HomeMy WebLinkAbout1992 Village Architect - Pro ShopAGREEMENT BETWEEN OWNER AND ARCHITECT
FOR
INTERIOR DESIGN SERVICES
Page One
Form TVAPAID0192A
( 1 of 24)
This Document has important legal consequences;
Consultation with an attorney is encouraged
with respect to its completion or modification.
DATE OF AGREEMENT: Made as of the Twenty -Sixth day of
February in the year of Nineteen
Hundred and Ninety Two.
BETWEEN THE OWNER: City of Sebastian
City Hall
P.O. Box 780127
Sebastian, Florida 32978
AND THE ARCHITECT: The Village Architects P.A.
10753 U.S. Highway One
Sebastian, Florida 32958
FOR THE FOLLOWING PROJECT:
Renovation of EXISTING 666 SF
GOLF PRO SHOP at Municipal Golf
Facility Clubhouse, 101 East Airport
Drive, Sebastian, Florida, per the
scope expressed in the Architect's
Letter to Sebastian City Manager,
dated January 31, 1992.
The Owner and Architect agree as set forth below.
P'D� Page Two
Form TVAPAID0192A
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AGREEMENT BETWEEN ARCHITECT AND OWNER FOR INTERIOR DESIGN SERVICES
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services performed by
the Architect, Architect's employees and Architect's consultants
as enumerated in Articles 2 and 3 of this Agreement and any other
services included in Article 12.
1.1.2 The Architect's services shall be performed as expeditiously as
is consistent with professional skill and care and the orderly
progress of the Work. Upon request of the Owner, the Architect
shall submit for the Owner's approval a schedule for the
performance of the Architect's services which may be adjusted as
the Project proceeds, and shall include allowances for periods of
time required for the Owner's review 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.
1.1.3 The services covered by this Agreement are subject to the
time limitations contained in Subparagraph 11.7.
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basic Services consist of those described in
Paragraph 2.2 through 2.7 and any other services identified in
Article 12 as part of Basic Services.
2.2 PROGRAMMING PHASE
2.2.1 The Architect shall consult with the Owner and other parties
designated in this Agreement to ascertain the applicable
requirements of the Project and shall review the understanding of
such requirements with the Owner.
2.2.2 The Architect shall document the applicable requirements
necessary for the various Project functions or operations, such
as those for existing and projected personnel, space, furniture,
and furnishings and equipment, operating procedures, security
criteria, and communications relationships.
/"e�
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/01,\ Form TVAPAID0192A
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2.2.4 The Architect shall analyze the feasibility of achieving the
Owner's budget for the Work, Project schedule and requirements
within the limitations of the building or buildings within which
the Project is to be located.
2.2.5 Based on a review and analysis of the functional and
organizational relationships, requirements and objectives for the
Project, the Architect shall provide a written program of
requirements for the Owner's approval.
2.3 SCHEMATIC DESIGN PHASE
2.3.1 Based on the approved written program, the Architect shall
prepare for the Owner's approval preliminary diagrams showing the
general functional relationships for both personnel and
operations.
2.3.2 The Architect shall review with the Owner alternative approaches
to designing and carrying out the Work.
2.3.3 Based on the approved relationship diagrams, the Architect shall
prepare space allocation and utilization plans indicating
partition and furnishings locations and preliminary furniture and
equipment layouts.
2.3.4 The Architect shall prepare studies to establish the design
concept of the Project, indicating the types and quality of
finishes and materials and furniture, furnishings and equipment.
the Cost of the Wor
2.4 DESIGN DEVELOPMENT PHASE
esign concept and
2.4.1 Based on the approved Schematic Design and any
adjustments authorized by the Owner in the program, schedule or
Project budget, the Architect shall prepare, for approval by the
Owner, Design Development drawings and other documents to fix and
describe the size and character of the interior construction of
the Project.
2.4.2 The Architect shall prepare such data and illustrations for
furniture, furnishings and equipment as may be appropriate for
the Project, including specially designed items or elements, to
indicate finished appearance and functional operation.
2.4.3 The Architect shall recommend colors, materials and finishes not
otherwise specified for the Project.
2.4.4 The Architect shall prepare such other Design Development data,
illustrations and documents as may be appropriate for the
Project, as described in Article 12.
preliminary estimate a ork, based on
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Form TVAPAID0192A
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2.5 CONTRACT DOCUMENTS PHASE
2.5.1 Based on the approved Design Development Documents and any
further adjustments in the scope or quality of the Project or in
the budget for the Work authorized by the Owner, the Architect
shall prepare, for approval by the Owner, Drawings,
Specifications and other documents setting forth in detail the
requirements for the interior construction necessary for the
Project. The Work described by such interior construction
documents is intended to be performed by the Owner or under one
or more Contracts between the Owner and Contractor for
construction.
further adjustments in the scope or quality of the Project o
the Project budget authorized by the Owner, the Archi shall
prepare, for approval by the Owner, Drawings, S . ications and
other documents setting forth in detail t equirements for the
fabrication, procurement, shipment every and installation of
furniture, furnishings and e . ment for the Project. Such Work
is intended to be perf under one or more Contracts or
Purchase Orders een the Owner and Contractor. '0/0�
2.5.3 The itect shall advise the Owner of any adjustments to
_----previous preliminary estimates of the Cost of the Work indicated
2.5.4 The Architect shall assist the Owner in the preparation of the
necessary bidding and procurement information.
