Comparison of 1987 and 1997 Editions of AIA B141

COMPARISON OF 1987 AND1997 EDITIONS (1987 BASE)

NOTE TO USER:Additions to 1007 edition s~ by underlining.Deletions from 1007 edition shown by stl'ikee;.~.

Standard Form of Agreement Between Owner and Architectwith Standard Form of Architect's Services

TABLE OF ARTICLES

1..11.2U1..4

This document has

important legal

consequences.Consultation with

anattorney is encouraged

with respect to its

completion or

modification.

INITIAL INFORMAllONRESPONSffilLITIES OF THE PARTIESTERMS AND CONDmONSSCOPE OF SERVICES AND OTHER SPECIALTERMS AND CONDmONSCOMPENSATIONu

day ofAGREEMENT made as of thein the year ;:,1't,ineteen IIM.Jr~ mdan words. indicate dav. month. and vear.)

BETWEEN the Architect's client identified as the Owner:(Name. ~ddre.fs and other information)

and the Architect:(Name. ~ddre"" and other information)

For the following Project:(Include detailed description ofProjectl. medti,,". d';~~~' dll!i 'ev~.;

The Owner and Architect agree as set &"v..':-. belon follows.

c~ 1917,1926, 19E, 1~1, 1~~~, 1~1, 1963, 1~, 1~, 1~~~~74, 1977,"'1007~byTheAmericanInstftute of Archlects. R~ of U1e material herein or substantial ~ of its ..S WIUX)U( Wrftten permissK>n ofthe AlA vk)iate8 the copyright laws of the United States and win be ~~ to ~osecutm.

p~ and ~ 1« AlA ~ AJan B. Stover/.ESQ., AlA~ ";, this ~ may ~ ~ from AlA. F urther reprOOuctkJn is proh ~ .

AlA ~_~T 8141 .1917. 1997 OWNER.AR.cHm!cr AGREEMENT COMPAlUSON .AIA~. 01917, 1997mE AMERICAN INsmurn OF ARCHrrECI'S, 173-' NEW YORK AVENUE, N. W. W ASIUNGroN, D.C. 20006--'2921 8141-1987/97

[no comparable provision hi 1987 edition) ARTICLE 1.1 INrTlAL INFORMATION

[new provision.. 1997 edition] 1.1.1 This Agreement is based on the following informationand assumptions.(Note the disposition for the following items by inserting therequired information or a statement such as "not applicable,""unknown at time of execution" or "to be determined later bymutual agreement. 'j

(new provision in 1997 edition] 1.1.2 PROJECT PARAMETERS

1.1.2.1 The objective or use is:(]dentiw or describe. if aoDrOOriate.oroDO.!ed we or~

1.1.2.2 The ~sical Darameters are:(]dentifv or describe. if aDDroDriale. size. locations.

dimensions. or other Dertinent information. such mJ!eotechnical reOQrts about the site.)

1.1.2.3 The Owner's DT~ is:(]dentiw documentation or state the manner in whicl1theDr~am wi/J be develo_Ded.)

1.1.2.4 The leaal W3meters are:(]dentiw Dertinent le~al iaformation. includin~. ifaDDroDriate. land su~s and le~al descri_Dtions andrestrictions ~fthe site.)

1.1.2.5 The financial ~arameters are as follows.

.1 AmOWlt of the Owner's overall bud2et for the Pro_iect.including. the Architect's cornuensati~ is:

.2 AmoWlt of the Owner's budiet for the Cost of theWork. exclu- the Architect's corn~sation- is:

1.1.2.8 The time parameters are:(Identify, if appropriate, milestone dales, durations or

fmt track .scheduling.)

1.1.2.7 The ~sed mocurement or deliYro method for thePro~iect is:(Jdena& method such as comDetitive bid. ne~otiatedcontract. or construction mana~ement.)

1.1.2.8 Other I!arameters are:(Jdena& s_Deciai characteristics or needs flf thePrQiect such Qj ene~. environmental or historicI!reservation re~uirements.)

*~_~~1 .1981-1991OWNER..AR.CHrrECr A<-.EEMENrCOMPAlUSON .AlAi) .ClfJ17,l991THE AMERICAN m81Tnn'E OF AJ.CHII'ECt"S. 1735 NEW YORK AVENUE, N. W ~ W ASHINGroN, D.C. ZOOO6-!292 B141-1987/97 2

PROJECT TEAM

(new provision in 1997 edition] 1.1.3.1 The O\:\Iner's Desi~ted R~sentative i§:(Name. aidress wrl other iaformation.)

1.1.3.2 The oersons or entities. in addition to the O\:\Iner'sDesimated Reoresentative. who are re~ to reviewthe Architect's submittals to the O\:\Iner are:(List name. aidre.Ys and other ilJformation.)

1.1.3.3 The Owner's other consultants and contractors are:(List discioJine wrl. if known. identi& them bv nameand aidress)

1.1.3.4 The Architect's Desi~ted R~tative is:(Li.Yt name. aidress wrl other iaformation.J

1.1.3.5 The consultants retained at the Architect's e~e are:(List discioline wrl. lfknown. identi& them ~v nameand aidress.J

[new provision in 1997 edition) 1.1.4 Other im~t infOnl1ation is:

1.1.5 When the services l.Ulder this AiIeement includecontract a<hninistration ~ces. the General Conditions of theContract for Construction shall be the edition of AlA DocumentAlGI. cWTent as of the date of this Aal:eement. or as follows:

[new provision in 1997 edition)

1.1.6 The information contained in this Article 1.1 may bereasonably relied ~ ~ the Owner and Architect in detennin-ina the Architect's comoensation. Both l2§nies. however. ~-nize that such information ma~ cbqe and. in that event theOwner and Architect shall ~otiate a~mooriate adjustments inschedule- comoensation and Cbllnae in Services in accor~with Parai[al1h 1.3.3.

[new provision in 1997 edition]

ARTICLE 1.2 RESPONSIBILmES OF THEPARTIES

1.2.1 The O\\11er and the Architect shall ~ate withone another to fulfill their ~ve obliiations WIder thisAgreement. Both ~es shall endeavor to maintain ioodworkioS relationshiI!s amoruz all members of the Project team.


1.2.2 OWNER

[1.2.2.1 -1.2.2.7][1997 provisions appear below,opposite 1987 edition, Article 4]

AIA~_~T81.1 8 I9I7.19970WNa.AJ.CHIrECr~COMPAaJSON 8 AJA8)8CI9I7,1997mE AMEJUCAN 1NSTn1JTE OF AP..CHrI'ECTB, 113' NEW YORK A VF.NUF.. N. W. W ASHINGOON, D.C. 10006-'2923 8141-1987/97

ARTICLE 1

ARCHITECT'S RESPONSIBIUTIES

1.1 ARCHITECT'S SERVICES

1.1.1 The Architect's services consist of those services per-formed by the Architect, Architect's employees and Architect's~ as muDBated in Articles 2 and 3 of this Agreementand any other services included in Article 12.

1.1.2 11.= Architects services shall be performed as expedi-tiously as is consistent with professional skill and care and theorderly progress of the Work. Upon request of the Owner, theArchitect shall submit for the Owner's approval a schedule forthe perfOlJDance of the Architect's services which may beadjusted as the Project }:K'oooods, and shall include allowances forperiods of 1iD.: ~ for the Owner's review and for approvalof submissioos by authorities having jurisdiction over theProject. Time limits established by this schedule approved bythe 0wrB shall ~ ~ for reasonable cause, be exceeded bythe Architect or Owner.

1.2.3 ARC HrreCT

1.2.3.1 The 2*trcm1ec;':s se.;i~s ~ist ,,';those services per-formed by the Architect, Architect's employees and Architect'sconsultants shall be as enumerated in ;... ~.icies % itri~ 3 ,,'; this1Atgr~..nt and ;!Ii) uk. se..ices jr...laded ilr Article +% 1.,4.

1.2.3.2 The Architect's services shall be performed as expe-ditiously as is consistent with professional skill and care andthe orderly progress of the Work~. Hpon IC'itX.st ,,';the8\ImeI'; The Architect shall submit for the Owner's approval aschedule for the performance of the Architect's services whichinitiallv shall he ('.tm~;~tPnt ~th th.. t; A ~ ~ ...~LI'-\'-" ,-

Sub-Daram11h 1.1.2.6 and which shall may be adjusted...i[neces~. as the Project proceeds. ;-and This schedule shallinclude allowances for periods of time required for the Owner'sreview. for the !)erformance of the Owner's consultants. and forapproval of submissions by authorities having jurisdiction overthe Project. Time limits established by this schedule~ ap-proved by the Owner shall not, except foc reasonable cause, beexceeded by the Architect or Owner .

(not included in 1997 edition]1.1.3 The services covered by this Agreement are subject tothe time limitations contained in Subpamgraph 11.5.1.

1.2.3.3 The Architect's Desiillited R~entative identifiedin Param!>h 1.1.3 shall be authorized to act on the Architect'sbehalf with res~ to the Project.

1.2.3.4 ' ,

(new provision in 1997 edition]

[new fM"Ovision in 1997 edition]

[new provision in 1997 edition)1.2.3.5 Except with the Owner's knowl~e and consent. theArchitect shall not enaaae in anv activitv. or acceot anv em-~l~t. interest or contribution that would reasonably ao-~ 10 com~se the Architect's ~fessional judQment with~t to the Project.

1.2.3.6 The Architect shall review laws. codes. and ~-tions am2licable to the Architect's servioes. The Architect shallre8!>ODd in the desiiD of the Ergject to reauirements iml2QsedQ.): aovemmental authorities haviruz jurisdiction over the Pro--(new provision in 1997 edition]

*' ~ -~ 8M' .1917.1997 OWND.-ARaIrI'BCf A<aEEMENr COMPARISON. AlAe .CI987, 1997mE AMB1UCAN INSTmn'E OF AIlCIDTECTS, 173' NEW YORK A VENUF. N. W.. WASHINGTON. D.C. 2(KKI6.~m 8141-1987/97 4

1.2.3.7 :".1(. se.-.i~, "v b.,... ~... "'}~ go...! r':'F'ts .C-~.Jifed '.:.] Paragraphs 4.5 du°osb 4.8 ~baH be ."...ni~~""': Gt d2c~~~~rs ~JCI'CftSf-, ar.'; The Architect shall be entitled to rely onthe accuracy and completeness d2er~';. of services and infor-mation fln-nished ~ the Owner. The Architect shaD provide~mDt written notice to the Owner if the Architect becomesaware of any errors. omissions or inconsistencies in suchservices or information.

[from 1987 Paragraph 4.9 below]

ART1CLE 1.3 TERMS AND CONDmONS

1.3.1 COST OF THE WORK

(1.3.1.1 -1.3.1.3][1997 provisions appear below,opposite 1987 edition Artkle 5]

INSTRUMENTS OF SERVICE

[1.3.2.1 -1.3.2.4][1997 provisions appear below,opposite 1987 edition Article 6]

CHANGES IN SERVICE

[1.3.3.1 -1.3.3.2)[1997 provisions appear below,opposite 1981 edition Article 3J

MEDIATION

[1997 provisions appear below,between 1987 edition Articles 6 and 7]

[1.3.4.1-1.3.4.3)

1.3.5

[1997 provisions appear below,opposite 1987 edition Article 7]

ARBITRATION

[1.3.5.1 -1.3.5.5)

1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES

[1997 provisions appear below,between 1987 edition Articles 7 and 8]

MISCELLANEOUS PROVISIONS

[1.3.7.1-1.3.7.9)[1997 provisions appear below,opposite 1987 edition Article 9]

TERMINATION OR SUSPENSION

[1.3.8.1-1.3.8.7][1997 provisions appear below,opposite 1987 edition Article 8]

PAYMENTS TO THE ARCHrTECT

[1.3.9.1-1.3.9.4J[1997 provisions appear below,opposite 1987 edition, Article 10)

ARTICLE 1.4 SCOPE OF SERVICES AND OTHERSPECtALTERMSANDCONDITIONS

[1.4.1 -1.4.2}[1997 provisions appear below,between 1997 edition Articles 10 and 11]

AlA ~-~ 8141 .1987. 1997 OWNF.&-AR.CHmcr ~ COMPAaISON .AlAS. CI987, 1997mE AMERJCAN mS1n1n'E OF ARCHrrEcrS, 1m NEW YORK AVENUE. N. W ~W ASIDN<m)N, D.C. 20006-'2925 8141-1987/97

ARTICLE 1.5 COMPENSATION

[1917 provisions appear below,opposite 1987 edition Article 11)

(1.5.1.1-1.5.1.8)

Standard Form of Architect's Services:Design and Consfruction Administration

ARTICLE 2SCOPE OF ARCHfTECTS BASIC SERVICES

TABLE OF ARTICLES

U PROJECT ADMINIS1RATION SERVICESU SUPPORTING SERVICES

~V A I IT A 'rrr\~,T A ~~TT") DT .', ~.Thm-_Tr:. (!~'rTru(! -U V ~v...,"-'" r-u""",, ~~l"li~ ..,""'-. ~ ,'-'~""Z.! DESIGN SERVICESU CONSTRUCllON PROCUREMENT SERVICESli CONfRACT ADMINISTRATION SERVIQESU FACILITY OPERAllON SERVICESil SCHEDill.E OF SERVICESil MODIFICAllONS

181£1-1987 Article: 2 is reoIaced by the 5eDarata.~ I---~ --,

self-contained "Standard Form of Architect's

Services" forming the second part of 8141-1997]

2.1 DEFINmON

2.1.1 The Architect's Basic Services consist of those de-scribed in Paragraphs 2.2 through 2.6 and any other servicesidentified in Article 12 as part of Basic Services, and includen<Xmal structural, mtX:banical and electrical engineering services

[last clause included as 1997 Paragraph 2.3.1]

ARTICLE 2.1 PROJECT ADMINISTRATIONSERVICES



2.1.1 The Architect shall Inanaie the Architect's servicesand administer the Proiect. The Architect shall consult withthe Owner. research a~licable desiill criteria- attend Pro_iectmeetinas communicate with members of the Pro_iect team andissue moaress r~. The Architect shall coordinate theservices !'rQvided ~ the Architect and the Architecfs consul-tants with those services I!rQvided m: the Owner and bv theOwner's consultants.

2.1.2 When Pro_iect re(!uirements have been sufficientlvidentified. the Architect shall PI~. and ~odi~ uOOate.a Proiect schedule that shall identib: milestone dates for deci-sions ~ed of the Owner- desiau services flDnished bv theArchitecL completion of documentation nrovided ~ the Archi-tooL commencement of construction and Substantial CQ!ll12Ie-tion of the Work.

2.1.3 The Architect shall consider the value of alternativematerials- buil- ~stems and ~DmenL !Qiether withother considerations of ~ ~et and aesthetics indevel~ms the desii1l for the ProiecL


NA~_~T.1.1 .1917-19910WNEll-AaCHn"E.Cf A(w,EJ1.MI;NfCOMPAlUSON .A1AII; .Cl917,l991'mE AMP.RICAN INSTmm OF ARCHn'EcrS, 173' NEW YORK AVENUE, N. W" W ASIDNGrON. D.C. ~'292 8141-1987/97 6


(replaces 1987 subparagraphs 2.2.4, 2.3.1,2.4.1]

2.1.4 ~ ~t of the Owner. the Architect shall makea ~entation to ~lain the desim of the fI.9ject to ~en-tatives of the Owner.

2.1.5 The Architect shall submit desim documents to theOwner at intervals a~te to the desiiU ~s for pur-~es of evaluation and a!'!'fOval ~ the Owner. The Architectshall be entitled to fen: ~ a~Pl2vals received from theOwner in the further devel~ent of the desii1l.

2. 1.8 ~ ~t shall assist the Owner in connection withthe O\1mer's responsibility for filing documents required for theaPJ:roval of gO\QDI11Cltal auth<Xities having jurisdiction over theProject.

2.1.7 EVALUATION OF BUDGET AND COST OFTHE WORK

(unchanged from 1987 Subparagraph 2.2.4]

[1997 provisions appear below,opposite 1987 Article 5)

[2.1.7.1 -2.1.7.6)

ARTICLE 2.2 SUPPORTING SERVICES

[1997 provisions appear below,opposite 1987 Article 4]

[2.2.1 -2.2.1.3J

2.2 SCHEMATIC DESIGN PHASE ARTICLE 2.3 EVALUATION AND PLANNINGSERVICES

2.2.1 The Architect shall review the program furnished bythe 0M1er to ascertain the requirements of the Project and shallarrive at a mutual understanding of such requirements with theOwner.

[not inchJded in 1997 edition)

2.2.2 The Arcbit~ sbal1 provide a preliminaty evaluation ofthe Owra's {rogmln, schedule and construction budget require.ments, each in tenns of the other, subject to the limitations setforth in Subparagraph 5.2.1.

2.3.1 The Architect shall provide a preliminary evaluationof the infonnation furnished bv the Owner under this Am-ee-ment inclyQina the Owner's Pr~~ sche<lule an~ ~n-stl.lCti.Oft bttOget requirements, and buQiet for the Cost of the~ each in terms of the other., ~t!'uject to the limitabom set;vi-tb ill Sr&'\:.paragrap::-. 5.%.1. The Architect shall review suchinfmmation to ascertain that it is consistent with the reauire-ments of the Proiect and shall notify the Owner of any otherinformation or consultant services that may be reasonablyneeded for the Pro_iect.

