1985-086-RES WHEREAS, the City of Paris has need for professional services and William M. Lightfoot, A.I.A., 10 1st
RESOLUTION NO.
85-086
WHEREAS, the City of Paris has need for professional
services and William M. Lightfoot, A.I.A., 10 1st N.E.
Street, Paris, Texas 75460, has made a proposal for design-
ing the Paris Public Library consisting of refurbishing of
the existing building and making additions to said building
consistent with a building program as outlined by pro-
fessional consultants and local boards as designated by the
City Council; and,
WHEREAS, it is deemed to be in the best interest of the
City of Paris that such proposal be accepted and that a
professional services contract in the form of Exhibit A,
attached hereto and made a part hereof, which should be
approved; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, That the proposal of William M. Lightfoot, A.LA.,
for professional architectural services, including normal
structural, mechanical and electrical engineering services,
described in Exhibit A attached hereto, be, and the same is
hereby accepted; and,
BE IT FURTHER RESOLVED, that the Mayor of the City of
Paris, George Fisher, Jr., be, and he is hereby authorized
and directed on behalf of the City of Paris to execute the
Professional Services Contract attached hereto as Exhibit A.
Passed and adopted this 14th day of October,1985.
?t~~ Mayor
ATTEST:
~"('f\~~ I:'~~:<=)
Mattie Cunningham, Cit " Clerk
:J;;;~
T. K. Haynes, City Attorney
THE AMERICAN INSTITUTE OF ARCHITECTS
I
AlA Document 8141
Standard Form of Agreement Between
Owner and Architect
1977 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAt CONSEQUENCES; CONSUtTATJON WITH
. AN ATTORNEV IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION
AGREEMENT
made as of the 14th
Hundred and Eighty-Five.
day of
Oct.ober
in the year of Nineteen
BETWEEN the Owner:
THE CITY OF PARIS
and the Architect:
WILLIAM M. LIGHTFOOT, A.I.A.
For the following Project:
(Include detailed description of Project location and scope.)
Design the "Paris Public Library" consisting of refurbishing of the existing
building, making additions to the existing building, parking area and related
landscaping and furnishing and equiping existing building and additions thereto
consistent with a building program as outlined by professional consultants and
local boards as deaignated by the City Council of the City of Paris.
The Owner and the Architect agree as set forth below.
Copydaht '917, 1926. 1948, 1951. 1953, 1951, 1961, 1963, 1966. 1967. 197'0, 1974, ~ 1977 by The Americ.n Institute
o. Architects. 17JS New Vort, Avenue, N.W., W"hlnston. D.C. 2OX)6. Reproducllon 01 the m.teri.1 hen!in or
subslanli.1 quolation of ill Jt<<Wisions without permiuion of the AlA viol.l" the copyri.hl laws of the Uniled
SCales and will be sublKI 10 lqal ptoMCUlion.
AlA DOCUMENT "41 . OWNER-ARCHITECT AGREEMENT. THIRTEENTH EDITION . JULY 1m . AlA- . Cl 1,"
THE AMERICAN INSTITUTE Of ARCHITECTS, 1735 NEW YORK AvtNUE, N.W., WASHINGTON, D.C. :zoD06
8141-1977 1
TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S SERVICES AND RESPONSIBIlITIES
BASIC SERVICES
The Architect's Basic Services consist of the five
phases described in Paragraphs 1.1 through 1.5 and
include normal structural, mechanical and electrical
engineering services and any other services included
in Article 15 as part of Basic Services.
1.1 SCHEMATIC DESIGN PHASE
1.1.1 The Architect shall review the program furnished
by the Owner to ascertain the requirements of the Project
and shall review the understanding of such requirements
with the Owner.
1.1.2 The Architect shall provide a preliminary evalua-
tion of the program and the Project budget requirements,
each in terms af the ather, subject to the limitations set
forth in Subparagraph 3.2.1.
1.1.3 The Architect shall review with the Owner alterna-
tive approaches to design and construction of the Project
1.1.4 Based on the mutually agreed upon program and
Project budget requirements, the Architect shall prepare,
for approval by the Owner, Schematic Design Documents
consisting of drawings and other documents illustrating
the scale and relationship of Project components.
1.1.5 The Architect shall submit to the Owner a State-
ment of Probable Construction Cost based on current
area, volume or other unit costs.
1.2 DEStGN OEVElOPMENT PHASE
1.2.1 Based on the approved Schematic Design Docu-
ments and any adjustments authorized by the Owner in
the program or Project budget, the Architect shall pre-
pare, for approval by the Owner, Design Development
Documents consisting of drawings and other documents
to fix and describe the size and character of the entire
Project as to architectural, structural, mechanical and elec~
trka! systems, materials and such other elements as may
be appropriate.
1.2.2 The Architect shall submit to the Owner a further
Statement of Probable Construction Cost.
1.3 CONSTRUCTION DOCUMENTS PHASE
1.3.1 Based on the approved Design Development Doc-
uments and any further adjustments in the scope or qual~
ity of the Project or in the Project budget authorized by
the Owner, the Architect shall prepare, for approval by
the Owner, Construction Documents consistinR of Draw-
ings olnd Specifications setting forth in detail the rcquire~
ments (or the construction of the Project.
