HomeMy WebLinkAbout2013-086 AMS - Perkin + Will Architects for Design and Engineering Services for Historic Rogers Rd Community Center _Please return this copy to
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S-AIA Document B106TM - 2010
Standard Fonn of Agreement Between Owner and Architect for Pro Bono Services
AGREEMENT made as of the 15 day of March in the year 2013
(In words, indicate day, month and year.)
BETWEEN the Architect's client identified as the Owner: ADDITIONS AND DELETIONS:
(Name, legal status, address and other information) The author of this document has
added information needed for its
Orange County North Carolina completion.The author may also
Attention;Jeffrey Thompson have revised the text of the original
PO Box 8181 AIA standard form.An Additions and
Hillsborough,NC 27278 Deletions Report that notes added
information as well as revisions to the
standard form text is available from
the author and should be reviewed.A
and the Architect: vertical line in the left margin of this
(Name, legal status, address and other information) document indicates where the author
has added necessary information
Perkins+Will,Architects and where the author has added to or
Attention;Joseph Wagner deleted from the original AIA text.
P.O.Box 14747
RTP,NC 27709 This document has important legal
consequences.Consultation with an
attorney is encouraged with respect
for the following Project: to its completion or modification.
(Name, location and detailed description)
Rogers Road Community Center
Lot 1 &2 Edgar Street
Chapel Hill,NC 27516
Project to be 4000 sf ft community center. Slab on grade construction Stick built or
structurally insulated panel construction.One story,with unversial access.Brick plinth,
cement siding with standing seam metal roof.
The Owner and Architect agree as follows.
AIA Document B106 TM—2010(rev.10/2010).Copyright®2010 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document
Init. is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document,or any portion of it,
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TABLE OF ARTICLES
1 INITIAL INFORMATION
2 ARCHITECT'S RESPONSIBILITIES
3 SCOPE OF ARCHITECT'S PRO BONO SERVICES
4 ADDITIONAL SERVICES
5 OWNER'S RESPONSIBILITIES
6 COST OF THE WORK
7 COPYRIGHTS AND LICENSES
8 CLAIMS AND DISPUTES
9 TERMINATION OR SUSPENSION
10 MISCELLANEOUS PROVISIONS
11 COMPENSATION
12 SPECIAL TERMS AND CONDITIONS
13 SCOPE OF THE AGREEMENT
ARTICLE 1 INITIAL INFORMATION
§ 1.1 This Agreement is based on the Initial Information set forth in this Section I.I.
§ 1.1.1 The Architect will provide Pro Bono Services for the Project as defined in Section 3.1 and as specified in
Section 3.2.
§ 1.1.2 The Owner's program for the Project:
(Identify documentation or state the manner in which the program will be developed.)
Project program to including but not limited to;after school,summer camp,adult learning and community based
programs as well as community gathering and local social events.
§ 1.1.3 The Project's physical characteristics:
(Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical
reports;site, boundary and topographic surveys;traffic and utility studies;availability of public and private utilities
and services;legal description of the site;etc.)
Project to be 4000 sf ft community center. Slab on grade construction Stick built or structurally insulated panel
construction.One story,with unversial access.Brick plinth,cement siding with standing seam metal roof.
§ 1.1.4 The Owner's budget for the Project,including,if applicable,the Cost of the Work as defined in Section 6.1:
(Provide total, and if known, a line-item break down.)
$650,000 Construction Cost
§ 1.1.5 The Owner's funding sources for the Project and any deadlines for funding,including those that are dependent
on the Architect's Pro Bono Services,are as follows:
Init. AIA Document B106TM—2010(rev.10/2010).Copyright®2010 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document
is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of it, 2
may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by
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(Identify the Owner's funding sources and dates for submitting grant applications or other funding requests, and
provide details of any funding deadlines, including those that are dependent upon the Architect's Pro Bono Services.)
Schematic Design due March 21.Construction Documents due April 29.
§ 1.1.6 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are
set forth below:
.1 Commencement of construction date:
August 2013
.2 Substantial Completion date:
January 2014
§ 1.1.7 The Owner's other anticipated scheduling information not provided in Sections 1.1.5 or 1.1.6:
(Insert any Project milestones—e.g.,Board meetings,public hearings.)
Orange County/Chapel Hill joint board meeting March 21.
§ 1.1.8 The Owner intends the following procurement or delivery method for the Project:
(Identify method such as competitive bid, negotiated contract, or construction management.)
Competitive bid
§ 1.1.9 Other Project information:
(Identify special characteristics or needs of the Project not provided elsewhere,such as environmentally responsible
design or historic preservation requirements.)
§ 1.1.10 The Owner identifies the following representative in accordance with Section 5.3:
(List name, address and other information.)
Jeff Thompson
Asset Management Services Director
131 W.Margaret Lane
Hillsborough,NC 27278
§ 1.1.11 The persons or entities,in addition to the Owner's representative,who are required to review the Architect's
submittals to the Owner are as follows:
(List name, address and other information.)
N/A
§ 1.1.12 The Owner will retain the following consultants and contractors:
(List discipline and, if known, identify them by name and address.)
N/A
§ 1.1.13 The Architect will retain the following consultants,if any:
(List discipline and if known, identi them by name and address)
Mulkey,Civil Engineer
Mulkey, Structural Engineer
AIA Document B106TM—2010(rev.10/2010).Copyright 02010 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document
Init. is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of it, 3
may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by
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Newcomb and Boyd,MEPFP Engineer
Lappas and Havener,Landscape Architect
§ 1.1.14 Other Initial Information on which the Agreement is based:
(Provide other Initial Information, if applicable.)
Pro Bono
§ 1.2 The Owner and the Architect may rely upon the Initial Information.The Owner and Architect agree that the
Initial Information provided by the Owner shall not materially change and,in the event that it does,the parties shall
renegotiate the Agreement,or the Owner or Architect may terminate this Agreement in accordance with the provisions
of Article 9.
§ 1.3 If the Architect's Pro Bono Services have not been completed within ( 12 )months of the date of this
Agreement,through no fault of the Architect,the Architect may terminate this agreement in accordance with the
provisions of Article 9.
ARTICLE 2 ARCHITECT'S RESPONSIBILITIES
§ 2.1 The Architect shall provide the professional services as set forth in this Agreement.
§2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by
architects practicing in the same or similar locality under the same or similar circumstances.The Architect shall
perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of
the Project.
ARTICLE 3 SCOPE OF ARCHITECT'S PRO BONO SERVICES
§ 3.1 The Architect's Pro Bono Services consist of those described in this Article 3.For the purposes of this
Agreement, "Pro Bono Services"are professional services for which the Architect expects to receive no financial
compensation.. At the election of the Architect,certain of such services may be provided through subconsultants to
the Architect.However,notwithstanding the foregoing sentence,the Owner and the Architect agree that it is the
express intent of the parties that in the event of any actual or alleged damage,loss,claim,cause of action,liability,cost
or expense which arises out of,or is caused by any act,error or omission of any consultant to the Architect that the
Owner will proceed against such consultant directly,at its sole cost and expense. In such event,the Architect shall
assign to the Owner all rights that the Architect may have against such consultant,and the Owner shall indemnify and
hold the Architect harmless against any such damage,loss,claim,cause of action,liability,cost or expense,including,
but not limited to,the costs and expenses of claim,attorney's fees,expert witness fees,court costs or other similar
costs to the Owner in bringing an action against the Architect's consultant.
§ 3.1.1 The Architect shall manage the Architect's Pro Bono Services, attend meetings in accordance with Sections
3.2 and 3.3,consult with the Owner,research applicable design criteria,communicate with the members of the Project
team listed in Sections 1.1.10, 1.1.12,and 1.1.13,and report progress to the Owner's representative listed in Section
1.1.10.
§ 3.1.2 The Owner may contract directly with other necessary or appropriate consultants,including,but not limited to,
those rendering any mechanical,structural,civil and electrical engineering services. The Architect shall coordinate its
work with such other consultants in the delivery of the Services, and shall reasonably assist the Owner in preparing a
consolidated set of Construction Documents. However,the Owner understands and acknowledges that the Architect
shall have no responsibility whatsoever for the acts,errors or omissions of such other consultants,including any
implied responsibility to identify or act upon any such act,error or omission.The Architect shall coordinate its
services with those services provided by the Owner and the Owner's consultants.The Architect shall be entitled to rely
on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants.
The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error,omission
or inconsistency in such services or information.
§ 3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit for the Owner's approval a
schedule for the performance of the Architect's Pro Bono Services.The schedule initially shall include anticipated
dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial
AIA Document B106--2010(rev.10/2010).Copyright 02010 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document
Init. is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document,or any portion of it, 4
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Information.The schedule shall include allowances for periods of time required for the Owner's review,for the
performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the
Project.Once approved by the Owner,time limits established by the schedule shall not,except for reasonable cause,
be exceeded by the Architect or Owner.A"reasonable cause"in the preceding sentence shall include,but not be
limited to:(a)materially conflicting professional obligations of the Architect or the Architect's consultants(if any)to
other clients,which may,in the Architect's reasonable economic,managerial,or artistic discretion,take precedence
over its work under this Agreement from time to time and;(b)any delay in the performance of the services which is
outside of the control of the Architect.With the Owner's approval,the Architect shall adjust the schedule,if necessary,
as the Project proceeds until the commencement of construction.
