OFZDER N0. :~c':9.fi
WPF='RUVRL ClF CDNTFZAC"f F3ETWEEN KE:RR COUN"fY
RND DI S'TF_FRNO/SANTC7~'ETRC7 AFZCHI'TECTS, INC.
FCJR 7h-IE RENOVRTION OF 7NE KERR COUNTY COURTHGUSE:
Un this the '~Sth day of September 1i3'i:,, upon motion made b;!
Commissioner []ehler^, seconded by Commissioner Moleltamp, the
Cnr..~rt unanimously approved by a vote of 4-pr-0, to approve the
contract between Y,err County anci Di StefanofSantopetro
Architects, Inc. fcrr^ the renovation of the Herr L^ouu7ty
Courthoutse.
COMMISSIONERS' COURT AGENDA REQUEST
,., PLEASE FURNISH UNE UtcIGiNAL AND FIVE COPIES OF THIS REyiiEST r~IQu LOCUMENTS
TO BE REVIEWED BY THE COURT.
MADE BY
OFFICE:
MEETING DATE. ~t~taml-u~r 25F 1995 TIME PREFERRED'
SUBJECT. (PLEASE BE SPECIFIC) r„„~;ao,-~+;1,„ .,f ~ ,, r~,..,+ ,.+ i,o+, u r +
~ "J
and Architect Di Stefano/Santo~etro Architects In for h r „o~.at-ion of the Kerr
EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
ESTIMATED LENGTH OF PRESENTATION:
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
NAME OF PERSON ADDRESSING THE COURT:
Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5,
Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays: 5:00 P.M. previous Tuesday.
THIS REQUEST RECEIVED BY
THIS REQUEST RECEIVED ON

All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has
-- been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will
be appreciated and contribute towards you request being addressed at the earliest opportunity See Agenda
Request Rules Adopted by Commissioners' Court.
fi~v-ru~.
T H E A M E R I C A N I N S T I T U T E
h
G A R C H I T E C T S
AIA Document B141
Standard Form of Agreement Between
Owner and Architect
1987 EDITION
TKIS DUCI~~tIENT HAS !.'VIPORTANT LEGAL CONSEQUENCES; CONSLrLTATK)~ti' 1x'ITH
AN ATTORNET IS ENCUG'I2AGF.D Le~ITK RESPECT TO /TS COMPLETION UR MODIFICATION.
AGREEMENT
made as of the ~~.~~___.___ day of ~ +Ptn
Nineteen Hundred and Ninety Five
BETWEEN the Owner: KERR COUNTY COMMISSIONERS COURT
~Nr,>,u-u,taud~rres~ Hon. Robert Denson, County Judge
700 Main Street
Kerrville, Texas 78028
and the Architect: DI STEFANO/SANTOPETRO ARCHITECTS, INC.
(NTrnre read acrclree~sJ 2500 Ci tyWest Blvd., Suite 1350
Houston, Texas 77042-3020
in the year of
For the following Project:
(Include defniled descttpnun u( Project, Irxake~ia, ctcfdress read scope.
Design and Construction Contract Administration of the
Kerr County Court Renovation located in Kerrville, Texas
The Owner and Architect agree as set forth below.
Cupydght 191?, L926, 1948, 7951, ]953, 195£3, 1961, I J(3, I<JG6, 19C?, 190, 19?4, ]9??, U798? by The Amedean Institute
of A[chitects, 1?35 New York Avenue. N.W., Washing[oq D C. 20006. Reproduction of the material herein or substantial
yuo[atlun of Its provisions withou[ written permission of thr. AIA violates the copyright laws of the United 5[ates and will be
subieec to legal prosecution.
AIA DOCUMENT 8741 •OWNER-ARCHITECT AGREEMENT • POURTF.ENTH EDITION • AIAm • :~+/9A?
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW Y'OAK AVENUE, N.W , WASHINGTON, D.C. 2UnU6 8141-1987 1
WARNING: Unllcensetl photocopying violates U.S. copyright laws and is subject to legal prosecution.
EDITOR'S NOTE
From time to time, the AIA makes minor corrections and
clarifications in its documents as they are reprinted.
Changes in the x/88 reprinting of the 198' edi[ion of B141
were made in Subparagraphs 2.6.1 and 11.3.2. Changes in
this 6/92 reprinting were made in Subparagraph 2.6.10
and Paragraph 4.5. See Section C of the Instruction Sheet
for a detailed description of these changes.
TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1 J The Architect's services consist of those services per-
formed by the Architect, Architect's employees and Architect's
consultants as enumerated in Articles 2 and 3 of this Agreement
and any other services included in Article 12.
1.1.2 The Architect's services shall he performed as expedi-
tiously as is consistent with professional sklll and care and the
orderly progress of the Wurk. Upon request of the Owner, the
Architect shall submit for the Owner's approval a schedule for
the performance of the Architect's services which may be
adjusted as the Project proceeds, and shall include allowances
for periods of rime required for the Owner's review and for
approval of submissions by authorities having jurisdiction over
the Project. Time limits established by this schedule approved
by the Owner shall not, except for reasonable cause, be exceeded
by the Architect or Owner.
1.1.3 The services covered by this Agreemen[ aze subject to
the time limitations contained in Subparagraph 11.5.1.
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basle Services consist of those described
in Paragraphs 2.2 through 2.6 and any other services identified
in Artide 12 as part of Basle Services, and include normal struc-
tural, mechanical and electrical engineering services.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect shall review the program furnished by the
Owner to ascertain the requirements of the Project and shall
arrive at a mutual understanding of such requirements wi[h the
Owner.
