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HomeMy WebLinkAbout80-72 .. . THE CORPORATION OF THE TOWN OF NEWCASTLE BY-LAW 80-72 Being a by-law to authorize the entering into an Agreement with Grant Robertson with regard to Architectural fees with respect to the New Base Line Community Centre The Council of the Corporation of the Town of Newcastle hereby ENACTS AS FOLLOWS: That the Mayor and Clerk are hereby authorized to execute on behalf of the Corporation of the Town of Newcastle and seal with the Corporation Seal an Agreement between Grant Robertson and the said Corporation dated the . JtA-- day of r ' 1980, which is attached hereto as Schedule "A". Read a first and second time this 10th day of June 1980. Read a third and final time this 10th day of June 1980. Garnet B. Rickard /,j.~,..Yj''c:;:t~4.-/ Mayor Joseph M, McIlroy ~ ~ ~" Clerk / " // .:---// . e e Standard Form Of Between Client and ~t'i4 ;:- ~ ~ ~ /d,7'V" RAIC Document 6 The Royal Architectural Institute of Canada r . . e e Standard Form of Agreement Between Client and Architect RAte Document 6 1 November 1978 Edition Agreement made as of the Hundred and f'ifth eight;y in the year of Nineteen day of June Between the Client: (Include name and address) Oorporation of the Town of' Newcastle 40 Temperance Street Bowmanville, Ontario, LlO 3.16 and the Architect: (Include name and a~~~ RObert8on~ Architect .3 Acadia Drive Oobourg, Ontario, K9A lTS For the following Project: (Include detailed description of Project location and scope.) Base Line Communit7 Oentre Basic Architectural Service. The Client and the Architect agree as set forth in the following terms and conditions. Certain provisions of this document have been derived, with modifications, from AlA Document B 141, Standard Form of Agreement Between Owner and Architect, 1977 Edition @ 1977, The American Institute of Architects, 1735 New York Avenue, N,W" Washington, DC 20006 USA, Reproduction herein is with the permission of AlA under application number 78044, Further reproduction of copyrighted AlA materials without separate written permission from AlA is prohibited. AlA"'. RAIC DOCUMENT 6 - 1978 1 .. " . . TERMS AND CONDITIONS OF AGREEMENT BETWEEN CLIENT AND ARCHITECT ARTICLE 1 DEFINITIONS 1.1 CONSTRUCTION COST Construction Cost means the Contract Price of all elements of the Project designed or specified by the Architect. Where there is no Contract Price for all or part of the Project, the Construction Cost shall be the estimated cost at current market rates as determined by the Architect. Construction Cost does not include the compensation 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 Client as provided in Article 3. 1.2 CONTRACT The Contract is the agreement between the Client and the Contractor for the provision of labour, materials, and equipment for the execution of the Work by the Contractor. 1.3 CONTRACT DOCUMENTS The Contract Documents consist of the executed Agreement between the Client and the Con- tractor, the General Conditions of the Contract, the Drawings, and such other documents as are identified in the Agreement and the General Conditions as constituting part of the Contract Documents. 1.4 CONTRACTOR The Contractor is the person, firm, or corporation contracting with the Client to provide labour, materials, and equipment for the execution of the Work. 1.5 SUBCONTRACTOR A Subcontractor is a person, firm, or corporation contracting with the Contractor to perform a part or parts of the Work included in the Contract, or to supply products worked to a special design according to the Contract Documents. 1.6 SUBSTANTIAL PERFORMANCE Substantial Performance of the Work is as defined in the Lien legislation applicable to the place of the Project. If such legislation is not in force or doe~ not contain such definition, Substantial Per- formance shall have been reached when the Work is ready for use or is being used for the pur- pose intended and is so certified by the Architect. 2 ARTICLE 2 ARCHITECT'S SERVICES AND RESPONSIBILITIES BASIC SERVICES The Architect's Basic Services consist of the six phases described in Paragraphs 2.1 through 2.6 and include normal structural, mechanical, and electrical engineering services and any other services included in Article 13 as part of Basic Services. 2.1 SCHEMATIC DESIGN PHASE 2.1.1 The Architect shall study the program and the budget furnished by the Client to ascertain the require- ments of the Project and shall review the under- standing of such requirements with the Client. 2.1.2. The Architect shall provide a preliminary evaluation of the program and the Project Budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 4.1. 2.1.3 The Architect shall review with the Client alternative approaches to design and construction of the Project. 2.1.4 Based on the mutually agreed upon program and budget requirements, the Architect shall prepare, for approval by the Client, Schematic Design Docu- ments consisting of drawings and other documents appropriate to the size of the project illustrating the scale and relationship of Project components. 