2.3.2 The Architect shallmovide a mliminarv evaluationof the Owner's site for the Proiect based on the infmmationf}fovided 11..): the Owner of site conditions. and the Owner'sw:o~- schedule and budiet for the Cost of the Work.

2.3.3 The Architect shall review ..ill. the 8w..':;1 aiteifta-b." ..pp.v..e~~ tv de,,~:. --.: ~~tI~boft fue Owner's !'I"O-~secf method of contrRctiruz for construction services DIl4 shallnotib: the Owner of antici~ted irnnacts that such method mayhave on the Owner's m2imm. financial and time reauire-ments. and the s~ of the Project.


2.2.3 100 Architect shall review with the ~ alternativeapproaches to design and construction of the Project

AlA DOCU-..T B1~1 .1911- 1997 OWND..AaCHrrF£T -~-EE-:A.fF.Nf COMPAP.DON .AIA~. CI987. 1997nIE AMElUCAN INSTJIU1'E OF ARCHrrEcrS. 173' NEW YORK AVENUE. N. W ~ W ASBlNGfON. D.C. 20006-'1927 8141-1987/97

ARTICLE 2.4 DESIGN SERVICES

[fn)m last clause of 1187 Subparagraph 2.1.1)

2.2.4 Based m ~ mutually agreed-upon program, scheduleand cons1ructim budget requirements, d1e Architect shallprepare, for approval by the Owner. Schematic Design D0cu-ments consisting of drawings and other doc~ts illustratingthe scale and relationship of Project components.

2.4.1 The Arcl1itect's Basic desiaD services ~nsist of tho"e~~.!~ in P _we-wi':'" ~.~ thI~~ ~.6 and ""} ~tbe. "". .ices!=~tified in :~tiwiw i~ -y-t ~fBasiw ~. .~ ,J, ""Ii §hill~lude ~ormal stroctural, moohanical and electrical engineer-Ing ServIces.

2.4.2 SCHEMATIC DESIGN DOCUMENTS

2.4.2.1 ~ ~hitect shill nreoare Schematic Desiill Docu.ments based on the mutually agreed-upon program, scheduleand construction budget. -;~~.JiIm..:.nts, thw ~'-,..whiteet "haM~~j'81e, ."~,w~i'.~.M 'v} thw 8..~w., ~:'w tiw Be"ie" ~u-~~b; ~istins ~f liI ins" AU'; v&". J:b£.documents §bill~blish the conceotual desiill of the &pjm illustrating thescale and relationship of ~ Projoot CO!II-po!lents. The ~he-~tic ~i~ Docurnent.~ shall include a con~1 site ~lan-it; am2milte- and nreliminarv buildinlll21ans. Sections andelevations. At th~ ~hitect's smtiOIl- the Schelrul.tic fRsi~~uments mav include study models- DerSDeCtive sketches-electronic modelinll or combinations orthese~. Prelimi-~ selections ofmaior buildinll svstems and construction~terials shall be noted on the drawinlls or described in writ-

1Q&.

[included in 1997 Subparagraph 2.1.7.1J2.2.5 The Arcbitoot shall submit to the Owner a preliminaryestimate of Construction Cost based on CUITent area, volume orother Wlit costs.

2.3 DESIGN DEVELOPMENT PHASE

2.3.1 Based on the approved Schematic Design Documentsand any adjustments authorized by the Owner in the program,schedule or construction budget, the Architect shall prepare, forapproval by the Owner, Design Development Documentscoosisting of drawings and other documents to fix and describe~ size aOO clJaracta: of~ Projoot as to an:hitectw"al, structw"al,mechanical and electrical systenlS, materials, and such otherelements as may be appropriate.

2.4.3 DESIGN DEVELOPMENT DOCUMENTS

2.4.3.1 The Architect shall Drovide Desiill Devel~entDocuments based on the approved Schematic Design Docu-ments and art] a~~~tm_.ts ~~tl.v.~ed ,,] Ib.. 8 er in g.~P!~gI , :'ednl.. va "" bu-.tivu yPJ;!gted budget for the Costof the Work. , d!c z' .:;.;.:itect ..ban Y"'}-&", ~v. ..yy.v.aI 'v] tl...e.mer; ~ ~ign Development Documents ox-misbng .,~ma;;ing d vlb... doe ts 10 m shall illustrate and de-scribe the s~ and character refinement of the desiW of theProject. estab!ishin!Z the score. relationshi~. fonns. size anda~ce of the Proiect b.\: means of UlJms. sections andelevations. tvuical construction details and ~l2ment la~out..;.as t~ ;nchiteetm~l, ~b_t~~I, ...""Immeal d ..lecbi 1 ~]~-tr;,r.rs, ~t...ial~, d ~_:. vlb... ..I ts ~.. ...~] ~ ..py..,y.i-ate:- The Desim Develooment Documents shall include ~~i-fications that identify maior materials and ~stems and estatJ..!ish in aeneral their gYBlin: levels

2.3.2 The Architect shall advise the Owner of any adjust-ments to the preliminary estimate of Construction Cost. rlnCkJded in 1997 Subparagraph 2.1.7.1]

*~_~T8141 .19I7-19970WNER.-AR(EI'ECf AGU1m.mNTCOMPAlUSON .AlAe .CI987,199711£ AMEI.ICAN INSTnUrE OF ARCJm'Ecr8. 1735 NEW YORK AVENUE, N. W ~ W A8HINGI'ON. D.C. 2~5292 8141-1987/97 8

2.4.4 CONSTRUCTION DOCUMENTS

2.4.4. 1 The Architect shall !'fOvide Construction Documentshased on the approved Design Development Documents andQUJ ."...~". ..~;MtnICftm it! die seo~ o~ ~m.li~ cf~e :".~;eet ~Iit! die ;x.il!.b.-.x;ti~li _too budget for the Cost of the Work.

~v.= ";.J g." 8~uw.. g." : ...:chiteet shaH ylwy...e. ."v...yy.v...1 b] g.w 8~~, ev_tl_ti~ 9fIC~ ts ~ i..tme, vf

::~~ ~~:= ~~~2~1f:= ~y-struction of the Project The Construction Documents shallinclude Drawinas and S~ifications that establish in detailthe ~li~ levels of materials and §Xstems ~ for the~2.4.4.2 ~ the develQPment of the Construction Docu-ments. the Architect shall assist the Owner in the deveiO!>lne11tID!l preparation of~ a." i.~ssm] bidding and ~urementinfonnation which describes the time. !>lace and conditions ofbi~: bidding or ~l forms~ tile &nditivi15 of theeontlact, and the form of weement between the Owner and

2.4 CONSTRUCTION DOCUMENTS PHASE

2.4.1 Base:! 00 tOO ~ ~ IRve1~ ~aOO any further adjustDDlts in the scope or quality of the Projector in the consbuction budget authorized by the Owner, the~ shaI1 ~, for approval by the Owner, ConstructionDocuments consisting of Drawings and Specifications settingf<Xth in detail tOOreqi JirmB1ts f<X' the construction of the Project.

2.4~ The ~ sbaI1 assist the Owner in the preparationof the DecesS8I)' bidding infonnation, bidding forms, theConditi<X1S of the Contract, and the form of Agreement betweenthe Owner and Contractor.

(Conditions definition from 1987 A201)

(Project Manual description from 1987 A201)S~ilicabons and ma~ include biddina: reauirements and~k.fgrm~

2.4.3 .The Architect shall advise the Owner of any adjust-ments to previous preliminary estimates of Construction Costindicated by changes in requirements or general market condi-tions.

[InCluded in 1997 Subparagraph 2.1.7.1J

2.4.4 The ArclIitoot sball assist the Owner in connection withthe Owner's responsibility for filing docwnents required for the8P1XOVRl of govmlDlt2ltal authorities having jurisdiction over theProject.

2.5 BIDDING OR NEGOTIATION PHASE

[becomes 1997, Paragraph 2.1.6 above]

CONSTRUCTION PROCUREMENTSERVICES

ARTICLE 2.5

2.5.1 The Architect, following the Owner's approval of theConstruction ~uments and of the latest preliminary estimateof Cons1nIction Cost, shall assist the Owner in obtaining bids ornegotiat~ proposals and assist in awarding and preparingcontracts for construction.



[new IM'Ovisions in 1997 edition]

2.5.1 The Architect, ."vH,,"ins t[." 8..I."r' s ~yy;o~~1 of~;,e I1.."ti.,.. Boe~."..ts wold "f d... lateut pletil!1im..] es'liJ:~tevfeomtl-~tioll eost, shall assist the Owner in obtainingeither ~tive bids or negotiated proposals and IbAll assistthe Owner in awarding and preparing contracts for constJUc..tion.

2.5.2 The Architect shall assist the Owner in establishini alist of m:2~tive bidders or contractors.

2.5.3 The Architect shall agsist the Owner in bid vali~tionor ~s8:fevaluation and ~tiQD of the ~~t:II1 bidQ[ ~sal. if anv. If re~ ~ the Owner. the ArchitectshHII notifv all DTOSDeCbVe bidders or contractors of the bid or~sal results.

2.5.4 COMPETITIVE BIDDING

2.5.4.1 Bima Docmnents shall consist of~~ ~

=;~~~ ~~~~7~'='~=~W:.(new provision in 1997 edition)

AlA ~T 81.1 .1917. 1997 OWNEP.-ARamECf A(W.PJ!MENf COMPARISON .AlAS' CI917. 1997nIE AMERK:AN INSTmrrE OF ARCHm.crS. 173' NEW YORK A VENUP. N. W.. W ASHJNGfON, D.C. 2CMM)6.,m9 8141-1987/97

(new provision in 1997 edition]2.5.4.2 Ifre~ted ro: the Owner. the Architect shall ar-mDie for mocllrina the ~tion of BiQdini Documents fordistribution to ~tive bidders. The Owner shall ~j:directlj: for the cost of ~uction or shall reimburse theArchitect for such ~es.

2.5.4.3 If reQuested ro: the Owner. .the Architect shall distri-[new provision in 1997 edition]




2.5.4.4 The Architect shall consider re~sts for substitu-tions- if~tted bv the Bidding. Docwnents. and shall me-~ and distribute addenda identifving avoroved substitutionsto aU 1lIQs~tive bidders.

2.5.4.5 The Architect shall ~ici~ate in or. at the Owner'sdirection. shall organize and conduct a ore-bid conference form:o~tive bidders.

2.5.4.6 The Architect shalll?!~ resIZQn§es to ~stionsfrom ~os~tive bidders and movide clarifications and inter-~tions of the BiQQing Docwnents to alll?!osuective biddersin the form of addenda.

2.5.4.7 The Architect shall oorticioote in or. at the Owner'sdirection. shall orianize and conduct the Ql151niI1IZ of bids. ~Architect shall subse~tlv docwnent and distribute thebiddin2 results- as directed bv the Owner.


(new provisions in 1997 edition]





2.5.5 NEGOTIATED PROPOSALS

2.5.5.1 The Pro~sal Documents shall consist of lZI:~salregYiIements. ~sed contract fonns. General Conditionsand Su~lementarv Conditions. Svecifications and Dra~s.

2.5.5.2 If re~sted ~ the Owner. the Architect shall ar-ranae for procurina the ~ction of Pr~sal Documentsfor distribution to 1ZI:0s~tive contractors. The Q\1mer shall~~ directl~ for the cost of r~oduction or shall reimburse theArchitect for such ~es.

2.5.5.3 Ifreauested bv the Owner. the Architect shall orlZan-ize and ~artici~ate in selection interviews with DTOSDectivecontractors.

2.4.5.4 The Architect shall consider re~sts for substitu-tions- if ~itted !J.\: the ProDOsal Documents. and shall~ and distribute addenda to all DToSt)OOtivecontractorsidentifyjna awoved substitutions to all DTOsDective contrac-

12m.

2.5.5.5 If re~sted bv the Owner. the Architect shall assistthe Q\1mer g.wjna neaotiations with DTOSt)OOtive contractors.The Architect shall subseauentlv document and distribute then~otiation results- as directed bv the Owner.


~DOCU.NT 8141 .1917.1997 OWNER..AR.CHrrEcr ~ COMPARISON. AlACI .01917,199711IEAMFAICANINS1Tnn'F.OF ARCHrrF.crS, 173~NEWYORKAVENUE, N.W. WASIDNGfON, D.C. 20006-'292 8141-1987/97 10

2.6 CONSTRUCTIONPHASE-ADMINISTRA nON

OF THE CONSTRUCTION CONTRACT

ARTICLE 2.6 CONTRACT ADMINISTRATIONSERVICES

2.6.1 The Architoot's responsibility to provide Basic Servicesfor the Construction Phase under this Agreement commenceswith the award of the Contract for Construction and terminatesat ~ earlia- of the issuance to the ~ of the final Certificatef<r P8YnK2lt or 60 days after the date of Substantial Completionof the Work.

(becomes 1997 Subparagraph 2.6.1.2 below)

2.6.2 The Architect shall provide a<hninistration of theCootract f(X" ~oo as set forth below and in the edition ofAlA Document .t\20 1, C'enefal Condition-s of the Contract forConstruction, current as of the date of this Agreement, unlessotherwise provided in this Agreement.

2.6.1 GENERAL ADMINISTRATION

2.6.1.1 The Architect shall provide administration of theContract ~'" 6VUDtltsetivu :Qetween the Owner and Contractoras set forth below and in the e<lition of AlA Document AlO I,General Conditions of the Contract for Construction, cwrent asof the date of this Agreement.. ,mrless ~.;..-;.isc pro-.~ded iJ:.thi~ 2itgr,x,.DcDt. Modifications made to the General Condi-tions. when adQ11ted as Dart of the Contract Documents. shallbe enforceable under this AaIeement onlv to the extent thatth~ are consistent with this Ai[eement or auoroved in writing;Qx the Architect.

2.6.1.2 The Architect's responsibility to provide the ContractAdministration Services B..~i" Be. .i.,.." ~V. d,c 6;:..iS:.-~1ioDPhase-under this Agreement commences with the award of theim!i!l Contract for Construction and terminates at ~.~ earlierof the issuance to the Owner of the final Certificate for Pay-ment. However. the Architect shall be entitled to a Chang;e inServices in accordance with ParallTaoh 2.8.2 when ContractAdministration Services extend or 60 days after the date ofSubstantial Completion of the Work.

[from 1987 Subparagraph 2.6.1 above]

2.6.3 Duties, responsibilities, and limitations of authority ofthe ArchitfX;t shall not be restricted, modified or extended withoutMitten agreement of the Owner and Architect with the consentof the Contractor, which consent shall not be unreasonablywithheld.

[becomes 1997 Subparagraph 2.6.1.4 below]

2.6.4 The Architect shall be a representative of and shalladvise and consult with the Owner (1) during construction \mtilfinal JXtYIDent to the Contractor is due, and (2) as an AdditionalService at the Owner's direction from time to time dw'ing theCOIl"OOboo period described in tlK: Contract for Construction. TheArchitect sbal1 have authority to act on behalf of the Owner onlyto the extent provided in this Agreement \mless otherwisemodified by ~tten instrument.

2.8.1.3 The Architect shall be a representative of and shalladvise and consult with the Owner ffl during the nmvision ofthe Contract Administration Services. "".~trl1CbO!! m.b{ film!paJ..."ut tv tI.., ev..l!w"tv. i~ dl1C, ~d ~~~ ~ 8ft .'.~Jib;'~Se! vi"" at &." 8.,u".'~ di!""bvu £tv... time t~ ti!r.~ dming 1t.e""..""tivu pe.iod de~~.i~ in &." evul!w~t ."v. e~~I!_ti~...The Architect shall have authority to act on behalf of theOwner only to the extent provided in this Agreement unlessotherwise modified by written mb ...!.~nt amendment.

2.8.1.4 Duties, responsibilities, and limitations of authorityof the Architect under this Article 2.6 shall not be restricted,modified or extended without written agreement of the Ownerand Architect with the consent of the Contractor, which c0n-sent shaH Ell not be unreasonably withheld.

[ from 1987 Subparagraph 2.6.3 above]

AlA OOCUMENT 81.1 .1987.1997 OWNF.a.-AP..CHrI"P.CT ~ COMPARISON. AlAe. CI917. 1997mE AMF.R.ICAN n-ISmurE OF ARCHD'P.CfS. 173~ NEW YORK AVENUE, N. W ~ W ASHlNGfON. D.C. 2(MM)6.~29211 8141-1987/97

2.6.1.5 The Architect ~h,,11 rPviPU/ T I., ' "--1-re<ruests bv -ili; C~;;~t~-i;; :dditi:::i~~;ri~ a;:~~(new provision in 1997 edition]


[from 1987 Subparagraph 2.6.15 below]

(from 1987 Subparagraph 2.6.16 below)

[first sentence from 1987 Subparagraph2.6.18 below; second sentence from 1987

Subparagraph 2.6.17 below)

2.6.5 The Arcl1itect shall visit the site at intervals appropriateto the stage of coostruction or as otherwise agreed by the Ownerand Architect in writing to become generally familiar with theprogress and quality of the Work COIllpleted and to determine ingeneral if the Work is being perfOJ1Ded in a manner indicatingthat the Work when completed will be in accordance with theContnl-ct Documents. However, the Architect shall not berequired to make exhaustive or continuous on-site inspections toc~ the quality or quantity of the W~. On the basis of on-siteobsavatioos as an architect, the Architect shall keep the OWnerinfomted of the progress and quality of the Wark, and shallendeavor to guard die OWner against defects and deficiencies inthe Work. (More extemive site representation may be agreedto as an Additional Service. as described in Paragraph 3.2.)

detailedor S~lclarification reW!ested.