2.5.5 The Architect shall assist the Owner in connection with the
Owner's responsibility for filing documents required for the
approval of governmental authorities having jurisdiction over the
Project.
2.5.6 The Architect, following the Owner's approval of the Drawings and
Specifications and of the latest preliminary estimate of the Cost
of the Work, shall (l) assist the Owner in obtaining bids or
negotiated proposals and (2) assist in awarding and preparing
contracts for interior construction and for furniture,
furnishings and equipment. Bidding and negotiating activities
shall be coordinated by the Architect.
2.6 CONTRACT ADMINISTRATION PHASE
2.6.1 The Architect's responsibility to provide Basic Services for the
Contract Administration Phase under this Agreement commences with
the award of one or more Contracts or the issuance of one or more
purchase orders and terminates at the earlier of the issuance to
the Owner of the final Certificate for Payment or 60 days after
the date of Substantial Completion of the Work.
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2.6.2 Unless otherwise provided in this Agreement: the Architect shall
provide administration of the contracts for construction 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.
2.6.3 Duties, responsibilities and limitations of authority of the
Architect shall not be restricted, modified or extended without
written agreement of the Owner and Architect with consent of the
Contractors, which consent shall not be unreasonably withheld.
2.6.4 The Architect shall be a representative of and shall advise and
consult with the Owner (1) during the Contract Administration
Phase until final payment to the Contractors is due, and (2) as
an Additional Service, at the Owner's direction, from time to
time until expiration of any applicable correction periods. 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 instrument.
2.6.5 The Architect shall assist the Owner in coordinating schedules
for delivery and installation of the Work, but shall not be
responsible for malfeasance, neglect or failure of a Contractor,
Subcontractor, Sub -subcontractor or material supplier to meet
their schedules for completion or to perform their respective
duties and responsibilities.
2.6.6 The Architect shall visit the Project premises as deemed
necessary by the Architect, or as otherwise agreed by the Owner
and Architect in writing to become generally familiar with the
progress and quality of the Work completed and to determine in
general if the Work is being performed in a manner indicating
that the Work when completed will be in accordance with the
Contract Documents. However, the Architect shall not be required
to make exhaustive or continuous inspections at the Project
premises to check the quality or quantity of the Work. On the
basis of such observations as an architect, the Architect shall
keep the Owner informed of the progress and quality of the Work,
and shall endeavor to guard the Owner against defects and
deficiencies in the Work. (More extensive representation on the
Project premises may be agreed to as an Additional Service, as
described in Paragraph 3.2.)
2.6.7 The Architect shall not have control over or charge of and shall
not be responsible for the means, methods, techniques, sequences
or procedures of construction, fabrication, procurement,
shipment, delivery or installation, or for safety precautions and
programs in connection with the Work, since these are solely the
Contractors' responsibility under their respective Contracts.
The Architect shall not be responsible for the Contractors'
schedules or failure to carry out the Work in accordance with the
Contract Documents. The Architect shall not have control over or
charge of acts or omissions of Contractors, Subcontractors, or
their agents or employees, or of any other persons performing
portions of the Work.
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2.6.8 The Architect shall at all times have access to the Work wherever
it is in preparation or progress.
2.6.9 Except as may otherwise be provided in the Contract Documents or
when direct communications have been specially authorized, the
Owner and Contractors shall communicate through the Architect.
Communications by and with the Architect's consultants shall be
through the Architect.
2.6.10 Based on the Architect's observations and evaluations of the
Contractor's Applications for Payment, the Architect shall review
and certify the amounts due the Contractors.
2.6.11 The Architect's certification for payment shall constitute a
representation to the Owner, based on the Architect's
observations at the Project premises as provided in Subparagraph
2.6.6 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, 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, to results of subsequent
tests and inspections, to minor deviations from the Contract
Documents correctable prior to final completion and to specific
qualifications expressed by the Architect. The issuance of a
Certificate for Payment shall further constitute a representation
that the Contractor is entitled to payment in the amount
certified. However, the issuance of a Certificate for Payment
shall not be a representation that the Work is without latent
defects or that the Architect has (1) made exhaustive or
continuous inspections at the Project premises to check the
quality or quantity of the Work, (2) reviewed the means, methods,
techniques, sequences or procedures of construction, procurement,
shipment, delivery or installation, (3) reviewed copies of
requisitions received from Subcontractors 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.
