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1f. City Hall Expansion, Plans & Specs, Bids & Architectural Agreement 1 to - ., 4 i . CITYOF I \ . , . „ A ,. - CHANHASSEN . \ " 690 COULTER DRIVE • P.O. BOX 147 • I ' CHANHASSEN, MINNESOTA 55317 (612) 937-1900 IMEMORANDUM TO: Mayor and City Council IFROM: Don Ashworth, City Manager DATE: April 11, 1988 I SUBJ: City Hall Expansion - 1. Approval of Plans and Specifications 2 . Authorize Bids II3 . Approve Architectural Agreement 1 The plans and specifications are available at City Hall. They conform to the concept and schematic approvals previously given by the City Council . In light of the favorable bidding climate that appears to continue to exist, staff has attempted to move Iforward as quickly as possible on the plans and specification bid requirements. Accordingly, staff would recommended approval of the plans and specifications and authorizing bids for the pro- I ject. Also attached is the architectural agreement for architectural I services for the new addition. The architectural agreement is in all respects similar to that approved for the public works garage. The percent of contract is consistent with metropolitan area AIA contracts and recognizes that the construction includes I both new and existing construction. The contract is an "all-inclusive" contract in that immovable fixtures, carpeting, cabinetry, cabling, etc. are included as a part of the plans and I specifications. Given time constraints, I cannot give the City Council the personal assurance that staff has verified that each of these elements are included in the plans as received. I Approval of the contract should be contingent upon documentation by the architect of this position as well as City staff re- verification through plan checking of these statements. I Approval of the architectural agreement, with the contingency noted above, is recommended. II Qv..) cip cc„),.„--/ 1 I T H E A M E R I C A N I N S T I T U T E O F A R C H I T E Gmc I 1 1 AIA Document B141 Standard Form of Agreement Between 1 Owner and Architect 1987 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AGREEMENT made as of the Eighth day of March in the year of Nineteen Hundred and Eighty-eight BETWEEN the Owner: City of Chanhassen (Name and address) 690 Coulter Drive P . 0. Box 147 Chanhassen, MN 55317 and the Architect: EOS Corporation (Name and address) 470 Water Street Excelsior, MN 55331 For the following Project: (Include detailed description of Project, r O c 3zd ct Hall Addition 690 Coulter Drive 1 Chanhassen, Minnesota See Attachment A i The Owner and Architect agree as set forth below. Copyright 1917,1926,1948,1951,1953,1958,1961, 1963, 1966,1967, 1970, 1974, 1977,©1987 by The American Institute of Architects, 1735 New York Avenue, N W, Washington, D C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 8141-1987 1 ITERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT IARTICLE 1 schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents ARCHITECT'S RESPONSIBILITIES I consisting of drawings and other documents to fix and describe 1,1 ARCHITECT'S SERVICES the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such 1.1.1 The Architect's services consist of those services per- other elements as may be appropriate. I formed by the Architect,Architect's employees and Architect's 2.3.2 The Architect shall advise the Owner of any adjustments consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12 to the preliminary estimate of Construction Cost. 1.1.2 The Architect's services shall be performed as expedi- 2.4 CONSTRUCTION DOCUMENTS PHASE 1 tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the 2.4.1 Based on the approved Design Development Docu- Architect shall submit for the Owner's approval a schedule for ments and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the the performance of the Architect's services which may be I adjusted as the Project proceeds, and shall include allowances Owner,the Architect shall prepare,for approval by the Owner, for periods of time required for the Owner's review and for Construction Documents consisting of Drawings and Specifica- approval of submissions by authorities having jurisdiction over tions setting forth in detail the requirements for the construe- the Project. Time limits established by this schedule approved tion of the Project. by the Owner shall not,except for reasonable cause,be exceeded 2.4.2 The Architect shall assist the Owner in the preparation of by the Architect or Owner. the necessary bidding information, bidding forms, the Condi- tions of the Contract,and the form of Agreement between the 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11 5 1 Owner and Contractor I2.4.3 The Architect shall advise the Owner of any adjustments ARTICLE 2 to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. SCOPE OF ARCHITECT'S BASIC SERVICES 2.4.4 The Architect shall assist the Owner in connection with 2.1 DEFINITION the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction 2.1.1 The Architect's Basic Services consist of those described over the Project. 1 in Paragraphs 2.2 through 2 6 and any other services identified in Article 12 as part of Basic Services,and include normal struc- 2.5 BIDDING OR NEGOTIATION PHASE tural, mechanical and electrical engineering services. 