STANDARD ARCHITECT AGREEMENT
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THE AMERICAN INSTITUTE OF ARCHITECTS
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AlA Document C161
Standard Form of Agreement Between
Architect and Consultant
for Designated Services
1979 EDITION
Recommended for use when the Owner-Architect Agreement is AlA Document:
B161/B162 Owner-Architect Agreement for Designated Services/Scope of Designated Services
B727 Owner-Architect Agreement for Special Services
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION
AGREEMENT
made as of the
Hundred and
Second
Ninety-Five
day of
November
in the year of Nineteen
BETWEEN the Architect:
Rowe Architects Incorporated
Architectural Engineering, Inc.
and the Consultant:
The Architect has made an agreement dated
January 7, 1993, Amended June 20, 1994
with
the Owner:
City of Clearwater
For the following Project:
New 70,000 GSFCity Office Building, Renovations & Code Up-dates to Existing City Hall Building, New 83,000 GSF
Police Headquarters Building on Existing Site, Demolition of Existing Police Bldg, New 500 car city parking garage.
which agreement is hereinafter referred to as the Prime Agreement and which provides for
furnishing professional services in connection with the Project described therein. A copy of
the Prime Agreement (from which compensation amounts may be deleted) is attached, made
a part hereof and marked Exhibit A.
The Architect and the Consultant agree as set forth below.
Copyright @ 1979 by The American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006. Reproduction
of the material herein or substantial quotation of its provisions without permission of the AlA violates the copyright laws of the
United States and will be subject to legal prosecution.
AlA DOCUMENT C161 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION . AIA~
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
C161 -1979 1
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I. THE CONSULTANT shall provide for the Architect, in accordance with the Terms and Conditions of this Agreement,
those professional services which the Architect is required to provide for the Owner under the attached copy of the
Prime Agreement and specifically designated therein by the symbol [ ] in the column headed BY ARCHITECT AS
OUTSIDE SERVICES in the SCHEDUlE(S) OF DESIGNATED SERVICES.
(Describe the type of engineering or other kind of consultant services.)
Provide the engineering services necessary to provide the design and construction documents to contstruct
a City-Wide Conduit Cable System as described in the attached letter proposal dated October 6, 1995,
to Bill Baker, Assistant City Manager for the City of Clearwater.
The part of the Project for which the Consultant is to provide such services is hereinafter called This Part of the Project.
The Consultant is the Architect's independent professional consultant for This Part of the Project, responsible for
methods and means used in performing the Consultant's services under this Agreement, and is not a joint venturer
with the Architect.
II. THE ARCHITECT shallbe the general administrator of the professional services for the Project and shall facilitate the
exchange of information among the consultants retained by the Architect for the Project as necessary for the coordi-
nation of their work.
Except as authorized by the Architect, all communication between the Consultant and the Owner or the Contractor
shall be forwarded through the Architect.
AlA DOCUMENT C161 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION. AlAI!>
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
C161 -1979 2
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TERMS AND CONDITIONS OF AGREEMENT BETWEEN ARCHITECT AND CONSULTANT
ARTICLE 1
CONSULTANT'S SERVICES
AND RESPONSIBILITIES
1.1 GENERAL
1.1.1 The Consultant shall perform the services under-
taken according to this Agreement with the Architect in
the same manner and to the same extent that the Archi-
tect is bound by the attached Prime Agreement to per-
form such services for the Owner. Except as set forth
herein the Consultant shall not have any duties or re-
sponsibilities for any other part of the Project.
1.1.2 The Consultant shall designate, when necessary, a
representative authorized to act in the Consultant's behalf
with respect to This Part of the Project.
1.1.3 The Consultant shall ascertain the requirements for
This Part of the Project and shall confirm such require-
ments to the Architect.
1.1.4 The Consultant shall attend necessary conferences,
be available for general consultation and make recom-
mendations regarding This Part of the Project.
1.1.5 The Consultant's services shall be performed in
character, sequence and timing so that they will be co-
ordinated with those of the Architect and all other con-
sultants for the Project.
1.1.6 The Consultant shall recommend to the Architect
the obtaining of such investigations, surveys, tests, analy-
ses and reports as may be necessary for the proper execu-
tion of the Consultant's services.
1.1.7 The Consultant shall provide progress copies of
drawings, reports, specifications and other necessary in-
formation to the Architect and other consultants. All as-
pects of the Work designed by the Consultant shall be
coordinated by the Consultant, and the Consultant shall
also become familiar with the Work designed by the
Architect and other consultants as necessary for the proper
coordination of the Project.
1.1.8 The Consultant shall cooperate with the Architect
in determining the proper share of the construction
budget to be allocated to This Part of the Project.