2.6.12 Unless otherwise provided, the Architect's duties shall not
extend to the receipt, inspection and acceptance on behalf of the
Owner of furniture, furnishings and equipment at the time of
their delivery to the premises and installation. The Architect
is not authorized to reject nonconforming Work, sign Change
Orders on behalf of the Owner, stop the Work or terminate a
Contract on behalf of the Owner.
2.6.13 The Architect shall interpret and decide matters concerning
performance of the Owner and Contractors under the requirements
of the Contract Documents on written request of either the Owner
or a Contractor. The Architect's response to such requests shall
be made with reasonable promptness and within any time limits
agreed upon.
2.6.14 The Architect shall render written decisions within a reasonable
time on all claims, disputes or other matters in question between
the Owner and Contractor relating to the execution or progress of
the Work as provided in the Contract Documents.
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2.6.15 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 Contractors, and shall not show
partiality to either.
2.6.16 The Owner's decisions on matters relating to aesthetic effect
shall be final.
2.6.17 The Architect's decisions on claims, disputes or other matters,
including those in question between the Owner and Contractors,
except for those relating to aesthetic effect as provided in
Subparagraph 2.6.16, shall be subject to arbitration, or other
legal remedies, as may be providQd i th s Agreement and in the
Contract Documents. or as Prz, ed �I �t,v,
R&
2.6.18 The Architect shall review final placement and inspect for
damage, quality, assembly and function in order to determine that
furniture, furnishings and equipment are in accordance with the
requirements of the Contract Documents.
2.6.19 The Architect shall recommend to the Owner rejection of Work
which does not conform to the Contract Documents. Whenever the
Architect considers it necessary or advisable for implementation
of the intent of the Contract Documents, the Architect will have
authority to require additional 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.
2.6.20 The Architect shall review and approve or take other appropriate
action upon 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 or of
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 designed
by the Contractor, all of which remain the responsibility of the
Contractor to the extent required by the Contract Documents. The
Architect's review shall not constitute approval of safety
precautions or, unless otherwise specifically stated by the
Architect, of the means, methods, techniques, sequences or
procedures of construction, fabrication, transportation or
installation. The Architect's approval of a specific item shall
not constitute approval of an assembly of which the item is a
component, and the Architect's approval of a Sample or Samples
shall not constitute approval of that item as delivered and
installed if not in conformance with such approved Sample.
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2.6.21 The Architect shall prepare Change Orders and Change Directives,
with supporting documentation and data if deemed necessary by the
Architect as provided in Subparagraphs 3.1.1 and 3.4.3, for the
Owner's approval and execution in accordance with the Contract
Documents, and may authorize minor changes in the Work not
involving an adjustment in the Contract Sum or an extension of
the Contract Time which are not inconsistent with the intent of
the Contract Documents.
2.6.22 The Architect shall conduct inspections to determine the date or
dates of Substantial Completion and the date of final completion,
shall receive and forward to the Owner for the Owner's review and
records written warranties and related documents required by the
Contract Documents and assembled by the Contractors, and shall
issue final Certificates for Payment upon compliance with the
requirements of the Contract Documents.
Q 7 QFpVTf!FC QGI ATrn TA !QEDARATF [`f1M!R111 TANTO
2.7.1 The Architect shall provide informat' incorporate
information received imely manner from those separate
consul ained by the Owner and identified in Article 12
ARTICLE 3
ADDITIONAL SERVICES
3.1 GENERAL
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
be paid for by the Owner as provided in this Agreement, in
addition to the compensation for Basic Services. The services
described under Paragraphs 3.2 and 3.5 shall only be provided if
authorized or confirmed in writing by the Owner. If services
described under Contingent Additional Services in Paragraph 3.4
are required due to circumstances beyond the Architect's control,
the Architect shall notify the Owner prior to commencing such
services. If the Owner deems that such services described under
Paragraph 3.4 are not required, the Owner shall give prompt
written notice to the Architect. If the Owner indicates in
writing that all or part of such Contingent Additional Services
are not required, the Architect shall have no obligation to
provide those services.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the Project premises than is
described in Subparagraph 2.6.6 is required, the Architect shall
provide one or more Project Representatives to assist in carrying
out such responsibilities at the Project premises.
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3.2.2 Project Representatives shall be selected, employed and directed
by the Architect, and the Architect shall be compensated therefor
as agreed by the Owner and Architect. The duties,
responsibilities and limitations of authority of Project
Representatives shall be as described in the edition of AIA
Document 6352 current as of the date of this Agreement, unless
otherwise agreed.
3.2.3 Through the observations by such Project Representatives, the
Architect shall endeavor to provide further protection for the
Owner against defects and deficiencies in the Work, but the
furnishing of such project representation shall not modify the
rights, responsibilities or obligations of the Architect as
described elsewhere in this Agreement.
3.3 PURCHASING OF FURNITURE, FURNISHINGS AND EQUIPMENT
BY THE ARCHITECT
3.3.1 If the Owner and Architect agree that the Architect will purchase
furniture, furnishings and equipment on behalf of the Owner with
funds provided by the Owner, the duties related to such services
shall be set forth in a separate exhibit to this Agreement.
