation shall be distributed by the following approximate percentages for each phase. These percentages may vary by a maximum of 3 % higher or lower for each phase as a result of project circumstances, however, the final total fee will remain as per the total Stipulated Sum in the above paragraph unless changes occur as described in Paragraph ~.3.3. Architectural/Engineering Breakdown Schematic Design 11% Design Development 15% Construction Documents 44% Bidding 3 % Construction Administration 25 % Post Construction 2 % 52,920 72,164 211,680 14,434 120,274 9,622 Inte-dor Design Breakdown Programing/LayoutS 15% $ 6,885 Fubniture Selection 40% $18,360 Specifications 30% $~ 13, 770 Bidding 5% $ 2,295 Installation 10% $ 4,590 1.5.1.2 The duration of the Bidding Phase shall start when the date the construction documents are issued for bidding until the Owner approves the bid amount or issues a Notice to Proceed, which ever come first. Construction Administration shall immediately follow. '1.5.2 If the ser~rices of the Architect are changed as described in Subparagraph 1.3.3a, the Architect's compensation shall be adjusted. Such adjustment shall be calculated as described below or, if no method of adjustment is indicated in this Paragraph 1.5.2, in an equitable manner. (Insert basis of compensatio#, includi~g rates and multiples of Direct Personnel £¥pe~se for P~ncipals and emplo)'ees, and identil3' Principals and classii5' employees, if required. Identit5' specific set~¥ces to which particular methods o£ compensatio~ app]): ) Adjust ments shall be made as a fixed amount determined for each change in the work. The amount will be calculated using the Architects current hourly rates. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT 15141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 195i, 1953, 1958, 1961, 1963, 1966, ]967, 1970, 1974, 1977, ]987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number ]000337, which expires on 1/31/2002. 13 1.5.3 For a Change in Services of the Architect's consultants, compensation shall be computed as a multiple of one and tenth percent ( 1.1 ) times the amounts billed to the Architect for such services. 1.5.4 For Reimbursable Expenses as described in Subparagraph L3.9.2, and any other items included in Paragraph L5.5 as Reimbursable Expenses, the compensation shall be computed as a multiple of one ( I ) times the expenses incurred by the Architect, and the Architect's employees and consultants. Reimbursable expenses will be $14,000.00. This will include the cost for printing the Bidding Documents. 1.5.5 Other Reimbursable Expenses not included, if an),, are as follows: Photographic quality computer images. 1.5.6 The rates and multiples for sen,ices of the Architect and the Architect's consultants as set forth in this Agreement shall be adjusted in accordance with their normal salary review practices. 1.5.7 An initial payment of zero Dollars (s 0 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account at final payment. Subsequent payments for services shall be made monthly, and where applicable, shall be in proportion to sen, ices performed on the basis set forth in this Agreement. 1.5.8 Payments are due and payable fifteen ('15) days from the date of the Architect's invoice. Amounts unpaid thirty ( $0 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from titne to time at the principal place of business of the Architect. (lnset~ rate o/interest agreed upon.) 12% APR (LlsuO' laws and requirements under the Federa] Truth h~ Lending Act, sim/Jar state and ]oca] consumer credit ]aws and other regu/aobns at the O~,qwr's and Archilect's fin)w/pa/])/aces of busi)wss, the bcatibn of the Pro/ecl and else~,'here ma)' affect the va/id/o' o£th/s protYsion. Specific legal advice should be obtained re'th respect lo deletions or moditTcaobns, and also regarding requirements such as ~,zVtten disclosures or waivers.) 1.5.9 If the sen, ices covered by this Agreement have not been Completed within thirty ( 30 ) months of the date hereof, through no fault of the Architect, extension of the Architect's sen, ices beyond that time shall be compensated as provided in Paragraph 1.5.2. This Agreement entered into as of the da), and year first written above. OWN E R (Signature) (?tinted name and title) ARCH I TECT (Signature) Jeffrey Scberer, Principal (Printed name and tR/e) This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA(D AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 19t7, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to lega} prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 14 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 15 1997 Edition - Electronic Format AIA Document B141 - 1997 Standard Form of Architect's Services: Design and Contract Administration TABLE OF ARTICLES 2.1 PROJECT ADMINISTRATION SERVICES 2.2 SUPPORTING SERVICES 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES 2.1.1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue progress repons. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those sen,ices provided by the Owner and the Owner's consultants. 2.1.2 When Project requirements have been sufficiently identified, the Architect shall prepare, and periodically update, a Project schedule that shall identif3, milestone dates for decisions required of the Owner, design services furnished by the Architect, completion of documentation provided by the Architect, commencement of construction and Substantial Completion of the Work. 2.1.3 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program, budget and aesthetics in developing the design for the Project. 2.1.4 Upon request of the Owner, the Architect shall make a presentation to explain the design of the Project to representatives of the Owner. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953. 1958, 1961, 1963, 1966, 1967, 1970. 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright taws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia - 4/18/2001. AIA License Number 1OOO337, which expires on 1/31/2OO2. 16 2.1.5 The Architect shall submit design documents to the Owner at intervals appropriate to the design process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. 