2.6.1.8 ,If ~ a:m!°P!iate bv the Arcbitect. the Architectshall on tMOwnPrI~ j:.;.hQlf~n~ ~-Ju-- --d~~s-:~b~~

reQUests for information bv the Contrac~

2.6.1.7 The Architect shall interpret and decide mattersconcerning performance of the Owner and Contractor undera~ ~ feq'.1irements ora the Contract Documents on writtenrequest of either the O\omer or Contractor. The Architect'sresponse to such requests shall be made in wri!jns withrcasODabl~ y.v"'t'tr.~~ and within any time limits agreed uponor otherwise with reasonable ~tries§.

2.6.1.8 Interpretations and decisions of the Architect shall beconsistent with the intent of and reasonably inferable from theContract Documents and shall be in writing or in the fOmt ofdrawings. When making such inteIpretations and initialdecisions, the Architect shall endeavor to secure faithful per-fOln1ance by both O\omer and Contractor, shall not showpartiality to either, and shall not be liable for!h£ results ofinterpretations or decisions so rendered in good faith.

2.6.1.9 The Architect shall render T, ri':~n imtiIl decisions-,-;rtlrirr ~ .-"" bi" bu." on all: claims, disputes or other mat-ters in question between the O\omer and Contractor ;:~labr.~ ~vdie eX-..bv&& v. y.ve'~~~ v:: th" '.'.'v.x as provided in the Con-tract Documents. However. the Architect's decisions on mat-ters relating to aesthetic effect shall be final if consistent withthe intent expressed in the Contract Documents.

2.8.2 EVALUATIONS OF THE WORK

2.6.2.1 The Architect. as a r~sentative of the Owner-shallvisit the site at intervals appropriate to the stage of ~nstrt!e-ttm the Contractor's ouerRtlonS. or as otherwise agreed by theOwner and Architect in 'WTiting Article 2.8. (1) to becomegenerally familiar with an~ !o keen. the ~er infOTrTled aboutthe progress and quality of the oortion of the Work completed.a) $2 ~~v?!,to,lZUar~ ~ ~eri ~defects and~fi~i~encies in the Wn and ill to detemline in general if the Workis being performed in a manner indicating that the Wor~when Mh: completed. will be in accordance with the ContractDocwnents. However, the Architect shall not be required tomake exhaustive or continuous on-site inspections to check thequality or quantity of the Work. en die ba~i~ v:: v&&-~ite cx"",.-~,-;:.~ons ~.. ,:-,.-~hi=t; th~ :~~bi~_t ~baH ~-y dI~ 8 ".inf.;;:;-~~ v:: the y.v~~~ ~d '1~~J v:: the '::2.~ Q&.d ..11ati~~;.:-. tv e=d tf2~ 8~&&- againSt ';"';_ts ~,,;' deft~i~;;d,,~in tIte '.': v.x. I':.:~'..;.e~:~.,-:::~ ~::~ '~J" ~~~,.fl2t..v,. n...", b~':'0' ~ed :v ~ ~. ,:"ii:::v..m Be. ,;~~, m .:~~'" :b~w' ~w, w-

i;' .:or:' ~.;.;

2.8.8 The Architect shall not have control over or charge ofand shall not be responsible for construction means, methods,techniqla, ~ orprocedt n'eS, or for safety precautions andprograms in connection with the Work, since these are theContractor's responsibility under the Contract for Construction.The Architect shall not be responsible for the Contractor'sscltedules or failure to cany out the Work in accordance with theCon1I3ct Documents. The Architect shall not have control overor charge of acts or omissions of the Contractor, Subcontractors,or their agents or employees, or of any other persons performingportions of the Work.

[unchanged from 1987 Subparagraph 2.6.7]

2.6.6 Except as may otherwise be provided in the ContractDocumalts or when direct commwrications have been speciallyauthorized, the Owner and Cootractcx" shall cormnwricate throughthe Architect Connnwrications by and with the Architect'sconsultants shall be through the Architect

2.8.2.2 The Architect shall ~ to the Owner knowndeviations from the Contract Documents and from the mostrecent construction schedule submitted 1n: the Contractor. '.fheA2cmt~t shaH !10t ~.i.,;; coi.trol 0,;:£ or ;;ltmse vl' M1d shaH !~be ...~.,...wibl..1'v. "".wtlt1CbO!1 .11ean3, ,~~, -; ,~..Ii'it1C~,~"'t ee~ v. }'.~.J1es, vI ':v! Jaf;;~ yoecsutio.!S d!£~ yIo"~ams in vvl1r.eebvl. ~ith 11&;:; ':,' vok, since these are the eon-tI"..tv.'~ .""., ibilit, tm.k. ~.;; evl.traet ':.x ev tlt1Cbo...However. the Architect shall not be responsible for the Con-tractor's seti:c'.mes vi failme to ~'Y Ori~ !)erform the Work inaccordance with the re(!Uirements of the Contract Documents.The Architect shall be res!,<>nsible for the Architect's n~aentacts and omissions but shall not have control over or charge ofand shall Dot be res~ible for acts or omissions of the Con-tractor, SuOOontractors, or their agents or employees, or of anyother ~ or entities perfOmting portions of the Work.

2.8.2.3 lk Archita:t sball at all tiIJD have access to the Workwhere,'er it is in preparation or progress.

2.8.2.4 Except as may otherwise be provided in It.;:; evoltlav~~m~.%.ts this A~ent or when direct communicationshave been specially authorized, the Owner .h~ eOl.~ae~vishall endeavor to communicate with the Contractor throughthe Architect about matters arisiDi out of or relatini to theContract Docwnents. Communications by and with the Archi-tect's consultants shall be through the Architect.

2.8.2.5 The Architect shall have authority to reject Workwhich does not conform to the Contract Docwnents. When-ever the Architect considers it necessary or advisable. for~}'I tati.,.. v; tI... inte..~ vl' the eontraet Boe~ -;.e-;.ts, theArchitect will have authority to require a~Jibv.lal inspectionor testing of the Work in accordance with the provisions of theContract Docwnents, whc;ilier or not such Work is fabricated,installed or completed. However, neither this authority of theArchitect nor a decision made in good faith to exercise or notto exercise such authority shall give rise to a duty or responsi-bility of the Architect to the Contractor, Subcontractors, mate-rial and equipment suppliers, their agents or employees orother persons or entities performing portions of the Work

2.8.3 CERTIFICATION OF PAYMENTS TOCONTRACTOR

[from 1987 Subparagraph 2.6.11]

2.6.3.1 B..~~ v.. tI." :u"iDtcct'~ vb~_;~tions ;n:.d e-;~iaati",~ ":g.,, ev~tlgvtv.'~ :~yyn_tiv.~ :v. Pa'l!!~~:.t; The Archi-tect shall review and certify the amoWlts due the Contractorand shall issue Certificates for Pavment in such amounts.

2.6.9 Based on the Architect's observations and evaluationsof the Cootractor's Applications for Payment, the Architect shallreview and certify the amounts due the Contractor.

1jA DOCUMENT 8141 .1987. 1997 OWNEll-ARCHrI'ECf A<w.E£MJ!NT COMPARISON. AlAe. C1987, 1997mE AMElUCAN rnsmurn OF ARCHrI'ECfs. 173S NEW YORK AVENUE. N. W., W ASIDNGfON, D.c. ~S29213 8141-1987/97

[Continuation of 1997 Subparagraph 2.8.3.1JThe Architect's certification for payment shall constitute arepresentation to the Owner, based on the Architect's ~';:.sel-'Q-tions at the site evaluation of the Work as provided in Sub-paragraph ~ 2.§..2 and on the data comprising the Contrac-tor's Application for Payment, that the Work has progressed tothe point indicated and that, to the best of the Architect'sknowledge, information and belief, ~ quality of the Work isin accordance with the Contract Docwnents. The foregoingrepresentations are subject ill to an evaluation of the Work forconfonnance with the Contract Docwnents upon SubstantialCompletion, (2) to results of subsequent tests and inspections,ill to correction of minor deviations from the Contract Docu-ments ~rreetable prior to completion, and ill to specific~cations expressed by the Architect. .=fhe issaaftee OJ... a,ee...jfi~te ""'~QJ~~ shaH ."...~.1~r ~ti;;-..~e a lel'r~entat!':.lid.t die emtr_tva i~ "ntitled to ygJ..-ut in g." v t "".ti-fied:o

2.8.10 Th: Architect's ca'tificatioo foc JXIYnX21t shall constitutea reJX'esel]tation to the Owner, based on the Architect's observa-tions at the site as provided in Subparagraph 2.6.5 and on thedata comprising the Contractoc's Application for Pa}1Jlent, thatthe Wark has progressed to the point indicated and that, to thebest of~ Arclritect's knowledge, information and belief, qualityof~ W~ is in aaxxdance with the Contract Docummts. Theforegoing ~tatioos are subject to an evaluation of the Warkfoc coof<:m)8I.:e with the Contract Documents upon SubstantialCompletion, to results of subsequent tests and inspections, torom OOviatioos from the Contract Documents correctable priorto completion and to specific qualifications expressed by the~ ~ i8suaJ¥:e of a Certificate for Payment shall furtherconstitute a representation that the Contractor is entitled topayment in the amount certified. However, the issuance of aCertificate for Pa}1Jlent shall not be a representation that theA.-cl-litect has (1) made exhaustive or continuous on-site inspec-tions to check the quality or quantity of the Work. (2) reviewedconstruction means, methods, techniques, sequences or proce-dures, (3) reviewed copies of requisitions received from Subcon-tractors and material suppliers and other data requested by theOwner to substantiate the Contr3ctor's right to pa}1Jlent or (4)ascertained how or for what pwpose the Contractor has usedmoney previously paid on accolUlt of the Contract Sum.


2.6.3.2 IIOT.~-.-~r, The issuance of a Certificate for Paymentshall not be a representation that the Architect has (1) madeexhaustive or continuous on-site inspections to check thequality or quantity of the Work, (2) reviewed constructionmeans, methods, techniques, sequences or procedures, (3)reviewed copies of requisitions received from Subcontractorsand material suppliers and other data requested by the Ownerto substantiate the Contractor's right to payment. or (4) ascer-tained how or for what purpose the Contractor has used moneypreviously paid on aCCOWlt of the Contract Sum.

2.6.3.3 The Architect shall maintain a record of the Contrac-tor's AP!'lications for Pa):ment.

2.6.11 The Archi~ shall have authority to reject Work whichdoes not confonn to the Contract Documents. Whenever theArchi~ oonsi<bs it necessary or advisable for implementationof the intent of the Contract Docwnents, the Architect will haveauthority to require additional inspection or testing of the Workin accordance with the provisions of the Contract Docwnents,whether or not such Work is fabricated, installed or completed.However, neither this authority of the Architect nor a decisionmade in good faith to exercise or not to exercise such authorityshall give rise to a duty or responsibility of the Architect to theContractor, Subcontractors, material and equipment suppliers,their agents or employees or other persons performing portionsof the Work.

(becomes 1997 Subparagraph 2.6.2.5)

AlA DOCUMENT 8141 .1917. 1997 OWNER..AaCImECT ~ COMPAlUSON .AJAe .CI917, 1997mE AMERICAN INSTrrorE OF AACHO"ECTS, 1 m NEW YORK AVENUE. N. W ~ W ASInNGfON, D.C. ~~292 8141-1987/97 14

2.6.4 SUBMmALS

2.6.4.1 The Architect shall review and approve or take otherappropriate action upon ~ Contractor's submittals such asShop Drawings, Product Data and Samples, but only for thelimited purpose of checking for conformance with informationgiven and the design concept expressed in the Contract Docu-ments. The Architect's action shall be taken with such reason-able promptness as to cause no delay in the Work or in the-.v.~tI u..hvu activities of the Owner. Contractor or m separatecontractors, while allowing sufficient time in the Architect'sprofessional judgment to permit adequate review. Review ofsuch submittals is not conducted for the purpose of detemlin-ing the accuracy and completeness of other details such asdimensions and quantities. or for substantiating instructionsfor installation or performance of equipment or systems. de-~i~"'; 'v} &" 6Cntlacto., ail of which remain the responsibii-ity of the Contractor ~v the CA~~U~ M required by the ContractDocuments. The Architect's review shall not constitute ap-proval of safety precautions or, unless otherwise specificallystated by the Architect, of construction means, methods, tech-niques, sequences or procedures. The Architect's approval of aspecific item shall not indicate approval of an assembly ofwhich the item is a component.

2.6.12 The Architect shall review and approve or take otherappropriate action upon Contractor's submittals such as ShopDrawings, Product Data and Samples, but only for the limitedpurpose of checking for conf<Xmance with information given andthe design concept expressed in the Contract Docwnents. TheArchitoot's action shall be taken with ~ reasonable promptnessas to cause no delay in the Work or in the construction of the0wIlt2" rs: of sq>arate contractors, while allowing sufficient timein the Architect's professional judgment to permit adequatereview. Review of such submittals is not conducted for thepurpose of detennining the accuracy and completeness of otherdetails such as dimensions and quantities or for substantiatinginstructions for installation or performance of equipment orsystems designed by the Contractor, all of which remain theresponsibility of the Contractor to the extent reqUired by theContmct Ihuments. 100 Architect's review shall not constituteapproval of safety precautions or, unless otherwise specificallystated by the Architect, of construction means, methods, tech-niques, sequences or procedures. The Architect's approval of aspecific item shall not indicate approval of an assembly of whichthe item is a component. When professional certification ofperformance characteristics of materials, systems or equipmentis reqUired by the Contract Docwnents, the Architect shall beentitled to rely upon such certification to establish that thematerials, systems or equipment will meet the performancecriteria reqUired by the Contract Docwnents.

[last sentence becomes 1997Subparagraph 2.6.4.3 below]

2.6.4.2 The Architect shall maintain a record of submittalsand col2ies of submittals su!J!'lied ~ the Contractor in accor-dance with the reauirements of the Contract Documents.

2.6.4.3 When If professional desiil} services or certification§.~ a desi~ professional of peiivilttaltee e~12iia~~~risties oflnat~iiais, related to systems. materials or equipment ~ ms~ificallx required of the Contractor by the Contract Docu-ments, the Architect shall s~~ awo12riate Derformance anddesign criteria that such services must satisfy. ShQ12 Dra~sand other submittals related to the Work desilffied or certifiedbv the desi~ mofessional retained bv the Contractor shallbear such ~ofessional's written approval when submitted tothe Architect. The Architect shall be entitled to rely upon ~ade~cx. accura~ and cornmeteness of the services. suchcertifications or amovals Derformed ~ such desilm Drofes-sionals. tv ,,~tabii~l. tl...t tt." te.iai", "J"te~." v. e'1mpr!!e~~t..in .~eet tl." l""'."v""",,~ v. it". ia ""1t!i1ed b, the eo~~1Ia;;,~Bocm:.~ell~.


[from last sentence of 1987Subparagraph 2.6.12 above]

~ DOCUMEJlT 8141 .1917 -1997 OWNa.ARCHUECf AGItEEMENT COMPAlUSON .AlAIIJ. C1917. 1997mE AMERICAN INSTnUrE OF ARCHrrncrS. 173' NEW YORK AVENUE, N. W.. W ASHINGrON. D.c. 20006-'29215 8141.1987/97

2.6.5 CHANGES IN THE WORK

2.6.13 The Architect shall prepare Change Orders andCoostnx:boo Change ~ves, with supporting docwnentationand data if deemed necessary by the Architect as pro~ded inSubparagraphs 3.1.1 and 3.3.3, for the Owner's approval andexecutioo in accordance with the Contract Documents, and mayauthorize mm changes in the Wn not involving an adjustmentin tlr; Contmct Swn or an extension of the Contract Time whichare not inconsistent with the intent of the Contract Documents.

2.6.5.1 The Architect shall prepare Change Orders and Con-struction Change Directivi;S, ith S~y}'(-..~ d.x-mr&cntativliand data if decIDed II~SM' b] tI." A!"bit""t "" p.v.ided inSl2bpMagrapm. 3.1.1 d 3.3.3, for the Owner's approval andexecution in accordance with the Contract Docwnents.. ;-andThe Architect may authorize minor changes in the Work notinvolving an adjustment in the Contract Swn or an extensionof the Contract Time which are nv~ incomistci.~ consistentwith the intent of the Contract Docwnents. If necessm. theArchitect shalll2I~. r~oduce and distribute Dra~sand S~ifications to describe Work to be added. deleted ormodified. as l2rovided in Paragral2h 2.8.2.

2.6.5.2 The Architect shall review ~lx prepared. timelyreaue~ts ~ the Owner or Contractor for changes in the Work.r :-:-- =- .AA~ i"~" t"UYI~1UI1 III IVVI eamonJ

tect ma~ issue an order for a Minor Chanie in the Work orrecommend to the Owner that the re~sted c~e be denied.

2.6.5.3 If the Architect detem1ines that implementation ofthe reQYested chanies would result in a material chanie to theContract that ma~ cause an ad_iustment in the Contract Time orContract Sum. the Architect shall make a recommendation to


Chanae Order or other al21!!:°mlate docmnentation for theOwner's execution or ne2otiation with the Contractor.