§ 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution,or for the Owner's acceptance
of non-conforming Work,made without the Architect's approval.
§ 3.1.5 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents
required for the approval of governmental authorities having jurisdiction over the Project.
§ 3.1.6 The Architect shall prepare a preliminary evaluation of the Owner's program,schedule,budget for the Cost of
the Work,Project site,and the proposed procurement or delivery method and other Initial Information,each in terms
of the other,to ascertain the requirements of the Project.The Architect shall notify the Owner of(1)any
inconsistencies discovered in the information,and(2)other information or consulting services that may be reasonably
needed for the Project.
§ 3.2 Pro Bono Services to be Provided
The Architect's Pro Bono Services,and the maximum number of hours to be provided by the Architect for each of the
Architect's Pro Bono Services,are designated in the table below as the Architect's responsibility.The Owner shall
compensate the Architect for the Architect's Pro Bono Services as provided in Section 11.1.
(Designate the Pro Bono Services the Architect shall provide in the first column of the table below. In the second
column,indicate the maximum number of hours to be provided by the Architect for each Pro Bono Service.In the third
column, indicate whether the service description is located in Section 3.3 or in an attached exhibit.If in an exhibit,
identify the exhibit.)
Pro Bono Services Responsibility Hours Location of Service Description
(Architect, (Maximum Number (Section 3.3 below or in an
Owner, of Hours for exhibit attached to this
or Not Architect's services document and identified
Provided) to be Provided) below)
3.2.1 Pre-design services Architect 40
3.2.2 Project management services Owner
3.2.3 Program management services Owner
3.2.4 Measured drawings Architect 40
3.2.5 Existing facilities surveys N/A
§ 3.2.6 Community-based charrette Architect 10
workshops
§ 3.2.7 Programming Services Owner
(B202TM-2009)
3.2.8 Marketing studies Owner
3.2.9 Economic feasibility studies Owner
§ 3.2.10 Assistance in obtaining project Owner
financing
Owner/
3.2.11 Fundraising and public relations Architect
§ 3.2.12 Site Evaluation and Planning Owner/ 10
(B203TM-2007) Architect
3.2.13 Schematic design phase services Architect 40
§ 3.2.14 Design development phase Architect 80
services
AIA Document B106T"—2010(rev.1012010).Copyright®2010 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document
[nit. is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any portion of it, 5
may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by
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3.2.15 Construction documents Architect 80
3.2.16 Bidding or negotiating assistance Owner
3.2.17 Construction phase services Architect 10
§ 3.2.18 Design and Construction Contract Owner
Administration(B201TM-2007),
all five phases in Sections 3.2.13
to 3.2.17
§ 3.2.19 Building Information Modeling Architect 20
(E202TM-2008)
§ 3.2.20 Architectural Interior Design Architect 20
(B252TM-2007)
3.2.21 Value Analysis B204TM-2007) Owner
§ 3.2.22 On-site Project Representation Owner/ 10
(B207 TM-2008) Architect
§ 3.2.23 Conformed construction Architect 10
documents
3.2.24 As-designed Record Drawings Architect 10
3.2.25 As-constructed Record Drawings Architect 20
3.2.26 Post-occupancy evaluation Owner
§ 3.2.27 Facility Support Services Owner
(B21 OT--2007)
3.2.28 Tenant-related services Owner
§ 3.2.29 Coordination of Owner's Owner
consultants
3.2.30 Telecommunications/data design Architect 20
§ 3.2.31 Security Evaluation and Planning Owner
(B206 6TM-2007)
3.2.32 Commissioning B211TM-2007 Owner
§ 3.2.33 Extensive environmentally Architect 20
responsible design
§ 3.2.34 LEED Certification N/A
(B214TM-2007)
3.2.35 Fast-track design services Architect 10
§ 3.2.36 Historic Preservation N/A
(B205TM-2007)
§ 3.2.37 Furniture,Finishings,and Architect 20
Equipment Design
(B253 3TM-2007)
§ 3.3 Insert a description of each Pro Bono Service designated in Section 3.2 as the Architect's responsibility,if not
further described in an exhibit attached to this document.Include in the description the associated number of meetings
the Architect may attend in connection with those Pro Bono Services.If the Architect is providing Construction Phase
Services pursuant to Section 3.2.17 or 3.2.18,those services will be provided in accordance with AIA Document
A201TM-2007,General Conditions of the Contract for Construction,unless otherwise specifically provided for by the
parties.The Owner shall be responsible for coordinating the Architect's duties and responsibilities pursuant to Section
5.12.If the Owner and Contractor modify A201-2007,those modifications shall not affect the Architect's services
under this Agreement unless the Owner and the Architect amend this Agreement.
IArchitect agrees to provide;Schematic Design,Design Development and Construction Document drawings.
Community charettes.Local Government Board presentations.Construction Administration.
§ 3.4 If the limitation of hours set forth in Section 3.2 for any Pro Bono Service is exceeded,or if the Architect notifies
the Owner that it anticipates the number of hours designated in Section 3.2 for any Pro Bono Service will be exceeded,
then the Owner and Architect shall
AIA Document B106--2010(rev.10/2010).Copyright 02010 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document
Init. is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document,or any portion of it, 6
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.1 execute AIA Document B101Tm-2007,Standard Form of Agreement Between Owner and Architect,or
other appropriate Owner-Architect Agreement to provide compensation to the Architect for those
additional hours;
.2 renegotiate the maximum number of pro bono hours the Architect will provide for that Pro Bono
Service;or
.3 terminate this Agreement,at the option of either the Owner or the Architect,in accordance with Section
9.4.
ARTICLE 4 ADDITIONAL SERVICES
Additional Services may be provided after execution of this Agreement without invalidating the Agreement.
Additional Services to be provided by the Architect on a pro bono basis shall be set forth in an amendment to this
Agreement by using AIA Document G802TM-2007,Amendment to the Professional Services Agreement.Additional
services for which the Architect is to be compensated shall be set forth in a separate agreement executed by the Owner
and Architect.
ARTICLE 5 OWNER'S RESPONSIBILITIES
§ 5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information in a timely manner
regarding requirements for and limitations on the Project,including a written program which shall set forth the
Owner's objectives,schedule,constraints and criteria,including space requirements and relationships,flexibility,
expandability,special equipment,systems and site requirements.Within 15 days after receipt of a written request from
the Architect,the Owner shall furnish the requested information as necessary and relevant for the Architect to
evaluate,give notice of or enforce lien rights.
§ 5.2 The Owner shall establish a budget for the Project that meets the Project requirements including,if applicable,
the budget for the Cost of the Work as defined in Section 6.1.If the Owner significantly increases or decreases the
Owner's budget for the Project or for the Cost of the Work,the Owner shall notify the Architect.
§ 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project.The
Owner,through such designated representative shall promptly render decisions pertaining to documents submitted by
the Architect,or any other decision or direction required of the Owner,in order to avoid delay in the orderly and
sequential progress of the Architect's services. The Owner shall make all necessary efforts to ensure that any decision
or direction of the Owner conveyed to the Architect is final and conclusive when first conveyed. Communications
between the Owner and the Architect shall be through the Owner's representative.
§5.3.1 The Owner acknowledges that accelerated,phased or fast-track scheduling provides a benefit but also carries
with it associated risks.Such risks include the Owner incurring costs for the Architect to coordinate and redesign
portions of the Project affected by procuring or installing elements of the Project prior to the completion of all relevant
Construction Documents,and costs for the Contractor to remove and replace previously installed Work.If the Owner
selects accelerated,phased or fast-track scheduling,the Owner agrees to include in the budget for the Project sufficient
contingencies to cover such costs.
§ 5.4 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the
site of the Project,a written legal description of the site,and services of geotechnical engineers or other consultants
when the Architect requests such services and demonstrates that they are reasonably required by the scope of the
Project.
§ 5.5 The Owner shall furnish services of consultants requested by the Architect that are required for the Architect to
perform its Pro Bono Services, including but not limited to detailed cost-estimating;landscape design;and civil,
structural,mechanical,and electrical engineering.If the Owner provides cost-estimating,then the Architect shall be
entitled to rely on those estimates.The Owner shall require each of its consultants to provide estimates of the Cost of
the Work designed by that consultant,and the Architect shall be entitled to rely on those estimates.
§ 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.
Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the
Owner and the Owner's consultants.The Owner shall require that its consultants maintain professional liability
insurance as appropriate to the services provided,and as reasonably approved by the Architect.
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§ 5.7 The Owner shall furnish tests,inspections and reports required by law or the Contract Documents, such as
structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials.
§ 5.8 The Owner shall furnish all legal,insurance and accounting services,including auditing services,that may be
reasonably necessary at any time for the Project to meet the Owner's needs and interests.
§ 5.9 The Owner shall be responsible for purchasing and maintaining commercial general liability insurance and shall
include the Architect and the Architect's Consultants,if any,as additional insureds for claims caused in whole or in
part by the Owner's negligent acts or omissions during the course of the Project.