1.1.9 If the Prime Agreement requires the Architect to
provide any Statements of Probable Construction Cost,
the Consultant shall provide to the Architect Statements
of Probable Construction Cost of This Part of the Project.
1.1.10 The Consultant shall not be responsible for the
acts or omissions of the Architect, the Architect's other
consultants, the Contractor, any Subcontractors, any of
their agents or employees, or any other persons perform-
ing any of the Work.
1.2 CONSTRUCTION CONTRACT ADMINISTRATION PHASE
The following Terms and Conditions shall apply to
any Construction Contract Administration Phase ser-
vices included in the Consultant's Designated Ser-
vices as defined in I.
1.2.1 The Construction Phase will commence with the
award of the Contract for Construction and, together with
the Consultant's obligation to provide services under this
Phase of the Agreement, will terminate when final pay-
ment to the Contractor is due or, in the absence ofa final
Certificate for Payment or of such due date, sixty days
after the Date of Substantial Completion of the Work,
whichever occurs first.
1.2.2 The Consultant shall assist the Architect in the ad-
ministration of the Contract for Construction with respect
to This Part of the Project as set forth below and in the
edition of AlA Document A201, General Conditions of
the Contract for Construction, identified in the Prime
Agreement.
1.2.3 The Consultant shall visit the site at intervals ap-
propriate to the stage of construction for This Part of the
Project, or as otherwise agreed with the Architect in writ-
ing, to become generally familiar with the progress and
quality of the Work for This Part of the Project and to
determine in general if such Work is proceeding in ac-
cordance with the Contract Documents. However, the
Consultant shall not be required to make exhaustive or
continuous on-site inspections to check the quality or
quantity of the Work for This Part of the Project. On the
basis of such on-site observations as a consultant, the
Consultant shall keep the Architect informed of the prog-
ress and quality of the Work for This Part of the Project
and shall endeavor to guard the Owner against defects
and deficiencies in such Work of the Contractor.
1.2.4 The Consultant shall not have control or charge of,
and shall not be responsible for, construction means,
methods, techniques, sequences or procedures, for safety
precautions and programs in connection with the Work,
for the acts or omissions of the Contractor, Subcontrac-
tor's 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.
1.2.5 The Consultant shall at all times have access to the
Work for This Part of the Project wherever it is in prepa-
ration or progress.
1.2.6 The Consultant, based on observations at the site
and on evaluations of the Contractor's Applications for
Payment, shall assist the Architect in determining the
amounts owing to the Contractor for This Part of the
Project and shall certify such amounts to the Architect.
Such certification shall be in writing if r,equested.
1.2.7 Certification by the Consultant to the Architect of
an amount owing to the Contractor shall constitute a rep-
resentation by "the Consultant to the Architect that, based
on the Consultant's observations at the site as provided
in Subparagraph 1.2.3 and the data comprising the Con.
tractor's Application for Payment, the Work for This Part
of the Project has progressed to the point indicated; that,
to the best of the Consultant's knowledge, information
and belief, the quality of such Work is in accordance with
the Contract Documents (subject to an evaluation of such
Work for conformance with the Contract Documents
upon Substantial Completion, to the results of any subse-
quent tests requi red by or performed under the Contract
Documents, to minor deviations from the Contract Docu-
ments correctable prior to completion, and to any specific
qualifications stated by the Consultant); and that theCon-
tractor is entitled to payment in the amount certified.
AlA DOCUMENT C161 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION. AlAe
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
C161 -1979 3
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1.2.8 Upon written request of the Architect, the Con-
sultant shall furnish to the Architect, with reasonable
promptness, written interpretations of the Contract Docu-
ments prepared by the Consultant, if, in the opinion of
the Architect, such interpretations are necessary for the
proper execution or progress of the Work.
1.2.9 The Consultant shall render written recommenda-
tions, 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 This
Part of the Project or the interpretation of the Contract
Documents.
1.2.10 The Consultant shall assist the Architect in deter-
mining whether the Architect shall reject Work for This
Part of the Project which does not conform to the Con-
tract Documents or whether special inspection or testing
is required.
1.2.11 The Consultant shall review and approve, or take
other appropriate action upon, and forward to the Archi-
tect for final disposition the Contractor's submittals such
as Shop Drawings, Product Data and Samples with respect
to This Part of the Project; 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 Consultant's approval of a specific item shall not indi-
cate approval of an assembly of which the item is a
component.
1.2.12 The Consultant shall assist the Architect in pre-
paring Change Orders for This Part of the Project for the
Owner's approval and execution in accordance with the
Contract Documents. The Consultant shall recommend to
the Architect 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.