2.6.5.4 The Architect shall maintain records relative tochanies in the Work.


2.6.6 PROJECT COMPLETION

2.6.6.1 The Architect shall conduct inspections to determinethe date or dates of Substantial Completion and the date offinal completion, shall receive from the Contractor and for-ward to the Owner. for the Owner's review and records. writ-ten warranties and related docwnents required by the ContractDocuments and assembled by the Contractor, and shall issue afinal Certificate for Payment based Y12QD a [mal ins~tionindica1iDi the Work COUlulies !!po.. C(!ft!pliaftee with the re-quirements of the Contract Documents.

2.6.14 The Archi~t shall C<X1d\r.t inspex:tions to ootem1ine thedate or dates of Substantial Completion and the date of finalcompletion, shall receive and forward to the Owner for theOwner's review and records v.Titten warranties and relateddocuments required by the Contract Documents and assembledby ~ Conbuctoc, and shall issue a final Certificate for Paymentupon compliance with the requirements of the Contract Docu-ments.

~DOC~TB141 .1917-19970WNER.-ARCHrn:cr A~COMPARISON. AlAe .CI917,1997lHEAMElI.ICAN lNSTmrrEOF ARCHrn:crS.I73~ NEW YORK AVENUE, N.W~ WASIDNGfON, D.C. 2()006.~292 8141-1987/97 16

2.6.6.2 The Architect's ~tion shall be conducted withthe Owner's R~esentatiYe for conformance of the Work withthe reouirements of the Contract Documents and to ~ theaccuracy and com~leteness of the list submitted by the Con-tractor of Work to be conwleted or corrected.

2.6.6.3



correction of the Work.

2.6.6.4 The Architect shall receive from the Contractor andforward to the Owner: (1) consent of suretY or sureties. if an~-to reduction in or ~artial release of retainase or the makinS of

I a ent and .ts. receiots. releases 8nd wAiv-.rsof liens or bonds ind~nmib:ins the Owner asainst liens.


[becomes 1997 Subparagraph 2.6.1.7 above]

[becomes 1997 Subparagraph 2.6.1.8 above)

[becomes last sentence of1997 Subparagraph 2.6.1.9 above]

2.6.15 The Architect shall interpret and decide mattersconcerning perfOImance of the Owner and Contractor under therequirements of the Contract Documents on Mitten request ofeither the Owner or Contractor. The Architect's response to suchrequests shall be made with reasonable promptness and withinany time limits agreed upon.

2.6.16 Interpretations and decisions of the Architect shall beconsistent with the intent of and reasonably inferable from theContract Documents and shall be in Miting or in the form ofdrawings. When making such interpretations and initialdecisions, the Architect shall endeavor to secure faithful perfor-mance by both Owner and Contractor, shall not show partialityto either, and shall not be liable for results of interpretations ordecisions so rendered in good faith.

2.6.17 The Architect's ~isions on maim relating to aestheticeffoot shall be final if consistent with the intent expressed in theContract Documents.

2.6.18 The Architect shall render written decisions within areasonable time on all claims, disputes or other matters inquestion between the Owner and Contractor relating to theexecution or progress of the Work as provided in the ContractDocuments.

[becomes first sentence of1997 Subparagraph 2.6.1.9 above)

2.6.19 The Architect's decisions on claims, disputes or othermatters, including those in question between the Owner andContmctor, except for those relating to aesthetic effect as providedin Subpamgraph 2.6.17, shall be subject to aIbitmtion as providedin this Agreement and in the Contract Documents.

[not included in 1997 edition)

FACILrTY OPERATION SERVICESARTICLE 2.7

[new provision in 1997 edition]2.7.1 The Architect shall meet with the Owner or the~er's Desiwated R~resentative DromDtl~ after Subs~tialCom~letion to review the need for facilitY o~ation services.

AlA DOCUMENT 81.1 .1917 -1997 OWNER-ARCHII'ECf A~ COMPAlUSON .AIAC>. C1917, 1997rnEAMERICAN INS1mJTEOF ARCHII'ECfS.I73S NEW YORK AVENUE, N.W. WASIDNGTON. D.C. 2<MK16-S29217 8141-1987/97

2.7.2 Uoon re~st of the O\'t11er. and roOf to the ~ira-tion of one ~ear from the date of Substantial CQm121etion. theArchitect shall conduct a m~ with the O\'t11er and theO\'t11er's Desi~ted Rwesentative to review the facilitY~tions and !)erformance and to make al2l2Ig.miate recom-mendations to the O\'t11er.


[new provisions in 1997 edition]


ARTICLE 2.8 SCHEDULE OF SERVICES

2.8.1 Desi~ or Contract Administration Services wondthe followin~ limits shall be ~rovided 12.): the Architect as aChange in Services in accordance with Paragra~h 1.3.3:

.1 Y12JQ ( ) reviews of each Sho~ Drawina.Product Data item. Sample and similar submittal of~ the COl1uactor.

.2 ~ ( ) visits to the site by the Architectover the duration of the Project durini construction.

.3 ~ ( ) ins~tions for any ~rtion of theWork to determine whether such !>Ortion of the Workis substantiall~ comj2lete in accordance with theregyirements of the Contract Documents.

.4 ~ ( ) ins~tjons for any oortion of theWork to determine final coffij2letion.

[new provision in 1997 edition]2.8.2 The followini Contract Administration Services shallbe l2I:°vided b~ the Architect as a Charuze in Services in accor-dance with Para~a~h 1.3.3:

.1 review of a Contractor's submittal out of sequencefrom the submittal schedule a~eed to by the Archi-~




.2 res~nses to Contractor's regyests for infonnationwhere such information is available to the Contractorfrom a careful stu~ and coml2!!rison of the ContractDocuments. field conditions. other Owner-orovidedinfonnation- Contractor-m~ared coordination draw-in2s. or wor Project corres~ndence or documenta-~

.3 P "'p=ms B.a..it~", Sp""'iftcatio.!S mId ;:,1f.cr doct!..."..tativu a..d "..yyv.titlg data, ~.~i~1iDs e~JtJae-tv.'" y.vyv"ai", : y.v.idDt~ ~tb~. s~.-;iees in ~~-..""tiv':' "itb Change Orders and ConstructionChange Directives regyirin2 evaluation of oroDOsals.includin2 the m~aration or revision of Instrumentsof Service:

.4 PJoviding consultation concerning replacement ofWork da!!mged 'vJ resultiDi from fife or other causeduring construction; ""d ;UA.ri~tm'e> ~~. .r_~ re~Jifedu. "".tr."",trVll ..rdt g.~ .~yIQ_"'~llt vf ~t!Ch '.'.' ;:.;:'.;:.


AlA DOCUMENT B1~1 .1987 -1997 OWNER.-ARCHrrF.CT A~ CO~ARJSON .AlA* .CI987, 1997mE AMERICAN INSTIl'UTE OF ARCHrrF.CTS, m~ NEW YORK AVENUE, N. W. W ASHINGfON, D.C. 20006-~292 8141-1987/97 18

[from 1987 Subparagraph 3.3.7 betow) .5 Pro-.~.:IiI-.e, scr-.i""" in "...tuating evaluation of anextensive number of claims submitted by the Owner'sconsultants. the Contractor or others in connectionwith the Work:.

[from 1987 Subparagraph 3.3.4 below] .6 Pro~.-i.iil-,g se~-.-ice~ in eem"""ti~~..itJ, e...IUQbntSevaluation of substitutions proposed by the Owner'sconsultants or contractor§. and making subsequentrevisions to Bra.-.ing~, SY'""'m~ti~..., ...,.; ~tI.".d~t!me!!tatio.t Instruments of Service resulting there-from;



.7 P!ey",i!~ d"""'""llt~ ureDaration of desiill and docu-mentation for alternate, separate o. ~~qu~..hal btd~ v,pro-.;dr!tS se!;t_~ in ~ hv.. ..ttb bidding, ll~~V-tiatio!t o. eo.~t! uvhv.. Y' tv. tv tb~ ~...pl~hvll vf tI...eo;-':;~,l(,tiO!t Boemn"'llts PI,a~",. bid or uro~al re-QUests I2rouosed by the Owner: or

.8 ~~-.-;..iiI.~ se.-;~ces aft.:., is~tIa..- tv tI.~ 8 ~. vftl"";,.;:~I ee!'tificate ;v. P uJ...~..t, v. ...v.~ tI , ContractAdministration Services urovided 60 days after thedate of Substantial Completion of the Work.

2.8.3 The Architect shall furnish ordesignated:

[1997 Clauses replace1987 Subparagraphs

indicated below]Senices Resoonsibilin: Location of Service

(Architect, Owner Descriptionor Not Provided)

3.4.1[new service replaces 3.4.19][new service replaces 3.4.19][new service in 1991 edition]

3.4.6 and 3.4.153.4.23.4.33.4.43.4.73.4.8

[new service replaces 3.4.19][new service replaces 3.4.19]

3.4.133.4.93.4.123.4.103.2.13.4.93.4.173.4.163.4.183.4.14

.1 Progl:amming.2 Land Survey Ser\ices.3 Geotechnical Services.4 Space SchematicsIFlow Diagl:ams.5 Existms Facilities SurveYs.6 Economic Feasibili~ Studies.7 Site Anal~sis and Selection.8 Environmental Studies and R~rts.9 Owner-Suvvlied Data Coordination.10 Schedule Develovrnent and Monitoring.11 Civil DesiW.12 Landsca~ DesiW.13 Interior DesiW.14 SDeCial Bidding or Negotiation.15 Value Anal~sis.16 Detailed Cost Estimating.17 On-Site Project R~esentation.18 Construction Management.19 Start-Ul2 Assistance.20 Record Dra~s.21 Post-Contract Evaluation.22 Tenant-Related Services.23.24.25

Descri~tion of Services.

AlA DOCUMENT 8141 .1987 -1997 OWNER-ARCHrrBCT AGREEMENT COMPARISON .AIA~. 01987, 1997THE AMERICAN INS1TI1m OF ARcurrncrs, 173-' NEW YORK AVENUE, N. W, W ASIDNGfON, D.C. 2(MX)6.-'29219 8141-1987/97

ARTICLE 2.9 MODIFICATIONS

2.9.1 Modifications to this Standard Fonn of Architect'sServices: Desiil! and Contract Administration. if any. are asfollows:

[replaces 1987 Article 12 below]

~ its execution. this Standard FOfUl of Architect's Services:Desi2n and Contract Administration and modifications heretoare inco~rated into the Standard Fonn of Ail:eement Be-tween the Owner and Architect. AIA Doc\nIlent B 141-1997.that was entered into Px the !1arties as of the date: '-


ARTICLE 3

ADDITIONAL SERVICES

Standard Form of AgreementBetween Owner and Architect

with Standard Form of Architect's Services

1.3.3 CHANGE IN SERVICES3.1 GENERAL

3.1.1 The services descrilm in this Article 3 are not includedin Basic Services lmless so i<b1tified in Article 12, and they shallbe paid for by the Owner as provided in this Agreement, inaddition to compensation for Basic SeIVices. The servicesdescribed under Paragraphs 3.2 and 3.4 shall only be providedif authorized or confumed in writing by the Owner. If servicesdescn"bed UIKJer Cootingent Additional SeIVices in Paragraph 3.3are required due to circumstances beyond the Architect's control,the Architect shall notify the Owner prior to commencing suchsavices. If the Owner deems that such services described underParagraph 3.3 are not required, the Owner shall give promptwritten notice to the Architect. If the Owner indicates in writingthat all or part of such Contingent Additional SeIVices are not~ the Architect shall have no obligation to provide thoseServices.

1.3.3.1 7.." "e.. ices ~~seritJed tt! this ~tiete 3 are n.:.~ iI..-,,1t2~~ in Ba"ie Se.-.iees Imtess so identified in ;.. ~.iele tz, aIA~tt"'J "I..." be paid 1".:.[ tJ ti!e G-..ner as p.o-.~ded in tiris ~~ee-rnent; in additi':'i! to ~u.~..;;ation ';.:.r Basie Se..-iees. =fbe"". .i""" de"".itJed der Ponagrapm 3.~ aud 3.~ shalt .:.m, be".v.ided if a...tI.v.~ed v. "".':u...ed tt. ~.itittg bJ tt.e 8.;.!er.Change in the Services of the Architect. including servicesregYired of the Architect's consultants. mav be accom~lishedafter execution of this AlZreement. without invalidating theAgreement. if mutuall~ agreed in writing. if se..-iees deseritJedm!de. 6.:..rtit!ser!t ~dditional Se..;ees tt! Paragrap;-. 3.3 arerequired due-to !!x circumstances beyond the Architect's con-trol. or if the Architect's services are affected as described inSub~aragra~h 1.3.3.2. In the absence of mutual a~ent inwriting. the Architect shall notify the Owner prior to UIQvidini~r.11neneirrg such services. If the Owner deems that ~11!!I1.Qf such Change in Services d ". itJed tm.k. P ara~ a"h 3.3are ~ not required, the Owner shall give prompt written noticeto the Architect...m4. If the G-..h~. tt!dieates in i1i1:~ thataM va part vf "...,,~. ev..tinsent ~dditio.ml Se.;iees one ~.ot."qt2i!ed, the Architect shall have no obligation to providethose services. Exceot for a change due to the fault of theArchitect. C~e in Services of the Architect shall entitle theArchitect to an adjustment in com~ation OUfsuant to Para-~a~h 152- and to anv Reimbursable Exoenses described inSub~ara~I!h 1.3.9.2 and ParalZraoh 1.5.5.

AlA DOCUMeIT B141 .1987 -1997 OWNER.-ARCHrrEcr A~Nf COMPARISON. A]A* .C1917, 1997mE AMERICAN 1NSTnuI'E OF ARCHrrEcrS, 173' NEW YORK AVENUE, N. W. W ASIBNGfON, D.C. 20006-'292 B141-1987/97 20

3.2 PROJECT REPRESENTATION BEYONDBASIC SERVICES

[becomes item .17 in 1997 Paragraph 2.8.3 above)

[not included in 1997 edition]

3.2.1 If more extensive representation at the site than isdescribed in Subparagraph 2.6.5 is required, the Architect shallprovioo one or more Project Representatives to assist in canyingout such additional on-site responsibilities.

3.2.2 Project Representatives shall be selected, employed anddirected by the Architect, and the Architect shall be compensatedtherefor as agreed by the Owner and Architect. The duties,responsibilities and limitations of auth<Xity of Project Representa-tives shall be as described in the edition of AlA Document B352current as of the date of this Agreement. unless otherwise agreed.

3.2.3 T1m>ugh the observations by such Project Representa-tives, the Architect shall endeavor to provide further protectionfor the Owner against defects and deficiencies in the Work, butthe furnishing of such project representation shall not modify therights, responsibilities or obligations of the Architect as describedelsewhere in this Agreement.


3.3 CONTINGENT ADDmONAL SERVICES

3.3.1 Making revisions in Drawings, Specifications or otherdocuments when such revisions are:

1.3.3.2 If any of the followinll circumstJrnces affect theArchitect's services for the Proiect the Architect shall be~titl~ to an aI1I1rQuriate adiu.c;tment in the Architect's sched-ule and comuensation: ~.iakD!S 1~.i~iv.1S it. B.a~it.e.", S!",,",i-ncatiom o. vtfl~. doctm!~&&ts ..t.~.. ~u~t. .~.i"iv ...e.

.1 inconsistent with approvals or instructions previouslygiven by the Owner, including revisions made neces-sary by adjus1ments in the Owner's program or Projectbudget;

.2 requjred by the enactment or revision of codes, laws orregulations subsequent to the preparation of suchdocuments; or

.1 m,t.si"t"..t.. ill. chanlZein the instructions or ap-provals o~ illStru"ti~.~ y.".i~...,I, given by theOwner , includitrg that necessitate revisions made~cccs~J b, aJ~...,tr.."..ts iI. tit" 8,...".'" I"~~"'" o.Prv~cct budg"t, in mstrwnents of Service

.2 rc-ittircd by tI." enactment or revision of codes, lawsor regulations or official int~retations whichnecessi~te chanQes to mevious\v m~ared Instru-ments of Service: st&~scql2C.rt t~ II." y."y...ativ.. vfsuc~. docmtrcnts; ~.

.3 due to changes required as a result of the Owner'sfailure to render decisions in a timely manner.

3.3.2 Providing services required because of significantchanges in the Proja;t including, but not limited to, size, quality,complexity, the Owner's schedule, or the method of bidding ornegotiating and contracting for construction, except for servicesrequired under Subparagraph 5.2.5.

3.3.3 Preparing Dmwings, S~ifications and other docwnen-tation and supporting data, evaluating Conlmctors proposals, andproviding other services in connection with Change Orders andConstruction Change Directives.

.3 ;?-~c to c~.a;:.e;cs rc'im.ed a~ a ,...~mt uftb... 8..,.v""

::~ilmcto .crlder decisions of the Owner not render~

in a timely manner~7

.4 Pro-.-i.:m-.g sc ices ,v...t!i!ed bee ,... uf significantc~~cs ~ in the Project including, but not

limited to, size, quality, complexity, the Owner's

schedule or bugget. or the orocurement method~ of

bidding or I!cgotiatir'e> u..d vv..tr"vtin~;v. "".."tru ti~;:., cxeey~ ::~r sc;:-.ices ..c...nired ;..., Su'vpu."~"pl.