2.5.1 The Architect, following the Owner's approval of the 2.2 SCHEMATIC DESIGN PHASE Construction Documents and of the latest preliminary estimate 2.2.1 The Architect shall review the program furnished by the of Construction Cost, shall assist the Owner in obtaining bids Owner to ascertain the requirements of the Project and shall or negotiated proposals and assist in awarding and preparing arrive at a mutual understanding of such requirements with the contracts for construction. I Owner 2.2.2 The Architect shall provide a preliminary evaluation of 2.6 CONSTRUCTION PHASE—ADMINISTRATION THE CONSTRUCTION CONTRACT the Owner's program, schedule and construction budget 1 requirements, each in terms of the other, subject to the limita- tions 2.6.1 The Architect's responsibility to provide Basic Services set forth in Subparagraph 5.2 1 for the Construction Phase under this Agreement commences 2.2.3 The Architect shall review with the Owner alternative with the award of the Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate approaches to design and construction of the Project. for Payment or 60 days after the date of Substantial Completion I 2.2.4 Based on the mutually agreed-upon program, schedule of the Work,unless extended under the terms of Subparagraph and construction budget requirements, the Architect shall 10 3.3 prepare, for approval by the Owner, Schematic Design Docu- 2.6.2 The Architect shall provide administration of the Con- , ments consisting of drawings and other documents illustrating the scale and relationship of Project components. tract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area,volume or otherwise provided in this Agreement. Iother unit costs. 2.6.3 Duties,responsibilities and limitations of authority of the 2.3 DESIGN DEVELOPMENT PHASE Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of 2.3.1 Based on the approved Schematic Design Documents the Contractor, which consent shall not be unreasonably and any adjustments authorized by the Owner in the program, withheld. AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA° • ©1987 TIfE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE,N W.,WASHINGTON,D C.20006 8141-1987 2 2.6.4 The Architect shall be a representative of and shall advise quantity of the Work,(2)reviewed construction means,meth- and consult with the Owner(1)during construction until final ods, techniques,sequences or procedures,(3)reviewed copies III payment to the Contractor is due,and(2)as an Additional Ser- of requisitions received from Subcontractors and material sup- vice at the Owner's direction from time to time during the cor- pliers and other data requested by the Owner to substantiate rection period described in the Contract for Construction.The the Contractor's right to payment or(4)ascertained how or for I Architect shall have authority to act on behalf of the Owner what purpose the Contractor has used money previously paid only to the extent provided in this Agreement unless otherwise on account of the Contract Sum. modified by written instrument. 2.6.11 The Architect shall have authority to reject Work which 2.6.5 The Architect shall visit the site at intervals appropriate does not conform to the Contract Documents. Whenever the I to the stage of construction or as otherwise agreed by the Architect considers it necessary or advisable for implementa- Owner and Architect in writing to become generally familiar tion of the intent of the Contract Documents,the Architect will with the progress and quality of the Work completed and to have authority to require additional inspection or testing of the determine in general if the Work is being performed in a man- Work in accordance with the provisions of the Contract Docu- I ner indicating that the Work when completed will be in accor- ments, whether or not such Work is fabricated, installed or dance with the Contract Documents. However, the Architect completed.However,neither this authority of the Architect nor shall not be required to make exhaustive or continuous on-site a decision made in good faith either to exercise or not to exer- inspections to check the quality or quantity of the Work. On cise such authority shall give rise to a duty or responsibility of I the basis of on-site observations as an architect, the Architect the Architect to the Contractor, Subcontractors, material and shall keep the Owner informed of the progress and quality of equipment suppliers, their agents or employees or other per- the Work, and shall endeavor to guard the Owner against sons performing portions of the Work. defects and deficiencies in the Work. (More extensive site 2.6.12 The Architect shall review and approve or take other I representation may be agreed to as an Additional Service, as appropriate action upon Contractor's submittals such as Shop described in Paragraph 3.2) Drawings, Product Data and Samples, but only for the limited 2.6.6 The Architect shall not have control over or charge of purpose of checking for conformance with information given I and shall not be responsible for construction means,methods, and the design concept expressed in the Contract Documents. techniques,sequences or procedures,or for safety precautions The Architect's action shall be taken with such reasonable and programs in connection with the Work, since these are promptness as to cause no delay in the Work or in the con- solely the Contractor's responsibility under the Contract for struction of the Owner or of separate contractors,while allow- I Construction. The Architect shall not be responsible for the ing sufficient time in the Architect's professional judgment to Contractor's schedules or failure to carry out the Work in accor- permit adequate review. Review of such submittals is not con- dance with the Contract Documents. The Architect shall not ducted for the purpose of determining the accuracy and coin- have control over or charge of acts or omissions of the Contrac- pleteness of other details such as dimensions and quantities or tor, Subcontractors, or their agents or employees, or of any for substantiating instructions for installation or performance of other persons performing portions of the Work. equipment or systems designed by the Contractor,all of which remain the responsibility of the Contractor to the extent 2.6.7 The Architect shall at all times have access to the Work required by the Contract Documents. The Architect's review ' wherever it is in preparation or progress. shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction 2.6.8 Except as may otherwise be provided in the Contract means, methods, techniques, sequences or procedures. The Documents or when direct communications have been spe- Architect's approval of a specific item shall not indicate cially authorized,the Owner and Contractor shall communicate approval of an assembly of which the item is a component. I through the Architect.Communications by and with the Archi- When professional certification of performance characteristics tect's consultants shall be through the Architect. of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such 2.6.9 Based on the Architect's observations and evaluations of certification to establish that the materials, systems or equip- I the Contractor's Applications for Payment, the Architect shall ment will meet the performance criteria required by the Con review and certify the amounts due the Contractor tract Documents. 