§ 5.10 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or
defect in the Project,including errors,omissions or inconsistencies in the Architect's Instruments of Service.
§ 5.11 The Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out
of or relating to the Contract Documents.
§ 5.12 Before executing any Contract for Construction,the Owner shall coordinate the Architect's duties and
responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement.The
Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor,including the
General Conditions of the Contract for Construction.
§ 5.13 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall
obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress.
§ 5.14 The services,information,surveys and reports required under this Article 5 shall be furnished at the Owner's
expense,and the Architect shall be entitled to rely upon the accuracy and completeness thereof,as well as upon the
implied representation by the Owner that any such services,information,surveys and reports may be incorporated into
the Instruments of Service without infringing upon the intellectual property rights of others.
§ 5.15 The Architect shall not assume any of the responsibilities of the Owner of this Article 5 except by a writing
signed by the Owner and the Architect. Any election by the Architect to assume any of such responsibilities shall be
expressly limited to the scope and duration of such written understanding,and shall not be understood to imply or
result in any other assumption by the Architect of any other of the Owner's responsibilities.
ARTICLE 6 COST OF THE WORK
§ 6.1 For purposes of this Agreement,the Cost of the Work shall be the total cost to the Owner to construct all
elements of the Project designed or specified by the Architect and shall include contractors'general conditions costs,
overhead and profit.The Cost of the Work does not include the compensation of the Architect,structural,mechanical
or electrical engineering consultants,or other consultants retained pursuant to Section 5.5,the costs of the land,
rights-of-way,financing,contingencies for changes in the Work or other costs that are the responsibility of the Owner.
§ 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information,and may be adjusted throughout
the Project as required under Sections 5.2,6.4 and 6.5.Evaluations of the Owner's budget for the Cost ofthe Work and
any preliminary or updated estimates to the Cost of the Work prepared by the Architect represent the Architect's
judgment as a design professional.It is recognized,however,that neither the Architect nor the Owner has control over
the cost of labor,materials or equipment;the Contractor's methods of determining bid prices;or 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 Owner's budget for the Cost of the Work or from any estimate of the Cost of
the Work or evaluation prepared or agreed to by the Architect.
§ 6.3 If preparing estimates of the Cost of Work,the Architect shall be permitted to include contingencies for design,
bidding and price escalation;to determine what materials,equipment,component systems and types of construction
are to be included in the Contract Documents;to make reasonable adjustments in the program and scope of the Project;
and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work
to meet the Owner's budget for the Cost of the Work.The Architect's estimate of the Cost of the Work shall be based
on current area,volume or similar conceptual estimating techniques.
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§ 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits Construction
Documents to the Owner,through no fault of the Architect,the Owner's budget for the Cost of the Work shall be
adjusted to reflect changes in the general level of prices in the applicable construction market.
§ 6.5 If at any time an estimate of the Cost of the Work prepared by the Architect exceeds the Owner's budget for the
Cost of the Work,the Architect shall make appropriate recommendations to the Owner to adjust the Project's size,
quality or budget for the Cost of the Work,and the Owner shall cooperate with the Architect in making such
adjustments.
§ 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services
is exceeded by the lowest bona fide bid or negotiated proposal,the Owner shall
.1 give written approval of an increase in the budget for the Cost of the Work,
.2 implement any other mutually acceptable alternative, or
.3 terminate in accordance with Section 9.4.
§ 6.7 In addition to the options available in Section 6.6,if the Owner's budget for the Cost of the Work at the
conclusion of the Construction Documents Phase Services is exceeded by percent( 15 %),the Owner may
.1 authorize rebidding or renegotiating of the Project within a reasonable time,or
.2 in consultation with the Architect,revise the Project program, scope, or quality as required to reduce
the Cost of the Work.
§ 6.8 Ifthe Owner chooses to proceed under Section 6.7.2,and the Owner's budget was exceeded for causes within the
Architect's reasonable control,the Architect shall,as a Pro Bono Service,modify the Construction Documents as
necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction
Documents Phase Services,or the budget as adjusted under Section 6.6.1.The Architect's modification of the
Construction Documents shall be the limit of the Architect's responsibility under this Article 6.Notwithstanding the
foregoing,however,to the extent that the inability to meet the Owner's budget arises out of(a)significant increases in
the cost of construction materials or labor which do not reflect increases in such costs which have been consistently
experienced in the locale of the Project for at least 6 months prior to the commencement of construction;(b)material
changes to the Project required by the Owner or any agent or representative of the Owner or;(c)any other
circumstance,event,or occurrence outside of the control of the Architect,then any modification shall be compensated
as Additional Services or,in the event that Additional Services are not agreed upon between the Owner and the
Architect,shall constitute grounds for termination of this Agreement by the Architect.
ARTICLE 7 COPYRIGHTS AND LICENSES
§ 7.1 Drawings,specifications and other documents prepared by the Architect are instruments of the Architect's
service and are for the Owner's use solely with respect to this Project.The Architect shall retain all common law,
statutory and other reserved rights,including the copyright.Upon completion of the Project,or termination of this
Agreement by the Architect for cause as specified in Article 9,the Owner's right to use the instruments of service shall
cease.In the event the Owner terminates this Agreement for cause,or in the event the Owner or the Architect
terminates this Agreement for convenience,the Architect grants the Owner a non-exclusive license to subsequently
use the Architect's Instruments of Service solely for the purpose of completing the Project,provided that the Owner
substantially performs its obligations,including prompt payment of all sums when due,under this Agreement,and
subject to the conditions set forth in Section 7.1.2.
§ 7.1.1 When transmitting copyright-protected information for use on the Project,the transmitting party represents
that it is either the copyright owner of the information, or has permission from the copyright owner to transmit the
information for its use on the Project.
§ 7.1.2 In the event the Owner or the Architect terminates this Agreement for convenience,or in the event the Owner
uses the Instruments of Service without retaining the author of the Instruments of Service,the Owner releases the
Architect from all claims and causes of action arising from such uses.The Owner,to the extent permitted by law,
further agrees to indemnify and hold harmless the Architect from all costs and expenses,including the cost of defense,
related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise
from the Owner's use of the Instruments of Service under this Section 7.1.2.The terms of this Section 7.1.2 shall not
apply if the Owner rightfully terminates this Agreement for cause under Section 9.4.
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§ 7.2 Except for the licenses granted in this Article 7,no other license or right shall be deemed granted or implied
under this Agreement.The Owner shall not assign,delegate,sublicense,pledge or otherwise transfer any license
granted herein to another party without the prior written agreement of the Architect.Any unauthorized use of the
Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's
consultants.
§ 7.3 The Architect shall not deliver any Instruments of Service in electronic form without the express written
agreement between the Owner and the Architect,which shall include terms and conditions providing for at least that:
(a)the hardcopy version of such Instruments of Service are understood by the Owner to be the official deliverable of
the Architect,and not the electronic files; (b)that the Owner shall indemnify,defend and hold the Architect harmless
against any and all claims,causes of action,proceedings,liabilities,losses,cost and expenses arising out of or related
to the use by the Owner of such electronic files;(c) that the Owner shall only use such electronic files with reference
to the Project,and not with reference to any other Project without the express written consent of the Architect and;(d)
that the Owner understands and agrees that the Architect makes no warranties or guarantees as to the accuracy or
completeness of the electronic files,nor as to the sufficiency of the electronic files with reference to the electronic
infrastructure or systems of the Owner,nor with reference to any malware,software virus,or other unintended code in
the electronic files.
ARTICLE 8 CLAIMS AND DISPUTES
§ 8.1 General
§ 8.1.1 The Owner and Architect shall commence all claims and causes of action,whether in contract,tort,or
otherwise,against the other arising out of or related to this Agreement in accordance with the requirements of the
method of binding dispute resolution selected in this Agreement within the period specified by applicable law,but in
any case not more than six years after the date of Substantial Completion of the Work.The Owner and Architect waive
all claims and causes of action not commenced in accordance with this Section 8.1.1.
§ 8.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against
each other and against the contractors,consultants,agents and employees of the other for damages,except such rights
as they may have to the proceeds of such insurance as set forth in AIA Document A201-2007,General Conditions of
the Contract for Construction.The Owner or the Architect,as appropriate,shall require of the contractors,consultants,
agents and employees of any of them similar waivers in favor of the other parties enumerated herein.
§ 8.1.3 The Architect and Owner waive consequential damages for claims,disputes or other matters in question arising
out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages
due to either party's termination of this Agreement,except as specifically provided in Section 9.6.
§ 8.1.4 The Owner shall indemnify and hold the Architect and the Architect's officers,employees and consultants
harmless from and against damages,losses and judgments arising from claims by third parties,including reasonable
attorneys' fees and expenses recoverable under applicable law,but only to the extent they are not directly caused by
the Architect's gross negligence or willful misconduct.
§ 8.1.5 Neither the Architect,Architect's consultants,nor their agents or employees shall be jointly, severally or
individually liable to the Owner in excess of twenty-five thousand dollars ($25,000 ),by reason of any act or
omission,including breach of contract or negligence not amounting to willful misconduct.