H:5:o

[becomes 1997 Subparagraph 2.8.2.3]

AlADOCUMENTB141 .1917-19970WNER.-ARCHrrECT A~COMPAlUSON. AIA~. 01917,1997mE AMERJCAN INS1TnJrE OF ARCHn"EcrS, 173-' NEW YORK AVENUE, N.W ~ WASHlNGfON, D.C. 20006--'29221 8141-1987/97



3.3.4 Providing services in connection with evaluatingsubstitutioos proposed by ~ Contractor and making subsequentrevisions to Drawings, Specifications and other doc1U1lentationresulting therefrom.

3.3.5 Providing consultation ~ replacement of Workdamaged by fire (X' other cause dming construction, and furnish-ing services required in connection with the replacement of suchWork.

3.3.6 Providing services made ~sary by the default of theContractor, by major defects or deficiencies in the Work of theContractor, or by failme of performance of either the Owner orContractor under the Contract for Construction.

.5 ~;:;-.~dins se..~ces i.mde !!eeeSSm, t) tI..:. d"iamt vithe 6;:;;:.traC;;':'i, ';:.) .'m.]v. dei.:c.ts v. J"fj"i"u"i"" in tit"'::OiX .:.:1'the 6.:.r.tlaetv., v. b, failure of performanceon the 12art of either the Owner. the Owner's consul-~ or ~ Contract~ 12L~er 1t;; 6;:;..1[...:.;; :1":'i 6.:.r.-!t!-.:.~t!O!!.

[becomes 1997 Subparagraph 2.8.2.5]3.3.7 Providing services in evaluating an extensive numberof claims submitted by the Contractor or others in connectionwith the Work.

3.3.8 Providing services in connection with a public hearing;arbitration proceeding or legal proceeding except where theArchitect is party thereto.

.6 Pfo-.iding set-.ices in .x.miiX-b"li ~ith m:~aration forand attendance at a public hearing, arbitrab".. D.dis~ute resolution proceeding or D. legal proceedingexcept where the Architect is party thereto:. 7

3.3.9 Preparing doc.uments for alternate, separate or sequen-tial bids or providing services in connection with bidding,negotiation or construction prior to the completion of theConstruction Docwnents Phase.


[new provision in 1997 edition] .7 change in the information contained in Article 1.1.

3.4 OPTIONAL ADDmONAL SERVICES

3.4.1 Providing analyses of the Owners needs and program-ming the requirements of the Project.

3.4.2 Providing financial feasibility or other special studies.

3.4.3 Providing planning surveys, site evaluations orcomparative studies of prospective sites.

3.4.4 Providing special surveys, environmental studies andsulxnissions required for approvals of governmental authoritiesor others having jurisdiction over the Project.

3.4.5 Providing services relative to future facilities, systemsand equipment.

3.4.6 Providing services to investigate existing conditions orfacilities or to make measured drawings thereof.

3.4.7 Providing services to Vl'rify the accuracy of drawings orother information fwonished by the Owner.

3.4.8 Providing coordination of construction perfonned by~te contractors or by the Owner's own forces and coordina-tion of services required in connection with construction per-formed and equipment supplied by the Owner.

[becomes item .1 in 1997 Paragraph 2.8.3 above]





[becomes item.5 in 1997 Paragraph 2.8.3 above]

[becomes item.9 in 1997 Paragraph 2.8.3 above]


AlA DOC~T 8141 .1917 -1997 OWNEll-AP..CHrrECT AcaEEMENr COMPARISON. A1A(i) .01987. 1997mE AMERICAN 1NSTrrurE OF AP..CHII'ECfS. 173' NEW YORK AVENUE. N.W. WASIDNGfON. D.C. 20006-'292 8141-1987/97 22




[becomes item .15 in 1997 Paragraph 2.8.3 abctve)

[becomes item .13 in 1997 Paragraph 2.8.3 above)

3.4.9 Providing services in connection with the work of aconstruction manager or separate consultants retained by theOwner.

3.4.10 Providing detailed estimates of Construction Cost.

3.4.11 Providing detailed quantity surveys or inventories of

material, equipment and labor.

3.4.12 Providing analyses of owning and operating costs.

3.4.13 Providing interior design and other similar servicesrequired for or in connection with the selection, procW"eDlent orinstallation of fwniture, fwnishings and related equipment

3.4. 14 ~ services f<X"pl~ tenant or rental spaces. (becomes item .22 in 1997 Paragraph 2.8.3 above]

[becomes item.5 in 1997 Paragraph 2.8.3 above]3.4.15 Making investigations, inventories of materials orequipment, or valuations and detailed appraisals of existingfacilities.

3.4.16 Preparing a set of reproducible record <hawings showingsignificant changes in the Work made during construction basedon marked-up prints, drawings and other data furnished by theContractor to the Architect.



[becomes Clause 2.8.2.8 above; also coveredas item .21 in 1997 Paragraph 2.8.3 above]

[becomes items .2, .3, .11 and .12in 1997 Paragraph 2.8.3 above)

3.4.17 Providing assistance in the utilization of equipment orsystems such as testing, adjusting and balancing, preparation ofoperation and maintenance manuals, training personnel foroperation and maintenance, and consultation during operation.

3.4.18 Providing services after issuance to the Owner of thefinal Certificate for Payment, or in the absence of a final Certifi-cate foc Paynx:nt, more than 60 days after the date of SubstantialCompletion of the Work.

3.4.19 Providing services of consultants for other thanarchitectural, structural, mechanical and electrical engineeringportions of the Project provided as a part of Basic Services.

3.4.20 Providing uny other services not otherwise included inthis Agreement or not customarily furnished in accordance withgenerally accepted architectural practice.


AlA DOCUMENT B141 8 1987 -lmOWNEll-ARCHn'Ecr A~COMPARJSON 8 AIACII8 C1987. 1mmE AMERICAN INSTmrrE OF ARCHn'EcrS, 173-' NEW YORK AVENUE, N. W ~ W ASHlNGfON, D.C. 20006--'29223 8141-1987/97

ARTICLE 4OWNER'S RESPONSIBILITIES

1.2.2 OWNER

4.1 The Owner shall provide full infOImation regardingrequirelnmts fcx the Project, including a program which shall setforth the Owner's objectives, schedule, constraints and criteria,including space requirements and relationships, flexibility,expandability, special equipment, systems and site requirements.

(Owner's program becomes 1997Subparagraph 2.2.1.1 below]

4.2 Th: ~ shall ~blish am update an overall budget forthe Project, including the C<JriStJ1:iCtitiri Cos(ilie OWIl-ers otli~costs and reasonable contingencies related to all of these costs.

1.2.2.1 Unless Q1Dmrise DTovided under this Agreement. theOwner shall provide full infom1ation in a timel~ mannerregarding requirements for and limitations on the Project. ;melajif:.e;: a y'OSlM!. ~_tDvh ~t.~H ~vt .rv.rit rit~ 8~..~..'s vbjee-ti-.~, seL~mv, vv~tr"mts ~d e.itv.i~, it.vlumns ~l""'" :~-~.mel!.~l!ts ~d .vl~ti~.!Smy~, Bvxibili~J' ~~Y""';"'bmtJ, ~l""'iale~.JiyALe.:.t, s,stv..~ ~d ~it~ '~'iait~..."..ts. The Owner shallfurnish to the Architect. within 15 davs after receiut of a ~t-ten reQuest. information necessarY and relevant for the Archi-tect to evaluate. give notice of or enforce lien ri~ts.

1.2.2.2 The Owner shall establish au'; miodicallv update an~ ~bUdgetTorthe PrOjooCincliidin:g 1heevi!S:::;=-.lCH~neo~.., 1t.~ ';:;-;.-r.ers O*,~I costs M.d .~~v bl" vv..ti!'!!J~.."i~related to all ofrit~~e co~ts. that oortion allocated for the Costof the Work. The Owner shall not significantlv increase ordecrease the overall bu~et. the oortion of the buQiet allocatedfor the Cost of the Work. or contingencies included in theoverall -ment of ectsco 1 .

[not included in 1997 edition]4.3 If requested by the Architect, the Owner shall furnishevi~ that financial aITangements have ~ made to fuIfil1 theOwner's obligations lmder this Agreement.

4.4 The Owner shall designate a representative authorized toact on the ()wIQ's 1rl1aIfwith respect to the Project. The Owneror such authorized representative shall render decisions in atimely manner pertaining to documents submitted by theArchitect in order to avoid unreasonable delay in the orderly andsequential progress of the Architect's services.

1.2.2.3 The Owner's Desi~ted s~.aH desiglmte 3 Represen-tative identified in ParagraDh 1.1.3 shall be authorized to acton the Owner's behalf with respect to the Project. The Owneror the Owner's Designated or St2,,~ ar.~viized Representativeshall render decisions in a timely manner ~':.dini1!S ~~ to docwnents submitted by the Architect in order toavoid tmreasonable delay in the orderly and sequential prog-ress of the Architect's services.

[becomes 1997 Subparagraph 2.2.1.2 below]4.5 The Owner shall furnish swveys describing physicalcharacteristics, legal limitations and utility locations for the siteof the Project, and a written legal description of the site. Thesmveys and legal inf<Xrnation shall include, as applicable, gradesand lines of streets, alleys, ~~ and adjoining property andstructures; adjacent drainage; rights-of-way, restrictions,eaSmlents, encroachments, zoning, deed restrictions, boundariesand contO\n of the site; locatioos, din1a1sions and necessary datapertaining to existing buildings, other improvements and trees;and information concerning available utility services and lines,both public and private, above and below grade, including invertsand depths. All the infonnation 00 the survey shall be referencedto a project benchmark.

4.6 The Owner shall furnish the services of geotechnicalengineers when such services are requested by the Architect.Sucll services may include 1xJt are not limited to test borings, testpits, detemlinations of soil bearing values, percolation tests,evaluations of hazardous materials, ground corrosion andresistivity tests, including necessary operations for anticipatingsubsoil conditions, with reports and appropriate professionalrecommendations.


~ DOCUMENT B141 .1917 -1997 OWNEII..-AB.CHrrF.cr A~ COMPARISON. AlAi&) .Cl1917, 1997nm AMERICAN msTmJrB OF AB.CHrrEcfS. 173' NEW YORK AVENUE, N. W. W ASImlGfON. D.C. ~'292 8141-1987/97 24

4.6.1 The Owner shall fwnish the services of other consul-tants when such services are reasonably required by the scope ofthe Project and are requested by the Architect.

4.7 The Owner shall furnish structural, mechanical, chemical,air and water pollution tests, tests for hazardous materials, ando~ la1xxatOJy and mvironmental tests, inspections and reportsrequired by law or the Contract Documents.

1.2.2.4 The Owner shall furnish the services of other consul-tants other than those desigD.§ted in Paral1Iaoh 1.1.3 or autho-rize the Architect to furnish them as a Chan.Il.e in Serviceswhen such services are reQYested b~ the Architect and arereasonably required by the scope of the Project. a,!d ale re-'iU'-"~""'; by tJ..:. :~~m~~.

1.2.2.5 lJnless otherwise l2Iovided in this A~eernent. theOwner shall furnish tests. ins~tions and ~rts reauired bvlaw or the Contract Documents. such as structural, mechani-cal, ~ chemical ~, tests for air and water pollution. tem;~ tests for hazardous materials. , =-.; vtb..., latJO.atoi} aL~...!!vftv ,..."tal ~""ts, insyvvhv.!! ~,d ."po,ts r~1!i1eO ~J-la-.-; or~... evutra"t ~t1ments.

1.2.2.6 The Owner shall furnish all legal, insurance andac.:.olLTlting au~m.;m"nee;x,1mS(;}tt-.g services. includin~auditing services. that as may be reasonably necessary at anytime for the Project to meet the Owner's needs and interests.ft,...lndmg auditing "". .i""" ti." 8 v. ."" J ."'1tDr" to .~! if)~"evutlu,,~v:~ :.yyli~tiv~ ~v. P uJ...~.t o. to asee;,..;:.ftt Ito-.-;v. ."v, "hat Y"'YV""~ tI." ev..tru"tv. im~ I2seO 'It.~ rt!Oi'~J paidbJ v, v.. bei.ulf vftl..:. ~;;i:;er-

4.8 The Owner shall furnish all legal, aCCOlDlting and insurancecounselir.g servlccs as may benecessa.')' at any. time for theProject, including auditing services the Owner may require toverify the Contractor's Applications for Payment or to ascertainhow or for what P\n'J>OSe8 the Contractor has used the money paidby or on behalf of the Owner.

[becomes 1997 Subparagraph 1.2.3.7 above]

1.2.2.7 The Owner shall urovide urompt written notice shaH~ gi.e.. t] the C-.-;~~r to the Architect if the Owner becomesaware of any fault or defect in the ProjecL includini anv errors.omissions or inconsistencies in the Architect's Instruments ofService. VI IIVI""":;V"'I""~ ..il).I).~ eo..bact Boem-ue~.ts.

4.9 The services, infOIIIlation, surveys and reports required byParagraphs 4.5 through 4.8 shall be furnished at the Owner'sex{ense, and the Architect shall be mtitled to rely on the accuracyand completeness thereof.

4.10 Prompt written notice shall be given by the Owner to theArchitect if the 0\Jmer ~es aware of any fault or defect in theProject or nonconfOln1aDce with the Contract Documents.

4.11 The proposed language of certificates or certificationsrequested of the Architect or Architect's consultants shall besubmitted to the Architect for review and approval at least 14days prior to execution. The Owner shall not request certifica-tioos that would require knowledge or services beyond the scopeof this Agreement.





ARTICLE 2.2 SUPPORTING SERVICES

Z.Z.1 lJrue.c;s S~II1callV aeSllrnB.team t~a~a°!l L.1S.j. Uleservices in this Article 22 shall be orovided bv the Owner orthe Owner's consultAnts and contractors.

2.2.1.1 The Owner shall l',v.ide :~t iI::~,.~ti~., .-e.u-dil!S""it!il ts :~. tt,- P ,~~eet, met1sdif-.e; ~ a program"tli,,~! shaH s~~ ~ forth the Ownei's objectives, schedule,constraints and criteria, including space requirements andrelationships, ft"mbiti~.1' _~pandabiti~, special equipment,systems and site requirements.

[from 1987 Paragraph 4.1 above]

25 8141-1987/97

(from 1987 Paragraph 4.7 above)2.2.1.2 The Owner shall furnish surveys describing ~~ physical characteristics, legal limitations and utilitylocations for the site of the Project, and a ~tten legal descrip-tion of the site. The surveys and legal information shall in-clude, as applicable, grades and lines of streets, alleys, pave-ments and adjoining property and structures; adjacent drain-age; rights-of-way, restrictions, easements, encroachments,zoning, deed restrictions, boundaries and contoms of the site;locations, dimensions and necessary data pe.:...D!ing d~ to existing buildings, other improvements and trees;and information concerning available utility services and lines,both public and private, above and below grade, includinginverts and depths. All the infOImation on the survey shall bereferenced to a froject benchmark.

2.2.1.3 The Owner shall furnish the services of geotechnicalt~ ,-~-' ~,--.tA__'-' engineers ~..'"'.. ,,"".. "". ..""~~" ""iU'-""~ V] ..." c-.." "",...

S~h sc..-ices ~ may include but are not limited to testborings, test pits, detemIinations of soil bearing values, perco-lation tests, evaluations of hazardous materials, ground COIrO-sion ~ and resistivity tests, including necessary operationsfor anticipating subsoil conditions, with reports and appropri-ate prv;:~ssrona! recommendations.


Standard Form of AgeementBetween Owner andArchitect

with Standard Form of Architect'sSenices

ARTICLE 1.3 TERMS AND CONDmONSARTICLE 5CONSTRUCTION COST

DEFINmON 1.3.1 COST OF THE WORK5.1

5.1.1 The Construction Cost shall be the total cost orestimated cost to the Owner of all elements of the Projectdesigned or specified by the Architect.

5.1.2 The Coos1nx:tion Cost shall include the cost at currentmaIka rates of labor and materials furnished by the Owner andequipment designed, specified, selected or specially provided forby the Architect, plus a reasonable allowance for the Contractor'soverhead and profit. In addition, a reasonable allowance forcootingmcies shall be included for market conditions at the timeof bidding and for changes in the Work during construction.

5.1.3 Construction Cost does not include the compensationof the Architect and Architect's consultants, the costs of land,rights-of-way, finaIMimg <X" other costs which are the responsibil-ity of the Owner as provided in Article 4.

1.3.1.1 The 6vu..tJu"tivu Cost of the Work shall be the totalcost Of- to the extent the Pro_iect is not ~leted. the esti-mated cost to the Owner of all elements of the Project de-signed or specified by the Architect

1.3.1.2 The 6vu..tJl2CtivL Cost of the Work shall include thecost at cwrent market rates of labor and materials fwnished bythe Owner and equipment designed, specified, selected orspecially provided for by the Architect, including the costs ofmanagement or s~sion of construction or installationI2rovided bv a s~te construction manalZer or contractor,plus a reasonable allowance for tt.~ 60 act"..s ~ overheadand profit. In addition, a reasonable allowance for contingen-cies shall be included for market conditions at the time ofbidding and for changes in the Work. dmittg COI1S ~,:,ti,,~.

1.3.1.3 6onstru.:-t!"L ~ Cost of the Work does not includethe compensation of the Architect and ~ Architect's consul-tants, the costs of land, rights-<Jf-way; om!;! financing or othercosts 'Wi1ich.thB! are the responsibility of the Owner. ~,itXd iI.. ;... ~..icfc 4.