2.2.2 The Architect shall provide a preliminary evaluation of
the Owner's program, schedule and construction budget
requirements, each in terms of the other, subject to the limita-
tions set forth in Subpazagraph 5.2.1.
2.2.3 The Architect shall review with the Owner alternative
approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule
and consauction budget requirements, the Architect shall
prepare, for approval by the Owner, Schematic Design Docu-
ments consisting of drawings and other documents illustrating
the scale and relationship of Project components.
2.2.5 The Architect shall submit aI the Owner a preliminary
estimate of Construction Cost based on current area, volume or
other unit costs.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents
and any adjustments authorized by the Owner in the program,
schedule or construction budget, the Architect shall prepare,
for approval by the Owner, Design Development Documents
consisting of drawings and other documents to fie and describe
the size and character of the Project as to architectural, strue
rural, mechanical and electrical systems, materials and such
other elements as may be appropriate.
2.3.2 Thr Architect shall advise the Owner of any adjustments
to the preliminary estima[e of Constmetion Cost.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Ducu-
mcnts and any further adjustments in the scope or quality of
the Project or in the construction budget authorized by the
Owner, the Architect shall prepare, for approval by the Owner,
Cunsvuction Documents consisting of Drawings and Specifics
buns setting forth in detail the requirements for the construc-
tion of the Project.
2.4.2 The Architect shall assist the Owner in the preparation of
the necessary bidding information, bidding forms, the Condi-
tions of the Contract, and the form of Agreement between the
Owner and Contractor
2.4.3 The Architect shall advise the Owner of any adjustments
to previous preliminary estimates of Cuns[ructlun Cost indi
cared by changes in requirements or general market conditions.
2.4.4 The Architect shall assist the Owner in connection with
the Owner's responsibility for tiling documents required for
the approval of governmental authorities having jurisdiction
over the Projec[.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The Architect, following the Owner's approval of the
Construction Documents and of the laces[ preliminary estimate
of Constmetion Gosc, shall assist the Owner in obtaining bids
ur negotiated proposals and assist in awarding and preparing
convacis for construction.
2.6 CONSTRUCTION PHASE-ADMINISTRATION
OF THE CONSTRUCTION CONTRACT
2.6.1 The Architect's responsibility to provide Basic Sernices
for [he Consnuctiun Ph:LSe under [his Agreemen[ commences
with the award of [he Contrac[ for Construction and [crmi-
na[es at the earlier of the issuance to the Owucr of the final
Cer[iticatc fur Paymen[ ur 6U days after the da[c of Substan-
[ial Cumplc[ion of the Work.
2.6.2 The Architect shall provide administration of the Cun-
tract for Construction as set forth below and in the edition of
AIA Document A201, General Conditiuas of the Contract for
Construc[io^, current as of the date of this Agreement, unless
otherwise provided in this Agreement.
2.6.3 Duties, responsibilities and limitatons of authority of the
Architect shall not be restricted, modified or extended without
written agreement of the Owner and Architect with consent of
the Contractor, which consent shall no[ be unreasunably-
withhcld.
AIA DOCUMENT 8141 • OWNER~ARCHITECT AGREEMENT • POURTF.F.NTH EDITION •AIA" • 6~lYti'
THE AMERICAN INSTITUTE OF ARCHITECTS, 1 ~;S NF.IX' YORK AVENUE, N W'., WASHINGI'UN, D.L. 2n000
8141-1987 2
WARNING: Unlicensed photocopying violates U.S. copyright laws and is sublet[ to legal prosecution.
2.6.4 The Architect shall be a representative of and shall advise
and consult with the Owner (1) during construction until final
payment to the Contractor is due, and (2) as an Additional Ser-
vice at the Owner's direction from time to time during the cor-
rection period described in the Contract for Construction. The
Architect shall have authority to act on behalf of the Owner
only to the extent provided in this Agreement unless otherwise
modified by written instrument.
2.6,5 The Architect shall visit the site at intervals appropriate
to the stage of construction or as otherwise agreed by the
Owner and Architect in writing to become generally famIliar
with the progress and quality of the Work completed and to
determine in general if the Work is being performed in a man-
ner indicating that the Work when completed will be in scent
dance with the Contract Documents. However, the Architect
shall not be required to make exhaustive or continuous nn-site
inspections to check the quality or quantity of the Work. On
the basis of on-site observations as an azchitect, the Architect
shall keep the Owner informed of the progress and quality of
the Work, and shall endeavor to guard the Owner against
defects and deficiencies in the Work. (More extensie.z' site
representation may be agreed to as an Additional Service, as
described in ParagrapfJ 3.2.)
2.6.6 The Architect shall not have control over or charge of
and shall not be responsible for construction means, methods,
techniques, sequences or procedures, or for safety precautions
and programs in connection with the Wotk, since these are
solely the Convactor's responsibility under the Contract for
Constmetion. The Architect shall not be responsible for the
Contractor's schedules or failure to carry out the Work in accor-
dance with the Contract Documents. The Architect shall not
have control over or charge of acts or omissions of the Contrac-
tor, Subcontractors, or their agents or employees, or of any
other persons performing portions of the Work.
2.6.7 The Architect shall at all times have access to the Work
wherever it is in preparation or progress,
2.6.6 Except as may otherwise be provided in the Contract
Documents or when direct communications have been spe-
cially authorized, the Owner and Contractor shall communicate
through the Architect. Communications by and with the Archi-
tect's consultan[s shall be through the Architect.
2.8.9 Based on the Architect s observations and evaluations of
the Contractor's Applications for Payment, the Architect shall
review and certify the amounts due the Contractor.