2.1.5 The Architect shall submit to the Client an Estimate of Construction Cost based on current area, volume, or other unit costs. e 2.2 DESIGN DEVELOPMENT PHASE 2.2.1 Based on the approved Schematic Design Documents and approved budget, the Architect shall prepare, for approval by the Client, Design Develop- ment Documents consisting of drawings and other documents appropriate to the size of the Project to fix and describe the size and character of the entire Project as to architectural, structural, mechanical, and electri- cal systems, materials, and such other elements as may be appropriate. 2.2.2 The Architect shall review and if necessary revise the Estimate of Construction Cost and submit it to the Client. 2.3 CONSTRUCTION DOCUMENTS PHASE 2.3.1 Based on the approved Design Development Docu ments and budget, the Architect shall prepare, for approval by the Client, Construction Documents con- sisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. 2.3,2 The Architect shall advise the Client of any adjustments to previous Estimates of Construction Cost e RAIC DOCUMENT 6 - 1978 ." e indicated by changes in requirements or general market conditions. 2.3.3 The Architect shall prepare necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Client and the Contractor. 2.3.4 The Architect shall assist the Client in con- nection with the Client's responsibility for filing docu- ments required for the approval of governmental authorities having jurisdiction over the Project. 2.3.5 The Architect shall interpret codes, by-laws, and regulations as they apply to the Project. However the client acknowledges that as the Project progresses, the government authorities' interpretation of such codes, by-laws, and regulations may change and differ from the Architect's interpretation in ways which the Architect cannot reasonably anticipate. 2.4 BIDDING OR NEGOTIATION PHASE The Architect, following the Client's approval of the Construction Documents and of the latest Estimate of Construction Cost, shall assist the Client in obtaining bids or negotiated proposals, and in awarding and preparing contracts for construction. 2.5 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.5.1 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect shall provide administration of the Contract for Construction as set forth below. 2.5.2 During the Construction Phase the Architect shall be a representative of the Client, shall advise and consult with him, and shall have authority to act on his behalf to the extent provided in this Agreement. All instructions to the Contractor shall be forwarded through the Architect. 2.5.3 The Architect shall conduct inspections at in- tervals appropriate to the stage of construction which he considers necessary to enable him to determine if the Work is proceeding in general accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check. the quality or quantity of the Work. On the basis of such on-site observations, the Architect shall keep the Client informed of the pro- gress and quality of the Work, and shall endeavor to guard the Client against defects and deficiencies in the Work of the Contractor, but he shall not be responsible for identifying defects or deficiencies in the Work which are not reasonably apparent or visible at the time of such inspections and which result from the Con- tractor's failure to carry out the work in accordance with the Contract Documents. 2.5.4 The Architect shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures, odor safety precautions and programs in connection with the Work, nor will he be responsible for the acts or omissions of the Contractor, Subcontractors, or any e e 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. 2.5.5 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.5.6 The Architect shall determine the amounts owing to the contractor based on observations 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. 2.5.7 The issuance of a Certificate for Payment shall constitute a representation by the Architect to the Client, based on the Architect's observations at the site as provided in Subparagraph 2.5.3 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, informa- tion and belief, the quality ofthe Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. Such certification is subject to continuing evaluation of the Work as it progresses for general conformance with the Contract Documents, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Doc~r:nents c?~rec.table prior to.completion, and to any speCIfIC qualifIcatIons stated In the Certificate for Payment. The issuance of the 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 Price. 