1.3.2
tion of the necessary bidding in' ,inK forms,
the Conditio ract, and the (orm of Agree-
. See 15.2.
1.3.3 The Architect shall advise the Owner of any adjust-
ments to previous Statements of Probable Construction
Cosl indicated by changes in requirements or general
market conditions.
1.3.4 The Architect shall assist the Owner in connection
wilh the Owner's responsibility for filing documents re-
quired for the approval of governmental authorities hav-
ing jurisqiction ov~r the ~roject. and shall assist the
owner ~n meet~ng those requirements.
1.4 BIDDING OR NEGOTtATtON PHASE
1.4.1 The Architect, following the Owner's approval of
the Construction Documents and of the latest Statement
of Probable Construction Cost, shall assist the Owner in
obtaining bids or negotiated proposals, and assist in
awarding and prcp.uing contracts for construction.
1.5 CONSTRUCTtON PHASE-ADMINISTRATtON
OF THE CONSTRUCTION CONTRACT
1.5.1 The Construction. Phase will commence with the
award of the Contract for Construction and, together with
the Architect's obligation to provide Basic Services under
this Agreement, will terminate when final payment to the
Contractor is due, or in the absence of a final Certificate
for Payment or of such due date, sixty days after the Date
of Substantial Completion of the Work, whichever occurs
first.
1.5.2 Unless otherwise provided in this Agreement and
incorporated in the Contract Documents, the Architect
shall provide administration of the Contract for Construc~
tion as set forth below and in the edition of AlA Docu-
ment A201, General Conditions of the Contract for Con-
struction, current as of the date of this Agreement.
1.5.3 The Architect shall be a representative of the
Owner during the Construction Phase, and shall advise
and consult with the Owner. Instructions to the Contrac.
tor shall be forwarded through the Architect. The Archi-
tect shall have authority to act on behalf of the Owner
only to the extent provided in the Contract Documents
unless otherwise modified by written instrument in ac-
cordance with Subparagraph 1.5.16.
1.5.4 The Architect shall visit the site at intervals ap-
propriate to the stage of construction or as otherwise
agreed by the Architect in writing to become generally
familiar with the progress and quality of the Work and to
determine in general if the Work is proceeding in accord-
ance with the Contract Documents. However, the Archi-
tect shall not be required to make exhaustive or con-
tinuous on-site inspections to check the quality or quan~
tity of the Work. On the basis of such on-site observa-
tions as an architect, the Architect shall keep the Owner
informed of the progress and quality of the Work, and
shall endeavor ta guard the Owner against defects and
deficiencies in the Work of the Contractor.
1.5.5 The Architect shall not have control or charge of
and shall not be r("sponsihlc for construction means,
methods, techniques, sequences or procedures, or for
safety precautions and programs in connection with the
Work, for the acts or omissions of the Contractor, Sub.
AlA DOCUMENT "4t . OWNER.ARCHlTECT "CR[("'ENT . THIRTEENTH EDITION. lUlY t977 . AIA_. () t'Jn
THE AM[RlCAN INSTITUTE OF ARCHITECTS, 1:')5 NEW YORK AVENUE, N.W" WASttlNGTON, D.C. lOOO6
8141-1977 3
contractors or any other persons performing any of the
Work, or for the failure of any of them to carry out the
Work in accordance with the Contract Documents.
1.5.6 The Architect shall at all times have access to the
Work wherever it is in preparation or progress.
1.5.7 The Architect shall determine the amaunts owing
to the Contractor based on abservations at the site and on
evaluations of the Contractor's Applications for Payment,
and shall issue Certificates for Payment in such amounts,
as provided in the Contract Documents.
1.5.8 The issuance of a Certificate for Payment shall
constitute a representation by the Architect to the Owner,
based on the Architect's observations at the site as pro-
vided in Subparagraph 1.S.4 and on the data comprising
the Contractor's Application for Payment, that the Work
has progressed to the point indicated; that, to the best of
the Architect's knowledge, information and belief, the qual-
ity of thE!' Work is in accordance with the Contract Dacu-
ments (subject to an evaluation of the Wark for con-
formance with the Contract Documents upon Substantial
Completion, to the results of any subsequent tests re-
.quired by or performed under the Contract Documents,
to minor deviations from the Contract Documents cor.
rectable prior to completion, and to any specific qualifica-
tions stated in the Certificate for Payment); and that the
Contractor is entitled to payment in the amount certified.
However, the issuance of a Certificate for Payment shall
not be a representation that the Architect has made any
examination to ascertain how and for what purpose the
Contractor has used the moneys paid on account of the
Contract Sum.
1.5.9 The Architect shall be the interpreter of the re-
quirements of the Contract Documents and the judge of
the performance thereunder by both the Owner and
Contractor. The Architect shall render interpretations nec-
essary for the proper execution or progress of the Work
with reasonable promptness on written request of either
the Owner or the Contractor, and shall render written de-
cisions, within a reasonable time, on all claims, disputes
and other matters in question between the Owner and the
Contractor relating to the execution or progress of the
Work or the interpretation of the Contract Documents.