1.2.13 The Consultant shall assist the Architect in con-
ducting inspections, with respect to This Part of the
Project, to determine the dates of Substantial Completion
and final completion, and shall review and approve, or
take other appropriate action on, the Contractor's list of
items to be completed or corrected and shall forward the
list to the Architect for final disposition. The Consultant
shall assist the Architect in receiving and forwarding to
the Owner for the Owner's review written warranties and
related documents required by the Contract Documents
and assembled by the Contractor with respect to This Part
of the Project. If requested, the Consultant shall issue to
the Architect a final certificate in writing with respect to
final payment for This Part of the Project.
1.3 PROJECT REPRESENTATION
1.3.1 If more extensive representation at the site than is
described under Paragraph 1.2 is required for This Part of
the Project, the Consultant shall, if requested by the
Architect, provide one or more Project Representatives to
assist the Consultant in carrying out such responsibilities
at the site.
1.3.2 Such Project Representatives shall be selected, em-
ployed and directed by the Consultant, and the Consultant
shall be compensated therefor as set forth in an exhibit
appended hereto or an amendment to this Agreement.
Such exhibit or amendment shall describe the duties, re-
sponsibilities and limitations of authority of such Project
Rep resenta tives.
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1.3.3 Through the observations of such Project Repre-
sentatives, the Consultant shall endeavor to provide fur-
ther protection for the Owner against defects and de-
ficiencies in the Work for This Part of the Project, but the
furnishing of such Project representation shall not modify
the rights, responsibilities or obligations of the Consultant
as described in Paragraph 1.2.
1.4 ADDITIONAL SERVICES
The following services are not included as Desig-
nated Services unless so identified in Article 17.
These services and any other services identified as
Additional Services in the Scope of Designated Ser-
vices attached to and made a part of this Agreement
shall be provided if authorized or confirmed in writ-
ing by the Architect, and they shall be paid for by
the Architect as provided in this Agreement, in addi-
tion to the compensation for Designated Services.
1.4.1 Providing services in connection with the work of
a construction manager or separate consultants retained
by the Owner.
1.4.2 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
documents or are due to other causes not solely within
the control of the Consultant.
1.4.3 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 Construc-
tion Cost is not commensurate with the services required
of the Consultant, provided such Change Orders are re-
quired by causes not solely within the control of the
Consultant.
1.4,4 Providing consultation concerning replacement of
any Work damaged by fire or other cause during con-
struction, and furnishing services as may be required in
connection with the replacement of such Work.
1.4~5 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 the Contractor under the Contract
for Construction.
1.4.6 Providing services, other than those identified in
the Scope of Designated Services, after issuance to the
Owner of the final Certificate for Payment, or in the ab-
sence of a final Certificate for Payment, more than sixty
days after the Date of Substantial Completion of the
Work.
1.4.7 Providing any other services not otherwise in-
cluded in this Agreement or not customarily furnished in
accordance with generally accepted practice of the Con-
sultant's profession.
1.5 TIME
1.5.1 The Consultant shall perform Designated and Ad-
ditional Services as expeditiously as is consistent with pro-
fessional skill and care and the orderly progress of the
Work. Upon request of the Architect, the Consultant shall
submit, for the Architect's approval, a schedule for the
performance of the Consultant's services which shall be
adjusted as required as the Project proceeds, and which
shall include allowances for periods of time required for
the Owner's and the Architect's review and approval of
4 C161 -1979
AlA DOCUMENT C161 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION. AlAS
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006
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submissions and for approvals of authorities having juris-
diction over the Project. This schedule, when approved
by the Architect, shall not, except for reasonable cause,
be exceeded by the Consultant.
ARTICLE 2
THE ARCHITECT'S RESPONSIBILITIES
2.1 The Architect shall, with reasonable promptness,
provide all available information regarding the require-
ments for This Part of the Project.
2.2 The Architect shall designate, when necessary, a
representative authorized to act in .the Architect'~ behalf
with respect to This Part of the ProJect. The Architect, or
such authorized representative, shall examine documents
submitted by the Consultant and shall render decisions
pertaining thereto promptly, to avoid unreasonable delay
in the progress of the Consultant's services.
2.3 If the Consultant deems it necessary for This Part of
the Project, the Architect shall require the Owner to fur-
nish with reasonable promptness, a certified land su rvey
and'legal description of the site giving, as applicable,
grades and lines of streets, alleys, pavements and adJoin-
ing property; rights-of-way, restrictions, easements, en-
croachments, zoning, deed restrictions, boundaries and
contours of the site; locations, dimensions and complete
data pertaining to existing buildings, other improvements
and trees; and full information concerning available ser-
vice and utility lines, both public and private, above and
below grade, including inverts and depths.