3.4 CONTINGENT ADDITIONAL SERVICES
3.4.1 Making revisions in Drawings and Specifications when such
revisions are:
.1 inconsistent with approvals or instructions previously
given by the Owner, including revisions made necessary
by adjustments in the Owner's program or Project budget;
.2 required by the enactment or revision of codes, laws or
regulations subsequent to the preparation of such
documents; or
3 due to changes required as a result of the Owner's
failure to render decisions in a timely manner.
3.4.2 Providing services required because of significant changes in the
Project including, but not limited to, size, quality, complexity,
the Owner's schedule, or the method of bidding or negotiating and
contracting for interior construction and furniture, furnishings
and equipment, except for services under Subparagraph 5.2.5.
3.4.3 Preparing Drawings, Specifications and other documentation and
supporting data, evaluating Contractor's proposals, and providing
other services in connection with Change Orders and Change
Directives.
3.4.4 Providing services, at the request of the Owner, in connection
with evaluating substitutions proposed by Contractors and making
subsequent revisions to Drawings, Specifications and other
documentation resulting therefrom.
r"w1
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Form TVAPAID0192A
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3.4.5 Providing consultation concerning replacement of Work damaged by
fire or other cause, and furnishing services required in
connection with the replacement of such Work.
3.4.6 Providing services made necessary by the default of a Contractor
or Subcontractor, by major defects or deficiencies in their Work,
or by failure of performance of either the Owner or a Contractor
under a Contract for the Work.
3.4.7 Providing services in evaluating an extensive number of claims
submitted by Contractors or others in connection with the Work.
3.4.8 Providing services in connection with a public hearing,
arbitration proceeding or legal proceeding except where the
Architect is party thereto.
3.4.9 Preparing documents for alternate, separate or sequential bids or
providing out -of -sequence services requested by the Owner.
3.5 OPTIONAL ADDITIONAL SERVICES
3.5.1 Providing financial feasibility or other special studies.
3.5.2 Providing planning surveys, building evaluations or comparative
studies of prospective buildings.
3.5.3 Providing special surveys, environmental studies and submissions
required for approvals of governmental authorities or others
having jurisdiction over the Project.
3.5.4 Providing services relative to future facilities, systems,
furniture, furnishings and equipment.
3.5.5 Providing services to investigate existing conditions or
facilities or to make measured drawings thereof.
3.5.6 Making investigations, inventories of materials or furniture,
furnishings and equipment, or valuations and detailed appraisals
of existing facilities, furniture, furnishings and equipment, and
the relocation thereof.
3.5.7 Providing services to verify the accuracy of drawings or
other information furnished by the Owner.
3.5.8 Providing services involving travel for the purpose of evaluating
materials, furniture, furnishings and equipment proposed for the
Project.
3.5.9 Providing services of consultants for structural, mechanical and
electrical engineering portions of the Project.
3.5.10 Providing special studies for the Project such as analyzing
acoustical or lighting requirements, record retention,
communications and security systems.
3.5.11 Providing services for the design or selection of graphics and
signage.
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3.5.12 Providing services in connection with the procurement of works of
art.
3.5.13 Receipt, inspection and acceptance on behalf of the Owner of
furniture, furnishings and equipment at the time of their
delivery to the premises and installation.
3.5.14 Providing services in connection with the work of a construction
manager or separate consultants retained by the Owner except as
required by Paragraph 2.7.
3.5.15 Providing detailed estimates of the Cost of the Work.
3.5.16 Providing detailed quantity surveys or inventories of material,
equipment and labor.
3.5.17 Providing assistance in the utilization of equipment or systems
such as testing, adjusting and balancing, preparation of
operation and maintenance manuals, training personnel for
operation and maintenance, and consultation during operation.
3.5.19 Providing services for planning tenant or rental spaces.
3.5.20 Providing services relating to the Work of a Contractor after
issuance to the Owner of the final Certificate for Payment for
such Contractor's Work, or in the absence of a final Certificate
for Payment, more than 60 days after the date of Substantial
Completion of the Work.
3.5.21 Preparing a set of reproducible record drawings or specifications
showing significant changes in the Work made during the
performance thereof based on marked -up prints, drawings and other
data furnished by the Contractors to the Architect.
3.5.22 Providing any other services not otherwise included in this
Agreement or not customarily furnished in accordance with
generally accepted architectural practice.
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall provide full information regarding requirements
for the Project.
4.2 The Owner shall establish and update an overall budget for the
Project, including the Cost of the Work, the Owner's other costs
and reasonable contingencies related to all of these costs.
4.3 If requested by the Architect, the Owner shall furnish evidence
that financial arrangements have been made to fulfill the Owner's
obligations under this Agreement.