HADOCU-.TB141 81917-19970WNER.-AP..CHrrEcr A~COMPARJSON 8 AlAaI. 01917,1997THE AMERICAN INSrnurB OF AP..CHrrEcTs. 173' NEW YORK AVENUE. N. W ~ W ASHlNGfON. D.C. 200>6-'292 8141-1987/97 26


5.2 RESPONSIBIUTY FOR CONSTRUCOON COST 2.1.7 EVALUATION OF BUDGET AND COST OFTHE WORK

2.1.7.1 When the Proiect reauirements have been sufficientlyidentified. the Architect shall ~ sttb..nt to the ';:;-..ner apreliminary estimate of~ 6"m.tI-ueti"b Cost of the Work.This estimate ma~ be based on current area, volwne or othertmit costs similar con~tual estima- techni~s. ~desigJ:! m.Qgresses through the end of the preparation of theConstruction Documents. the Architect shall update and refinethe pre~ estimate of the Cost of the Work. The Archi-tect shall advise the Owner of any adjustments to ~ousestimates of the p. emmtM] estiiiimte of SO.iSti ..,,!:iv.. Cost gfthe Work indicated ro: c~es in Proiect regyirments orgeneral market conditions. If at anv time the Architect's esti-mate of the Cost of the Work exceeds the Owner's b~et. theArchitect shall make aWQl2riate recommendations to theOwner to ad_just the Proiect's size. ~li~ or budiet. and theOwner shall ~ate with the Architect in makini such

a4iustments.

I:replaces 1987 Subparagraphs 2.2.5, 2.3.2 and 2.4.3]

5.2.1 Ewluations of the Owner's Project budget, preliminaJyestimates of Construction Cost and detailed estimates of Con-struction Cost, if any, prepared by the Architect, represent theArchitecfs best judgment as a design professional familiar withthe construction industry. It is recognized, however, that neitherthe Architect nor the Owner has control over the cost of labor,materials or equipment, over the Contractor's methods ofdetennining bid prices, or over competitive bidding, market ornegotiating conditions. Accordingly, the Architect cannot anddoes not warrant or represent that bids or negotiated prices willnot vary from the Owner's Project budget or from any estimate ofConstruction Cost or evaluation prepared or agreed to by theArchitect.

2.1.7.2 Evaluations of the Owner's ~ budget ~~ ~ preliminaI:y estimates of 6"it!O Cti"ll ~ Cost 9ithe Work and .:le'...ncd mted estimates of 6v,~tr ttetivu ~Cost of the Work, if M'J-, prepared by the Architect -;- repre-sent the Architect's ~ judgment as a design professionalfamiliar with the construction indusny. It is recognized,however, that neither the Architect nor the Owner has controlover the cost of labor, materials or equipment, over the Con-tractor's methods of detennining bid prices, or over competi-tive bidding, market or negotiating conditions. Accordingly,the Architect cannot and does not warrant or represent thatbids or negotiated prices will not vary from the Owner's ~jcct budget for the Proiect or from any estimate of6"m.h-.x.ti",r~ Cost of the Work or evaluation prepared or agreed to bythe Architect.

5.2.2 No fixed limit ofCons1ruction Cost shall be establishedas a condition of this Agreement by the furnishing, proposal orestablishment of a Project budget, unless such fixed limit hasbeen agreed up<m in writing and signed by the parties hereto. Ifsuch fixed limit has been established, the Architect shall bepennitted to include contingencies for design, bidding and priceescalation, to determine what materials, equipment, componentsystems and types of constroction are to be included in theContract Documents, to make reasonable adjustments in thescope of the Project and to include in the Contract Documentsalternate bids to adjust the Construction Cost to the fixed limit.Fixed limits, if any, shall be increased in the amount of anincrease in the Contract Sum occWTing after execution of theContract for Construction.

2.1.7.3 ~ ~o 6...""; limit v~ 6v~t! tlctiOft 6v"t stmH be csta{,..Ii"t.ed a" a vv..ditivu vf Ibj" :~~u.vut b] tt.v ~~.Ii~tliDe.,p,v!"",at O. c"tabtis~n.!cli~ of a Prvj~~ '.:,11d6~~ -m::'css s~~~.:: ed In.lit ha" bee.! asreed ~~ft A. ~;.-;~b1~ and si~.ed '.:,J-1t~pat-tics ~.C!cto. If stlcb iaed Ii!-JJit ~...s bee.. established; !npre!Jaring estimates of the Cost of the Work- the Architectshall be permitted to include contingencies for design, biddingand price escalati~ to determine what materials, equipment,component systems and types of construction are to be in-cluded in the Contract DoctJIDents:. to make reasonable adjust-ments in the scope of the Project and to include in the ContractDocwnents alternate bids as may be necessm to adjust theestimated 6ofts~-.xtiOft Cost of the Work to 'It.e ~ed liLit.meet the Owner's adjusted budiZet for the Cost of the Work.F~ed lirrlits, if ""], ~haH be invleased in 'It.~ ;r...o-m:.t of If anincrease in the Contract Swn occwring after execution of theContract ~v. 6om xiv.. between the Owner and the Contrac-tor causes the bud!Zet for the Cost of the Work to be exceeded.that budget shall be increased accordingjv.

AlA DOCUMBfT B1~1 .1987 -1997 OWNER-ARCHrrECT A~.EE-~ COMPARISON. AlAe. CI987, 1997mE AMERICAN tNS1TrorE OF ARClUl'ECfS, 173-' NEW YORK AVENUE, N. W ~ W ASIDNGfON, D.C. 21MM)6.-'29227 B141-1987/97

1.2.3 If tOO Bidding cx Negotiatioo ~ has not commencedwithin 90 days after the Architect submits the ConstructionDocuments to the Owner, any Project budget or fixed limit ofConstruction Cost shall be adjusted to reflect changes in thegeneral level of prices in the construction industry between thedate of sulmissioo of the Construction Documents to the Ownerand the date on which proposals are sought.

6.2.4 If a fixed limit of Construction Cost (adjusted asprovided in Subparagraph 5.2.3) is exceeded by the lowest bonafide bid or negotiated proposal, the Owner shall:

2.1.7.4 Ifttle hidding or uegotiation Phase has not com-menced within 90 days after the Architect submits the Con-s1J11ction ~wnents to the Ov.ner, aftY ~ ~ budget ~fixed limit ofeoltS-..:.x-tiol! ~ Cost of the Work shall beadjusted to reflect changes in the general level of prices in theconstruction industry. ~';:;."".. tI." date vf s~t.mssion of theevwtl~tion BocmDents to tI:." 8wnCl and the date on -;c.,,;-~chproposals are s~~sht.

2.1.7.5 If a fix~ limit ,:,;: ev~tI...,tiv.. the m!4iet for theCost of the Work ~a~jt2Sted as p.v,ided iI. St!bpMasrap~.~ is exceeded by the lowest bona fide bid or negotiatedproposal, the Owner shall:

.1

gi~ \\ritten approval of an increase in such fixed limit; .1

.2.2 authorize rebidding or renegotiating of the Projectwithin a reasonable time;

give written approval of an increase in stICh ~~!imit; the b.et for the Cost of the Work;

authorize rebidding or renegotiating of the Projectwithin a reasonable time;

.3

.4

if the Project is abandoned, tenninate in accordancewith Paragraph 8.3; or

cooperate in revising the Project scope and quality asrequired to reduce the Construction Cost.

5.2.5 Iftlx: 0\\.1ler chooses to proceed \U1der Clause 5.2.4.4,the Architect, without additional charge, shall modify theContract Dooumt21ts as na:essary to comply with the fixed limit,if ~b1ished as a condition of this Agreement. The modificationof Contract Documents shall be the limit of the Architect'sresponsibility arising out of the establishment of a fixed limit.The Architect shall be entitled to compensation in accordancewith this Agreement fcx all scvices performed whether or not theConstruction Phase is commenced

.3 if tI.~ P rvject is abft!t~v.ted; tetminate in accordancewith Pft!a~ap:! 8.3 Su~ara8lD!,h 1.3.8.5; or

.4 cooperate in re\lising the Project scope and quality asrequired to reduce the ev.J!i1l.~,;JC,bOft Cost ~~.

2.1.7.6 If the Owner chooses to proceed under Clause~ 2.1.7.5.4. the Architect, without additional cbarsecom!Jensation. shall modify the eod1l.aet gocuments for whichthe Architect is res~ible under this Ailfeement as necessaryto comply with the ti"cd limit; if ""tabli"bcd ..~ a eo;:.jitiv~ oftin" Aglecnte;:.t b1!~et for the Cost of the Work. The modifi-cation of eontraet ~documents shall be the limit of theArchitect's responsibility ...isir~ vut vf tI." ta~x.,bnteL: of atix~ limit under this Paraal:al2h 2.1.7. The Architect shall beentitled to compensation in accordance with this Agreementfor all services performed whether or not the .QODstroctionPi'Iase is commenced.

8141-1987/97 28

ARTICLE 6USE OF ARCHITECT'S DRAWINGS,

SPECIFICATIONS AND OTHER DOCUMENTS

Standard Form of AgreementBetween Owner and Architect

with Standard Form of Architect's Services

1.3.2 INSTRUMENTS OF SERVICE

1.3.2.1 =fhe Drawings, ~ifications and other docwnents&incluQina those in electronic fonn. prepared by the Architectand the Architect's consultants ivr this Prvj~.. are Instrumentsof~.~ k~~:'~...s ,S:ervice for use solely with respect to thisProject.. aDd, miles" otl.~.-"rse "ro~.ided; The Architect ~Architecfs consultants shall be deemed the authors and own-m of tI!ese ~m!.~!.~ their re~ve Instruments of Serviceand shall retain all common law. statutory and other reservedrights, including the copyright!.

6.1 The Drawings, Specifications and other docwnentsprepared by the Architect for this Project are insb"uments of theArchitect's service for use solely with respect to this Project and,unless otherwise provided, the Architect shall be deemed theauthor of these documents and shall retain all common law,statutay and other reserved rights, including the copyright. TheOwner shall be permitted to retain copies, including reproduciblecopies, of the Architect's Drawings, Specifications and otherdocmnents for information and reference in COmlection with theOwner's use and occupancy of the Project. The Architect'sDrawings, SpecificatiorlS or other documents shall not be usedby the Owner or others on other projects, for additions to thisProject or for completion of this Project by others, unless theArchitect is adjudged to be in default under this Agreement,except by ~ent in writing and with appropriate compensa-tion to the Architect.

[balance of 1987 Paragraph 6.1 becomespart of 1997 Subparagraph 1.3.2.3 below]


1.3.2.2 U!>OD ex~ution of this Aareement. the Architectg[§nts to the Owner a nonexclusive license to reDroduce theArchit~t's Instruments of Service solely for the uurooses ofconstrucUDi. usini and rnaintainiruz the Proiect. Drovided thatthe Owner shall coml2l~ with all obli~ations. includin~ DrOmDtl2a~ent of all sums when due. under this AD;reement. ~Archit~t shall obtain similar nonexclusive licenses from theArchitect's consultants consistent with this Ai[eement. AD.Ytermination of this AgIeement ~or to comoletion of the Pro-_i~t shall terminate this license. U~n such termination. theOwner shall refrain from maJcirul further reoroductions ofInstruments of Service and shall return to the Architect withinseven dayS of termination all ori~ls and reoroductions in theOwner's I2Qssession or control. If and u!>OD the date the Archi-tect is ad_iud~ed in default of this AlZreement. the fore~oiDglicense shall be deemed terminated and reolaced bv a second.nonexclusive license ~ttini the Owner to authorize othersimil~rl~ credentialed desiiJ) orofessionals to [e1)Ioduce and.where ~tted Q,y law. to make c_es. co~tions oraddihOOSto the InStruments of Servicesolelv for ourooses of£Qml11_- usini and rnaintainiruz the Proiect.

6.2 Submission or distribution of docwnents to meet officialregulatory requirements or for similar pmposes in connectionwith the Project is not to be construed as publication in deroga-tion of the Architect's reserved rights.

1.3.2.3 Ex~t for the licenses arBDted in Su~gral!h1.3.2.2. no other license or nullt shall be deemed granted orillmlied under this Ai1:eement. The Owner shall not assiinodeleaate. sublicense. 121edae or otherwise transfer any licensegranted herein to another ~ without the l!rior written a~ment of the Architect. However. the Owner shall be ~tted

uirements or tm siInliar purposes in coonectimiwith theroject is not to be construed as publication in derogation of

the 2Atrcmteet's reserved rights of the Architect and the Archt-tect's consultants.

Tne m"mt t'" B mgs; SpeemeatiJM c.cd1~~ dcctl-ments ~ shall not be UDed 'u] &." 8 v. c&.~." v..ctt!CI p,vJ~~' use the Instruments of Service for ~ addi-tions or alterations to this Project or for ecmplcticft cf thisP .vj t b] v&.".", other proiects.lmless the 2Atr~~teet is ad-jndsed tv be iI. de::..ttlt ~de. ttri~ :~ ~ t, ~~eept b:y ~obtains the 12rior \'tTitten agreement iI. ...itins aud..ith ayy.c-p.i..t" VVAllpe.rsaticl! tc ~:.c ~ Architect and the Architect'sconsultants. AnX unauthorized use of the Instruments ofService shall be at the Owner's sole risk and without liabili!'yto the Architect and the Architect's consultants.

rfr~ IAct ~D ft' 1Ga7 D &' & ~ _0 ow_- 0 g-~.g v.. auuycJ

1.3.2.4 Prior to the Architect movidiruz to the Owner anyInstruments of Service in electronic form or the Owner movid-inS to the Architect anv electronic data for ing.QI12Qration intothe Instruments of Service. the Owner and the Architect shallm: s~ate written ai[eement set forth the svecific conditionsgoverning the format of such Instruments of S~ce or elec-tronic data. inclugms anv sveciallimitations or licenses nototherwise ~ovided in this Agreement.


CHANGE IN SERVICES

[1.3.3.1]

1.3.3

[1997 provision appears above,opposite 1987 edition Paragraph 3.1)

MEDIATION[new provisions in 1997 edition] 1.3.4




1.3.4.2 The Owner and Architect shall endeavor to resolveclaims. diSDutes and other matters in auestion between thembv mediation which. unless the oorties mutual IX a~ other-wis~. s!l§ll be in a~rdance with the Construction Indus~Mediation Rules of the American Arbitration Associationcurrentlx in effect. Re~st for mediation shall be filed inwritiruz with the other Dartv to this Aareement and with theAmerican Arbitration Association. The reQYest max be madeconcurrentlY with the filinll of a demand for arbitration but- insuch event mediation shall oroceed in advance of arbitrationor lellal or eauitable oroceedinas. which shall be staved ~d-inll mediation for a oeriod of 60 daxs from the date of filini-unless staved for a lonller ~od bv a~t of the uarties orcourt order.

1.3.4.3filing fees e~ilv..

jurisdiction thereof.

ARTICLE 7

ARBITRATION1.3.5 ARBITRATION


7. 1 C~, disputes or other matters in question between theparties to this Agreement arising out of or relating to thisAgreement or the breach thereof shall be subject to and decidedby arbitration in accordance with the Construction IndustIyArbitration Rules of the American Arbitration Associationcurrently in effect unless the parties mutually agree otherwise.

[first sentence of 1987 Paragraph 7.2 becomeslast sentence of 1997 Subparagraph 1.3.5.2]

1.3.5.1 Anv claim. disI2ute or other matter in ~tion aris-ing out of or related to this Agreement shall be sub_iect toarbitration. Prior to arbitration. the I2!!tlies shall endeavor toresolve disputes bv mediation in accordance with Paragral1h

U...4.

1.3.5.2 Claims, disputes or other matters in question be-tween the parties to this ~glee!I.~.!t arising Out of v. .elating tvriD" Agree.nent vi 1ti.~ breach tbereofthat are not resolved ~mediation shall be St2'uj~~ to and decided by arbitration ~unless the l1arties mutualh: agree otherwise. shall be in accor-dance with the Construction IndustIy Arbitration Rules of theAmerican Arbitration Association currently in effect.. tmlessri... p...ti.." ...utnaH, se,'ee o~..r~is...

Demand for arbitration shall be filed in wri1illi with theother I2~ to this AgJOeernent and with the American Arbitra-tion Association.

1.3.5.3 Be, d ."", mbitlgti"u "hall ~ filed in "..itiftS~~itJ!d", "d"" Y"'~] to dri,,: .e-.eeJ.".,t ~td~.itb 1t.~ " .lLeri~:.Atbitlati"i! Aossoeiati"... A ~d for arbitration shall bemade within a reasonable amount of time after the claim.dispute or other matter in question has arisen. In no eventshall the demand for arbitration be made after the date wheninstitution of legal or equitable proceedings based on suchclaim. dispute or other matter in question would be barred bythe applicable statute of limitations.

[balance of 1987 Paragraph 7.2 unchanged]

AlA DOCUMENT 81.1 .1917.1997 OWNER-AP..CHrrEcr A~ COMPARISON. AIA*. CI917, 1997mE AMERICAN INSTmJrE OF AP..CHrrEcrs, 173-' NEW YORK AVENUE. N. W. W ASmNGfON, D.C. 2~-'Z9231 8141-1987/97

7.3 No aIbi1ration arising out of or relating to this Agreementshall include, by consolidation, joinder or in any other manner,an additional person or entity not a party to this Agreement,except by Mitten consent containing a specific reference to thisAgJa-ment signed by the~, Architect, and any other personor entity sought to be joined. Consent to arbitration involving anadditional person or entity shall not constitute consent toarbitration of any claim, dispute or other matter in question notdescribed in the written consent or with a person or entity notnanm cx descritm ~ The f<Xegoing agreement to arbitrateand other agreements to arbitrate with an additional person orentity duly C<X1sented to by the parties to this Agreement shall bespecifically mf<Xcmble in accordance with applicable law in anycourt having jurisdiction thereof.

