ARCHITECTURAL CONTRACT
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1. This agreement is made on the 16th day May, 2003, between THE NATIONAL
BANK OF GAINESVILLE, 000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000 (Owner), and
XXXXXXXX ARCHITECTS, P.C., FAIA, 000 Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000
(Architect). Owner and the Architect, in consideration of the mutual promises
and benefits flowing to the parties hereto and hereinafter stated and ten
($10.00) dollars in hand paid by Owner to Architect, agree as follows:
2. Owner is the owner of a parcel of land located at 000 Xxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxx, more particularly described in Exhibit A (the property),
attached hereto and by reference made a part hereof. Architect shall provide
architectural services, as stipulated in this agreement, in connection with the
construction of a bank building on the property (the project).
3. Architect is an independent contractor performing services for owner.
Architect is not to be considered a regular employee of owner for any purpose.
Architect certifies that he has no financial interest in the project other than
the fees he is to receive under this agreement.
4. Services.
(a) General Scope: Architect will provide all architectural services
for the project and consulting and other services as described in this
agreement. Architect's services include all necessary conferences, estimates,
preliminary studies, preliminary plans, work drawings, and all other drawings
needed, specifications, preparation of bid documents, inspections, issuance of
certificates for payment, and supervision of construction of the project and
other normal architectural services.
(b) Inspections: Architect will not provide continuous supervision of
the construction of the project. Architect will, however, visit the site at
least once per week (or sooner when the nature of the work requires) to inspect
the work completed. Architect will immediately advise owner, in writing, of any
omissions, unauthorized modifications, or defects in the work on the project.
Architect shall inspect the project for evidence of faulty materials and
workmanship no greater than one (1) month after completion, and will issue a
written report of his findings to owner.
(c) Certifications: On receipt of any application for payment by any
contractor or subcontractor, architect shall determine the amount due under the
contract documents with that party and issue a certificate for payment to owner.
The certificate constitutes a representation that architect has inspected the
work and documentation in support of the application for payment and that the
work required to be completed prior to the payment requested has been
satisfactorily completed in accordance with the governing contract documents. On
application for final payment, architect shall similarly inspect the project and
issue a certificate for payment to owner as well as a certificate of final
completion of the project.
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(d) Construction Changes: Architect will prepare all necessary
drawings, specifications, and written opinions in connection with any
construction changes on the project authorized by owner.
(e) Contractor's Submissions: Architect will review any shop
drawings, samples, or other submissions of any contractor for the project to
determine conformity with applicable contract documents.
(f) Copies of Documents: Architect will provide owner, as
reimbursable expenses, with all necessary copies of all drawings,
specifications, and other documents required to be prepared by architect and
submitted to owner. (See Paragraph 6).
(g) Governmental Agencies' Requirements: Architect will prepare any
reports and complete any documents and submissions required of an architect by
any governmental agency with respect to construction of the project.
(h) Architect acknowledges and agrees that Owner does not undertake
to approve or pass upon matters of design and that Owner, therefore, assumes no
responsibility for design. Architect acknowledges and agrees that the approval
or acceptance of plans and specifications by the Owner is limited to the
function of determining whether there has been compliance with instructions
issued to Architect regarding general layout of space. Owner does not undertake
to inquire into the adequacy, fitness, suitability, or correctness or
engineering or architectural design. Architect agrees that no approval of plans
and specifications by any person, body, or agency shall relieve him of the
responsibility for the adequacy, fitness, suitability, and correctness or
architectural and engineering design and for designing the work in accordance
with sound and accepted engineering and architectural principles.
(i) The responsibility of the Architect for enforcing the faithful
performance of the contract is not relieved or affected in any respect by the
presence and/or inspections by employees of the Owner.
(j) Within ten days after execution of this architectural contract
and during the entire period of the Architect's responsibility under this
contract, the Architect shall maintain professional liability insurance.
(k) The portion of the project to be designed or specified by the
Architect is as being within five feet outside the exterior walls or columns of
the new building or additions to the existing.