2.5.8 The Architect shall be the interpreter of the requirements of the Contract Documents and the ju?ge of the performance thereunder by both the Client and Contractor. The Architect shall render interpretations necessary for the proper execution or pr<;>gress of the Wor,k with reasonable promptness on wrrtten request of eIther the Client or the Contractor and shall render written decisions, within a reasonabl~ time, on all claims, disputes, and other matters in question between the Client and the Contractor re- lating to the execution or progress of the Work or the interpretation of the Contract Documents. 2.5.9 Interpretations and decisions of the Architect ~hall be consistent with the intent of and reasonably Inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the Architect shall endeavor to secure faithful performance by both the Client and the Con- trac~or, shall not show partiality to either, and shall not be liable for the result of any interpretation or decision rendered in good faith in such capacity. 2.5: 1~ The Architect's decisions 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 in- cluding those in question between the Client and the Contractor, shall be subject to review as provided in this Agreement and in the Contract Documents. RAIC DOCUMENT 6 - 1978 3 2.5.11 The Architect shall have the authority to reject Work which does not conform to the Contract Docu- ments. Whenever, in the Architect's opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Architect will have authority to require special inspection or testing of the Work, whether or not such Work be then fabricated, installed, or completed. 2.5.12 The Architect shall review or take other ap- propriate action upon the Contractor'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 Docu- ments. Such action shall be taken with reasonable promptness. The Architect's review of a specific item shall not indicate acceptance of an assembly of which the item is a component. 2.5.13 The Architect shall prepare Change Orders for the Client'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 Price or an extension of the Contract Time which are consistent with the intent of the Contract Documents. 2.5.14 The Architect shall determine the Date of Substantial Performance, shall receive and forward to the Client for the Client's review written warranties and related documents required by the Contract Docu- ments and assembled by the Contractor, and shall issue a final Certificate for Payment. 2.5.15 The extent of the duties, responsibilities, and limitations of authority of the Architect as the Client's representative during construction shall not be modi- fied or extended without written consent of the Client and the Architect. 2.6 POST-CONSTRUCTION PHASE The Architect shall assess any reported defects or deficiencies arising during the period of one year following certification of Substantial Performance, and if requested he shall inspect the Work with the Client prior to the expiry of that period. The Architect shall issue on behalf of the Client the necessary instructions to the Contractor if work is required to correct such defects or deficiencies. 2.7 CONTINUOUS REPRESENTATION AT THE SITE 2,7.1 If the Client and Architect agree that contin- uous representation at the site is required, the Archi- tect shall provide one or more Project Representatives to assist the Architect in carrying out such responsi- bi Iities. 2.7.2 Such Project Representatives shall be selected, employed, and directed by the Architect. The duties, responsibilities, and limitations of authority of such Project Representatives and the compensation to the Architect shall be as mutually agreed between the Client and the Architect. ., . 2.7.3 Through the observations by such Project Rep- resentatives, the Architect shall endeavour to provide a further protection for the Client against defects and ., deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities, or obligations of the Architect as described in Paragraph 2.5. 2.8 ADDITIONAL SERVICES The following Services are not included in Basic Ser- vices unless so identified in Article 13. They shall be provided if authorized or confirmed in writing by the Client, and they shall be paid for by the Client as provided in this Agreement, in addition to the com- pensation for Basic Services. 2.8.1 Providing analyses of the Client's needs, and programming the requirements of the Project. 2.8.2 Providing financial feasibility or other special studies. 2.8.3 Providing planning surveys, site evaluations, environmental studies, or comparative studies of pros- pective sites, and preparing special surveys, studies, and submissions required for approval of governmen- tal authorities or others having jurisdiction over the Project. 2.8.4 Providing services relative to future facilities, systems, and equipment which are not intended to be _ constructed during the Construction Phase. _ 2.8.5 Providing services to investigate existing condi- tions or facilities or to make measured drawings there- of, or to verify the accuracy of drawings or other information furnished by the Client. 