2.4 If the Consultant deems it necessary for This Part of
the Project, the Architect shall furnish to the Consultant,
with reasonable promptness, (1) detailed layouts showing
the location of connections, and (2) tabulations giving
sizes and loads of equipment designed, specified or fur-
nished by others for incorporation into other parts of the
Project.
2.5 If the Consultant deems it necessary for This Part of
the Project, the Architect shall require the Owner to fur-
nish, with reasonable promptness, the services of a soil
engineer or other consultant. 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 deter-
mining subsoil, air and water conditions, with reports and
appropriate professional recommendations.
2.6 The Architect shall require the Owner to furnish
structural, mechanical, chemical and other laboratory
tests, inspections and reports required by law or the
Contract Documents.
2.7 The services, information, surveys and reports re-
quired by Paragraphs 2.3 through 2.6, inclusive, shall be
furnished at no expense to the Consultant who shall be
entitled to rely upon the accu racy and completeness
thereof.
2.8 If the Architect observes or otherwise becomes
aware of any fault or defect with respect to This Part of
the Project, or nonconformance with the Contract Docu-
ments, prompt written notice thereof shall be given by
the Architect to the Consultant.
2.9 The Architect shall consult with the Consultant be-
fore issuing interpretations or clarifications of the Con-
sultant's Drawings and Specifications and shall request
the recommendation of the Consultant before acting
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upon Shop Drawings, Product Data, Samples or other
submissions of the Contractor, or upon Change Orders
affecting This Part of the Project.
2.10 The Architect shall furnish to the Consultant a copy
of Statements of Probable Construction Cost or Detailed
Estimates of Construction Cost as submitted to the Owner,
bidding documents, bid tabulations, negotiated proposals
and Contract Documents (including Change Orders as
issued) to the extent that they pertain to This Part of the
Project.
2.11 The Architect shall advise the Consultant of the
identity of other consultants participating in the Project
and the scope of their services.
2.12 The Architect shall review the Consultant's work
for compliance with the Owner's program and for ove:all
coordination with the architectural and other consultmg
req ui rements.
ARTICLE 3
CONSTRUCTION COST
3.1 The Construction Cost of the Project shall be the
total cost or estimated cost to the Owner of all elements
of the Project designed or specified by the Architect or
the Architect's consultants. The Construction Cost of This
Part of the Project shall be the total cost or estimated cost
to the Owner of all elements of the Project designed or
specified by the Consultant.
3.2 The Construction Cost of the Project or of This Part
of the Project shall include at current market rates, in-
cluding a reasonable allowance for overhead and profit,
the cost of labor and materials furnished by the Owner
and any equipment which has been designed, specified,
selected or specially provided for by the Architect and the
Architect's consultants.
3.3 Construction Cost does not include the compensa-
tion 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 Architect as provided in Article 2,
or which are the responsibility of the Owner as defined in
the Prime Agreement.
3.4 Evaluations of the Owner's Project budget, State-
ments of Probable Construction Cost and Detailed Esti-
mates of Construction Cost, if any, prepared by the Con-
sultant, represent the Consultant's best judgment as a
design professional familiar with the construction indus-
try. It is recognized, however, that neither the Consultant
nor the Architect 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 Consultant
cannot and does not warrant or represent that bids or
negotiated prices for This Part of the Project will not vary
from the Project budget proposed, established or ap-
proved by the Owner, if any, or from any Statement of
Probable Construction Cost or other cost estimate or eval-
uation prepared by the Consultant.
3.5 If a fixed limit of Construction Cost has been estab-
lished as a condition of the Prime Agreement, the Archi-
tect and the Consultant shall establish, if practicable, a
fixed limit of Construction Cost for This Part of the
Project. If such a fixed limit is established, the Consultant,
after consultation with the Architect, shall be permitted
to include contingencies for design, bidding and price
escalation, to determine what materials, equipment, com-
AlA DOCUMENT C1&1 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION. AIA@
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE~UE, N.W., WASHINGTON, D.C 20006
C161 -1979 5
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ponent systems and types of construction are to be in-
cluded in the Contract Documents with respect to This
Part of the Project, and to make reasonable adjustments
in the scope of This Part of the Project to bring it within
the fixed limit. If required, the Consultant shall assist
the Architect in including in the Contract Documents
alternate bids to adjust the Construction Cost to the fixed
limit. Any such fixed limit shall be increased in the
amount of any increase in the Contract Sum related to
This Part of the Project occurring after execution of the
Contract for Construction.
