ARTICLE 7 ARCHITECT'S ACCOUNTING RECORDS 7.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a Multiple of Direct Personnel Expense shall be 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 Specifications as instruments of service 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, including reproducible copies, of Drawings and Specifications for information and reference in connection with the Owner's use and occupancy of the Project. The Drawings and Specifications shall not be used by the Owner on other projects, for additions to this Project or for completion of this Project by others provided the Architect is not in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. 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 publication in derogation of the Architect'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 Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining unless the parties mutually agree otherwise. No arbitration, arising out of or relating 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 containing a specific reference to this Agreement and signed by the Architect, the Owner, and any other person sought to be joined. Any consent to arbitration involving an additional 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 Agreement 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 arbitration law. 9.2 Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement 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 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 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 termination. 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 Architect, the Architect shall be compensated for all services performed to termination date, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 10.4. MISCELLANEOUS PROVISIONS 11.1 Unless otherwise specified, this Agreement shall be governed by the law of the principal place of business of the Architect. 11.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 11.3 As 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 relevant 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, consultants, agents and employees of the other for damages covered by any property insurance during construction as set forth in the edition of AIA Document A201, General Conditions, 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. AJA DOCUMENT B161 DESIGNATED SERVICES AGREEMENT NOVEMBER 1977 EDITION AIA • 1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B161-1977 7 8 B161-1977 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 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 dollars ($ shall be made upon execution of this Agreement and credited to the Owner's account as follows: 14.2.1 FOR DESIGNATED SERVICES, as identified and described in the Scope of Designated Services attached to and made a part of this Agreement, and any other services included in Article 15 as part of Designated Services, compensation shall be computed by the following methods for the particular Services so indicated in the Scope of Designated Services: (Here identify basis of compensation, including fixed amounts, rates, multiples or percentages, as applicable, and identify Phases to which particular methods of compensation apply, as appropriate) METHOD A: MULTIPLE OF DIRECT SALARY EXPENSE Compensation for services rendered by Principals and employees shall be based on a multiple of ( ) times their Direct Salary Expense as defined in Paragraph 4.1, and for consultants as described in Subparagraph 14.4.2. METHOD B: MULTIPLE OF DIRECT PERSONNEL EXPENSE Compensation for services rendered by Principals and employees shall be based on a multiple of ( -) times their Direct Personnel Expense as defined in Paragraph 4.2, and for consultants as described in Subparagraph 14.4.2. METHOD C: PROFESSIONAL FEE PLUS EXPENSES Compensation shall be based on a Professional Fee of ple of ) plus compensation for services rendered by Principals and employees based on a multi( ) times their Direct (Salary) (Personnel) Expense as defined in Article 4, and for consultants as described in Subparagraph 14.4.2. METHOD D: PERCENTAGE OF CONSTRUCTION COST Compensation for services rendered by Principals and employees shall be based on the following hourly rates, and for consultants as described in Subparagraph 14.4.2: 3. Technical Level I time at the fixed rate of dollars ($ ) per hour. For the 4. Technical Level II time at the fixed rate of dollars ($ ) per hour. For the 5. Technical Level III time at the fixed rate of dollars ($ ) per hour. For the purposes of this Article, Technical Level III personnel include those in the following positions: AIA DOCUMENT 8161 DESIGNATED SERVICES AGREEMENT NOVEMBER 1977 EDITION AIA 1977 B161-1977 9 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Designated Services shall be made as provided in Subparagraph 6.1.2, so that Compensation for each Phase to which such Method applies shall equal the following percentages of the total Compensation determined by such Method: 1. Predesign Phase: 2. Site Analysis Phase: 3. Schematic Design Phase: 4. Design Development Phase: 5. Construction Documents Phase: 6. Bidding or Negotiation Phase: 7. Construction Contract Administration Phase: 8. Postconstruction Phase: 9. Supplemental Services: percent ( %) 14.3 FOR PROJECT REPRESENTATION BEYOND DESIGNATED SERVICES, as described in Paragraph 1.3, Compensation shall be computed separately in accordance with Subparagraph 1.3.2. 14.4.1 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragraph 1.4 and identified in the Scope of Designated Services as Additional Services, but excluding Additional Services of consultants, compensation shall be computed based on Method as described in Subparagraph 14.2.1. (Above insert the identifying letter and name of method of compensation applicable to Additional Services of the Architect) 14.4.2 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those identified in Article 15 or in the Scope of Designated Services attached to and made a part of this Agreement, as part of Additional Services, a multiple of () times 14.5 14.6 the amounts billed to the Architect for such services. FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 15 as Reimbursable 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 Architect. (Here insert any rate of interest agreed upon) 14.7 (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business the location of the Project and elsewhere may affect the validity of this provision Specific legal advice should be obtained with respect to deletion modification, or other requirements such as written disclosures or waivers } The Owner and the Architect agree in accordance with the Terms and Conditions of 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 equitably 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 multiples set forth herein shall be equitably adjusted. 10 B161-1977 AIA DOCUMENT B161 DESIGNATED SERVICES AGREEMENT. NOVEMBER 1977 EDITION AIA ® • © 19 |