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4.4 The Owner shall designate a representative authorized to act on
the Owner's behalf with respect to the Project. The Owner or
such authorized representative shall render decisions in a timely
manner pertaining to documents submitted by the Architect in
order to avoid unreasonable delay in the orderly and sequential
progress of the Architect's services.
4.5 If services are required under Paragraph 3.3, the Owner shall
provide and maintain working funds with the Architect, if
required, to pay invoices charged to the Project for materials
and furnishings, to secure cash discounts and for required
deposits.
4.6 The Owner shall furnish structural, mechanical, chemical, air and
water pollution tests, tests for hazardous materials, and other
laboratory and environmental tests, inspections and reports
required by law or the Contract Documents.
4.7 The Owner shall furnish all legal, accounting and insurance
counseling services as may be necessary at any time for the
Project, including auditing services the Owner may require to
verify the Contractors' Applications for Payment or to ascertain
how or for what purposes the Contractors have used the money paid
by or on behalf of the Owner.
4.8 The drawings, specifications, services, information, surveys
and reports provided by the Owner pertaining to the Project shall
be furnished at the Owner's expense, and the Architect shall be
entitled to rely upon the accuracy and completeness thereof.
4.9 Prompt written notice shall be given by the Owner to the
Architect if the Owner becomes aware of any fault or defect in
the Project or nonconformance with the Contract Documents.
4.10 The proposed language of certificates or certifications requested
of the Architect or Architect's consultants shall be submitted to
the Architect for review and approval at least 14 days prior to
execution. The Owner shall not request certifications that would
require knowledge or services beyond the scope of this Agreement.
ARTICLE 5
COST OF THE WORK
5.1 DEFINITION
5.1.1 The Cost of the Work shall be the total cost or estimated cost
to the Owner of all elements of the Project designed or specified
by the Architect, including the costs of the Contractor's
management or supervision of construction or installation.
5.1.2 The Cost
rates of
furnished
selected
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of the Work shall include the cost at current market
labor, materials, furniture, furnishings and equipment
by the Owner, and equipment designed, specified,
or
the costs
construction
Contractors'
allowance
conditions
the Contract
specially provided for by the Architect, including
of the Contractors' management or supervision of
or installation plus a reasonable allowance for the
overhead and profit. In addition, a reasonable
for contingencies shall be included for market
at the time of bidding and changes in the Work during
Administration Phase.
5.1.3 Construction Cost does not include the compensation of the
Architect and Architect's consultants, the cost of financing or
other costs which are the responsibility of the Owner as provided
in Article 4.
5.2 RESPONSIBILITY FOR THE COST OF THE WORK
5.2.1 Evaluations of the Owner's Project budget, preliminary estimates
of the Cost of the Work and detailed estimates of the Cost of the
Work, if any, prepared by the Architect, represent the
Architect's best judgment as a design professional familiar with
interior design. It is recognized, however, that neither the
Architect nor the Owner has control over the cost of labor,
materials, furniture, furnishings 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 Project budget or from any estimate of the Cost of the
Work or evaluation prepared or agreed to by the Architect.
5.2.2 No fixed limit of the Cost of the Work shall be established as
a condition of this Agreement by the furnishing, proposal or
establishment of a Project budget, unless such fixed limit has
been agreed upon in writing and signed by the parties hereto. If
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, furniture, furnishings
and equipment, finishes, 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 to adjust the
the Cost of the Work to the fixed limit. Fixed limits, if any,
shall be increased in the amount of an increase in the Contract
Sum occurring after execution of the Contracts.
5.2.3 If bidding or negotiating has not commenced within 90 days after
the Architect submits the proposed Contract Documents to the
Owner, any Project budget or fixed limit of the Cost of the Work
shall be adjusted to reflect changes in the general level of
prices in the interiors industry between the date of submission
of the Contract Documents to the Owner and the date on which
proposals are sought.
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5.2.4 If a fixed limit of the Cost of the Work (adjusted as provided
in Subparagraph 5.2.3) is exceeded by the lowest bona fide bids
or negotiated proposals, the Owner shall:
.1 give written approval of an increase in such fixed
limit;
2 authorize rebidding or renegotiating of the Project
within a reasonable time;
3 if the Project is abandoned, terminate in accordance
with Paragraph 8.3; or
.4 cooperate in revising the Project scope and quality as
required to reduce the Cost of the Work.
5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the
Architect, without additional charge, shall modify the Contract
Documents as necessary to comply with the fixed limit, if
established as a condition of this Agreement. The modification
of Contract Documents shall be the limit of the Architect's
responsibility arising out of the establishment of a fixed limit.
The Architect shall be entitled to compensation in accordance
with this Agreement for all services performed whether or not the
Contract Administration Phase is commenced.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS.