2.6.10 The Architect's certification for payment shall consti- 2.6.13 The Architect shall prepare Change Orders and Con- tute I a representation to the Owner, based on the Architect's struction Change Directives, with supporting documentation observations at the site as provided in Subparagraph 2 6.5 and and data if deemed necessary by the Architect as provided in on the data comprising the Contractor's Application for Pay- Subparagraphs 3.1 1 and 3.3.3, for the Owner's approval and ment, that the Work has progressed to the point indicated and execution in accordance with the Contract Documents, and I that,to the best of the Architect's knowledge,information and may authorize minor changes in the Work not involving an belief, quality of the Work is in accordance with the Contract adjustment in the Contract Sum or an extension of the Contract Documents. The foregoing representations are subject to an Time which are not inconsistent with the intent of the Contract evaluation of the Work for conformance with the Contract Documents. I Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- 2.6.14 The Architect shall conduct inspections to determine tract Documents correctable prior to completion and to spe- the date or dates of Substantial Completion and the date of final cific qualifications expressed by the Architect.The issuance of a completion, shall receive and forward to the Owner for the I Certificate for Payment shall further constitute a representation Owner's review and records written warranties and related that the Contractor is entitled to payment in the amount certi- documents required by the Contract Documents and assem- fied. However, the issuance of a Certificate for Payment shall bled by the Contractor,and shall issue a final Certificate for Pay- not be a representation that the Architect has(1)made exhaus- ment upon compliance with the requirements of the Contract tive or continuous on-site inspections to check the quality or Documents. I AIA DOCUMENT 9141 • OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA® •©1987 3 8141-1987 T1iE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D C.20006 I ., . I 2.6.15 The Architect shall interpret and decide matters con 3.2.3 Through the observations by such Project Represen- cerning performance of the Owner and Contractor under the tatives, the Architect shall endeavor to provide further protec- requirements of the Contract Documents on written request of tion for the Owner against defects and deficiencies in the Work, either the Owner or Contractor. The Architect's response to but the furnishing of such project representation shall not I such requests shall be made with reasonable promptness and within any time limits agreed upon. modify the rights,responsibilities or obligations of the Architect as described elsewhere in this Agreement. 2.6.16 Interpretations and decisions of the Architect shall be I consistent with the intent of and reasonably inferable from the 3.3 CONTINGENT ADDITIONAL SERVICES Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial deci- 3.3.1 Making revisions in Drawings, Specifications or other sions, the Architect shall endeavor to secure faithful perfor- documents when such revisions are: mance by both Owner and Contractor,shall not show partiality .1 inconsistent with approvals or instructions previously to either,and shall not be liable for results of interpretations or given by the Owner, including revisions made neees decisions so rendered in good faith. sary by adjustments in the Owner's program or Proj- 2.6.17 The Architect's decisions on matters relating to aesthe- ect budget, I tic effect shall he final if consistent with the intent expressed in the Contract Documents. .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such 2.6.18 The Architect shall render written decisions within a documents; or ' reasonable time on all claims,disputes or other matters in ques- .3 due to changes required as a result of the Owner's fail- tion between the Owner and Contractor relating to the execu- to render decisions in a timely manner tion or progress of the Work as provided in the Contract Documents. 3.3.2 Providing services required because of significant 2.6.19 The Architect's decisions on claims, disputes or other changes in the Project including, but not limited to, size, qual- matters, including those in question between the Owner and ity, complexity, the Owner's schedule, or the method of bid- Contractor, except for those relating to aesthetic effect as pro ding or negotiating and contracting for construction,except for vided in Subparagraph 2.6 17, shall be subject to arbitration as services required under Subparagraph 5.2 5 provided in this Agreement and in the Contract Documents. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change ARTICLE 3 Orders and Construction Change Directives. ADDITIONAL SERVICES 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent 3.1 GENERAL revisions to Drawings,Specifications and other documentation I resulting therefrom. 