1.5.10 Interpretations and decisions of the Architect shall
be consistent with the intent of and reasonably inferable
(rom the Contract Documents and shall be in written or
graphic (orm. In the capacity o( interpreter and judge,
the Architect shall endeavor to secure (aithful perform-
ance by both the Owner and the Contractor. shall not
show partiality to either, and shall not be liable for the
result of any interpretation or decision rendered in goad
faith in such capacity.
1.5.11 The Architect's decision~' in matters relating to
artistic effect shall be final if consistent with the intent of
the Contract Documents. The Architect's decisions on
any other claims, disputes or other matters, including
those in question between the Owner and the Contractor,
shall be final.
1.5.12 The Architect shall have authority to reject Work
which does not conform to the Contract Documents.
Whenever, in the Architect's reasonable opinion, it is
necessary or advisable for the implementation of the intent
of the Contr,1(( Documents, the Architect will have author-
ity to require special inspection or testing of the Wark in
accordance with the provisions of the Contract Docu-
ments, whether or not such Work be then fabricated, in-
stalled or completed.
1.5.13': The Architect shall review and approve or take
other appropriate action upon the Contracto~s submittals
such as Shop Drawings, Product Data and Samples, but
only for conformance with the design concept of the
Work and with the information given in the Contract
Documents. Such action shall be taken with reasonable
promptness so as to cause no delay. The Architect's ap-
praval of a specific item shall not indicate approval of an
assembly of which the item is a component.
1.5.14 The Architect shall prepare 'Change Orders for
the Owner's approval and execution in accordance with
the Contract Documents, and shall have authority to order
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.
1.5.15 The Architect shall conduct inspections to deter-
mine the Dates of Substantial Completion and final com-
pletion. shall receive and (orward to the Owner (or the
Owner's review written warranties and related documents
required by the Contract Documents and assembled by
the Contractor, and shall issue a final Certificate for Pay-
ment.
1.5.16 The extent of the duties, responsibilities and lim-
itations of authority of the Architect as the Owne~s rep-
resentative during construction shall not be modified or
extended without written consent of the Owner, the Con-
tractor and the Architect.
1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICES
1.6.1 If the Owner and Architect agree that more ex-
tensive representation at the site than is described in
Paragraph 1.5 shall be provided, the Architect shall pro-
vide one or more Project Representatives to assist the
Architect in carrying out such responsibilities at th~ site.
1.6.2 Such Project Representatives shall be selected, em-
ployed and directed by the Architect. and the Architect
shall be compensated there(ar as mutually agreed be-
tween the Owner and the Architect as set (arth in an ex-
hibit appended to this Agreement, which shall describe
the duties, respansibilities and limitations o( authority o(
such Project Representatives.
1.6.3 Through the observations by such Project Repre-
sentatives, the Architect shall endeavor to provide further
protection (or the Owner against defects and deficiencies
in the Work, but the furnishing of such project representa-
tion shall not modify the rights, responsibilities or obliga-
tions of the Architect as described in Paragraph 1.5.
1.7 ADDITIONAL SERVICES
The fallowing Services are not included in Basic
Services unless so identified in Article 15. They shall
be provided if authorized or confirmed in writing by
the Owner, and they shall be paid (or by the Owner
as provided in this Agreement, in addition to the
compensation for Basic Services.
4 1141-1977
AlA DOCUMENT .'4' . OWNU.ARCHIHCT AGREEMENT. THIRTEENTH EDITION. JULY 1m. AlA.. C> 1m
THE AMERICAN INSTITUTE Of ARCHITECTS, '735 NEW YORK AVENUE. N,W., WASHINGTON, D,C. lOlIOl
1.7.1 Providing analyses of the Owner's needs, and pro-
gramming the requirements of the Project.
1.7.2 Providing financial feasibility or other special
studies.
1.7.3 Providing planning surveys, site evaluations, envi-
ronmental studies or comparative studies of prospective
sites, and preparing special surveys, studies and submis-
sions required for approvals of governmental authorities
or others having jurisdiction over the Project.
1.7.4 Providing services relative to future facilities, sys-
tems and equipment which are not intended to be con-
structed during the Construction Phase.
1.7.5 Providing services to investigate existing conditions
or facilities or to make measured drawings thereof, or to
verify the accuracy of drawings or other information fur-
nished by the Owner.
1.7.6 Preparing documents of alternate, separate or
sequential bids or providing extra services in connection
with bidding, negotiation or construction prior to the
completion of the Construction Documents Phase, when
requested by the Owner.
1.7.7 Provicjing coordination of Work performed by
separate contractors or by the Owner's own forces.
1.7.8 Providing services in connection with the work of
a construction manager or separate consultants retained
by the Owner.
1.7.9 Providing Detailed Estimates of Construction Cost,
analyses of owning and operating costs, or detailed quan-
tity surveys or inventories of material, equipment and
labor.
1.7.10 Praviding interior design and other similar ser-
vices required for or in connection with the selection,
procurement or installation of furniture, furnishings and
related equipment.
1.7.11 Providing services for planning tenant or rental
spaces.
1.7.12 Making revisions in Drawings, Specifications or
other documents when such revisions are inconsistent
with written approvals or instructions previously given,
are required by the enactment or revision of codes, laws
or regulations subsequent to the preparation of such doc-
uments or are due to other causes not solely within the
control of the Architect.