2.8.6 Preparing documents of alternate, separate, or sequential bids or providing extra services in connec- tion with bidding, negotiation, or construction prior to the completion of the Construction Documents Phase, when requested by the Client. 2.8.7 Providing coordination of Work performed by separate contractors or by the Client's own forces. 2.8.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Client. 2.8.9 Providing Detailed Estimates of Construction Cost, analyses of owning and operating costs, or detailed quantity surveys or inventories of material, equipment, and labor. 2.8.10 Providing interior design and other similar services required for or in connection with the selec- tion, procurement, or installation of furniture, fur- nishings, and related equipment. 2.8.11 Providing services for planning tenant or rent- al spaces. 2.8.12 Making revisions in Drawings, Specifications, _ or other documents when such revisions are incon- _ sistent with written approvals or instructions previously 4 RAIC DOCUMENT 6 - 1978 . , e given, when such revisions are required by the enact- ment or revision of codes, laws, or regulations sub- sequent to the preparation of such documents, or when such revisions are due to other causes not solely within the control of the Architect. 2.8.13 Preparing Drawings, Specifications, and sup- porting data and providing other services in connec- tion with Change Orders to the extent that the adjust- ment in the Basic Compensation resulting from the adjusted Construction Cost is not commensurate with the services required of the Architect, provided such Change Orders are required by causes not solely within the control of the Architect. 2.8.14 Making investigations, surveys, valuations, in- ventories, or detailed appraisals of existing facilities, and providing services required in connection with construction performed by the Client. 2.8.15 Providing consultation concerning replace- ment of any Work damaged by fire or other cause during construction, and furnishing services as may be required in connection with the replacement of such Work. 2.8.16 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 by either the Client or Contractor under the Contract for Construction. 2.8.17 Preparing a set of 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. The Architect shall not be held responsible for the accuracy of the information pro- vided by the Contractor. 2.8.18 Providing extensive assistance in the utiliza- tion of any equipment or system such as initial start-up or testing, adjusting and balancing, preparation of operation and maintenance manuals, training person- nel for operation and maintenance, and consultation during operation. 2.8.19 Providing services after expiry ofthe period of one year following certification of Substantial Perfor- mance. 2.8.20 Preparing to serve or serving as witness in connection with any public hearing, arbitration pro- ceeding, or legal proceeding. 2.8.21 Providing services of consultants for other than the normal architectural, structural, mechanical, and electrical engineering services for the Project. 2.8.22 Providing translation to a language other than the language of this Agreement. 2.8.23 Providing any other services not otherwise included in this Agreement or not customarily fur- nished in accordance with generally accepted archi- tectural practice. e e ARTICLE 3 CLIENT'S RESPONSIBILITIES 3.1 The Client shall provide full information regard- ing requirements for the Project including a program, which shall set forth the Client's design objectives, constraints, and criteria, including space requirements and relationships, flexibility and expandability, special equipment and systems, and site requirements. 3.2 The Client's Project Budget shall include con- tingencies for bidding, changes in the Work during construction, and other costs which are the responsi- bility of the Client, including those described in this Article 3. The Client shall, at the request of the Architect, provide a statement of funds available for the Project, and their source. 3.3 The Client shall designate, when necessary, a representative authorized to act in the Client's behalf with respect to the Project. The Client or such author- ized representative shall examine the documents sub- mitted by the Architect and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Architect's services. 3.4 The Client shall furnish a legal description and a certified land survey of the site, giving, as applicable, grades and lines of streets, alleys, pavements, and adjoining property; rights-of-way, restrictions, ease- ments, encroachments, zoning, deed restrictions, boundaries, and contours of the site, locations, dimen- sions, and complete data pertaining to existing build- ings, other improvements, and trees; and full informa- tion concerning available service and utility lines both public and private, above and below grade, including inverts and depths. 