2.8.10 The Architect's certification for payment shall consti-
tute arepresentation to the Owner, based on the Architect's
observations at the site as provided in Subparagraph 2.6.5 and
on the data comprising the Contractor's Application for Pay-
ment, that, to the best of the Archlrect's knowledge, infurrna-
tion and belief, the Work has progressed to the point indicated
and the quality of Wtak is in accordance whh the Contract
Documents. The foregoing representations are subject to an
evaluation of the Work for conformance with the Conuact
Documents upon Substantial Completion, to results of subse-
quent tests and inspections, to minor deviations from the Con-
tract Documents correctable prior to completion and to spe-
cific qualifications expressed by the Architect. The issuance of a
Certificate for Payment shall further constitute a representation
that the Contractor is entitled to payment in the amount ceni-
fled. However, the issuance of a Certificate for Payment shill
not be a representation that the Architect has (1) made exhaus-
tive or continuous on-site inspections [u check the quality or
quantity of the Work, (2} reviewed construction means, meth-
ods, techniques, sequences or procedures, (3) reviewed copies
of requisitions received from Subcontractors and material sup-
pliers and other data requested by the Owner to substantiate
the Contractor's right to payment or (4) ascertained how or for
what purpose the Contractor has used money previously paid
on account of the Contract Sum.
2.6.11 The Architect shall have authority to reject Work which
does not conform to the Contract Documents. Whenever the
Architect considers it necessary or advisable for implementa-
tion of the intent of the Contract Documents, the Architect wdl
have authority to require additional inspection or testing of the
Work in accordance with the provisions of the Contract Docu-
ments, whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Architect nor
a decision made in good faith either to exercise or not to exer-
cise such authority shall give rise to a duty or responsibility of
the Architect to the Contractor, Subcontractors, material and
equipment suppliers, their agents or employees or other per
sons performing portions of the Work.
2.6.12 The Architect shall review and approve or take other
appropriate action upon Contractor's submittals such as Shop
Drawings, Product Data and Samples, bur only for the limited
purpose of checking for conformance with information given
and the design concept expressed in the Contract Documents.
The Architect's action shall be taken with such reasonable
promptness as ro cause no delay in the Work or in the con-
struction of the Owner or of separate contractors, while allow-
ing sufficiem time in the Architect s professional judgment to
permit adequate review. Review of such submittals is not con-
ducted for the purpose of determining the accuracy and com-
pleteness of other details such as dimensions and quantities or
for substantiating instructions for installation or performance of
equipment or systems designed by the Contractor, all of which
remain the responsibility of the Contractor to the extent
required by the Contract Documents. The Architect's review
shall not constitute approval of safety precautions or, unless
otherwise specifically stated by the Architect, of constmction
means, methods, techniques, sequences or procedures. The
Architect's approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
When professional certification of performance characteristics
of materials, systems or equipment is required by the Contract
Documents, the Architect shall be entitled to rely upon such
certification to establish that the ma[edals, systems or equip-
ment will meet the performance criteria required by the Con-
tract Documents.
2.6.13 The Architect shat) prepare Change Orders and Con
stmction Change Directives, with supporting documentation
and data if deemed necessazy by the Architect as provided in
Subparagraphs 3.f 1 and 3.3.3, for the Owner's approval and
execution in accordance with the Contract Documents, and
may authorize minor changes in the Work not involving an
adjustment in the Contract Sum or an extension of the Contract
Time which are not inconsistent with the intent of the Contract
Documents.
2.6.14 The Architect shall cunduct inspections to detetmine
the date or dates of Substantial Completion and the date of final
completion, shall receive and forward to the Owner for the
Owner's review and records written warranties and related
documents required by the Contract Documents and assem-
bled by the Contractor, and shall issue a final Certificate for Yay
ment upon compliance with the requirements of the Contract
Documents,
AIA DOCUMEM 8711 • OWNER-ARCHITECT AGREEMEN7 • FOURTEENTH EDITION • AIA® • ©1987
3 8141-1987 7HE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosewtion.
2.6.15 The Architect shall interpret and decide matters con-
cerning performance of the Owner and Contractor under the
requirements of the Contract Documents on written request of
either the Owner or Contractor. The Architect's response to
such requests shall be made with reasonable promptness and
within any time limits agreed upon.
2.6.16 Interpretations and decisions of the Architect shall be
consistent with the intent of and reasonably inferable from the
Contract Documents and shall be in writing or in the form of
drawings. When making such interpretations and initial deci-
sions, the Architect shall endeavor to secure faithful perfor
manta by both Owner and Contractor, shall not show partiality
to either, and shall not be liable for results of interpretations or
decisions so rendered in good faith.
2.6.17 The Architect's decisions on matters relating to aesthe-
tic effect shall be fmal if consistent with the intent expressed in
the Contmct Documents.
2.6.18 The Architect shall render written decisions within a
reasonable time on all claims, disputes or other matters in ques
lion between the Owner and Contractor relating to the execu-
tion or progress of the Work as provided in the Contract
Documents.
2.6.19 The Architect's decisions on claims, disputes or other
matters, including those in question between the Owner and
Contractor, except for those relating to aesthetic effect as pro
vided in Subpazagraph 2.6.17, shall he subject to arbitration as
provided in this Agreement and in the Contract Documents.