1.7.13 Preparing Drawings, Specifications and supporting
data and providing other services in connection with
Change Orders to the extent that the adjustment in the
Basic Compensation resulting from the adjusted Con-
struction Cost is not commensurate with the services re-
quired of the Architect, provIded such Change Orders are
required by causes not solely within the control of the
Architect.
1.7.14 Making investigations, surveys, valuations, inven-
tories or detailed appraisals of existing facilities, and serv-
ices required in connection with construction performed
by the Owner.
1.7.15 Providing consultation concerning replacement of
any Work damaged by rire or other cause during con-
struction, and furnishing services as may be required in
connection with the replacement of such Work.
1.7.16 Providing services made necessary by the default
of the Contractor, or by major defects or deficiencies in
the Work of the Contractor, or by failure of performance
of either the Owner or Contractor under the Contract for
Construction.
1.7.17 Preparing a set af reproducible record drawings
showing significant changes in the Work made during
construction based on marked-up prints, drawings and
other data furnished by the Contractor to the Architect.
1.7.18 Providing extensive assistance in the utilization of
any equipment or system such as initial start-up or testing,
adjusting and balancing, preparation of operation and
maintenance manuals, training personnel for operation
and maintenance, and consultation during operation.
1.7.19 Providing services after issuance to the Owner of
the final Certificate for Payment, or in the absence of a
final Certificate far Payment, more than sixty days after
the Date of Substantial Completion of the Work.
1.7.20 Preparing to serve or serving as an expert witness
in connection with any public hearing, arbitration pro-
ceeding or legal proceeding.
1.7.21 Providing services of consultants for other than
the normal architectural, structural, mechanical and elec-
trical engineering services for the Project.
1.7.22 Providing any other services not otherwise in-
cluded in this Agreement or not customarily furnished in
accordance with generally accepted architectural practice.
1.8 TIME
1.8.1 The Architect shall perform 8asic and Additional
Services as expeditiously as is consistent with professional
skill and care and the orderly progress of the Work. Upon
request of the Owner, the Architect shall submit for the
Owner's approval, a schedule for the performance of the
Architect's services which shall be adjusted as required as
the Project proceeds, and shall include allowances for peri-
ods of time required for the Owner's review and approval
of submissions and for approvals of authorities having
jurisdiction over the Project. This schedule, when approved
by the Owner, shall not, except for reasonable cause, be
exceeded by the Architect.
ARTICLE 2
THE OWNER'S RESPONSIBILITIES
2.1 The Owner shall provide full information regarding
requirements for the Project including a program, which
shall set forth the Owner's design objectives, constraints
and criteria, including space requirements and relation~
ships, flexibility and expandability, special equipment and
systems and site requirements.
2.2 If the Owner provides a budget for the Project it
shall include contingencies for bidding, changes in the
Work during construction, and other costs which are the
responsibility of the Owner, including those described in
this Article 2 and in Subparagraph 3.1.2. The Owner shall,
at the request of the Architect, provide a statement of
funds available for the Project, and their source.
AlA DOCUMENT .141 . OWN[R.ARCtmfn ....GREEM[NT . THIRTEENTH EDITION. JULY 1'" . ....1.... . C) 1977
THE AMERICAN INSTITUTE OF AKCHHECTS, 11lS NE.W YORK AVENUE, N.W., WASHINGTON, D.C. 2(D)6
'141-1977 5
2.3 The Owner shall designate, when necessary, a rep-
resentative authorized to act in the Owner's behalf with
respect to the Project. The Owner or such authorized
representative shall examine the documents submitted by
the Architect and shall render decisions pertaining thereto
promplly, to avoid unreasonable delay in the progress of
the Architect's services.
2.4 The Owner shall furnish a legal description and a
certified land survey of the site, giving, as applicable,
grades and lines of slreels, alleys, pavemenlS and adjoin-
ing property; rights-ol-way, restrictions, easements, en.
croachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions and complete
data pertaining (0 existing buildings, other improvements
and trees; and full information concerning available serv.
. ice and utility lines both public and private, above and
below grade, including inverts and depths.
2.5 The Owner shall furnish the services of soil engi-
neers or other consultants when such services are deemed
necessary by the Architect. Such services shall include test
borings, test pits. soil bearing values, percolation tests, air
and water pollution tests, ground corrosion and resistivity
tests, including necessary operations for determining sub-
soil, air and water conditions, with reports and appropri-
ate professional recommendations.
2.6 The Owner shall furnish structural, mechanical,
chemical and olher laboratory tests, inspections and re-
ports as required by law or the Contract Documents.
2.7 The Owner shall furnish all legal, accounting and in-
surance counseling services as may be necessary at any
time for the Project, including such auditing services as
the Owner may require to verify the Contractor's Applica.
lions for Payment or to ascertain how or for what pur-
poses lhe Contractor uses the moneys paid by or on be-
half of the Owner.
2.8 The services, information, surveys and reports re.
qui red by Paragraphs 2.4 through 2.7 inclusive shall I)e
furnished at the Owner's expense, unless otherwise
provided for in this agreement.