(l) Normal structural, mechanical, and electrical engineering
services are as defined as additional services and are not included in the
Architect's basic services.
5. Architect's Fee. Owner will pay Architect, for the services provided
under this agreement, a fee of six (6%) percent of construction cost. The fee
shall be paid as follows:
Schematic Design Phase ( 20%) percent
Design Development Phase ( 20%) percent
Construction Documents Phase ( 35%) percent
Bidding or Negotiation Phase ( 5%) percent
Construction Phase ( 20%) percent
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Total Basic Compensation (100%) percent
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Payments are due and payable thirty (30) days from the date of the
Architect's invoice. Amounts unpaid sixty (60) days after the invoice date shall
bear interest at the prime rate at the principal place of the Architect.
6. Reimbursable Expenses.
(a) In addition to the fee stated in this agreement, owner will pay
architect for additional services for the reasonable costs of any supplementary
drawings and specifications and any written opinions required due to any
construction changes on the project authorized by owner. The additional cost
shall be paid on submission of the applicable drawing, specification, or opinion
to owner, acceptance by owner of such document, and submission of an itemized
xxxx for such work. Any cost paid by Owner to Architect under the provisions of
this subparagraph (b) shall be determined at the time of work.
(b) Reimbursable Expenses are in addition to compensation for basic
and Additional Services and include expenses incurred by the Architect and
Architect's employees and consultants in the interest of the Project, as
identified in the following clauses.
(1) Expenses of transportation in connection with the Project;
expenses in connection with authorized out-of-town travel; long-distance
communications; 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.
(3) If authorized in advance by the Owner, expense of overtime
work requiring higher than regular rates.
(4) Expense of renderings, models and mock-ups requested by the
Owner.
(5) Expense of additional insurance coverage or limits,
including professional liability insurance, requested by the Owner in excess of
that normally carried by the Architect and Architect's consultants.
(6) Expense of computer-aided design and drafting equipment time
when used in connection with the Project.
(7) For additional services of consultants, including additional
structural, mechanical and electrical engineering services, a multiple of one
(1.0) times the amounts billed to the Architect for such services.
(8) For reimbursable expenses, as described in this paragraph, a
multiple of one (1.0) times the expenses incurred by the Architect, the
Architect's employees and consultants in the interest of the Project.
7. Owner's Obligations:
(a) Owner will deliver to Architect a current, certified survey of
the property.
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(b) Civil Engineering services and other required special consultants
will be provided by the Owner. The Architect will coordinate the services.
8. Power To Terminate: Either architect or owner may terminate this
agreement after:
(a) Failure of the other party to comply with the terms of this
agreement.
(b) Ten days' prior written notice to the other party that said party
is terminating this agreement.
9. Rights on Termination: After early termination of this agreement, as
provided in Paragraph 8, architect shall be promptly paid that portion of his
fee then due, plus any additional sum then payable to him under the terms of
this agreement as provided in Paragraph 5.
10. Drawings and Specifications: All drawings and specifications prepared
by architect under this agreement remain the property of architect. Therefore,
owner may use such drawings and specifications for this project but not for any
other project or any other property.
11. Assignment: This agreement may not be assigned by either party without
the prior written consent of the other. Architect may not delegate his duties
under this agreement to another without owner's prior written consent.
12. Entire Agreement. This agreement contains the entire agreement between
the parties. This agreement may not be modified except by later written
agreement signed by both parties.
13. Notices. All notices and submissions required under this agreement
shall be by personal delivery or by first-class mail, postage prepaid, to the
address stated in Paragraph l or such other address as either party may
designate by prior written notice to the other.
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THE NATIONAL BANK OF GAINESVILLE
By: /s/ Xxxx X. Xxxxxxxx
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Title: President / CEO
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OWNER
XXXXXXXX ARCHITECTS, P.C.
/s/ Xxxxxxx Xxxxxxxx, Xx.
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XXXXXXX XXXXXXXX, XX., FAIA
ARCHITECT
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