ARTICLE 3
ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not included
in Basic Services unless so identified in Article 12, and they shall
be paid for by the Owner as provided in this Agreement, in
addition to the compensation for Basic Services. The services
described under Paragraphs 3.2 and 3.4 shall only he provided
if authorized or confirmed in writing by the Owner. If services
described under Contingent Additional Services in Paragraph
3 3 are required due to circumstances beyond the Architect's
control, the Architect shall notify the Owner prior to com-
mencing such services. If [he Owner deems that such services
described under Para¢raph 3.3 are nut required, the Owner
shall give prompt written notice to the Architect. If the Owner
indicates in writing that all or part of such Contingent Addi-
tional Services are not required, the Architect shall have no obli
gallon to provide those services.
3.2 PROJECT REPRESENTATION BEYOND BASIC
SERVICES
3.2J If more extensive representation at the site than is
described in Subparagraph 2.6.5 is required, the Architect shall
provide one or more Project Representatives to assist in carry-
ing out such additional on-site responsibilities.
3.2.2 Project Representatives shall he selected, employed and
directed by the Architect, and the Architect shall be compen-
sated therefor as agreed by the Owner and Architect. The
duties, responsibilities and limitations of authority of Project
Representatives shall he as described in the edition of AIA
DocumcnC B352 current as of the date of this Agreement, unless
otherwise agreed.
3.2.3 Through the observations by such Project Represen-
tatives, the Architect shall endeavor to provide further protec-
tion for the Owner against defects and deficiencies in the Work,
but [he furnishing of such project representation shall not
modify the rights, responsibilities or obligations of the Architect
as described elsewhere in this Agreement.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making revisions in Drawings, Specifications or other
documents when such revisions aze:
.1 inconsistent with approvals or instructions previously
given by the Owner, including revisions made neces-
sary by adjustments in the Owner's program or Proj-
ect budget;
.2 required by the enactment or revision of codes, laws
or regulations subsequent to the preparation of such
documents; or
.3 due to changes required as a result of the Owner's fail-
ure to render decisions in a timely manner.
3.3.2 Providing services required because of significant
changes ]n the Project including, but not limited to, size, qual-
ity, complexity, the Owner's schedule, or the method of bid-
ding ornegotiating and contracting for construction, except for
services required under Subparagraph 5.2.5
3.3.3 Preparing Drawings, Specifications and other documen-
tation and supporting data, evaluating Contractor's proposals,
and providing other services in connection with Change
Orders and Construction Change Directives.
3.3.4 Providing services in connection with evaluating substi-
tutions proposed by the Contractor and making subsequent
revisions to Drawings, Specifications and other documentation
resulting therefrom.
3.3.5 Providing consultation concerning replacement of Work
damaged by fire or other cause during construction, and fur-
nishing services required in connection with the replacement
of such Work.
3.3.6 Providing services made necessary by the default of the
Contractor, by major defects or deficiencies in the Work of the
Contractor, or by failure of performance of either the Owner or
Contmctur under the Contract for Construction.
3.3.7 Providing services in evaluating an extensive number of
claims submitted by the Contractor or others in connection
with [he Work.
3.3.8 Providing services in connection with a public hewing,
arbitration proceeding or legal proceeding except where the
Architect is party thereto.
3.3.9 Preparing documents fur alternate, separate or sequential
bids or providing services in connection with bidding, negotia-
tion or constmction prior to the completion of the Construc-
tion Documents Phase.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1	-~ N
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3.4.2 Providing financial feasibility or other special studies.	m ~
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AIA DOCUMENT B741 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION •AIA® • 01987
THE AMERIf.AN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2000(
8141-1987 4
WARNING: Unlicensetl photocopying violates U.S. copyright laws and is sublet[ to legal pmsecutlon.
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3.4.4 Providing special surveys, environmental studies and
submissions required for approvals of governmental authorities
or others having jurisdiction over the Project.
3.4.5 ,
Wit.
3.4.6 Providing services to investigate existing amditions or
facilities or to make measured drawings thereof.
3.4.7 Providing services to verify the accuracy of drawings or
other information famished by the Owner.
3.4.8 Providing coordination of constmction performed by
separate contractors or by the Owner's own forces and coordi-
nation of services required in connection with construction
performed and equipment supplied by the Owner.
3.4.9 Providing services in connection with the work of a con-
struction manager or separate consultants retained by the
Owner.
3.4.10 Providing detailed estimates of Constmctlon 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 services
required for or in connection with the selection, procurement
or installation of furniture, furnishings and related eyuipment.
3.4.14 Providing services for planning tenant or rental spaces.
3.4.15 Making investigations, inventories of materials or equip
ment, or valuations and deviled appraisals of eldsting [acilities.
3.4.16 Preparing a set of reproducible record drawings show-
ing significant changes in the Work made during constmction
based on marked-up prints, drawings and other data furnished
by the Contractor to the Architect.
3.4.17 Providing assistance in the utilization of equipment or
systems such as testing, adjusting and balancing, preparation of
operation and maintenance manuals, training personnel for
operation and maintenance, and consultation during operation.
3.4.18
s
3.4.19 Providing services of consultants for other than archi-
tectural, stmctural, mechanical and electrical engineering por-
tions of the Project provided as a patt of Basic Services.
3.4.20 Providing any other services not otherwise included in
this Agreement or not customarily furnished in accordance
with generally accepted architectural practice.
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall provide full information regarding
requirements for the Project, including a program which shall
set forth the Owner's objectives, schedule, constraints and cri-
teria, induding space requirements and relationships, tlexi-
bllity, expandability, special equipment, systems and site
requirements. . _.
4.2 The Owner shall establish and update an overall budget for
the Project, including the Construction Cost, the Owner's other
costs and reasonable contingencies related to al] of these costs-
4.3 if requested by the Architect, the Owner shall furnish evi-
dence that financial arrangements have been made to fulfill the
Owner's obligations under this Agreement.