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12,and they shall 3.3.5 Providing consultation concerning replacement of Work be paid for by the Owner as provided in this Agreement, in damaged by fire or other cause during construction, and fur addition to the compensation for Basic Services. The services fishing services required in connection with the replacement Idescribed under Paragraphs 3.2 and 3 4 shall only be provided of such Work.if authorized or confirmed in writing by the Owner If services 3.3.6 Providing services made necessary by the default of the described under Contingent Additional Services in Paragraph Contractor, by major defects or deficiencies in the Work of the 3 3 are required clue to circumstances beyond the Architect's Contractor,or by failure of performance of either the Owner or ' control, the Architect shall notify the Owner prior to com- Contractor under the Contract for Construction. mencing such services. If the Owner deems that such services described under Paragraph 3 3 are not required, the Owner 3.3.7 Providing services in evaluating an extensive number of shall give prompt written notice to the Architect. If the Owner claims submitted by the Contractor or others in connection I indicates in writing that all or part of such Contingent Addi- the Work. tional Services are not required,the Architect shall have no obli- gation to provide those services. 3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the I 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES Architect is party thereto 3.3.9 Preparing documents for alternate,separate or sequential bids or providing services in connection with bidding,negotia 3.2.1 If more extensive representation at the site than is described in Subparagraph 2 6 5 is required, the Architect shall tion or construction prior to the completion of the Construe- provide one or more Project Representatives to assist in carry lion Documents Phase. lug out such additional on-site responsibilities 3.4 OPTIONAL ADDITIONAL SERVICES 3.2.2 Project Representatives shall be selected, employed and I directed by the Architect, and the Architect shall be compen- 3.4.1 Providing analyses of the Owner's needs and progratn- sated therefor as agreed by the Owner and Architect. The ming the requirements of the Project duties, responsibilities and limitations of authority of Project Representatives shall he as described in the edition of AIA 3.4.2 Providing financial feasibility or other special studies. I Document B352 current as of the date of this Agreement,unless 3.4.3 Providing planning surveys, site evaluations or com- parative studies of prospective sites AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©198' ITIIE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D C.20006 8141-1987 4 . .. I 3.4.4 Providing special surveys, environmental studies and 4.2 The Owner shall establish and update an overall budget for I submissions required for approvals of governmental authorities the Project,including the Construction Cost,the Owner's other or others having jurisdiction over the Project. costs and reasonable contingencies related to all of these costs. 3.4.5 Providing services relative to future facilities, systems 4.3 If requested by the Architect, the Owner shall furnish evi- I and equipment. dence that financial arrangements have been made to fulfill the 3.4.6 Providing services to investigate existing conditions or Owner's obligations under this Agreement. facilities or to make measured drawings thereof. 4.4 The Owner shall designate a representative authorized to 3.4.7 Providing services to verify the accuracy of drawings or act on the Owner's behalf with respect to the Project. The I other information furnished by the Owner. Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the 3.4.8 Providing coordination of construction performed by Architect in order to avoid unreasonable delay in the orderly separate contractors or by the Owner's own forces and coordi- and sequential progress of the Architect's services. I nation of services required in connection with construction performed and equipment supplied by the Owner 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site 3.4.9 Providing services in connection with the work of a con- of the Project, and a written legal description of the site. The II struction manager or separate consultants retained by the surveys and legal information shall include, as applicable, Owner. grades and lines of streets, alleys, pavements and adjoining 3.4.10 Providing detailed estimates of Construction Cost. property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restric- I 3.4.11 Providing detailed quantity surveys or inventories of tions, boundaries and contours of the site; locations, dimen- material, equipment and labor. sions and necessary data pertaining to existing buildings,other • 3.4.12 Providing analyses of owning and operating costs. improvements and trees;and information concerning available utility services and lines, both public and private, above and I 3.4.13 Providing interior design and other similar services below grade, including inverts and depths.All the information required for or in connection with the selection,procurement on the survey shall be referenced to a project benchmark. or installation of furniture, furnishings and related equipment. 4.6 The Owner shall furnish the services of geotechnical engi- ' 3.4.14 Providing services for planning tenant or rental spaces. neers when such services are requested by the Architect. Such 3.4.15 Making investigations, inventories of materials or equip- services may include but are not limited to test borings, test ment, or valuations and detailed appraisals of existing facilities. pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,ground corrosion and resis- I 3.4.16 Preparing a set of reproducible record drawings show- tivity tests, including necessary operations for anticipating sub- ing significant changes in the Work made during construction soil conditions, with reports and appropriate professional based on marked-up prints, drawings and other data furnished recommendations. by the Contractor to the Architect. 