2.9 If the Owner observes or otherwise becomes aware
of any fault or defect in the Project or nonconformance
with the Contract Documents, prompt written notice
thereof shall be given by the Owner to the Architect
2.10 The Owner shall furnish required informalion and
services and shall render approvals and decisions as ex-
peditiously as necessary for the orderly progress of the
Architect's services and of the Work.
ARTICLE 3
CONSTRUcrlON COST
3.1 DEFINITION
3.1.1 The Construction Cost shall be the total cost or
estimated cost to the Owner of all elements of the Project
designed or specified by the Architect.
3.1.2 The Construction Cost shall include at current
market rates, including a reasonable allowance for over.
head and profit, the cost of labor and materials furnished
by the Owner and any equipment which has been de-
signed, specified, selected or specially provided for by
the Archilect.
3.1.3 Construction Cost does not include the campen.
sation of the Architect and the Architect's consultants,
the cost of the land, rights-of-way, or other costs which
are the responsibility of the Owner as provided in Arti-
cle 2.
3.2 RESPONSIBILITY FOR CONSTRUCTION COST
3.2.1 Evaluations of the Owner's Project budget, State-
ments of Probable Construction Cost and Detailed
Eslimates of Canstruction Cost, if any, prepared by the
Architect, represent the Architect's best judgment as a
design professional familiar with the construction indus.
try. It is recognized, however, that neither the Architect
nor the Owner has control over the cost of labor, mate-
rials or equipment, over the Contractor's methods of de-
termining bid prices, or over competitive bidding, market
or negotiating conditions. Accordingly, the Architect
cannot and does not warrant or represent that bids or
negotiated prices will not vary from the Project budget
proposed, eSlablishedor approved by lhe Owner, if any,
or from any Statement of Probable Construction Cost or
other cost estimate or evaluation prepared by the Archi-
tect.
3.2.2 No fixed limit of Construction Cost shall be estab-
. Ii shed as a condition of this Agreement by the furnishing,
proposal or establishment of a Project budget under Sub-
paragraph 1.1.2 or Paragraph 2.2 or otherwise, unless such
fixed limit has been agreed upan in writing and signed by
the parties hereto. If such a fixed limit has been estab-
lished, the Architect shall be permitted to include con.
tingencies for design, bidding and price escalation. to de-
termine what materials, equipment, component systems
and types of construction are to be included in the Con-
tract Documents, to make reasonable adjustments in the
scope of the Project and to include in the Contract Docu-
menls alternate bids to adjusl the Construction Cost to the
fixed limit Any such fixed limit shall be increased in the
amount of any increase in the Contract Sum occurring
after execution of the Contract for Construction.
3.2.3 If the Bidding or Negotiation Phase has not com-
menced within three months after the Architect submits
the Construction Documents to the Owner, any Project
budget or fixed limit of Construction Cost shall be ad-
justed 10 reflect any change in the general level of prices
in the construction industry between the date of submis.
sion of the Construction Documents to the Owner and
the dale on which proposals are sought.
3.2.4 If a Project budget or fixed limit of Construction
Cost (adju<ted as provided in Subparagraph 3.2.3) is ex-
ceeded by the lowest bona fide bid or negotiated pro-
posal, the Owner shall (1) give written approval of an
increase in such fixed limit, (2) authorize rebidding or re-
negotiating of the Proj~cl within a reasonable time, (3) if
the Project is abandoned, terminate in accordance with
Paragraph 10.2, or (4) cooperJte in revising the Project
scope and quality as required to reduce the Construction
Cost In the case of (4), provided a fixed limit of Construc-
tion Cost has been established as a condition of this Agree-
ment, the Architect, without additional charge, shall mod-
ify the Drawings and Specifications as necessary to comply
6 .141-1977
AlA DOCUMENT '141 . OWNER-ARCHITECT ACRUM(NT . THIRTEENTH EDITION. JULY 1':7 . AIA_. C 1m
THE AMERICAN INSTITUTE OF ARCHITECTS, 17lS NEW YORK AVENUE, N.W., WASHINGTON, D.C. 2QXl6
with the fixed limit. The providing of such service shall be
the limit of the Architect's responsibility arising from the
establishment of such fixed limit, and having done so, the
Archilect shall be entitled to compensation for all services
performed, in accordance with this Agreement, whether
or not the Construction Phase is commenced.
ARTIClE 4
DIRECT PERSONNEL EXPENSE
4.1 Direct Personnel Expense is defined as the direct sal-
aries of all the Architect's personnel engaged on the Proj-
ect, and the portion of the cost of their mandatory and
customary contributions and benefits related thereto, such
as emplayment taxes and other statutory employee bene-
fits, insurance, sick leave, holidays, vacations, pensions
and similar cantributions and benefits.
ARTICLE 5
REIMBURSABLE EXPENSES
5.1 Reimbursable Expenses are in addition to the Com-
pensation for Basic and Additional Services and include
actual expenditures made by the Architect and the Archi-
tect's employees and consultants in the interest of the
Project for the expenses listed in the following Sub-
paragraphs:
5.1.1 Expense of transportation in connection with the
Project; living expenses in connection with out-af-town
travel; long distance communications, and fees paid for
securing approval of authorities having jurisdiction over
the Project.