2.1.6 The Architect shall assist the Owner in connection with the O~mer's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK 2.1.7.1 When the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the Work. This estimate may be based on current area, volume or similar conceptual estimating techniques. As the design process progresses through the end of the preparation of the Construction Documents, the Architect shall update and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general market conditions. If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjustments. 2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. 2.1.7.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to: include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. 2.1.7.4 If bidding or negotiation has not commenced within 9o days after the Architect submits the Construction Documents to the Owner, the budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the construction industry. 2.1.7.5 Iftbree or more bona fide bids are received and the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiatcd proposal, the Owner shall: .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Subparagraph ~.3.8.5; or .4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 195i, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 17 2.].7.6 If the bona fide selecled low bid exceeds the budget for the Cost o! the Work by $% and the Owner chooses to proceed under Clause Clauses 2.1.7.5.2 and/or 2.1.7.5.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work. The modification of such documents shall be the limit of the Architect's responsibility under this Paragraph 2.L7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced, y the bona fide selected low bid is less than S%over the budget for the Cost oI the Work and the Owner chooses to proceed under Clauses 2.1.7.5.2 and/or 2.1.7.5.4, the Architect shall be compensated for his time according to 1.$.2. 2.1.7.7 I! fewer than three bona fide bids are received and the lowest responsible bid exceeds the Project budget by five percent (5%), the bid shall be declared non competitive. The Project may be rebid without ~y_~banges to the bid docurq~d the Owner will pay for all the associated rebidding cbs. ts. tf~lJ2,~ low responsible bi~ fro t~second round o/bidding still exceeds the budget for iB~,~Ost"'ot..the Work by fiT.~en~ (5%), the Architect, without additional compensation, shal~e documents in accGFcFance with paragraph 2.1.7.6. 2.1.7.8 I! a non competitive bid is declared and the Owner directs the Architect to revise the documents in order to negotiate cost reductions with the contractor, or the Owner requests the Architect to revise the documents and rebid, the Architect shall receive full compensation for its ti~ne and expenses. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ARTICLE 2.2 SUPPORTING SERVICES 2.2.1 Unless specifically designated in Paragraph 2.8.3, the sen, ices in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. 2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, special equipment, systems and site requirements. 2.2.1.2 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; 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 sen, ices and lines, both public and private, above and below grade, including inverts and depths. All the information on the sun, ey shall be referenced to a Project benchmark. 2.2.1.3 The Owner shall furnish sen, ices ofgeotechnical engineers which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. © 1997 AIA® AIA DOCUMENT 8141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to le§al prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted be[ow, expiration as noted below, expiration as noted below. User Document: Bl41 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 18 ARTICLE 2.3 EVALUATION AND PLANNING SERVICES 2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement, including the Owner's program and schedule requirements and budget for the Cost of the Work, each in terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the Owner of any other information or consultant services that may be reasonably needed for the Project. 2.3.2 The Architect shall provide a preliminary evaluation of thc Ov, mer's sitc for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work. 2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall notify the Owner of anticipated impacts that such method ma), have on the Owner's program, financial and time requirements, and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES 2.4.1 The Architect's design services shall include normal structural, mechanical and electrical engineering services. 2.4.2 SCHEMATIC DESIGN DOCUMENTS 2.4.2.1 The Architect shall provide Schematic Design Documents based on the mutually agreed-upon program, schedule, and budget for the Cost of the Work. The documents shall establish the conceptual design o£ the Project illustrating the scale and relationship of the Project components. The Schematic Design Document's shall include a conceptual site plan, if appropriate, and preliminary building plans, building sections, and exterior elevations and preliminary cost estimate. At the Architect's option, the Schematic Design Documents may include stud), models, perspective sketches, electronic modeling or combinations of these -media. Preliminary selections of major building systems and construction materials shall be' noted on the drawings or described in w~riting. 2.4.3 DESIGN DEVELOPMENT DOCUMENTS 2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Work. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, building sections, exterior and interior elevations, typical construction details, and equipment layouts and a cost estimate. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality levels. 2.4.4 CONSTRUCTION DOCUMENTS 2.4.4.1 The Architect shall provide Construction Documents based on the approved Design Development Documents and updated budget for the Cost of the Work. The Construction Documents shall set forth in detail the requirements for construction of the Project. The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 19 2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of: 0) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement between the Owner and the Contractor; and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. 2.5.2 ,~.t.~.,,~. Architect ~k~n ~:~, ~t.~ Ownerdm establishing~ .... -~ff prospective bidders-or allall a331,3[ Lilt - contractors. 2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of thc bid or proposal results. 