3.5.1 If the Bidding or Negotiation Phase for This Part
of the Project has not commenced within three months
after the Architect submits the Construction Documents
to the Owner, any Project budget or fixed limit of Con-
struction Cost for This Part of the Project established as a
condition of this Agreement shall be adjusted to reflect
any change in the general level of prices in the construc-
tion industry between the date of submission of the Con-
struction Documents to the Owner and the date on which
bids or proposals are sought.
3.5.2 If a Project budget or fixed limit of Construction
Cost for This Part of the Project (adjusted as provided in
Subparagraph 3.5.1) is exceeded by the lowest bona fide
bid or negotiated proposal, the Architect may require the
Consultant, without additional charge, to modify the
Consultant's Drawings and Specifications for This Part of
the Project as necessary to bring the Construction Cost
thereof within such fixed limit for This Part of the Project.
If it was not practicable to establish a fixed limit of Con-
struction Cost for This Part of the Project, and if the low-
est bona fide bid or negotiated proposal, the Detailed
Estimate of Construction Cost or the Statement of Prob-
able Construction Cost established for the entire Project
(including the bidding contingency) exceeds the fixed
limit of Construction Cost of the entire Project, the Archi-
tect may require that the Drawings and Specifications pre-
pared by the Consultant be modified without additional
compensation as necessary to make them bear a reason-
able portion of the burden of reducing the Construction
Cost of This Part of the Project so that the fixed limit of
Construction Cost for the entire Project is not exceeded.
The providing of such service shall be the limit of the
Consultant's responsibility in this regard, and having done
so the Consultant shall be entitled to compensation for all
services performed in accordance with this Agreement.
ARTICLE 4
DIRECT SALARY AND
DIRECT PERSONNEL EXPENSE
4.1 Direct Salary Expense is defined as the direct salaries
of all the Consultant's personnel engaged on the Project,
but does not include the cost of contributions and bene-
fits related thereto, whether mandatory or customary, as
described in Paragraph 4.2 and included in Direct Person-
nel Expense.
4.2 Direct Personnel Expense is defined as the direct
salaries of all the Consultant's personnel engaged on the
Project, and the portion of the cost of their mandatory
and customary contributions and benefits related thereto,
such as employment taxes and other statutory employee
benefits, insurance, sick leave, holidays, vacations, pen-
sions, and similar contributions and benefits.
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ARTICLE 5
REIMBURSABLE EXPENSES
5.1 Reimbursable Expenses are in addition to com-
pensation for Designated and Additional Services and in-
clude actual expenditures made by the Consultant and the
Consultant's employees and consultants in the interest of
the Project (to the extent they are reimbursable by the
Owner under the Prime Agreement) for the expenses
listed in the following Subparagraphs:
5.1.1 Expense of transportation in connection with the
Project; living expenses in connection with out-of-town
travel; long distance communications; and fees paid for
securing approvals of authorities having jurisdiction over
the Project.
5.1.2 Expense of reproductions, postage and handling of
Drawings, Specifications and other documents, excluding
reproductions for the office use of the Consultant, the
Architect and the Architect's other 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 in advance by the Architect, expense
of overtime work requiring higher than regular rates.
5.1.5 Expense of renderings, models and mock-ups re-
quested by the Architect.
5.1.6 Expense of any additional insurance coverage or
limits, including professional liability insurance in excess
of the requirements of Article 16.
ARTICLE 6
PAYMENTS TO THE CONSULTANT
6.1 PAYMENTS
6.1:1 Payments for Services and Reimbursable Expenses
sha'lI be made on the basis set forth in Article 15.
6.1.2 The Architect shall disclose to the Consultant, prior
to the execution of this Agreement, any contingent or
other special provisions relative to compensation that are
included in the Architect's understanding with the Owner
or in the Prime Agreement.
6.1.3 The Consultant shall submit, in timely fashion, in-
voices for Designated Services, Additional Services and
Reimbursable Expenses. The Architect shall review such
invoices and, if they are considered incorrect or untimely,
the Architect shall review the matter with the Consultant
and confirm, in writing to the Consultar;lt within ten days
from receipt of the Consultant's billing, the Architect's
understanding of the disposition of the issue.
6.1.4 If and to the extent that the Contract Time initially
established in the Contract for Construction is exceeded
or extended through no fault of the Consultant, compen-
sation for any Designated Services required for such ex-
tended period of Administration of the Construction Con-
tract shall be computed as set forth in Paragraph 15.3 for
Additional Services.