4.6.1 The Owner shall furnish the services of other consul- ' 3.4.17 Providing assistance in the utilization of equipment or tants when such services are reasonably required by the scope systems such as testing,adjusting and balancing,preparation of of the Project and are requested by the Architect. operation and maintenance manuals, training personnel for 4.7 The Owner shall furnish structural, mechanical, chemical, operation and maintenance,and consultation during operation. I air and water pollution tests,tests for hazardous materials,and 3.4.18 Providing services after issuance to the Owner of the other laboratory and environmental tests, inspections and final Certificate for Payment, or in the absence of a final Cer- reports required by law or the Contract Documents. tificate for Payment, more than 60 days after the date of Sub- I stantial Completion of the Work. 4.8 The Owner shall furnish all legal,accounting and insurance 3.4.19 Providing services of consultants for other than archi- counseling services as may be necessary at any time for the tectural, structural, mechanical and electrical engineering por Project, including auditing services the Owner may require to tions of the Project provided as a part of Basic Services. verify the Contractor's Applications for Payment or to ascertain I how or for what purposes the Contractor has used the money 3.4.20 Providing any other services not otherwise included in paid by or on behalf of the Owner. this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 4.9 The services,information,surveys and reports required by I Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 4 4.10 Prompt written notice shall be given by the Owner to the I Architect if the Owner becomes aware of any fault or defect in OWNER'S RESPONSIBILITIES the Project or nonconformance with the Contract Documents. 4.1 The Owner shall provide full information regarding 4.11 The proposed language of certificates or certifications I requirements for the Project, including a program which shall requested of the Architect or Architect's consultants shall be set forth the Owner's objectives,schedule,constraints and cri- submitted to the Architect for review and approval at least 14 teria, including space requirements and relationships, flexi- days prior to execution. The Owner shall not request certifica- bility, expandability, special equipment, systems and site tions that would require knowledge or services beyond the I requirements. scope of this Agreement. AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA® • ©1987 5 8141-1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 I 1 , . I ARTICLE 5 .3 if the Project is abandoned, terminate in accordance CONSTRUCTION COST with Paragraph 8.3, or .4 cooperate in revising the Project scope and quality as 5.1 DEFINITION required to reduce the Construction Cost. I5.1.1 The Construction Cost shall be the total cost or esti- If the Owner chooses to proceed under Clause 5.2.4.4, mated cost to the Owner of all elements of the Project designed the Architect,without additional charge,shall modify the Con- or specified by the Architect. tract Documents as necessary to comply with the fixed limit,if I established as a condition of this Agreement. The modification 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. equipment designed, specified, selected or specially provided The Architect shall be entitled to compensation in accordance I for by the Architect, plus a reasonable allowance for the Con- with this Agreement for all services performed whether or not tractor's overhead and profit. In addition, a reasonable allow- ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during I construction. ARTICLE 6 5.1.3 Construction Cost does not include the compensation of USE OF ARCHITECT'S DRAWINGS, the Architect and Architect's consultants, the costs of the land, SPECIFICATIONS AND OTHER DOCUMENTS rights-of-way, financing or other costs which are the respon- ' sibility of the Owner as provided in Article 4 6.1 The Drawings, Specifications and other documents pre- 5.2 RESPONSIBILITY FOR CONSTRUCTION COST pared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project 5.2.1 Evaluations of the Owner's Project budget, preliminary and, unless otherwise provided, the Architect shall be deemed I estimates of Construction Cost and detailed estimates of Con the author of these documents and shall retain all common law, struction Cost, if any,prepared by the Architect,represent the statutory and other reserved rights, including the copyright. Architect's best judgment as a design professional familiar with The Owner shall be permitted to retain copies,including repro- the construction industry. It is recognized, however, that nei- ducible copies, of the Architect's Drawings, Specifications and I ther the Architect nor the Owner has control over the cost of other documents for information and reference in connection labor, materials or equipment, over the Contractor's methods with the Owner's use and occupancy of the Project.The Archi- of determining bid prices,or over competitive bidding,market tect's Drawings,Specifications or other documents shall not be or negotiating conditions. Accordingly, the Architect cannot used by the Owner or others on other projects,for additions to I and does not warrant or represent that bids or negotiated prices this Project or for completion of this Project by others, unless will not vary from the Owner's Project budget or from any the Architect is adjudged to be in default under this Agreement, estimate of Construction Cost or evaluation prepared or agreed except by agreement in writing and with appropriate compen- to by the Architect. sation to the