2.5.4 COMPETITIVE BIDDING 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pa)' directly for thc cost of reproduction or shall reimburse the Architect for such expenses. 2.5.4.3 hr requested-by thc Owner, the The Archi{ect shall distribute the Bidding Documents to prospective bidders and request their return upon completion of the bidding process. The Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, received from and returned to prospective bidders. 2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. 2.5.4.5 The Architect shall-participate in of, at the Owner's direction, shall organize and conduct a pre-bid conference for prospective bidders. 2.5.4.t5 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding results, as directed by the Owner. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AtA DOCUMENT MAY BE MADE BY USING AtA DOCUMENT D401. I / © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 2OOO6-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 2O ":: NEGOTIATED PROPOSALS 2.S.5.l Proposal Documents shall consist of proposal requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. 2.5.5.2 If requested by the Owner, thc Architect shall arrange for procuring the reproduction St._n llglll of Proposal Documents-for distribution-to prospective contractors. '~t.~,,~. Owncr -pay- directly for thc cost of reproduction or shall rcimbursc the Architect for such cxpenscs. 2.5.5.3 t-f rcquestcd-by thc Owner, '~-~,,,,. Architecto,,,,~t.~' organize,,,,.,~-'~ participatc-i-n selection- interviews with prospective contractors. 2.5.5.~1 Thc Architect shall consider requests for substitutions,-i-f permitted-by-the Proposal- Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. 2.5.5.5 ~ requested-by thc Owner, thc Architect-sh~ assi3t thc Owner during negotiations- with prospective contractors. The Architect shall subsequently prepare a summarT report of thc negotiation results, as directed by thc Owner. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES 2.6.1 GENERAL ADMINISTRATION 2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the edition of AIA Document A2ox, General Conditions of the Contract for Construction, current as of the date of this Agreement. Modifications made to the .General Conditions, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. 2.6.1.2 The Architect's responsibility to provide the Col~tract Administration Sen, ices under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall be entitled to a change in Sen, ices in accordance with Paragrgph 2.8.2 when Contract Administration Sen, ices extend 60 days after the date of Substantial Completion of the Work. 2.6.1.3 The Architect shall be a representative of and shall advise and consult with the O,~mer during the provision of the Contract Administration Sen, ices. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendment. 2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent v,411 not be unreasonably withheld. 2.6.1.5 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. 2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. l © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 21 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirexnents of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within an)' time limits agreed upon or othem, ise with reasonable promptness. 2.6.1.8 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 initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall-h'ert show partiality4o- cither, and shall not be liable for the results of interpretations or decisions so rendered in good lal~.ll, 2.6.1.9 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. Ilowcvcr, ,t...,,,~. Architect's decisions -on matters rclating -to aesthetic~.~,~,-'cc- ..... ~,,=.k^~ -be final df- consistent with the intent expressed in the Contract Documcnts. 2.6.2 EVALUATIONS OF THE WORK 2.6.2.1 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article 2.8, (~) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when full)' 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. The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents.. 2.6.2.2 The Architect shall report to the Owner known deviations from, the Contract Documents and from the most recent construction schedule submitted by .the Contractor. However, the Architect shall not be responsible for the Contractor's failm:e 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 Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. :2.6.2.3 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.2.4 Except as othem, ise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor through 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. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted be[ow. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on t/31/2002. 22 2.6.2.5 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have 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 nor 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. 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR 2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts. The Architect's certification for pa)qnent shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Paragraph 2.6.2 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (~) 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. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 2.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (~) 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. 2.6.3.3 The Architect shall maintain a record °fthe ~ontrac_tor's Applications for Pa)qnent. 2.6.4 SUBMITTALS 2.6.4.1 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. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless othe~4se 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. 2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 23 2.6.4.3 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design criteria that such sen, ices must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. 2.6.5 CHANGES IN THE WORK 2.6,5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. The Architect ma)' authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified, as provided in Paragraph 2.8.2. 2.6.5.2 Tile Architect shall review properly prepared, timely requests by the Owner or Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. 2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a recommendation to the Owner, who ma), authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if an),,.the Architect shall estimate the ~dditional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Architect. With the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. 