§ 8.2 Meet and Confer
§ 8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to a
meet and confer session as a condition precedent to mediation.If such matter relates to or is the subject of a lien arising
out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien
notice or filing deadlines prior to resolution of the matter by the meet and confer session,mediation or by binding
dispute resolution.
§ 8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question during the
meet and confer session.The meet and confer session shall be attended by the Owner and Architect or their authorized
representatives who shall have the authority to bind the parties.The meet and confer session shall take place within
thirty(30)days after a request by either party,unless the parties mutually agree otherwise.Prior to any meetings
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between the parties,the parties shall exchange relevant information that will assist the parties in resolving the claim,
dispute or controversy.
§ 8.2.3 If the parties reach a mutually acceptable resolution,then they shall prepare appropriate documentation
memorializing such understanding.If the parties cannot reach a mutually acceptable resolution,they shall proceed to
mediation in accordance with Section 8.3.
§ 8.3 Mediation
§ 8.3.1 Any claim,dispute or other matter in question arising out of or related to this Agreement subject to,but not
resolved by the meet and confer session, shall be subject to mediation as a condition precedent to binding dispute
resolution.
§ 8.3.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between
them by mediation which,unless the parties mutually agree otherwise,shall be administered by the American
Arbitration Association under the auspices of a recognized,neutral third-party professional mediation service
experienced in handling construction disputes,or other mediation method or service acceptable to the parties,prior to
undertaking any other dispute resolution action. A request for mediation shall be made in writing within a reasonable
time after the claim,dispute or other matter in question has arisen„delivered to the other party to the Agreement,and
filed with the person or entity administering the mediation.The request may be made concurrently with the filing of a
complaint or other appropriate demand for binding dispute resolution but,in such event,mediation shall proceed in
advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days
from the date of filing,unless stayed for a longer period by agreement of the parties or court order.
§ 8.3.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place
where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall
be enforceable as settlement agreements in any court having jurisdiction thereof.
§ 8.3.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.3,the method of binding
dispute resolution shall be the following:
(Check the appropriate box.If the Owner and Architect do not select a method of binding dispute resolution below, or
do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be
resolved in a court of competent jurisdiction.)
[ X ] Arbitration pursuant to Section 8.4 of this Agreement
[] Litigation in a court of competent jurisdiction
[ ] Other: (Specify)
§ 8.4 Arbitration
§ 8.4.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement,any
claim,dispute or other matter in question arising out of or related to this Agreement subject to,but not resolved by,
mediation shall be subject to arbitration which,unless the parties mutually agree otherwise, shall be administered by
the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the
date of this Agreement.A demand for arbitration shall be made in writing,delivered to the other party to this
Agreement,and filed with the person or entity administering the arbitration.
§ 8.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation,
but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim,
dispute or other matter in question would be barred by the applicable statute of limitations.For statute of limitations
purposes,receipt of a written demand for arbitration by the person or entity administering the arbitration shall
constitute the institution of legal or equitable proceedings based on the claim,dispute or other matter in question.
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§ 8.4.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly
consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any
court having jurisdiction thereof.
§ 8.4.3 The award rendered by the arbitrator(s)shall be final,and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
§ 8.4.4 No arbitration arising out of or relating to this Agreement shall include,by consolidation or joinder or in any
other manner,an additional person or entity not a party to this Agreement,except by written consent containing a
specific reference to this Agreement and signed by the Owner,Architect,and any other person or entity sought to be
joined.Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any
claim,dispute or other matter in question not described in the written consent or with a person or entity not named or
described therein.
ARTICLE 9 TERMINATION OR SUSPENSION
§ 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement,such failure shall be
considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of
performance of services under this Agreement.If the Architect elects to suspend services,the Architect shall give
seven days'written notice to the Owner before suspending services. In the event of a suspension of services,the
Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of
services.Before resuming services,the Architect shall be paid all compensation due pursuant to Article 11 prior to
suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's
compensation for the remaining services and the time schedules shall be equitably adjusted.
§ 9.2 If the Owner suspends the Project,the Architect shall be compensated as described in Article 11 for services
performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for
expenses incurred in the interruption and resumption of the Architect's services.The Architect's compensation for the
remaining services and the time schedules shall be equitably adjusted.
§ 9.3 Either party may terminate this Agreement upon not less than seven days'written notice should the other party
fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the
termination.
§ 9.4 Either party may terminate this Agreement upon not less than seven days'written notice to the other party for
convenience and without cause.
§ 9.5 In the event of termination not the fault of the Architect,the Architect shall be compensated for Reimbursable
Expenses then due and all Termination Expenses as defined in Section 9.6.
§ 9.6 Termination Expenses are in addition to compensation included in Article 11,including expenses directly
attributable to termination for which the Architect is not otherwise compensated.
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 This Agreement shall be governed by the law of the place where the Project is located,except that if the parties
have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern
Section 8.4.
§ 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2007, General
Conditions of the Contract for Construction.
§ 10.3 The Owner and Architect,respectively,bind themselves,their agents,successors,assigns and legal
representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written
consent of the other.
§ 10.4 If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be
submitted to the Architect for review at least 14 days prior to the requested dates of execution.The Architect shall not
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be required to execute certificates or consents that would require knowledge,services or responsibilities beyond the
scope of this Agreement.
§ 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of
a third party against either the Owner or Architect.
§ 10.6 Unless otherwise required in this Agreement,the Architect shall have no responsibility for the discovery,
presence,handling,removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any
form at the Project site.
§ 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project
among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the
completed Project to make such representations.However,the Architect's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific
information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for
the Architect in the Owner's promotional materials for the Project.
ARTICLE 11 COMPENSATION
§ 11.1 For the Architect's Pro Bono Services described under Article 3,the Owner shall compensate the Architect as
follows:
1 The Owner shall assess the monetary value of the Architect's donation as the number of hours of Pro
Bono Services provided by the Architect and the Architect's consultants multiplied by the billing rates
set forth in Section 11.3.The Owner shall provide the Architect all benefits and forms of recognition
entitled to any donor of that amount.
.2 The Owner shall provide recognition for the Architect's work in both design form and built form,as
follows:
(Insert the type of recognition and the format it shall be provided)
N/A
.3 The Owner shall provide the following additional forms of compensation:
(List additional forms of compensation—e.g., the Architect's presentation to the appropriate Board of
Directors or Board of Trustees.)
N/A
§ 11.2 The Architect shall be entitled to compensation for its Pro Bono Services in accordance with this Agreement
whether or not the Agreement is terminated by either party.
§ 11.3 For the purposes of Section 11.1.1,the hourly billing rates for services of the Architect and the Architect's
consultants,are set forth below.The rates shall be adjusted in accordance with the Architect's and Architect's
consultants'normal review practices.
(Attach an exhibit of hourly billing rates or insert them below.)
Employee or Category Rate
Project Architect $150 per hour
(Paragraphs deleted)
§ 11.4.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architect's consultants,plus percent(N/A %)of the expenses incurred.
§ 11.5 Payments to the Architect
§ 11.5.1 Unless otherwise agreed,the Architect shall submit monthly invoices for Pro Bono Services performed to
provide a record of the value of the Architect's Pro Bono Services that have been donated.Payments,if any,are due
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and payable upon presentation of the Architect's invoice.Amounts unpaid ( )days after the invoice date shall bear
interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal
place of business of the Architect.
(Insert rate of monthly or annual interest agreed upon.)
% N/A
§ 11.5.2 The Owner shall not withhold monetary amounts,or other items of compensation to which the Architect is
entitled, from the Architect's compensation to impose a penalty or liquidated damages on the Architect,or to offset
sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees.
§ 11.5.3 Records of Reimbursable Expenses shall be available to the Owner at mutually convenient times.
ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Special terms and conditions that modify this Agreement are as follows:
(a) General Terms
The Owner and the Architect mutually agree that the Services to be performed pursuant to this Agreement are being
rendered in conjunction with the voluntary election by the Architect to provide such Services at a reduced cost or at no
cost to the Owner as part of the Architect's delivery of professional services in conjunction with the Architect's
corporate goal to benefit persons or entities,or in furtherance of certain societal objectives which the Architect,in its
sole discretion,believes to be consistent with the corporate values of the Architect. Therefore,Architect shall be
granted broad discretion as to: (a)the delivery of the Services(including the timing of such delivery);(b)the staff
designated by the Architect to perform the Services(including consultants,if any,to the Architect);(c)the content and
format of the Instruments of Service and;(d)the form of any deliverables constituting the Instruments of Service.
Without derogation of the generality of the foregoing,in the event that any provision of Services in relation to this
Agreement specifies or requires an unspecified or indeterminate number of reviews,deliverables,visits,meetings,or
other actions or items,the Architect may, in its sole discretion,determine the proper number.
(b) Limited Liability Entity
The Owner acknowledges that the Architect and its consultants are limited liability entities and agrees that any claim
made by it arising out of any act or omission of any director,officer or employee of the Architect,or its consultants,in
the execution or performance of this Agreement,shall be made against the entity and not against any of their
individual directors,officers or employees..