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the
Architect for this Project are instruments of the Architect's
service for use solely with respect to this Project and, unless
otherwise provided, the Architect shall be deemed the author of
these documents and shall retain all common law, statutory and
other reserved rights, including the copyright. The Owner shall
be permitted to retain copies, including reproducible copies, of
the Architect's Drawings, Specifications and other documents for
information and reference in connection with the Owner's use and
occupancy of the Project. The Architect's Drawings,
Specifications or other documents shall not be used by the Owner
or others on other projects, for additions to this Project or for
completion of this Project by others, unless the Architect is
adjudged to be in default under this Agreement, except by
agreement in writing and with appropriate compensation to the
Architect.
6.2 Submission or distribution of documents 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 Architect's reserved rights.
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ARTICLE 7
(NOT APPLICABLE).
ARTICLE 8
NON-PAYMENT. TERMINATION. SUSPENSION OR ABANDONMENT
8.1 This Agreement may be terminated by either party upon not less
than seven days' written notice should the other party fail
substantially to perform in accordance with the terms of this
Agreement through no fault of the party initiating the
termination.
8.2 If the Project is suspended by the Owner for more than 30
consecutive days, the Architect shall be compensated for services
performed prior to notice of such suspension. When the Project
is resumed, the Architect's compensation shall be equitably
adjusted to provide for expenses incurred in the interruption and
resumption of the Architect's services.
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8.3 This Agreement may be terminated by the Owner upon not less than
seven days' written notice to the Architect in the event that the
Project is permanently abandoned. If the Project is abandoned by
the Owner for more than 90 consecutive days, the Architect may
terminate this Agreement giving written notice.
8.4 Failure of the Owner to make Payments to the Architect in
accordance with this Agreement shall be considered substantial
nonperformance and cause for termination and/or temporary
cessation of services.
8.5 If the Owner fails to make payment when due the Architect for
services and expenses, the Architect may, upon seven days'
written notice to the Owner, terminate performance of services
under this Agreement. Unless payment in full is received by the
Architect within seven days of the date of the notice, the
termination shall take effect without further notice. In the
event of a termination of services, the Architect shall have no
liability to the Owner for delay or damage caused the Owner
because of such termination of services.
8.5.1 If the Owner fails to make payment when due the Architect for
services and expenses, the Architect may temporarily cease work
on the Owner's Project until such payment is received in full.
In the event of such a temporary cessation, the Architect shall
have no liability to the Owner for delay or damage caused the
Owner because of such temporary cessation of services.
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 Paragraph 8.7.
8.7 (NOT APPLICABLE).
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ARTICLE 9
MISCELLANEOUS PROVISIONS
9.1 Unless otherwise provided, this Agreement shall be governed by
the law of the principal place of business of the Architect.
9.2 Terms in this Agreement shall have the same meaning as those in
AIA Document A201, General Conditions of the Contract for
Construction, and in AIA Document A271, General Conditions of the
Contract for Furniture, Furnishings and Equipment, as
appropriate, current as of the date of this Agreement.
9.3 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.
9.4 (NOT APPLICABLE).
9.5 The Owner and Architect, respectively, bind themselves, their
partners, successors, assigns and legal representatives to the
other party to this Agreement and to the partners, successors,
assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither Owner nor
Architect shall assign this Agreement without the written consent
of the other.
9.6 This Agreement represents the entire and integrated agreement
between the Owner and Architect and supersedes all prior
negotiations, representations or agreements, either written or
oral. This Agreement may be amended only by written instrument
signed by both Owner and Architect.
9.7 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.
9.8 Unless otherwise provided in this Agreement, the Architect and
Architect's consultants shall have no responsibility for the
discovery, presence, handling, removal or disposal of or exposure
of persons to hazardous materials in any form at the Project
premises, including but not limited to asbestos, asbestos
products, polychlorinated biphenyl (PCB) or other toxic
substances.
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9.9 The Architect shall have the right to include representations of
the design of the Project, including photographs of the exterior
and interior, among the Architect's promotional and professional
materials. 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 on the construction sign and in the promotional
materials for the Project.
9.10 Except with the Owner's knowledge and consent, the Architect
shall not (1) accept trade discounts, (2) have a significant
financial interest, or (3) undertake any activity or employment
or accept any contribution, if it would reasonably appear that
such activity, employment, interest or contribution could
compromise the Architect's professional judgment or prevent the
Architect from serving the best interests of the Owner.
9.11 The Architect does not normally carry Error and Omissions
Insurance, realizing that current national premium costs will
tend to proscribe acceptable design fees for the usual client;
however, should the Owner instruct the Architect in writing, the
Architect will procure said insurance for the Project, billable
to the Owner at a one and one tenth (1.1) multiple rate.
ARTICLE 10
PAYMENTS TO THE ARCHITECT
10.1 DIRECT PERSONNEL EXPENSE
10.1.1 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, pensions and similar contributions and benefits.
10.2 REIMBURSABLE EXPENSES
10.2.1 Reimbursable Expenses are in addition to compensation for
Basic and Additional Services and include expenses incurred
by the Architect and Architect's employees and consultants
in the interest of the Project, as identified in the following
Clauses.