3.5 The Client shall furnish reports and appropriate professional recommendations of specialist consul- tants when deemed necessary by the Architect. 3.6 The Client shall furnish structural, mechanical, chemical, and other laboratory tests, inspections and reports as required by the Architect, the law, or the Contract Documents. 3.7 The Client shall furnish all legal, accounting, and insurance counseling services as may be necessary at any time for the Project, including such auditing services as the Client may require to verify the Con- tractor's Applications for Payment or to ascertain how or for what purposes the Contractor uses the moneys paid by or on behalf of the Client. 3.8 The services, information, surveys, and reports required by Paragraphs 3.4 through 3.7 inclusive shall be furnished at the Client's expense, and the Architect shall be entitled to rely upon their accuracy and completeness. 3.9 Contracts for the provision of such services, information, surveys, and reports, whether arranged by the Client or the Architect, shall be considered direct contracts with the Client unless explicitly provided otherwise. 3.10 If the Client observes or otherwise becomes aware of any fault or defect in the Project or noncon- formance with the Contract Documents, he shall notify the Architect promptly. 3.11 The Client shall furnish required information and services and shall render approvals and decisions as RAIC DOCUMENT 6 - 1978 5 necessary for the orderly progress of the Architect's services and of the Work. ARTICLE 4 RESPONSIBILITY FOR CONSTRUCTION COST AND ESTIMATES OF CONSTRUCTION COST 4.1 Evaluations of the Client's Project Budget, Esti- mates of Construction Cost, and Detailed Estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Client has control over the cost of labor, materials, or equipment, over the Contractor's methods of deter- mining 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, established, or approved, by the Client, if any, or from any Esti mate of Construction Cost or other cost estimate or evaluation prepared by the Architect. 4.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal, or establishment of a Project Budget under Subparagraph 2.1.2 or Paragraph 3.2 or otherwise, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding, and price escalation, to determine what mate- rials, equipment, component systems, and types of construction are to be included in the Contract Docu- ments, to make reasonable adjustments in the scope of the Project, and to include 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 Price occurring after execution of the Contract for Construction. 4.3 If the Bidding or Negotiation Phase has not commenced within three months after the Architect submits the Construction Documents to the Client, any Project Budget or fixed limit of Construction Cost shall be adjusted to reflect any change in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Client and the date on which proposals are sought. 4.4 If the Project Budget is exceeded by more than 10%, or if the fixed limit of Construction Cost (ad- justed as provided in Paragraph 4.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Client shall (1) give written approval of an increase in such Project Budget or fixed limit, (2) authorize rebidding or renegotiating of the Project within a reasonable time, (3) if the Project is abandoned, terminate in accordance with Paragraph 8.3, or (4) cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of (4), provided a fixed . ~ limit of Construction Cost has been established as a condition of this Agreement, the Architect, without a additional charge, shall modify the Drawings and - Specifications as necessary to comply with the fixed limit. The providing-of such service shall be the limit of the Architect's responsibility arising from the establish- ment of such fixed limit, and having done so, the Architect shall be entitled to compensation for all other services performed, in accordance with this Agree- ment, whether or not the Construction Phase is com- menced. ARTICLE 5 PAYMENTS TO THE ARCHITECT 5.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 5.1.1 An initial payment as set forth in Paragraph 12.1 is the minimium payment under this Agreement. 5.1.2 Subsequent payments for Basic Services shall be made monthly and shall be in proportion to services performed within each phase of services on the basis set forth in Article 12. 5.1.3 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 Archi- tect, compensation for any Basic Services required for a such extended period of Administration of the Con- _ struction Contract shall be computed as set forth in Paragraph 12.4 for Additional Services. 5.1.4 When compensation is based on a percentage of Construction Cost, and any portions of the Project are deleted or otherwise not constructed, compensa- tion 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 Subpara- graph 12.2.2, based on (1) the lowest bona fide bid or negotiated proposal or, (2) if no such bid or proposal is received, the most recent Estimate of Construction Cost or Detailed Estimate of Construction Cost for such portions of the Project. 