(c) Contractor Insurance
Owner will require the Contractor and its Subcontractors to purchase insurance to cover claims and other expenses,
including costs of defense, asserted against Architect, its agents, employees and consultants for bodily injury,
sickness, disease or death caused by any negligent act or omission of the Contractor, any Subcontractor, anyone
directly or indirectly employed by them or anyone for whose acts any of them may be liable. Such insurance shall
state: "The coverage afforded the additional insureds shall be primary insurance for the insured or additional insured
with respect to claims arising out of operations performed by or on behalf of the named insured. If the additional
insureds have other insurance which is applicable to the loss, such other insurance shall be treated as excess or
contingent coverage. The extent of the insurer's liability under this insurance policy shall not be reduced by the
existence of such other insurance."
(d) Standard of Care
Nothing contained in this Agreement shall require the Architect to exercise professional skill and judgment greater
than that set forth in Section 2.2 hereof(the "Standard of Care"). This limitation shall not be modified by any
certification or representation made by Architect as an accommodation upon request of Owner. Architect shall not be
responsible for any failure to follow or apply any knowledge or techniques which were not generally known,
acknowledged or accepted as of the time during which Architect is performing his services under this Agreement. The
parties acknowledge that no set of plans and specifications is entirely free of errors and omissions and that the
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existence of an error or omission does not automatically constitute a breach of the Standard of Care. All costs of
architectural errors,omissions or other changes which result in "betterment"or"value added"to the Owner shall be
borne by the Owner,not the Architect,(to the extent of the betterment or value added)and shall not be the basis of a
claim. The Owner shall establish a reasonable contingency line item in the construction budget to cover additional
costs resulting from errors and omissions and the Architect shall not be liable therefor unless the errors and omissions
both exceed a reasonable contingency amount and constitute a breach of the Standard of Care.
(e) Payment Disputes
Within the time for payment to become due,Owner shall examine the invoice in detail to determine its accuracy and
completeness. Owner shall raise any questions or objections which it may have regarding the format of or information
on the invoice within this period and will pay any undisputed amounts. After such period,Owner waives any question
or objection to the format of or information on the invoice not previously raised. The Architect shall be entitled to
recover all costs,including attorneys' fees, incurred in enforcing any provisions of this Agreement. In the event that
the Owner fails to make payment when due, or if the Owner and Architect disagree as to whether the Owner has
improperly failed to make a payment,the Architect shall be entitled to suspend performing services under the contract
until either the dispute has been resolved or else the Owner places a sum equal to the amount in dispute in an escrow
account,reasonably satisfactory to both parties,which specifies that the escrow agent shall distribute the escrow sum
between the parties in accordance with any agreement, arbitration award or court judgment entered resolving the
dispute.
(f) Job Site Safety
Notwithstanding any contrary or potentially ambiguous description of Architect services, it is intended that
the Architect shall have no responsibility for job site safety on the Project. The Contractor and Subcontractors shall
have full and sole authority for all safety programs and precautions and the means,methods,techniques, sequences
and procedures in connection with the Work. When Architect is present at the site,such presence shall be only for the
purpose of endeavoring to protect the Owner against any deviations or defects in the completed construction Work,
and Architect shall have no authority to take any action whatsoever on the site regarding safety precautions or
procedures. No provision of this Agreement shall be interpreted to confer upon the Architect any duty owed under the
common law, under OSHA, or any other statute or regulation to construction workers or any other party regarding
safety or the prevention of accidents at the jobsite.
(g) Design Build Subcontractors and Construction Performed by Tenants
If the mechanical,electrical,plumbing and fire protection("MEP/FP")systems are being procured through
Design-Build subcontractors,the Architect shall coordinate the architectural documents with the documents provided
by the MEP/FP Design-Build subcontractors. Under Basic Services, such coordination shall consist of providing
architectural backgrounds to the MEP/FP engineer for his use, reviewing the drawings provided by the MEP/FP
Design-Build subcontractors for potential conflicts with base building architectural and/or structural elements,
modifying base building architectural and structural elements as required to accommodate MEP/FP elements,where
appropriate, and/or alerting the MEP/FP engineers or subcontractors to conflicts to be coordinated through
modification of the MEP/FP design. Such coordination shall not include directing the MEP/FP Design-Build
subcontractors, peer-reviewing their work, nor any responsibility for their performance of their services. If the
building involves construction being performed by tenants,Architect shall coordinate the core and shell architectural
components of their documents with the tenants' construction documents to the extent that the tenants' documents
interface with the core and shell architectural components or impact the structure. Under Basic Services, such
coordination shall consist of providing architectural backgrounds to the tenants' architect/engineer for his use,
reviewing the drawings provided by the tenants' architect/engineer for potential conflicts with base building
architectural and/or structural elements,modifying base building architectural and structural elements as required to
accommodate tenant improvement elements, where appropriate, and/or alerting the tenants' architect/engineer to
conflicts to be coordinated through the modification of the tenant improvement design. Such coordination shall not
include directing the tenants' arch itect/engineer(s), peer-reviewing their work, nor any responsibility for their
performance of their services.
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(h) Code Compliance
The Architect shall conform the Drawings and Specifications with the professional standard of care relative
to applicable federal, state and local laws, statutes,ordinances,rules,regulations,orders or other legal requirements,
including but not limited to all zoning, building, occupancy, environmental and land use laws, requirements,
regulations and ordinances relating to the construction,use and occupancy of the Project(collectively"Governmental
Requirements") existing on the date of this Agreement. However, the Owner recognizes that interpretations by
government officials("Code Authority")are often subject to change even after issuance of a building permit. If after
award of a building permit,modifications to the Drawings and Specifications are required because of an interpretation
by the Code Authority which had not been previously given,or which if given,was different than a prior interpretation
by the Code Authority, Architect shall make the required modifications, but the cost of such modifications shall be
considered an Additional Service. Nothing contained herein shall relieve the Architect of its obligations to modify at
its own expense Plans and Specifications which the Architect has negligently failed to prepare in compliance with the
applicable Government Requirements.
(i) Electronic Documents
The Owner recognizes that data,plans,specifications,reports,documents or other information recorded on or
transmitted as electronic media are subject to undetectable alteration,either intentional or unintentional due to,among
other causes,transmission,conversion,media degradation,software error,or human alteration. Accordingly,the
electronic documents provided to the Owner are for informational purposes only and are not intended as an
end-product. The Architect makes no warranties,either expressed or implied,regarding the fitness or suitability of the
electronic documents.Accordingly,the Owner agrees to waive any and all claims against the Architect and the
Architect's consultants relating in any way to the unauthorized use,reuse or alteration of the electronic documents.
(j) Hazardous Materials
Unless otherwise disclosed and arranged for disposal,Owner represents to Architect that,to the best of Owner's
knowledge and belief,no hazardous or toxic substances within the meaning of any applicable statute or regulation are
presently stored,or otherwise located on the Project site or adjacent thereto. Further,within the definition of such
statutes or regulations,no part of the Project site including the ground water located thereon,is presently contaminated
with such substances.
(k) Communication
The Architect may communicate through any reasonable means,and conduct meetings using any reasonable means,
including electronically or telephonically.The Owner shall cooperate with the Architect to ensure that any and all
persons or data designated as necessary or appropriate to the performance of Services are available to the Architect at
such times as reasonably requested by the Architect. The Owner specifically understands that the Architect may be
required to perform the Services at times outside of normal business hours,and on weekends,and that the Owner,its
officers,employees,agents or representatives or others reasonably able to be controlled by the Owner may need to be
available to the Architect at such times.
(1) Owner Designation of Design
If the Owner requires that any assembly, system,product,or design be included in the Project notwithstanding the
express contrary recommendation of the Architect in writing,or if the Owner selects a contractor,subcontractor or
material fabricator notwithstanding the express contrary recommendation of the Architect in writing,the Architect
shall have no responsibility for such decision by the Owner or performance of such Owner-required or selected
persons,entities,items,or designs,nor shall the Architect be required to issue any opinion or certificate with respect to
such items or designs or the work of such persons or entities. The Owner shall indemnify and hold the Architect and
the Architect's consultants harmless against any and all costs,losses,claims,demands,or expenses(including legal
fees)arising out of such decision by the Owner.
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ARTICLE 13 SCOPE OF THE AGREEMENT
§ 13.1 This Agreement represents the entire and integrated agreement between the Owner 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 Owner and Architect.
§ 13.2 This Agreement is comprised of the following documents listed below:
.1 AIA Document B106TM-2010,Standard Form Agreement Between Owner and Architect
.2 AIA Document E201Tm-2007,Digital Data Protocol Exhibit,if completed,or the following:
.3 Other documents:
(List other documents, if any, and additional scopes of service, if any,forming part of the Agreement.)
AIA 201 -2007
§ 13.3 The teens,conditions and compensation provisions of this agreement supersede the terms,conditions and
compensation provisions of any attached scope of services documents.
This Agreement entered into as of the day and year first wr above.
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(Prin ed name a r (Print d name and title)
AIA Document 13106--2010(rev.10/2010).Copyright 02010 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document
Init. is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document,or any portion of it, 17
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Additions and Deletions Report for
AIA@ Document 8106TM— 2010
This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has
added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the
original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text.
Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part
of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by
AIA software at 13:35:01 on 03/12/2013.
PAGE
AGREEMENT made as of the 15 day of March in the year 2013
Orange County North Carolina
Attention;Jeffrey Thompson
PO Box 8181
Hillsborough,NC 27278
Perkins+Will,Architects
Attention;Joseph Wagner
P.O.Box 14747
RTP,NC 27709
Rogers Road Community Center
Lot 1 &2 Edgar Street
Chanel Hill,NC 27516
Proiect to be 4000 sf ft community center. Slab on grade construction Stick built or structurally insulated panel
construction.One story,with unversial access.Brick plinth,cement siding with standing seam metal roof.
PAGE 2
Proiect program to including but not limited to;after school,summer camp,adult learning and community based
programs as well as community gathering and local social events.
Proiect to be 4000 sf ft community center. Slab on grade construction Stick built or structurally insulated panel
construction. One story,with unversial access.Brick plinth,cement siding with standing seam metal roof.
$650.000 Construction Cost
PAGE 3
Schematic Design due March 21.Construction Documents due April 29.
Additions and Deletions Report for AIA Document B10611—2010(rev.10/2010).Copyright®2010 by The American Institute of Architects.All rights
reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of
this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
the law.This document was produced by AIA software at 13:35:01 on 03/1212013 under Order No.3252469288_1 which expires on 12/31/2013,and is not for
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August 2013
January 2014
Orange County/Chanel Hill ioint board meeting March 21
Competitive bid
Jeff Thompson
Asset Management Services Director
131 W.Margaret Lan e
Hillsborough,NC 27278
N/A
N/A
Mulkey,Civil Engineer
Mulkey,Structural Engineer
Newcomb and Boyd,MEPFP Engineer
Lappas and Havener,Landscape Architect
PAGE 4
Pro Bono
§ 1.3 If the Architect's Pro Bono Services have not been completed within ( 12 )months of the date of this
Agreement,through no fault of the Architect,the Architect may terminate this agreement in accordance with the
provisions of Article 9.
§ 3.1 The Architect's Pro Bono Services consist of those described in this Article 3.For the purposes of this
Agreement,"Pro Bono Services"are professional services for which the Architect expects to receive no financial
.compensation.. At the
election of the Architect,certain of such services may be provided through subconsultants to the Architect.However,
notwithstanding the foregoing sentence,the Owner and the Architect agree that it is the express intent of the parties
that in the event of any actual or alleged damage,loss,claim,cause of action,liability,cost or expense which arises out
Additions and Deletions Report for AIA Document B706T —2010(rev.10/2010).Copyright m 2010 by The American Institute of Architects.All rights
reserved.WARNING:This AIA® Document is protected by U.S.Copyright law and International Treaties.Unauthorized reproduction or distribution of 2
this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
the law.This document was produced by AIA software at 13:35:01 on 03/12/2013 under Order No.3252469288_1 which expires on 12/31/2013,and is not for
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of or is caused by any act, error or omission of any consultant to the Architect that the Owner will proceed against
such consultant directly, at its sole cost and expense In such event the Architect shall assign to the Owner all rights
that the Architect may have against such consultant and the Owner shall indemnify and hold the Architect harmless
against any such damage loss claim cause of action liability,cost or expense including but not limited to the costs
and expenses of claim,attorney's fees expert witness fees court costs or other similar costs to the Owner in bringing
an action against the Architect's consultant
§ 3.1.2 The Owner may contract directly with other necessary or appropriate consultants including but not limited to
those rendering any mechanical,structural civil and electrical engineering services The Architect shall coordinate its
work with such other consultants in the delivery of the Services and shall reasonably assist the Owner in preparing a
consolidated set of Construction Documents. However,the Owner understands and acknowledges that the Architect
shall have no responsibility whatsoever for the acts errors or omissions of such other consultants including anv
implied responsibility to identify or act upon any such act error or omission The Architect shall coordinate its
services with those services provided by the Owner and the Owner's consultants.The Architect shall be entitled to rely
on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants.
The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error,omission
or inconsistency in such services or information.
§ 3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit for the Owner's approval a
schedule for the performance of the Architect's Pro Bono Services.The schedule initially shall include anticipated
dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial
Information.The schedule shall include allowances for periods of time required for the Owner's review,for the
performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the
Project.Once approved by the Owner,time limits established by the schedule shall not,except for reasonable cause,
be exceeded by the Architect or Owner.A"reasonable cause"in the preceding sentence shall include but not be
limited to:(a)materially conflicting professional obligations of the Architect or the Architect's consultants(if an
other clients,which may,in the Architect's reasonable economic managerial or artistic discretion take precedence
over its work under this Agreement from time to time and;(b)any delay in the performance of the services which is
outside of the control of the Architect.With the Owner's approval,the Architect shall adjust the schedule,if necessary,
as the Project proceeds until the commencement of construction.
PAGE 5
3.2.1 Pre-design services Architect 40
3.2.2 Project management services Owner
3.2.3 Program management services Owner
3.2.4 Measured drawings Architect 40
3.2.5 Existing facilities surveys N/A
§ 3.2.6 Community-based charrette Architect 10
workshops
§ 3.2.7 Programming Services Owner
(B202TM-2009)
§ 3.2.8 Marketing studies Owner
3.2.9 Economic feasibility studies Owner
§ 3.2.10 Assistance in obtaining project Owner
financing
Owner/
3.2.11 Fundraising and public relations Architect
§ 3.2.12 Site Evaluation and Planning Owner/ 10
(B203TM-2007) Architect
3.2.13 Schematic design phase services Architect 40
§ 3.2.14 Design development phase Architect 80
services
3.2.15 Construction documents Architect 80
Additions and Deletions Report for AIA Document B106T"—2010(rev.10/2010).Copyright®2010 by The American Institute of Architects.All rights
reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 3
this AIA"Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
the law.This document was produced by AIA software at 13:35:01 on 03/1212013 under Order No.3252469288_1 which expires on 12/31/2013,and is not for
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3.2.16 Bidding or neaotiating assistance Owner
3.2.17 Construction phase services Architect 10
§ 3.2.18 Design and Construction Contract Owner
Administration(B201TM-2007),
all five phases in Sections 3.2.13
to 3.2.17
§ 3.2.19 Building Information Modeling Architect 20
(E202TM-2008)
§ 3.2.20 Architectural Interior Design Architect 20
(B252TM-2007)
3.2.21 Value Analysis(B204TM-2007) Owner
§ 3.2.22 On-site Project Representation Owner/ 10
B207TM-2008 Architect
§ 3.2.23 Conformed construction Architect 10
documents
3.2.24 As-designed Record Drawings Architect 10
3.2.25 As-constructed Record Drawings Architect 20
3.2.26 Post-occupancy evaluation Owner
§ 3.2.27 Facility Support Services Owner
(1321 OT--2007)
3.2.28 Tenant-related services Owner
§ 3.2.29 Coordination of Owner's Owner
consultants
3.2.30 Telecommunications/data design Architect 20
§ 3.2.31 Security Evaluation and Planning Owner
(B206 6TM-2007)
3.2.32 Commissioning 13211TM-2007) Owner
§ 3.2.33 Extensive environmentally Architect 20
responsible design
§ 3.2.34 LEED Certification N/A
(B214TM-2007
3.2.35 Fast-track design services Architect 10
§ 3.2.36 Historic Preservation N/A
(B205TM-2007)
§ 3.2.37 Furniture,Finishings,and Architect 20
Equipment Design
(B253TM-2007)
PAGE 6
Architect agrees to provide, Schematic Design,DesigLi Development and Construction Document drawings.
Community charettes.Local Government Board presentations.Construction Administration
PAGE 7
§ 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project.The
O-A%er-shall render-deeisiefis emd approve the Arehiteet's submi"s in a timely mafmer-in order-to avoid unr-easenabl-e
Owner,through such designated representative shall promptly render decisions pertaining to documents submitted by
the Architect,or any other decision or direction required of the Owner,in order to avoid delay in the orderly and
sequential progress of the Architect's services. The Owner shall make all necessary efforts to ensure that any decision
or direction of the Owner conveyed to the Architect is final and conclusive when first conveyed. Communications
between the Owner and the Architect shall be through the Owner's representative.
§5.3.1 The Owner acknowledges that accelerated,phased or fast-track scheduling provides a benefit but also carries
with it associated risks. Such risks include the Owner incurring costs for the Architect to coordinate and redesign
portions of the Proiect affected by procuring or installing elements of the Project prior to the completion of all relevant
Additions and Deletions Report for AIA Document B106T'—2010(rev.1012010).Copyright®2010 by The American Institute of Architects.All rights
reserved.WARNING:This Me Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 4
this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
the law.This document was produced by AIA software at 13:35:01 on 03/12/2013 under Order No.3252469288_1 which expires on 12/31/2013,and is not for
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Construction Documents,and costs for the Contractor to remove and replace Previously installed Work If the Owner
selects accelerated phased or fast-track scheduling,the Owner agrees to include in the budget for the Project sufficient
contingencies to cover such costs.