10.2.1.1 Expense of transportation, food, and lodging in connection
with the Project (but only where the expense is incurred
because of out-of-town travel previously authorized in writing
by the Owner); long-distance communications; and fees paid
for securing approval of authorities having jurisdiction over
the Project.
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10.2.1.2 Expense of reproductions, postage and handling of Drawings,
Design Samples, Specifications and other documents.
10.2.1.3 If authorized in advance by the Owner, expense of overtime work
requiring higher than regular rates.
10.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
10.2.1.5 Expense of additional insurance coverage or limits, including
professional liability insurance, requested by the Owner in
excess of that normally carried by the Architect and
Architect's consultants.
10.2.1.6 Expense of computer-aided design and drafting equipment time
when used in connection with the Project.
10.2.1.7 Expense of hourly compensation during authorized out-of-town
travel for that portion of hours from 8:00 a.m. to 5:00 p.m.,
Monday through Sunday, spent away from the principal place of
business of the Architect.
10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
10.3.1 An initial payment as set forth in Paragraph 11.1 is the minimum
payment under this Agreement; if the minimum payment is not
received by the Architect within thirty (30) days beyond the date
of this contract, then this contract becomes null and void.
10.3.2 Subsequent payments for Basic Services shall be made monthly and,
where applicable, shall be in proportion to services performed
within each phase of service, on the basis set forth in
Subparagraph 11.2.2.
10.3.3 If and to the extent that the time initially established in
Paragraph 11.7 of this Agreement is exceeded or extended through
no fault of the Architect, compensation for any services rendered
during the additional period of time shall be computed in the
manner set forth in Subparagraph 11.4.1.
10.3.4 When compensation is based on a percentage of the Cost of the
Work and any portions of the Project are deleted or otherwise not
completed, compensation for those portions of the Project shall
be payable to the extent services are performed 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 the Cost of the
Work or detailed estimate of the Cost of the Work for such
portions of the Project.
10.3.4.1 When compensation is based on Gross Square Footage of the
Project, it shall include exterior walls, heated and/or
air-conditioned space, garages, covered and open decks, patios
and terraces, and retaining walls; all clerestory areas shall
be treated as "floor area" for the purpose of square footage
calculations related to this Clause.
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10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
10.4.1 Payments on account of the Architect's Additional Services and
for Reimbursable Expenses shall be made monthly upon presentation
of the Architect's statement of services rendered or expenses
incurred.
10.5 PAYMENTS WITHHELD
10.5.1 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 found to be liable.
10.6 ARCHITECT'S ACCOUNTING RECORDS
10.6.1 Records of Reimbursable Expenses and expenses pertaining to
Additional Services and services performed on the basis of a
multiple of Direct Personnel Expense shall be available to the
Owner or the Owner's authorized representative at mutually
convenient times.
10.7 OWNER PAYMENT CHECKS RETURNED BY ARCHITECT'S BANK
10.7.1 Returned checks shall incur a $25.00 charge over the amount of
the returned check.
ARTICLE 11
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
11.1 AN INITIAL PAYMENT of EIGHT HUNDRED Dollars ($500.00) shall be
made upon execution of this Agreement and credited to the
Owner's account at final payment.
11.2 BASIC COMPENSATION
11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other
services included in Article 12 as part of Basic Services, Basic
Compensation shall be computed as follows:
STIPULATED SUM = $1600.00.
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11.2.2 Where compensation is based on a stipulated sum or percentage of
the Cost of the Work, progress payments for Basic Services in
each phase shall total the following percentages of the total
Basic Compensation payable:
(NOT APPLICABLE).
11.3 COMPENSATION FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as
described in Paragraph 3.2, compensation shall be computed as
follows:
Per Subparagraph 11.4.1.
11.4 COMPENSATION FOR ADDITIONAL SERVICES
11.4.1 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in
Articles 3 and 12, other than (1) Additional Project
Representation, as described in Paragraph 3.2, and (2) services
included in Article 12 as part of Basic Services, but excluding
services 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 employees, if required. Identify specific services to which
particular methods of compensation apply, if necessary.)
HOURLY COMPENSATION BASIS:
Principal Rate: $75.00 per hour.
Supervisory & Drafting Rate: $50.00 per hour.
Technical Rate: $40.00 per hour.
Administrative Rate: $25.00 per hour.
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11.4.2 FOR SERVICES OF CONSULTANTS, including structural, mechanical and
electrical engineering services and those provided under
Subparagraph 3.5.9 or identified in Article 12, a multiple of one
(1.0) times the amounts billed to the Architect for
such services.
(Identify specific types of consultants in Article 12, if required.)
11.5 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.
11.6 PAYMENTS ARE DUE AND PAYABLE on the 25th of the month, if the
Architect's invoice is received by the 10th of the month;
likewise, payments are due and payable on the 10th of the month,
if the Architect's invoice is received by the 25th of the
previous month. date of the Architect's invoice. Amounts unpaid
twenty (20) calendar days after receipt of invoice 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.