6.1.5 When compensation is based on a percentage of
Construction Cost, and any portions of the Project are
deleted or otherwise not constructed, compensation for
such portions of the Project shall be payable to the extent
services a re performed on such portions, in accordance
with the schedule set forth in Subparagraph 15.1.2, based
on (1) the lowest bona fide bid or negotiated proposal, or
(2) if no such bid or proposal is received, the most recent
6 C161 -1979
AlA DOCUMENT C161 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT' JUNE 1979 EDITION. AlAS
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
)
Statement of Probable Construction Cost or Detailed Esti-
mate of Construction Cost for such portions of the
Project.
6.2 PAYMENTS WITHHELD
6.2.1 No deductions shall be made from the Consultant's
compensation on account of penalty, liquidated damages
or other sums withheld from payments to contractors, or
on account of the cost of changes in the Work other than
those for which the Consultant is held legally liable.
6.3 PROJECT SUSPENSION OR ABANDONMENT
6.3.1 If the Project is suspended or abandoned in whole
or in part for more than three months, for reasons other
than the fault of the Consultant, the Consultant shall be
compensated for all services performed prior to receipt
of written notice from the Architect 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 Consultant's compensation
shall be equitably adjusted.
ARTICLE 7
CONSULTANT'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 Salary or Direct Per-
sonnel Expense shall be kept on the basis of generally
accepted accounting principles and shall be available to
the Architect or the Architect's authorized representative
at mutually convenient times.
ARTICLE 8
OWNERSHIP AND USE OF DOCUMENTS
8.1 Except for reference and coordination pu rposes in
connection with future additions or alterations to the
Work, Drawings and Specifications prepared by the Con-
sultant as instruments of service are and shall be the
property of the Architect whether the Project for which
they are made is executed or not. The Consultant shall be
permitted to retain copies, including reproducible copies,
of Drawings and Specifications for such information and
reference. The Drawings and Specifications shall not be
used by the Architect on other projects, or for completion
of this Project by others provided the Consultant is not in
default under this Agreement, except by agreement in
writing and with appropriate compensation to the Con-
su Itant.
8.2 Neither the Architect nor the Consultant shall make
changes in the other's Drawings and Specifications with-
out written permission of the other party.
8.3 The Consultant shall maintain on file, and make
available to the Architect, design calculations for This Part
of the Project, and shall fu rnish copies thereof to the
Architect on request.
8.4 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 dero-
gation of the Architect's or the Consultant's rights.
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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 Construc-
tion Industry Arbitration Rules of the American Arbitra-
tion 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 Consultant and any other person sought to
be joined. Any consent to arbitration involving an addi-
tional 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 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 is terminated if and when the
Prime Agreement is terminated. The Architect shall
promptly notify the Consultant of such termination.
10.2 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 th,e termination.
10.3 Subject to the provisions of Article 15, and in the
event of termination which is not the fault of the Con-
sultant, the Consultant shall be compensated for all ser-
vices performed to the termination date.
10.4 Termination Expenses include expenses directly at-
tributable to termination for which the Consultant is not
otherwise compensated, plus an amount computed as a
percentage of the total compensation for Designated and
Additional Services earned to the time of termination, as
follows:
.1 20 percent if termination occurs during the prede-
sign, Site Analysis or Schematic Design Phase; or
.2 10 percent if termination occurs during the Design
Development Phase; or
.3 5 percent if termination occurs during any subse-
quent phase.
AlA DOCUMENT C1~1 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION. AIA<!I>
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ARTICLE 11
INSURANCE
11.1 The Architect and the Consultant shall each effect
and maintain insurance to protect themselves from claims
arising out of the performance of professional services
under this Agreement and caused by any error, omission
or negligent act for which they are legally liable. The
Architect and the Consultant shall each maintain this in-
surance in force, if available, after the completion of pro-
fessional services under this Agreement until the expira-
tion of any applicable statutes of limitations. In the event
there is no such statute specifically applicable to design
and construction of improvements to real property, this
insurance, if available, shall be maintained in force by
both the Architect and the Consultant for a reasonable
period after the Date of Substantial Completion of the
Project as agreed to by the Architect and the Consultant.
11.2 Unless otherwise agreed, the Architect and the
Consultant shall each effect and maintain insurance to
protect themselves from claims under workers' or work-
men's compensation acts; from claims for damages be-
cause of bodily injury including personal injury, sickness,
disease or death of any employees or of any other
person; from claims for damages because of injury to or
destruction of property including loss of use resulting
therefrom; and from damage to or destruction of property
including valuable papers and records coverage and in-
cluding loss of use resulting therefrom.
11.3 The insurance required by Paragraphs 11.1 and 11.2
shall be in the minimum limits required by law and as
provided in Article 16.