Architect. I 5.2.2 No fixed limit of Construction Cost.shall be established as a condition of this Agreement by the furnishing,proposal or 6.2 Submission or distribution of documents to meet official requirements or for similar purposes in connection establishment of a Project budget, unless such fixed limit has with the Project is not to be construed as publication in deroga- been agreed upon in writing and signed by the parties hereto If tion of the Architect's reserved rights. i such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials,equipment,com- ponent systems and types of construction are to be included in I the Contract Documents, to make reasonable adjustments in ARTICLE 7 the scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fixed ARBITRATION limit.Fixed limits,if any,shall be increased in the amount of an I increase in the Contract Sum occurring after execution of the 7.1 Claims, disputes or other matters in question between the Contract for Construction. parties to this Agreement arising out of or relating to this Agree- ment or breach thereof shall be subject to and decided by arbi- 5.2.3 If the Bidding or Negotiation Phase has not commenced tration in accordance with the Construction Industry Arbitra- ' within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of effect unless the parties mutually agree otherwise. Construction Cost shall be adjusted to reflect changes in the tion Rules of the American Arbitration Association currently in general level of prices in the construction industry between the 7.2 Demand for arbitration shall be filed in writing with the date of submission of the Construction Documents to the other party to this Agreement and with the American Arbitra I Owner and the date on which proposals are sought. tion Association.A demand for arbitration shall be made within 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- a reasonable time after the claim, dispute or other matter in 5.2.4 has arisen.In no event shall the demand for arbitration in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall. be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in 1 give written approval of an increase in such fixed question would be barred by the applicable statutes of limitations. limit; 7.3 No arbitration arising out of or relating to this Agreement I .2 authorize rebidding or renegotiating of the Project shall include,by consolidation,joinder or in any other manner, within a reasonable time; an additional person or entity not a party to this Agreement, 1 AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 6 I except by written consent containing a specific reference to .2 Ten percent of the total compensation for Basic and I this Agreement signed by the Owner, Architect,and any other Additional Services earned to date if termination person or entity sought to be joined. Consent to arbitration occurs during the Design Development Phase; or involving an additional person or entity shall not constitute •3 Five percent of the total compensation for Basic and consent to arbitration of any claim, dispute or other matter in Additional Services earned to date if termination I question not described in the written consent or with a person occurs during any subsequent phase. or entity not named or described therein.The foregoing agree- ment to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by the parties to ARTICLE 9 1 this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. MISCELLANEOUS PROVISIONS 7.4 The award rendered by the arbitrator or arbitrators shall be 9.1 Unless otherwise provided, this Agreement shall be gov- applicable final,and judgment may be entered upon it in accordance with 9.1 Unless the law otherwise of the provided,phi place Agreement of business be the applicable law in any court having jurisdiction thereof. Architect. 9.2 Terms in this Agreement shall have the same meaning as I ARTICLE 8 those in AIA Document A201, General Conditions of the Con- tract for Construction,current as of the date of this Agreement. TERMINATION, SUSPENSION OR ABANDONMENT 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have 8.1 This Agreement may be terminated by either party upon I not less than seven days'written notice should the other party accrued and the applicable statutes of limitations shall corn fail substantially to perform in accordance with the terms of this mence to run not later than either the date of Substantial Corn Agreement through no fault of the party initiating the termination. pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for I 8.2 If the Project is suspended by the Owner for more than 30 Payment for acts or failures to act occurring after Substantial consecutive days, the Architect shall be compensated for ser- Completion. vices performed prior to notice of such suspension.When the 9.4 The Owner and Architect waive all rights against each Project is resumed, the Architect's compensation shall be equi other and against the contractors, consultants, agents and I tably adjusted to provide for expenses incurred in the interrup employees of the other for damages,but only to the extent coy [ion and resumption of the Architect's services. ered by property insurance during construction, except such 8.3 This Agreement may be terminated by the Owner upon rights as they may have to the proceeds of such insurance as set 1 not less than seven days' written notice to the Architect in the forth in the edition of AIA Document A201,General Conditions event that the Project is permanently abandoned.If the Project of the Contract for Construction, current as of the date of this is abandoned by the Owner for more than 90 consecutive days, Agreement. The Owner and Architect each shall require similar the Architect may terminate this Agreement by giving written waivers from their contractors, consultants and agents. I notice. 