§ 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect.
Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the
Owner and the Owner's consultants.The Owner shall require that its consultants maintain professional liability
insurance as appropriate to the services provided, and as reasonably approved by the Architect
PAGE
§ 5.14 The services, information surveys and reports required under this Article 5 shall be furnished at the Owner's
expense,and the Architect shall be entitled to rely upon the accuracy and completeness thereof,as well as upon the
implied representation by the Owner that any such services information surveys and reports may be incorporated into
the Instruments of Service without infringing upon the intellectual property rights of others
4 5.15 The Architect shall not assume any of the responsibilities of the Owner of this Article 5 except by a writing
signed by the Owner and the Architect. Any election by the Architect to assume any of such responsibilities shall be
expressly limited to the scope and duration of such written understanding and shall not be understood to imply or
result in any other assumption by the Architect of anv other of the Owner's responsibilities
PAGE
§ 6.7 In addition to the options available in Section 6.6,if the Owner's budget for the Cost of the Work at the
conclusion of the Construction Documents Phase Services is exceeded by percent( 15 %),the Owner may
§ 6.8 If the Owner chooses to proceed under Section 6.7.2,and the Owner's budget was exceeded for causes within the
Architect's reasonable control,the Architect shall,as a Pro Bono Service,modify the Construction Documents as
necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction
Documents Phase Services,or the budget as adjusted under Section 6.6.1.The Architect's modification of the
Construction Documents shall be the limit of the Architect's responsibility under this Article 6.Notwithstanding the
foregoing,however,to the extent that the inability to meet the Owner's budget arises out of(a)significant increases in
the cost of construction materials or labor which do not reflect increases in such costs which have been consistently
experienced in the locale of the Project for at least 6 months prior to the commencement of construction, material
changes to the Proiect required by the Owner or any agent or representative of the Owner or;(c)any other
circumstance,event,or occurrence outside of the control of the Architect then any modification shall be compensated
as Additional Services or,in the event that Additional Services are not agreed upon between the Owner and the
Architect, shall constitute grounds for termination of this Agreement by the Architect.
PAGE 10
§ 7.3 The Architect shall not deliver any Instruments of Service in electronic form without the express written
agreement between the Owner and the Architect,which shall include terms and conditions providing for at least that:
(a)the hardcopy version of such Instruments of Service are understood by the Owner to be the official deliverable of
the Architect,and not the electronic files;(b)that the Owner shall indemnify,defend and hold the Architect harmless
against any and all claims,causes of action,proceedings,liabilities,losses,cost and expenses arising out of or related
to the use by the Owner of such electronic files;(c) that the Owner shall only use such electronic files with reference
to the Proiect,and not with reference to any other Project without the express written consent of the Architect and;(d)
that the Owner understands and agrees that the Architect makes no warranties or guarantees as to the accuracy or
completeness of the electronic files,nor as to the sufficiency of the electronic files with reference to the electronic
Additions and Deletions Report for AIA Document B106TM—2010(rev.10/2010).Copyright®2010 by The American Institute of Architects.All rights
reserved.WARNING:This AIA" Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 5
this AIA"Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
the law.This document was produced by AIA software at 13:35:01 on 03/12/2013 under Order No.3252469288_1 which expires on 12131/2013,and is not for
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infrastructure or systems of the Owner,nor with reference to any malware software virus or other unintended code in
the electronic files.
§ 8.1.5 Neither the Architect,Architect's consultants,nor their agents or employees shall be jointly,severally or
individually liable to the Owner in excess of twenty-five thousand dollars ($25,000 ),by reason of any act or
omission,including breach of contract or negligence not amounting to willful misconduct.
PAGE 11
§ 8.3.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between
them by mediation which,unless the parties mutually agree otherwise,shall be administered by the American
Arbitration Association
Ag=e meW-under the auspices of a recognized neutral third-Dartv Professional mediation service experienced in
handling construction disputes,or other mediation method or service acceptable to the Darties prior to undertaking
any other dispute resolution action. A request for mediation shall be made in writing within a reasonable
time after the claim,dispute or other matter in question has arisen delivered to the other party to the Agreement,and
filed with the person or entity administering the mediation.The request may be made concurrently with the filing of a
complaint or other appropriate demand for binding dispute resolution but,in such event,mediation shall proceed in
advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days
from the date of filing,unless stayed for a longer period by agreement of the parties or court order.if tFatien
[ X ] Arbitration pursuant to Section 8.4 of this Agreement
[-- —fLLitigation in a court of competent jurisdiction
PAGE 13
N/A
N/A
Project Architect $150 per hour
by the A«ehiteet and the 4r -st'S a ..ltaf- s di-eetly related to the D,.e:eet as feile
vJ ,..v a u vaa...vv..wau ulv a u vaaa..w.. J ,
.1 4rar� tien and authorized eut ef teym tfavel and subsistenee;
site,'and e_tf nets;
.3 Fees j:id f a Jvvwaa;S app'-evil of uaerifes aint`S jtwisdiaien ever-the Ure e4;
•4 plots,standafd f«m deettfnents
.6 Postage,handling and aeliyefy;
> ,
,
O"ei;
Additions and Deletions Report for AIA Document 8106——2010(rev.1012010).Copyright®2010 by The American Institute of Architects.All rights
reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 6
this AW Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
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incnrnncra in exees of-that nofmally eaFFied •4 . n w'4 > i
.9 All taxes levied en pr- siefial ser-Aees and Em Reimbufsable Expease&�,
.10 /S'�ite eBiee ,e,r;cs;,a,d
§ 11.4.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the
Architect's consultants,plus percent(N/A %)of the expenses incurred.
§ 11.5.1 Unless otherwise agreed,the Architect shall submit monthly invoices for Pro Bono Services performed to
provide a record of the value of the Architect's Pro Bono Services that have been donated.The inveiee shall„lse list
mmernnts due r_De:,,.,t,...sablepensesT ayments,if any,are due and payable upon.presentation of the Architect's
invoice.Amounts unpaid ( )days after the invoice date shall bear interest at the rate entered below,or in the absence
thereof at the legal rate prevailing from time to time at the principal place of business of the Architect.
PAGE 14
% N/A
(a) General Terms
The Owner and the Architect mutually agree that the Services to be performed pursuant to this Agreement are being
rendered in coniunction with the voluntary election by the Architect to provide such Services at a reduced cost or at no
cost to the Owner as part of the Architect's delivery of professional services in conjunction with the Architect's
corporate goal to benefit persons or entities,or in furtherance of certain societal objectives which the Architect in its
sole discretion,believes to be consistent with the corporate values of the Architect Therefore Architect shall be
granted broad discretion as to: (a)the delivery of the Services(including the timing of such delivery)'(b)the staff
designated by the Architect to perform the Services(including consultants if any to the Architect);(c)the content and
format of the Instruments of Service and;(d)the form of any deliverables constituting the Instruments of Service
Without derogation of the generality of the foregoing in the event that any provision of Services in relation to this
Agreement specifies or requires an unspecified or indeterminate number of reviews deliverables visits meetings or
other actions or items the Architect may,in its sole discretion determine the proper number.
(b) Limited Liability Entity
The Owner acknowledges that the Architect and its consultants are limited liability entities and agrees that any claim
made by it arising out of any act or omission of any director,officer or employee of the Architect,or its consultants in
the execution or performance of this Agreement,shall be made against the entity and not against any of their
individual directors,officers or employees..
(c) Contractor Insurance
Owner will require the Contractor and its Subcontractors to purchase insurance to cover claims and other expenses,
including costs of defense, asserted against Architect, its agents, employees and consultants for bodily injury,
sickness, disease or death caused by any negligent act or omission of the Contractor, any Subcontractor, anyone
directly or indirectly employed by them or anyone for whose acts any of them may be liable. Such insurance shall
state: "The coverage afforded the additional insureds shall be primary insurance for the insured or additional insured
with respect to claims arising out of operations performed by or on behalf of the named insured. If the additional
insureds have other insurance which is applicable to the loss, such other insurance shall be treated as excess or
contingent coverage. The extent of the insurer's liability under this insurance policy shall not be reduced by the
existence of such other insurance."
Additions and Deletions Report for AIA Document B106——2010(rev.1012010).Copyright®2010 by The American Institute of Architects.All rights
reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 7
this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
the law.This document was produced by AIA software at 13:35:01 on 03/12/2013 under Order No.3252469288_1 which expires on 12131/2013,and is not for
resale.
User Notes: (724650291)
(d) Standard of Care
Nothing contained in this Agreement shall require the Architect to exercise professional skill and iud ent greater
than that set forth in Section 2.2 hereof(the "Standard of Care"), This limitation shall not be modified by any
certification or representation made by Architect as an accommodation upon request of Owner. Architect shall not be
responsible for any failure to follow or apply any knowledge or techniques which were not generally known,
acknowledged or accepted as of the time during which Architect is performing his services under this Agreement. The
parties acknowledge that no set of plans and specifications is entirely free of errors and omissions and that the
existence of an error or omission does not automatically constitute a breach of the Standard of Care. All costs of
architectural errors,omissions or other changes which result in "betterment"or"value added"to the Owner shall be
borne by the Owner,not the Architect,(to the extent of the betterment or value added)and shall not be the basis of a
claim. The Owner shall establish a reasonable contingency line item in the construction budget to cover additional
costs resulting from errors and omissions and the Architect shall not be liable therefor unless the errors and omissions
both exceed a reasonable contingency amount and constitute a breach of the Standard of Care.