5.2 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES Payments on account of the Architect's Additional Services as defined in Paragraph 2.8 and for Reimburs- able Expenses as defined in Paragraph 5.4 shall be made monthly upon presentation of the Architect's invoice for services rendered or expenses incurred. 5.3 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the direct salaries of all the Architect'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, a vacations, pensions, and similar contributions and _ benefits. 6 RAIC DOCUMENT 6 - 1978 ,. , e 5.4 REIMBURSABLE EXPENSES Reimbursable Expenses are in addition to the Compen- sation for Basic and Additional Services and include actual expenditures made by the Architect and the Architect's employees and consultants in the interest of the Project for the expenses listed in the following Subparagraphs: .1 Expense of transportation in connection with the Project; living expenses in connection with out-of-town travel; long distance communi- cations and fees paid for securing approval of authorities having jurisdiction over the Project. .2 Expense of reproductions, postage, and handling of Drawings, Specifications, and other documents, excluding reproductions for the office use of the Architect and the Architect's consultants, .3 Expense of data processing and photographic production techniques when used in con- nection with Additional Services. .4 If authorized in advance by the Client, expense of overtime work requiring higher than regular rates. .5 Expense of renderings, models, and mock-ups requested by the Client, .6 Expense of any additional insurance coverage or limits, including professional liability insur- ance, requested by the Client in excess of that normally carried by the Architect and the Architect's consultants. 5.5 PAYMENTS WITHHELD 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 of changes in the Work other than those for which the Architect is held legally liable. 5,6 PROJECT SUSPENSION OR ABANDONMENT 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 Client of such suspension or abandonment, together with Reimbursable Expenses then due and all Termination Expenses as defined in Article 8. If the Project is resumed after being sus- pended for more than three months, the Architect's compensation shall be equitably adjusted. 5.7 ARCHITECT'S ACCOUNTING RECORDS 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 Client or the Client's authorized representative at mutually convenient times. e e ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 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 Client shall be permitted to retain copies, including reproducible copies, of Drawings and Specifications for information and refer- ence in connection with the Client's use and occu- pancy of the Project. The Drawings and Specifications shall not be used by the Client 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. 6.2 Submission or distribution to meet official regulatory requirements or for other purposes in con- nection with the Project is not be construed as publica- tion in derogation of the Architect's rights. ARTICLE 7 ARBITRATION 7.1 All matters in dispute under this Agreement may, with the concurrence of both the Client and the Architect, be submitted to Arbitration under the laws of the place of thQ Project. 7.2 The parties to the Agreement may jointly appoint a single arbitrator, or if they fail to agree on such arbitrator, shall each appoint one nominee to a board of arbitration. These nominees shall together agree upon a chairman; the three persons so selected shall constitute the board of arbitration, 7.3 The award of the arbitrator or board of arbitra- tion shall be final and binding upon the parties. ARTICLE 8 TERMINATION OF AGREEMENT 8.1 Unless otherwise stated in this Agreement, the Architect's services terminate one year after certifica- tion of Substantial Performance. 8.2 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 the termination. 8.3 This Agreement may be terminated by the Client upon at least seven days' written notice to the Architect in the event that the Project is permanently aban- doned. (REVISED OAA - NOV, 2/78) 7 RAIC DOCUMENT 6 - 1978 8.4 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 8.5. 