9.5 The Owner and Architect, respectively, bind themselves, 8.4 Failure of the Owner to make payments to the Architect in their partners, successors, assigns and legal representatives to accordance with this Agreement shall be considered substantial the other party to this Agreement and to the partners, succes- nonperformance and cause for termination. sors, assigns and legal representatives of such other party with I respect to all covenants of this Agreement. Neither Owner nor 8.5 If the Owner fails to make payment when due the Archi- Architect shall assign this Agreement without the written con- tect for services and expenses, the Architect may, upon seven sent of the other. days'written notice to the Owner,suspend performance of ser- vices ' under this Agreement. Unless payment in full is received 9.6 This Agreement represents the entire and integrated agree- by the Architect within seven days of the date of the notice,the ment between the Owner and Architect and supersedes all suspension shall take effect without further notice.In the event prior negotiations, representations or agreements, either writ- of a suspension of services, the Architect shall have no liability ten or oral. This Agreement may be amended only by written I to the Owner for delay or damage caused the Owner because instrument signed by both Owner and Architect. of such suspension of services. 9.7 Nothing contained in this Agreement shall create a contrac- 8.6 In the event of termination not the fault of the Architect, tual relationship with or a cause of action in favor of a third the Architect shall he compensated for services performed prior party against either the Owner or Architect. I to termination, together with Reimbursable Expenses then due 9.8 Unless otherwise provided in this Agreement,the Architect and all Termination Expenses as defined in Paragraph 8 7 and Architect's consultants shall have no responsibility for the 8.7 Termination Expenses are in addition to compensation for discovery, presence,handling,removal or disposal of or expo- Basic and Additional Services, and include expenses which are sure of persons to hazardous materials in any form at the Project 1 directly attributable to termination.Termination Expenses shall site, including but not limited to asbestos, asbestos products, he computed as a percentage of the total compensation for polychlorinated biphenyl(PCB)or other toxic substances. Basic Services and Additional Services earned to the time of ter- I mination, as follows. 9.9 The Architect shall have the right to include representa- tions of the design of the Project,including photographs of the .1 "Twenty percent of the total compensation for Basic exterior and interior, among the Architect's promotional and and Additional Services earned to date if termination professional materials. The Architect's materials shall not occurs before or during the predesign,site analysis,or include the Owner's confidential or proprietary, information if I Schematic Design Phases; or the Owner has previously advised the Architect in writing of AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 7 B141-1987 TIIE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D C.20006 I s . the specific information considered by the Owner to be confi- 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES dential or proprietary The Owner shall provide professional credit for the Architect on the construction sign and in the pro 10.3.1 An initial payment as set forth in Paragraph 11.1 is the motional materials for the Project. ARTICLE 10 minimum payment under this Agreement. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to ser- vices performed within each phase of service, on the basis set forth in Subparagraph 11.2.2 PAYMENTS TO THE ARCHITECT 10.3.3 If and to the extent that the time initially established in 10.1 DIRECT PERSONNEL EXPENSE Subparagraph 11 5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any ser- 10.1.1 Direct Personnel Expense is defined as the direct vices rendered during the additional period of time shall be I salaries of the Architect's personnel engaged on the Project and computed in the manner set forth in Subparagraph 11 3.2. the portion of the cost of their mandatory and customary con- tributions and benefits related thereto, such as employment 10.3.4 When compensation is based on a percentage of Con j taxes and other statutory employee benefits, insurance, sick struction Cost and any portions of the Project are deleted or leave, holidays, vacations, pensions and similar contributions otherwise not constructed,compensation for those portions of and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensa the Project shall be payable to the extent services are per formed on those portions, in accordance with the schedule set forth in Subparagraph 11.2.2,based on(1)the lowest bona fide bid or negotiated proposal, or(2)if no such bid or proposal is received, the most recent preliminary estimate of Construction tion for Basic and Additional Services and include expenses Cost or detailed estimate of Construction Cost for such poi incurred by the Architect and Architect's employees and con- bons of the Project. sultants in the interest of the Project,as identified in the follow- 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL ing Clauses. SERVICES 10.2.1.1 Expense of transportation in connection with the 10.4.1 Payments on account of the Architect's Additional Project, expenses in connection with authorized out-of-town Services and for Reimbursable Expenses shall be made monthly I travel, long-distance communications, and fees paid for secur- presentation of the Architect's statement of services ren- ing approval of authorities having jurisdiction over the Project. dered or expenses incurred. i 10.2.1.2 Expense of reproductions, postage and handling of 10.5 PAYMENTS WITHHELD I Drawings, Specifications and other documents j 10.5.1 No deductions shall be made from the Architect's com- 10.2.1.3 If authorized in advance by the Owner, expense of pensation on account of penalty, liquidated damages or other overtime work requiring higher than regular rates sums withheld from payments to contractors,or on account of I 10.2.1.4 Expense of renderings,models and mock-ups requested the cost of changes in the Work other than those for which the by the Owner Architect has been found to be liable. 