4.4 The Owner shall designate a representative authorized to
act on the Ownei s behalf with respect to the Project. The
Owner or such authorized representative shall render decisions
in a timely manner pertaining ro documents submitted by the
Architect in order to avoid unreasonable delay in the orderly
and sequential progress of the Architect's sendces.
4.5 The Owner shall furnish surveys describing physical
characteristics, legal limitations and utility locations for the site
of the Project, and a written legal description of the site. The
surveys and legal information shall include, as applicable,
grades and lines of streets, alleys, pavements and adjoining
property and structures; adjacent drainage; rights-of--way,
restrictions, easements, encroachments, zoning, deed restric-
tions, boundaries and contours of the site; locations, dimen
lions and necessary data pertaining to existing buildings, other
improvements and trees; and information concerning available
utility services and lines, both public and private, above and
below grade, including inverts and depths..411 the information
on the survey shall be referenced to a Project benchmark.
4.6 The Owner shall furnish the services of geotechnical engi-
neers when such services are requested by the Architect Such
services may include but are not limited to test borings, test
pits, determinations of soil beating values, percolation tests,
evaluations of hazardous materials, ground corrosion aid resis-
tivity tests, including necessary operations for anticipating sub-
soil conditions, with reports and appropriate professional
recommendations.
4.6.1 The Owner shall famish the services of other consul
tants when such services are reasonably required by the scope
of the Project and arc requested by the Architect.
4.7 The Owner shall famish structural, mechanical, chemical,
air and water pollution tests, tests for hazardous materials, and
other laboratory and environmental tests, inspections and
reports required by law or the Contract Documents.
4.8 The Owner shall liimish all legal, accounting and insurance
counseling services as may be necessary at any time for the
Project, including auditing services the Owner may require to
verify the Contractor's Applications for Payment or to ascertain
how or for what purposes the Contractor has used the money
paid by or on behalf of the Owner.
4.9 The services, information, surveys and reports reyuired by
Paragraphs 4.5 through 4.8 shall be furnished at the Owner's
expense, and the Architect shall be entitled nt rely upon the
accuracy and completeness thereof.
4.10 Prompt written notice shall be given by the Owner to the.
Architect if the Owner becomes aware of any fault or defect in
the Project or nonconformance with the Contract Documents.
4.11 The proposed language of certificates or certifications
requested of the Architect or Architect's consultants shall be
submitted to the Architect for review and approval at least 14
days prior to execution. The Owner shall not request cettiflca-
tions that would require knowledge or services beyond the
scope of this Agreement.
AIA DOCUMENT B747 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIAm • v 19H7
5 8141-1987 7HF.AMERICAN INSTITUTE OF ARCHITECTS, 135 NEW YORK AVENUE,NW., WASHINGTON, D.C. 20006
WARNING: Unlicensetl photowpy(ng violates U.S. copyright laws and Is subject to legal prosecution.
ARTICLE 5
CONSTRUCTION COST
5.1 DEFINITION
5.1.1 The Construction Cost shall be the total cost or esti-
mated cost to the Owner of all elements of the Project designed
or specified by the Architect.
5.1.2 The Constmction Cost shall include the cost at current
mazket rates of labor and materials furnished by the Owner and
equipment designed, specified, selected or spedally provided
for by the Architect, plus a reasonable allowance for the Con-
tractor's overhead and profit. In addition, a reasonable allow-
ance for mntingenGes shall be included for market conditions
at the time of bidding and for changes in the Work during
construction.
5.1.3 Construction Cost does not include the compensation of
the Architec[ and Architect's consultants, the costs of thr ]and,
rights-of-way, financing or other cosec which are the respun
sibiiiry of the Owner as provided in Article 4,
5.2 RESPONS181LITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary
estunates of Constmction Cost and detailed estimates of Con-
stmction Cost, if any, prepared by the Architect, represent the
Architect's best judgment as a design professional familiar with
the construction industry. It is recognized, however, that nei-
ther the Architect nor the Owner has control over the cost of
labor, materials or equipment, over the Contractor's methods
of determining bid prices, or over competitive bidding, mazket
or negotiating conditions. Accordingly, the Architect cannot
and does not warrant or represent that bids or negotiated prices
will not vary from the Owner's Project budget or from any
estimate of Construction Cost or evaluation prepazed or agreed
to by the Architect.
5.2.2 No fixed limit of Construction Cost shall be established
as a condition of this Agreement by the furnishing, proposal or
establishment of a Project budget, unless such fixed limit has
been agreed upon in writing and signed by the pazties hereto. If
such a fixed limit has been established, the Architect shall be
permitted to include contingencies for design, bidding and
price escalation, to determine what materials, equipment, com-
ponent systems and types of constmctiun are ro be included in
the Contract Documents, to make reasonable adjustments in
the scope of the Project and to include in the Contract Docu-
ments alternate bids to adjust the Constmction Cost to the fixed
limit. Fixed limits, if any, shall be increased in the amount of an
inrrease in the Contract Sum occurring aker execution of the
Contract for Construction.
5.2.3 If the Bidding or Negotiation Phase has not commenced
within 90 days after the Architect submits the Construction
Documents to the Owner, any Project budget or fixed limit of
Constmction Cost shall be adjusted to reflect changes in the
general level of prices in the construction industry between the
date of submission of the Construction Documents to the
Owner and the date on which proposals are sought.