8.5 Termination Expenses include expenses directly attributable to suspension or termination for which the Architect is not otherwise compensated, and in addi- tion, an amount computed as a percentage of the total Basic and Additional Compensation earned to the time of termination, as follows: .1 Twenty percent if suspension or termination occurs during the Schematic Design Phase; or .2 Ten percent if suspension or termination oc- curs during the Design Development Phase; or .3 Five percent if suspension or termination oc- curs during any subsequent phase. ARTICLE 9 LAW GOVERNING THE AGREEMENT Unless otherwise specified, this Agreement shall be governed by the law of the place of the Project. " ~ ARTICLE 10 SUCCESSORS AND ASSIGNS e The Client and the Architect, respectively, bind them- selves, their partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Client nor the Architect shall assign, sublet, or transfer any interest in this Agreement without the written consent of the other. ARTICLE 11 EXTENT OF AGREEMENT This agreement represents the entire and integrated agreement between the Client and the Architect and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Client and Architect. e e 8 RAIC DOCUMENT 6 - 1978 .>' . e e ARTICLE 12 BASIS OF COMPENSATION The client shall compensate the Architect for the Scope of Services provided, in accordance with Article 5, Payments to the Architect, and the other Terms and Conditions of this Agreement, as follows: 12,1 AN INITIAL PAYMENT of dollars ($ shall be made upon execution of this Agreement and credited to the Client's account as follows: 12.2 12.2.1 BASIC COMPENSATION FOR BASIC SERVICES, as described in Paragraphs 2.1 through 2.6, and any other services set out in Article 13 as part of Basic Services, Basic Compensation shall be computed as follows: (Here insert basis of compensation, including fixed amounts, multiples. or percentages. and identify Phases to which particular methods of compensation apply. if necessary.) In accordance with rrq letter dated May 15, 1980: Nine percent ot the budget estimate ot one hundred and t.ent7 thousand dollars tor a total tixed amount ot ten thousand eight hundred dollars. 12.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Services shall be made as provided in Subparagraph 5.1.2, so that Basic Compensation for each phase shall equal the following percentages of the total Basic Compensation payable: (Include any additional Phases as appropriate,) Schematic Design Phase: ~fXXXXXX~) Design Development phase: ~q~:x.XXXXX~) Construction Documents Phase: ~lCXXXXXXS) Bidding or Negotiation Phase: percent (75 %) Construction Phase: percent (?c:; %) Post-construction Phase: ~:tqcxX~XX~) 12,3 FOR CONTINUOUS REPRESENTATION AT THE SITE, as described in Paragraph 2.7, Compensation shall be computed separately in accordance with Subparagraph 2.7.2 RAIC DOCUMENT 6 - 1978 9 '.If.. COMPENSATION FOR ADDITIONAL SERVICES FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragraph 2.8, and any other servo es . included in Article 13 as part of Additional Services, but excluding Additional Services of consul nts, ompensation shall be computed as follows: Here, in rt basis of compensation, including rates and/or multiples of Direct Personnel Expenses for Principals and employees, and identify classify e loyees, if required, Identify specific services to which particular methods of compensation apply; if necessary.) 4.1~ 12.4.2 FOR ADDITIONAL SERVICES OF CONSUL TA S, including additional structural, mechanical, and electrical engineering services and those provi d nder Subparagraph 2.8.21 or identified in Article 13 as part of Additional Services, compensation sh be co puted as a multiple of ) times the amounts billed to th' Architect or such services. (Identify specific types of consultants in Article 13, if equired) 12.5 \\ FOR REIMBURSABLE EXPENSES, as escribed in Article 5, a~ any other items included in Article 13 as Reimbursable Expenses, compen tion shall be computed as a~ultiple of ( ) times the amounts pended by the Architect, the Architect's employees, and consultants in the interest of the Project. / I Payments due the Archite and unpaid under this Agreement shall b ar interest from 30 days after the date payment is due at e annual rate entered below, or in the abs ce thereof, at the prime rate prevailing at any char red bank at the principal place of business of th Architect plus two percent. 12.6 (Federal and Provincial sta tes and regulations at the Client's and Architect's principal places of business, the location 0 the Project and elsewhere may affect the validity of this rovision, Specific legal advice should be obtained with respect to deletion, modification, or othe requirements such as written disclosures or waivers, 12.7 and the Architect agree in accordance with the Terms and Conditions of this 12,7.1 IF T E SCOPE of the Project or the Architect's Services is changed materially, the co pensation shall be equitably adjusted. e F 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 compensatl _ rates, and multiples set forth herein shall be equitably adjusted. . 10 RAIC DOCUMENT 6 - 1978 " t. . e e Nil ARTICLE 13 OTHER CONDITIONS OF SERVICES RAIC DOCUMENT 6 - 1978 11 This Agreement entered into as of the day and year first written above. CLIENT Corporation of the Town of Newcastle, 40 Temperance Street Buwmanvil1e, Ontario B'(.,-~ ~~~~~/ tj ~r/ k ~ A~~JtCRobertson, Architect 3 Acadia Drive Cobourg, Ontario Bq~~~ 12 RAIC DOCUMENT 6 - 1978 .. e e e e e