2.6.5.4 The Architect shall maintain records relative to changes in the Work. 2.6.6 PROJECT COMPLETION 2.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive from the Contractor and fom,ard to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. A U THEN TICA TION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D40L © '1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, ¢) 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of ~he AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted be[ow, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2OO1. AIA License Number 1000337, which expires on 1/3t/2002. 24 2.6.6.1.1 The date for Substantial Completion shall be submitted by the Contractor, reviewed by the Architect and approved by the Owner prior to the start of the Work. I[ through no fault of the Architect nor his Consultants, construction extends beyond the approved Substantial Completion date, the Architect and his Consultants shall be compensated for their time at current hourly rates from the original Substantial Completion date up to the actual revised Substantial Completion date. The Architect will attempt to notify the Owner 30 days in advance o! the original Substantial Completion date o! the his concern that the construction may exceed the original said date. 2.6.6.2 The Architect's inspection shall be conducted with the Owner's Designated Representative 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 Contractor of Work to be completed or corrected. 2.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including any amounts needed to pay for final completion or correction of the Work. 2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner: (~) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment and (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. ARTICLE 2.7 FACILITY OPERATION SERVICES 2.7.1 The Architect shall meet with the O~mer or the Owner's Designated Representative promptly after Substantial Completion to review the need for facility operation services. 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall conduct ameeting with the Owne~ and the Owner's 'Designated Representative to review the facility operations and Performance and to make appropriate recommendations to the Owner. ARTICLE 2.8 SCHEDULE OF SERVICES 2.8.1 Design and Contract Administration Sen, ices beyond the following limits shall be provided by the Architect as a Change in Sen, ices in accordance with Paragraph 1.3.3: .1 up to two (2) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor. .2 up to twent*y-eigbt ( 28 ) visits to the site by the Architect over the duration of the Project during construction. .3 up to two ( 2 ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. .4 up to two ( 2 ) inspections for any portion of the Work to determine final completion. © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 10(X)337, which expires on 1/31/2002. 25 2.8.2 The following Design and Contract Administration Ser¥ices shall be provided by the Architect as a Change in Sen,ices in accordance with Paragraph ~.3-3: .1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 responses to the Contractor's requests for information 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; .1 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Sen, ice; .4 providing consultation concerning replacement of Work resulting from fire or other cause during construction; .5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in connection with the Work; .t5 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; .7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; or .8 Contract Administration Sen, ices provided 6o days after the date of Substantial Completion of the Work. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. 2.B.3 The Architect shall furnish or provide the following sen, ices only if specifically designated: Services Responsibility Location of Service L4rc,Sitect, O~;er or ~Vot .P~o~?'ded) Description .~ Programming owner .2 Land Sup'ey Services owner · 3 Geotechnical Sen, ices owner · 4 Space Schematics/FlowDiagrams n.p. · 5 Existing Facilities Surveys n.p. .6 Economic Feasibility Studies h.p. · 7 Site Analysis and Selection h.p. .8 Environmental Studies and h.p. Reports .9 Owner-Supplied Data h.p. Coordination .m Schedule Development and h.p. Monitoring .n Civil Design architect .12 Landscape Design architect (within 15 feet of the building) -~3 Interior Design architect · ~4 Special Bidding or Negotiation h.p. · 15 Value Analysis n.p. .~6 Detailed Cost Estimating architect · ~7 On-Site Project Representation architect (limited as per 2.8.1.2 .~8 Construction Management h.p. · 19 Start-up Assistance h.p. .20 Record Drawings additional service © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Rel~oduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically pro. duced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as holed below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 26 © 1997 AIA® AmA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 .2t Post-Contract Evaluation .22 Tenant-Related Services .23 .24 .25 Description of Services. (I~sert descriptions o£the services designated.) architect ARTICLE 2.9 MODIFICATIONS 2.9.1 Modifications to this Standard Form of Architect's Sen, ices: Design and Contract Administration, if an),, are as follows: None By its execution, this Standard Form of Architect's Sen, ices: Design and Contract Administration and modifications hereto are incorporated into the Standard Form of Agreement Between the Owner and Architect, AIA Document B~4~-~997, that was entered into by the parties as of the date: February 8th, 2001. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. OWNER (signature) (Printed name and title) ; Jeffrey Scberer, Principal (?tinted name and title) © 1997 AIA® AIA DOCUMENT B141 - 1997 STANDARD FORM AGREEMENT The American Institute of Architects 1735 New York Avenue N.W. Washington, D.C. 20006-5292 © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987, © 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below, expiration as noted below, expiration as noted below, expiration as noted below. User Document: B141 1997 Chanhassen.aia -- 4/18/2001. AIA License Number 1000337, which expires on 1/31/2002. 27