1.3.5.4 No arbitration arising out of or relating to this Agree-ment shall include, by consolidation., .QI joinder or in anyother manner, an additional person or entity not a party to thisAgreement, except by written consent containing a specificreference to this Agreement ~ signed by the Owner, Archi-tect, and any other person or entity sought to be joined. Con-sent to arbitration involving an additional person or entityshall not constitute consent to arbitration of any claim, disputeor other matter in question not described in the written consentor with a person or entity not named or described therein. Theforegoing agreement to arbitrate and other agreements toarbitrate with an additional person or entity duly consented toby the parties to this Agreement shall be specifically enforce-able in accordance with applicable law in any court havingjurisdiction thereof.

1.3.5.5 The award rendered by thearbi1I'at()j'orarbitrafOl'S-shall be final, and judgment may be entered upon it in accor-dance with applicable law in any court having jurisdictionthereof.

[unchanged from 1987 Paragraph 7.4]

1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES

1.3.6.1 The Architect and the Owner and Architect waiveconse<!Uential damages for claims. disputes or other matters ingyestion arising out of or rela!ina to the A~ent. Thi§mutual waiver is al11!licable. without limitation. to all conse-quential darnaaes due to either ~~s temlination in accor-dance with ParaSla~h 1.3.8.


1.3.7 MISCELLANEOUS PROVISIONS

[1.3.7.1 -1.3.7.9][1997 provisions appear below,opposite 1987 edition Article 9]

ARTICLE 8

TERMINATION, SUSPENSION OR ABANDONMENT

1.3.8 TERMINA nON OR SUSPENSION

1.3.8.1 Fanme ofJithe Owner mil.§. to make payments to theArchitect in accordance with this Agreement- such failureshall be considered substantial nonperformance and cause fortermination. or- at the Architect's ~tiOll- cause for sus~ionof ~ormance of services under this A2reement.


~ DOC\MBfT 8141 .1987 -1997 OWNER-AllCHrrECT A~ COMPARJSON .AlAC> .01987, 1997mE AMElUCAN msnrum OF AllCHrrECTS, 1m NEW YORK AVENUE, N. W ~ WASHlNGroN, D.C. 20006-3292 8141-1987/97 32

If the ':;-;'L~i ~~m to ~e pal"meLt ~~~n': th" ~"hi-1e(,~ ~vr sei-yi~ altO eh~"ses, the Architect mal., u~u ~to sus~d services. mor to sus~ion of services. the Archi-tect shall ~ve seven days' written notice to the Owner~ ;"t2St""uO ~~",manee ~~ se.-.ices 1m0e1 this Agr~..t: ~Ie!" pa,ment in ~.lH is recei~.~ 'vl the .' ucbitcet ..ithift "",."uOslS oftbe Oste v~1t.~ nvhcc, the smpension shaH ~~ e':;.~t"i1t.v~~ ."... ~~er uvhce. In the event of a suspension of ser-vices, the Architect shall have no liability to the Owner fordelay or damage caused the Owner because of such suspen-sion of services. Before resYmiDi services. the Architect shallbe I2Bid all sums due wor to s~ion and any e~esincurred in the inteffill!tion and resuml!tion of the Architect'sservices. The Architect's fees for the remainini services andthe time schedules shall be eQ!Ytablv adjusted.


8.1 This Agretment may te tamina~ by ei~ f8ItY upon notless than seven days' written notice should the other party failsubstantially to perform in accordance with the terms of thisAgreement through no fault of ~ f8ItY initiating the termination.

8.2 If ~ Proj~ is suspended by the Owner for more than 30~ve days, ~ Architm shall te compensated for servicesperformed prior to notice of such suspension. When the Projectis resumed, the Architect's compensation shall be equitablyadjusted to provide for expenses incurred in the interruption andresumption of the Architect's services.

[unchanged; becomes 1997Subparagraph 1.3.8.4 below]

1.3.8.2 If the Project is suspended by the Owner for morethan 30 consecutive days, the Architect shall be compensatedfor services performed prior to notice of such suspension.When the Project is reswned, the 2Atr~~teet' S ;:('iTipc:.nS2&bvL~baH ~ "'ittltabt] ..':~t2Sted to pro-.-:.de Architect shall be com-~ated for expenses incurred in the interruption and resump-tion of the Architect's services. The Architect's fees for theremaining services and the time schedules shall be eauitablvadjusted.

1.3.8.3 7';'~ ~""u.,,~t ~-] ~ te.miDated b] the ~;...~Iupv'. .."t t,,~~ tI~ ~".~~ da,~';..i-:~11 Ilobee~':' 1t.~.. ~e~.:.~~~1ft the "."lIt that g.v P ."~",,t i~ Y'".~~..tt, ..bmJ"l.~. If theProject is ':olred b, 1t.e G-;.~er sus~ded or the Archi-tect's services are SUSDended for more than 90 consecutivedays, the Architect may tenninate this Agreement by givingnot less than seven dayS' written notice.

(becomes first part of 1997Subparagraph 1.3.8.1 above]

8.3 This Agreerrx:nt may 00 terminatOO by the Owner upon notless than seven days' written notice to the Architect in the eventthat the Project is permanently abandoned. If the Project isabandooed by the O\Jf1ler for more than 90 consecutive days, theArchitoot may taminate this Agnuneot by giving written notice.

8.4 Failure of the 0wI1a" to make payments to the Architect ina~ with this Agreement shall be considered substantialnonperfonnance and cause for termination.

8.5 If the ~ fails to make ~ wlE1 due the Architectfor services and expenses, the Architect may, upon seven days'written notice to the Owner, suspend perfonnance of serviceswm dris Agn'Jement Unless payment in full is received by theAIclIi~ within ~ days of the date of the notice, the suspen-sion shall take effect without further notice. In the event of asuspension of services, the Architect shall have no liability to theOwner for delay or damage caused the Owner because of suchsuspension of services.

[becomes second part of 1997Subparagraph 1.3.8.1 above]

[unchanged; from 1987 Paragraph 8.1 above]1.3.8.4 This Agreement may be terminated by either partyupon Dot less than seven days' written notice should the otherparty fail substantially to perfOl'Ul in accordance with the temlSof this Agreement through no fault of the party initiating thetennination.

1.3.8.5 This ~t mav betennina~ bv ~ ~er~ not ~ se~ davs' ~~ notice to the ArchitectfOr the Owner's convenience and without cause.


33 8141-1987/97

8.6 In ~ evalt of terminatioo not ~ fault of the Architect, theArchitect shall be compensated for services perforDled prior totmnination, ~ with Reimbursable Expenses then due andall Termination Expenses as defined in Paragraph 8.7.

8.7 Telmination Expenses are in addition to compensation forBasic and Additional Services, and include expenses which arediIectJy attn"butable to termination. Termination Expenses shallbe computed as a percentage of the total compensation for BasicSa:vices and Additional Services earned to the time of tennina-tion, as follows:

1.3.8.6 In the event of termination not the fault of the Archi-tect, the Architect sball be compensated for ~ces performedprior to temrination, together with Reimbw-sable Expensesthen due and all Tennination Expenses as defined in Para-graph 8. ~ Clause 1.3.8.7.

1.3.8.7 TeIn1ination Expenses are in addition to compensa-tion for Basic and .'~Jditi~~1 ~. _i , the ~ces of theArchitect and include expenses -i,m,;,~t MC directly attributableto temrination for which the Architect is not otherwise coDl-~ated. Dlus ~ amount for the Architect's anticimted ~fiton the value of the services not oerfonned bv the Architect.TC.;:.rim.tiOft Ex{K.~v~ ~baH t,c ~UA1'~ted -g 1""'.""..ta~" vfthc t~~1 co.'LtX-rrsatio.. ~v. B_rv Se. ,i aftd *dditivUAIS~;:-,~ccs ~~x to thc time ~~t,;,.mmativ... g" ~vHv..".

.1 Twenty ~ oft1ie~ ~tionf(jf~icafidAdditiooal Services eanm to date if tennination occursbefore or during the predesign, site analysis, or Sche-matic Design Phases; or

---

aL':: .A~jditi;,&1ai Se;:-;ices C81~ed tc date ift".minativ..OCCIttS ~::;,.e or dltting ~~ p.ed""iglt, "ite IJ"i",or ~tematie Besiglt :"""""'" VA

.2

.3

Ten percent of the total compensation for Basic andA~ti~ Ser\'ices ~ to date if tennination occursduring the Design Development Phase; or

Five percent of the total compensation for Basic andA~tional ~ces eamOO to date if tennination occursduring any subsequent phase.

.2 i~u ~~ceu~ cfthc tctai compc.t:.ati,;,u ::". ~...,!" d,..~ti;:,~ :k;;:-.~ces ;:m:L~ ~v date ifte.miftati"ll

.CCC~~ d~~.uS tl!c Besiglt Be-;civyu!cut :"""""'" v.

.3 ~:l~r:~u~~;.~:~L-:~r::::~~~':':~~;u J

cccms ~w~.uS aL]- st!bSC'i~L~ phase.

ARTICLE 9MISCELLANEOUS PROVISIONS

1.3.7 MISCELLANEOUS PROVISIONS

9.1 Unless otherwise provided, this Agreement shall begoverned by the law of the principal place of business of theArchitect.

[unchanged from 1987 Paragraph 9.2J

9.3 Causes of action between the parties to this Agreementpertaining to acts or failures to act shall be deemed to haveaooruai and ~ awlicable statutes oflimitatioDS shall commenceto nm not lau than ei1iX2' the date of Substantial Completion foracts or failures to act occurring prior to Substantial Completion,or ~ date of i8Sua1X1e of ~ final Cmificate for Payment for actsor failures to act occwring after Substantial Completion.

1.3.7.1 ~nlcss o3i~.y;isc pio,ided, l1ris Agreement shall begoverned by the law of the principal place of business of theArchitect. \miess otherwise orovided in ParagI:!!'h 1.4.2.

1.3.7.2 Terms in this Agreement shall have the same mean-ing as those in AIA Document A201, General Conditions ofthe Contract for Construction, CUIJent as of the date of thisAgreement.

1.3.7.3 Causes of action between the parties to this Agree-ment pertaining to acts or failW'eS to act shall be deemed tohave accrued and the applicable statutes of limitations shallcommence to IUD not later than either the date of SubstantialCompletion for acts or failW'es to act occurring prior to Sub-stantial Completion '";- or the date of issuance of d1e finalCertificate for Payment for acts or failW'es to act occun'ingafter Substantial Completion. In no event shall such statutes oflimitations commence to IUD anv later than the date when theArchitect's services are substantiallv coIn!>leted.

~~TB141 .19a7-19970WNER-AR.CHn'F.cr A<Il.EEMENrCOMPAlUSON. AlAe .Cl9a7,l997nmAMERlCANlNSmumOFARC1IrI'ECI'S,lmNEWYORKAVENUE.N.W~ WASmNGroN,D.C. 20006-~292 8141-1987/97 34

9.4 The OMler and Architect waive all rights against eachother and against the contractors, consultants, agents andemployees of ~ otl¥:r fcx damages, but only to the extent coveredby propf:rty insurance during construction, except such rights asthe}r may have to ~ proceeds of sooh insurnnce as set forth in theedition of AIA Docwnent A20 I, General Conditions of theContmct for Construction, CUI1'eDt as of the date of this Agree-ment. The OW11er and Architect each shall require similarwaivers from their contractors, consultants and agents.

1.3.7.4 To the extent damaaes are covered m: ~ insur-ance ggrina construction.. the Q\J,uer and ~ Architect waiveall rights against each other and against the contractors, con-sultants, agents and employees of the other for damages, bI2tonl, to the e~~r.t C(J-;e!ed 'v] prop;,~ msm.!r.~ ct...iDg """-s ~1ivu, except such rights as they may have to the proceedsof such insurance as set forth in the edition of AIA DocumentA201, General Conditions of the Contract for Construction,CUIrent as of the date of this Agreement The Q\J,uer andArchitect as a!'!'l"opnate. each shall require similm "aiy~.sfrv... ~~ir ~ contractors, consultants~ and agents ~em~lo~ees of any of them similar waivers in favor of the other~arties enumerated herein.

[becomes 1997 Subparagraph 1.3.7.9 below)9.5 The Owner and Architect, respectively, bind themselves,their partners, successors, assigns and legal representatives to theother party to this Agreement and to the partners, successors,assigns and legal reJXe8entatives of such other party with respectto all cova1ants of this Agreement. Neither Owner nor Architectshall assign this Agreement without the written consent of theother.

9.6 This Agreement represents the entire and integratedagrooment between the Owner and Architect and supersedes allprior negotiations, representations or agreements, either writtenor oral. This Agreement may be amended only by writteninstrument signed by both Owner and Architect.

[becomes 1997 Paragraph 1.4.1 below]

1.3.7.5 Nothing contained in this Agreement shall create acontractual relationship with, or a cause of action in favor of athird party against either the Owner or Architect.

[unchanged from 1987 Paragraph 9.7]

9.8 Unless ~ providOO in this Agreement, the Architectand Architect's consultants shall have no responsibility for thediscovery, lX'eseD<:e, handling, removal or disposal of or exposw-eof persons to hazardous materials in any fonn at the Project site,including but not limited to asbestos, asbestos products,polychlorinated biphenyl (PCB) or other toxic substances.

9.9 The Architoot shall have d1e right to incltxie representationsof the design of the Proja:t, including photographs of the exteriorand interior, among d1e Archita:t's promotional and professionalmaterials. The Architect's materials shall not include the Owner'sconfidential or proprietary information if the Owner has previ-ously advisal the Architect in Miting of the specific informationconsidered by the Owner to be confidential or proprietary. TheOwner shall provide professional credit for the Architect on theconstruction sign and in d1e promotional materials for the Proja:t.

1.3.7.6 Unless otherwise provided in this Agreement, theArchitect and Architect's consultants shall have no responsi-bility for the discovery, presence, handling, removal or dis-posal of or exposure of persons to hazardous materials or toxicsubstances in any fOml at the Project site~ , mcl1JCi1:.e: !,ttt ft~~m.ri~~ tv a~l,e~tv~, I,e~tv~ y.~l!Cts, pol,cblo.ilmted!'iY~"""JI (FeB~ v. v~w. toxic satsm:.~s.

1.3.7.7 The Architect shall have the right to include 1lh.Q!Q:i[auhic or artistic representations of the design of the Project-;ift...lading y~vt~ay~.., vftbe cJ(;..;..io..lL~ a.1t.ii.:.r, among theArchitect's promotional and professional materials. The Ar-chitect shall be iiven reasonable access to the comDI~Pro~iect to make such reoresentations. However. the Architect'smaterials shall not include the Owner's confidential or propri-etaIy information if the Owner has previously advised theArchitect in writing of the specific information considered bythe Owner to be confidential or proprietary. The Owner shallprovide professional credit for the Architect Vll d2" vv...,tll!C-bVll sigrt and in the Owner's promotional materials for the

Project.

~~TB141 8 1917-19970WNF.1l-AR.CIm'ECIA~COMPARISON 8 AIAe8CI917,l997mE AMERICAN rn8TmJrE OF AR.CIm'ECIS, 1735 NEW YOIlK AVENUE, N. W ~ W ASIDNGfON. D.C. 2<KMJ6.529235 8141-1987/97

[from 1987 Paragraph 4.11 above]1.3.7.8 If the Owner reauests the Architect to execute certifi-~e proposed language of §ygIl certificates shall besubmitted to the Architect for review aDd CippiO-yst at least 14days prior to the re~sted dates of execution. ~ G-nn...shaH ...Jt rc'i.Jf-st certifiesti~ The Architect shall not beremliIed to execute certificates that would require knowledge,or services. or res~ibilities beyond the scope of this Agree-ment.

1.3.7.9 The Owner and Architect, respectively, bind them-selves, their partners, successors, assigns and legal representa-tives to the other party to this Agreement and to the partners,successors, assigns and legal representatives of such otherparty with respect to all covenants of this Agreement. Neither~ Owner nor~ Architect shall assign this ~ent


reguired to facilitate such assi~ent.

TERMINATION OR SUSPENSION

[1.3.8.1 -1.3.8.7][1997 provisions appear above,opposite 1987 Article 8]

ARTICLE 10PAYMENTS TO THE ARCHITECT

1.3.9 PAYMENTS TO THE ARCHITECT

DIRECT PERSONNEL EXPENSE10.1

10.1.1 Direct Personnel Expense is defined as the directsalaries of the Architect's personnel engaged on the Project andthe portioo of the oost of their mandatory and customary contribu-tions and benefits related thereto, such as employment taxes andotm statutory mlployoo ~ts, insurance, sick leave, holidays,vacations, pensions and similar contributions and benefits.

[becomes 1997 Subparagraph 1.3.9.4 below)

[first sentence from 1987Subparagraph 10.4.1 below)

[second sentence from 1987Subparagraph 10.5.1 below)

1.3.9.1 Payments on acco\mt of services rendered the r\1-.;;~.i-..."",t's ~dd!tivi1ai Sc..-iees and for Reimbursable Expensesincuned shall be made monthly upon presentation of theArchitect's statement of services~ ."..Je1ed m cxpemes m-cmred::

No deductions shall be made from the Architect's compen-sation on acco\mt of penalty, liquidated damages or other swnswithheld from payments to contractors, or on acco\mt of thecost of changes in the Work other than those for which theArchitect has been fmmd ad_i~ed to be liable.