5.2.4 If a fixed limit of Construction Cost (adjusted as pro-
vided in Subparagraph 5.2.31 is exceeded by the lowest bona
fide bid or negotiated proposal, the Owner shall:
.1 give written approval of an increase in such fixed
Iimiq
.2 authorize rebidding or renegotiating of the Project
within a reasonable time;
.3 if the Project is abandoned, terminate in accordance
with Paragraph 8.3; or
.4 cooperate in revising the Project scope and quality as
required to reduce the Construction Cost.
5.2.5 If the Owner chooses to proceed under Clause 5.2.4.ti,
the Archiect, without additional charge, shall modify the Con
tract Documents as necessary to comply with the fixed limit, if
established as a condition of this Agreement. The mndiflcation
of Contract Documents shall be the limit of the Architect's
responsibility arising out of the establishment of a Hxed limit.
The Architect shall be entitled to compensation in accordance
with this Agreement for all services performed whether or not
the Constmction Phase is commenced.
ARTICLE 8
USE OF ARCHITECT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents pre-
pared by the Architect for this Project are instmments of the
Architect's service for use solely with respect to this Project
and, unless otherwise provided, the Architect shall be deemed
the author of these documents and shall retain al] common law,
statutory and other reserved rights, including the copyright.
The Owner shall be permitted to retain copies, including repro-
ducible copies, of the Architect's Drawings, Specifcations and
other documents for information and reference in connection
with the Owner's use and occupancy of the Project. The Archi-
tect's Drawings, Specifications or other documents shall not be
used by the Owner or others on other projects, for additions to
this Project or for completion of this Project by others, unless
the Architect is adjudged to be in default under this Agreement,
except by agreement in writing and with appropriate compen
cation [o the Architect.
6.2 Submission or distribution of documents to meet official
regulatory requirements or for similar purposes in connection
with the Project is not to be constmed as publication in deroga-
tion of the Architect's reserved rights.
ARTICLE 7
ARBITRATION
7.1 Claims, disputes or other matters in question between the
patties to this Agreement arising out of or relating to this Agree-
ment or breach thereof shall be subject to and decided by arbi-
tration in accordance with the Constmction Industry Arbitra-
tlon Rules of the American Arbitration A,csociatron currently in
effect unless the patties mutually agree otherwise.
7.2 Demand for arbitration shall be filed in writing with the
other parry to this Agreement and with the American Arbitra-
tion Association. A demand for arbitration shall be made within
a reasonable tune after the claun, dispute or other matter in
question has arisen. In no event shall the demand for arbitration
be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in
question would be barred by the applicable statutes of limitations.
7.3 No arbitration azising out of or relating to this Agreement
shall include, by consolidation, joinder or in any other manner,
an additional person or entity not a parry to this Agreement,
Alq OOWMEN7 8741 ~ OWNER-ARCHITECT AGREEMENT ~ FOURTEENTH EDITION ~ AIA® • ©1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2W06
B141-1887 6
WARNING: Unlicensed photocopying violates U.S. copyright laws entl is subject to legal prosecution.
except by written consent containing a specific reference to
this Agreement signed by the Owner, Architect, and any other
person or entity sought to be joined. Consent to arbitration
involving an additional person or entity shall not constitute
consent to azbitration of any claim, dispute or other matter ui
question not described in the written consent or with a person
or entity not named or described therein. The foregoing agree-
ment to arbitrate and other agreements to azbitrate with an
additional person or entity duly consented to by the parties to
this Agreement shall be specifically enforceable in accordance
with applicable law in any court having jurisdiction thereof.
7.4 The award rendered by the arbitrator or arbitrators shall be
fmal, and judgment may be entered upon it W accordance with
applicable law in any court having jurisdiction thereof.
ARTICLE 8
TERMINATION, SUSPENSION OR ABANDONMENT
8.1 This Agreement may be terminated by either party upon
not less than seven days' written notice should the other party
fail substantially to perform in accordance with the terms of this
Ageement through no fault of the parry initiating the termination.
8.2 If the Project is suspended by the Owner for more than 30
consecutive days, the Architect shall be compensated for ser-
vices performed prior to notice of such suspension. When the
Project is resumed, the Architects compensation shall be equi-
tably adjusted to provide for expenses incurred in the intermp-
tion and resumption of the Architect's services.
8.3 This Agreement may be terminated by the Owner upon
not less than seven days' written notice to the Architect in the
event that the Project is permanently abandoned. If the Project
is abandoned by the Owner for more than 90 consecutive days,
the Architect may terminate this Agreement by giving written
notice.
8.4 Failure of the Owner to make payments to the Architect in
accordance with this Agreement shall be considered substantial
nonperformance and cause for termination.
8.5 If the Owner fails to make payment when due the Archi-
tect for services and expenses, the Architect may, upon seven
days' written notice to the Owner, suspend performance of ser-
vices under this Agreement. Unless payment in full is received
by the Architect within seven days of the date of the notice, the
suspension shall take effect without further notice. In the event
of a suspension of services, the Architect shall have no liability
to the Owner for delay or damage caused the Owner because
of such suspension of services.
8.6 In the event of termination not the fault of the Architect,
the Architect shall be compensated for services performed prior
to termination, together with Reimbursable Expenses then due
and all Termination Expenses as defined in Paragraph 8.?
8.7 Termination Expenses are in addition to compensation for
Basic and Additional Services, and include expenses which are
directly atvibutable to termination. Termination Expenses shall
be computed as a percentage of the total compensation for
Basic Services and Additional Services earned [o the time of ter-
minatioq as follows:
1 Twenty percent of the total compensation for Basic
and Additional Services earned to date if termination
occurs before or during the predesign, site analysis, or
Schematic Design Phases; or
.2 Ten percent of the total compensation for Basic and
Additional Services eamed to date if termination
occurs during the Design Development Phase; or
.3 Five percent of the total compensation for Basic and
Additional Services earned to date if termination
occurs during any subsequent phase.