11.4 The Architect and the Consultant shall, upon re-
quest, furnish to each other Certificates of Insurance evi-
dencing the insurance carried in compliance with the
requirements of Paragraphs 11.1 and 11.2, including ap-
propriate evidence that each type of insurance has been
properly amended to include coverage for this specific
Project. These Certificates shall contain a provision that
at least 30 days' prior written notice wi II be given to each
other in the event of cancellation, reduction in or non-
renewal of the insurance.
ARTICLE 12
MISCELLANEOUS PROVISIONS
12.1 Unless otherwise specified, this Agreement shall be
governed by the law of the principal place of business of
the Architect.
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12.2 Terms in this Agreement shall have the same mean-
ings as those in AlA Document A201, General Conditions
of the Contract for Construction, current as of the date
identified in the Prime Agreement.
12.3 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 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.
12.4 The Architect and the Consultant 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 AlA Document A201, General Con-
ditions, current as of the date identified in the Prime
Agreement. The Consultant shall require appropriate simi-
lar waivers from the Consultant's contractors, consultants
and agents.
ARTICLE 13
SUCCESSORS AND ASSIGNS
13.1 The Architect and the Consultant, respectively, bind
themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and
to the partners, successors, assigns and legal representa-
tives of such other party with respect to all covenants of
this Agreement. Neither the Architect nor the Consultant
shall assign, sublet or transfer any interest in this Agree-
ment without the written consent of the other.
ARTICLE 14
EXTENT OF AGREEMENT
14.1 This Agreement represents the entire and integrated
agreement for This Part of the Project between the Archi-
tect and the Consultant and supersedes all prior negotia-
tions, representations or agreements, either written or
oral. This Agreement may be amended only by written
instrument signed by both the Architect and the Con-
sultant.
8 C161 -1979
AlA DOCUMENT C161 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION. AIA@
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
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ARTICLE 15
BASIS OF COMPENSATION
The Architect shall compensate the Consultant for the Scope of Services provided, in accordance with Article 6, Payments
to the Consultant, and the other Terms and Conditions of this Agreement, as follows:
15.1 COMPENSATION FORDESIGNATED SERVICES
15.1.1 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 17 as part of Designated Services, com-
pensation 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, multiples or percentages, as applicable, and identify phases to which particular
methods of compensation apply, as appropriate.)
The fee is a lump sum fixed fee of Sixty Thousand Dollars ($62,000.00) made up of the following components:
Architectural Engineering, Inc.
(Prime Consultant)
$19,500.00
Bay Resources
(Sub-Consultant)
$42,500.00
METHOD A: MULTIPLE OF DIRECT SALARY EXPENSE NA
Compensation for services rendered by Principals and employees shall be based on a multiple of
( ) times their Direct Salary Expense as defined in Paragraph 4.1, and for consultants as described in Sub-
paragraph 15.3.2.
METHOD B: MULTIPLE OF DIRECT PERSONNEL EXPENSE NA
Compensation for services rendered by Principals and employees shall be based on a multiple of
( ) times their Direct Personnel Expense as defined in Paragraph 4.2, and for consultants as described in
Subparagraph 15.3.2.
METHOD C: PROFESSIONAL FEE PLUS EXPENSES
N.A.
Compensation shall be based on a Professional Fee of dollars ($
compensation for services rendered by Principals and employees based on a multiple of
times their Direct (Salary) (Personnel) Expense as defined in Article 4, and for consultants as described
paragraph 15.3.2.
), plus
( )
in Sub-
METHOD D : PERCENTAGE OF CONSTRUCTION COST
N.A.
Compensation shall be based on percent (
of This Part of the Project) as defined in Article 3.
%) of the (Construction Cost) (Construction Cost
METHOD E: STIPULATED SUM
Compensation shall be a Stipulated Sum of
($ 62,000.00 ).
Sixty-Two Thousand and no/100 - - - - - --
dollars
A.IA. DOCUMENT C161 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION . AIA~
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
C161 -1979 9
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METHOD F: HOURLY BilLING RATES
Compensation for services rendered by Principals and employees shall be based on the following hourly rates,
and for consultants as described in Subparagraph 15.3.2:
1. Principals' time at the fixed rate of dollars ($ 95.00 ) per hour. For the purposes of this
Article, the Principals are:
W. Ronald Mcilveen, P.E.
2. Supervisory time at the fixed rate of dollars ($ ) per hour. For the purposes of this
Article, Supervisory personnel include those in the following positions:
3. Technical level I time at the fixed rate of dollars ($ ) per hour. For the purposes of this
Article, Technical level I personnel include those in the following positions:
4. Technical level 11 time at the fixed rate of dollars ($ ) per hour. For the PUi poses of this
Article, Technical level II personnel include those in the following positions:
5. Technical level 111 time at the fixed rate of dollars ($ ) per hour. For the purposes of this
~Hl1Jfe?t.c~~f6~ lelll~11~ersonnel include those in the following positions:
Michael R. Nash $42.69
Rafael J. Yturriaga $32.95
METHOD G: MULTIPLE OF AMOUNTS BillED TO CONSULTANT
Services of consultants at a multiple of
such services.