5.1.2 Expense of reproductiuns, postage and handling of
Drawings, Specifications and other documents, excluding
reproductions for the office use of the Architect and the
Architect's consultants.
5.1.3 Expense of data processing and photographic pro-
duction techniques when used in connection with Addi-
tional Services.
5.1.4 If authorized 10 advance by the Owner, expense of
overtime work requiring higher than regular rates.
5.1.5 Expense of renderings, models and mock-ups re-
quested by the Owner.
5.1.6 ExpC'nse of any additional insurance coverage or
limits, including profcssionalliabilily insurance, requested
by (he Owner in excess of that normally carried by the
Architect and the Architect's consultants.
ARTiClE 6
PAYMENTS TO THE ARCHITECT
6.1 PAYMENTS ON ACCOUIQT OF BASIC SERVICES
6.1.1 An initial payment as set forth in Paragraph 14.1 is
the minimum payment under this Agreement.
6.1.2 Subsequent payments for Basic Services shall be
made ff18ntl.l, Jlf'l8 J~lldl hi ifll "rsJlsrti8fl1 te J(f'.i!!! ,ur
fer",eEl .. i,kiF! eUR Pkue gf !:9P'i1liBo, on the basis set
forth in Article 14.
6.1.3 H ....a t~ d.... ...",I...I.t II.at the. (~"lr4d T:...... :"':1:.:.11,
ol~bl:Jhul :.. the (~fit.~...l r~. (o....t.......I:('.o.. :.. _"'.........d...d
tion tor any Basic Services required extended
period of Administrati onstruction Contract
shall be as set forth in Paragraph 14.4 for Addi-
6.1.4 When compensation is based on a percentage of
Construction Cost, and any portions of the Project are
"Cleleted or otherwise not constructed, compensation for
such portions of the Project shall be payable to the extent
services are performed on such portions, in accordance
with the schedule set forth in Subparagraph 14.2.2, based
on (1) the lowest bona fide bid or negotiated proposal or,
(2) if no such bid or proposal is received, the most recent
Statement of Probable Construction Cost or Detailed Esti.
mate of Construction Cost for such portions of the Project.
6.2 PAYMENTS ON ACCOUNT OF
ADDITIONAL SERVICES -
6.2.1 Payments on account of the Architect's Additional
Services as defined in Paragraph 1.7 and for Reimbursable
Expenses as defined in Article S shall be made monthly
upon presentation of the Architect's statement of services
rendered o.r exp~nses tncurrerJ, w~th. copies of
supp'ort~ve lnY01ceS ]ustlfYlng same.
6.3'" PAYMENTS WITHHELD .
6.3.1 No deductions shall be made from the Architect's
compensation on account of penalty, liquidated damages
or other sums withheld from payments to contractors, or
on account of the cost af changes in the Work other than
those for which the Architect is held legally liable.
6.4 PROJECT SUSPENSION OR TERMINATION
6.4.1 If the Project is suspended or abandoned in whole
or in part for more than three months, the Architect shall
be compensated for all services performed prior to receipt
of written notice from the Owner of such suspension or
abandonment, together with Reimbursable Expenses then
due and all Termination Expenses as defined in Paragraph
10.4. If the Project is resumed after being suspended for
more than three months, the Architect's compensation
shall be equitably adjusted.
ARTICLE 7
ARCHITECT'S ACCOUNTING RECORDS
7.1 Records of Reimbursable Expenses and expenses per.
taining to Additional Services and services performed on
the basis of a Multiple of Direct Personnel Expense shall
be kept on the basis of generally accepted accounting
principles and shall be available to the Owner or the
Owner's authorized representative at mutually convenient
times.
ARTICLE 8
OWNERSHIP AND USE OF DOCUMENTS
8.1 Drawings and Specificatians as instruments of serv-
ice are and shall remain the property of the Architect
whether the Project for which they are made is executed
or not. The Owner shall be permitted to retain copies, in-
cluding reproducible copies, of Drawings and Specifica-
tions for information and reference in connection with the
Owner's use and occupancy of the Praject. The Drawings
and Specifications shall not be used by the Owner on
AlA DOCUMENT 1141 . OWNER-AKCtllHCT AGREEMt:NT . THIRTElNTH EDITION. JULY 11J77 . AIA-. e 1977
THE AMERICAN INSTITUTE. Of ARCHITECTS, 171S NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
8141-1977 7
other projects, but may be used for additions
to this Project, or for completion of
this Proj ect.
8.2 Submission or distribution to meet official regulatory
requirements or for other purposes in connection with the
Project is not to be construed as publicalion in derogation
of the "rchitect's rights.
ARTICLE 9
ARBITRATION
9.1 All claims, disputes and other matters in question
between the parties to this Agreement, arising out of or
relating to this "greement or the breach thereof, shall be
decided by arbitration in accordance with the Construc-
tion Industry "rbitration Rules of the American Arbitra-
tion Association then obtaining unlesS" the parties mutu.
ally agree otherwise. No arbitration, arising out of or re.
lating to this Agreement, shall include, by consolidation,
joinder or in any other manner, any additional person not
a party to this Agreement except by written consent con.
taining a specific reference to this Agreement and signed
by the "rchitect, the Owner, and any other person sought
to be joined. Any consent to arbitralian involving an ad-
ditional person or persons shall nOt constitute consent to
arbitration of any dispute not described therein or with
any person not named or described therein. This Agree.
ment to arbitrate and any agreement to arbitrate with an
additional person or persons duly consented to by the
parties to this Agreement shall be specifically enforceable
under the prevailing arbitralion law.