ARTICLE 9
MISCELLANEOUS PROVISIONS
9.7 Unless otherwise provided, this Agreement shall be gov-
erned by the law of the principal place of business of the
Architect.
9.2 Terms in this Agreement shall have the same meaning as
those in AIA Document A201, General Conditions of the Con-
tract for Constmctioq current as of the date of this Agreement.
9.3 Causes of action between the parties to this Agreement
pertaining to acts or failures to act shall be deemed to have
acemed and the applicable statutes of limitations shall com-
mence to run not later than either the date of Substantial Com-
pletion for acts or failures to act occurring prior to Substantial
Completion, or the date of issuance of the Rnal Cenificate for
Payment for acts or failures to act occurring after Substantial
Completion.
9.4 The Owner and Architect waive all rights against each
other and against the contractors, consultants, agents and
employees of the other for damages, but only to the extent cov-
ered by property insurance during construction, except such
rights as they may have to the proceeds of such insurance as set
forth in the edition of AIA Document A201, General Conditions
of the Contract for Construction, current as of the date of this
Agreement The Owner and Architect each shall require similar
waivers from their contractors, consultants and agents.
9.5 The Owner and Architect, respectively, bind themselves,
their partners, successors, assigns and legal represematives to
the other party to this Agreement and to the partners, succes
sorts, assigns and legal representatives of such other party with
respect to all covenants of this Agreement. Neither Owner nor
Architect shall assign this Agreement without the written con-
sent of the other.
9.6 This Agreement represents the entire and integrated agree-
ment between the Owner and Architect and supersedes all
prior negotiations, representations or agreements, either writ
ten or oral. This Agreement may be amended only by written
instrument signed by both Owner and Architect.
9.7 Nothing contained in this Agreement shall create a comrac-
tual relationship with or a cause of action in favor of a third
party against either the Owner or Architect.
9.8 Unless otherwise provided in this Agreement, the Architect
and Architect's consultants shall have no responsibility for the
discovery, presence, handling, removal or disposal of or expo-
sure ofpersons to hazardous materials in any form at the Project
site, including but not limited [o asbestos, asbestos products,
polychlorvtated biphenyl (PCB) or other toxic substances.
9.9 The Architect shall have the right to include representa-
tions of the design of the Project, including photographs of the
exterior and interior, among the Architect's promotional and
professional materials- The Architect's materials shall not
include the Owner's eonRdential or proprietary information if
the Owner has previously advised the Architect in writing of
AIA f)OCUMENT 8141 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION •AIA® • ©1987
7 B~ 41-1867 THE AMERICAN INSTITUTE OE ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
WARNING: Unlicenaetl phatocopying violates U.S. copyright lawn and la aublect to legal prosecution.
the specific information considered by the Owner to be confi-
dential or proprietary. The Owner shat) provide professional
credit for the Architect on the constmetion sign and in the pro-
motional materials for the Project.
ARTICLE 10
PAYMENTS TO THE ARCHITECT
10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
10.3.1 An initial payment as set forth in Paragraph 11.1 is the
minimum payment under this Agreement.
10.3.2 Subsequent payments for Basic Services shall-be-txadc
shall be in proportion to ser-
vices performed within each phase of service, on the basis set
forth in Subparagraph 11.2.2.
10.3.3 l
10.1 DIRECT PERSONNEL EXPENSE
10.1.1 Direct Personnel Expense is defined as the direct
salaries of the Architect's personnel engaged on the Project and
the portion of the cost of their mandatory and customary con-
tributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick
leave, holidays, vacations, pensions and similar contributions
and benefits.
10.2 REIMBURSABLE EXPENSES
10.2.1 Reimbursable Expenses are in addition to compensa-
tion for Basic and Additional Services and include expenses
incurred by the Architect and Architect's employees and con-
sultants in the interest of the Project, as identified in the follow-
ing Clauses.
10.2.1.1 -r-~--- -` •-------._.:_- '- -- - --
10.2.1.2
10.2.1.3 -
w - - -
~ a a- a
10.2.1.4 Expense of renderings, models and mock-ups requested
by the Owner.
10.2.1.6 Expense of additional insurance coverage or limits,
including professional liability insurance, requested by the
Owner in excess of that normally carried by the Architect and
Architect's consultants.
10.2.1.6
10.3.4 When compensation is based on a percentage of Con-
struction Cost and any portions of the Project are deleted or
otherwise not constructed, compensation for those portions of
the Project shall be payable to the extent services are per-
formed on those portions, in accordance with the schedule set
forth in Subparagraph 11.2.2, based on (1) the lowest bona fide
bid or negotiated proposal, or (2) if no such bid or proposal is
received, the most recent preliminary estimate of Construction
Cost or detailed estimate of Construction Cost for such por-
tions of the Project.
10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL
SERVICES
10.4.1 Payments on account of the Architect's Additional
Services and for Reimbursable Expenses shall be made monthly
upon presentation of the Architect's statement of services ren-
dered or expenses incurred.
10.6 PAYMENTS WITHHELD
10.5.1 No deductions shall be made from the Architect's com-
pensation on account of penalty, liquidated damages or other
sums withheld from payments to contractors, or on account of
the cost of changes;in the Work other than those for which the
Architect has been found to be liable.
10.6 ARCHITECT'S ACCOUNTING RECORDS
10.6.1 Records of Reimbursable Expenses and expenses per-
taining to Additional Services and services performed on [he
basis of a multiple of Direct Personnel Expense shall be avail-
able to the Owner or the Owner's authorized representative at
mutually convenient times.