) times the amounts billed to the Consultant for
METHOD H: OTHER METHOD
Compensation shall be computed as follows:
15.1.2 Where compensation is based on a Stipulated Sum, Percentage of Construction Cost, or Percentage of Construc-
tion Cost of This Part of the Project, payments for Designated Services shall be made as provided in Subpara-
graph 6.1.3 so that compensation for each phase to which such method applies shall equal the following per-
centages of the total compensation determined by such method:
1. Predesign Phase: percent N.A. %)
2. Site Analysis Phase: percent IN.A. %)
3. Schematic Design Phase: percent (15 %)
4. Design Development Phase: percent (20 %)
5. Construction Documents Phase: percent (40 %)
6. Bidding or Negotiation Phase: percent (5 %)
7. Construction Contract Administration Phase: percent (20 %)
8. Postconstruction Phase: percent (N.A. %)
9. Supplemental Services: percent N.A. %)
15.2 FOR PROJECT REPRESENTATION BEYOND DESIGNATED SERVICES, as described in Paragraph 1.3, compensation
shall be computed separately in accordance with Subparagraph 1.3.2.
AlA DOCUMENT C161 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION. AlAS
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15.3 COMPENSATION FOR ADDITIONAL SERVICES
15.3.1 FOR ADDITIONAL SERVICES OF THE CONSULTANT as described in Paragraph 1.4, and also for those identified
in the Scope of Designated Services as Additional Services, but excluding Additional Services of consultants
employed by the Consultant, compensation shall be computed based on MethodSee attached fee schedule.
as described in Subparagraph 15.1.1.
(Above insert the identifying letter and name of method of compensation applicable to Additional Services of the Consultant.)
15.3.2 FOR ADDITIONAL SERVICES OF CONSULTANTS employed by the Consultant, as provided under Subparagraph
15.3.1 and identified in Article 17, a multiple oOne point zero ~.O) times the amount billed to the
Consultant for such services.
15.4 FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 17 as Reimburs-
able Expenses, a multiple of None () times the amounts expended by the Consultant, the
Consultant's employees and consultants in the interest of the Project.
15.5 The Architect and the Consultant agree in accordance with the Terms and Conditions of this Agreement that:
15.5.1 IF THE SCOPE of This Part of the Project or of the Consultant's Services is changed materially, the amounts of
compensation shall be equitably adjusted.
15.5.2 IF THE SERVICES covered by this Agreement have not been completed withiJ:ighteen
(18 ) months of the date hereof, through no fault of the Consultant, the amounts of compensation, rates and
multiples set forth herein shall be equitably adjusted.
15.6 PAYMENT PROVISIONS
(Insert provisions as to conditions, contingencies, times, manner and other particulars concerning payments, including any provisions for the payment
of interest.)
At the normal completion of work phases as described in 15.1.2, the consultant shall invoice the Architect, who
will in turn invoice the City of Clearwater. Upon payment of the invoice by the City of Clearwater the Architect
will pay the consultant within a maximum of ten days thereafter.
AlA DOCUMENT C161 . ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION. AIAiIl
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
C161 -1979 11
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ARTICLE 16
INSURANCE COVERAGES
IAfter consultation with insurance counsel for the Architect and for the Consultant, insert the minimum limits of insurance required for each type of insurance
required in Paragraphs 11.1 and 11.2, and any other coverages which may be necessary to protect them.)
Provide copies of Liability Coverage Certificates to the Architect for both this consultant and it's consultant with the
return of this contract fully executed.
AlA DOCUMENT C161 . ARCHITECT.CONSUlTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION . AIA~
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
C161 -1979 12
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ARTICLE 17
OTHER CONDITIONS OR SERVICES
This Agreement entered into as of the day and year first written above.
CONSULTANT
Architectural Engineering, Inc.
ARCHITECT
Rowe rchitects Incorporated
Ron Mcilveen, PE
AlA DOCUMENT CUt. ARCHITECT-CONSULTANT DESIGNATED SERVICES AGREEMENT. JUNE 1979 EDITION. AlAe
@ 1979 . THE AMERICAN INSTITUTE OF ARCHITECTS, 173S NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006
C161 -1979 13