(e) Payment Disputes
Within the time for payment to become due,Owner shall examine the invoice in detail to determine its accuracy and
completeness. Owner shall raise any questions or objections which it may have regarding the format of or information
on the invoice within this period and will pay any undisputed amounts. After such period,Owner waives any question
or obiection to the format of or information on the invoice not previously raised. The Architect shall be entitled to
recover all costs,including attorneys' fees,incurred in enforcing any provisions of this Agreement. In the event that
the Owner fails to make payment when due, or if the Owner and Architect disagree as to whether the Owner has
improperly failed to make a payment,the Architect shall be entitled to suspend performing services under the contract
until either the dispute has been resolved or else the Owner places a sum equal to the amount in dispute in an escrow
account,reasonably satisfactory to both parties,which specifies that the escrow agent shall distribute the escrow sum
between the parties in accordance with any agreement, arbitration award or court iudgment entered resolving the
dispute.
(f) Job Site Safety
Notwithstanding any contrary or potentially ambiguous description of Architect services, it is intended that
the Architect shall have no responsibility for iob site safety on the Project. The Contractor and Subcontractors shall
have full and sole authority for all safety pro programs and precautions and the means,methods,techniques, sequences
and procedures in connection with the Work. When Architect is present at the site,such presence shall be only for the
purpose of endeavoring to protect the Owner against any deviations or defects in the completed construction Work
and Architect shall have no authority to take any action whatsoever on the site regarding safety precautions or
procedures No provision ofthis Agreement shall be interpreted to confer upon the Architect any duty owed under the
common law, under OSHA or any other statute or regulation to construction workers or any other party regarding
safety or the prevention of accidents at the iobsite.
(a) Design Build Subcontractors and Construction Performed by Tenants
If the mechanical electrical plumbing and fire protection("MEP/FP") systems are being procured through
Design-Build subcontractors the Architect shall coordinate the architectural documents with the documents provided
by the MEP/FP Design-Build subcontractors Under Basic Services, such coordination shall consist of providing
architectural backgrounds to the MEP/FP engineer for his use reviewing the drawings provided by the MEP/FP
_Design-Build subcontractors for potential conflicts with base building architectural and/or structural elements,
modifying base building architectural and structural elements as required to accommodate MEP/FP elements,where
appropriate and/or alerting the MEP/FP engineers or subcontractors to conflicts to be coordinated through
modification of the MEP/FP design. Such coordination shall not include directing the MEP/FP Design-Build
subcontractors peer-reviewing their work nor any responsibility for their performance of their services. If the
building involves construction being performed by tenants Architect shall coordinate the core and shell architectural
components of their documents with the tenants' construction documents to the extent that the tenants' documents
interface with the core and shell architectural components or impact the structure. Under Basic Services, such
coordination shall consist of providing architectural backgrounds to the tenants' architect/engineer for his use,
Additions and Deletions Report for AIA Document 8106T —2010(rev.10/2010).Copyright C 2010 by The American Institute of Architects.All rights
reserved.WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 8
this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
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reviewing the drawings provided by the tenants' architect/engineer for potential conflicts with base building
architectural and/or structural elements modifying base building architectural and structural elements as required to
accommodate tenant improvement elements where appropriate and/or alerting the tenants' architect/engineer to
conflicts to be coordinated through the modification of the tenant improvement design Such coordination shall not
include directing the tenants' architect/engineer(s) peer-reviewing their work nor any responsibility for their
performance of their services.
(h) Code Compliance
The Architect shall conform the Drawings and Specifications with the professional standard of care relative
to applicable federal, state and local laws statutes ordinances rules regulations orders or other legal requirements
including but not limited to all zoning building occupancy, environmental and land use laws requirements
regulations and ordinances relating to the construction use and occupancy of the Proiect(collectively"Governmental
Requirements") existing on the date of this Agreement However, the Owner recognizes that interpretations by
government officials("Code Authority")are often subject to change even after issuance of a building permit If after
award of a building permit,modifications to the Drawings and Specifications are required because of an interpretation
by the Code Authority which had not been previously given or which if given was different than a prior interpretation
b y the Code Authority, Architect shall make the required modifications but the cost of such modifications shall be
considered an Additional Service. Nothing contained herein shall relieve the Architect of its obligations to modify at
its own expense Plans and Specifications which the Architect has negligently failed to prepare in compliance with the
applicable Government Requirements.
0) Electronic Documents
The Owner recognizes that data plans specifications reports documents or other information recorded on or
transmitted as electronic media are subject to undetectable alteration either intentional or unintentional due to among_
other causes transmission conversion media degradation software error,or human alteration Accordingly,the
electronic documents provided to the Owner are for informational purposes only and are not intended as an
end-product. The Architect makes no warranties either expressed or implied regarding the fitness or suitability of the
electronic documents Accordingly,the Owner agrees to waive any and all claims against the Architect and the
Architect's consultants relating in any way to the unauthorized use reuse or alteration of the electronic documents
(i) Hazardous Materials
Unless otherwise disclosed and arranged for disposal Owner represents to Architect that to the best of Owner's
knowledge and belief no hazardous or toxic substances within the meaning of any applicable statute or regulation are
presently stored,or otherwise located on the Project site or adjacent thereto. Further,within the definition of such
statutes or regulations,no part of the Project site including the ground water located thereon is presently contaminated
with such substances.
(k) Communication
The Architect may communicate through any reasonable means,and conduct meetings using any reasonable means
including electronically or telgphonically.The Owner shall cooperate with the Architect to ensure that any and all
persons or data designated as necessary or appropriate to the performance of Services are available to the Architect at
such times as reasonably requested by the Architect. The Owner specifically understands that the Architect may be
required to perform the Services at times outside of normal business hours,and on weekends and that the Owner,its
officers,employees,agents or representatives or others reasonably able to be controlled by the Owner may need to be
available to the Architect at such times.
(1) Owner Desi¢nation of Design
If the Owner requires that any assembly,system,product,or design be included in the Project notwithstanding the
express contrary recommendation of the Architect in writing,or if the Owner selects a contractor,subcontractor or
material fabricator notwithstanding the express contrary recommendation of the Architect in writing,the Architect
shall have no responsibility for such decision by the Owner or performance of such Owner-required or selected
persons,entities,items,or designs,nor shall the Architect be required to issue any opinion or certificate with respect to
Additions and Deletions Report for AIA Document B106TM—2010(rev.10/2010).Copyright®2010 by The American Institute of Architects.All rights
reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 9
this Me Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
the law.This document was produced by AIA software at 13.35:01 on 03/12/2013 under Order No.3252469288_1 which expires on 12/31/2013,and is not for
resale.
User Notes: (724650291)
such items or designs or the work of such persons or entities. The Owner shall indemnify and hold the Architect and
the Architect's consultants harmless against any and all costs losses claims demands or expenses(including legal
fees)arising out of such decision by the Owner.
PAGE 17
AIA 201 -2007
Joseph Wagner Principal
Additions and Deletions Report for AIA Document B906T —2010(rev.10/2010).Copyright C 2010 by The American Institute of Architects.All rights
reserved.WARNING:This Ale Document is protected by U.S.Copyright law and International Treaties.Unauthorized reproduction or distribution of 10
this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under
the law.This document was produced by AIA software at 13:35:01 on 03/12/2013 under Order No.3252469288_1 which expires on 12/31/2013,and is not for
resale.
User Notes: (724650291)
Certification of Document's Authenticity
AIA®Document D401 TM — 2003
I, ,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document
simultaneously with its associated Additions and Deletions Report and this certification at 13:35:01 on 03/12/2013
under Order No.3252469288_1 from AIA Contract Documents software and that in preparing the attached final
document I made no changes to the original text of AIA®Document B1 06T"-2010, Standard Form of Agreement
Between Owner and Architect for Pro Bono Services,as published by the AIA in its software,other than those
additions and deletions shown in the associated Additions and Deletions Report.
Certification of Document's Authenticity
AIA®Document D401 TM — 2003
I, ,hereby certify,to the best of my knowledge, information and belief,that I created the attached final document
simultaneously with its associated Additions and Deletions Report and this certification at 13:35:01 on 03/12/2013
under Order No.3252469288_1 from AIA Contract Documents software and that in preparing the attached final
document I made no changes to the original text of AIA®Document B106"m-2010, Standard Form of Agreement
Between Owner and Architect for Pro Bono Services,as published by the AIA in its software,other than those
additions and deletions shown in the associated Additions and Deletions Report.
u�
(Si 9C
(Title)
(Dated)
AIA Document D40111—2003.Copyright®1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is
protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may
result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA
software at 13:35:01 on 03/12/2013 under Order No.3252469288_1 which expires on 12/31/2013,and is not for resale.
User Notes: (724650291)