ARTICLE 11
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
~ 1 1 AAl I~iiTH4?; ftAYA4fiPF~~€ Dollars ($
_ _ t
11.2 BASIC COMPENSATION
11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic
Compensation shall be computed as follows:
(insert haws of compensation, irsi[udircg stipulated sums, multiples or percentages, mut identiJ~~ phases to u=hich parHCUlur methods ~ f comperuattwa aPP?T~ I
newssary-)
8~ of the Base Bid or Construction Cost, whichever is higher.
AIA DOCUMENT 8141 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA® • ©1987
THE AMERICAN INSTITItTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1987 8
WARNING: Unlicensetl photocopying violates U.S. copyright laws antl Is subject to legal prosecution.
11.2.2 Where compensation is based on a stipulated sum or percen[age of Constrvctiun Cost, progress payments for Basic Services
in each phase shall total the following percentages of the total Basic Compensation payable:
(/nsert addittonai phases as appruprigte I
Schema[ic Design Phase:
Design Development Phase:
Construction Documents Phase:
Bidding or Negotiation Phase:
Construction Phase:
lbtal Basic Compensation:
Fifteen percenu 15%)
Fifteen prrcent(15 %)
FOrty percent (40 %)
Fl Ve percent( 5 '%)
Twen~-Five, prrrent(25 %)
one hundred percent (l0U % )
11.3 COMPENSATION FOR ADDITIONAL SERVICES
FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall he com-
Represenra[ion, as described in Paragraph i.2, and (21 services included in Article 12 as par[ of Basic Services, but excluding
services of consultants, annpensatiun shall be computed as follows.
(l [ hay J ' m/ mwa n. z I YLrA a a d r ern [[ j I / Uu ! [ rc ! 1. ~( / r / u~ e( ]- m t / ] lee S, and eden[!/i Z'rnrcrpal~ cord ~/aasl~p
Ll Deco r(ugmred (dentelt spec(/u ec nacea tz ui b parttnrla nca ndc n/ c re/rrzeahun a/ph iJ nuc~e.mll
Cost x 2.75!0 ~~
.3.3 FUR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and elec[rical engineering
serve ~ d those provided under Subparagraph 3 4.1) or Identified in Article 12 as part of Additional Seruriees, a multiple of
( )times the amounts billed N the Architect for such services.
(/de>+tlJl' specific (1'Pes o 'nltant5 [n Arti Ye /2. g reyurred.l
11.4 REIMBURSABLE EX ES
11.4.1 FUR REIMBC!RSABLE EXPENSES, ascribed in Paragraph 10.2, and any other items included in Article 12 as Reimbursable
Expenses, a multiple of ( )times the expenses incurred by the Architect, [he Archi[ect's
employees and consultants in the interest of the Proje
11.5 ADDITIONAL PROVISIONS
11.5.1 IF THE BASIC SERV[CES covered by this Agreement have not been eared within
( )months of the date hereof, through no fault of the Architect, extension of rchitect's services beyond that time shall be
compensated as provided in Subparagraphs 10.3.3 and 1 ] 3.2.
11.5.2 Payments are due and payable ( )days from the da the Architect's invoice.
Amounts unpaid ( )days after the Invoice date shall bear interest a[ the emered below, or
in the absence thereof at the legal rate prevaiflng from time ul tame at the prinetpal place of business of the Archl
(pzser[ rate of interest agreed upon.)
/(Lcury[aws a>ul requirements undca the FederalTruJH ue Lending ACt. vmrlarstafe andlucaf consunrer resells Zaees and other regaelnll ¢c at lbe nwneraarzd drehi
lecYS principal places of busttesc, the (ovation of the Protect and elsewh¢re may affxJ the na(ldity of thrs prnaisron .Sparifi< legal ads ire should be oblaneed with
respec( tr. deletions nr modificuti~ms, and also regarding reyutrements such as urritten disclosures or a+aiuers./
AIA DOCUMENT B141 •OWNER-ARCHITECT AGREEMENT • FOpRTEEN7H EDITION •AIA® • ©19R7
9 B141-1987 i'HE AMERICANINSTIT[/TE OFARCHITEC7S, 1?35 NEW FORKAVENOE,NW„WASHINGTON, 0.C.2WIK
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11.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review
practices of the Architect.
ARTICLE 12
OTHER CONDITIONS OR SERVICES
passer[ descripttons of other seniices, idenNjy AddllionaJ Sen~ices i,uludeA wtfhin Basic Cumperuatirnr and mudifita[ions [o the payment aru[ comps>safinn terms
included to this Agreement.!
This Agreement entered into as of the day and yeaz first written above.
owNex K~ OO.U,NxTY COMMISSI~ON^ERS COURT
V y~'~ ~ ~l~l.~
(Signature)
Hon. Robert Denson, County Judge
(Pranted name acrd titde)
ARC[iITECT DI STEFANO/SANTOPETRO ARCHITECTS, INC.
G~ 2~~r ,0~,~~~l~'..~i~GcU'
fsr~nan~re~ ~ T
Christopher Di Stefano, President
(Printed rtctme and tdtle)
I i CAUTION: You should sign an original AIA document which has this caution printed in red.
An origlnal assures that changes will not be obscured as may occur when documents are reproduced.
AIA DOCUMENT B741 •OWNER-ARCHITECT AGREEMENT • FOURTEENTH EDITION •AIA® • ©1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2000ti 8141-1987 1 O
WARNING: Unlicenaetl photocopying violates U,S. copyright laws anE Is subject to legal prosecution.