INTEREST RATE: as per Florida Statutes.
(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 Architect'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.)
11.7 IF THE BASIC SERVICES COVERED BY THIS AGREEMENT HAVE NOT BEEN
COMPLETED within three (3) months of the date hereof, through no
fault of the Architect, extension of the Architect's services
beyond that time shall be compensated as provided in
Subparagraphs 10.3.3 and 11.4.1.
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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.)
.1 Consultation with any state, county, and local jurisdictional
agencies shall be an OPTIONAL ADDITIONAL SERVICE.
.2 Should Programming Consultations in Subparagraph 2.2.1 require
more than three (3) hours, the additional time shall be
compensated as CONTINGENT ADDITIONAL SERVICE.
.3 Basic Services shall NOT include those listed in Subparagraphs
2.2.3, 2.3.5, 2.4.5, and 2.5.3. If these services are requested
by the Owner, they shall be compensated as OPTIONAL ADDITIONAL
SERVICE.
4 In reference to Subparagraph 2.3.3, one (1) revision consultation
with the requested revisions incorporated into the Schematic
Design Plan shall be included in Basic Services; however, any
additional revision consultations with the corresponding
additional revisions incorporated into the Schematic Design Plan
shall be compensated as OPTIONAL ADDITIONAL SERVICE.
.5 Should Design Consultations in Paragraphs 2.3 and 2.4 require
more than three (3) hours, the additional consultation time shall
be compensated as OPTIONAL ADDITIONAL SERVICE.
6 In reference to Subparagraphs 2.4.1 and 2.5.1,"approved Schematic
Design" and "approved Design Development" shall mean the
signature of the City Manager affixed to a written and dated
statement of approval, on all pertinent reproductions of the
Schematic and Design Development sketches; furthermore, the
signature of the City Manager shall be required for all Owner
authorizations needed during the execution of the Architect's
Services for the Project.
7 In reference to Subparagraphs 2.4.2 and 2.4.4, "illustrations"
shall NOT include perspective renderings; If perspective
renderings are requested by the Owner, they shall be compensated
as OPTIONAL ADDITIONAL SERVICE.
.8 Basic Services shall NOT include those listed in Subparagraph
2.5.2; If these services are requested by the Owner, they shall
be compensated as OPTIONAL ADDITIONAL SERVICE.
.9 Should the Basic Services listed in Subparagraphs 2.5.4, 2.5.5,
and 2.5.6 require more than one (1) hour, the additional time
shall be compensated as CONTINGENT ADDITONAL SERVICE.
10 In reference to Subparagraph 2.5.1, should Section and Detail
Drawings for Casework (either "built-in, or "free-standing") be
required, these shall be compensated as CONTINGENT ADDITIONAL
SERVICE.
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ARTICLE 12
OTHER CONDITIONS OR SERVICES (continued...)
.11 Should the Basic Services listed in Paragraph 2.6 require more
than three (3) hours, the additional time shall be compensated as
CONTINGENT ADDITONAL SERVICE: furthermore, the City Manager shall
dictate in writing which contractual services, per Paragraph 2.6,
shall be applied to the initial 3 hours.
12 Basic Services shall NOT include those listed in Paragraph 2.7.
If these services are requested by the Owner, they shall be
compensated as OPTIONAL ADDITIONAL SERVICE.
.13 Basic Services shall NOT include those listed in Paragraph 3.3.
If these services are requested by the Owner, they shall be
compensated as OPTIONAL ADDITIONAL SERVICE.
14 In reference to Paragraph 4.4, the Owner's authorized
representative shall be:
Mr. James F. DeLarme, Sebastian Golf Facility Manager
15 For purposes of this contract, Paragraph 8.7 shall not apply, nor
shall any other Termination Expense be charged.
.16 In reference to Clause 10.2.1.2, the Architect will furnish
three (3) final sets of reproductions of the Contract Documents
for the Owner's use; however, the Owner shall reimburse the
Architect for all other reproductions requested by the Owner.
17 Use of the Architect's computer equipment for the Project's
design and/or drafting shall be an OPTIONAL ADDITIONAL SERVICE.
18 In reference to Clause 10.2.1.6, computer "equipment time" (if
requested as noted in Paragraph 12.17) shall be compensated at
the Administrative Hourly Rate in Subparagraph 11.4.1, in
addition to the regular BASIC SERVICES compensation to the
Architect and/or ADDITIONAL SERVICES compensation to the
Architect normally applied to the various services rendered.
.19 In reference to Subparagraph 11.4.2, "SERVICES OF CONSULTANTS"
shall include, but not be limited to, the services of Landscape
Architects, Exterior and Interior Lighting Consultants, and
Exterior Signage Consultants.
This Agreement entered into as of the day and year first written above.
OWNER
1S natur��e,,'7 l'/-�
rY
City of Seb�stian
City
ARCHITECT
(Signature)
Robert Thorp Brodie, AIA
Principal