WHETHER CONTRACTING ARCHITECT, IN CONNECTION WITH THE CONSTRUCTION OF THE NEW STATE OFFICE BUILDING, IS ENTITLED TO A FEE FOR CONSTRUCTION OF A PARKING FACILITY AND SURVEY IN ANTICIPATION THEREOF

WHETHER CONTRACTING ARCHITECT, IN CONNECTION WITH THE CONSTRUCTION OF THE NEW STATE OFFICE BUILDING, IS ENTITLED TO A FEE FOR CONSTRUCTION OF A PARKING FACILITY AND SURVEY IN ANTICIPATION THEREOF.

Contracting architect, employed in connection with the construction of the new state office building, is not entitled to a fee based upon the cost of construction of a parking facility, which is separate and apart from the new office building, or a fee based on a survey in anticipation of its construction.

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                                                                   May 27, 1954

Honorable H. D. Van Eaton,Director
Department of Public Institutions
Public Lands Building
Olympia, Washington                                                                                                Cite as:  AGO 53-55 No. 263

Dear Sir:

            We have your letter of May 12, 1954, which has been previously acknowledged, requesting our opinion on the following facts, and the contract enclosed with your letter.

            You have stated, in substance, that the Capitol Committee, on deciding to construct a new office building, pursuant to chapter 22, Laws of 1951, contracted for the services of an architect to draw plans and supervise construction.  Subsequent thereto, the Capitol Committee decided that an automobile parking facility might be needed, and that a survey should be conducted regarding a number of factors in connection therewith.

            You state that, "Both the new office building and the parking facility were authorized by the Legislature in chapter 22, Laws of 1951."

             [[Orig. Op. Page 2]]

            The question you have submitted is phrased, in its pertinent part, as follows:

            "* * * whether we may employ other architectural services in connection with the construction of a parking facility and a survey in anticipation thereof, or whether the architect named in the contract enclosed herewith may be entitled to a fee not only for his services in connection with the construction of the new office building, but also the construction of a parking facility and the survey in anticipation of its construction."

            We conclude that the architect named in the enclosed contract is not entitled to a fee in connection with the construction of a parking facility, which is separate and apart from the new office building, or a fee based on a survey in anticipation of the construction of the parking facility.

                                                                     ANALYSIS

            The answer to your question lies in what the parties to the architectural contract intended the services of the architect to encompass.  It is a well established rule of the law of contracts that the intent of the parties is to be discerned from the ordinary and popular meaning of the language used in the written agreement.  Where the terms of the written contract are plain and unambiguous, the meaning thereof must be deduced from its language.  Bellingham Securities Syndicate v. Bellingham Coal Mines, 13 Wn. (2d) 370.

            The purpose of the contract, and the scope of the services of the architect are defined at the beginning of the contract as follows:

            "WHEREAS the State desires to complete a project known as a New State Office Building adjacent to the State Capitol Grounds in the City of Olympia, hereinafter designated as the Project, it is the wish of the State to enter into a contract and retain a qualified architect to design and supervise the construction of said Project;"

             [[Orig. Op. Page 3]]

            The computation of the architect's fee, which is set out on Page (1) of the contract, is stated as follows:

            "The State agrees to pay the Architect, as full and complete compensation for his performance of the services and work herein set forth, the sum of six per cent (6%) of the State's expenditures for the Project (other than land costs and/or office furniture, furnishings or equipment not included in the construction contract or contracts) expended to any and all contractors employed by the State to do such work, * * *"

            Was it the intention of the parties that the construction of a parking facility, separate and apart from the new office building, and a survey in anticipation thereof, was to be a part of the project?

            Throughout the entire contract, there is no reference whatever to any other duties imposed on the architect, except those connected with the designing and supervising of the construction of the new office building.

            The proposition that the parties contemplated that the architect's services would be confined solely to the designing and supervising of the construction of the new office building is strengthened by the last paragraph of section (3) of the contract, which appears on Page (4) thereof.  The aforementioned paragraph reads as follows:

            "Should the [Capitol] Committee require services of the Architect over and beyond those services described herein, it is understood that the Architect shall be reimbursed therefor on a basis to be agreed upon by the parties concerned, at the same time additional work is authorized."

            Upon the basis of the language above quoted and the tenor of the language throughout the contract, it appears that the parties were contracting for the architect's services, and his fee, solely on his services in connection with the designing and supervision of the construction of the new office building.

             [[Orig. Op. Page 4]]

            We therefore conclude that the architect named in the enclosed contract is not entitled to a fee based upon the cost of construction of a parking facility, which is separate and apart from the new office building, or a survey in anticipation thereof.

            We hope we have been of assistance to you in this matter.

Very truly yours,

DON EASTVOLD
Attorney General

STEPHEN C. WAY
Assistant Attorney General