9.2 Notice of the demand for arbitration shall be filed in
writing with the other party to this "greement and with
the American Arbitration Association. The demand shall
be made within a reasonable time after the claim, dispute
or other matter in question has arisen. In no event shall
the demand for arbitratian 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 statute of limitations.
9.3 The award rendered by the arbitrators shall be final,
and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
ARTICLE 10
TERMINATION OF AGREEMENT
10.1 This Agreement may be terminated by either party
upon seven days' written notice should the other party
fail substantially to perform in accordance with its terms
through no fault of the party initiating the terminatian.
10.2 This Agreement may be terminated by the Owner
upon at least seven days' written notice to the Architect
in the event that the Project is permanently abandoned.
10.3 In the event of termination not the fault of the Ar-
chitect. the "rchitect shall be compensated for all services
performed to termination date, together with Reimburs.
able Expenses then due.
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 Unless otherwise specified, this Agreement shall be
governed by the law of the princ;ipal place of business of
the Architect.
11.2 Terms in this "greementshall have the same mean-
ing as those in AlA Document A201, General Conditians
of the Contract for Construction, current as of the date
of this Agreement.
11.3 "S between the parties to this Agreement: as to all
acts or failures to act .by either party to this Agreement,
any applicable statute of limitations shall commence to
run and any alleged cause of action shall be deemed to
have accrued in any and all events not later than the rele-
vant Date of Substantial Completion of the Work, and as
to any acts or failures to act occurring after the relevant
Date of Substantial Completion, not later than the date of
issuance of the final Certificate for Payment.
11.4 The Owner and the Architect waive all rights
against each other and against the contractors, consult-
ants, agents and employees of the other for damages cov-
ered by any property insurance during construction as set
forth in the edition of AI" Document Al01, General Con-
ditions, current as of the date of this Agreement. The
Owner and the Architect each shall require appropriate
similar waivers from their contractors, consultants and
agents.
ARTICLE 12
SUCCESSORS AND ASSIGNS
12.1 The Owner and the Architect, respectively, bind
themselves, .heir partners, successors, assigns and legal
representatives to the other party to this Agreement and
to the partners, successors, assigns and legal representa-
tives of such other party with respect to all covenants of
this Agreement. Neither the Owner nor the Architect shall
assign, sublet or transfer any interest in this Agreement
without the written consent of the other.
ARTICLE 13
EXTENT OF AGREEMENT
13.1 This Agreement represents the entire and integrated
agreement between the Owner and the Architect and
supersedes all prior negotiations, representations or agree-
ments, either written or oral. This Agreement may be
amended only by wriUen instrument signed by both
Owner and Architect.
8 .141-1977
AlA DOCUMENT .1.1 . OWNU.AIOtITECT AGIUEMENT . THIRTHNTH EDITION. IUl Y 1')77 . AlA- . ~ 1m
THE AMERICAN INSTITUTE Of ARCHITECTS, 17)S NEW YORK AVENUE, N.W., WASHINGTON, D.C. 1l'IXIt.
ARTICLE 14 .
BASIS OF COMPENSATION
The Owner shall compensate the Architect for the Scope of Services provided, in accordance with Article 6, Payments
to the Architect, and the other Terms and Conditions of this Agreement, as follows:
14.1
AN INITIAL PAYMENT of
NON E
dollars ($
shall be made upon execution of this Agreement and credited to the Owner's account as follows:
14.2 BASIC COMPENSATION
14.2.1 FOR BASIC SERVICES, as described in Paragraphs 1.1 through 1.S, and any other services included in Article 1S
as part of Basic Services, Basic Compensation shall be computed as follows:
(H~rft insert basis 01 compens.alion, indudinr fr"flI ~mounts. multiples or ~'cl!'nt.iBcs. ,nd idfmllly I'hues to ,which ".,ricu/" methods 01 complMSl.
I;on apply, il nKesnry.)
6% of the cost of the work.
14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic
Services shall be made as provided herein, so that Basic Compensation for each Phase shall
equal the following percentages of the total Basic Compensation payable:
(Include ,1ny ,ddirion,1 ph,s!!'s ,$ approprj,le.)
Schematic Design Phase:
Design Development Phase:
Construction Documents Phase:
Bidding or Negotiation Phase:
Construction Phase:
percent (
percent (
percent (
percent (
percent (
10%)
15%)
50%)
5 '1'.)
20%)
and shall be paid upon the completion of each phase except that the construction
phase shall be paid in proportion to and simultaniously with General Contractor's
draws.
14.3 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 1.6, Compensation shall
be computed separately in accordance with Subparagraph 1.6.2.