10.2.1.5 Expense of additional insurance coverage or limits, 10.6 ARCHITECT'S ACCOUNTING RECORDS I including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and 10.6.1 Records of Reimbursable Expenses and expenses per- Architect's consultants taining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- 10.2.1.6 Expense of computer-aided design and drafting able to the Owner or the Owner's authorized representative at Iequipment time when used in connection with the Project. mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows 11.1 AN INITIAL PAYMENT of N/A Dollars($ ) shall be made upon execution of this Agreement and credited to the Owner's account at final payment. 11.2 BASIC COMPENSATION I 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows I (Insert basis of compensation. including stipulated stns. multiples or percentages, and identify phases to which particular methods of compensation apply, if necessary) Lump Sum Amount of $37 ,050 I AIA DOCUMENT B141 • OWNER-ARCHITECT AGREEMENT• FOURTEENTH EDITION•AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 8 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost,progress payments for Basic Services I in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate) Program Phase $ 4, 650.00 (Study Cost) I Schematic Design Phase: 4,860.00 percent( 15%) Design Development Phase: 4,860 .00 percent( 15%) I Construction Documents Phase: 14,5 8 0 .0 0 percent(45%) Bidding or Negotiation Phase: 1, 620 ,00 percent(05%) Construction Phase: 6,480.00 percent(20%) II Total Basic Compensation: $37 ,050 . 00 one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES I 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES,as described in Paragraph 3.2, compensation shall be com- puted as follows: I To be negotiated if needed I 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than (1)Additional Project I Representation,as described in Paragraph 3.2,and(2)services included in Article 12 as part of Additional Services,but excluding ser- vices of consultants, compensation shall be computed as follows: (Insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify I employees, if required. Identify specific services to which particular methods of compensation apply, if necessary) Principal . . , $65/hr Technical 2 $35/hr Project Manager $55/hr Technical 3 , ,• • •, $30/hr Project Architect. $45/hr Clerical . . . . . $20/hr I Technical 1 . . . .$40/hr Computer _. $20-35/hr (varies with productivity factor due to task completed) 11.3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3 4 19 or identified in Article 12 as part of Additional Services, a multiple of I One ( 1.0 )times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, if required.) 11.4 REIMBURSABLE EXPENSES I 11.4.1 FOR REIMBURSABLE EXPENSES,as described in Paragraph 10.2,and any other items included in Article 12 as Reimbursable Expenses,a multiple of One ( 1.0 )times the expenses incurred by the Architect,the Architect's employees and consultants in the interest of the Project. I11.5 ADDITIONAL PROVISIONS 11.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within (12 )months of the date hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be I compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11.5.2 Payments are due and payable ( 20 ) days from the date of the Architect's invoice. Amounts unpaid ( 30 )days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. I (Insert rate of interest agreed upon.) 1 Per Cent per Month (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and Archi- I tect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision.Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA® •®1987 9 8141-1957 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 I 1V . . . 11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Architect. ' ARTICLE 12 OTHER CONDITIONS OR SERVICES ' (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) Section 2.1.1 excluded from basic services are: ' Civil engineering and landscape architecure. ' Section 3.4.6: Architect, during program phase, has_visually surveyed the existing building and systems. Owner has provided Architect with copies of previous architects_drawings of the building. It is not contemplated ' that additional documentation of existing facilities will be necess- ary, but if significant differences exist between currently available information and actual conditions Owner will compensate Architect for services as listed in Section 3.4.6. ' This Agreement entered into as of the day and year first written above. OWNER City of Chanhassen ARCHITECT EOS CORPORATION ' (Signature) (Signature) J Nicholas Ruehl , AIA ' (Printed name and title) (Printed name and title) AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT•FOURTEENTH EDITION•AIA® • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS,1735 NEW YORK AVENUE,N.W.,WASHINGTON,D.C.20006 B141-1987 10 Attachment A The addition consists of two floors with, 3,200 S/f on each floor. The upper floor and the shall be finished ' comparable to the existing City Hall and the lower level shall be unfinished. Exterior wall construction consists of face brick with concrete block back up and aluminum windows matching the existing building. The- structure consists of concrete slab on grade, precast concrete floor and metal bar joist/metal deck roof support. Forced air heating and air conditioning system will be provided on the upper level with fire sprinkling throughout. Site work shall not be included as part of this construction. I