10.2 REIMBURSABLE EXPENSES

10.2.1 Reim~ble ~ are in aIkiitioo to IXmpensationfoc Basic am A<klitiooal Services and include expenses incurredby ~ AIclli~ am AIcllita:t's cnployees and consultants in theinterest of the Project, as identified in the following Clauses.

1.3.9.2 Reimbmsable Expenses are in addition to compensa-tion for Basi" ': :~dditi,;,.u.f Se;:-.~ces the Architect's servicesand include expenses incurred by the Architect and Arohitect'semployees and consultants ill the illterest of directlv related tothe Project, as identified in the following Clauses~

~~T8141 .1917-19970WNF.R.-AllCHrrEcrA~COMPARISON. AlAe. C1987,l997THEAMERICANINSTn"UrEOf ARCHrmcrs.l73' NEW YORK AVENUE, N.W~ WASmNGfON,D.C. ZCXMJ6-,m 8141-1987/97 36

j

.1 Expense ,,1" transportation in connection with theProject; ~"t"',:"",,~ in c(!lmccti,,!i 'ftith authorized out-of-town travel and subsistence. and electronic; Iq-cti~.atice communications;.

10.2.1.1 Expense of transportation in connection with theProject; expenses in connection with authorized out-of-towntravel; long-distance COImnunications; and fees paid for securingapproval of authorities having jurisdiction over the Project.

10.2.1.2 Expense of reproductions, postage and handling ofDrawings, Specifications and other documents.

10.2.1.3 If authorized in advance by the Owner, expense ofovertime work requiring higher than regular rates.

10.2.1.4 Expt2)8e of renderings, models and mock-ups requestedby the Owner.

10.2.1.5 Expense of additional insw-ance coverage or limits,including {X"Ofessiooalliability insur8IK:e, requested by the Ownerin excess of that normally caIried by the Architect and Architect'sconsultants.

.2 and fees paid for securing approval of authoritieshaving jurisdiction over the Project:.

.3 E,,~ftSe of reproductions, 12lots. standard foml docu-mm. postage. and handling and deliverY of lmD:moots of Service: B...w~, Speeineatio..s ;rJ:.~v~er d~mD~u~.

.4 If ..utl..".~ in ud x. ~J d!e C-; ~r, expense ofovertime work requiring higher than regular rates ifauthorized in advance bv the Owner:

.5 Expense ,,::renderings, models and mOOk;;~Ie;;--quested by the Owner:.

.6 e~se of mofessionalliabilitv insw-ance ~~tedexclusiveb: to this Protect or the ~e of addi-tional insurance coverage or limits , ~"ibdiftg pro::~s~"i" i tiubm~ msm~;x;, requested by the Owner inexcess of that normally carried by the Architect and!h£ Architect's consultants:.

[not included in 1997 edition]10.2.1.6 Expense of computer-aided design and draftingequipment time when used in connection with the Project.

[new provision in 1997 edition] .7 reimbursable exuensesas desimated in Para2rauhUiother similar direct Proiect-related eJrnenditures.[new provision in 1997 edition) .8

[becomes part of 1997 Paragraph 1.5.7 below)

[becomes part of 1997 Paragraph 1.5.7 below]


10.3 PAYMENTS ON ACCOUNT OF BASICSERVICES

10.3.1 An initial JXiymeDt as set forth in Paragraph 11.1 is theminimwn payable under this Agreement.

10.3.2 Subsequent payments for Basic Services shall be mademonthly and, where applicable, shall be in proportion to servicesperformed within each phase of service, on the basis set forth inSubparagraph 11.2.2.

10.3.3 If and to the extent that the time initially established inSubparagraph 11.5.1 of this Agreement is exceeded or extendedthrough no fault of the Architect, compensation for any servicesrendered during the additional period of time shall be computedin the manner set forth in Subparagraph 11.3.2.

10.3.4 When compensation is based on a percentage ofConstnK:tion Cost and any portions of the Project are deleted orotherwise not constructed, compensation for those portions of theProject shall be payable to the extent services are performed onthose portions, in accordance with the schedule set forth inSubparagraph 11.2.2, based on (1) the lowest bona fide bid ornegotiatOO proposal, oc (2) if no such bid or proposal is received,the most recent preliminary estimate of Construction Cost ordetailed estimate of Construction Cost for such portions of the

Project


[becomes first sentence of 1997Subparagraph 1.3.9.1 above]

(becomes second sentence of 1997Subparagraph 1.3.9.1 above]

10.4 PAYMENTS ON ACCOUNT OF ADDmONALSERVICES

10.4.1 Payments on accomlt of the Architect's AdditionalSa:vices and foc Reimb\nosable Expenses shall be made monthlyUJXXlpresentati 00 of ~ AIclritect's sta~ of services renderedor expenses incurred.

10.5 PAYMENTS WITHHELD

10.5.1 No deductions shall be made from the Architect'sCOOJPen8atioo 00 aax>unt of penalty, liquidated damages or othersums withheld frcm ~~ts to cootractors, or on aCCO\JIlt of thecost of changes in the Work other than those for which theArchitect has been fO\JIld to be liable.

10.8 ARCHITECT'S ACCOUNTING RECORDS

10.8.1 Records of ReimblD'sable Expenses and expensespataiDjng to Additional Services and services performed on thebasis of a multiple of~ Pm<Xmel Expense shall be availableto ~ ~ oc ~ ~s auth<x1zai ~tative at mutuallyconvenient times.

1.3.9.3 Records of Reimbursable Expenses 2f and expensespertaining to AJditi"m.t Se..iees a C_es in Services. andgf services performed on the basis of hourI): rates or a multipleof Direct Personnel Expense shall be available to the Owner orthe Owner's authorized representative at mutually convenienttimes.

1.3.9.4 Direct Personnel Expense is defined as the directsalaries of the Architect's personnel engaged on the Projectand the portion of the cost of their mandatory and customarycontributions and benefits related thereto, such as employmenttaxes and other statutory employee benefits, insurance, sickleave, holidays, vacations, pensions ~lovee retirement Dlansand similar contributions. aDd ~Detit!.

[from 1987 Paragraph 10.1.1 above]

ARTICLE 1.4 SCOPE OF SERVICES AND OTHERSPECIAL TERMS AND CONDmONS

1.4.1 Enumeration of Parts of the AGreement. ThisAgreement represents the entire and integrated agreementbetween the Owner and Architect and supersedes all priornegotiations, representations or agreements, either written ororal. This Agreement may be amended only by written instru-ment signed by both Owner and Architect. The Aarmnentcomprises the documents listed below.

1.4.1.1 Standard Form of Aareement Between Owner andArchitect AlA Document B 141-1977 .

1.4.1.2 Standard Fonn of Architect's Services: Desi2Il andContract Administration Services- AlA DocumentB141-1997.




[new provision in 1997 edition] 1.4.1.3 Other documents as follows:fli.ft other document!. if anv forminp nart of the Apreement.J

1.4.2 S~ial Terms and Conditions. S~ial termsand conditions that modify this Agreement are as follows:[replaces 1987 Article 12 below]

AlA DOCU8NT 8141 .1917.1991 OWNER.-AB.cImECT ~ COMPARISON. AIAj8) .CI917. 1991mE AMER.ICAN nolSTnUrE OF AR.CHrrEcrs. 173' NEW YORK AVENUE, N. W. W ASHINGfON. D.C. 2(MM)6.'292 8141-1987/97 38

ARTICLE 1.5 COMPENSATIONARTICLE 11

BASIS OF COMPENSATION

The Owner shall compensate the Architect as follows:

11.1 ANINmAL PAYMENT ofDollars ($ ) shall be made

upon execution of this Agreement and credited to the Owner'saccount at final payment

[becomes part of 1997 Paragraph 1.5.7 below)

~,. -~.~.- ~p..~a 1 I ~ D"~I~ ~vmr~A~" IIVA

11.2.1 FOR BASIC SERVICES, as descritX1d in Article 2, andany od1er services included in Article 12 as part of Basic Services,Basic Compensation shall be computed as follows:(Insert basis of compensation, including stipulated sums, multiples orpercentages, and identify phases to which particular methods of compensa-tion apply, ifnecessary.)

11.2.2 Where compensation is based on a stipulated swn orpercentage of Construction Cost, progress payments for BasicServices in each phase shall total d1e following percentages of thetotal Basic Compensation payable:(Insert additional phases as appropriate.)


Schematic Design PhaseDesign Development Phase:Construction Documents Phase:Bidding or Negotiations Phase:Construction Phase:

percent (percent (percent (percent (percent (

%)%)%)%)%)

Total Basic Compensation: one hundred percent (100%)

11.3 COMPENSAnON FOR ADDITIONALSERVICES

11.3.1 FOR PROJECT REPRESENTAll0N BEYONDBASIC SERVICES, as described in Paragraph 3.2, compensationshall be computed as follows:


-.A DOCUMENT 8141 .1917 -1997 OWNEP...AB.CHrrEcr A<aEEMENr COMPARJSON .~. 01917, 1997nm AMEtUCAN INSTn"UrE OF ARCHrI'F.CTS, 173~ NEW YORK AVENUE, N.W ~ W ASHINGfON, D.C. ~~29239 8141-1987/97

.r .""'..ft~8cI~ATlnUI.~.I "vmr~I~~""IVI~

1.5.1.1 r:~~ BASle SER'.TleES, For the Architect's servicesas described 1ft ~ Article 1..4.~, su'-: M.]- v1ter se..-icesit-.elttded in E~ ~..iele iz as pil1~ ofBQ~r" Se. vr"",,~, BQ~r" QOD1peI1-gabon shall be computed as follows:

11.3.2 FOR ADDmONAL SERVICES OF mE ARCIn- 1.5.2 FeR ,A :;;:;fR8t~:,.:.. :::='. -:eES 8F Hffi ; ~eH-TECT, as described in Articles 3 and 12, other than (1) Addi- ~e~~ .;.s.des~ibed in :..tivlv~ 3 d I~, ~tbv. dtm tt, :"Jdi-timJal ProjootRqresentation, as described in Paragraph 3.2, and tic~-~;:;J~t R':'.l"'.v~..tat!~... ~~ de~v.ibed in P"'G~~;;" 3.~,(2) ~ces included in Article 12 as part of Basic Services, but ~.d t~? sc;- .-:eesiLultlded in :.. t!ulu ~ ~ ~~ y~ t ~: ~-a..;ie Se.-excluding services of consultants. compensation shall be -':~~'- bt!t u~vll2difte ~u. .i_~ ~f ~~ttltaftis, ~"'Y"""'Gti~..computed as follows: shaH be ;x,1Ly~ted u~ :~H~..". If the services of the Architect(Insert basis of compensation, including rates and/or multiples of Direct are charuzed as described in SuooarallTanh I 3.3. I.-the Archi-PersonnelExpenreforPrincipalsandempioyees, andidentifyPrincipaisand tec!'s comnensation shall be adjusted Such adjustment shallclassify employees, if required. Identify specific services to which particular be cal.c~at_~ as g~scri~ below or_if no metllod ofa~methods of compensation apply, if necessary.) men! is indicated in this ParallTanh 1.5.2. in an mtable

manner .

(In.fert ba.fi.f of compen.fation, including rate.f and m multiple.f of DirectPer.fonnel Expen.fe for Principals and employee.f, and identi.6' Principalsand clo.f.fW employee.f, if required. Identi.6' .fpecific .fervices to which.

particulor methods of compensation apply., if "eee"d',..)

11.3.3 FORADDmONAL SERVICES OF CONSULTANTS,including additional structmal, mechanical and electricalengineering services and those provided under Subparagraph3.4.19 or identified in Article 12 as part of Additional Services,a multiple of ( ) times the amountsbilled to the Architect for such services.(Identi/j1 specific types of consultants in Article 12. if required.)

1.5.3 feR: ,A :;;BfR::;; ~,A ~ SER', ":eES ::;;: e::;; iS~~-"::"A ";ffS, ~~ltldinS s':Jibvml ~1It2vt~ul, AAA h8IUcaI delec1l.ical e,!Sinec,it~ ~~A .i~ ~d tbv~~ YAv.ided tm':", S"'v-~uPt"Y:' 3.4.19 v, id~'Atitied in :~b~l~ I~ u~ y...t vf Adm-b"i...1 Se!-.iee~, For C~es in Services of the Architect'sconsultants. comnensation shall be COInDuted as a multiple of

( ) times the amounts billed tothe Architect for such services.,:"-,';'I::J~ .;yeeifte :Jr-- -J~ il_..I- i.. .f.I:_le ..:. .~~. ~'1-:. ;

1.5.4 f~~ ~~.tB~':'..S: ~~ E~HJB ~SES, For reimburs-able e~es as described in Par..grSyh le.% SuPJ2/!mgra!>hu,u, and ~J- ~1i:.er items it~ltIded it. ~ti"l" I~ as Reim-bursable Expenses, the COInDensation shall be COffil2Uted as amultiple of () times the expenses incUITedby the Architect, ,mg the Architect's employees and consul-tants. in 1i:.~ ittte.est v."dt,,::' .vj""t.

11.4 REIMBURSABLE EXPENSES

11.4.1 FOR REIMBURSABLE EXPENSES, as described inParagraph 10.2, and any other items included in Article 12 asReimbursable Expl'J)Ses, a multiple of () timesthe expenses incurred by the Architect, the Architect's employeesand consultants in the interest of the Project.

1.5.5[new provision in 1997 edition) Other Reimbursable Exuenses- if anv -are as follows:

1.5.6 The Architect's rates and multiples set forth :::vr Addi-tionai Se.-.iee.. in this ~ent shall be cnlLmLii:;. adjusted inaccordance with normal salary review practices of the Archi-tect and the Architect's consultants.



11.5 ADDmONAL PROVISIONS

11.5.1 IF mE BASIC SERVICES coVeIai by this Agreementhave Dot been completed within( ) months of the date hereof, through DO fault of theArchitect, extension of the Architect's services beyond that timeshall be compensated as provided in Subparagraphs 10.3.3 and11.3.2.

NA DOCUMENT 81.1 .1987 -1997 OWNER.-ARCHrrEcr ~ COMPARISON. AlACIJ .CI987, 1997mE AMERICAN INSmurE OF ARCHrrEcrs, 173' NEW YORK AVENUE. N. W ~ W ASIDNGfON, D.C. 20006-'292 8141-1987/97 40

1.5.7 M.~~.i\L:-A~.~H An initial ~YJDentofDollars

($ ) shall be made upon execution of this Agreementand is the minimwn pavment under this Ag;reement 1!B!!~ credited to the Owner's account at final payment

A!. imtial}'Q}..."..t a" set fvl-dr m ParaglayL i i. i is themiDimt2m l"'}Qti" .tt.Jt,r this : tgI;:('lL~r.~

Subsequent payments for Basic §er\/ices shall be mademonthly and, where applicable, shall be in proportion to ser-vices performed within each phase of service, on the basis setforth in SubpMftSf4L i i .~.~. this A~ent.

1.5.8 Payments are due and payable( ) days from the date of the Architect's invoice. Amountsunpaid ( ) days after the invoicedate shall bear interest at the mte entered below, or in theabsence thercOf at t.~e legal rate prevailing from ti.'1le to ti.tne atthe principal place of business of the Architect(Insert rat~ of interest agreed upon.)

[from 1987 Paragraph 11.1 above)



[unchanged from 1987 Subparagraph 11.5.2]

(Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at theOwner's and Architect's principal places of business, the location of theProject and elsewhere may affect the validity of this provision. Specificlegal advice should be obtained with respect to deletions or modifications,and also regarding requirements such as written disclosures or waivers.)

11.5.3 The rates and multiples set forth foc Additional Servicesshall be annually adjusted in accordance with normal salaryreview practices of the Architect

[becomes 1997 Paragraph 1.5.6 above]

[from 1987 Subparagraph 11.5.1 above]1.5.9 ~ =Rffi B~Sle SER'. ~eES If the services covered bythis Agreement have not been completed within( ) months of the date hereof, through no fault of theArclritect, extension of the Architect's services beyond that timeshall be compensated as provided in S"'v.,...Q~QY;'" 18.3.3 aDdt+:HParaiIa~h 1.5.2.

ARTICLE 12OTHER CONDITIONS OR SERVICES

[replaced by 1997 Paragraph 1.4.2 above]

(Insert descriptions of other services, identify Additional Servicesincluded within Basic Compensa6on and modncaoons to the payment

and compensa6on terms included in this Agreement.)

This Agreement entered into as of the day and year first written above.

OWNER (Signature) ARCmTECT (Si~ture)

(Signature)(Signature)

(printed name and title)(Printed name and title)

AlA DOCUMENT 8141 .1917 -1997 OWNEB.-AP.CHIrEcr AcaEEMENI' COMPAJ.JSON .AIM. 01917, 1997THE AMERICAN n'lSrnurE OF AllCHrrECfs, 173S NEW YORK AVENUE, N. W ~ W ASHlNGfON, D.C. 20006-S292

41 8141-1987/97

Comparison of 1987 and 1997 Editions of AIA B141

Documents

Transcript of Comparison of 1987 and 1997 Editions of AIA B141