AlA DOCUMENT .,., . QWN[It.ARCHITECT AGREEMENT. THIRTEENTH EDITION. JULY '9" . AlA. . <e 1977
THE AMERICAN INSTITUTE OF ARCHlTEQS. 1]JS NEW YORK AVENUE, N,W.. WASHINGTON, D.C. 2CXXI6
1141-1977 9
14.4 COMPENSATION FOR ADDITIONAL SERVICES
14.4.1 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragraph 1.7, and any other services in-
cluded in Article 1S as part of Additional Services, but excluding Additional Services of consultants, Compen-
sation shall be computed as follows:
(HNC ;m"" b,lSj.~ 01 compens.1,ion. including r.'f'S .."dlot mu"ip'~.f 01 Di",c, Pt'uonnel CJpl'nse lor P'inc:ip..fs :md (.'mploye('_~. ;lnd idfm'ily Principids
and cI.ni1r ('mp/oyccs, it requited. Iden'ify specilic servkes 10 which polrtleulllt m~lhods 01 compcnwljon apply, if necessary.)
Additional services described in Paragraph 1.7.10 shall be furnished by
Architect for a fee of 8% of the cost of furniture, furnishings and related
equipment required.
14.4.2 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional slructural, mechanical and electrical
engineering services and those provided under Subparagraph 1.7.21 or identified in Article 1S as part of Addi.
tional Services, a multiple of none (I times the amounts billed
to the Architect for such services.
(ldfmtily specific types of consultanrs in A"ide 1:;, if reqc.riredJ
14.5 FOR REIMBURSABLE EXPENSES, as described in Article 5. and any olher items included in Article 15 as Reim.
bursable Expenses, a multiple of none () times the amaunts ex-
pended by the Archilect, the Architect's employees and consultants in the interest of the Project; however,
no reimbursable. expense shall be incurred for reimbursement without written
permission of owner having first been obtained.
14.6 Payments due the Architect and unpaid under this Agreement shall bear interest from the date payment is
due at the rate entered below, or in the absence thereof, at the legal rate prevailing at the principal place of
business of the Architecl.
(Her@ insert .any 101'(' 01 interest .g,('PC! upon.)
rUIUf)-' I.~ and requi'f'menIS undt', ,h(' f~("a' Ttulh in lendinfC Act, similar st"'t~ .nd foe.l rf)ll~uml"f ("r('f#lt l.w.' .nd olhe-r rl".ul,1'ions ,II the-
Own('r'$ ilnd Architecl's princip.ll p'.CC$ 01 husineu, lh(' loc.rion 01 thr. 'rO;f'Cf .nd (.h('Whf.r(' molY "flecl thr v./idi'y 01 Ih;$ prnvisiufl. SPf'Cilic; l('pl
Mlvic(O should he obt.ined wilh r(,s~' 10 drlf;'tion. mndilintion, or othrr rMJUirrmNU5 SUf.h .11 ""riUrn di,rlnsur(,$ or "".Ii"..,..!
14.7 The Owner and the Architect agree in accordance with the Terms and Conditions af this Agreement that:
14.7.1 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation
shall be equilably adjusted.
14.7.2 IF THE SERVICES covered by this Agreement have not been completed within
( ) months of the date hereof, through no fault of the Architect, the amounts of compensation, rates and
muhiples set forth herein shall be equitably adjusted.
10 .141.19"
AlA DOCUMENT 1141 . OWNER-ARCHITECT AGREEMENT. THIRT([NTH EDITION. JULY 1977 . 11.111.-. @1m
THE AMERICAN INSTITUTE Of ARCHITECTS, 173S NEW YORK AVENUE, N.W., WASHINCTON, D.C. lOOO6
ARTICLE 15
OTHER CONDITIONS OR SERVICES
15.1 Owner requires Architect to furnish additional services as follows:
1. topographic survey of the property,
2. soil analysis form an independent testing lab,
3. measure-up of the existing building at a cost not to exceed $600.00.
all at owners expense.
15.2 Paragraph 1.3.2 is ammended to read as follows:
1.3.2. Subject to the approval of the Owner the Architect shall prepare
the necessary bidding information, bidding forms, the conditions
of the contract, in the form of agreement. between the Owner and the
contractor. Architect will make good faith effort to comply with
all requirements of any project grants or applicable federal, state
or local laws.
AlA DOCUMENT '141 . OWNEI.AICHIUCT ACIUM(NT. THlIt([NIH EDITION. JUly,m. A'''. . tD 1m
THE AMERICAN INSTitUTE Of ARCHITECTS, 173S NEW YOlK AV[NUE, N.W., WASHINGTON, DC. 2OOD6
1141-19" 11
This Agreement entered into as of the day and year first written above.
OWNER
CITY OF PARIS
ARCHITECT
WILLIAM M. LIGHTFOOT, A.I.A
BY
George Fisher, Jr., Mayor
BY
William M. Lightfoot
ATTEST:
Mattie Cunningham, City Clerk
12 1141-1977
AlA DOCUMENT 1141 . OWNER.ARCHITECT AGREEMENT. THIRTEENTH EDITION. JULY 1m. AlAe. e 1977
THE AMERICAN INSTITUTE: Of ARCHITECTS, 17]5 NEW YORK AVENUE. N,W., WASHINGTON, D.C. 2UU